Scorpio Gold Announces Intention to Pursue Nasdaq Listing of American Depositary Shares

Scorpio Gold Corporation announced its intention to pursue a listing of American Depositary Shares (ADSs) on the Nasdaq Capital Market. The proposed ADS program will feature a ratio of approximately 20 common shares per ADS, designed to meet Nasdaq's initial listing price requirements. Common shares will continue to trade on the TSX Venture Exchange (TSXV), preserving the existing Canadian capital structure and avoiding a reverse split.

Regulatory filings are underway, including a short-form base shelf prospectus in Canada and a Form F-10 registration statement with the SEC under the multijurisdictional disclosure system. A U.S. depositary bank will administer the ADS program via a customary deposit agreement. The strategic rationale centers on expanding visibility among U.S. investors, broadening access to U.S. capital markets, and complementing the TSXV listing. The listing remains subject to Nasdaq's initial listing requirements, regulatory approvals, and customary processes.

Scorpio Gold Corporation (SGN) announced a standard strategic milestone aimed at securing deeper liquidity and broader institutional access in the U.S. market. The move does not constitute an immediate capital raise or dilutive event, nor does it alter the company's near-term operational or financial trajectory.

The announcement aligns with the company's recent $10.8 million public offering and $7.9 million in warrant exercises, indicating a deliberate effort to diversify funding sources and reduce reliance on a single exchange. Given the incremental nature of the announcement and the absence of immediate pricing or subscription details, the market impact is expected to be muted in the short term.

Scorpio Gold Corporation (SGN) holds a 100% interest in the Manhattan District, a approximately 4,780-hectare past-producing gold project located in Nye County, Nevada. The district sits roughly 15 km south of Kinross Gold’s operating Round Mountain Mine and shares similar Paleozoic basement rock structures. Its flagship asset, the Goldwedge Mine, includes a permitted 400 t/d gravity mill and four historic pits acquired from Kinross in 2021.

Historical production at the site totals approximately 700,000 ounces of gold, with high-grade historical resources totaling approximately 304,000 oz at 5.89 g/t Au. In June 2025, the company released its maiden NI 43-101 Mineral Resource Estimate, reporting 18.34 million tonnes at 1.26 g/t Au for 740,000 oz contained gold in the Inferred category. Scorpio Gold is currently executing a 50,000-metre Phase 2 drilling program aimed at expanding resources along the Reliance Trend, Zanzibar Trend, Black Mammoth, and Mustang Hill.