On February 23, 2024, Scorpio Gold Corporation (“Scorpio Gold”) announced that it completed a three-cornered amalgamation with Altus Gold Corp. (“Altus Gold”) under the provisions of the Business Corporations Act (British Columbia) pursuant to which Altus Gold amalgamated with 1455812 B.C. Ltd., a wholly-owned subsidiary of Scorpio Gold, to form a new subsidiary of Scorpio Gold, being Scorpio Gold BC Holding Corp. (“Amalco”), and shareholders of Altus Gold were issued common shares of Scorpio Gold in exchange for their previously-held common shares of Altus Gold on a one-for-one basis (the “Amalgamation”). As a result of the Amalgamation, Amalco holds an option to acquire a 90% interest in the mineral exploration project in Esmeralda County, Nevada referred to as the Northstar property, adjacent to Scorpio Gold’s Mineral Ridge Mine. The board of directors of Scorpio Gold was reconstituted on completion of the Amalgamation to include two nominees of Altus Gold.
Concurrently with the completion of the Amalgamation, Scorpio Gold closed a non-brokered private placement of 40,000,000 units of Scorpio Gold (each, a “Unit”) at a price of $0.15 per Unit for gross proceeds to Scorpio Gold of $6,000,000. Each Unit was comprised of one common share of Scorpio Gold and one common share purchase warrant, with each warrant exercisable to acquire one common share of Scorpio Gold at an exercise price of $0.20 per share for a period of 24 months.
In connection with the Amalgamation, Altus Gold advanced a non-interest bearing, secured loan of $1,000,000 (the “Bridge Loan”) to Scorpio Gold that was secured through general security agreements with Scorpio Gold and its subsidiaries, which granted Altus Gold a security interest in their present and after-acquired personal property. The Bridge Loan was forgiven on completion of the Amalgamation.
Scorpio Gold is a mineral exploration and development company with a 100% interest in two past-producing mines, being the Manhattan Mine and the Mineral Ridge Mine, located in Nevada.
Further details regarding the Amalgamation and Scorpio Gold can be found on Scorpio Gold’s website. Scorpio Gold trades under the symbol “SGN” on the TSX Venture Exchange.
