SCANDIUM INTERNATIONAL MINING CORP. (TSE:SCY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Scandium International Mining Corp. (the “Company”) entered into a share exchange agreement dated for reference June 30, 2017 and fully executed on July 25, 2017 (the “Agreement”) with EMC Australia Pty Ltd. (“EMC-A”), and Scandium Investments LLC (“SIL”), to which the Company agreed to acquire a 20% ownership in EMC-A from SIL in consideration for the issuance to SIL of 57,371,565 common shares of the Company representing 25% of the issued and outstanding common shares of the Company as at the close of business on June 14, 2017. The Company will also issue to SIL additional common shares of the Company equal in value to the Canadian dollar equivalent of US$420,000, determined using the closing price of the common shares of the Company on the Toronto Stock Exchange as at the close of trading on the day following the approval of shareholders to the issuance of shares to SIL to the Agreement at a special meeting of shareholders of the Company. The issuance of the additional common shares of the Company represents an adjustment payment due to the fact that the Company’s 80% interest in EMC-A is subject to a 0.7% gross revenue royalty interest, whereas SIL’s 20% interest is not encumbered by that royalty.
to the Agreement, the Company and SIL will on closing enter into a nomination rights agreement, whereby SIL will have the right to nominate two directors to the Board of Directors of the Company for so long as SIL holds at least 15% of the issued and outstanding common shares of the Company, and one director for so long as SIL holds at least 5% but less than 15% of the issued and outstanding common shares of the Company.
The Transaction will increase the Company’s ownership of EMC-A from 80% to 50%.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Share Exchange Agreement dated June 30, 2017. |
SCANDIUM INTERNATIONAL MINING CORP. ExhibitEX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Scandium International Mining Corp. – Exhibit 99.1 – Filed by newsfilecorp.com SHARE EXCHANGE AGREEMENT THIS AGREEMENT made the 30th day of June,…To view the full exhibit click here
About SCANDIUM INTERNATIONAL MINING CORP. (TSE:SCY)
Scandium International Mining Corp. is an exploration-stage mineral exploration and development company. The Company is focused on the development of scandium, rare earth minerals, and other specialty metals, including nickel, cobalt, boron, manganese, tantalum, titanium and zirconium. Its segments include Norway, Australia and the United States. Its principal project is the Nyngan Scandium Project located in New South Wales, Australia. The Company also holds an exploration license referred to as the Honeybugle Scandium property, which is a prospective scandium exploration property located over 20 kilometers from the Nyngan Scandium Project. It also owns of the Tordal Scandium/REE property exploration licenses located in Norway. The Nyngan Scandium Project site is located approximately 450 kilometers northwest of Sydney. The 90-square kilometer Tordal exploration property is prospective for a grouping of specialty metals and rare earth elements.