Scorpio Gold Secures $10.8M in Upsized Public Offering to Advance Manhattan Property Exploration

Offering Completion and Share Issuance Details

On July 23, 2026, Scorpio Gold announced the closing of its best efforts public offering, which had been upsized from its initial size. The company issued 43.2 million common shares at $0.25 per share, generating $10.8 million in gross proceeds. This total includes 3.2 million shares issued following a partial exercise of the agents' over-allotment option, indicating strong investor demand.

The offering was conducted under a prospectus supplement dated July 17, 2026, supplementing Scorpio Gold’s short form base shelf prospectus dated July 6, 2026. It was available to investors in all Canadian provinces except Quebec. While the offering has closed operationally, it awaits final acceptance from the TSX Venture Exchange, a standard regulatory step for junior mining companies in Canada.

Agent Compensation and Broker Warrants

Velocity Capital Partners acted as sole bookrunner, with Velocity Capital Partners and Raymond James Ltd. serving as co-lead agents. The agents received $613,500 in cash commissions, consistent with typical equity financing arrangements in Canadian capital markets.

Additionally, Scorpio Gold issued 2.454 million non-transferable broker warrants to the agents. Each warrant allows the purchase of one common share at $0.25, exercisable for 24 months from issuance. This aligns agent interests with the company’s share price performance over the medium term.

Allocation of Proceeds and Strategic Priorities

The net proceeds from the $10.8 million offering will primarily fund exploration at the Manhattan Property located in Nevada’s Walker Lane Trend. Remaining funds will support general corporate purposes and working capital to maintain ongoing operations.

This allocation underscores Scorpio Gold’s commitment to advancing its Manhattan District asset, a significant exploration-stage project within one of North America’s most prolific gold-producing regions. The Walker Lane Trend has historically been a key area for precious metals exploration in the western United States.

Manhattan Property Overview and Historical Background

Scorpio Gold holds a 100% interest in the Manhattan District, covering approximately 4,780 hectares. The property includes the advanced exploration-stage Goldwedge Mine, which has a gravity mill capable of processing 400 tons per day. The district also contains four past-producing open pits, all acquired from Kinross Gold in March 2021, enhancing Scorpio Gold’s Nevada exploration portfolio.

The consolidated Manhattan District boasts over 140,000 metres of historical drilling data, providing extensive geological insight to guide future exploration. The property benefits from established permitting and water rights, potentially accelerating development if resources are delineated and economically viable.

Market Reception and Capital Raising Environment

The successful upsized offering in July 2026 reflects investor confidence in Scorpio Gold’s exploration strategy and management execution. The partial exercise of the agents' over-allotment option signals demand exceeding the initial offering size, a positive market indicator.

As a "best efforts" placement, the agents were not obligated to purchase unsold securities, so the successful closing demonstrates strong market appetite for Scorpio Gold’s securities. This contrasts with bought deals where agents commit capital upfront. The company’s ability to close a best efforts offering of this size highlights favorable market conditions for precious metals exploration financing.

Regulatory Status and Pending Approvals

Though operational aspects of the offering are complete—including share issuance, proceeds collection, and agent compensation—the offering remains subject to final approval by the TSX Venture Exchange. This regulatory milestone involves reviewing offering documentation, corporate governance, and issuer standing.

Scorpio Gold disclosed that neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the announcement’s accuracy or adequacy, reflecting the exchange’s regulatory role rather than endorsement of the offering or company prospects.

U.S. Securities Law Compliance and Restrictions

The company noted that offered shares are not registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the U.S. except in compliance with applicable federal and state securities laws or exemptions. This standard disclosure addresses complexities in cross-border offerings and the stricter U.S. regulatory environment.

These restrictions are common for Canadian junior mining firms and do not prevent U.S. investors from purchasing shares on Canadian exchanges or through permitted channels, but they define legal boundaries for distribution and solicitation of the new shares.

Exploration Potential and Resource Outlook

Scorpio Gold describes the Manhattan District as an "exciting late-stage exploration opportunity" with "significant resource potential." The extensive historical drilling of over 140,000 metres supports the property’s advanced geological understanding. Late-stage exploration typically involves defined targets with solid geological backing.

The Goldwedge Mine, the district’s flagship asset, includes a gravity mill with 400 tons per day capacity. Existing infrastructure and four past-producing pits suggest prior economic viability, which may benefit future development if exploration identifies mineable ore bodies.

Forward-Looking Statements and Risk Factors

The announcement contains forward-looking statements about the use of proceeds, TSXV acceptance, and Manhattan District exploration and development potential. Risks include possible deviations from intended use of funds, failure to obtain TSXV approval, and inherent uncertainties in mineral exploration such as resource estimation and results.

Commodity price volatility is also highlighted as a material risk, common to precious metals companies. The economic feasibility of any resource depends on gold prices, which fluctuate due to global markets, currency shifts, and macroeconomic factors beyond company control. Investors should consult Scorpio Gold’s latest annual information form and continuous disclosures on SEDAR+ for detailed risk information.