SCD:CC - Scandium Canada announces Units Rights Offering for up to $3 Million
(TheNewswire)
June 3, 2024 – TheNewswire - MONTRÉAL (QUÉBEC) – Scandium CanadaLtd. (TSXV: SCD) (OTC: SCDCF) (the “ Corporation ”) announces that it is offering rights (the “ Rights Offering ”)to eligible holders of its common shares (the “ Common Shares ”) ofrecord at the close of business on June 10, 2024 (the “ Record Date ”).
Pursuant to the Rights Offering, each holder of CommonShares resident in a province or territory in Canada(the “ QualifiedJurisdictions ”) will receive one right (a“ Right ”) for each Common Share held. Each whole Right willentitle the holder to subscribe for 0.426614 of a unit (a “ Rights Unit ”).Holders will need to exercise 2.344039 Rights to acquire one RightsUnit. 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 aprice of $ 0.05 per CommonShare 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 ofRights to a fractional Rights Unit, fractional Unit Share orfractional Unit Warrant, the holder’s entitlement will be reduced tothe next lowest whole number of Rights Unit, Unit Share or UnitWarrant, as applicable, and no cash or other consideration will bepaid in lieu thereof.
The Corporation expects to raise gross proceeds of upto $3 million from the Rights Offering and intends to use the netproceeds of the Rights Offering to fund the completion of 500 kgmetallurgical test, its baseline environmental studies at Crater Lakeand 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 Datewill not be entitled to receive Rights under the Rights Offering. TheRights Offering expires at 4:00 p.m. (Montréal time) (the“ Expiry Time” ) on July 5, 2024. Rights are exercisable until the ExpiryTime, after which time unexercised Rights will be void and of novalue.
Shareholders who fully exercise their Rights undertheir Basic Subscription Privilege will also be entitled to subscribefor additional Rights Units, if available as a result of unexercisedRights prior to the Expiry Time, subject to certain limitations setout in the offering circular (the “ Circular ”)including a pro rata distribution if more additional Rights Units aresubscribed for than are available.
Further details of the Rights Offering are contained inthe Circular, which will be filed on SEDAR+ under the Corporation’sprofile at www.sedarplus.ca on or aboutJune 6, 2024. There are currently 216,372,826 Common Sharesoutstanding.
Standby Commitment Agreement
In connection with the Rights Offering, the Corporationhas entered on May 31, 2024, into a standby commitment agreement (the“ StandbyAgreement ”) with standby purchasers(the “ StandbyPurchasers ”). Pursuant to the StandbyAgreement up to $1,000,000 of the RightsOffering has been guaranteed by StandbyPurchasers , assuming the fulfilment of allclosing conditions to the Standby Purchase Agreement (the“ StandbyCommitment ”).
Subject to completion of the Rights Offering andperformance by Standby Purchasers of their obligations under theStandby Agreement, but irrespective of whether the Standby Purchaseris actually required to purchase any Rights Shares available as a result of any unexercised Rights under theRights Offering , in consideration solely for theStandby Commitment, the Corporation agreed to issue an aggregate of7,692,307 non-transferable warrants (the “ Bonus Warrants ”),entitling the holder thereof to purchase an aggregate of 7,692,307Common Shares at an exercise price of $0.05 per Common Share. EachBonus Warrant will expire five years after the date of the closing ofthe Rights Offering.
Completion of the Rights Offering is subject toregulatory final approval, including the approval of the TSXV.
This new release does not constitutean offer to sell or a solicitation of an offer to buy any of thesecurities in the United States. The securities have not been and willnot be registered under the United States Securities Act of 1933, asamended (the " U.S. Securities Act ") or any state securities laws andmay not be offered or sold within the United States or to U.S. Personsunless registered under the U.S. Securities Act and applicable statesecurities laws or an exemption from 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 Rights Offering, the completion of the RightsOffering, the approval of the TSXV in connection with the RightsOffering, the completion of the Standby Commitment, 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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