Exhibit 4.6

MANAGEMENT INFORMATION CIRCULAR

AND

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
OF SHAREHOLDERS OF

SCORPIO GOLD CORPORATION

TO BE HELD ON June 9, 2026

Dated: May 5, 2026

750 – 1095 West Pender Street, Vancouver, British Columbia V6E 2M6 Canada

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
to be held on June 9, 2026

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “Meeting”) of the shareholders of Scorpio Gold Corporation (the “Company”) will be held at Suite 750, 1095 West Pender Street, Vancouver, British Columbia V6E 2M6 on June 9, 2026, at the hour of 10:00 a.m. (PT) for the following purposes:

The nature of the business to be transacted at the Meeting is described in further detail in the Circular of the Company dated May 5, 2026. The proxy materials are also posted on the Company’s website at www.scorpiogold.com and on www.sedarplus.ca.

Shareholders who are unable to attend the Meeting are requested to complete, sign, date and return the enclosed proxy. A proxy will not be valid unless it is deposited by mail to Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 9th Floor, Toronto, ON M5J 2Y1 or by internet (www.investorvote.com) or telephone voting (1-866-732-VOTE within North America) not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or an adjournment thereof.

If you are a non-registered Shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “Intermediary”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

By Order of the Board of Directors

/s/ “Zayn Kalyan”
Director & CEO

750 – 1095 West Pender Street, Vancouver, British Columbia V6E 2M6 Canada

MANAGEMENT INFORMATION CIRCULAR

as at May 5, 2026

MANAGEMENT SOLICITATION OF PROXIES

This management information circular (the “Circular or Information Circular”) is provided in connection with the solicitation of proxies by the management of Scorpio Gold Corporation (the “Company”) for use at the Annual General and Special Meeting of the shareholders of the Company (the “Meeting”) to be held at Suite 750, 1095 West Pender Street, Vancouver, British Columbia V6E 2M6 on Tuesday, June 9, 2026 at 10:00 a.m. PST and at any adjournments thereof for the purposes set forth in the enclosed Notice of Annual General and Special Meeting (the “Notice”).

If you are a Non-Registered Shareholder and have received this Notice of Meeting and accompanying materials through an Intermediary, please complete and return the voting instructions form (“Voting Instruction Form”) provided to you in accordance with the instructions provided therein.

Registered holders may opt to receive important shareholder information electronically, including Annual General and Special Meeting materials, by visiting www.investorcentre.com and follow these steps:

Non-registered holders should contact their intermediary to set up e-delivery.

INTRODUCTION

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies by management of the Company will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation to any of the directors, officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for costs incurred in obtaining from their principal’s authorization to execute forms of proxy, except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers who are NOBOs (as defined below), and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.

No person has been authorized to give any information or to make any representation other than as contained in this Information Circular in connection with the solicitation of proxies. If given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Information Circular. This Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized, or in which the person making such solicitation is not qualified to do so, or to anyone to whom it is unlawful to make such an offer of solicitation.

Appointment and Revocation of Proxies

The persons named in the accompanying form of proxy (the “Proxy”) are officers of the Corporation. A registered shareholder has the right to appoint a person (who need not be a shareholder) other than the persons named as the proxy of the shareholder and may exercise this right either by inserting that person’s name in the blank space provided in the Proxy and striking out the other names or by completing another proper form of proxy. To be effective, Proxies must be deposited at the office of the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada, 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or adjournment thereof.

Proxies given by registered shareholders for use at the Meeting may be revoked at any time before their use. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by depositing an instrument in writing signed by the registered shareholder, or by the registered shareholder’s attorney duly authorized in writing, at the registered office of the Corporation, #750 – 1095 West Pender Street, Vancouver, British Columbia V6C 2M6 on or before the last business day preceding the day of the Meeting, or any adjournment thereof, or with the chair of the Meeting on the day of the Meeting, or any adjournment thereof.

750 – 1095 West Pender Street, Vancouver, British Columbia V6E 2M6 Canada

Registered Shareholders electing to submit a Proxy may do so by:

Every Proxy may be revoked by an instrument in writing:

or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediaries to revoke the Proxy on their behalf. If you are a Non-Registered Shareholder, see “Voting by Non-Registered Shareholders” below for further information on how to vote your Common Shares.

Exercise of Discretion by Proxyholder

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter. Management is not currently aware of any other matters that could come before the Meeting.

Voting by Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Non-Registered Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the name of the Shareholder’s Intermediary or an agent of that Intermediary. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Every Intermediary has its own mailing procedures and provides its own return instructions to clients. However, most Intermediaries now delegate responsibility for obtaining voting instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada.

If you are a Non-Registered Shareholder, you should carefully follow the instructions on the Voting Instruction Form received from Broadridge in order to ensure that your Common Shares are voted at the Meeting. The Voting Instruction Form supplied to you will be similar to the Proxy provided to the Registered Shareholders by the Company. However, its purpose is limited to instructing the Intermediary on how to vote on your behalf.

The Voting Instruction Form sent by Broadridge will name the same persons as the Company’s Proxy to represent you at the Meeting. As a Non-Registered Shareholder you may not be recognized directly at the Meeting. In order to appoint a proxyholder of your own choosing, you should insert your own name or the name of the desired representative in the blank space provided in the Voting Instruction Form. Alternatively, you may provide other written instructions requesting that you or your desired representative be appointed as your proxyholder for your Intermediary. The completed Voting Instruction Form should be returned in accordance with the instructions on the form.

If you receive a Voting Instruction Form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting – the Voting Instruction Form must be completed and returned in accordance with its instructions well in advance of the voting deadline in order to have your Common Shares voted at the Meeting.

Voting by Proxy Generally

Proxyholders other than the individuals named in the accompanying Proxy will be required to identify themselves by notice in writing to the Company by 10:00 a.m. PT on Friday, June 5, 2026 so that the Company can confirm their identity prior to the Meeting and facilitate their voting of the Proxies that they hold at the Meeting. Notice may be provided by e-mail to the Company at stephanie@stoneridgecorp.com. Proxies will not be accepted at the Meeting. All Proxies must be submitted to Computershare by 10:00 a.m. PT on Friday, June 5, 2026 (the “Proxy Deadline”).

Votes received by the Proxy Deadline for each matter set out in the Notice will be tabulated by Computershare and compiled in a Proxy report (the “Proxy Report”) completed by the Scrutineer. The determination as to whether a particular matter has been approved, a particular individual has been appointed or a particular resolution has been passed will be made solely on the basis of the voting results set out in the Proxy Report. Management will advise at the Meeting, the voting results for each matter set out in the Proxy Report and Shareholders will be entitled to request a copy of the Proxy Report from management after the Meeting.

Voting and Discretion of Proxies

The common shares (the “Shares”) of the Corporation represented by the Proxies solicited by management of the Corporation pursuant to this Circular will be voted or withheld from voting in accordance with the directions contained therein. If no directions are given, the Shares will be voted FOR the fixing of the number of directors at five (5), FOR the election of management’s nominees as directors of the Corporation, FOR the appointment of management’s nominee as auditors of the Corporation and authorizing the directors to fix their remuneration, FOR the approval of the equity incentive plan and FOR the approval of the Company’s new Articles. The Proxy confers discretionary authority on the persons named therein in respect of amendments or variations to the matters referred to in the Notice and in respect of other matters that may properly come before the Meeting, or any adjournment thereof.

As at the date of this Circular, management knows of no such amendments or variations or other matters that may properly come before the Meeting but, if any such amendments, variations or other matters are properly brought before the Meeting, the persons named in the Proxies will vote thereon in accordance with their best judgment.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors:

VOTING SECURITIES, RECORD DATE AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized capital of the Company consists of an unlimited number of Shares without par value. As at the date of this Circular, 302,589,194 Shares are issued and outstanding. Each Share of the Company carries the right to one vote, and all Shares may be voted at the Meeting.

The record date for the determination of shareholders entitled to receive notice of and vote at the Meeting has been fixed as May 5, 2026. Except as may be otherwise indicated herein and in the Notice, the affirmative vote of a majority of the votes cast at the Meeting is required for approval of each matter set forth in this Circular. The Amendment Resolution is a “special resolution” as defined in the Business Corporations Act (British Columbia), and accordingly must be approved by Shareholders holding 66 2/3% of the voting rights attaching to the Company Shares entitled to vote at the Meeting. The Amendment Resolution must as be approved by the Majority of the Minority (as defined below). See “Particulars of Other Matters to Be Acted Upon – Share Structure Alteration.”

To the knowledge of the directors and senior officers of the Company, except as noted below, no persons or companies beneficially own, or control or direct, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all outstanding Shares of the Company.

SETTING NUMBER OF DIRECTORS

At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company for the ensuing year at five (5). The number of directors will be approved if the affirmative vote of at least a majority of Shares represented by proxy at the Meeting and entitled to vote thereat are voted in favour of setting the number of directors at five (5).

ELECTION OF DIRECTORS

The board of directors (“Board”) of the Company is elected annually and holds office until the next Annual General Meeting of the shareholders or until their successors are elected or appointed. The management of the Company proposes to nominate the persons listed below (the “Proposed Nominees”) for election as directors of the Company to serve until their successors are elected or appointed. In the absence of instructions to the contrary, proxies given pursuant to the solicitation by the management of the Company will be voted for the Proposed Nominees in this Circular.

MANAGEMENT DOES NOT CONTEMPLATE THAT ANY OF THE NOMINEES WILL BE UNABLE TO SERVE AS A DIRECTOR. IN THE EVENT THAT, PRIOR TO THE MEETING, ANY VACANCIES OCCUR IN THE SLATE OF NOMINEES HEREIN LISTED, IT IS INTENDED THAT DISCRETIONARY AUTHORITY SHALL BE EXERCISED BY MANAGEMENT TO VOTE THE PROXY FOR THE ELECTION OF ANY OTHER PERSON OR PERSONS AS DIRECTORS.

The following table sets out the names of the Proposed Nominees for election as a director, the province or state and country in which ordinarily resident, the period or periods during which each has served as a director, positions held in the Company, their present principal occupations and number of shares of the Company or shares of any of its subsidiaries beneficially owned by each, or controlled or directed, directly or indirectly as at the date hereof.

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as noted below, no proposed director:

Zayn Kalyan was subject to a Management Cease Trade Order (MCTO) imposed by the British Columbia Securities Commission from December 31, 2021 to March 18, 2022 for failure to file annual financial statements in the time required by Infinity Stone Ventures Corp. (previously Contakt World Technologies Inc.).

Zayn Kalyan was subject to a Management Cease Trade Order (MCTO) imposed by the British Columbia Securities Commission on January 2, 2025 for failure to file annual financial statements in the time required by Nexco Resources Inc.

On June 6, 2007, Michael Townsend entered into a settlement with the British Columbia Securities Commission (“BCSC”), where he agreed to pay the BCSC a fine for failing to file insider reports pertaining to securities transactions he made in two British Columbia companies

Michael Townsend is a director of Altus Copper Corp. (“Altus”). On July 10, 2023 Altus was delisted from CBOE Canada and subsequently in December 2023, the BCSC issued a cease trade order against Altus for failure to file its audited financial statements and management’s discussion & analysis and related certifications for the year ended December 31, 2023.

STATEMENT OF EXECUTIVE COMPENSATION

General

For the purpose of this Circular:

All currencies are in Canadian Dollars unless otherwise stated.

“Compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries; and

“Named Executive Officer” or “NEO” means each of the following individuals:

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets out details of all payments, grants, awards, gifts and benefits paid or awarded to each director and NEO in two most recently completed financial years ended December 31, 2025. Unless otherwise disclosed in this document, all currency is in Canadian dollars.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each director and NEO by the Company or any subsidiary thereof in the financial year ended December 31, 2025 for services provided, to be provided, directly or indirectly, to the Company or any subsidiary thereof:

Employment, Consulting and Management Agreements

Other than as described below, the Company is not party to any formal, written employment, consulting or management agreements with any NEO or director.

The Company has the following arrangements in respect of remuneration received or that may be received by the NEOs in the Company’s most recently completed fiscal year ended December 31, 2025 in respect of compensating such officers in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control.

Zayn Kalyan, CEO

The Company entered into a consulting agreement with Mr. Kalyan’s corporation, Pacrim Capital Corp., on February 23, 2024 (the “Pacrim Consulting Agreement”). The Pacrim Consulting Agreement was replaced with a new executive consulting agreement, (the “Executive Consulting Agreement”) on September 18, 2025. The Executive Consulting Agreement provides for, among other things, an annual base fee of $240,000. Mr. Kalyan or the Company may terminate the Executive Consulting Agreement by giving 30 days’ written notice. In the event that there is a change of control and, within one year thereof, the Company terminates the Executive Consulting Agreement by providing notice in writing to Mr. Kalyan or the Company, the Company will be required to the Consultant an amount equal to 1.5 their annual salary, plus an amount equal to the average bonus paid to the Consultant over the last two years immediately preceding the effective date of termination, multiplied by 1.5.

Andrea Yuan, CFO

Ms. Yuan is compensated at a rate of $16,500 per month, plus applicable GST, and does not have a formal written agreement in place.

Oversight and Description of Director and Named Executive Officer Compensation

The Company’s executive compensation program is administered by the Compensation Committee comprised of three directors of the Board, the majority of whom are independent. The Compensation Committee has, as part of its mandate, the responsibility for reviewing recommendations from management for subsequent approval by the Board with respect to the appointment and remuneration of executive officers of the Company. The Compensation Committee also monitors the performance of the Company’s executive officers and reviews the design and competitiveness of the Company’s executive compensation plans.

Composition of Compensation Committee

The Compensation Committee consists of Michael Townsend, chair, and William Sheriff, both of whom are considered independent. The Board of Directors is of the view that the members of the Compensation Committee collectively have the knowledge, skills, experience and background to make decisions on the suitability of the Company’s compensation policies and practices.

Director Compensation Program

Compensation of directors of the Company is reviewed annually and determined by the Board of Directors. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. At this time the directors do not receive cash compensation but are eligible to receive equity grants.

Compensation of Named Executive Officers

The Company’s compensation philosophy for Named Executive Officers follows three underlying principles:

When determining compensation policies and individual compensation levels for the Company’s executive officers, the Company takes into consideration a variety of factors including management’s understanding of the amount of compensation generally paid by similarly situated companies to their executives with similar roles and responsibilities; each executive officer’s individual performance during the fiscal year; each executive officer’s experience, skills and level of responsibility; the executive’s historical compensation and performance within the Company; and existing market standards within the mining industry. Management presents its recommendations to the Board of Directors.

Elements of NEO Compensation

Compensation Mix

In keeping with the Company’s philosophy to link executive compensation to corporate performance and to motivate executives to achieve exceptional levels of performance, the Company has adopted a model that includes both base salary and “at-risk” compensation comprised of participation in the Company’s Long-Term Incentive Plan (stock options, RSUs and PSUs), as described below.

Directors are also eligible to receive a rate for consulting services when requested by the Company to provide services not normally considered to be within the scope of Directors’ duties. The Board considers that this is appropriate for the Company’s current stage of development. Base salaries are reviewed annually to ensure they reflect each respective executive’s performance and experience in fulfilling his or her role and to ensure executive retention.

Long Term Incentive Plan (Stock Options, RSUs and PSUs)

Long term incentives are performance-based grants of stock options, RSUs and PSUs. The awards are intended to align executive interests with those of shareholders by tying compensation to share performance and to assist in retention through vesting provisions. Grants of stock options, RSUs and PSUs are based on: 

The value of any long-term stock options allocated is determined using the Black-Scholes model.

The value of any RSUs and PSUs granted is the market price of the Company’s shares.

Management makes recommendations to the Compensation Committee and the Board concerning the Company’s Long-Term Incentive Plan based on the above criteria. Options and RSUs are typically granted on an annual basis in connection with the review of executives’ compensation packages. Options and RSUs may also be granted to executives upon hire or promotion and as special recognition for extraordinary performance.

The Company’s Board of Directors considers previous grants of options, RSUs and PSUs and the overall number of options, RSUs and PSUs that are outstanding relative to the number of outstanding Shares in determining whether to make any new grants of options, RSUs and PSUs and the size and terms of any such grants, as well as the level of effort, time, responsibility, ability, experience, and level of commitment of the director, officer, employee, or consultant in determining the level of incentive compensation.

Benefits and Perquisites

The Company’s NEOs do not receive any benefits or perquisites. For additional details, see “Description of the Long-Term Incentive Plan” below.

UMaterial Terms of NEO Agreements

See details provided under “Employment, Consulting and Management Agreements”.

Termination and Change of Control Benefits

In the event that there is a change of control and, within one year thereof, the Company terminates Mr. Kalyan’s consulting agreement by providing notice in writing to Mr. Kalyan or the Company, the Company will be required to the Consultant an amount equal to 1.5 their annual salary, plus an amount equal to the average bonus paid to the Consultant over the last two years immediately preceding the effective date of termination, multiplied by 1.5.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Securities Authorized for Issuance Under Equity Compensation PlanS

The following table sets out, as of the end of the most recently completed financial year, all required information with respect to the Company’s current Plan, being the Company’s only equity compensation plan in effect:

Equity Compensation Plan Information

STATEMENT OF CORPORATE GOVERNANCE

National Instrument 58-101, Disclosure of Corporate Governance Practices, (“NI 58-101”) of the Canadian Securities Administrators requires each reporting issuer to disclose its corporate governance practices on an annual basis.

Set out below is a description of the Company’s approach to corporate governance.

Board of Directors

NI 58-101 defines “independence” with reference to the definition of independence contained in National Instrument 52-110-Audit Committees (“NI 52-110”). A director is independent if he has no direct or indirect material relationship to the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. Certain types of relationships are by their nature considered to be material relationships and are specified in Section 1.4 of NI 52-110.

As of May 5, 2026, the Board consisted of five (5) directors: Zayn Kalyan, Ian Dawson, Michael Townsend, William Sheriff and Leo Hathaway. The following members are not independent: Zayn Kalyan and Leo Hathaway.

Other Directorships

The following directors of the Company hold directorships in other reporting issuers as set out below:

Orientation and Continuing Education

The Company does not provide a formal orientation and education program for new directors; however, any new directors will be given the opportunity to familiarize themselves with the Company, the current directors and members of management. Directors are also encouraged and given the opportunity for continuing education.

Ethical Business Conduct

The Board has adopted a formal written Code of Business Conduct. The Code of Business Conduct allows the Board to monitor, on an ongoing basis, the activities of management and to ensure that the highest standard of ethical conduct is maintained.

Nomination of Directors

The Board selects new nominees to the Board, although a formal process has not been adopted. The nominees are generally the result of recruitment efforts by the Board members, including both formal and informal discussions among Board members and senior executives. The Board monitors, but does not formally assess, the performance of individual Board members or committee members or their contributions.

Other Board Committees

The Company has an Audit Committee (please refer to the “Audit Committee” section) and a Compensation Committee.

Assessments

The Board relies on experts such as financial advisors and external legal counsel and forms special committees on an ad hoc basis as necessary. Based on the Company’s size, its stage of development and the limited number of individuals on the Board, the Board considers an external formal assessment process to be inappropriate at this time. The entire Board is responsible for selecting new directors and assessing current directors. A proposed director’s credentials are reviewed in advance of a Board meeting by one or more members of the Board prior to the proposed director’s nomination and in camera sessions are available at every Board meeting.

AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITORS

The Audit Committee is a standing committee of the Board, the primary function of which is to assist the Board in fulfilling its financial oversight responsibilities, which will include monitoring the quality and integrity of the Company’s financial statements and the independence and performance of the Company’s external auditor, acting as a liaison between the Board and the Company’s external auditor, reviewing the financial information that will be publicly disclosed and reviewing all audit processes and the systems of internal controls management and the Board have established. NI 52 110 requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor.

The Audit Committee’s Charter

The Board has adopted an Audit Committee Charter, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. The full text of the Audit Committee Charter is attached as Schedule “A” to this Circular.

Composition of the Audit Committee

The following were members of the Audit Committee as of May 7, 2026.

Relevant Education and Experience

Each audit committee member has gained financial literacy through their years of experience serving as directors of several mining and mineral exploration companies as financial industry executives and serving on numerous other audit committees. In these positions, each member would be responsible for receiving financial information relating to their company and obtaining an understanding of the balance sheet, income statement and statement of cash flows and how these statements are integral in assessing the financial position of the Company and its operating results. Each member has significant understanding of the mineral exploration business which the Company engages in and has an appreciation for the relevant accounting principles for that business.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in Sections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) or Part 8 of NI 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the Audit Committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non-audit services were provided. Sections 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), 6.1.1(5) (Events Outside Control of Member) and 6.1.1(6) (Death, Incapacity or Resignation) provide exemptions from the requirement that a majority of the members of the Company’s Audit Committee must not be executive officers, employees or control persons of the Company or of an affiliate of the Company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of NI 52-110 in whole or in part.

Pre-Approval Policies and Procedures

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described under the heading “External Auditors Service Fees (By Category)”.

External Auditor Service Fees (By Category)

The table below sets out all fees billed by the Company’s external auditor in each of the last two fiscal years. In the table “Audit Fees” are fees billed by the Company’s external auditor for services provided in auditing the Company’s financial statements for the fiscal year. “Audit-Related Fees” are fees not included in Audit Fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax Fees” are fees billed by the Company’s external auditors for professional services rendered for tax compliance, tax advice and tax planning. “All Other Fees” are fees billed by the external auditor for products and services not included in the foregoing categories:

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

As at December 31, 2025 there was no indebtedness outstanding with any current or former Director, executive officer or employee of the Company or its subsidiaries which is owing to the Company or its subsidiaries, or which is owing to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a Director or executive officer of the Company, no proposed nominee for election as a Director of the Company and no associate of such persons:

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as stated herein, no informed person, director, executive officer, nominee for director, any person who beneficially owns, directly or indirectly, Shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company, nor any associate or affiliate of such persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transactions or any proposed transactions which has materially affected or would materially affect the Company.

APPOINTMENT AND REMUNERATION OF AUDITOR

Management of the Company proposes to nominate Davidson & Company LLP, Chartered Accountants, of Vancouver, British Columbia as auditors of the Company to hold office until the next Annual General Meeting of Shareholders, at a remuneration to be fixed by the directors.

MANAGEMENT CONTRACTS

There are no management functions of the Company or its subsidiaries which are to any substantial degree performed by a person or company other than the directors or executive officers (or private companies controlled by them, either directly or indirectly) of the Company.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Approval of Equity Incentive Plan Amendment

At the Meeting, Shareholders will be asked to pass an ordinary resolution (the “Plan Resolution”) to approve an amendment to the Company’s equity incentive plan (the “Plan”). An ordinary resolution needs to be passed by a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The maximum number of Common Shares reserved and available for grant and issuance pursuant to restricted share units (“RSUs”) and performance share units (“PSUs”) under the Plan, together with any similar performance-based awards under any proposed or established share compensation arrangement, is currently 9,000,000 Common Shares. The Company is proposing to increase the number of Common Shares reserved and available for grant and issuance under the Plan as follows: (i) up to 11,000,000 Common Shares reserved for grant and issuance pursuant to RSUs, and (ii) up to 19,000,000 Common Shares reserved for grant and issuance pursuant to PSUs, such that a total of 30,000,000 Common Shares will be reserved for grant and issuance pursuant to RSUs and PSUs collectively, representing approximately 10% of the number of Shares issued and outstanding as at the date of this Circular.

The Plan was first adopted by the Board of Directors on May 22, 2024, and was most recently approved by Shareholders at the Company’s annual general and special meeting held on March 12, 2025. The Plan is a “rolling up to 10% and fixed up to 10%” plan, as defined in TSX Venture Policy 4.4 – Security Based Compensation (“Policy 4.4”).

The Plan is a means by which to grant stock options (“Options”), RSUs, and PSUs (collectively, “Awards”) to directors, officers, senior executives and other employees of the Company or a subsidiary, consultants and service providers providing ongoing services to the Company and its affiliates (“Eligible Participants”, and when such Eligible Participants are granted Awards, the “Participants”) in order to attract, retain and motivate such persons as individuals whose skills, performance and loyalty to the objectives and interests of the Company are necessary to the Company’s success, to incentivize them to continue their services for the Company, and to align their interests with those of the Company.

A complete copy of the Plan, incorporating the amendment described above, is set out in Schedule “B” of this Circular, and a summary of the material provisions of the Plan, as amended, are set out below.

Under Policy 4.4, “rolling up to 10% and fixed up to 10%” plans must receive Shareholder approval yearly. Accordingly, the Company is required to seek Shareholder approval of the Plan, as amended, at the Meeting.

Other than the increase to the number of Common Shares reserved and available for grant and issuance pursuant to RSUs and PSUs under the Plan as described above, no other amendments are being proposed to the Plan from the version of the Plan last approved by Shareholders.

Summary of the Plan

The following is a summary of the material provisions of the Plan. Capitalized terms used and not otherwise defined in this Circular have the meanings set forth in the Plan, attached as Schedule “B” to this Circular. The summary below is qualified in its entirety by the full text of the Plan.

Unless otherwise directed, the directors or officers named in the Proxy intend to vote FOR ratifying and approving the Plan, as amended.

Accordingly, the shareholders of the Company will be asked to consider and, if deemed appropriate, to pass with or without variation, an ordinary resolution, subject to such amendments, variations or additions as may be approved at the Meeting, to ratify and approve the Plan, as amended and attached to this Circular as Schedule “B”. The text of the resolution is:

“BE IT RESOLVED as an ordinary resolution that:

In order to be passed, the above ordinary resolution must be approved by a majority of the aggregate votes cast by the holders of Shares at the Meeting. Management recommends that the Company’s shareholders vote “FOR” the above resolution.

Shareholder approval of the Equity Plan is required by the terms of the Equity Plan and the rules of the Exchange.

Share Structure Alteration

Shareholders will be asked at the Meeting to approve, pursuant to the Amendment Resolution (as defined below), an amendment of the articles of the Company to: (i) change of name of the Shares to Subordinate Voting Shares; (ii) create a new class of Multiple Voting Shares, each convertible into 100 Subordinate Voting Shares; and (iii) add special rights and restrictions to the Subordinate Voting Shares and the Multiple Voting Shares, pursuant to which, among other things, the holders of the Multiple Voting Shares will be entitled to 100 votes per Multiple Voting Share held (the “Share Structure Alteration”).

The full text of the proposed amended and restated articles of the Company, subject to any variation or amendment which are deemed advisable upon advice of legal counsel (the “Proposed New Articles”), which are contemplated to replace the Company’s existing articles, to effect the Amendment Resolution, is attached hereto as Schedule “C”.

Rationale for the Share Structure Alteration

The Multiple Voting Shares are intended to minimize the proportion of outstanding voting securities of the Company that are held by “U.S. persons” for purposes of determining whether the Company is a “foreign private issuer” under United States securities laws. Foreign private issuer status is significant because it determines the regulatory framework applicable to a non-U.S. company under United States securities laws. Companies that do not qualify as foreign private issuers are treated as domestic reporting issuers for purposes of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and are subject to substantially the same regulatory obligations as companies organized in the United States.

Rule 3b-4 under the U.S. Exchange Act defines a “foreign private issuer” as any issuer incorporated or organized under the laws of a foreign country, except an issuer that meets both of the following conditions: (a) more than 50% of the issuer’s outstanding voting securities are directly or indirectly held of record by residents of the United States; and (b) any one of the following applies: (i) the majority of the executive officers or directors of the issuer are United States citizens or residents; (ii) more than 50% of the assets of the issuer are located in the United States; or (iii) the business of the issuer is administered principally in the United States.

Although the Company currently qualifies as a foreign private issuer, a significant portion of its assets are located in the United States, and there is a risk that the issuance of additional Common Shares to U.S. persons could cause the Company to cease to qualify as a foreign private issuer in the future. The Board has therefore determined that it is in the best interests of the Company and its shareholders to approve the Share Structure Alteration at this time, so that the dual-class share structure may be implemented as and when the Board considers it necessary or advisable to preserve the Company’s foreign private issuer status and its continued ability to access the U.S. capital markets.

Description of Multiple Voting Shares

The following is a summary of the material terms of the Multiple Voting Shares. This summary is qualified in its entirety by the full text of the Proposed New Articles, a copy of which is attached as Schedule “C” to this Circular.

Voting Rights

Holders of Multiple Voting Shares are entitled to receive notice of and to attend any meeting of the shareholders of the Company, except a meeting at which only holders of another particular class or series of shares have the right to vote. At each such meeting, holders of Multiple Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could ultimately then be converted, which shall initially equal 100 votes per Multiple Voting Share. Since each Multiple Voting Share would entitle its holder to one (1) vote in respect of each Subordinate Voting Share into which such Multiple Voting Share could be converted, the Multiple Voting Shares would not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as-converted to Subordinate Voting Shares basis.

Dividends

Holders of Multiple Voting Shares are entitled to receive dividends, out of any cash or other assets legally available therefor, pari passu (on an as-converted basis, assuming conversion of all Multiple Voting Shares into Subordinate Voting Shares at the Multiple Voting Share Conversion Ratio) with the holders of Subordinate Voting Shares. No dividend will be declared or paid on the Multiple Voting Shares unless the Company simultaneously declares or pays, as applicable, equivalent dividends (on an as-converted to Subordinate Voting Share basis) on the Subordinate Voting Shares.

Liquidation, Dissolution or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Multiple Voting Shares will, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Multiple Voting Shares, be entitled to participate rateably along with all other holders of Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis) and Subordinate Voting Shares.

Conversion Rights

Each Multiple Voting Share is convertible, at the option of the holder, at any time after the date of issuance, into fully paid and non-assessable Subordinate Voting Shares at the applicable conversion ratio (the “Multiple Voting Share Conversion Ratio”), which shall initially be 100 Subordinate Voting Shares for each Multiple Voting Share. The Multiple Voting Share Conversion Ratio is subject to adjustment in certain circumstances, as described below.

Upon conversion, all Multiple Voting Shares so surrendered shall no longer be deemed to be outstanding, and all rights with respect to such shares shall immediately cease and terminate, except only the right of the holders thereof to receive the applicable Subordinate Voting Shares in exchange therefor.

No fractional Subordinate Voting Shares shall be issued upon conversion, and the number of Subordinate Voting Shares to be issued shall be rounded down to the nearest whole Subordinate Voting Share.

Foreign Private Issuer Protective Restriction

The Company will use commercially reasonable efforts to maintain its status as a “foreign private issuer” as determined in accordance with Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, the Company shall not effect any conversion of Multiple Voting Shares, and the holders shall not have the right to convert any portion of the Multiple Voting Shares, to the extent that after giving effect to all permitted issuances after such conversions, the aggregate number of Subordinate Voting Shares and Multiple Voting Shares held of record, directly or indirectly, by residents of the United States would exceed forty percent (40%) (the “40% Threshold”) of the aggregate number of Subordinate Voting Shares and Multiple Voting Shares issued and outstanding after giving effect to such conversions (the “FPI Protective Restriction”). The Board may by resolution increase the 40% Threshold to an amount not to exceed 50%.

Each holder of Multiple Voting Shares is subject to the 40% Threshold based on the number of Multiple Voting Shares held by such holder as of the date of the initial issuance and thereafter at the end of each of the Company’s subsequent fiscal quarters, calculated in accordance with the formula set forth in the share provisions. To the extent that requests for conversion would result in the 40% Threshold being exceeded, the number of Multiple Voting Shares eligible for conversion held by a particular holder shall be prorated relative to the number of Multiple Voting Shares submitted for conversion.

Beneficial Ownership Limitation

The Company shall not effect any conversion of Multiple Voting Shares, and a holder thereof shall not have the right to convert any portion of its Multiple Voting Shares, to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 9.99% of the number of Subordinate Voting Shares outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). A holder may increase or decrease the Beneficial Ownership Limitation upon notice to the Company, provided that the Beneficial Ownership Limitation shall in no event exceed 19.99% of the number of Subordinate Voting Shares outstanding immediately after giving effect to the conversion. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

Mandatory Conversion

Notwithstanding the FPI Protective Restriction, the Company may require each holder of Multiple Voting Shares to convert all, and not less than all, of the Multiple Voting Shares at the applicable Multiple Voting Share Conversion Ratio (a “Mandatory Conversion”) if at any time all of the following conditions are satisfied (or otherwise waived by special resolution of holders of Multiple Voting Shares): (a) the Subordinate Voting Shares issuable upon conversion of all the Multiple Voting Shares are registered for resale and may be sold by the holder pursuant to an effective registration statement and/or prospectus under the United States Securities Act of 1933, as amended; (b) the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; and (c) the Subordinate Voting Shares are listed or quoted (and are not suspended from trading) on a recognized North American stock exchange or by way of reverse takeover transaction on the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or Aequitas NEO Exchange (or any other stock exchange recognized as such by the Ontario Securities Commission).

Adjustments

The Multiple Voting Share Conversion Ratio is subject to adjustment in the event of certain distributions to holders of Subordinate Voting Shares payable in securities, evidences of indebtedness, assets (excluding cash dividends) or options or rights. In any such case, the holders of Multiple Voting Shares are entitled to a proportionate share of such distribution as though they were the holders of the number of Subordinate Voting Shares into which their Multiple Voting Shares are convertible. In addition, if the Company effects any recapitalisation, stock dividend, subdivision, consolidation or similar transaction in respect of the Subordinate Voting Shares, the Multiple Voting Share Conversion Ratio shall be adjusted so that holders of Multiple Voting Shares shall be entitled to receive upon conversion the number of Subordinate Voting Shares or other securities or property they would have been entitled to receive had they converted immediately prior to such event.

Description of Subordinate Voting Shares

As noted above, the Share Structure Alteration will re-designate the existing Common Shares as “Subordinate Voting Shares” and attach new special rights and restrictions to them. The following is a summary of the material terms of the Subordinate Voting Shares as set out in the Proposed New Articles. This summary is qualified in its entirety by the full text of the Proposed New Articles, a copy of which is attached as Schedule “C” to this Circular.

Voting Rights

Holders of Subordinate Voting Shares are entitled to receive notice of and to attend any meeting of the shareholders of the Company, except a meeting at which only holders of another particular class or series of shares have the right to vote. At each such meeting, holders of Subordinate Voting Shares are entitled to one vote per Subordinate Voting Share held. 

Dividends

Holders of Subordinate Voting Shares are entitled to receive dividends, out of any cash or other assets legally available therefor, as and when declared by the Board. Dividends on the Subordinate Voting Shares will be paid pari passu with dividends on the Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis). 

Liquidation, Dissolution or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of Subordinate Voting Shares will, subject to the prior rights of the holders of any shares of the Company ranking in priority to the Subordinate Voting Shares, be entitled to participate rateably along with all other holders of Subordinate Voting Shares and Multiple Voting Shares (on an as-converted to Subordinate Voting Share basis). 

Conversion Rights

In addition to the Subordinate Voting Share Conversion Right described below under “Coattail Rights of Subordinate Voting Shares”, each Subordinate Voting Share is convertible, at the option of the holder, at any time after the date of issuance, into Multiple Voting Shares at the Subordinate Voting Share Conversion Ratio, which is the inverse of the Multiple Voting Share Conversion Ratio (initially, 1/100 of one Multiple Voting Share for each Subordinate Voting Share). The Subordinate Voting Share Conversion Ratio is subject to adjustment in the event of certain distributions to holders of Multiple Voting Shares payable in securities, evidences of indebtedness, assets (excluding cash dividends), options or rights, and in the event of any recapitalization, stock dividend, subdivision, consolidation or similar transaction in respect of the Multiple Voting Shares.   

No fractional Multiple Voting Shares shall be issued upon conversion, and fractional shares (to three decimal points) may be issued upon conversion of any Subordinate Voting Share. 

Coattail Rights of Subordinate Voting Shares

Pursuant to TSXV Policy 3.5 – Restricted Shares (“Policy 3.5”), the TSXV will not accept for listing any class of restricted shares (including the Subordinate Voting Shares) unless such shares have take-over bid protective provisions, commonly referred to as “coattail provisions”, which are designed to allow the holders of restricted shares to participate in a take-over bid on an equal footing with the holders of the superior voting shares. In accordance with this requirement, the Proposed New Articles provide that if an offer is made to purchase Multiple Voting Shares which is required under applicable securities legislation or stock exchange rules to be made to all or substantially all holders of Multiple Voting Shares in a province or territory of Canada, and a concurrent identical offer is not made to holders of Subordinate Voting Shares for equivalent consideration on a per share basis, holders of Subordinate Voting Shares will be entitled to convert their Subordinate Voting Shares into Multiple Voting Shares on the basis of 100 Subordinate Voting Shares for one Multiple Voting Share (the “Subordinate Voting Share Conversion Right”) for the sole purpose of tendering the resulting Multiple Voting Shares under the offer. If Multiple Voting Shares acquired upon exercise of the Subordinate Voting Share Conversion Right are not taken up and paid for under the offer, or the offer is abandoned, withdrawn, terminated or otherwise expires, such Multiple Voting Shares will automatically be re-converted into Subordinate Voting Shares on the basis of one Multiple Voting Share for 100 Subordinate Voting Shares.

Adjustments

The Subordinate Voting Share Conversion Ratio is subject to adjustment in the event of certain distributions to holders of Multiple Voting Shares payable in securities, evidences of indebtedness, assets (excluding cash dividends) or options or rights. In any such case, the holders of Subordinate Voting Shares are entitled to a proportionate share of such distribution as though they were the holders of the number of Multiple Voting Shares into which their Subordinate Voting Shares are convertible. In addition, if the Company effects any recapitalization, stock dividend, subdivision, consolidation or similar transaction in respect of the Multiple Voting Shares, the Subordinate Voting Share Conversion Ratio shall be adjusted so that holders of Subordinate Voting Shares shall be entitled to receive upon conversion the number of Multiple Voting Shares or other securities or property they would have been entitled to receive had they converted immediately prior to such event. 

Approval of the Amendment Resolution

As outlined in the Amendment Resolution, the adoption of the Amendment Resolution will be determined by the Board of Directors. Even if approved by the Shareholders, the Board of Directors may determine not to proceed with the Amendment Resolution at its discretion.

The Amendment Resolution is a “special resolution” as defined in the Business Corporations Act (British Columbia), and accordingly must be approved by Shareholders holding 66 2/3% of the voting rights attaching to the Shares entitled to vote at the Meeting.

Additionally, in accordance with Section 5 of Policy 3.5, the Company must obtain Majority of the Minority Approval (as defined in Policy 3.5) for the creation of the Multiple Voting Shares (the “Exchange Rule”). For the purposes of the Exchange Rule, the votes attaching to all promoters, directors, officers or other insiders of the Company and of any proposed recipient of Multiple Voting Shares and their Associates and Affiliates, will be excluded for the purposes of determining whether Majority of the Minority Approval is obtained for the Amendment Resolution. It is currently anticipated that approximately 20,481,470 Shares, representing 6.77% of the issued and outstanding Shares, will be excluded from voting on the Amendment Resolution.

Votes for the Amendment Resolution will be calculated as follows:

Unless the Shareholder has specifically instructed that his or her Shares are to be voted against the Amendment Resolution, the persons named in the accompanying proxy intend to vote FOR the Amendment Resolution.

The text of the Amendment Resolution is as follows:

“BE IT RESOLVED, as a special resolution of Scorpio Gold Corporation (the “Company”), that:

(collectively, the “Amendment”).

ADDITIONAL INFORMATION

Additional information concerning the Company can be found on SEDAR+ at Twww.sedarplus.ca a and on the Company’s website at www.scorpiogold.com.

Financial information relating to the Company is provided in the Company’s audited financial statements and the management discussion and analysis (“MD&A”) for the year ended December 31, 2025. Shareholders may download the financial statements and MD&A from SEDAR+ (www.sedarplus.ca) or contact the Company directly to request copies of the financial statements and MD&A by: mail to #750 – 1095 West Pender Street, Vancouver, BC V6E 2M6; or e-mail tostephanie@stoneridgecorp.com. Additional financial information concerning the Company may be obtained by any shareholder free of charge through the Company’s website at www.scorpiogold.com or by contacting Stephanie Sharma at 778-873-0311.

DATED at Vancouver, British Columbia this 5^th day of May, 2026

BY ORDER OF THE BOARD

/s/ “Zayn Kalyan”
Chief Executive Officer & Director

Schedule “A”
to the Information Circular of Scorpio Gold Corporation

AUDIT COMMITTEE CHARTER

F.       Reporting

Schedule “B”
to the Information Circular of Scorpio Gold Corporation

EQUITY INCENTIVE PLAN

Schedule “C”
to the Information Circular of Scorpio Gold Corporation

PROPOSED NEW ARTICLES