Mr. Guy Bourassa reports
SCANDIUM CANADA ACQUIRES AND REBRANDS FERREOL TECHNOLOGIES AS SCALIUM+, ITS NEW ALLOY COMMERCIALIZATION SUBSIDIARY
Scandium Canada Ltd. has closed the acquisition of all of the issued and outstanding shares in the capital of 9480-3798 Quebec Inc. (doing business as Ferreol Technologies), a company engaged in research and development, processing, and production activities of aluminum products and other alloys incorporating scandium, pursuant to a share purchase agreement dated June 29, 2026.
Following closing, Ferreol Technologies has been renamed Scalium+ Inc. and is now a wholly owned subsidiary of Scandium Canada dedicated to the commercialization of aluminum-scandium alloys developed by both organizations: the proprietary alloys engineered by the company's Scandium+ division and the Scalium line of alloys, one of the world's most advanced high-strength aluminum scandium alloys. Based on Ferreol Technologies' internal testing under controlled conditions, some Scalium alloys demonstrated strength results of up to 45 per cent higher than typical 7075 aerospace aluminum. Subject to further testing for commercial applications and scale, certain Scalium alloys may have the potential to substitute high-strength aluminum alloys or titanium in demanding high-stress applications. One Scalium alloy is already commercialized and brought to market by the Ferreol Technologies team.
Highlights:
- Scandium Canada acquires a team with a proven record in commercializing Al-Sc alloys, materially derisking and accelerating the path to market for the company's own alloy portfolio;
- Introduction of Scalium+, a wholly owned subsidiary, consolidating Al-Sc alloy commercialization for both Scandium Canada and Ferreol Technologies alloys;
- The company gains an established production workflow in Quebec and immediate commercial channels for Al-Sc alloys;
- Felix Lapointe, co-founder of Ferreol Technologies, is appointed chief executive officer of Scalium+, which results in him being considered an insider of the company within the meaning of applicable securities legislation;
- The transaction strengthens the company's two-engine model: the Crater Lake primary scandium project upstream and a now commercially active scandium-based alloy business downstream.
A proven commercial team and a faster path to market
Ferreol Technologies is engaged in research and development, processing, and production of aluminum alloys and other alloys, and has brought its Scalium alloys to market in its core commercial segments. Ferreol Technologies has patents pending in production of specialty aluminum-scandium alloys and developed its surface treatment. Ferreol Technologies has established working relationships with end-users in multiple sectors.
For Scandium Canada, the acquisition creates value by bringing together the expertise of two leading teams in scandium research and development. Namely, it brings into the company a professional team that has already achieved what most advanced material ventures only plan for: taking Al-Sc alloys from the laboratory to paying customers. This proven commercial execution reduces the risk profile of the company's downstream strategy and accelerates the precommercialization and commercialization milestones for its own Al-Sc alloys, well ahead of the Crater Lake project entering production.
Quotes
"This acquisition compresses our timeline to revenue on the alloys side of our business," said Guy Bourassa, chief executive officer of Scandium Canada. "We are bringing in a team that has already commercialized Al-Sc alloys, with infrastructure in place and customers in hand. Combined with our alloys development work and the Crater Lake project, Scalium+ gives us a complete chain, from primary scandium source to alloys in the market."
"I am very enthusiastic about working with a team with commercial experience and energy to a shared vision of scandium commercialization", said Luc Duchesne, PhD, chief science officer of Scalium+. "Above all, this team gives us the ability to take our research, expertise and vision into products, into markets and into the hands of end-users."
"Joining Scandium Canada gives us the financial and corporate capacity to accelerate the development and commercialization of our technologies and opens truly exciting opportunities for the future of the business," said Felix Lapointe, chief executive officer of Scalium+. "Scandium Canada's experience and intellectual property portfolio are very complementary to ours and allows us to get into new applications and markets. By joining forces, we can see further and get there much faster. We are thrilled and honoured."
"This is an important strategic milestone for Scandium Canada," said Jeff Swinoga, chairman of the board. "The company's strategy has always been to advance on more than one front: developing Crater Lake as a potential primary source of scandium while building the downstream alloy capabilities required to support market adoption. The acquisition of Ferreol Technologies and the launch of Scalium+ accelerates this strategy. The board has supported this integrated vision from the beginning, and we believe this transaction strengthens the company's platform, broadens its commercial capabilities and supports our objective of creating long-term shareholder value across the scandium supply chain."
Transaction terms
The company purchased from the vendors all the issued and outstanding shares in the capital of Ferreol Technologies. The company's aggregate obligations for the purchase of the shares of Ferreol Technologies are estimated at $6,608,132.67, subject to closing adjustments and an earnout, and consist of: (a) a cash payment of $2-million; (b) the issuance to the vendors of 22,000,009 common shares in the capital of the company, having a deemed aggregate fair market value of $4,070,001.67, based on the closing price of the company's common shares on the TSX Venture Exchange on June 26, 2026; and (c) the assumption of certain of Ferreol Technologies' estimated obligations and liabilities in an estimated aggregate amount of $538,131. In addition to the purchase price, the vendors may be entitled to a contingent cash earnout calculated as 1.5 times the revenues generated collectively by Ferreol Technologies and the company's Scandium+ division over a two-year reference period commencing on June 29, 2026, up to a maximum amount of $2.45-million. The consideration shares are subject to resale restrictions under applicable securities laws and to contractual resale restrictions in accordance with the following release schedule: (i) 15,000,008 consideration shares will be released on a staggered basis, with 3.75 million consideration shares being released on the day following the expiry of the fourth month following the closing date, and 1,607,144 consideration shares being released on the first day of each subsequent month until the 11th month following the closing date; and (ii) 7,000,001 consideration shares will be released upon the expiry of a 24-month period from the closing date.
To the knowledge of the company, the vendors are arm's-length parties to the company, and, accordingly, the transaction constitutes an arm's-length transaction, and no finders' fees were paid in connection therewith. In connection with the transaction, the vendors have agreed to non-competition and non-solicitation covenants for a period of three years from the closing date.
The board of directors of the company approved the grant to Felix Lapointe of an aggregate of three million incentive stock options pursuant to the company's share option plan. The options are exercisable at a price of 18.5 cents per common share, will vest monthly over a period of 36 months and have a term of five years from the date of grant. The grant remains subject to the approval of the TSX-V.
About Scalium+ Inc., formerly Ferreol Technologies
Scalium+, formerly Ferreol Technologies, a wholly owned subsidiary of Scandium Canada, consolidates the commercialization of aluminum-scandium alloys developed by Scandium Canada's Scandium+ division and the Scalium line of alloys and surface treatment developed by the Ferreol Technologies team. Based on Ferreol Technologies' internal testing under controlled conditions, some Scalium alloys demonstrated strength results of up to 45 per cent higher than typical 7075 aerospace aluminum. Subject to further testing for commercial applications and scale, certain Scalium alloys may have the potential to substitute high-strength aluminum alloys or titanium in demanding high-stress applications. Scalium+ brings specialized Al-Sc materials to market across multiple sectors.
About Scandium Canada Ltd.
Scandium Canada is a public company whose ultimate goal is to bring North America's only primary source of scandium into production, enabling the development and commercialization of aluminum-scandium alloys. The company is leveraging its Al-Sc alloy development through its subsidiary Scalium+ 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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