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 15, 2022

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SCANDIUM INTERNATIONAL MINING CORP.
(Exact name of registrant as specified in its charter)

000-54416

(Commission File Number)

 

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

1390 Ione Pass Trail, Reno, Nevada, 89523

(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))

Securities registered pursuant to Section 12(b) of the Act: None

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). ☐

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 7.01  Regulation FD Disclosure.

On June 15, 2022, Scandium International Mining Corp. issued a press release entitled “Scandium International Mining Announces Closing of Third and Final of Non-Brokered Private Placement”.

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 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

99.1	News release dated June 15, 2022.
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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 15, 2022	(Registrant)
	Harry de Jonge, Comptroller
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scy_ex991.htm EXHIBIT 99.1

NEWS RELEASE

| TSX: SCY |

| June 15, 2022 |

| NR 22-05 |

| www.scandiummining.com **** |

SCANDIUM INTERNATIONAL MINING

ANNOUNCES CLOSING OF THIRD AND

FINAL TRANCHE OF NON-BROKERED

PRIVATE PLACEMENT

Reno, Nevada, June 15, 2022 – Scandium International Mining Corp**.** (TSX:SCY) (“Scandium International” or the “Company”) is pleased to announce the closing of the third and final tranche of the Company’s private placement first announced on April 19, 2022 (the “Offering”). Within the third tranche, the Company raised aggregate gross proceeds of C$287,190 through the sale of 3,190,999 units (each, a “Unit”). When aggregated with the first and second tranche closings previously announced, the Company has raised aggregate gross proceeds of C$ C$3,402,290 through the sale of 37,803,218 units at a price of C$0.09 per Unit.

The aggregate proceeds exceed the C$3,000,000 placement amount originally announced to the market.

Each Unit consists of one common share of the Company (a “Common Share”) and one share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire a Common Share at C$0.1075 for sixty (60) months until June 14, 2027.

The net proceeds from the sale of the Units will be used towards the maintenance of the Company’s scandium minerals properties and for general and administrative expenses. The Offering is conditional upon receipt of required regulatory approvals, including the approval of the TSX.

The securities issued and issuable pursuant to the Offering will be subject to a four month statutory hold period in accordance with applicable Canadian securities laws. The securities will also be subject to restrictions under U.S. securities laws, which generally restrict any resales for a period of six months.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

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For inquiries to Scandium International Mining Corp, please contact:

Peter Evensen (CEO)

| Tel: (702) 703-0178 | | Harry de Jonge (Comptroller) |

| Tel: (702) 703-0178 | | Email: ir@scandiummining.com |

This press release contains forward-looking statements about the Company and its business. Forward looking statements are statements that are not historical facts and include but are not limited to statements regarding the Offering, the use of proceeds, and closing of the final tranche of the Offering. The forward-looking statements in this press release are subject to various risks, uncertainties and other factors that could cause the Company's actual results or achievements to differ materially from those expressed in or implied by forward looking statements. Forward-looking statements are based on the beliefs, opinions and expectations of the Company's management at the time they are made, and other than as required by applicable securities laws, the Company does not assume any obligation to update its forward-looking statements if those beliefs, opinions or expectations, or other circumstances, should change.

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