Scandium Canada Announces Closing of the First Tranche of a Flow-Through Private Placement of $620,000 and a hard-cash offering

Scandium Canada Announces Closing of the First Tranche of a Flow-Through

Private Placement of $620,000 and a hard-cash offering

MONTRÉAL, QUÉBEC - December 20, 2024 – Scandium Canada Ltd. (TSX-V: SCD) (OTC:

SCDCF) (the “Corporation”) is pleased to announce the closing of the first tranche of a non-

brokered private placement for aggregate proceeds of $620,000 (the “Offering”). This Offering

consist of the issuance of 24,800,000 common shares in the capital of the Corporation (the “Flow-

Through Shares”), that qualify as “flow -through share” pursuant to subsection 66(15) of the

Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec), at a price of $0.0 25

per Flow-Through Share.

The net proceeds from the sale of the Flow-Through Shares will be used to update the resources

of the TG Zone of the Crater Lake Project following the drilling in the summer of 2024, to complete

the report following the geotechnical drilling and, finally, to prepare for the next field work in 2025.

Reference the attached press release : Scandium Canada Ltd. Announces diamond drilling

results. The gross proceeds of the Offering will not be used for payments to persons not dealing

at arm's length with the issuer, nor for payments to persons conducting investor relations. The

Corporation does not intend to use more than 10% of the proceeds for any particular purpose.

In connection with the first tranche of the Offering, finder’s fees totaling $ 24,000 were paid to an

arm length finder. Flow-Through Shares issued pursuant to this Offering are subject to a restricted

hold period of four months and one day, ending on April 20, 2025, under applicable Canadian

laws. The Offering remains subject to the final approval of the TSX Venture Exchange

(the “TSXV”).

The Corporation also announces its intention to close subsequent tranches of the Offering on or

before December 31, 2024, for a maximum total gross proceeds of $750,000 representing the

issuance of up to 30,000,000 Flow-Through Shares.

Under the Offering, an insider of the Corporation purchased a total of 400,000 Flow-Through

Shares for a total consideration of $10 ,000 which constitutes a “related party transaction” within

the meaning of Regulation 61 ‐101 respecting Protection of Minority Security Holders in Special

Transactions (“Regulation 61-101”) and TSXV Policy 5.9 – Protection of Minority Security Holders

in Special Transaction. However, the insider that participated in the Offering disclosed its interest

in the Offering and the directors of the Corporation who voted in favor of the Offering have

determined, based on advice from counsel and management, that the exemptions from f ormal

valuation and minority approval requirements provided for respectively under subsections 5.5(a)

and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Flow-

Through Shares issued to the insider nor the fair market value of the consideration paid exceed

25% of the Corporation’s market capitalization. None of the Corporation’s directors has expressed

any contrary views or disagreements with respect to the foregoing. A m aterial change report

concerning this related party transaction will be filed by the Corporation.

HARD-CASH OFFERING

The Corporation also announces its intention to proceed with the closing of a non-brokered hard-

cash offering to investors benefiting from a prospectus exemption under Regulation 45 -106

respecting Prospectus Exemptions for total gross proceeds of up to a m aximum of $1,000,000

(the “Hard-Cash Offering”). The Hard-Cash Offering consists of the issuance of up to 50,000,000

common shares in the capital stock of the Corporation (the “Common Shares”), at a price of $0.02

per Common Share.

The gross proceeds of the Hard-Cash Offering from the sale of the Common Shares will be used

by the Company primarily for general administrative expenses, including the payment of finder's

fees for flow -through share offerings (5%), expenses related to being a reporting issuer and a

publicly traded company (15%), as well as various expenses related to private or public offerings

to be made by the Company (10%) and management salaries (35%). The gross proceeds of the

Hard-Cash Offering will not be used for investor relations purposes. The Common Placement

remains subject to TSXV approval.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the

securities in the United States. The securities have not been and will not be registered under the

United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state

securities laws and may not be offered or sold within the United States or to U.S. Persons unless

registered under the U.S. Securities Act and applicable state securities laws or an exemption from

such registration is available.

ABOUT SCANDIUM CANADA LTD.

Scandium Canada is a technology metals company focused on advancing its flagship scandium

project in Québec, Canada, and a high-tech company through the development of aluminum and

scandium alloys. Its mission: to contribute to the society’s goal of reducing carbon emissions to

zero.

Forward-Looking Statements

All statements, other than statements of historical fact, contained in this press release including,

but not limited to, those relating to the intended use of proceeds of the Offering and of the Hard-

Cash Offering, closing of any additional tranches of the Offering and of the Hard-Cash Offering,

the approval of the Exchange in connection with the Offering and the Hard -Cash Offering, the

development of the Crater Lake project and, generally, the above “About Scandium Canada Ltd.”

paragraph which essentially described the Corporation’s outlook, constitute “forward-looking

information" or “forward-looking statements” within the meaning of applicable securities laws, and

are based on expectations, estimates and projections as of the time of this press release. Forward-

looking statements are necessarily based upon a number of estimates and assumption that, while

considered reasonable by the Corporation as of the time of such statements, are inherently subject

to significant business, economic and competitive uncertainties, and contingencies. These

estimates and assumption may prove to be incorrect. Many of these uncertainties and

contingencies can directly or indirectly affect, and could cause, actual results to differ materially

from those expressed or implied in any forward-looking statements and future events, could differ

materially from those anticipated in such statements. A description of assumptions used to develop

such forward-looking information and a description of risk factors that may cause actual results to

differ materially from forward -looking information can be found in the Corporation’s disclosure

documents on the SEDAR+ website at www.sedarplus.ca. By their very nature, forward -looking

statements involve inherent risks and uncertainties, both general and specific, and risks exist that

estimates, forecasts, projections and other forward-looking statements will not be achieved or that

assumptions do not reflect future experience. Forward -looking statements are provided for the

purpose of providing information about management’s endeavors to develop the Crater Lake

project, and, more generally, its expectations and plans relating to the future. Readers are

cautioned not to place undue relian ce on these forward -looking statements as a number of

important risk factors and future events could cause the actual outcomes to differ materially from

the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions

expressed in such forward-looking statements. All of the forward-looking statements made in this

press release are qualified by these cautionary statements and those made in our other filings

with the securities regulators of Canada. The Corporation disclaims any intention or obligation to

update or revise any forward -looking statement or to explain any material difference between

subsequent actual events and such forward-looking statements, except to the extent required by

applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that

term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the

adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE OR

DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE

UNITED STATES.

For additional information, please contact :

Scandium Canada Ltd.

Guy Bourassa

Chief Executive Officer

Phone: +1 (418) 580-2320

Email: [email protected]

Website: www.scandium-canada.com

LinkedIn: Scandium Canada Ltd.

X: @ScandiumCanada

Facebook: Scandium Canada

Instagram: @scandiumcanada