UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE
ACT OF 1934
For the month of July
2026
Commission File Number: 333-297311
SCORPIO GOLD CORP.
(Registrant)
Suite 750, 1095 West
Pender Street
Vancouver, British
Columbia, Canada V6E 2M6
(Address of Principal
Executive Offices)
Indicate by check mark whether the Registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SCORPIO GOLD CORP. |
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(Registrant) |
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| Date July 24, 2026 |
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By |
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/s/ Zayn Kalyan |
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Zayn Kalyan |
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Chief Executive Officer, President and Director |
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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| 99.1 |
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Press Release dated July 15, 2026 – Scorpio Gold Corporation Announces Marketed Public Offering for Gross Proceeds of up to $8 Million |
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| 99.2 |
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Press Release dated July 16, 2026 – Scorpio Gold Corporation Announces Upsizing of Previously Announced Public Offering to $10 Million |
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| 99.3 |
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Press Release dated July 23, 2026 – Scorpio Gold Announces Closing of Public Offering for Gross Proceeds of $10,800,000 |
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| 99.4 |
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Material Change Report dated July 23, 2026 |
Exhibit 99.1
Not for distribution to United States newswire
services or for dissemination in the United States.
BASE SHELF PROSPECTUS IS ACCESSIBLE, AND THE
PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE WITHIN TWO BUSINESS DAYS, ON SEDAR+
Scorpio Gold Corporation Announces Marketed
Public Offering for Gross Proceeds of up to $8 Million
Vancouver, British Columbia – July 15,
2026 – Scorpio Gold Corporation (TSXV:SGN, OTCQB:SRCRF, FSE: RY9) (“Scorpio Gold” or the “Company”)
is pleased to announce that it has entered into an agreement with Velocity Trade Capital Ltd. (“Velocity”) acting as
lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”), pursuant to which
the Agents have agreed to offer, on a “best efforts” basis, up to 32,000,000 common shares (the “Offered Shares”)
from the treasury of the Company, at a price of $0.25 per Offered Share for total gross proceeds of up to $8,000,000 (the “Offering”).
In addition, the Company will grant the Agents
an option (the “Agents’ Option”) to purchase up to an additional 4,800,000 Offered Shares on the same terms exercisable
at any time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.
The net proceeds of the Offering will be used
to fund exploration activities at the Company's Manhattan Property and for general corporate and working capital purposes.
The Offering is expected to close on or about
July 23, 2026, or such other date as the Company and the Agents may agree and is subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange (the “TSXV”).
The Offered Shares to be issued under the Offering
will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s existing short
form base shelf prospectus dated July 6, 2026 (the “Base Shelf Prospectus”), to be filed in all of the provinces
of Canada (other than the province of Québec) and some may be sold in the United States pursuant to exemptions
from the registration requirements of the United States Securities Act of 1933, as amended, and in compliance with applicable
state blue-sky laws, and in such other jurisdictions outside of Canada and the United States as agreed to by the
Company, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document
is required to be filed in such jurisdiction. Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to the
documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement,
a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days
from the date hereof), accessible on SEDAR+ at www.sedarplus.ca. An electronic or paper copy
of the Prospectus Supplement, the Base Shelf Prospectus, and any amendment to such documents, may be obtained without charge from Velocity,
100 Yonge Street, Suite 1800, Toronto, Ontario M5C 2W1, by telephone at (416) 323-2164 or by email at syndication@velocitytradecapital.com
by providing the contact with an email address or address, as applicable. The Base Shelf Prospectus and the Prospectus Supplement contain
important, detailed information about the Company and the proposed Offering. Prospective investors should read the Base Shelf Prospectus
and the Prospectus Supplement (when filed) before making an investment decision.
No securities regulatory authority has either
approved or disapproved of the contents of this press release. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute
an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration
under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Scorpio Gold Corp.
Scorpio Gold holds a 100% interest in the Manhattan
District located in the Walker Lane Trend of Nevada, USA. Scorpio Gold’s Manhattan District is ~4,780-hectares and comprises the
advanced exploration-stage Goldwedge Mine, with a 400 ton per day maximum capacity gravity mill, and four past-producing pits that were
acquired from Kinross in 2021 (see news release dated March 25, 2021 https://scorpiogold.com/news/scorpio-gold-closes-purchase-of-kinross-manhattan-property-nye-county-nevada/).
The consolidated Manhattan District presents an exciting late-stage exploration opportunity, with over 140,000 metres of historical drilling,
significant resource potential, and valuable permitting and water rights.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this
release.
FORWARD-LOOKING STATEMENTS:
This news release includes information, statements,
beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events,
including, but not limited to, the anticipated terms of the Offering, including, but not limited to, the Agents’ Option, the closing
date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering, including acceptance
by the TSXV, the filing of a prospectus supplement with respect to the Offering, the offering jurisdictions of the Offering, and other
statements that contain words such as “believe,” “expect,” “project,” “should,” “seek,”
“anticipate,” “will,” “intend,” “positioned,” “risk,” “plan,”
“may,” “estimate” or, in each case, their negative and words of similar meaning. By its nature, forward-looking
information involves a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking information. These risks, uncertainties and assumptions could adversely affect the outcome
and financial effects of the plans and events described herein.
A number of factors could cause actual results
to differ materially from the results discussed in the forward-looking statements made in this news release, including, but not limited
to, the risk that terms and closing of the Offering will not be as anticipated, including, but not limited to, that the Agents’
Option, the closing date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering,
including acceptance by the TSXV, the filing of a prospectus supplement with respect to the Offering, the offering jurisdictions of the
Offering, and the position of Scorpio Gold will not be as anticipated. A more complete discussion of the risks and uncertainties facing
the Company is disclosed under the heading “Risk Factors” in the Company’s most recent annual information form, as
well as the Company’s other continuous disclosure filings with Canadian securities regulatory authorities available at www.sedarplus.ca.
Although the Company has attempted to identify
important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there
may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance
on forward-looking information, which is based on the information available as of the date of this news release and the Company disclaims
any intention or obligation to update or revise any forward-looking information contained in this new release, whether as a result of
new information, future events or otherwise, unless required by applicable law. The forward-looking information included in this new release
is expressly qualified in its entirety by this cautionary statement.
ON BEHALF OF THE BOARD OF SCORPIO GOLD CORPORATION
Zayn Kalyan, Chief Executive Officer and Director
Tel: (604)-252-2672
Email: zayn@scorpiogold.com
Exhibit 99.2
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Scorpio Gold Corporation Announces Upsizing
of Previously Announced Public Offering to $10 Million
Vancouver, British Columbia – July 16,
2026 – Scorpio Gold Corporation (TSXV:SGN, OTCQB:SRCRF, FSE: RY9) (“Scorpio Gold” or the “Company”)
is pleased to announce that as a result of strong investor demand, the Company has amended its agreement with Velocity Trade Capital Ltd.
("Velocity") to increase the size of its previously announced "best efforts" public offering (the "Offering”).
The Offering is being conducted by Velocity, as sole bookrunner, and Raymond James Ltd., as co-lead agents together with Velocity (together,
the "Agents").
Pursuant to the upsized deal terms, the Agents
have agreed to offer, on a "best efforts" basis, up to 40,000,000 common shares (the “Offered Shares”) from
the treasury of the Company at a price of $0.25 per Offered Share for aggregate gross proceeds of up to $10,000,000.
The Company will grant the Agents an option (the
“Agents’ Option”) to purchase up to an additional 6,000,000 Offered Shares on the same terms exercisable at any
time up to 30 days following the closing of the Offering, for market stabilization purposes and to cover over-allotments, if any.
The net proceeds of the Offering will be used
to fund exploration activities at the Company's Manhattan Property and for general corporate and working capital purposes.
The Offering is expected to close on or about
July 23, 2026, or such other date as the Company and the Agents may agree and is subject to certain conditions including, but not limited
to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange (the “TSXV”).
The Offered Shares to be issued under the Offering
will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s existing short
form base shelf prospectus dated July 6, 2026 (the “Base Shelf Prospectus”), to be filed in all of the provinces
of Canada (other than the province of Québec) and some may be sold in the United States pursuant to exemptions
from the registration requirements of the United States Securities Act of 1933, as amended, and in compliance with applicable
state blue-sky laws, and in such other jurisdictions outside of Canada and the United States as agreed to by the
Company, in each case in accordance with all applicable laws and provided that no prospectus, registration statement or similar document
is required to be filed in such jurisdiction. Access to the Prospectus Supplement, the Base Shelf Prospectus and any amendment to the
documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement,
a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be, accessible on SEDAR+
at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the Base Shelf
Prospectus, and any amendment to such documents, may be obtained without charge from Velocity, 100 Yonge Street, Suite 1800, Toronto,
Ontario M5C 2W1, by telephone at (416) 323-2164 or by email at syndication@velocitytradecapital.com
by providing the contact with an email address or address, as applicable. The Base Shelf Prospectus and the Prospectus Supplement contain
important, detailed information about the Company and the proposed Offering. Prospective investors should read the Base Shelf Prospectus
and the Prospectus Supplement (when filed) before making an investment decision.
No securities regulatory authority has either
approved or disapproved of the contents of this press release. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute
an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the
United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration
under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Scorpio Gold Corp.
Scorpio Gold holds a 100% interest in the Manhattan
District located in the Walker Lane Trend of Nevada, USA. Scorpio Gold’s Manhattan District is ~4,780-hectares and comprises the
advanced exploration-stage Goldwedge Mine, with a 400 ton per day maximum capacity gravity mill, and four past-producing pits that were
acquired from Kinross in 2021 (see news release dated March 25, 2021 https://scorpiogold.com/news/scorpio-gold-closes-purchase-of-kinross-manhattan-property-nye-county-nevada/).
The consolidated Manhattan District presents an exciting late-stage exploration opportunity, with over 140,000 metres of historical drilling,
significant resource potential, and valuable permitting and water rights.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this
release.
FORWARD-LOOKING STATEMENTS:
This news release includes information, statements,
beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events,
including, but not limited to, the anticipated terms of the Offering, including, but not limited to, the Agents’ Option, the closing
date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering, including acceptance
by the TSXV, the filing of a prospectus supplement with respect to the Offering, the offering jurisdictions of the Offering, and other
statements that contain words such as “believe,” “expect,” “project,” “should,” “seek,”
“anticipate,” “will,” “intend,” “positioned,” “risk,” “plan,”
“may,” “estimate” or, in each case, their negative and words of similar meaning. By its nature, forward-looking
information involves a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking information. These risks, uncertainties and assumptions could adversely affect the outcome
and financial effects of the plans and events described herein.
A number of factors could cause actual results
to differ materially from the results discussed in the forward-looking statements made in this news release, including, but not limited
to, the risk that terms and closing of the Offering will not be as anticipated, including, but not limited to, that the Agents’
Option, the closing date of the Offering, the use of the net proceeds of the Offering, the conditions to the closing of the Offering,
including acceptance by the TSXV, the filing of a prospectus supplement with respect to the Offering, the offering jurisdictions of the
Offering, and the position of Scorpio Gold will not be as anticipated. A more complete discussion of the risks and uncertainties facing
the Company is disclosed under the heading “Risk Factors” in the Company’s most recent annual information form, as well
as the Company’s other continuous disclosure filings with Canadian securities regulatory authorities available at www.sedarplus.ca.
Although the Company has attempted to identify
important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there
may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance
on forward-looking information, which is based on the information available as of the date of this news release and the Company disclaims
any intention or obligation to update or revise any forward-looking information contained in this new release, whether as a result of
new information, future events or otherwise, unless required by applicable law. The forward-looking information included in this new release
is expressly qualified in its entirety by this cautionary statement.
ON BEHALF OF THE BOARD OF SCORPIO GOLD CORPORATION
Zayn Kalyan, Chief Executive Officer and Director
Tel: (604)-252-2672
Email: zayn@scorpiogold.com
Exhibit 99.3
NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Scorpio Gold Announces Closing of Public
Offering for Gross Proceeds of $10,800,000
Vancouver, British Columbia, July 23,
2026 – Scorpio Gold Corporation (TSXV: SGN) (OTCQB: SRCRF) (FSE: RY9) (the “Company” or “Scorpio
Gold”) is pleased to announce the closing of its previously announced upsized “best efforts” public offering
(the “Offering”) of common shares of the Company (the “Offered Shares”) at a price of $0.25
per Offered Share for aggregate gross proceeds of $10,800,000. Velocity Capital Partners, as sole bookrunner, and Raymond James
Ltd. (collectively, the “Agents”) acted as co-lead agents in connection with the Offering.
Pursuant to the Offering, the Company issued
a total of 43,200,000 Offered Shares, including 3,200,000 Offered Shares issued pursuant to the partial exercise of the Agents’
over-allotment option.
In consideration for the services provided
by the Agents in connection with the Offering, the Company paid the Agents an aggregate cash commission of $613,500. As additional
consideration, the Agents were also issued an aggregate of 2,454,000 non-transferable broker warrants (the “Broker Warrants”).
Each Broker Warrant entitles the holder to acquire one common share of the Company at a price of $0.25 per share for a period of
twenty-four (24) months from the date of issuance.
The net proceeds from the Offering will
be used to fund exploration activities at the Company’s Manhattan Property and for general corporate and working capital
purposes.
The Offered Shares were offered by way
of a prospectus supplement (the “Prospectus Supplement”) filed in all of the provinces of Canada (other than
the province of Québec) and dated July 17, 2026 that supplemented the Company’s short form base shelf prospectus dated
July 6, 2026 (the “Base Shelf Prospectus”). The Offering remains subject to the final acceptance of the TSX
Venture Exchange (the “TSXV”).
This news release does not constitute an
offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities
Act of 1933, as amended and such securities may not be offered or sold within the United States absent registration under U.S.
federal and state securities laws or an applicable exemption from such U.S. registration requirements.
About Scorpio Gold Corporation
Scorpio Gold holds a 100% interest in
the Manhattan District located in the Walker Lane Trend of Nevada, USA. Scorpio Gold’s Manhattan District is ~4,780-hectares
and comprises the advanced exploration-stage Goldwedge Mine, with a 400 ton per day maximum capacity gravity mill, and four past-producing
pits that were acquired from Kinross in 2021 (see news release dated March 25, 2021 https://scorpiogold.com/news/scorpio-gold-closes-purchase-of-kinross-manhattan-property-nye-county-nevada/).
The consolidated Manhattan District presents an exciting late-stage exploration opportunity, with over 140,000 metres of historical
drilling, significant resource potential, and valuable permitting and water rights.
Neither the TSX Venture Exchange nor
its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy
or accuracy of this release.
FORWARD-LOOKING STATEMENTS:
This news release includes information,
statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections
about future events, including, but not limited to, statements regarding: the intended use of the net proceeds of the Offering;
final acceptance of the Offering by the TSXV; and the exploration potential, mineral resource potential and future development
of the Company’s Manhattan District, including the Goldwedge Mine, and other statements that contain words such as “believe,”
“expect,” “project,” “should,” “seek,” “anticipate,” “will,”
“intend,” “positioned,” “risk,” “plan,” “may,” “estimate”
or, in each case, their negative and words of similar meaning. A number of factors could cause actual results to differ materially
from the results discussed in the forward-looking statements made in this news release, including, but not limited to: the risk
that the use of the net proceeds of the Offering will not be as anticipated; the risk that TSXV final acceptance may not be obtained;
risks inherent to mineral exploration and development activities, including the uncertainty of resource estimates and exploration
results; and fluctuations in gold and other commodity prices. A more complete discussion of the risks and uncertainties facing
the Company is disclosed under the heading “Risk Factors” in the Company’s most recent annual information form,
as well as the Company’s other continuous disclosure filings with Canadian securities regulatory authorities available at
www.sedarplus.ca.
Although the Company has attempted to
identify important factors that could cause actual results or events to differ materially from those described in forward-looking
statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should
not place undue reliance on forward-looking information, which is based on the information available as of the date of this news
release and the Company disclaims any intention or obligation to update or revise any forward-looking information contained in
this news release, whether as a result of new information, future events or otherwise, unless required by applicable law. The forward-looking
information included in this news release is expressly qualified in its entirety by this cautionary statement.
ON BEHALF OF THE BOARD OF SCORPIO GOLD
CORPORATION
Zayn Kalyan, Chief Executive Officer and
Director
Tel: (604)-252-2672
Email: zayn@scorpiogold.com
Exhibit 99.4
Form 51-102F3
Material Change
Report
| Item 1 | Name and Address of Company |
Scorpio Gold Corporation
(the “Company”)
Suite 750, 1095 West Pender Street
Vancouver, BC V6E 2M6
| Item 2 | Date of Material Change |
July 23, 2026
A
news release with respect to the material change referred to in this report was issued by the Company through Newsfile Corp. and
filed on SEDAR+ (www.sedarplus.ca) under the Company’s issuer profile on July 23, 2026.
| Item 4 | Summary of Material Change |
On July 23, 2026, the Company
closed its previously announced “best efforts” public offering of common shares at a price of C$0.25 per common share
for aggregate gross proceeds of C$10,800,000.
| Item 5 | Full Description of Material Change |
On
July 23, 2026, the Company closed its previously announced “best efforts” public offering
(the “Offering”) of common shares of the Company (the “Offered Shares”) at a price of
C$0.25 per Offered Share for aggregate gross proceeds of C$10,800,000.
Velocity
Capital Partners, as sole bookrunner, and Raymond James Ltd. (collectively, the “Agents”) acted as co-lead agents
in connection with the Offering. Pursuant to the Offering, the Company issued a total of 43,200,000 Offered Shares, including 3,200,000
Offered Shares issued pursuant to the partial exercise of the Agents’ over-allotment option.
The
Offered Shares were offered by way of a prospectus supplement (the “Prospectus Supplement”) filed in all
of the provinces of Canada (other than the province of Québec) and dated July 17, 2026 that supplemented
the Company’s short form base shelf prospectus dated July 6, 2026 (the “Base Shelf Prospectus”).
The net proceeds from the
Offering will be used to fund exploration activities at the Company’s Manhattan Property and for general corporate and working
capital purposes.
In consideration
for the services provided by the Agents in connection with the Offering, the Company paid the Agents an aggregate cash commission
of $613,500. As additional consideration, the Agents were also issued an aggregate of 2,454,000 non-transferable broker warrants
(the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one common share of the Company at
a price of $0.25 per share for a period of twenty-four (24) months from the date of issuance.
- 2 -
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not Applicable
| Item 7 | Omitted Information |
Not Applicable
Zayn Kalyan, Chief Executive
Officer and Director
Scorpio
Gold Corporation
Telephone: (604) 252-2672
July 23, 2026
