SCD:CC - Scandium Canada Announces Closing of a Second of its Private Placement for Additional Gross Proceeds of $473000
(TheNewswire)
July 25, 2024 – TheNewswire – MONTRÉAL (QUÉBEC) – Scandium Canada Ltd. (TSX-V: SCD) (OTC: SCDCF) (the “ Corporation ”) announces the completion of a second tranche of its previouslyannounced non-brokered private placement of flow-through shares, foradditional gross proceeds of $473,000 (the “ Offering ”) . Thesecond tranche of the Offering consisted of the issuance of 9,460,000units of the Corporation (the “ Units ”) ata price of $0.05 per Unit. Each Unitconsists of one common share of the Corporation (a “ Common Share ”) that qualifies as “flow-through share”pursuant to subsection 66(15) of the Income Tax Act (Canada) (the “ TaxAct ”) , and one-halfCommon Share purchase warrant (each whole, a “ Warrant ”). EachWarrant entitles the holder thereof to purchase one Common Share at anexercise price of $0.10 per Common Share for a period of 24 monthsfrom the date of issuance thereof. If during a period of ten (10)consecutive trading days between the date that is four (4) monthsfollowing the closing of the Offering and the expiry of the Warrantsthe daily volume weighted average trading price of the Common Shareson the TSX Venture Exchange (the “ Exchange ”) (or suchother stock exchange where the majority of the trading volume occurs)exceeds $0.18 for each of those ten (10) consecutive days, theCorporation may, within 30 days of such an occurrence, give writtennotice to the holders of the Warrants that the Warrants will expire at4:00 p.m. (Montréal time) on the 30 th day followingthe giving of notice unless exercised by the holders prior to suchdate. Upon receipt of such notice, the holders of the Warrants willhave 30 days to exercise their Warrants. Any Warrants which remainunexercised at 4:00 p.m. (Montreal time) on the 30 th day followingthe giving of such notice will expire at that time.
The net proceeds from the sale of the Units will bemainly used by the Corporation to finance the diamond drilling programand the environmental data collection on its Crater Lake property ofthe Corporation.
No finder’s fees were paid in connection with theOffering. The Common Shares and the Warrantsissued pursuant to this Offering are subject to a restricted holdperiod of four months and one day, ending on November 26, 2024, underapplicable Canadian securities laws. The Offering remains subject tothe final approval of the Exchange.
Under the Offering, an insider of the Corporationpurchased a total of 60,000 Units for a totalconsideration of $ 3,000 which constitutes a“related party transaction” within the meaning of Regulation61?101 respectingProtection of Minority Security Holders in Special Transactions (“ Regulation 61-101 ”) and TSXV Policy 5.9 – Protection of MinoritySecurity Holders in Special Transaction .However, the directors of the Corporation who voted in favor of theOffering have determined, based on advice from counsel and management,that the exemptions from formal valuation and minority approvalrequirements provided for respectively under subsections 5.5(a) and5.7(1)(a) of Regulation 61-101 can be relied on as neither the fairmarket value of the Units issued to the insider nor the fair marketvalue of the consideration paid exceed 25% of the Corporation’smarket capitalization. None of the Corporation’s directors hasexpressed any contrary views or disagreements with respect to theforegoing. A material change report concerning this related partytransaction will be filed by the Corporation.
This news release does notconstitute an offer to sell or a solicitation of an offer to buy anyof the securities in the United States. The securities have not beenand 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 theUnited States or to U.S. Persons unless registered under the U.S.Securities Act and applicable state securities laws or an exemptionfrom such registration is available.
About Scandium Canada Ltd.
Scandium Canada is a Canadian technology metalscompany focused on advancing its flagship Crater Lake scandium andrare earth project in Québec.
Forward-Looking Statements
All statements, other thanstatements of historical fact, contained in this press releaseincluding, but not limited to, those relating to the intended use ofproceeds of the Offering, the final approval of the Exchange inconnection with the Offering, closing of any subsequent tranche of theOffering, the development of the Crater Lake project and, generally,the above “About Scandium Canada Ltd.” paragraph which essentiallydescribed the Corporation’s outlook, constitute “forward-lookinginformation" or “forward-looking statements” within themeaning 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 ofestimates and assumption that, while considered reasonable by theCorporation as of the time of such statements, are inherently subjectto significant business, economic and competitive uncertainties, andcontingencies. These estimates and assumption may prove to beincorrect. Many of these uncertainties and contingencies can directlyor indirectly affect, and could cause, actual results to differmaterially from those expressed or implied in any forward-lookingstatements and future events, could differ materially from thoseanticipated in such statements. A description of assumptions used todevelop such forward-looking information and a description of riskfactors that may cause actual results to differ materially fromforward-looking information can be found in the Corporation’sdisclosure 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 achievedor that assumptions do not reflect future experience. Forward-lookingstatements are provided for the purpose of providing information aboutmanagement’s endeavors to develop the Crater Lake project, and, moregenerally, its expectations and plans relating to the future. Readersare cautioned not to place undue reliance on these forward-lookingstatements as a number of important risk factors and future eventscould cause the actual outcomes to differ materially from the beliefs,plans, objectives, expectations, anticipations, estimates, assumptionsand intentions expressed in such forward-looking statements. All ofthe forward-looking statements made in this press release arequalified by these cautionary statements and those made in our otherfilings with the securities regulators of Canada. The Corporationdisclaims any intention or obligation to update or revise anyforward-looking statement or to explain any material differencebetween subsequent actual events and such forward-looking statements,except to the extent required by applicable law.
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Contact:
Guy Bourassa
Chief Executive Officer
Phone: 1 (418) 580-2320
info@scandium-canada.com
Rebecca Greco
Investor Relations
Phone: 1 (416) 822-6483
fighouse@yahoo.com
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