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A small Vancouver based gold company is trying to solve a problem that trips up a lot of Canadian mining firms when they want access to American investors. Listing directly on a major U.S. exchange usually means restructuring share capital, sometimes through a reverse split, and untangling years of Canadian regulatory history. Scorpio Gold Corporation (TSXV: SGN) is trying a different path, one that lets it keep its existing share structure intact while still opening a door to Nasdaq.
The company announced today that it intends to pursue a listing of American Depositary Shares on the Nasdaq Capital Market. Rather than putting its own common shares up for trading in the U.S., Scorpio Gold plans to set up an ADS program. Under that arrangement, a U.S. depositary bank would hold a block of the company’s common shares and issue certificates, the ADSs, that represent an ownership interest in them. Investors buying ADSs are not buying shares directly. They are buying a claim on shares held in trust, packaged in a form that trades and settles the way any other U.S. listed security does.
The exact number of shares each ADS will represent has not been finalized, though the company expects it to land around 20 common shares per ADS. That ratio matters because it effectively sets the price of the ADS on Nasdaq. A stock trading for a few cents on the TSX Venture Exchange would look unusual on a Nasdaq ticker, so bundling shares into a higher priced unit is a common way smaller companies meet Nasdaq’s minimum price and other listing thresholds without touching the underlying share count back home.
To get there, paperwork has to move on both sides of the border. The depositary bank is expected to file a Form F-6 registration statement with the U.S. Securities and Exchange Commission to register the ADSs themselves. Separately, Scorpio Gold has already filed a short form base shelf prospectus in Canada along with a Form F-10 registration statement with the SEC, using a system that lets qualifying Canadian companies rely on their existing Canadian disclosure rather than building a new U.S. style prospectus from scratch.
If everything proceeds as planned, Scorpio Gold’s common shares would keep trading on the TSX Venture Exchange, and the company’s shares also currently trade on the Frankfurt Stock Exchange under the symbol RY9. The ADSs would trade separately on Nasdaq, giving the company three points of market access at once. CEO Zayn Kalyan described the move as a milestone in the company’s growth, one meant to widen the pool of U.S. investors who can buy in while leaving the company’s Canadian capital structure untouched.
None of this is guaranteed to happen. Nasdaq still has to approve the listing application, and Scorpio Gold has to clear the exchange’s initial listing requirements along with whatever regulatory approvals apply on both sides of the border. The company was direct about that uncertainty in its own announcement, noting there is no assurance the application will be approved at all.
Scorpio Gold’s actual business is built around the Manhattan District in Nevada’s Walker Lane Trend, a roughly 4,780 hectare property that includes the Goldwedge Mine and several pits the company acquired from Kinross Gold Corporation (NYSE: KGC) in 2021. More than 140,000 metres of historical drilling have gone into the ground there, which is part of why a Nasdaq listing appeals to a company still years from full scale production. Broader access to U.S. capital is often what separates an exploration stage miner from one that can fund its next phase of work.
