SCD:CC - Scandium Canada provides Additional Details on the closing of its Right Offering and Announces a Private Placement
(TheNewswire)
July 12, 2024 – TheNewswire – MONTRÉAL (QUÉBEC) – Scandium CanadaLtd. (TSX-V: SCD) (OTC: SCDCF) (the “ Corporation ”) announced on July 8, 2024, that it had closed its previouslyannounced rights offering (the “ Rights Offering ”) to the holders of common shares in the capitalof the Corporation (“ Common Shares ”). The RightsOffering expired at 4:00 p.m. (Montréal time) on July 5, 2024. TheCorporation issued 30,769,231 units of the Corporation(the “ Units ”) at a subscription price of $0.0325 per Unit foraggregate gross proceeds of $1,000,000. The net proceeds of the RightsOffering will be used to help fund thecompletion of its 500 kg metallurgical test, its baselineenvironmental studies at Crater Lake and for market development andadministrative purposes. Each Unit consists of one Common Share and one common sharepurchase warrant (a “ Warrant ”). Each Warrant will entitle theholder thereof to purchase one Common Share, at a price of $0.05 perCommon Share, o nor before July 8, 2026.
The Corporation issued a total of 22,887,186 Unitsunder the basic subscription privilege and 6,127,070 Units under theadditional subscription privilege. The Standby Purchasers collectivelysubscribed for an additional 1,754,975 Units pursuant to their standbycommitment agreements, representing total subscription proceeds of$57,036.68.
To the knowledge of the Corporation, after reasonableinquiry, no person that was not an insider of the Corporation beforethe distribution under the Rights Offering became an insider as aresult of the distribution under the Rights Offering. To the knowledgeof the Corporation, after reasonable inquiry, directors, officers andother insiders of the Corporation, as a group, acquired 2,405,462Units under the basic subscription privilege and 4 Units under theadditional subscription privilege for an aggregate of 2,405,466 Unitsacquired under the Rights Offering, representing total subscriptionproceeds of $78,177.66.
At the close of business (Montréal Time) on theclosing date of the Rights Offering, there were 257,142,057 CommonShares issued and outstanding.
In consideration for the standby commitments of theStandby Purchasers, the Corporation issued to them 7,692,307non-transferable bonus warrants of the Corporation, entitling theStandby Purchasers to purchase up to a total of 7,692,307 CommonShares, on or before July 8, 2029, being 25% of the total number ofUnits the Standby Purchasers have committed to purchase, at a price of$0.05 per Common Share.
No fees or commissions were paid to finders or brokersin connection with the solicitation of the exercise of rights underthe Rights Offering.
The participation in the Rights Offering by certain“related parties” of the Corporation, namely, directors, seniorofficers and persons that have beneficial ownership of, or control ordirection over, directly or indirectly, more than 10% of the issuedand outstanding Common Shares, constitutes a “related partytransaction” under Multilateral Instrument 61-101 – Protection of MinoritySecurity Holders in Special Transactions (“ MI 61-101 “). The RightsOffering is not subject to the related party transaction rules underMI 61-101 based on a prescribed exception related to rightsofferings.
Final approval of the Rights Offering is subject toregulatory final approval.
Private Placement
The Corporation also announces its intention tocomplete a non-brokered private placement with investors relying on aprospectus exemption pursuant to Regulation 45-106respecting Prospectus Exemptions forgross proceeds of up to $100,000 (the “ Private Placement ” ). This Offering consists of the issuance of a maximum of3,076,923 Units at a price of $0.035 per Unit. Each Unit consists ofone Common Share and one Common Share purchase warrant (a“ Private Placement Warrant ”). Each PrivatePlacement Warrant entitles the holder thereof to purchase one CommonShare at an exercise price of $0.05 per Common Share for a period of24 months from the date of issuance thereof.
The net proceeds from the sale of the Units will bemainly used by the Corporation for general and corporate workingcapital purposes.
The Common Shares and the Private Placement Warrantsissued under this Private Placement will be subject to a restrictedhold period of four months and one day following the closing of thePrivate Placement under applicable Canadiansecurities laws. The Private Placement remains subject to the finalapproval of the TSX Venture Exchange.
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 of1933, as amended (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 and the Private Placement, the finalapproval of the regulatory authorities in connection with the RightsOffering and the Private Placement, the disclosure regardinginsiders’ participation in the Rights Offering and the PrivatePlacement, and, generally, the above “About Scandium Canada Ltd.”paragraph which essentially described the Corporation’s outlook,constitute “forward-looking information" or “forward-lookingstatements” within the meaning of applicable securities laws, andare based on expectations, estimates and projections as of the time ofthis press release. Forward-looking statements are necessarily basedupon a number of estimates and assumption that, while consideredreasonable by the Corporation as of the time of such statements, areinherently subject to significant business, economic and competitiveuncertainties, and contingencies. These estimates and assumption mayprove to be incorrect. Many of these uncertainties and contingenciescan directly or indirectly affect, and could cause, actual results todiffer materially from those expressed or implied in anyforward-looking statements and future events, could differ materiallyfrom those anticipated in such statements. A description ofassumptions used to develop such forward-looking information and adescription of risk factors that may cause actual results to differmaterially from forward-looking information can be found in theCorporation’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 achievedor that assumptions do not reflect future experience. Forward-lookingstatements are provided forthe purpose of providing information about management’s endeavors todevelop the Crater Lake project, and, more generally, its expectationsand plans relating to the future. Readers are cautioned not to placeundue reliance on these forward-looking statements as a number ofimportant risk factors and future events could cause the actualoutcomes to differ materially from the beliefs, plans, objectives,expectations, anticipations, estimates, assumptions and intentionsexpressed in such forward-looking statements. All of theforward-looking statements made in this press release are qualified bythese cautionary statements and those made in our other filings withthe securities regulators of Canada. The Corporation disclaims anyintention or obligation to update or revise any forward-lookingstatement or to explain any material difference between subsequentactual events and such forward-looking statements, except to theextent 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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