Scorpio Gold Corporation (TSXV : SGN) entered into a binding letter of intent to acquire Altus Gold Corp. for CAD 3.8 million on May 18, 2023. Scorpio Gold Corporation (TSXV : SGN) entered into an amalgamation agreement to acquire Altus Gold Corp. on January 17, 2024. Under the terms of the LOI, Scorpio Gold proposes to acquire all the outstanding shares of Altus Gold in exchange for issuing to the shareholders of Altus Gold 16,900,000 post-consolidated Scorpio Gold common shares, having an aggregate deemed value of CAD 3,802,500. Scorpio Gold Corporation has entered into an amended and restated letter of intent dated November 8, 2023. Under the terms of the Amended LOI, Scorpio Gold proposes to acquire all the outstanding shares of Altus Gold in exchange for issuing to the shareholders of Altus Gold up to 21,000,000 post-Consolidation Scorpio Gold common shares. Altus Gold has provided a non-interest bearing, secured loan (the "Bridge Loan") to the Company in the aggregate principal amount of CAD 845,000 in connection with the Transaction. Michael Townsend, current Chief Executive Officer of Altus Gold, will be appointed Chief Executive Officer of the combined entity, while Chris Zerga will become the Company's Chief Operating Officer. Conditions and Other Matters Closing of the Transaction is subject to a number of conditions precedent, including, without limitation: (a) execution of a definitive agreement between the parties; (b) receipt of all required regulatory and corporate approvals, including Exchange approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; (c) completion of satisfactory results from due diligence investigations for each of the parties; (d) completion of the Consolidation, the CD Financing and the Concurrent Financing; and (e) other mutual conditions precedent customary for a transaction such as the Transaction, subject to target and acquirer shareholders approval, if required by the TSXV and third party concents. The outside date for the Transaction is December 31, 2023, which may be extended by the mutual consent of the parties. Morgan Hay of Maxis Law Corporation acted as legal advisor to Scorpio Gold. Aadam Tejpar of Segev LLP acted as legal advisor to Altus Gold. The transaction is expected to close on February 14, 2024.

Scorpio Gold Corporation (TSXV : SGN) completed the acquisition of Altus Gold Corp on February 23, 2024.