8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2021

SCANDIUM INTERNATIONAL MINING CORP.

(Exact name of registrant as specified in its charter)

000-54416

(Commission File Number)

British Columbia,<br>Canada	98-1009717
(State or other jurisdiction of<br>incorporation or organization)	(IRS Employer Identification<br>No.)

1430 Greg Street, Suite 501, Sparks, Nevada, 89431

(Address of principal executive offices)(Zip Code)

(775) 355-9500

Issuer’s telephone number

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07  Submission of Matters to a Vote of Security Holders.

At the Annual General Meeting of the holders of common shares of Scandium International Mining Corp. held on June 3, 2021, the shareholders voted on the following matters:

1.

Fixing the Number of Directors at Seven. The shareholders approved the number of directors to be fixed at seven.

For:	113,209,635
Against:	4,876,096
Non<br>Voted:	9,727,350

2.

Election of Directors. The following nominees were elected as directors to serve until the next annual general meeting of the shareholders:

George<br>F. Putnam	For:	110,927,869
	Withheld/Abstain:	7,157,862
	Non<br>Voted:	9,727,350
William<br>B. Harris	For:	113,109,949
	Withheld/Abstain:	4,975,782
	Non<br>Voted:	9,727,350
Willem<br>P.C. Duyvesteyn	For:	115,289,449
	Withheld/Abstain:	2,796,282
	Non<br>Voted:	9,727,350
Warren<br>K. Davis	For:	114,680,949
	Withheld/Abstain:	3,404,782
	Non<br>Voted:	9,727,350
James<br>R. Rothwell	For:	113,180,949
	Withheld/Abstain:	4,904,782
	Non<br>Voted:	9,727,350
Peter<br>B. Evensen	For:	114,517,852
	Withheld/Abstain:	3,567,879
	Non<br>Voted:	9,727,350
R.<br>Christian Evensen	For:	114,517,852
	Withheld/Abstain:	3,567,879
	Non<br>Voted:	9,727,350

3.

Appointment of Auditors. The shareholders approved the appointment of Davidson & Company LLP as auditors of the Company at a remuneration to be fixed by the Directors.

For:	127,701,206
Withheld/Abstain:	118,875
Non<br>Voted:	0

4.

Approval of Unallocated Entitlements under the Stock Option Plan. Subject to the requirements of the Toronto Stock Exchange, the shareholders approved all unallocated entitlements issuable under the Company’s 2015 stock option plan until June 3, 2024.

For:	110,496,183
Withheld/Abstain:	7,589,548
Non<br>Voted:	9,727,350

Item 7.01   Regulation FD Disclosure.

On June , 2021, the Company issued a press release entitled “Scandium International Mining Announces Voting Results from Annual General Meeting of Shareholders”.

A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits.

The following Exhibit relating to Item 7.01 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

99.1

News release dated June 7, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Scandium International Mining Corp.
Date:	June 7,<br>2021	(Registrant)
		/s/ Edward<br>Dickinson
		Edward<br>Dickinson,<br><br><br>Chief<br>Financial Officer

scy_ex991

Exhibit 99.1

NEWS RELEASE

TSX: SCY

June 7, 2021

NR 21-03

www.scandiummining.com

Scandium International Mining Announces Voting Results from Annual General

Meeting of Shareholders

Reno, Nevada – June 7, 2021 – Scandium International Mining Corp. (TSX: SCY) (the “Company”) is pleased to announce that at its annual general meeting of the shareholders held on June 3, 2021 all resolutions put to the shareholders were passed. At the meeting, shareholders approved setting the number of directors at seven and re-electing all of management’s director nominees, as listed in the management proxy circular dated April 24, 2020, to the Board of Directors to serve until the next annual general meeting. In addition, shareholders approved the re-appointment of Davidson & Company LLP as the Company’s auditor and all unallocated entitlements issuable under the Company’s 2015 stock option plan until June 3, 2024.

A total of 316,272,595 or 47.90% of the Company’s issued and outstanding shares were represented at the Meeting. The election of directors was approved by a majority vote of shareholders as follows:

	Votes for		Votes withheld
Motions	Number	Percent	Number	Percent
George<br>F. Putnam	110,927,869	93.94%	7,157,862	6.06%
William<br>B. Harris	113,109,949	95.79%	4,975,782	4.21%
Willem<br>P.C. Duyvesteyn	115,289,449	97.63%	2,796,282	2.37%
Warren<br>K. Davis	114,680,949	97.12%	3,404,782	2.88%
James<br>R. Rothwell	113,180,949	98.85%	4,904,782	4.15%
Peter<br>B. Evensen	114,601,769	97.05%	3,483,962	2.95%
R.<br>Christian Evensen	114,517,852	96.98%	3,567,879	3.02%

For further information, please contact:

Edward Dickinson, CFO

Tel: 775-233-7328

George Putnam, President and CEO

Tel: 928-208-1775

Email: [email protected]