Mr. Chris Zerga reports

SCORPIO GOLD ANNOUNCES EXECUTION OF AMALGAMATION AGREEMENT WITH ALTUS GOLD

Scorpio Gold Corp., further to its press release dated Nov. 8, 2023, has entered into an amalgamation agreement dated Jan. 17, 2024, with Altus Gold Corp. and the company's wholly owned subsidiary, 1455812 B.C. Ltd. (Subco), pursuant to which the company proposes to acquire all the issued and outstanding shares of Altus Gold by way of a three-cornered amalgamation. The amalgamation agreement supersedes the amended and restated letter of intent between the company and Altus Gold dated Nov. 8, 2023. A copy of the amalgamation agreement will be filed under the company's SEDAR+ profile.

Under the terms of the amalgamation agreement, Altus Gold will amalgamate with Subco, and the company will acquire all of the outstanding common shares of Altus Gold in exchange for common shares of the company on the basis of one common share of the company for every one common share of Altus Gold.

The amalgamation agreement contemplates that, upon completion of the transaction, the board of Scorpio Gold will be restructured to comprise five directors, two of which will be Altus Gold nominees, being Zayn Kalyan and Michael Townsend, and three of which will be current directors of Scorpio Gold, being Chris Zerga, Peter Brieger and Ian Dawson. Mr. Kalyan, a director of Altus Gold, will be appointed as chief executive officer of the company, while Mr. Zerga, the current president and CEO of the company, will become the company's chief operating officer.

Altus Gold is a private mining issuer with an option to acquire a mineral exploration property in Esmeralda county, Nevada, referred to as the Northstar property, adjacent to Scorpio Gold's Mineral Ridge mine.

Closing of the transaction is subject to a number of conditions precedent, including, without limitation:

• The completion of a non-brokered private placement of units of the company to raise gross proceeds of at least $3.2-million, as described in the company's press release dated Jan. 12, 2024;
• The approval of the transaction by the shareholders of Altus Gold;
• The amendment of Altus Gold's option agreement to acquire the Northstar property on terms agreed to between the company and Altus Gold;
• The restructuring of outstanding convertible debentures of the company on terms agreed to between the company and Altus Gold;
• The approval of the TSX Venture Exchange in respect of the transaction and the financing, and compliance with all applicable regulatory requirements and conditions necessary to complete the transaction; and
• Other customary mutual conditions precedent.

It is anticipated that the second tranche of the financing to raise gross proceeds of approximately $915,000 will be completed on Jan. 22, 2024.

Altus Gold has provided a non-interest-bearing secured loan (bridge loan) to the company in the aggregate principal amount of $1-million in connection with the transaction, subject to the approval of the exchange. The bridge loan will be forgiven if the company completes the transaction with Altus Gold. If the transaction does not complete, the bridge loan will be repayable in cash on demand by Altus Gold, or, in certain circumstances, the bridge loan may be settled in common shares of the company, subject to the approval of the exchange. In the event that the settlement of the bridge loan in common shares is not acceptable to the exchange, it would remain payable in cash. If the bridge loan is settled in common shares, for so long as Altus Gold holds at least 5 per cent of the company's issued and outstanding common shares (calculated on an undiluted basis), Altus Gold would have the right to appoint one nominee to the board of directors of the company.

We seek Safe Harbor.