Scandium Canada announces Units Rights Offering for up to $3 Million
June 3, 2024
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.
Scandium Canada announces Units Rights Offering for up to $3 Million
MONTRÉAL (QU ÉBEC) – Scandium Can ada Ltd. (TSX-V: SCD) (OTC: SCDCF) (the
“Corporation”) announces that it is offering rights (the “Rights Offering ”) to eligible holders of its
common shares (the “Common Shares”) of record at the close of business on June 10, 2024 (the “Record
Date”).
Pursuant to the Rights Offering, each holder of Common Shares resident in a province or territory in Canada
(the “Qualified Jurisdictions”) will receive one right (a “Right”) for each Common Share held. Each whole
Right will entitle the holder to subscribe for 0.426614 of a unit (a “ Rights Unit”). Holders will need to
exercise 2.344039 Rights to acquire one Rights Unit. Each Rights Unit will consist of one Common Share
(a “Unit Share”) and one transferable Common Share purchase warrant (a “Unit Warrant ”). Each Unit
Warrant will entitle the holder to purchase, subject to adjustment in certain circumstances, one Common
Share at a price of $0.05 per Common Share for a period of 24 months from the date of issuance.
A holder of Rights must pay $0.0325 (the “Subscription Price”) to purchase one Right Unit. No fractional
Rights Units, fractional Unit Shares or fractional Unit Warrants will be issued and, where the exercise of
Rights would otherwise entitle the holder of Rights to a fractional Rights Unit, fractional Unit Share or
fractional Unit Warrant, the holder’s entitlement will be reduced to the next lowest whole number of Rights
Unit, Unit Share or Unit Warrant, as applicable, and no cash or other consideration will be paid in lieu
thereof.
The Corporation expects to raise gross proceeds of up to $3 million from the Rights Offering and intends to
use the net proceeds of the Rights Offering to fund the completion of 500 kg metallurgical test, its baseline
environmental studies at Crater Lake and for market development and administrative purposes.
The Rights will trade on the TSX Venture Exchange (“TSXV”) under the symbol SCD.RT commencing on
June 10, 2024. Holders of Common Shares purchased on or following the Record Date will not be entitled
to receive Rights under the Rights Offering. The Rights Offering expires at 4:00 p.m. (Montréal time) (the
“Expiry Time”) on July 5, 2024. Rights are exercisable until the Expiry Time, after which time unexercised
Rights will be void and of no value.
Shareholders who fully exercise their Rights under their Basic Subscription Privilege will also be entitled
to subscribe for additional Rights Units , if available as a result of unexer cised Rights prior to the Expiry
Time, subject to certain limitations set out in the offering c ircular (the “Circular”) including a pro rata
distribution if more additional Rights Units are subscribed for than are available.
Further details of the Rights Offering are contained in the Circular, which will be filed on SEDAR+ under
the Corporation’s profile at www.sedarplus.ca on or about June 6, 2024. There are currently 216,372,826
Common Shares outstanding.
Standby Commitment Agreement
In connection with the Rights Offering, the Corporation has entered on May 31, 2024, into a standby
commitment agreement (the “Standby Agreement”) with standby purchasers (the “Standby Purchasers”).
Pursuant to the Standby Agreement up to $1,000,000 of the Rights Offering has been guaranteed by Standby
Purchasers, assuming the fulfilment of all closing conditions to the Standby Purchase Agreement (the
“Standby Commitment”).
Subject to completion of the Rights Offering and performance by Standby Purchaser s of their obligations
under the Standby Agreement, but irrespective of whether the Standby Purchaser is actually required to
purchase any Rights Shares available as a result of any unexercised Rights under the Rights Offering, in
consideration solely for the Standby Commitment, the Corporation agreed to issue an aggregate of
7,692,307 non-transferable warrants (the “Bonus Warrants”), entitling the holder thereof to purchase an
aggregate of 7,692,307 Common Shares at an exercise price of $0.05 per Common Share. Each Bonus
Warrant will expire five years after the date of the closing of the Rights Offering.
Completion of the Rights Offering is subject to regulatory final approval, including the approval of the
TSXV .
This new 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 Canadian technology metals company focused on advancing its flagship Crater Lake
scandium and rare earth project in Québec.
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 Rights Offering, the completion of the Rights
Offering, the approval of the TSXV in connection with the Rights Offering, the completion of the Standby
Commitment, 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 reliance 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 express ed 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 V enture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX V enture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact:
Guy Bourassa
Chief Executive Officer
Phone: 1 (418) 580-2320
Rebecca Greco
Investor Relations
Phone: 1 (416) 822-6483