Mr. Guy Bourassa reports
SCANDIUM CANADA ANNOUNCES $10 MILLION BOUGHT DEAL LIFE OFFERING OF UNITS
Scandium Canada Ltd. has entered into an agreement with Research Capital Corp. as lead underwriter and sole bookrunner on its own behalf and on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 45,455,000 units of the company at a price per unit of 22 cents for aggregate gross proceeds to the company of $10,000,100.
Each unit will consist of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to acquire one common share in the capital of the company at a price per warrant share of 30 cents for a period of 30 months from the closing date (as defined herein).
The company has agreed to grant the underwriters an option, exercisable in full or in part up to 48 hours prior to the closing date, to sell up to an additional 6,818,250 units on the same terms for additional gross proceeds of up to $1,500,015. The offering will be completed pursuant to the terms of an underwriting agreement to be entered into among the company and the underwriters.
The net proceeds from the sale of the units will be used by the company for: (i) project expenditures and works on the Crater Lake project; (ii) development and precommercialization work on the company's proprietary aluminum-scandium alloys; and (iii) general corporate and working capital purposes.
The units will be issued in reliance on the listed issuer financing exemption available under the amendments by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) to: (i) National Instrument 45-106 (Prospectus Exemptions) set forth in Part 5A thereof to purchasers resident in Canada, except Quebec; (ii) Regulation 45-106 respecting prospectus exemptions set forth in Part 5A thereof to purchasers resident in Quebec. The securities issued in connection with the offering are expected to be immediately freely tradable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
The offering is expected to close on or about March 17, 2026, or such other date as the company and the underwriters may agree. Completion of the offering is subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
In consideration for their services, the company has agreed to pay to the underwriters a cash commission equal to up to 6 per cent of the aggregate gross proceeds of the offering (including gross proceeds from any exercise of the underwriter's option). The company has also agreed to issue to the underwriters non-transferable warrants in an amount equal to up to 6 per cent of the number of units sold in connection with the offering (including units sold from any exercise of the underwriter's option). Each broker warrant shall entitle the holder thereof to purchase one common share in the capital of the company at an exercise price of 22 cents for a period of 30 months following the closing date. The broker warrants will be subject to a statutory restricted period of four months and one day (including the common shares issuable upon the exercise of such broker warrants if exercised prior to the expiry of the hold period).
There is an offering document related to the offering that can be accessed under the company's issuer profile on SEDAR+ and on the company's website. Prospective investors should read this offering document and other documents on the company's SEDAR+ profile before making an investment decision.
About Scandium Canada Ltd.
Scandium Canada is a public company whose ultimate goal is to bring the world's leading primary source of scandium into production, enabling the development and commercialization of aluminum-scandium alloys. The company is leveraging its Al-Sc alloy development subsidiary and the development of its Crater Lake mining project to meet the growing need for lighter, greener, longer-lasting, high performance materials. The company aims to become a market leader in scandium, while committing itself to building a more responsible economy through innovation and agility.
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