On August 18, 2022, Scorpio Gold Corporation closed the transaction. The lenders have advanced an aggregate of $2,350,000 to the company, which amount has been incorporated into the loans. The remaining $100,000 that may be borrowed by the company under the loans is subject to further approval of the TSX Venture Exchange.

The outstanding principal amount of each Loan less the facility fees payable are convertible, at the election of the applicable lender, into common shares in the capital of the company at a conversion price of $0.06 per common share, subject to adjustment, from the closing date until the earlier of the Maturity Date, and the date the entire outstanding principal amount of the applicable loan has been repaid. And total of 38,733,333 common shares are issuable on conversion of the outstanding principal amount of loans, subject to adjustment. Accrued interest on the loans is not convertible into common shares.

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 an undiluted basis. The TSX Venture Exchange has accepted for filing documentation with respect to the transaction.