Scorpio Gold : 1st Quarter Report

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2024 and 2023

(UNAUDITED)

(Expressed in US dollars)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

The accompanying unaudited interim financial statements of Scorpio Gold Corporation for the three months ended March 31, 2024 have been prepared by the management of the Company and approved by the Company's Audit Committee and the Company's Board of Directors.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

Scorpio Gold Corporation

Condensed Consolidated Interim Statements of Financial Position (unaudited) (Expressed in United States Dollars)

		As at	March 31,	December 31,
			2024	2023
		Note(s)	$	$
	ASSETS
	Current assets
	Cash		2,421,208	294,846
	Receivables		114,660	32,759
	Prepaid expenses		230,410	338,098
			2,766,278	665,703
	Non-current assets
	Reclamation deposits	4	8,287,040	8,180,549
	Investments		764	764
	Property, plant and equipment	5	4,672,857	4,681,751
	Mineral properties	6	4,043,222	1,160,301
			17,003,883	14,023,365
	TOTAL ASSETS		19,770,161	14,689,068
	LIABILITIES
	Current liabilities
	Accounts payable and accrued liabilities	7, 16	730,561	1,376,546
	Loan payable	8	635,689	1,456,107
	Convertible notes	10	3,149,609	3,012,393
	Current portion of provision for environmental rehabilitation	11	208,435	208,435
	Warrant liability	9	4,336,887	269,310
			9,061,181	6,322,791
	Non-current liabilities
	Provision for environmental rehabilitation	11	5,657,138	5,595,939
			5,657,138	5,595,939
	TOTAL LIABILITIES		14,718,319	11,918,730
	SHAREHOLDERS' EQUITY
	Share capital	12	66,090,263	61,242,411
	Equity portion of convertible notes	10	72,630	72,630
	Foreign currency translation reserve		(194,204)	(194,204)
	Other reserves		(1,729)	(1,729)
	Reserves	12	8,116,153	7,363,623
	Accumulated deficit		(69,031,270)	(65,712,393)
	TOTAL SHAREHOLDERS' EQUITY		5,051,843	2,770,338
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		19,770,161	14,689,068
	Nature of operations and going concern	1
	Segmented information	17
	Subsequent events	4, 6, 7, 12

These unaudited condensed consolidated interim financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Ian DawsonDirector

/s/ Zayn KalyanDirector

See accompanying notes to these unaudited condensed consolidated interim financial statements.

Scorpio Gold Corporation

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (unaudited) (Expressed in United States Dollars)

			For the three months ended
			March 31,	March 31,
		Note(s)	2024	2023
		$	$
Expenses
Care and maintenance	13	502,588	527,393
Depreciation	5	8,894	12,791
Finance income	4	(106,492)	(78,282)
Finance costs	10, 15	252,913	176,293
Foreign exchange (gain) loss			(5,493)	1,024
Gain on disposal	5	-	(8,600)
Loss (gain) on remeasurement of warrant liability	9	2,420,026	(42,989)
General and administrative expenses	14	246,441	81,126
Loss and comprehensive loss			(3,318,877)	(668,756)

Basic and diluted loss per share for the period attributable to common shareholders ($ per common share)

Weighted average number of common shares outstanding - basic and diluted

(0.06) (0.03)

53,798,111 23,437,406

See accompanying notes to these unaudited condensed consolidated interim financial statements.

Scorpio Gold Corporation

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (unaudited)

(Expressed in United States Dollars)

							Equity	Foreign
							portion of	currency
							convertible	translation	Other
			Share capital			notes	reserve	reserves	Reserves	Accumulated deficit	TOTAL
		Note(s)	#		$		$	$	$	$	$	$
	Balance as of December 31, 2023		26,637,406		61,242,411		72,630	(194,204)	(1,729)	7,363,623	(65,712,393)	2,770,338
	Shares issued for cash - private											4,094,735
	placement	12	36,800,000		4,091,027
								(90,277)
	Share issue costs				(90,277)
	Fair value of finders' warrants	12			(37,760)					92,257		54,497
	Shares issued on Altus Gold											2,539,856
	amalgamation	3	22,839,611		2,539,856
	Warrants issued on Altus Gold											662,450
	amalgamation									662,450
	Shares issued on exercise of warrants	12	50,000		5,885					(2,177)		3,708
	Classification of the grant-date fair											(1,606,879)
	value of warrant liabilities		(1,660,879)
								(3,318,877)
	Loss and comprehensive loss		-		-		-	-	-	-	(3,318,877)
	Balance as of March 31, 2024		86,327,017		66,090,263		72,630	(194,204)	(1,729)	8,116,153	(69,031,270)	5,051,843
	Balance as of December 31, 2022		117,104,189		61,028,900		72,630	(194,204)	(1,729)	7,359,621	(63,439,336)	4,825,882
	Loss and comprehensive loss		-		-		-	-	-	-	(668,756)	(668,756)
	Balance as of March 31, 2023		118,054,189		61,028,900		72,630	(194,204)	(1,729)	7,359,621	(64,108,092)	4,157,126

See accompanying notes to these unaudited condensed consolidated interim financial statements.

Scorpio Gold Corporation

Condensed Consolidated Interim Statements of Cash Flows (unaudited)

(Expressed in United States Dollars)

				For the three months ended
				March 31,	March 31,
				2024		2023
		Note(s)	$		$
	Cash flow from (used in)
	OPERATING ACTIVITIES
	Net loss			(3,318,877)		(668,756)
	Accretion of interest of convertible notes	10		137,216		113,481
	Depreciation	5		8,894		12,791
	Finance income	4		(106,492)		(78,282)
	Loss (gain) on remeasurement of the warrant liability	9		2,420,026		(42,989)
	Non-cash finance costs			54,497		-
	Effects of currency exchange rate changes			(16,433)		65
	Unwinding of discount of provision for environmental
	rehabilitation	11		61,199		62,812
	Gain on disposal of assets	5		-		(8,600)
	Net changes in non-cash working capital items:			(62,280)		21,092
	Accounts receivable
	Prepaid expenses			106,652		155,195
	Accounts payable and accrued liabilities			(1,018,575)		160,208
	Cash flow used in operating activities			(1,734,173)		(272,983)
	INVESTING ACTIVITIES
	Bank overdraft acquired on Altus Gold transaction	3		(28)	-
	Acquisition costs on exploration and evaluation assets	6		(50,857)		(29,085)
	Proceeds from disposal of property, plant and equipment	5		-		28,000
	Cash flow provided by (used in) investing activities			(50,885)		(1,085)
	FINANCING ACTIVITIES
	Proceeds on issuance of common shares, net of cash share			4,000,750		-
	issue costs	12
		3,708		-
	Proceeds on warrants exercised	9
	Repayment of loans payable, net of transaction costs	8		(93,038)		-
	Cash flow provided by financing activities			3,911,420		-
	Increase (decrease) in cash			2,126,362		(274,068)
	Cash, beginning of period			294,846		331,899
	Cash, end of period			2,421,208		57,831
	Supplemental cash flow information
	Fair value of finders' warrants	12		37,760		-
	Reclassification of the grant-date fair value of warrants			1,660,879		-
	liabilities	9
		-		-
	Cash paid for income taxes
	Cash paid for interest			-		-

See accompanying notes to these unaudited condensed consolidated interim financial statements.

Scorpio Gold Corporation

Notes to the Condensed Consolidated Interim Financial Statements (unaudited) For the Three Months Ended March 31, 2023

(Expressed in United States Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Scorpio Gold Corporation (the "Company" or "Scorpio") is a publicly traded company incorporated under the laws of the Province of British Columbia. The Company's shares are listed on the TSX Venture Exchange ("TSX-V") and trade under the symbol SGN. The corporate office of the Company is located at Suite 750 - 1095 West Pender Street Vancouver, British Columbia V6E 2M6. The Company and its subsidiaries conduct mineral exploitation, exploration and development activities in the United States of America ("USA").

The Company suspended mining operations of its Mineral Ridge mine in November 2017 as the Company had mined all of its economical mineral reserves based on gold pricing and heap leach recovery parameters. The Company then generated limited revenues from Mineral Ridge from residual but diminishing gold recoveries from the leach pads. In December 2021, the Company determined that operating the heap leach pads was not economic and so ceased operations at Mineral Ridge (Note 5).

These unaudited condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business in the foreseeable future. As at March 31, 2024, the Company had a working capital deficiency of $6,295,000 (December 31, 2023: deficiency of $5,657,000). Management estimates that these funds will not provide the Company with sufficient financial resources to carry out currently planned operations through the next twelve months. Additional financing will be required by the Company to complete its strategic objectives and continue as a going concern. While the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms acceptable to the Company. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

These unaudited condensed consolidated interim financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.

The unaudited condensed consolidated interim financial statements of the Company for the three months ended March 31, 2024 were approved by the Board of Directors on May 30, 2024.

2. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

Statement of compliance to International Financial Reporting Standards

These unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). These financial statements comply with International Accounting Standard 34, Interim Financial Reporting.

Basis of presentation

These unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2023.

New accounting standards

There were no new or amended IFRS pronouncements effective January 1, 2024 that impacted these condensed consolidated interim financial statements.

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Scorpio Gold Corporation

Notes to the Condensed Consolidated Interim Financial Statements (unaudited) For the Three Months Ended March 31, 2023

(Expressed in United States Dollars)

3. ACQUISITION OF ALTUS GOLD

On February 23, 2024, Scorpio Gold completed the acquisition of all the issued and outstanding shares of Altus Gold by way of a three-cornered amalgamation (the "Transaction") in which the Company's wholly-owned subsidiary, 1455812 B.C. Ltd. ("Subco") amalgamated with Altus Gold to form the entity Scorpio Gold BC Holding Corp. ("Amalco"), a wholly-owned subsidiary of the Company, and the Company issued to the former shareholders of Altus Gold an aggregate of 22,839,611 common shares of the Company in exchange for their common shares of Altus Gold. In addition, 10,523,605 warrants with an exercise price ranging from CA$0.10 to $0.25 issued by Altus (the "Altus Warrants") prior to the Transaction were exchanged for the Company's warrants on a 1:1 basis.

As a result of the Transaction, Amalco now 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 the Company's Mineral Ridge Project (Note 6).

The bridge loan advanced by Altus Gold to the Company was forgiven by Altus Gold in connection with the Transaction, with no obligation or liability for the Company to convert the bridge loan into common shares of the Company (Note 8). In connection with closing of the Transaction, the Company issued an aggregate of 36,800,000 units in a private placement for aggregate gross proceeds of CA$5,520,000 (Note 12).

The Transaction has been accounted for by the Company as a purchase of assets and assumption of liabilities. The Transaction did not qualify as a business combination under IFRS 3 - Business Combinations, as the significant inputs, processes and outputs, that together constitute a business, did not exist in Altus Gold at the time of the Transaction.

The following table summarizes the preliminary purchase price allocation:

	$
Purchase price:
22,839,611 Scorpio Gold common shares issued (a)	2,539,856
10,523,605 Scorpio warrants issued (b)	662,450
Total consideration	3,202,306
Net assets acquired:
Receivables	18,582
Loan receivable from Scorpio Gold	724,440
Mineral properties	2,831,904
Bank overdraft	(28)
Accounts payable and accrued liabilities	(372,592)
Total net assets acquired	3,202,306

1. The common shares had a fair value on the close date of CA$0.15/share.
2. The various tranches of warrants issued were fair valued using the using the Black-Scholes option pricing model with the following assumptions:

Fair value price per share	CA$0.15
Risk-free interest rate	4.28%
Expected volatility	109% - 120%
Expected life (in years)	1.26-2.81
Forfeiture rate	Nil
Expected dividend	Nil
Exchange rate (CA$ to US$)	0.74

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Scorpio Gold Corporation

Notes to the Condensed Consolidated Interim Financial Statements (unaudited) For the Three Months Ended March 31, 2023

(Expressed in United States Dollars)

4. RECLAMATION DEPOSITS

	$
Balance as of December 31, 2023	8,180,549
Finance income	106,491
Balance as of March 31, 2024	8,287,040

The Company has reclamation bonds of $14,689,517 and entered into an agreement with a surety under which the cash collateral is $8,287,040 (December 31, 2023 - $8,180,549) of which $8,017,177 (December 31, 2023 - $7,910,686) is for Mineral Ridge and $269,863 (December 31, 2023 - $269,863) is for Goldwedge.

Subsequent to March 31, 2024, the Nevada Division of Environmental Protection (NDEP) reviewed and revised their estimate of reclamation costs at Mineral Ridge which is used to determine the required surety in place. This revised estimate will require the Company to increase the surety by $3,280,326. The Company is currently negotiating the amount required to be added to the cash collateral with Sompo, the Company's surety partner, to meet NDEP's requirement. The Company is required to have the additional bond in place by no later than July 16, 2024 in order to comply.

5. PROPERTY, PLANT AND EQUIPMENT

The Company's property, plant and equipment is broken down as follows:

	Buildings	Equipment	Vehicles	Computer	Total
	$	$	$	$	$
COST
As of December 31, 2023	3,078,725	18,902,656	277,802	821,743	23,093,041
As of March 31, 2024	3,078,725	18,974,875	277,802	821,743	23,093,041
ACCUMULATED DEPRECIATION
As of December 31, 2023	(2,468,018)	(14,884,515)	(244,866)	(801,776)	(18,411,290)
Addition	(2,840)	(5,036)	-	(1,018)	(8,894)
As of March 31, 2024	(2,470,858)	(14,889,551)	(244,866)	(802,794)	(18,420,184)
Net book value as of March 31, 2024	607,867	4,013,105	32,936	18,949	4,672,857

During the three months ended March 31, 2023, the Company sold equipment with a net book value of $19,400 for gross proceeds of $28,000, and accordingly recorded a gain on disposal of assets of $8,600.

6. MINERAL PROPERTIES

The Company's mineral properties are broken down as follows:

	$	$	$
	Goldwedge	Northstar	Total
Balance as of December 31, 2023	1,160,301	-	1,160,301
Acquisition of Altus Gold (Note 3)		2,831,904	2,831,904
Additions	23,713	27,144	50,857
Balance as of March 31, 2024	1,184,014	2,859,208	4,043,222

Goldwedge property and mill

In March 2021, the Company completed an acquisition of the Manhattan project located in Nye County, Nevada and situated adjacent and proximal to the Company's Goldwedge property. In consideration, the Company paid

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Scorpio Gold Corporation

Notes to the Condensed Consolidated Interim Financial Statements (unaudited) For the Three Months Ended March 31, 2023

(Expressed in United States Dollars)

$100,000 cash and issued 2,091,149 common shares valued at $199,062. The property is subject to a 2.0% net smelter returns royalty and certain reserved water rights.

Northstar property

The Company acquired the Northstar property in connection with Transaction discussed in Note 1.

Altus Gold entered into a property option agreement (the "Northstar Agreement") with Guardian Angel LLC and Silver Spartan LLC (collectively the "Northstar Optionors"), and Altus Capital Partners Inc. (the "Altus Capital") granted an exclusive option to acquire a 90% undivided interest in unpatented lode mining claims located in Esmeralda County (the "Esmeralda Property") and right of first offer to acquire the claims located in Esmeralda County, Nevada (the "ROFR Claims").

Pursuant to the Northstar Agreement, the Company is required to make:

• A total cash payment of $60,000 which was paid by Altus prior to the Transaction;
• Cash payments in amounts equal to the gold price for 599.5 oz of gold (cash payment for 22.5 oz of gold was made subsequent to March 31, 2024);
• Issue 12,000,000 common shares of Altus Gold or the Company of which 3,000,000 common shares were issued by Altus prior to the Transaction and 4,000,000 common shares were issued by the Company subsequent to March 31, 2024 (Note 12); and
• Incur $1,900,000 exploration expenditures on the project.

The agreement is subject to a 2% net smelter royalty to the Northstar Optionors.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities as of March 31, 2024 included a payable of $369,285 (CA$500,000) due to Waterton Precious Metals Fund II Cayman, LP ("Waterton") pursuant to the Termination, Redemption and Release Agreement entered between the Company and Waterton on March 4, 2019 (December 31, 2023 - $377,452 (CA$500,000)).

Subsequent to March 31, 2024, the Company made a payment of $100,000 to Waterton.

8. LOAN PAYABLE

	March 31, 2024	December 31, 2023
	$	$
Balance, opening	1,456,107	531,000
Addition	-	922,360
Forgiven on Acquisition of Altus Gold (Note 3)	(724,440)	-
Repayments	(93,038)	-
Effect of movements on exchange rates	(2,940)	2,747
Balance, closing	635,689	1,456,107

In October 2021, the Company entered into an unsecured non-interest-bearing credit facility agreement with certain directors of the Company. Pursuant to the agreement, the Company may draw advances up to $500,000. In February 2022, the Company amended its credit facility agreement with certain directors of the Company to increase the facility from up to $500,000 to up to $750,000 and to extend the repayment date to December 31, 2022. During the three months ended March 31 2024, made a partial repayment of $38,500. The Company is currently in the process of negotiating a settlement plan for the outstanding balance.

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