Scorpio Gold – Principal loans in the amount of USD 450,000

VANCOUVER, BCScorpion Gold Corporation (‘Scorpio Gold‘ or the ‘Company’) (TSX-V:SGN) announces that it has obtained bridge loans (the ‘Loans’) from Ian Dawson and Bruce Dawson (collectively, the “Lenders”) for the total principal amount of $450,000, payable on demand, which bear interest at a rate of 123/8% per annum, compounded monthly. The Company provided promissory notes to the lenders as evidence of the loans. The purpose of the loans is to ensure that the Company has sufficient liquidity to meet its general working capital needs.

The Lenders are related parties of the Company by virtue of being directors of the Company and therefore the Loans constitute a “related party transaction” for the purposes of Multilateral Instrument 61-101 minority security holders in Special Transactions (“MI 61-101”). There has been no material change in the percentage of the Company’s outstanding securities held individually by the lenders as a result of the loans. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements under NI 61-101 with respect to loans, relying on sections 5.5(a) and 5.7(1) (a) of NI 61-101, respectively, as the fair market value of the loans does not exceed 25% of the Company’s market capitalization determined in accordance with NI 61-101. The Company’s Board of Directors has approved the loans pursuant to consent resolutions, with the lenders declaring their interest and abstaining from voting on the consent resolutions. No special committee has been established with respect to the loans, and no materially contrary views or abstentions have been expressed or made by any director of the Company with respect thereto.


Chris Zerg

President and CEO

Tel: (775) 753-4778

Email: [email protected]


No more 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.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding the Company. By their nature, forward-looking statements are subject to a variety of factors that could cause actual results to differ materially from those suggested by the forward-looking statements. In addition, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that forward-looking statements will not prove to be accurate, that management’s assumptions may not be correct, and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements.

In general, forward-looking statements can be identified by the use of terms such as “anticipate”, “will”, “expect”, “may”, “continue”, “could”, “estimate”, “expect ‘, ‘plan’, ‘potential’ and similar expressions. Forward-looking statements contained in this press release may include, but are not limited to, the use of funds for loans. These forward-looking statements are based on a number of assumptions which may prove to be incorrect.

The forward-looking statements contained in this press release are made as of the date hereof or as of the dates specifically referenced in this press release, as the case may be. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements contained or incorporated in this press release. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

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