Scandium Canada raises $5 million via non-brokered LIFE offering
Key facts
- C$5M PP
- C$0.2/unit
- +1 wt @ C$0.22 / 24mo
- Aug 20 close
Montreal, Quebec--(Newsfile Corp. - August 3, 2026) - Scandium Canada Ltd. (TSXV: SCD) (the "Company") is pleased to announce a non-brokered private offering under the listed issuer financing exemption (the " LIFE Exemption ") of up to 25,000,000 charity flow-through units of the Company (each a " Charity Flow-Through Unit ") at a price of $0.20 per Charity Flow-Through Unit for aggregate gross proceeds of up to $5,000,000 (the " Offering ").
Each Charity Flow-Through Unit will consist of one common share of the Company (each, an " FT Share ") and one common share purchase warrant of the Company (each, an " FT Warrant "). The FT Shares and FT Warrants comprising the Charity Flow-Through Units will each qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the " ITA ") and section 359.1 of the Taxation Act (Québec).
Each FT Warrant will entitle the holder thereof to purchase one common share of the Company (a " Warrant Share ") at an exercise price of $0.22 per Warrant Share at any time until the date that is 24 months following the closing of the Offering.
The Company understands that initial purchasers of Charity Flow-Through Units may subsequently donate or resell some or all of the FT Shares and FT Warrants acquired under the Offering as part of charitable flow-through arrangements. The Company will have no involvement in any such follow-on transactions, other than registering any required transfers of securities.
The Charity Flow-Through Units will be issued in reliance on the LIFE Exemption available under Part 5A of National Instrument 45-106 - Prospectus Exemptions , as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces of Canada. The securities issued under the Offering to purchasers resident in Canada are expected to be immediately freely tradeable under applicable Canadian securities laws.
The Company will use an amount equal to the gross proceeds received from the sale of the Charity Flow-Through Units to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as those terms are defined in the ITA and its proposed amendments) (the " Qualifying Expenditures ") related to the Company's Crater Lake Project in Nunavik, Québec, as more particularly described in the Offering Document (as defined below). The Qualifying Expenditures will be incurred on or before December 31, 2027, and will be renounced to the initial purchasers of the Charity Flow-Through Units with an effective date no later than December 31, 2026. The gross proceeds of the Offering will be used to fund diamond drilling, exploration campaign and environmental samples collection at the Crater Lake Project.
The Offering is expected to close on or about August 20, 2026, or such other date as may be determined by the Company (the " Closing Date "). Completion of the Offering is subject to certain conditions, including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the " TSXV ").
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