8-K
SCANDIUM INTERNATIONAL MINING CORP. (SCYYF)
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): December 4, 2024 ****
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> <br>of incorporation or organization) | (IRS Employer<br><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 December 4, 2024, Scandium International Mining Corp. issued a press release entitled “Scandium International Mining Files Form 15 to Voluntarily Deregister and Suspend Its SEC Reporting Obligations”.
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 December 4, 2024. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document |
| --- | --- |
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: | December 4, 2024 | (Registrant) |
| Harry de Jonge, Comptroller |
ex_753879.htm
Exhibit 99.1
NEWS RELEASE
TSX: SCY
December 4, 2024
NR 24-03
www.scandiummining.com
SCANDIUM INTERNATIONAL MINING FILES FORM 15 TO VOLUNTARILY DEREGISTER AND SUSPEND ITS SEC REPORTING OBLIGATIONS
Reno, Nevada, December 4, 2024 – Scandium International Mining Corp. (TSX:SCY and OTCBB: SCYYF) (“Scandium International” or the “Company”), a company focused on the development of its Nyngan Scandium project in New South Wales, Australia, today announced that it has filed a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister its class of common shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its reporting obligations under Section 15(d) of the Exchange Act (the “Deregistration”). The Company’s obligation to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended immediately upon filing of the Form 15. Once the Form 15 is effective, which is expected to occur within 90 days of filing, the Company will follow Canadian reporting requirements including IFRS accounting standards and will no longer be an SEC reporting company in the United States and its obligations to file other reports with the SEC will also be suspended.
The Company’s decision to proceed with the Deregistration is aimed at further reducing the complexity and costs of reporting and allowing the management team to focus their efforts on the Company’s core business activities. The Deregistration does not impact the Company’s business operations. The Company will continue to file periodic reports in Canada in accordance with Canadian securities laws.
For inquiries to Scandium International Mining Corp, please contact:
Peter Evensen (CEO)
Tel: (775) 355-9500
Harry de Jonge (Comptroller)
Tel: (702) 703-0178
Email: ir@scandiummining.com
Forward-looking statements, such as the statement in this press release regarding the effectiveness of the Form 15, are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.