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 6, 2022

SCANDIUM INTERNATIONAL MINING CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada	000-54416	98-1009717
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(State or other jurisdiction<br><br>of incorporation or organization)	(Commission File Number)	(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 6, 2022, Scandium International Mining Corp. issued a press release entitled “Scandium International Mining Announces Closing of Second Tranche and Upsizing of 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 6, 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.
	(Registrant)
Date: June 6, 2022
	Harry de Jonge, Comptroller
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scy_ex991.htm EXHIBIT 99.1

NEWS RELEASE

TSX: SCY

June 6, 2022

NR 22-04

**** www.scandiummining.com ****

SCANDIUM INTERNATIONAL MINING

ANNOUNCES CLOSING OF SECOND TRANCHE

AND UPSIZING OF PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

Reno, Nevada, June 6, 2022 – Scandium International Mining Corp**.** (TSX:SCY) (“Scandium International” or the “Company”) is pleased to announce the closing of the second tranche of the Company’s private placement first announced on April 19, 2022 (the “Offering”). Within the second tranche, the Company raised aggregate gross proceeds of C$1,029,850 through the sale of 11,442,775 units (each, a “Unit”). When aggregated with the first tranche closing previously announced, the Company has raised aggregate gross proceeds of C$3,115,100 through the sale of 34,612,219 units at a price of C$0.09 per Unit. The Company intends to complete a final tranche of the Offering.

The aggregate proceeds exceed the C$3,000,000 placement amount originally announced to the market and, given the positive investor interest and response, the Company has increased the Offering up to C$3,568,023 for 39,644,699 units.

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 3, 2027.

Interim CEO Peter Evensen commented, “We are gratified to see the investor response to the Company’s strategy to rededicate itself to Scandium given the increased potential for scandium-aluminum alloys. It has enabled the Company to upsize this placement beyond the original C$3 million target and we welcome both the existing shareholders and the new investors that have participated in this placement.”

Scandium International Chairman William Harris commented, “The closing of this placement’s second tranche puts the Company in its best cash position in several years, without any debt. I want to congratulate everyone involved for the successful, upsized placement, especially given the recent volatility in markets. With this capital, the Company can start to look ahead as the Board and Management see the acceleration of the scandium market’s development. The Board and Management look forward to sharing with the market more information on its future plans to preserve and enhance the value of the Company’s scandium portfolio.”

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.

ABOUT SCANDIUM INTERNATIONAL MINING CORP.

The Company is focused on developing its Nyngan Scandium Project, located in NSW, Australia, into the world’s first scandium-only producing mine.  The project is 100% owned by the Company, through our Australian subsidiary, EMC Metals Australia Pty Ltd.

The Company filed a NI 43-101 technical report in May 2016, titled “Feasibility Study – Nyngan Scandium Project”. That feasibility study delivered an expanded scandium resource, a first reserve figure, and an estimated 33.1% IRR on the project, supported by extensive metallurgical test work and an independent, 10-year global marketing outlook for scandium demand.

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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