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“or the”CompanyConvertible loan agreementsLendersLoans”). To date, the Lenders have advanced an aggregate of US$2,350,000 to the Company, which amount has been incorporated into the Loans. The Loans are subject to the final approval of the TSX Venture Exchange (the “Swap”). The remaining $100,000 that may be borrowed by the Company under the Loans is subject to further approval of the Exchange. The Company intends to use the proceeds of the Loans to advance its Goldwedge property and for general working capital purposes.

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Convertible Loan Terms

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Due date3/8% per year, monthly capitalization. For each drawdown under the Loans, the Company will pay to the applicable Lender a facility fee of US$3,250.

Ordinary share

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The Lenders have agreed that they will not convert the outstanding principal amount of the Loans into Common Shares if the conversion of such principal amount will result in either Lender owning or controlling, directly or indirectly, more than 20% of the total issued and outstanding Common Shares on a non-diluted basis.

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The Loans and the Common Shares issuable on conversion of the principal amount of the Loans are subject to a four-month hold period that commenced on May 24, 2022 and will expire on September 25, 2022, in accordance with applicable securities laws and the policies of the stock market.

ON BEHALF OF COUNCIL

SCORPION GOLD CORPORATION

Chris Zerg
President and CEO

Tel: (775) 753-4778
Email: [email protected]

Website: www.scorpiogold.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Generally forward-looking statements can be identified by the use of terminology such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”, “estimate”, “forecast”, “plan” , “potential” and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, the final approval of the Exchange to the Loans and the anticipated use of funds for the Loans. These forward-looking statements are based on a number of assumptions which may prove to be incorrect.

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