Scandium International Mining Corp 10-Q for FY2024 Q3
Scandium International Mining Corp. (SCYYF)
About this 10-Q
Scandium International Mining Corp filed this 10-Q on November 13, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $79.62K
- compared with net income of $74.73K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from _________ to __________________
(Commission File Number)
(Exact name of registrant as specified in its charter)
| British Columbia, |
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of November 13, 2024, the registrant’s outstanding common stock consisted of
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2024
Scandium International Mining Corp.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(Expressed in US Dollars) (Unaudited)
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As at: |
September 30, 2024 |
December 31, 2023 |
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ASSETS |
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Current |
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Cash |
$ | $ | ||||||
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Prepaid expenses and receivables |
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Total Current Assets |
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Reclamation bond (Note 3) |
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| Mineral property interests (Note 3) | ||||||||
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Total Assets |
$ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
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Current |
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Accounts payable and accrued liabilities |
$ | $ | ||||||
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Accounts payable with related parties (Note 4) |
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Derivative liability – warrants (Note 5) |
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Total Liabilities |
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| Shareholders’ Equity | ||||||||
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Capital stock (Note 5) (Authorized: |
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Treasury stock (Note 6) ( |
( |
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( |
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Additional paid in capital (Note 5) |
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Accumulated other comprehensive loss |
( |
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( |
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Deficit |
( |
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( |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
$ | $ | ||||||
Nature and continuance of operations (Note 1)
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Scandium International Mining Corp.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Expressed in US Dollars) (Unaudited)
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Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
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EXPENSES |
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Exploration |
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General and administrative |
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Insurance |
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Professional fees |
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Salaries and benefits |
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Travel |
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| ( |
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( |
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( |
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Foreign exchange gain |
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Interest income |
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Unrealized gain (loss) on derivative liability – warrants gain (Note 5) |
( |
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Income (loss) and comprehensive income (loss) for the period |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
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Basic and diluted income per common share |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
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Weighted average number of common shares outstanding – basic and diluted |
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The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Scandium International Mining Corp.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in US Dollars) (Unaudited)
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9-month period ended |
September 30, 2024 |
September 30, 2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Income (loss) for the period |
$ | ( |
) | $ | ||||
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Items not affecting cash: |
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Amortization |
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Stock-based compensation |
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Accrual reversal |
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Unrealized gain on derivative liability - warrants |
( |
) | ( |
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Unrealized gain on foreign exchange |
( |
) | ( |
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Changes in non-cash working capital items: |
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Decrease in prepaid expenses and receivables |
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Decrease in accounts payable, accrued liabilities and accounts payable with related parties |
( |
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( |
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( |
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Change in cash during the period |
( |
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Cash, beginning of period |
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Cash, end of period |
$ | $ | ||||||
| 2024 | 2023 | |||||||
| Cash paid during the 9-month period for interest | $ | $ | ||||||
| Cash paid during the 9-month period for taxes | $ | $ | ||||||
There were no significant non-cash investing and financing activities during the periods ended September 30, 2024 and 2023.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Scandium International Mining Corp.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)
(Expressed in US Dollars) (Unaudited)
|
Number of Shares |
Capital Stock |
Additional Paid in Capital |
Treasury Stock |
Accumulated Other Comprehensive Loss |
Deficit |
Total Shareholders’ Equity (Deficiency) |
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Balance, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Stock-based compensation |
- | |||||||||||||||||||||||||||
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Income for the three months |
- | |||||||||||||||||||||||||||
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Balance, March 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Stock-based compensation |
- | |||||||||||||||||||||||||||
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Loss for the three months |
- | ( |
) | ( |
) | |||||||||||||||||||||||
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Balance, June 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Stock-based compensation |
- | - | ||||||||||||||||||||||||||
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Income for the three months |
- | |||||||||||||||||||||||||||
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Balance, September 30, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Stock-based compensation |
- | - | ||||||||||||||||||||||||||
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Income for the three months |
- | ( |
) | ( |
) | |||||||||||||||||||||||
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Balance, December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Income for the three months |
- | ( |
) | ( |
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Balance, March 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Income for the three months |
- | ( |
) | ( |
) | |||||||||||||||||||||||
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Balance, June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
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Income for the three months |
- | - | - | - | - | ( |
) | ( |
) | |||||||||||||||||||
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Balance, September 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
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1. |
NATURE AND CONTINUANCE OF OPERATIONS |
Scandium International Mining Corp. (the “Company”) is a specialty metals and alloys company focusing on scandium and other specialty metals.
The Company was incorporated under the laws of the Province of British Columbia, Canada in 2006. The Company currently trades on the Toronto Stock Exchange (TSX) under the symbol “SCY”.
The Company’s focus is on the exploration and evaluation of its specialty metals assets, specifically the Nyngan scandium deposit located in New South Wales, Australia, The Company is an exploration stage company and anticipates incurring significant additional expenditures prior to production and any and all of its properties.
These condensed interim consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
The Company currently earns no operating revenues and will require additional capital in order to advance the Nyngan property. The Company’s ability to continue as a going concern is uncertain and is dependent upon the generation of profits from mineral properties, obtaining additional financing and maintaining continued support from its shareholders and creditors. These are material uncertainties that raise substantial doubt about the Company’s ability to continue as a going concern. In the event that additional financial support is not received, or operating profits are not generated, the carrying values of the Company’s assets may be adversely affected.
The political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.
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2. |
BASIS OF PRESENTATION |
Basis of presentation
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed interim consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated. In the opinion of management, all adjustments necessary for a fair statement of the condensed interim consolidated balance sheets, results of operations and comprehensive loss and cash flows for the interim periods have been made. Certain information and footnote disclosures normally included in the condensed interim consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. These condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023, and with our Annual Report on Form 10-K filed with the SEC on April 1, 2024. Operating results for the nine-month period ended September 30, 2024, may not necessarily be indicative of the results for the year ending December 31, 2024.
These unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, EMC Metals USA Inc., Scandium International Mining Corp., Norway AS, SCY Exploration Finland Oy, and EMC Metals Australia Pty Ltd. (“EMC-A”).
Use of estimates
The preparation of unaudited condensed interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations, asset impairment, stock-based compensation, derivative liabilities and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected.
The Company considers itself to be an exploration stage company and will consider the transition to development stage after it receives funding to begin mine construction, and board approval.
Fair value of financial assets and liabilities
The Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.
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2. |
BASIS OF PRESENTATION (cont’d…) |
Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.
Financial instruments, including cash, receivables, accounts payable and accrued liabilities, and accounts payable with related parties are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments. The carrying value of the reclamation bond approximates its fair value as a result of the interest rate being in line with market interest rates. Derivative liabilities are recorded at fair value, and are financial liabilities classified as held-for-trading.
The Company had no leases in the nine months ending September 30, 2024 and 2023.
The Company’s warrants have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 – Derivatives and Hedging, the warrants are presented as derivative liabilities. This liability value has no effect on the cash flow of the Company and does not represent a cash payment of any kind. The derivative liability is a result of the uncertainty associated with US dollar cash flows as a result of the underlying foreign currency fluctuations between the exercise price in Canadian dollars and the Company’s functional currency of US dollars.
The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis as at September 30, 2024 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset:
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September 30, |
Quoted Prices |
Significant Other |
Significant |
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Derivative liability - warrants |
$ | ( |
) |
$ | $ | ( |
) | $ | ||||||||
Recently Adopted and Recently Issued Accounting Standards
Accounting Standards Update 2023-07 – Segment Reporting (Topic 280). This update is to improve the disclosures about a public entity’s reportable segments through enhanced disclosures about significant segment expenses and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is reviewing this standard but anticipates little impact on its financial statements.
Accounting Standards Update 2023-09 – Income Taxes (Topic 740). This update is to enhance the transparency and decision usefulness of income tax disclosures for fiscal years beginning after December 15, 2024. The Company is reviewing this standard to determine the impact on its financial statements.
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3. |
MINERAL PROPERTY INTERESTS |
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September 30, 2024 |
Scandium and other |
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Balance, September 30, 2024, December 31, 2023 |
$ | |||
Title to mineral property interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral property interests. The Company has investigated title to all its mineral property interests and, to the best of its knowledge, title to all of its properties is in good standing.
SCANDIUM PROPERTIES
Nyngan, New South Wales Property
The Company holds a
Royalties attached to the Nyngan property include a
Honeybugle property, Australia
The Company holds a
Kiviniemi Scandium Property Finland
In December 2023, the Company decided not to renew an Exploration License for the Kiviniemi Scandium Property in central Finland form the Finnish regulatory body governing mineral exploration and mining in Finland. As at September 30, 2024 the Company has a reclamation bond of $
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4. |
RELATED PARTY TRANSACTIONS |
During the 9-month period ended September 30, 2024, the Company expensed $ for stock-based compensation for stock options granted to Company directors. During the 9-month period ended September 30, 2023, the Company expensed $
As at September 30, 2024, the Company owed $
| 5. | CAPITAL STOCK AND ADDITIONAL PAID IN CAPITAL |
The holders of common stock are entitled to vote for each share held. There are no restrictions that limit the Company’s ability to pay dividends on its common stock. The Company has declared any dividends since incorporation. The Company’s common stock has par value per common share.
Common Stock Issuances
During the nine months ended September 30, 2024, and the year ended December 31, 2023, there were no share issuances pursuant to private placements.
Warrants
A summary of warrant activity for the nine-month period ended September 30, 2024, are as follows:
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Number of warrants |
Exercise price |
Expiry date |
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Outstanding December 31, 2023 |
CAD$ |
May 20 - June 14, 2027 |
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Outstanding September 30, 2024 |
CAD$ |
May 20 - June 14, 2027 |
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A fair value of the derivative liability of $
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5. |
CAPITAL STOCK AND ADDITIONAL PAID IN CAPITAL (cont’d…) |
(September 30, 2023 - $
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September 30, 2024 |
Issuance date |
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Exercise price |
CAD$ | CAD$ | ||||||
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Stock price |
CAD$ | CAD$ | ||||||
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Expected term (in years) |
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Expected dividend yield |
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Expected stock price volatility |
% |
% |
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Risk-free interest rate |
% |
% |
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Stock Options
The Company established a stock option plan (the “Plan”) under which it is authorized to grant options to executive officers and directors, employees and consultants and the number of options granted under the Plan shall not exceed
Stock option transactions are summarized as follows:
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Stock Options |
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Number |
Weighted average exercise price in Canadian $ |
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Outstanding, December 31, 2022 |
$ | |||||||
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Granted |
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Expired |
( |
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Outstanding, December 31, 2023 |
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Expired |
( |
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Outstanding, September 30, 2024 |
$ | |||||||
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Number currently exercisable |
$ | |||||||
As at September 30, 2024, incentive stock options were outstanding as follows:
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Number of Options Outstanding |
Number of Options Exercisable |
Exercise Price in Canadian $ |
Expiry Date |
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Options |
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As at September 30, 2024 the Company’s outstanding and exercisable stock options have an aggregate intrinsic value of $ (December 31, 2023 - $).
Stock-based compensation
During the 9-month period ended September 30, 2024, the Company recognized as part of salaries and benefits, stock-based compensation of $ (September 30, 2023- $
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6. |
TREASURY STOCK |
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Number |
Amount |
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Treasury shares, September 30, 2023, and December 31 2022 |
$ | |||||||
Treasury shares comprise shares of the Company which cannot be sold without the prior approval of the TSX.
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7. |
SEGMENTED INFORMATION |
The Company’s mineral properties are located in Australia. The Company’s capital assets’ geographic information is as follows:
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September 30, 2024 |
Australia |
United States |
Total |
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Mineral property interests |
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| $ | $ | $ | ||||||||||
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December 31, 2023 |
Australia |
United States |
Total |
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Mineral property interests |
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| $ | $ | $ | ||||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the operating results, corporate activities and financial condition of Scandium International Mining Corp. (hereinafter referred to as “we”, “us”, “Scandium International”, “SCY”, or the “Company”) and its subsidiaries provides an analysis of the operating and financial results between December 31, 2023, and September 30, 2024, and a comparison of the material changes in our results of operations and financial condition between the three and nine month periods ended September 30, 2024, and the three and nine month periods ended September 30, 2023. This discussion should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023.
This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the heading “Risk Factors and Uncertainties” in our Annual Report on Form 10-K for the year ended December 31, 2023, and elsewhere in this Quarterly Report on Form 10-Q.
The condensed consolidated interim statements have been prepared in accordance with US Generally Accepted Accounting Principles, as required under U.S. federal securities laws applicable to the Company, and as permitted under applicable Canadian securities laws. The Company is a reporting company under applicable securities laws in Canada and the United States. The reporting currency used in our financial statements is the United States Dollar.
The information contained within this report is current as of November 13, 2024, unless otherwise noted. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Technical information in this Form 10Q, including the MD&A, has been reviewed and approved by John Thompson, a Qualified Person as defined by Canadian National Instrument 43-101 (“NI 43-101”).
Cautionary Note to U.S. Investors Regarding Reserve and Resource Estimates
The Company uses Canadian Institute of Mining, Metallurgy and Petroleum definitions for the terms “proven reserves”, “probable reserves”, “measured resources” and “indicated resources.” U.S. investors are cautioned that while these terms are recognized and required by Canadian regulations, including National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), the U.S. Securities and Exchange Commission (“SEC”) does not recognize them. Canadian mining disclosure standards differ from the requirements of the SEC under SEC Industry Guide 7, and reserve and resource information referenced in this Form 10-Q may not be comparable to similar information disclosed by companies reporting under U.S. standards. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserve.” Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit the inclusion of information concerning “measured mineral resources” or “indicated mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. Disclosure of “contained ounces” in a resource estimate is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves in compliance with NI 43-101 may not qualify as “reserves” under SEC standards.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q may constitute 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, reserve and resource estimates, estimated value of the project, projected investment returns, anticipated mining and processing methods for the project, the estimated economics of the project, anticipated scandium recoveries, production rates, scandium grades, estimated capital costs, operating cash costs and total production costs, planned additional processing work and environmental permitting. The forward-looking statements in this report 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. These risks, uncertainties and other factors include, without limitation, risks related to uncertainty in the demand for scandium and pricing assumptions; uncertainties related to raising sufficient financing to fund the Nyngan Scandium Project in a timely manner and on acceptable terms; changes in planned work resulting from logistical, technical or other factors; the possibility that results of work will not fulfill expectations and realize the perceived potential of the Company's properties; uncertainties involved in the estimation of scandium reserves and resources; the possibility that required permits may not be obtained in a timely manner or at all; the possibility that capital and operating costs may be higher than currently estimated and may preclude commercial development or render operations uneconomic; the possibility that the estimated recovery rates may not be achieved; risk of accidents, equipment breakdowns and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in the work program; risks related to projected project economics, recovery rates, and estimated NPV(“Net Present Value”) and anticipated IRR(“Internal Rate of Return”) and other factors identified in the Company's SEC filings and its filings with Canadian securities regulatory authorities. 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, change.
Scandium International Corporate Overview
Scandium International Mining Corp. (“The Company”) is a specialty metals and alloys company focused on developing the production and sale of scandium and other specialty metals. The Company intends to utilize its know-how and, in certain instances, patented technologies to maximize opportunities in scandium and other specialty metals.
Our most advanced project is the Nyngan Scandium Project, located in New South Wales, Australia (the “Nyngan Scandium Project”), on which we hold a mine lease grant and a development consent. We also hold an exploration license on a scandium mineral property located near Nyngan known as the “Honeybugle Scandium property.”
In November 2023 we commenced physical development of the Nyngan Scandium Project following the results of the 2023 Nyngan drilling program which better defined the western boundary of the existing resource. The actions included:
• Survey conducted of the site to establish and peg the boundaries for proposed work in accordance with State Significant Development 5157 (“SSD 5157”).
• Soil management works including the establishment of water exclusion embankments and the stripping of topsoil, with subsequent stockpiling.
• Construction and placement of temporary office quarters at the site for future site development activities.
In the first quarter of 2023, we completed a drilling program at the Honeybugle Scandium Project which discovered a new Scandium enriched laterite formation approx. 2 meters below the surface area at the Woodlong prospect within the Honeybugle Exploration License 7977 area, where 32 vertical air core holes were drilled in an approximately 300m x 400m area.
During the first quarter of 2022, SCY completed an internal review of its portfolio of assets and projects. The purpose of this review was to determine the appropriate allocation of capital between the Company’s scandium activities and the recently announced initiatives on Critical Metals Recovery (CMR) and High Purity Alumina (HPA). The board decided and announced on April 18, 2022, that the best return on invested capital for its shareholders is to prioritize the Company’s portfolio of scandium assets including the Nyngan Scandium Project and to idle its CMR and HPA initiatives. As a result of the review, leadership changes were also made with the appointment of a CEO and CFO and a downsizing of the board to four directors.
As its first priority, the new management completed a C$3.4 million non-brokered equity private placement which replenished cash balances and eliminated negative working capital. The second priority was to reduce costs, and the Company has been successful in reducing corporate G&A costs, including for example, that our CEO and CFO agreed to receive no cash compensation from their appointment in 2022 until present.
Our plan of operation for 2024 is to continue to advance commercial discussions with potential offtake partners. The completion of a sufficient number of offtake agreements totalling a minimum quantity is the critical factor to enable the Company to be in a position to consider taking a Final Investment Decision to put the Nyngan Scandium Project into production. At the same time, the capital raise in 2022, positive working capital and no debt, and the reduction of operating costs have given the Company time to be in a position to benefit from the growing market adoption of scandium.
We acquired a 100% interest in the Nyngan Scandium Project in June of 2014 pursuant to the terms of a settlement agreement with Jervois Mining Ltd. of Melbourne, Australia. The project is held through our Australian subsidiary, EMC Metals Australia Pty Ltd. (“EMC Australia”), which also holds the Honeybugle Scandium Property.
Principal Properties Review
The Company’s technical disclosure in this section uses certain terms which are defined by the Canadian Institute of Mining, Metallurgy and Petroleum, and required to be disclosed in accordance with Canadian National Instrument 43-101 (“NI 43-101”). The disclosure standards in the United States Securities and Exchange Commission’s (the “SEC”) Subpart 1300 of Regulation S-K contain significant differences from the disclosure requirements of NI 43-101 and information presented in this section may not be comparable with United States standards in documents filed with the SEC. Accordingly, information concerning mineral deposits set forth in this section may not be comparable with information presented by companies using only United States standards in their public disclosures.
Nyngan Scandium Project (NSW, Australia)
Nyngan Property Description and Location
The Nyngan Scandium Project site is located approximately 450 kilometers northwest of Sydney, NSW, Australia and approximately 20 kilometers due west of the town of Nyngan, a rural town of approximately 2,900 people. The general area can be characterized as flat countryside and is classified as agricultural land, used predominantly for wheat farming and livestock grazing.
Figure 1: Location of Nyngan Project
Note: None of the Existing Mines identified in Figure 1 produce scandium.
Figure 2: Location of the Exploration Licenses and Mining Lease for the Nyngan Scandium Project
Note: All Exploration Licenses and Leases described in Figure 2 are held 100% by EMC-A.
Nyngan Feasibility Study
On April 18, 2016, the Company announced the results of an independent definitive feasibility study on the Nyngan Scandium Project. The technical report on the feasibility study entitled “Feasibility Study – Nyngan Scandium Project, Bogan Shire, NSW, Australia” is dated May 4, 2016, and was independently compiled pursuant to the requirements of NI 43-101 (the “Feasibility Study” or “DFS”).
Environmental Permitting/Development Consent/Mining Lease
On May 2, 2016, the Company announced the filing of an Environmental Impact Statement (“EIS”) with the New South Wales Department of Planning and Environment (the “Department”) in support of the planned development of the Nyngan Scandium Project. The EIS was prepared by R.W. Corkery & Co. Pty. Limited, on behalf of the Company’s subsidiary, EMC Australia, to support an application for Development Consent for the Nyngan Scandium Project. The EIS is a self-contained set of documents, which includes a Specialist Consultants’ Study Compendium, and is considered the foundational environmental document used to seek a Development Consent.
EIS Highlights:
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The EIS finds residual environmental impacts represent negligible risk. |
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The proposed development design achieves sustainable environmental outcomes. |
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The EIS finds net-positive social and economic outcomes for the community. |
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Nine independent environmental consulting groups conducted analysis over five years, and contributed report findings to the EIS. |
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The Nyngan Project development is estimated to contribute A$12.4M to the local and regional economies, and A$39M to the State and Federal economies, annually. |
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The EIS is fully aligned with the DFS and with a NSW Mining License Application for the Nyngan Project. |
The conclusion statement in the EIS reads as follows: “In light of the conclusions included throughout this Environmental Impact Statement, it is assessed that the Proposal could be constructed and operated in a manner that would satisfy all relevant statutory goals and criteria, environmental objectives and reasonable community expectations.”
Development Consent:
The Development Consent is considered the key approval required to build a mine facility in Australia. As the Nyngan Scandium Project is considered a State Significant Project (capital cost + A$30 million), the Minister of Planning and Environment is designated to manage the investigation and approval process for any granting of a Development Consent.
On November 10, 2016, the Company announced that the Development Consent had been granted. This Development Consent represents an approval to develop the Nyngan Scandium Project and is based on facts and findings contained in the EIS. The Development Consent follows an in-depth review of the EIS, the project plan, community impact studies, public EIS exhibition and commentary, and economic viability, and involved more than 12 specialized governmental agencies and groups.
Mining Lease:
During July 2019, EMC Australia received notice of approval for its most current mining lease (ML) application. The ML (ML 1792) overlays select areas previously covered by exploration licenses and represents the final major development approval required from the NSW Government to begin construction on the project. The ML 1792 grant is issued for a period of 21 years and is based on the development plans and intent submitted in the ML application. The ML can be modified by NSW regulatory agencies, as requested by EMC Australia over time, to reflect changing operating conditions.
In addition to these two key governmental approvals, other required licenses and permits must be acquired but are considered routine and require only compliance with fixed standards and objective measurements. These remaining approvals include submittal of numerous plans and reports supporting compliance with the Development Consent and Mining Lease. In addition, the following water, roads, dam and electrical access reviews and arrangements must be finalized:
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Water Supply Works and Use Approval and Water Access License, |
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State and local approval for construction of the intersection of the Site Access Road and Gilgai Road, |
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An approval from the NSW Dams Safety Committee for the design and construction of the Residue Storage Facility, and |
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A high voltage connection agreement with Essential Energy. |
The 2019 ML 1792 grant covers 810 acres (354 hectares) of surface area fully owned by the Company, an area adequate to construct and operate a scandium mine of a scale outlined in the definitive Feasibility Study. The Company had originally filed a mining lease application (MLA 531) covering an area of 874 hectares, which was granted in 2017 as a mining lease (ML 1763), and later ruled invalid. At that time, it was unknown, to both the Department and the Company, that a local landowner had filed a prior, timely and valid objection to the granting of that mining lease. The reduction in area between the initial 2017 ML 1763 and the replacement 2019 ML 1792 represented acreage protested in an “Agricultural Land” objection lodged by a local landowner. The landowner holds freehold surface ownership over a portion of the original grant that was previously covered by the 2017 ML 1763.
On September 10, 2020, the Company announced receipt of a final determination letter from the Deputy Secretary, Department of Regional NSW, Division of Mining, Exploration and Geoscience resolving the outstanding objection filed by the landowner in 2016.
Written advice from the Department to the Company makes clear that all required independent investigative processes, and all affected party comment periods, were completed, and the Department’s decision in this dispute matter is final. There are further state courts of appeal available to the landowner, but the facts supporting this final decision are confirmed by the NSW Department of Primary Industry and follow governing law.
This Final Determination from the NSW Government will again allow all measured and indicated resource included in the Nyngan Scandium Project DFS to be reinstated in a new mining lease grant, for which the Company has filed an application, and which remains pending with the NSW Government.
Honeybugle Scandium Property (NSW, Australia)
On April 2, 2014, the Company announced that it had secured a 100% interest in an exploration license (EL 7977) covering 34.7 square kilometers in New South Wales, Australia. The license area we call the ‘Honeybugle Scandium Property’ is located approximately 24 kilometers west-southwest from the Company’s Nyngan Scandium Project and approximately 36 kilometers southwest from the town of Nyngan, NSW. The application to renew the exploration license for a further six years was approved in November 2022.
Exploration rights for the Honeybugle Scandium Property include certain minimum expenditure requirements. The Company intends to fulfill those minimum expenditure requirements and executed a new drilling program in the first quarter of 2023.
Honeybugle Drill Results
The Honeybugle drill program was completed in the first quarter of 2023. The drill program found Scandium enriched laterite formation defined as the Woodlong prospect within the Honeybugle Exploration Licence 7977 area, where 32 vertical air core holes were drilled during first quarter 2023 in an approximately 300m x 400m area.
The laterite mineralization, consisting of both hematite and limonite, lies less than 2 meters below the surface. The laterite zone appears to thicken to both the west and south. Additional metallurgical testing is required on the saprolite mineralization to determine suitability for potential economic extraction.
Use Of Scandium In Lithium-Ion Batteries
On September 24, 2020, the Company announced the filing of a provisional patent application with the US Patent Office seeking patent rights on various applications of scandium in lithium-ion batteries. The patent application covers a number of scandium enhancements, including doping potential for both anodes and cathodes, and for solid electrolytes.
Patent Application Highlights:
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US Patent Application filed for use of scandium in lithium-ion battery applications. |
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Scandium doping applications are explained for anodes, cathodes and electrolytes. |
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Scandium offers conductivity advantages as a dopant, over other options, and |
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Scandium in other aluminum components offers numerous property improvements, including conductivity, strength and corrosion resistance. |
Patent Application Discussion:
Rechargeable lithium-ion batteries (LIBs) are a staple of everyday life. The search for improved performance through design and materials advances is intense today. Considerable effort is being expended in developing next-generation materials for LIBs that will make batteries safer, lighter, more durable, faster to charge, more powerful, and more cost-effective. A sampling of some these efforts follows:
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Minimizing or removing cobalt from cathode materials, based on cost, supply and geographic sourcing issues. |
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Improving the durability of liquid electrolytes with dopants, or substitution with safer and higher performing liquid or solid electrolyte systems. |
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Designing for higher voltage potential by utilizing different anode or cathode materials. |
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Determining combinations of metals that can better withstand harsh internal conditions. |
Scandium, along with other specialty metals, has a clear role to play in each of these areas.
One particularly promising area for scandium contributions is in a lithium nickel manganese oxide (LNMO) battery. The cathode in this design substitutes manganese for cobalt and supports a higher nickel content as well. The substitution then delivers higher working potentials (voltage), higher energy densities, and faster charge/discharge rates, all of which offer the promise of improved battery performance.
Delivering on that promise requires a number of improvements, including employing a dopant for stabilization of the manganese in the LNMO cathode, potential stabilization of lithium titanate (LTO) anode materials as well, and use of dopants to improve the conductivity of both these anode and cathode materials. Conventional liquid electrolytes may see improved function and longevity with the improved cathode and anode conductivity. Scandium represents a suitable and effective dopant in each of these applications.
Solid state electrolytes (SSEs) represent another potential break-through improvement in LIBs. They will handle higher voltages, higher temperatures, greater power densities, are potentially easier to package, and are considered safer in use. Scandium represents a suitable and effective dopant in these applications, analogous to the use of scandium to stabilize solid zirconia electrolytes in solid oxide fuel cells. Recently technical papers (available upon request) covering the use of Lithium Super Ion Conductors (LiSICON) for SSEs have indicated that primary compounds containing scandium, such as Li3Sc2(PO4)3, LiScP2O7 and Li3Sc(BO3)2, LiScO2 as well as certain doped compounds such as Li1.33ScSi0.33P1.67O7, Li3.375Mg0.375Sc0.625(BO3)2, Li1.5Al0.33Sc0.17Ge1.5(PO4)3, etc. can provide desirable crystal structural frameworks for solid state electrolytes. Non-oxide LiSICON fast conductors have also been identified recently, such as some lithium cryolite types: Li3ScCl6, as well as its fluoride counterpart Li3ScF6.
Lithium-ion batteries employ aluminum in a number of areas, specifically in cathode structure, current connectors, and in general battery structure. Aluminum-scandium alloys represent an enhanced aluminum alloy option, based on their combination of conductivity and strength.
The intent of this SCY patent filing was to advise the battery industry that scandium is a prospective dopant choice for enhanced performance of LIBs, both under existing design parameters and in particular for next-generation LNMO batteries. We want to ensure that battery research and design groups consider scandium additions, amongst their various materials choices, as they race to build a better lithium-ion battery.
Operating results - Revenues and Expenses
The Company’s results on a year-to-date basis reflect lower operating costs. Cash expenditures were $235,842 lower primarily due to lower exploration and salaries and benefit costs when compared to the year-to-date cash expenditures of the nine-month period ended September 30, 2023.
Summary of quarterly results
A summary of the Company’s quarterly results is shown below at Table 1.
Table 1. Quarterly Results Summary (US$)
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2024 |
2023 |
2022 |
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Q3 |
Q2 |
Q1 |
Q4 |
Q3 |
Q2 |
Q1 |
Q4 |
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Net Sales |
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
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Net Income (Loss) attributable to Scandium Mining Corp. |
(79,620 | ) | (4,257 | ) | (151,196 | ) | (133,732 | ) | 74,732 | (129,756 | ) | 236,000 | 228,371 | |||||||||||||||||||
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Basic and diluted Net Income (Loss) per share attributable to Scandium Mining Corp. |
(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | 0.00 | (0.00 | ) | 0.00 | 0.00 | |||||||||||||||||||
Results of Operations for the three months ended September 30, 2024
The net loss for the quarter was $79,620, a decrease of $154,352 from a net profit of $74,732 in the same quarter of the prior year. Details of the individual items contributing to the net decrease are set out below at Table 2:
Table 2. Variance Analysis for Net Loss
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Q3 2024 vs. Q3 2023 – Variance Analysis
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Item
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Variance Favourable / (Unfavourable) |
Explanation |
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Gain (loss) on derivative liability |
$ | (171,455 | ) |
Warrants issued in Q2 2022 are in Canadian funds. The value of the warrants are recalculated based on Black-Scholes calculation at the end of each quarter. With the fluctuations in the share price, exchange rate with the Canadian dollar, and interest rates a gain or loss on this is recorded in the financial statements. This is a non-cash item. |
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Foreign exchange |
$ | (24,171 | ) |
The US dollar strengthened in Q3 against both the Australian and Canadian dollar. Because we hold a large amount of funds in these two currencies a smaller foreign exchange gain was incurred than in Q3 of 2023. |
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Interest income |
$ | (2,939 | ) |
Decrease in interest income due to a decrease in term deposits compared to Q3 2023. |
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Insurance |
$ | 893 |
Slightly lower premiums for director and officer insurance and general liability insurance resulted in this minor variance when comparing the two quarters. |
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Exploration |
$ | 6,672 |
In 2023, the Company carried out drilling activities on its Australian properties while in Q3 2024, no exploration activities were conducted. |
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Professional fees |
$ | 7,990 |
Legal fees decreased in Q3 2024 due to decreased legal activity compared to Q3 2023. |
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General and administrative |
$ | 9,112 |
This favorable variance is due to the Company’s commitment to reduce overall operating costs. |
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Salaries, benefits and stock-based compensation |
$ | 19,546 |
Management salaries were slightly reduced in Q2 2024 when compared to the corresponding quarter in 2023. No stock-based compensation was recognized in either quarter. |
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Results of Operations for the nine months ended September 30, 2024
The loss for the nine-month period was $235,073, a decrease of $416,049 from a net profit of $180,976 in the same nine month period of the prior year. Details of the individual items contributing to the net decrease are set out below at Table 3.
Table 3. Variance Analysis for Net Profit
|
Nine-month period ending September 30, 2024, vs. the nine-month period ending September 30, 2023 – Variance Analysis
|
|||||
|
Item
|
Variance Favourable / (Unfavourable) |
Explanation
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|
Gain on derivative liability |
$ | (644,147 | ) |
Warrants issued in Q2 2022 are in Canadian funds. The value of the warrants are recalculated based on Black-Scholes calculation at the end of each quarter. With the fluctuations in the share price, exchange rate with the Canadian dollar, and interest rates a gain or loss on this is recorded in the financial statements. This is a non-cash item. |
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|
Professional fees |
$ | (13,511 | ) |
Increased legal fees incurred during the nine months ended September 30, 2024 compared to the previous year. |
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Interest income |
$ | (5,828 | ) |
Decrease in interest income due to a decrease in term deposits compared to comparative period. |
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Foreign exchange |
$ | (1,916 | ) |
The US dollar strengthened in Q3 against both the Australian and Canadian dollar. Because we hold a large amount of funds in these two currencies a smaller foreign exchange gain was incurred than in 2024. |
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Insurance |
$ | 906 |
Slightly lower premiums for director and officer insurance and general liability insurance resulted in this minor variance when comparing the two nine-month periods. |
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Travel |
$ | 3,339 |
In Q1 2023, management visited the property and legal counsel in Australia. No such expenditures were incurred in 2024. |
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General and administrative |
$ | 9,873 |
With the continuing focus on reducing costs, the Company incurred less fees for items included in this category. |
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Salaries, benefits and stock-based compensation |
$ | 85,072 |
The decrease from 2023 to 2024 is due to the fact that in 2024 no stock-based compensation was recognized in the nine-month period, and management salaries were reduced. |
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Exploration |
$ | 150,163 |
In Q2 2023, the Company carried out drilling activities on its Australian properties while in 2024, no exploration activities were conducted. |
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Cash flow discussion for the nine-month period ended September 30, 2024, compared to September 30, 2023
The cash outflow for operating activities was $303,482, a decrease of $414,208 (September 30, 2023 – $717,690).
Financial Position
Cash
The Company’s cash position decreased during the nine-month period by $303,482 to $718,474 (December 31, 2023 - $1,021,956) due mainly to payments of accrued salaries.
Prepaid expenses and receivables
Prepaid expenses and accounts receivable decreased by $26,765 to $13,446 during the nine-month period due to the expensing of prepaids (December 31, 2023 - $40,211).
Mineral interests
Mineral interests remained the same at $704,053.
Accounts payable, accrued liabilities and accounts payable with related parties
Current liabilities have decreased by $95,048 to $254,211 (December 2023 – $349,259) due to the warrant derivative liability being decreased and the payment of accrued salaries. Excluding the derivative liability, a decrease of $11,666 took place for this item.
Capital Stock
Capital stock remained at $111,144,603 (December 31, 2023 - $111,144,603).
Additional paid-in capital remained at $853,400.
Liquidity and Capital Resources
At September 30, 2024, the Company had a working capital of $477,709 including cash of $718,474, as compared to a working capital of $712,908 including cash of $1,021,956 at December 31, 2023.
At September 30, 2024, the Company had a total of 36,725,000 stock options exercisable between C$0.035 and C$0.180 that have the potential upon exercise to generate a total of C$3,312,750 in cash over the next four and a quarter years. There is no assurance that these securities will be exercised. At September 30, 2024, the Company had a total of 37,803,218 share purchase warrants exercisable at C$0.1075 that have the potential upon exercise to generate a total of C$4,063,846 in cash over the next three years. The Company’s continued development is contingent upon its ability to raise sufficient financing both in the short and long term. There are no guarantees that additional sources of funding will be available to the Company; however, management is committed to pursuing all possible sources of financing in order to execute its business plan. The Company continues its cost control measures to conserve cash to meet its operational obligations.
Outstanding share data
At the date of this report, the Company has 355,860,813 issued and outstanding common shares, 37,803,218 purchase warrants currently outstanding at an exercise price of C$0.1075 and 36,725,000 stock options currently outstanding at a weighted average exercise price of C$0.09.
Off-balance sheet arrangements
At September 30, 2024, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.
Transactions with related parties
During the 9-month period ended September 30, 2024, the Company expensed $Nil for stock-based compensation for stock options granted to Company directors. During the 9-month period ended September 30, 2023, the Company expensed $54,317 for stock-based compensation for stock options issued to Company directors.
As at September 30, 2024, the Company owed $5,193 to an officer of the Company. (December 31, 2023 - $5,104).
Proposed Transactions
There are no proposed transactions outstanding other than as disclosed.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting policies requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on past experience, industry trends and known commitments and events. By their nature, these estimates are subject to measurement uncertainty and the effects on the financial statements of changes in such estimates in future periods could be significant. Actual results will likely differ from those estimates.
Stock-based compensation
The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options and compensatory warrants granted. This model is subject to various assumptions. The assumptions the Company makes will likely change from time to time. At the time the fair value is determined, the methodology the Company uses is based on historical information, as well as anticipated future events. The assumptions with the greatest impact on fair value are those for estimated stock volatility and for the expected life of the instrument.
Future income taxes
The Company accounts for tax consequences of the differences in the carrying amounts of assets and liabilities and their tax bases using tax rates expected to apply when these temporary differences are expected to be settled. When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no future income tax asset is recognized. The Company has taken a valuation allowance against all such potential tax assets.
Mineral properties and exploration and development costs
The Company capitalizes the costs of acquiring mineral rights at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs. The Company’s recoverability evaluation of our mineral properties and equipment is based on market conditions for minerals, underlying mineral resources associated with the assets and future costs that may be required for ultimate realization through mining operations or by sale. The Company is in an industry that is exposed to a number of risks and uncertainties, including exploration risk, development risk, commodity price risk, operating risk, ownership and political risk, funding and currency risk, as well as environmental risk. Bearing these risks in mind, the Company has assumed recent world commodity prices will be achievable. The Company has considered the mineral resource reports by independent engineers on the Nyngan Scandium Project in considering the recoverability of the carrying costs of the mineral properties. All of these assumptions are potentially subject to change, out of our control, however such changes are not determinable. Accordingly, there is always the potential for a material adjustment to the value assigned to mineral properties and equipment.
Recent Accounting Pronouncements
There following recently issued accounting standards updates are currently not expected to have a material impact on the Company.
Accounting Standards Update 2023-07 – Segment Reporting (Topic 280). This update is to improve the disclosures about a public entity’s reportable segments through enhanced disclosures about significant segment expenses and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is reviewing this standard but anticipates little impact on its financial statements.
Accounting Standards Update 2023-09 – Income Taxes (Topic 740). This update is to enhance the transparency and decision usefulness of income tax disclosures for fiscal years beginning after December 15, 2024. The Company is reviewing this standard to determine the impact on its financial statements.
Financial instruments and other risks
The Company’s financial instruments consist of cash, receivables, accounts payable, accounts payable with related parties, accrued liabilities and promissory notes payable. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these financial instruments approximate their carrying values unless otherwise noted. The Company has its cash primarily in three commercial banks: (i) one in Hamilton, Ontario, Canada, (ii) one in Mackay, Queensland, Australia, and (iii) one in Los Angeles, California, United States.
Information Regarding Forward-Looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Forward-looking statements include but are not limited to those with respect to the prices of metals, the estimation of mineral resources and reserves, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of Scandium International to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, the actual results of current exploration activities, conclusions or economic evaluations, changes in project parameters as plans continue to be refined, possible variations in grade and or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labor disputes or other risks of the mining industry, delays in obtaining government approvals or financing or incompletion of development or construction activities, risks relating to the integration of acquisitions, to international operations, and to the prices of metals and risks relating to the COVID-19 pandemic. While Scandium International has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Scandium International expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure controls and procedures
The Company’s management is responsible for establishing and maintaining adequate disclosure controls and procedures. The Company’s management, including our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, the Company has maintained effective disclosure controls and procedures in all material respects, including those necessary to ensure that information required to be disclosed in reports filed or submitted with the SEC (i) is recorded, processed, and reported within the time periods specified by the SEC, and (ii) is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow for timely decision regarding required disclosure.
Changes in Internal Control
There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been notified of litigation from a former consultant. It is the Company’s belief that the litigation has no merit.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
applicable.
Item 6. Exhibits
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31.1 |
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31.2 |
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32.1 |
Section 1350 Certification of the Principal Executive Officer (filed herewith) |
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32.2 |
Section 1350 Certification of the Principal Financial Officer (filed herewith) |
| 101 | Financial Statements from the Quarterly Report on Form 10-Q of the Company for the three and nine months ended September 30, 2024, formatted in Inline XBRL (filed herewith) |
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
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 thereunto duly authorized.
| Date: November 13, 2024 | |||
| SCANDIUM INTERNATIONAL MINING CORP. | |||
| (Registrant) | |||
| By: | /s/ “Peter B. Evensen” | ||
| Principal Executive Officer | |||
| By: | /s/ “R. Christian Evensen” | ||
| Principal Financial Officer | |||
Exhibit 31.1
CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934
I, Peter Evensen, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024, of Scandium International Mining Corp. |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared; |
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s control over financial reporting. |
|
Date: November 13, 2024 |
By: |
/s/ “Peter Evensen” |
|
Peter Evensen |
||
|
Principal Executive Officer |
Exhibit 31.2
CERTIFICATION
PURSUANT TO RULE 13a-14(a) OR 15d-14(a)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934
I, Chris Evensen, certify that:
|
1. |
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024, of Scandium International Mining Corp. |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared; |
|
b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
|
a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s control over financial reporting. |
|
Date: November 13, 2024 |
By: |
/s/ “R. Christian Evensen” |
|
Chris Evensen |
||
|
Principal Financial Officer |
EXHIBIT 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AND RULE 13a-14(b) OR RULE 15d-14(b)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Scandium International Mining Corp. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2024 (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: November 13, 2024 | /s/ “Peter Evensen” | |
|
Peter Evensen Principal Executive Officer |
EXHIBIT 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AND RULE 13a-14(b) OR RULE 15d-14(b)
OF THE U.S. SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Scandium International Mining Corp. (the "Company") on Form 10-Q for the fiscal quarter ended September 30, 2024 (the "Report"), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: November 13, 2024 | /s/ “R. Christian Evensen” | |
|
Chris Evensen Principal Financial Officer |