Exhibit 4.9
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 – May 28, 2025. |
| Item 3. | News Release – A news release dated May 28, 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 is pleased to announce the appointment of Leo Hathaway to its Board of Directors and management team as Executive Technical Director. |
| 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 changes and this report. Mr. Kalyan can be contacted at (604) 252-2672. |
| Item 9. | Date of Report –May 29, 2025. |
SCHEDULE “A”
NEWS RELEASE DATED MAY 28, 2025
2