Exhibit 4.15
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Company – Scorpio Gold Corporation (the “Company”), #750 – 1095 W Pender Street, Vancouver, BC V6E 2M6 |
| Item 2. | Date of Material Change – December 3, 2025. |
| Item 3. | News Release – A news release dated December 3, 2025 was disseminated through the facilities of Newsfile Corp. and subsequently filed under the Company’s profile on www.sedarplus.ca. |
| Item 4. | Summary of Material Change – The Company announces that it has received the first deferred payment from the previously completed sale of its wholly-owned subsidiary. The Company also announced that Diana Mark has retired from her role as Corporate Secretary and that Stephanie Sharma has been appointed. |
| Item 5. | Full Description of Material Change – Please see full news release in attached Schedule “A”. |
| Item 6. | Reliance on Section 7.1(2) or (3) of National Instrument 51-102 – Not applicable. |
| Item 7. | Omitted Information – Not applicable. |
| Item 8. | Executive Officer – Zayn Kalyan, CEO of the Company, is knowledgeable about the material change and this report. Mr. Kalyan can be contacted at (604) 252-2672. |
| Item 9. | Date of Report –December 4, 2025. |
SCHEDULE “A”
NEWS RELEASE DATED DECEMBER 3, 2025
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