UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2022
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
000-54416
(Commission File Number)
Scandium International Mining Corp.
(Exact Name of Registrant as specified in its charter)
British Columbia, Canada
(State or other Jurisdiction of Incorporation
or organization)
98-1009717
(I.R.S. Employer
Identification No.)
1390 Ione Pass Trail
Reno, Nevada
(Address of Principal Executive Offices)
89523
(Zip Code)
Registrant’s Telephone Number, including area code: (775) 355-9500
Securities registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares without par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes [ ] No [X]
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. Yes [X] No [ ]
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). Yes
[X] No [ ]
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 (Check one):
Large Accelerated Filer
Non-Accelerated Filer
Accelerated Filer
Smaller Reporting Company
Emerging Growth Company
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 has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter: $26,235,276 as at June 30, 2022.
Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the
latest practicable date: 355,860,813 common shares as at March 7, 2023.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement for the Annual Meeting of Stockholders are incorporated by
reference into Part III of this Form 10-K, which Proxy Statement is to be filed within 120 days after the end
of the registrant's fiscal year ended December 31, 2022.
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TABLE OF CONTENTS
Note about Forward-Looking Statements ..................................................................................................... 4
Glossary of Terms ......................................................................................................................................... 4
ITEM 1. BUSINESS .................................................................................................................................... 8
ITEM 1A. RISK FACTORS ...................................................................................................................... 12
ITEM 2. PROPERTIES, PROJECTS, AND PATENTS ........................................................................... 14
ITEM 3. LEGAL PROCEEDINGS ........................................................................................................... 33
ITEM 4. MINE SAFETY DISCLOSURES ............................................................................................... 33
ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES .................................................... 34
ITEM 6. SELECTED FINANCIAL DATA .............................................................................................. 36
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS ................................................................................................................... 36
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ........ 42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ............................................ 43
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE ..................................................................................................................... 43
ITEM 9A. CONTROLS AND PROCEDURES ........................................................................................ 43
ITEM 9B. OTHER INFORMATION ........................................................................................................ 44
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES ...................................................... 44
Note about Forward-Looking Statements
PART I
Certain statements contained in this annual report on Form 10-K and the documents incorporated by
reference herein constitute "forward-looking statements.” Forward-looking statements may include, but
are not limited to, statements with respect to the future price of commodities, the estimation of mineral
resources, the realization of mineral resource 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, our ability to fund property acquisition costs, our ability to reach targeted
time frames for establishing feasibility, permitting time lines, currency fluctuations, requirements for
additional capital, government regulation of mining operations, environmental risks, unanticipated
reclamation expenses, title disputes or claims, our ability to raise funds necessary for ongoing and planned
expenditures and operations, and regulatory approvals. In certain cases, forward-looking statements can be
identified by the use of words such as "plans,” "expects" or "does not expect,” "is expected,” "scheduled,”
"estimates,” "intends, "anticipates" or "believes,” or variations of such words and phrases or state 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 our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. Such factors may
include, among others, risks related to our joint venture operations; actual results of current exploration
activities or production technologies that we are currently testing; actual results of reclamation activities;
future metal prices; accidents, labour disputes and other risks of the mining industry; delays in obtaining
governmental or regulatory approvals or financing or in the completion of development activities, as well
as those factors discussed in the section entitled "Risk Factors" and elsewhere in this Form 10-K. Although
we have 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.
Glossary of Terms
“Company,” “SCY,” “we,” “us,” “our” and similar words of similar meaning refer to Scandium
International Mining Corp.
$, A$, C$
mean respectively, United States dollars, Australian dollars and Canadian dollars.
Alteration
Usually referring to chemical reactions in a rock mass resulting from the passage of
hydrothermal fluids.
Assay
An analysis to determine the presence, absence or quantity of one or more
components, elements or minerals.
.
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Core
The long cylindrical piece of a rock, up to several inches in diameter, brought to the
surface by Diamond drilling.
Diamond drilling A drilling method in which the cutting is done by abrasion using diamonds embedded
in a matrix rather than by percussion. The drill cuts a core of rock, which is recovered
in long cylindrical sections.
Fractures
Breaks in a rock, usually due to intensive folding or faulting.
Grade
The concentration of a valuable mineral within an Ore.
Hydrothermal
Hot fluids, usually water, which may or may not carry metals and other compounds
in solution to the site of mineral deposition or wall rock alteration.
Igneous
A rock formed by the cooling of molten silicate material.
Intrusion
A general term for a body of igneous rock formed below the surface of the earth.
Kg
Km
Kilogram which is equivalent to approximately 2.20 pounds.
Kilometer which is equivalent to approximately 0.62 miles.
Mineralization
A term used to describe the presence of minerals of possible economic value. Also
used to describe the process by which concentration of economic minerals occurs.
Net Smelter
Returns Royalty
NI 43-101
A share of the net revenues generated from the sale of metal produced by a mine.
National Instrument 43-101 – Standards for Disclosure of Mineral Projects, being the
regulation adopted by Canadian securities regulators that governs the public
disclosure of technical and scientific information concerning a mineral property.
Ore
A naturally occurring solid material from which a metal or valuable mineral can be
profitably extracted.
Outcrop
An exposure of rock at the earth’s surface.
ppm
Pyrite
Parts per million.
Iron sulphide mineral. The most common and abundant sulphide mineral and often
found in association with copper and gold.
Qualified Person Means a Qualified Person as defined in National Instrument 43-101, including an
engineer or geoscientist in good standing with their professional association, with at
least five years of relevant experience.
Quartz
The second most common rock forming mineral in the earth’s crust. SiO2.
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Resource
Means any of a measured, indicated or inferred resource as used in NI 43-101, and
having the following meanings:
“measured resource” is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape, and physical characteristics are so well established that they
can be estimated with confidence sufficient to allow the appropriate application of
technical and economic parameters, to support production planning and evaluation of
the economic viability of the deposit. The estimate is based on detailed and reliable
exploration, sampling and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill holes
that are spaced closely enough to confirm both geological and grade continuity.
“indicated resource” is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape and physical characteristics, can be estimated with a level of
confidence sufficient to allow the appropriate application of technical and economic
parameters, to support mine planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration and testing
information gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough for geological
and grade continuity to be reasonably assumed.
“inferred resource” is that part of a Mineral Resource for which quantity and grade
or quality can be estimated on the basis of geological evidence and limited sampling
and reasonably assumed, but not verified, geological and grade continuity. The
estimate is based on limited information and sampling gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill holes.
For the purposes of the above a “mineral resource” means a concentration or
occurrence of diamonds, natural solid inorganic material, or natural solid fossilized
organic material including base and precious metals, coal, and industrial minerals in
or on the Earth’s crust in such form and quantity and of such a grade or quality that
it has reasonable prospects for economic extraction. The location, quantity, grade,
geological characteristics and continuity of a Mineral Resource are known, estimated
or interpreted from specific geological evidence and knowledge.
(Please refer to “Item 2. Properties - Cautionary Note to U.S. Investors Regarding
Resource Estimates” in regards to the use of the above terms in this Form 10-K.)
Sulphide
A class of minerals characterized by the linkage of sulphur with a metal (such as Pyrite
(FeS2)).
Tpd/Tpa
Tonnes per day/tonnes per annum.
Tonne
A metric ton which is equivalent to approximately 2,204 pounds.
Sediments
The debris resulting from the weathering and breakup of rocks that have been
deposited by or carried by runoff, streams and rivers, or left over from glacial erosion
or sometimes from wind action.
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Vein
A geological feature comprised of minerals (usually dominated by quartz) that are
found filling openings in rocks created by faults or replacing rocks on either side of
faults or fractures.
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ITEM 1. BUSINESS
General
We were incorporated on July 17, 2006, under the laws of British Columbia, Canada under the name Golden
Predator Mines Inc. We were incorporated as a wholly owned subsidiary of Energy Metals Corp. for the
purpose of holding precious metals and certain specialty metals assets. In order to focus on specialty metals,
during February 2009 we transferred most of our precious mineral assets to our then wholly owned
subsidiary Golden Predator Corp., and on March 6, 2009, we completed a spin-out of Golden Predator
Corp. to our shareholders. Effective March 12, 2009, we changed our name to EMC Metals Corp. In order
to reflect a new emphasis on mining for scandium minerals, effective November 19, 2014, we changed our
name to Scandium International Mining Corp (“SCY” or the “Company”).
We are a reporting issuer in the Canadian Provinces of British Columbia, Alberta and Ontario and our
common shares are listed for trading on the Toronto Stock Exchange under the trading symbol “SCY.”
Our head office is located at 1390 Ione Pass Trail, Reno, Nevada 89523. The address of our registered
office is 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8.
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” and a reservation on an exploration license on a scandium mineral property in Finland,
known as the “Kiviniemi Scandium property.”
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 was 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 an interim 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 being able to reverse
over $1 million in accruals during 2022.
Our plan of operation for 2023 is to continue to reduce costs and position the Company to benefit from the
growing market adoption of Scandium. This includes moving forward with our patent portfolio and filing
a new mine lease application to re-establish the original Mining License, giving access to the full scandium
resource at Nyngan and conduct drilling campaigns at both Nyngan and Honeybugle to further delineate
the resources.
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Intercorporate Relationships
The chart below illustrates our corporate structure on December 31, 2022, including our subsidiaries, the
jurisdictions of incorporation, and the percentage of voting securities held.
Pursuant to a share exchange agreement dated June 30, 2017, the Company acquired the remaining 20%
interest in EMC Metals Australia Pty. Ltd. from Scandium Investments LLC (“SIL”). On completion of the
share exchange, the Company issued an aggregate of 58,830,645 common shares to SIL and granted to SIL
the right to nominate two individuals to the board of the Company for so long as SIL holds at least 15% of
SCY’s issued and outstanding shares, and one director for so long as SIL holds at least 5% but less than
15% of SCY’s issued and outstanding shares.
Business Operations
Company, Projects and Markets Summary
We are a mineral exploration and development company that is at an exploration stage. 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, a development consent, and 100% of the mineral rights.
The Company has completed a definitive feasibility study on the Nyngan Scandium Project dated May 4,
2016 (the “Feasibility Study” or “DFS”), which was prepared independently in accordance with NI 43-101.
The results of the DFS include a 16.9 million tonne measured and indicated resource (grading 235ppm at a
100ppm cut-off) and a 1.43 million tonne mineral reserve (combined proven and probable), based on
economics established in that study. The DFS was filed on May 6, 2016, and is available on SEDAR
(www.sedar.com), on the Company’s website (www.scandiummining.com) and on the SEC’s website
(www.sec.gov). A summary of the DFS is provided herein under “Item 2. Properties, Projects and Patents
– Description of Mineral Projects – Nyngan Scandium Project – Nyngan Feasibility Study.”
The Company also holds exploration licenses on two separate scandium-prospective properties:
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•
•
an exploration license on the Honeybugle Scandium property, located 24 kilometers from the
Nyngan Scandium Project, granted in 2014; and
an exploration license on the Kiviniemi Scandium Property a scandium-prospective property in
central Finland, granted in 2018.
Corporate Objectives and Strategy
Our corporate focus is the development of projects that enable the production and sale of scandium and
scandium-based products. That scandium focus has now been expanded to include other specialty metals,
identified by the US Department of Commerce on a list of 35 critical metals, which specifically includes
scandium. In this regard, the Company remains open to pursuing various host project opportunities that can
produce a basket of metal products, including scandium, along with other technology-driven critical metals.
The Nyngan Scandium Project remains the most advanced project in the Company portfolio at this time,
with permitting largely complete and a published DFS on SEDAR. Subject to successful construction
financing and customer sales agreements, we intend to develop the Nyngan Scandium Project for
production and supply of scandium oxide and scandium-content products. The Company has been
successful in developing capability to manufacture an aluminum-scandium master alloy product,
specifically for sale to aluminum alloy customers. This additional product capability enhances the
Company’s ability to sell scandium-containing products to the aluminum industry, and potentially generate
additional margins in certain markets. For further information on the Nyngan Scandium Project, please
refer to “Item 2. Properties - Description of Mineral Projects – Nyngan Scandium Project” and “Item 1A.
Risk Factors.”
Product Markets for Scandium
Scandium is the 31st most abundant element in the earth’s crust (average 33 ppm), which makes it more
common than lead, mercury, and precious metals, but less common than copper. Scandium has
characteristics that are similar to rare earth elements, and it is often classified as a member of that group,
although it is technically a light transition metal. Scandium occurs in nature as an oxide, rarely occurs in
concentrated quantities because it does not selectively combine with the common ore-forming anions and
is very difficult to reduce to a pure metal state. Scandium is typically produced and sold as a powder, in
oxide form, and known as scandium oxide, scandia or Sc2O3.,
Global annual production estimates of scandium range from 15 tonnes to 20 tonnes, but accurate statistics
are not available due to the lack of public information from countries in which scandium is currently being
produced, specifically China and Russia. Two sources of scandium production outside of China and Russia
have recently commenced production. The Taganito Nickel Mine in the Philippines (Sumitomo Metal
Mining Co., Ltd.) reported sales of 16 tonnes of Scandium Oxalate in 2021.
In October 2022, Rio Tinto announced that Rio Tinto Fer et Titane in Quebec plans to quadruple scandium
oxide production capacity to 12 tonnes from its current 3 tonne per annum capacity. This C$30-35 million
expansion is expected to produce incremental scandium oxide in 2024.
There is no reliable pricing data on global scandium oxide trading. Scandium oxide is typically traded in
small quantities, between private parties, and pricing is not transparent to other buyers or sellers as there is
no clearing facility as is more common with commercially traded metals and commodities. The U.S.
Geological Survey (“USGS”) in its latest available report (dated January 2022) documents the 2021 price
of scandium oxide (99.99% grade) at US$2,200/kg, indicating a significant reduction from the 2020 price
10
estimate of US$3,800/kg. They also estimate the global sales of scandium oxide to be between 15-25 tpy,
principally from China, Russia and the Philippines.
Prices vary, based on purity and quantity supplied. The USGS pricing generally reflects small volume sales,
with larger quantities selling at lower prices, typically under US$2,000/kg. USGS reporting also
acknowledged that ex-works China prices for 99.99% purity oxide were considerably lower than US-
observed prices in 2021, based on underutilization of existing Chinese production capacity. Scandium oxide
grades of 95-99% are generally considered suitable for manufacturing AlSc 2% master alloy, the form
demanded for aluminum alloy applications
Scandium can also be effectively purchased in the form of aluminum-scandium (Al-Sc) master alloy,
typically containing 2% scandium by weight. This product is the preferred form for manufacture of
aluminum alloys containing scandium. The current January 2022 USGS report indicates the 2021 price for
Al-Sc 2% master alloy at US$350/kg, slightly higher than the 2020 USGS average. Recent USGS estimated
prices for Al-Sc 2% master alloy have also been high relative to commonly available prices ex-works China,
which have trended under US$100/kg and are available in one tonne lots or greater today.
Principal uses for scandium are in high-strength aluminum alloys, high-intensity metal halide lamps,
electronics, and laser research. Recently developed applications include welding wire and fuel cells which
are expected to be in future demand. Approximately 15 different commercial aluminum-scandium alloys
have been developed, and some of them are used for aerospace applications. In Europe and the U.S.,
scandium-containing alloys have been evaluated for use in structural parts in commercial airplanes and high
stress parts in automobile engines and brake systems. Military and aerospace applications are known to be
of interest, although with less specificity. The combination of high strength, weldability and ductility makes
aluminum-scandium alloys potentially attractive replacements for existing aluminum alloys in a number of
applications where improved alloy properties can add value to final products.
Competitive Conditions
We compete with numerous other companies and individuals in the search for and the acquisition or control
of attractive rare earth and specialty metals mineral properties and opportunities. Our ability to profitably
build a portfolio of commercial operations in this market segment will depend on our acquisition success
in finding and securing attractive positions for development, our ability to operate the plants and facilities
we commit to construct, and our success in marketing the products we manufacture against competing
producers in the marketplace.
In regard to our plan to produce scandium, there are a limited number of scandium producers presently. If
we are successful at becoming a producer of scandium, our ability to be competitive will require that we
establish a reliable supply of scandium to the market, delivered at purity levels demanded by various
applications, and that our operating costs generate satisfactory margins, recognizing true prices will be set
by customers and competitors in a market that is yet to mature.
Governmental Regulations and Environmental Laws
The development of any of our mining properties will require numerous local and national government
approvals and environmental permits. For further information about governmental approvals and permitting
requirements, please refer to “Item 1A. Risk Factors” and Nyngan Scandium Project -
Environmental Permitting/Development Consent/Mining Lease below for additional information.
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Employees
As at January 1, 2023, we have 5 full and part time employees. Our operations are managed by our officers
with input from our directors. We engage geological, metallurgical, and engineering consultants from time
to time as required to assist in evaluating our property interests and recommending and conducting work
programs.
ITEM 1A. RISK FACTORS
In addition to the factors discussed elsewhere in this Form 10-K, the following are certain material risks
and uncertainties that are specific to our industry and properties that could materially adversely affect our
business, financial condition and results of operations.
Risks Associated with the Nyngan Scandium Project
There are technical challenges to scandium production that may render the Nyngan Scandium Project
not economic. The economics of scandium recovery are known to be challenging. There are very few
facilities producing scandium and the existing scandium producers are secretive in their techniques for
recovery. In addition, the recovery of scandium product from laterite resources, such as are found on the
Nyngan property, has not been demonstrated at an operating facility. The Nyngan processing facility design,
if constructed, will be the first of its kind for scandium production. These factors increase the possibility
that we will encounter unknown or unanticipated production and processing risks. Should we encounter
any of these risks, they could increase the cost of production thereby reducing margins on the Nyngan
Scandium Project or rendering it uneconomic.
There is no guarantee that we will be able to finance the Nyngan Scandium Project for production. Any
decision to proceed with production on the Nyngan Scandium Project will require significant production
financing. Scandium projects are uncommon, and economic and production uncertainty may limit our
ability to attract the required amount of capital to put the project into production. If we are unable to source
production financing on commercially viable terms, we may not be able to proceed with the project and
may have to write off our investment in the project.
If we are successful at achieving scandium production, we may have difficulty selling scandium-
containing products longer term. Scandium is characterized by unreliable supply, resulting in limited
development of markets for scandium oxide. Markets may take longer to develop than anticipated, and
Nyngan and other potential scandium producers may have to wait for products and applications to create
adequate demand. Certain applications may require lengthy certification processes that could delay usage
or acceptance. In addition, certain scandium applications require very high purity scandium product, which
is much more difficult to produce than lower grade product. If we commence production, our inability to
supply scandium in sufficient quantities, in a reliable and timely manner, and in the correct quality, could
reduce the demand for any scandium produced from our projects and possibly render the project
uneconomic.
General Risks Associated with our Mining Activities and Company
We may not receive permits necessary to proceed with the development of any of our advancing projects.
The development of any of our mining properties, including the Nyngan Scandium Project, will require the
acquisition and sustained possession of numerous local and national government approvals and permits.
Our ability to secure all necessary permits required to develop any of our projects is unknown until such
permits are received. If we cannot obtain or retain all necessary permits, the Nyngan Scandium Project
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cannot be developed, and our investment in the project potentially will be lost. While the critical permits
for the Nyngan Scandium Project have been received, other permits remain outstanding at this time and
continuing compliance with the terms of the permits is required.
Mineral Resource Estimates on our properties are subject to uncertainty and may not reflect what may
be economically extracted. Resource estimates included for scandium on our Nyngan property are
estimates only and no assurances can be given that the estimated levels of scandium minerals will actually
be produced or that we will receive the metal prices assumed in determining our resources. Such estimates
are expressions of judgment based on knowledge, mining experience, analysis of drilling and exploration
results and industry practices. Estimates made at any given time may change significantly when new
information becomes available or when parameters that were used for such estimates change. By their
nature resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which
may ultimately prove unreliable. Furthermore, market price fluctuations in scandium, as well as increased
capital or production costs or reduced recovery rates, may limit our ability to establish reserves at some
future point on Nyngan, or on any of our properties. The extent to which more Nyngan project resources
may ultimately be reclassified as proven or probable reserves is dependent upon the demonstration of their
profitable recovery. The evaluation of reserves or resources is always influenced by economic and
technological factors, which may change over time. Accordingly, further current resource estimates on our
material properties may never be converted into reserves, or be economically extracted, and we may have
to write off such properties or incur a loss on sale of our interest on such properties, which will likely reduce
the value of our shares.
Our operations are subject to losses due to exchange rate fluctuation. We maintain accounts in Canadian,
Australian, Euro and U.S. currency. Our equity financings have to date been priced in Canadian dollars. All
of our material projects and non-cash assets are located outside of both Canada and the USA, however, and
require regular currency conversions to local currencies where such projects and assets are located. Our
operations are accordingly subject to foreign currency fluctuations and such fluctuations may materially
affect our financial position and results. We do not engage in currency hedging activities.
We do not currently earn any revenue and without additional funding, we will not be able to carry out
our business plan, and if we raise additional funding existing security holders may experience dilution.
As an exploration stage mining company, none of our principal properties are in operation and we do not
currently earn any revenue. In order to continue our exploration activities and to meet our obligations on
the Nyngan Scandium Project, we will need to raise additional funds. Recently, we have relied entirely on
the sale of our securities to raise funds for operations. Our ability to continue to raise funds from the sale
of our securities is subject to significant uncertainty due to volatility in the mineral exploration marketplace.
If we are able to raise funds from the sale of our securities, existing security holders may experience
significant dilution of their ownership interests and possibly to the value of their existing securities.
Risks Related to the COVID-19 Pandemic. The current outbreak of the novel coronavirus (COVID-19)
that was first reported from Wuhan, China in December 2019, and the spread of this virus could continue
to have a material adverse effect on global economic conditions which may adversely impact our
business. The World Health Organization (WHO) declared a global emergency on January 30, 2020
with respect to the outbreak and characterized it as a pandemic on March 11, 2020. Cases of COVID-
19 have been reported in 223 countries, areas or territories as of February 17, 2021, including China,
Australia, the United States, Canada and countries in the European Union. The extent to which the
outbreak impacts the Company’s business will depend on future developments, which are highly
uncertain and cannot be predicted, including new information which may emerge concerning the
severity of the coronavirus and the actions to contain the outbreak or treat its impact, among
others. Moreover, the actual and threatened spread of the coronavirus globally could also have a
material adverse effect on the regional economies in which the Company intends to operate, continue to
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negatively impact stock markets and adversely impact the Company’s ability to raise capital. Any of these
developments, and others, could have a material adverse effect on the Company’s business. In particular,
the COVID-19 pandemic has resulted in restrictions including quarantines, closures, cancellations and
travel restrictions, which may have a material adverse effect on the Company’s business including delays
or disruptions in regulatory submissions, exploration activities on the Nyngan Scandium Project and
CMR Project development.
ITEM 2. PROPERTIES, PROJECTS AND PATENTS
Cautionary Note to U.S. Investors Regarding Resource Estimates
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.
Description of Mineral Projects
Nyngan Scandium Project
Property Description and Location
The Nyngan Scandium Project site is located approximately 450 kilometres northwest of Sydney, NSW,
Australia and approximately 20 kilometres due west from the town of Nyngan, a rural town of
approximately 2,900 people. The deposit is located 5 kilometres south of Miandetta, off the Barrier
Highway that connects the towns of Nyngan and Cobar. Final license area access is reached by clay farm
tracks. The general area can be characterized as flat agricultural land, used predominantly for wheat farming
and livestock grazing. Infrastructure in the area is good, including available water and electric power. The
property is classified as an Australia Property for financial statement segment information purposes.
The general location of the Nyngan Scandium Project is provided in Figure 1 below.
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Figure 1: Location of Nyngan Scandium Project
Note: None of the Existing Mines identified in Figure 1 produce scandium.
The scandium resource is hosted within the lateritic zone of the Gilgai Intrusion, one of several Alaskan-
type mafic and ultramafic bodies which intrude Cambrian-Ordovician metasediments collectively called
the Girilambone Group. The laterite zone, locally up to 40 meters thick, is layered with hematitic clay at
the surface followed by limonitic clay, saprolitic clay, weathered bedrock and finally fresh bedrock. The
scandium mineralization is concentrated within the hematitic, limonitic, and saprolitic zones with values
up to 350 ppm scandium.
15
Figure 2: Location of the Exploration Licenses and Mining Lease for the Nyngan Scandium
Project
Mineral License Details
The scandium resource is held under Exploration License (EL) 8316 (Block Number 3132, units d, e, j, k
and Block no. 3133, unit f) and EL 6096 (Block 3132, unit p, and Block 3133, units l, m, r and s); a total of
ten (10) graticular units. The exploration licenses allow the license holder to conduct exploration on private
land (with landowner consents and signed compensation agreements in place) and public lands not
including wildlife reserves, heritage areas or National Parks. The scandium resource is fully enclosed on
private agricultural land.
The Company’s Australian subsidiary holds legal title to specific surface and mineral exploration rights on
the Nyngan Scandium Project. During 2017, an additional EL (EL 8448) was granted. Figure 2 provides
details of the location of EL 8448 and the locations of Mining Lease 1792 and Mining Lease Application
531, both of which overlay the exploration license area.
The exploration licenses cover 29.25 square kilometers (2,925 hectares). The resource site is located at
geographic coordinates MGA zone 55, GDA 94, Lat: - 31.5987, Long: 146.9827, Map Sheets 1:250k –
Cobar (SH/55-14) and 1:100k Hermidale (8234).
The project surface rights (freehold) total 810 acres (370 hectares) on the portion of the exploration license
area corresponding to the Mine Lease 1792 area. The freehold property boundaries are defined by standard
16
land survey techniques undertaken by the Lands Department and currently presented in the form of
Cadastral Deposited Plans (DP) and Lots. The land associated with the project rights is DP 752879, Lots 6
and 7 (Appendix 2, Lots 6 and 7 - Nyngan).
The Company is required to lodge individual A$10,000 environmental bonds with the NSW Mines
Department for each license and must meet total minimum work requirements annually of approximately
A$65,000, covering both licenses.
Royalties attached to the properties include a 1.5% Net Profits Interest royalty to private parties involved
with the early exploration on the property, a 1.7% Net Smelter Returns Royalty payable to Jervois for 12
years after production commences, subject to terms in the settlement agreement, and a 0.7% royalty on
gross mineral sales to a private investor. Another revenue royalty is payable to private interests of 0.2%,
subject to a US$370k cap. A NSW minerals royalty will also be levied on the project, subject to negotiation,
currently 4% on revenue.
Metallurgy Development
The Company has invested in and developed methodology for extracting scandium from the Nyngan
property resource since 2010. A portion of the work done over this period has been superseded by work
that followed, but subsequent test programs universally benefitted from prior efforts. In summary, the
programs have been as follows:
• 2010 – The Company inherited work done on Nyngan from the previous property owner, and
applied that work to a quick flowsheet and capital estimate done for management by Roberts &
Schaefer of Salt Lake City, Utah;
• 2011 – The Company employed Hazen Research, Inc., of Golden, Colorado, USA (“Hazen”) to
test acid baking techniques and solvent extraction (“SX”) processes with Nyngan resource material.
The Company also employed SGS-Lakefield (Ontario) to test pressure acid leach techniques on
Nyngan resource, as a replacement for or an enhancement to acid bake techniques done earlier in
the year by Hazen;
• 2012 – The Company engaged SNC-Lavalin to do an economic study for management, utilizing an
acid bake flowsheet and SX work from the Hazen test program;
• 2014 – The Company published a preliminary economic assessment (“PEA”) entitled NI 43-101F1
Technical Report on the Feasibility of the Nyngan Scandium Project, authored by Larpro Pty Ltd,
utilizing both Hazen and SGS-Lakefield test work results; and
• 2015 – The Company amended and refiled the 2014 PEA Report as the “Amended Technical Report
and Preliminary Economic Analysis on the Nyngan Scandium Project, NSW, Australia.”
• 2016 – The Company published an independently prepared definitive feasibility study (“DFS”) on
the Nyngan Scandium Project. The technical report on the feasibility study entitled “Feasibility
Study – Nyngan Scandium Project, Bogan Shire, NSW, Australia” was independently compiled
pursuant to the requirements of NI 43-101 and incorporated the results of current and previous test
work.
Nyngan Definitive 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”). The report was filed on May
the Company’s website
6,
(www.sedar.com),
on SEDAR
available
2016
and
is
17
(www.scandiummining.com) and the SEC’s website (www.sec.gov). A full discussion on the technical
report was provided in the Company’s Form 10Q for the quarterly period ending March 31, 2016, as filed
with the SEC and on SEDAR on May 13, 2016.
The Feasibility Study concluded that the Nyngan Scandium Project has the potential to produce an average
of 37,690 kilograms of scandium oxide (scandia) per year, at grades of 98.0%-99.8%, generating an after-
tax cumulative cash flow over a 20 year project life of US$629 million, with an NPV10% of US$177 million.
The average process plant feed grade over the 20 year project life is 409ppm of scandium.
The financial results of the Feasibility Study are based on a conventional flow sheet, employing continuous
high pressure acid leach (HPAL) and solvent extraction (SX) techniques. The flow sheet was modeled and
validated from METSIM modeling and considerable bench scale/pilot scale metallurgical test work utilising
Nyngan resource material. A number of the key elements of this flowsheet work have been protected by
the Company under US patent applications.
The Feasibility Study has been developed and compiled to an accuracy level of +15%/-5%, by a globally
recognized engineering firm that has considerable expertise in laterite deposits and process facilities, as
well as in smaller mining and processing projects, and has excellent familiarity with the Nyngan Scandium
Project location and environment.
Nyngan Scandium Project Highlights
• Capital cost estimate for the project is US$87.1 million (2016 dollars),
• Annual scandium oxide product volume averages 37,690 kg, over 20 years,
• Annual revenue of US$75.4 million (oxide price assumption of US$2,000/kg),
• Operating cost estimate for the project is US$557/kg scandium oxide,
• Project Constant Dollar NPV10% is US$177 million, (NPV8% is US$225 million),
• Project Constant Dollar IRR is 33.1%,
• Oxide product grades of 98-99.8%, as based on customer requirements,
• Project resource increases by 40% to 16.9 million tonnes, grading 235ppm Sc, at a 100ppm cut-off
in the measured and indicated categories, and
• Project Reserve totalling 1.43 million tonnes, grading 409ppm Sc was established on part of the
resource.
The Feasibility Study consolidates a significant amount of metallurgical test work and prior study on the
Nyngan Scandium Project. The metallurgical assumptions are supported by various bench and pilot scale
independent test work programs that are consistent with known outcomes in other laterite resources. A
number of the key elements of this flowsheet work have been protected by the Company under US Patent
Applications.
The Feasibility Study delivered a positive result on the Nyngan Scandium Project, and recommends the
Nyngan Scandium Project owners seek finance and proceed to construction, provided suitable offtake
agreements with customers are arranged
Confirmatory Metallurgical Test Results
The final Nyngan Project DFS contained several recommended confirmatory process investigations be
undertaken prior to commencing detailed engineering and construction. Specific study areas included
pressure leach (“HPAL”), counter-current decant circuits (“CCD”), solvent extraction (“SX”), and oxalate
18
precipitation, with specific work steps suggested in each area. The Company engaged Altrius Engineering
Services (AES) of Brisbane, Australia to undertake these studies, which AES devised and supervised at the
SGS laboratory in Perth, Australia and at the Nagrom laboratory in Brisbane, Australia.
On June 29, 2016, the Company announced the results of the subsequent AES metallurgical test work,
which confirmed recoveries and efficiencies that either meet or exceed the parameters used in the DFS.
Highlights of the independent testing were as follows:
• Pressure leach test work achieved 88% recoveries, from larger volume tests,
• Settling characteristics of leach discharge slurry show substantial improvement,
• Residue neutralization work meets or exceeds all environmental requirements as presented in the
DFS and the environmental impact statement,
• Solvent extraction circuit optimization tests generated improved performance, exceeding 99%
recovery in single pass systems, and
• Product finish circuits produced 99.8% scandium oxide, completing the recovery process from
Nyngan ore to finished scandia product.
Engineering, Procurement and Construction Management Contract
On May 30, 2017, the Company announced that its subsidiary EMC Metals Australia Pty. Ltd. signed an
Engineering, Procurement and Construction Management ("EPCM") contract with Lycopodium Minerals
Pty Ltd ("Lycopodium"), to build the Nyngan Scandium Project in New South Wales, Australia. The EPCM
contract also provides for start-up and commissioning services. As it has been more than five years since
initial signing, a new contract with similar provisions will be required.
The EPCM contract appoints Lycopodium (Brisbane, QLD, Australia) to manage all aspects of project
construction. Lycopodium is the principal engineering firm involved with the DFS. Lycopodium's
continued involvement in project construction and commissioning ensures valuable technical and
management continuity for the project during the construction and start-up of the project.
On October 19, 2017, we announced that Lycopodium has been instructed to initiate critical path
engineering for the Nyngan Scandium Project. Lycopodium commenced work on select critical path
components for the project, including design and specification engineering on the high-pressure autoclave
unit, associated flash and splash vessels and several specialized high-pressure input pumps. The engineering
work was completed in 2018 and will enable final supplier selection, firm component pricing and delivery
dates for these key process components.
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, Australia, 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 Metals Australia Pty. Ltd. (“EMC
Australia”), to support an application for Development Consent for the Nyngan Scandium Project. The EIS
is a complete document, including a Specialist Consultants Study Compendium, and was submitted to the
Department on April 29, 2016.
EIS Highlights:
• The EIS finds residual environmental impacts represent negligible risk.
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• The proposed development design achieves sustainable environmental outcomes.
• The EIS finds net-positive social and economic outcomes for the community.
• Nine independent environmental consulting groups conducted analysis over five years, and
contributed report findings to the EIS.
• 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
• The EIS is fully aligned with the DFS and with a NSW Mining License Application for the Nyngan
project.
Conclusion statement in the EIS: “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.”
EIS Discussion
The EIS is the foundation document submitted by a developer intending to build a mine facility in Australia.
The Nyngan Scandium Project is considered a State Significant Project, in that capital cost exceeds
A$30million, which means State agencies are designated to manage the investigation and approval process
for granting a Development Consent from the Minister of Planning and Environment. This Department will
manage the review of the Proposal through a number of State and local governmental agencies.
The EIS is a self-contained set of documents used to seek a Development Consent. It is however, supported
in many ways by the recently completed DFS.
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 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 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
Development Consent and Mining Lease. In addition, the following water, roads, dam and electrical access
reviews and arrangements must be finalized:
• Water Supply Works and Use Approval and Water Access License,
• State and local approval for construction of the intersection of the Site Access Road and Gilgai
Road,
• 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 (370 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, are now completed, and the Department’s decision 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 intends to file application.
Downstream Scandium Products
In February 2011, we announced results of a series of laboratory-scale tests investigating the production of
aluminum-scandium master alloys directly from aluminum oxide and scandium oxide feed materials. The
overall objective of this research was to demonstrate and commercialize the production of aluminum-
scandium master alloy using impure scandium oxide as the scandium source, potentially significantly
improving the economics of aluminum-scandium master alloy production. In 2014, the Company
announced it applied for a US patent on master alloy production, which is still in the application phase.
During the 2015-2017 timeframe, we continued our own internal laboratory-scale investigations into the
production of aluminum-scandium master alloys, furthering our understanding of commercial processes
and achievable recoveries. We advanced our abilities to make a standard-grade 2% scandium master alloy
product typical of commercially available products offered today.
On March 2, 2017, we announced the signing of a Memorandum of Understanding ("MOU") with Weston
Aluminium Pty Ltd. ("Weston") of Chatswood, NSW, Australia. The MOU defines a cooperative
commercial alliance to jointly develop the capability to manufacture aluminum-scandium master alloy. The
intended outcome of this alliance will be to develop the capability to offer Nyngan Scandium Project
aluminum alloy customers scandium in form of Al-Sc master alloy, should customers prefer that product
form.
The MOU outlines steps to jointly establish the manufacturing parameters, metallurgical processes, and
capital requirements to convert Nyngan Scandium Project scandium product into Master Alloy, at Weston's
existing production site in NSW. The MOU does not include a binding contract with commercial terms at
this stage, although the intent is to pursue the necessary technical elements to arrive at a commercial contract
21
for conversion of scandium oxide to master alloy, and to do so prior to first mine production from the
Nyngan Scandium Project.
On March 5, 2018, the Company announced that it had initiated a small-scale pilot program (4kg scale) at
the Alcereco Inc. metallurgical research facilities in Kingston, Ontario, to confirm and refine previous lab-
scale work on the manufacture of aluminum-scandium 2% master alloy (MA). The program advanced the
process understanding for commercial scale upgrade of Nyngan scandium oxide product to master alloy
product.
The 2018 pilot program consisted of five separate trials on two MA product types, production of MA in
various forms, and dross analysis to ascertain scandium recoveries to product. The mass of master alloy
and product variants produced in the program totaled approximately 20kg and was completed in December
of 2018. The results of the program included the successful production of 2% grade MA, with recoveries
of scandium to product of 85%.
A second phase of the small-scale pilot program was initiated in the first half of 2019, again at 4kg scale,
building on the work done in phase I. The results of this second program included successful production of
2% grade MA, with improvements in form of rapid kinetics, and recoveries of scandium to product of
+90%.
On March 5, 2018, the Company also announced that it filed for patent protection on certain process
refinements for master alloy manufacture that it believes are novel methods, and also on certain product
variants that it believes represent novel forms of introducing scandium more directly into aluminum alloys.
Master Alloy Capability Demonstrated
On February 24, 2020, the Company announced the completion of a three year, three stage program to
demonstrate the capability to manufacture aluminum-scandium master alloy (Al-Sc2%), from scandium
oxide, using a patent pending melt process involving aluminothermic reactions.
This master alloy capability will allow the Company to offer scandium product from the Nyngan Scandium
Project in a form that is used directly by aluminum alloy manufacturers globally, either major integrated
manufacturers or smaller wrought or casting alloy consumers.
Research Highlights:
• Program achieved full 2% target product quality requirement,
• Sc recoveries from oxide exceeded target, demonstrated in final tests,
• The microstructure and metal quality meet major alloy producers’ specifications,
• Rapid kinetics achieved, important for commercial viability,
•
• Successful program testing forms a basis for a larger scale demonstration facility, supporting large
Individual testing batches done at 4kg scale, and
scale samples required for industrial aluminum alloy trials.
Focus on Aluminum Alloy Applications for Scandium Products
The Company is in the process of obtaining sales agreements for scandium products produced from our
Nyngan Scandium Project. Our focus is on the use of scandium as an alloying ingredient in aluminum-
based products. The specific scandium product forms we intend to sell from the Nyngan project include
both scandium oxide (Sc2O3) and aluminum-scandium master alloys (Al-Sc 2%).
22
Scandium as an alloying agent in aluminum allows for aluminum metal products that are much stronger,
more easily weldable and exhibit improved performance at higher temperatures than current aluminum-
based materials. This also means lighter structures, lower manufacturing costs and improved performance
in areas that aluminum alloys do not currently compete.
Letters of Intent Signed with Aluminum Scandium Alloy Testing Partners
During 2018 and 2019, the Company announced that it entered into letter of intent (“LOI”) agreements with
nine unrelated partnering entities who either manufactured parts from aluminum or consumed aluminum in
the making of products. In each instance, we agreed to contribute scandium samples, either in form of
scandium master alloy product, or aluminum-scandium alloy product, for trial testing by the partners in
their downstream manufacturing applications. Each of the parties in receipt of the scandium samples agreed
to report the general results of their testing programs, once completed. One of the agreements, specifically
with Eck Industries, was extended in 2020 to a wider development program.
While most of these formal LOI agreements have expired, they are representative of end user interest in
scandium and were designed to demonstrate how scandium performs in specific products, and in
production-specific environments. Potential scandium customers insist on these sample testing
opportunities, directly in their research facilities or on their shop floor, to ensure their full understanding of
the impacts, benefits, and costing implications of introducing scandium into their traditional aluminum
feedstocks.
The results of the nine programs varied, with some showing positive results and others either showing little
advantage or not enough to offset cost impacts. Some outcomes were limited in significant ways by the
parameters of the testing itself. Based on the reported testing results, all nine partners would need to enter
into new testing agreements, with more compelling outcomes, in order to contemplate the introduction of
scandium into the aluminum alloy contained in their products in the future.
Some further specifics:
Alloy Casting Partners. Four agreements were executed with the following entities: Eck Industries Inc.
(Manitowoc, Wisconsin, USA), Grainger & Worrall Ltd., based in Shropshire, UK, Ohm & Häner
Metallwerk GmbH & Co. GK, based in Olpe, Germany, and Bronze-Alu Group, based in La Couture-
Boussey, northern France. Eck Industries is expected to continue their work with scandium (and cerium)
additions in cast alloys, based on success in strength retention in high heat environments. The other groups
did not see cost-offsetting benefits in existing alloys with existing customers.
Wrought Aluminum Manufacturing Partners. Two agreements were executed with the following entities:
Austal Ltd. headquartered in Henderson, Western Australia, and Gränges AB, based in Stockholm, Sweden.
Results on marine alloys with Austal were encouraging, but further development of both plate and wire
samples were deemed required to draw commercially favorable conclusions. Both corrosion and weld
strength properties were pursued. Results on heat exchanger alloys with Gränges were ultimately less
successful, based on the impacts of downstream manufacturing processes on scandium, and a challenging
cost environment in the business sector.
Metal Forming Partners. Two agreements were executed with the following entities: Impression
Technologies Ltd., based in Coventry, UK., and PAB Coventry Ltd., based in Coventry, UK. These entities
were both interested in determining whether ITLdefine? sheet-forming technology would see advantage in
shaping aluminum containing scandium. A brief testing regime indicated that the machines saw no
improvement, and in fact had difficulty managing the properties in the AlSc samples provided.
23
3D Print Partners. Only one agreement was executed, with AML Technologies, based in Adelaide,
Australia. SCY found significant challenge in sourcing quality AlSc wire for AML, and also for making
suitable wire for this purpose ourselves. However, AML has had success with other wire sourcing partners,
and ultimately received sample material in wire form from SCY. AML has not provided test results on
SCY-supplied samples to date. Our independent testing results on these wire samples have been favorable.
While working with these nine industry partner groups during the 2018-2021 period, the Company also
pursued independent work on aluminum-scandium alloys in two areas: welding/heat tolerance and electrical
conductivity. Results of the work in both of these areas is incomplete but shows good promise in specific
applications. SCY’s intent is to continue to pursue opportunities to test these specific property-driven
applications for aluminum-scandium alloys with appropriate testing partners in the future, whether those
partners and programs can be disclosed or not disclosed.
The Company’s objectives regarding all future sample and testing programs with industry participants
remains unchanged – to build a market for scandium alloys and to secure long term customers for the
purchase of scandium products supplied by SCY.
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:
• US Patent Application filed for use of scandium in lithium-ion battery applications.
• Scandium doping applications are explained for anodes, cathodes and electrolytes.
• Scandium offers conductivity advantages as a dopant, over other options, and
• Scandium in other aluminum components offers numerous property improvements, including
conductivity, strength and corrosion resistance.
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 are as follows:
• Minimizing or removing cobalt from cathode materials, based on cost, supply and geographic
•
sourcing issues.
Improving the durability of liquid electrolytes with dopants, or substitution with safer and higher
performing liquid or solid electrolyte systems.
• Designing for higher voltage potential by utilizing different anode or cathode materials.
• 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.
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Delivering on that promise requires a number of improvements, including employing a dopant for
stabilization of the manganese in certain cathode compositions, 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
certain next-gen lithium-ion 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.
Honeybugle Scandium Property
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 (NSW), Australia referred to as the Honeybugle
Scandium property. The license area is located approximately 24 kilometers west-southwest from SCY’s
Nyngan Scandium Project. The license area covers part of the Honeybugle geologic complex and will carry
that name in our future references to the property. The ground was released by the prior holder, and SCY
intends to explore the property for scandium and other metals.
The Company does not consider the Honeybugle Scandium property to be a material property at this time.
No resources or reserves are known to exist on the property. The property is classified as an Australian
property for purposes of financial statement segment information.
The location of the Honeybugle Scandium property is provided below.
25
Figure 3. Location of Honeybugle Scandium property
Honeybugle Drill Results
On May 7, 2014, the Company announced completion of an initial program of 30 air core (AC) drill holes
on the property, specifically at the Seaford anomaly, targeting scandium (Sc). Results on 13 of these holes
are shown in detail in the table below. These holes suggest the potential for scandium mineralization on the
property similar to our Nyngan Scandium Project.
Highlights of initial drilling program results are as follows:
• The highest 3-meter intercept graded 572 ppm scandium (hole EHAC 11);
• EHAC 11 also generated two additional high grade scandium intercepts, grading 510 ppm and 415
ppm, each over 3 meters;
• The program identified a 13-hole cluster which was of particular interest;
•
Intercepts on these 13 holes averaged 270 ppm scandium over a total 273 meters at an average
continuous thickness of 21 meters per hole, representing a total of 57% (354 meters) of total initial
program drilling;
• The 13 holes produced 29 individual (3-meter) intercepts over 300 ppm, representing 31% of the
mineralized intercepts in the 273 meters of interest; and
• This initial 30-hole AC exploratory drill program generated a total of 620 meters of scandium
drill/assay results, over approximately 1 square kilometer on the property.
The detail results of 13 holes in the initial drill program are as follows:
26
Table 1. Results of 13-Hole Initial Drill Program
Seaford is characterized by extensive outcrops of dry, iron-rich laterites, allowing for a particularly shallow
drill program. Thirty (30) air core (AC) holes on nominal 100-meter spacing were planned, over an area of
approximately 1 square kilometer. Four holes were halted in under 10 meters depth, based on thin laterite
beds, low scandium grades, and shallow bedrock.
The 13 holes highlighted in the table are grouped together on either side of Coffills Lane and represent all
of the drill locations where meaningful intercept thickness generated scandium grades exceeding 175 ppm.
Some of these 13 holes showed significant scandium values on the immediate surface, and alternately, other
holes exhibited favorable scandium grades that began at shallow depth. The highest-grade Sc sample was
found in a 21-24 meter interval (572 ppm), although several holes produced better than 350 ppm Sc
intercepts at depths of under 9 meters. The deepest hole (EHAC 7) was drilled to 57 meters, showing good
scandium grades over a 12-meter horizon (245 ppm) near the bottom of the hole, from 39 to 51 meters
depth. Higher scandium grades were associated with higher iron levels. Holes were drilled to a depth where
they contacted the fresh ultramafic bedrock, which generally signaled the end of any scandium enrichment
zones.
27
Honeybugle 30 Hole Drill Program - April 2014 Target-ScandiumHoneybugleFromToInterceptTotalDrill HoleDrillHole(meter(meterLengthScandiumNumberAreaTypedepth)depth)(meters)Grade (ppm)EHAC 1SeafordExplore (AC)214221218including27369262EHAC 2SeafordExplore (AC)01212300including099333EHAC 3SeafordExplore (AC)3129295including693352EHAC 5SeafordExplore (AC)01515244including12153333EHAC 6SeafordExplore (AC)02424185including099214including18246214EHAC 7SeafordExplore (AC)95142225including154227220including42519252EHAC 9SeafordExplore (AC)62721272including92415350EHAC 10SeafordExplore (AC)01818251EHAC 11SeafordExplore (AC)03030369including9156461including21243572EHAC 12SeafordExplore (AC)02121177EHAC 26SeafordExplore (AC)02121309Seafordincluding31815343EHAC 28SeafordExplore (AC)01818344Seafordincluding31512363EHAC 29SeafordExplore (AC)32118316including9189396Assumes 175 ppm cut-off grade
The drill plan divided Seaford into four sub-areas, 1-4, as highlighted Figure 2, below. Area 1 was relatively
higher ground and therefore the least impacted by ground moisture. Consequently, this dryer area received
the greatest attention, although that had been the general intention in the plan. Area 1 received 17 holes,
with 13 presented in detail in the table above. Areas 2-4 were each intended as step-out areas that need to
be further examined in the next program. The three step-out areas did not generate results of particular note,
although hole locations were not optimal due to ground conditions and access.
Area 2 received 3 holes, 60 meters total, and generated Sc grades from 45-75 ppm,
Area 3 received 4 holes, 87 meters total, and generated Sc grades from 47-122 ppm,
Area 4 received 5 holes, 72 meters total, and generated Sc grades from 60-101 ppm, and
The average depth of all of these holes was 18 meters, with the deepest 30 meters.
Figure 2. Initial Drill Program Map
This 13-hole cluster (Area 1) was noted to be in a relatively thick laterite zone which was constrained to
the west by contact with meta-sediments, to the east by fresh ultramafic bedrock, and to some extent in the
north by a poor intersection result in hole 30. Area 1 remains somewhat open to the south, with the two
southern-most holes (EHAC 9 and EHAC 29) generating some of the best scandium grade intercepts in the
area.
The surface and near surface mineralization at this property is an advantage, both in locating areas of interest
for future exploration work, and also because of extremely low overburden ratios. This particular
characteristic for the Honeybugle Scandium property is different from our Nyngan Scandium Project, where
mineralization is typically covered by 10-20 meters of barren alluvium.
Further drilling at Seaford is warranted, based on the results of this introductory and modest program,
specifically to the north and south of the existing area 1 drill pattern, along with investigation and select
drilling at the other three remaining anomalies on the property.
28
Drill Area 2Drill Area 4Drill Area 1Drill Area 3HighlightedDrill Results
During 2018, we performed site work at the Honeybugle Scandium property to meet the expenditure
commitment to maintain the exploration license. That 2018 work did not change the previous conclusions,
as described above. Work is planned for 2023 on the property.
Qualified Person and Quality Assurance/Quality Control
John Thompson, B.E. (Mining); Vice President - Development at SCY is a qualified person as defined in
NI 43-101 and has reviewed the technical information on this property. The drilling, sampling, packaging
and transport of the drill samples was carried out to industry standards for QA/QC. SCY employed an
independent local geology consulting and drill supervisory team, Rangott Mineral Exploration Pty. Ltd.,
(RME) of Orange, NSW, Australia, to manage the drill work on-site. Bulk samples of drill returns were
collected at one metre intervals from a cyclone mounted on the drilling rig, and a separate three-tier riffle
splitter was used on site to obtain 2.0-4.5kg composite samples collected over 3 metre intervals, for assay.
Individual sample identifiers were cross-checked during the process. The assay samples were placed in
sealed polyweave bags which remained in RME’s possession until the completion of the drilling program,
at which time they were transported to RME’s office in Orange. There, the sequence of sample numbers
was validated, and the assay samples were immediately submitted to Australian Laboratory Services’
(ALS’) laboratory in Orange. The remnant bulk samples, which were collected in sealed polythene bags,
were transported by RME to a local storage unit at Orange, for long-term storage. ALS/Orange dried and
weighed the samples and pulverized the entire sample to 85% passing 75 microns or better (technique PUL-
21). These 50g sample bags of pulps were then sent to the ALS laboratory at Stafford in Brisbane,
Queensland for analysis. ALS/Brisbane analyzed the pulps for scandium, nickel, cobalt, chromium, iron
and magnesium, using Inductively Coupled Plasma Atomic Emission Spectroscopy (ICP-AES) after a four
acid (total) digestion (technique ME-ICP61). The lower detection limit for scandium using this technique
is 1ppm. For their internal quality control, ALS/Brisbane added 4 standard samples (for 20 repeat analyses),
10 blank samples and 16 duplicate samples to the batch. Please see news release see news release dated
May 7, 2014, and available on www.sedar.com for further information on the Honeybugle drill results.
Kiviniemi Scandium Property (Eastern Finland Province, Finland)
On September 25, 2017, the Company announced that its wholly owned subsidiary company, Scandium
International Mining Corp., Norway AS, was granted a reservation on an Exploration License for the
Kiviniemi Scandium property in central Finland from the Finnish regulatory body governing mineral
exploration and mining in Finland. The exploration license was subsequently granted during August 2018,
and our exploration rights have been moved to SCY Exploration Finland Oy, a wholly owned Finnish
subsidiary.
The Geological Survey of Finland (“GTK”) conducted airborne survey work on the area in 1986, conducted
exploration drilling on the property in 2008-2010, and published those program results on their public GTK
website in 2016.
The Company does not consider the Kiviniemi Scandium property to be a material property at this time.
No NI 43-101 resources or reserves are known to exist on the property. The property is classified as the
Finland property for purposes of financial statement segment information.
Highlights
• Kiviniemi property was previously identified for scandium and explored by GTK,
• Property is a high iron content, medium grade scandium target, located on surface, with on-site
upgrade potential,
• Early resource upgrade work done for GTK promising, confirmed by SCY,
29
• Property is all-weather accessible, close to infrastructure, and
• Finland location is mining-friendly and ideally suited to EU customer markets.
Property/Location
The Kiviniemi property is located in the municipality of Rautalampi, Eastern Finland Province,
approximately 350km northeast of Helsinki, by road. The closest major city/airport is Kuopio (pop.
110,000), approximately 70km to the northeast of the property. The exploration target is located on a small
portion of a family farm, partially cleared for farming. Most of the property is wooded, including the area
where the mineralization has been located.
Exploration License
During August 2018, an exploration license for the Kiviniemi Scandium property was granted from the
Finnish regulatory body governing mineral exploration and mining in Finland. The exploration area is
approximately 24.6 hectares (0.25 square kilometer), identical to the historic GTK exploration license on
the property, which expired in 2015. The mineralized area, as defined on GTK resource modeling maps, is
approximately 25% of the total reservation. The exploration license requires us to report our exploration
activities annually to Finland government agencies and to demonstrate in the annual reports that any
exploration work has been effective and systematic.
Prior Exploration Work
GTK performed magnetic surveys on the general area in 1986, focused on copper/nickel/cobalt targets, and
based on current mining activity in the area. That initial field work located a significant magnetic anomaly
on the Kiviniemi property. In 2008, GTK initiated an exploration drilling program on the property,
completing 4 diamond core holes in that first program phase, followed by a further 5 diamond holes in
2010, totaling 1,250 meters, at an average (angled) length of 139 meters, and a maximum vertical extension
of 167 meters. The drill spacing varied from 50-200 meters, using a diamond drill size of 46mm (T56).
Four of the nine total holes drilled (approx. 850 meters) are in the mineralized area, with the remainder
defining portions of the mag zone that did not contain scandium. The mag zone is generally very high in
iron, ranging from about 20% to 35% Fe. The GTK published the results of the drill program assays, and
other information on the geology and mineralization, on their website in 2016.
Geology of Resource Target. The host rock is very iron-rich, garnet-bearing fayalite ferro(monzo) diorite.
include plagioclase, potassium feldspar, ferrohedenbergite
The main minerals
(clinopyroxene), ferrohastingsite (amphibole), almandine garnet and fayalite. The principal scandium
carrier minerals are ferrohastingsite (59 %) and ferrohedenbergite (40 %).
the deposit
in
Resource Modeling
GTK completed and published a paper outlining property work including a 3D modeling and resource
estimation on the project, in March 2016. The authors employed data from 6 holes and used an industry
standard GEOVIA Surpac software to produce a geological 3D domain model, and inverse distance was
run to estimate resource grades into the block model. The authors declined to specifically characterize the
resource on the basis of limited holes and uneven spacing, describing their estimate as an “exploration
potential measurement.” The authors estimated that another 500-700 meters of drilling (5-7 holes) would
establish 50-meter centers on the target and allow a resource classification. The mineralized target remains
open at depth. The authors did provide a table of results on tonnage estimates from their modeling work, at
various cut off values, excerpts of which are presented below.
30
The Company believes the standards and controls employed by GTK are reliable and consistent with proper
industry practice. However, the potential quantity and grade is conceptual in nature and there has been
insufficient exploration to define a mineral resource and it is uncertain whether further exploration will
result in a mineral resource. The Company considers the above estimates as historical in nature, and such
estimates do not use the categories prescribed by NI 43-101. A qualified person (as defined in NI 43-101)
has not done sufficient work to classify the historical estimate as a current mineral resource. The Company
is not treating the historical estimate as a current mineral resource.
Metallurgical Upgrade Work
In 2010, GTK engaged their metallurgical research laboratory (at Outokumpu) to conduct standard upgrade
testing on the drill core sample material, specifically magnetic gravity separations. The mag separation
work suggested a scandium upgrade to approximately 346ppm, based on a resource material head grade of
160-200ppm, and a 72% scandium recovery.
In June 2017, SCY engaged FLSmidth (Salt Lake City, Utah) seeking to duplicate the earlier 2010 upgrade
work and confirm the earlier results. The earlier results were generally confirmed, in that the 2017 work
achieved magnetic separation upgrade assays of 286ppm on a resource material head grade of 186ppm. We
supplied FLSmidth with approximately 16kg of resource material sourced from GTK, all samples from a
single hole (P433-R3). FLSmidth also carried out scandium check assays on the individual drill hole
samples provided by GTK, with good grade correlation to GTK data.
Kiviniemi Project Summary
The Kiviniemi property represents a medium grade scandium resource target that has remained
unrecognized and overlooked by earlier exploration work, largely due to the absence of the more commonly
sought-after minerals in the region, specifically copper, nickel and cobalt. We believe that Kiviniemi is
Europe’s largest underdeveloped primary scandium mining resource.
The target has benefited significantly from valuable early exploration work by the GTK, which has
advanced the property to a stage where successful metallurgical investigations may prove value that offsets
grade concerns. SCY estimates roughly US$2M of work value has been directed at this property to date,
including field work, drilling programs, assay work, overheads, and metallurgical upgrade studies, but firm
numbers are not available.
31
Kiviniemi Scandium Property - GTK Resource Potential EstimateEstimatedPotentialSc Cut Off Average Grade Estimate (ppm)Tonnage (Mt)Grade (ppm)ScandiumYttriumZirconium12.660170.180.5174512.5100170.980.3174411.1150173.380.21830SOURCE: Publication, GTK, "3D Modeling and Mineral Resource Estimation of the Kiviniemi Scandium Deposit, Eastern Finland". Authors, Janne Hokka & Tapio Halkoaho
Patent Program Summary- Applications and Grants
Patent Filings - Summary
The Company is in the process of establishing a significant portfolio of intellectual property through the
filing of scandium related patents both in the US and abroad.
On 10/12/2021 the company was granted a patent for the recovery of scandium from nickel laterite ores.
To date, the following nine US patents have been granted to the Company:
11,142,809
10,988,830
10,988,828
10,450,634
10,378,085
10,260,127
9,982,326
9,982,325
8,372,367
Systems and Processes for Recovering Scandium Values from Laterite Ores
Scandium Master Alloy Production
Extraction of Scandium Values from Copper Leach Solutions
Scandium-Containing Master Alloys and Method for Making The Same
Recovery Of Scandium Values Through Selective Precipitation of Hematite and
Basic Iron Sulfates from Acid Leachates
Method For Recovering Scandium Values from Leach Solutions
Solvent Extraction of Scandium from Leach Solutions
Systems And Methodologies for Direct Acid Leaching of Scandium-Bearing
Ores
System and Method for Recovering Boron Values from Plant Tailings
Below is a list of thirteen US patents that have been filed, but have not been granted yet:
US20210371294-A1
US202163038873
US20210347651
US20200001407
US20210172041
US20190218645
US20120305452
US20110298270
US2012005585l
US20120204680
US20120207656
Provisional (2)
Process for the Preparation of High Purity Alumina*
Recovery of Critical Metals from SX-EW Copper Raffinate and Other Solutions
Derived from Leaching Ores with Sulfuric Acid
Counter Current Process for Recovering High Purity Copper Sulfate Values
from Low Grade Ores
Control Of Recrystallization In Cold-Rolled AlMn(Mg)ScZr Sheets For
Brazing Applications
Byproduct Scandium Recovery from Low Grade Primary Metal Oxide Ores
Direct Scandium Alloying
Dry, Stackable Tailings and Methods for Producing the Same
In Situ Ore Leaching Using Freeze Barriers
Low Carbon Dioxide Footprint for Coal Liquefaction
System and Method for Recovery of Nickel Values from Nickel-Containing
Ores
System and Method for Recovery of Scandium Values from Scandium-
Containing Ores
Titles not yet publicly disclosed
*NOTE: This Final Patent Application was published by the US Patent office on December 2, 2021 (A1)
Patent Applications Discussion
• These patents and patent applications cover novel, unique flowsheet designs, applicable to both
scandium extraction and other metals extraction.
• The patented designs on scandium are largely supported by test work done with Nyngan Scandium
Project resource material and known design parameters.
32
• The scandium patents cover HPAL system material flows, solvent extraction (SX), ion exchange
systems (“IX”), atmospheric tank and heap leaching systems and techniques, and processes for
directly making select master alloys containing scandium; and
• A number of the scandium-focussed designs are incorporated as part of the DFS.
• Recovery of by-product scandium from certain other mineral resources is also covered.
• Recovery of base metals, such as copper, cobalt, nickel, manganese and aluminum from process
solutions or waste products is also covered.
• Use of scandium in lithium-ion batteries is addressed.
These patent applications, filed with the US Patent Office, protect the Company’s position and rights to the
intellectual property (IP) contained and identified in the applications as of the date filed, within the
worldwide jurisdiction limits of the US patent system. Review of patent applications by the US Patent
Office takes time, but the initial dates of filing these patents define the basis of IP ownership claims, as is
generally afforded U.S. patentholders.
The Company intends to utilize the IP contained in these process patents in the development of process
flowsheets for recovery of scandium from its Nyngan Scandium Project, as well as its Honeybugle project
and future by-product opportunities from leach solutions and/or waste products. The Company believes that
patent protection of these specific, novel process designs will be granted.
Many of the basic design elements contemplated in the Nyngan Scandium Project flowsheet are commonly
applied to other specialty metals, particularly nickel. However, the application of these basic design
elements has not been commonly applied to scandium extraction from laterite resources, and there are
enough intended and required operational differences in the application to permit the Company to patent-
protect IP on those differences.
Our history of work on solution separation technologies using ion exchange and/or solvent extraction has
widened our opportunity to pursue recovery of select elements of a growing list of critical metals, as defined
by governments, concerned customers and industry groups, specifically prioritising lithium-ion battery
metals.
These patent claims are the result of ten years of metallurgical test work with independent resource
laboratories and specific design work by Willem Duyvesteyn, the Company’s former Chief Technology
Officer. This work is ongoing. Patent protection on flowsheet intellectual property will serve to limit or
prevent the unauthorized use of that IP by others without the Company’s consent. We believe these filings
are an important action to protect the ownership of a Company asset, on behalf of all SCY shareholders.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our
properties or assets are the subject of any pending legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
The Company has no active mining operations or dormant mining assets currently and has no outstanding
mine safety violations or other regulatory safety matters to report.
33
PART II
ITEM 5. MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Shares
The principal market on which our common shares are traded is the Toronto Stock Exchange. Our common
shares commenced trading on the Toronto Stock Exchange on April 24, 2008, under the symbol “GP.”
Effective March 11, 2009, the common shares were listed and posted for trading on the Toronto Stock
Exchange under the symbol “EMC.” Effective November 28, 2014, the common shares were listed and
posted for trading on the Toronto Stock Exchange under the symbol “SCY.” The following table shows the
high and low trading prices of our common shares on the Toronto Stock Exchange for the periods indicated.
Year
Fiscal Year ended December 31, 2022
First quarter
Second quarter
Third quarter
Fourth quarter
Fiscal Year ended December 31, 2021
First quarter
Second quarter
Third quarter
Fourth quarter
High
(C$)
0.160
0.140
0.120
0.095
0.325
0.250
0.225
0.200
Low
(C$)
0.130
0.085
0.060
0.060
0.205
0.165
0.155
0.135
Exchange Rates
We maintain our books of account in United States dollars and references to dollar amounts herein are to
the lawful currency of the United States except that we are traded on the Toronto Stock Exchange and,
accordingly, stock price quotes and sales of stock are conducted in Canadian dollars (C$). The following
table sets forth, for the periods indicated, certain exchange rates based on the noon rate provided by the
Bank of Canada. Such rates are the number of Canadian dollars per one (1) U.S. dollar (US$). The high and
low exchange rates for each month during the previous six months were as follows:
February 2023
January 2023
December 2022
November 2022
October 2022
September 2022
High
1.3622
1.3658
1.3687
1.3749
1.3856
1.3726
Low
1.3312
1.3376
1.3433
1.3288
1.3547
1.2988
The following table sets out the exchange rate (price of one U.S. dollar in Canadian dollars) information as
at each of the years ended December 31, 2021, and 2022.
34
Rate at end of Period
Low
High
Year Ended December 31
(Canadian $ per U.S. $)
2021
2022
1.3544
1.2732
1.2470
1.2718
1.4496
1.3856
As of March 1, 2023, there were 104 registered holders of record of the Company’s common shares and an
undetermined number of beneficial holders.
Dividends
We have not paid any cash dividends on our common shares since our inception and do not anticipate
paying any cash dividends in the foreseeable future. We plan to retain our earnings, if any, to provide funds
for the expansion of our business.
Securities Authorized for Issuance under Compensation Plans
The following table sets forth information as of December 31, 2022, respecting the compensation plans
under which shares of the Company’s common stock are authorized to be issued.
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
34,665,000
C$0.140
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
(c)
18,714,122
37,803,218
C$0.1075
Nil
72,468,218
C$0.1231
18,714,122
Plan Category
Equity compensation
plans approved by
security holders
Equity compensation
plans not approved by
security holders
Total
Purchases of Equity Securities by the Company and Affiliated Purchasers
Neither the Company nor an affiliated purchaser of the Company purchased common shares of the Company
in the year ended December 31, 2022.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
35
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Overview
Scandium International is a specialty metals company focused on the evaluation and potential development
of projects into producing assets. The Company pursues project opportunities from both known geologic
resources and existing mine process solutions when it identifies further recovery potential.
The Company is an exploration stage company and anticipates incurring significant additional expenditures
prior to production at all its properties. 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 under
the symbol “SCY.”
These 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 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. If additional financial support is not received,
or operating profits are not generated, the carrying values of the Company’s assets may be adversely
affected.
In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This
contagious disease outbreak, which has continued to spread, and related adverse public health
developments, has adversely affected workforces, economies, and financial markets globally, leading to an
economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse
results of the outbreak and its effects on the Company’s business or ability to raise funds.
RESULTS FOR THE YEAR ENDED DECEMBER 31, 2022
Liquidity and Capital Resources
On December 31, 2022, we had working capital of $378,527 including cash of $1,852,710 and current
liabilities of $1,507,724 as compared to working capital of $(1,598,778) including cash of $93,894 at
December 31, 2021.
On December 31, 2022, we had a total of 34,665,000 (2021 – 34,615,000) stock options exercisable between
C$0.065 and C$0.225 (2021 – between C$0.065 and C$0.37) which have the potential upon exercise to
generate a total of C$4,753,500 (2021 – C$5,962,625) in cash over the next four and a half years. On
December 31, 2022, we had a total of 37,803,218 (2021 – Nil) warrants exercisable at C$0.1075 which
have the potential upon exercise to generate a total of C$4,063,218. There is no assurance that these
securities will be exercised.
Our continued development is contingent upon our 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 us; however,
management is committed to pursuing all possible sources of financing to execute our business plan.
36
Results of Operations
Quarter ended December 31, 2022
The net profit for the quarter increased by $443,482 to $228,371 from a loss of $215,111 in the prior year.
Details of the individual items contributing to the decreased loss are as follows:
Q4 2022 vs. Q4 2021 - Variance Analysis (US$)
Item
Gain on derivative
liability
Variance
Favourable /
(Unfavourable)
$364,206
Explanation
Warrants issued in Q2 2022 are in Canadian funds. As the
exchange rate with the Canadian dollar fluctuates, a gain or
loss on this is recorded in the financial statements. Also, the
value of the warrants is recalculated based on Black-Scholes
calculation at the end of the year. Since the warrants were
issued, a gain has been calculated. This is a non-cash item.
Salaries and benefits
$73,430
This favorable variance is due to the resignation in Q1 2022
of 3 senior staff members that have not been replaced.
General and
administrative
$40,921
With the closing of the Sparks, Nevada office and reduced
staffing, a favorable variance was realized when compared to
2021 when there was much more activity and staffing.
Consulting
$25,500
The resignation of a consultant in Q1 2022 has led to this
favorable variance.
Exploration
$7,081
Professional fees
Amortization
$729
$419
Insurance
($255)
In Q2 2022, the Company received a refund for the cost of a
new mine lease after the original mine lease was objected to.
The cost of the second mine lease was refunded as it was
determined that the original mine lease was valid.
Year over year costs are relatively the same.
In Q1 2022, all depreciable assets were disposed of. No further
amortization expense was incurred in the year resulting in this
favorable variance when compared to 2021.
New insurance policies were entered into in Q4 2022.
Premiums have increased resulting in this minor unfavorable
variance.
Travel
($367)
Costs have not increased very much. Limited travel has been
incurred in both years as the Company conserves its cash.
Foreign exchange
($19,572)
In Q4 funds held in foreign currencies decreased against the
37
Q4 2022 vs. Q4 2021 - Variance Analysis (US$)
Item
loss
Variance
Favourable /
(Unfavourable)
Explanation
US dollar resulting in this negative variance when compared
to the comparable period in 2021. Also in 2021 there was less
exposure to currency fluctuations as much smaller amounts of
foreign currency funds were held.
Stock based
compensation
($48,610)
In Q4 of 2022 the Company was expensing options granted in
Q2 2022 that vested over 18 months. No such vestings were
incurred in Q4 2021.
Results of Operations for the Year ended December 31, 2022
The net profit for the year increased by $2,417,628 to $850,596 from a loss of $1,567,032 in the prior year,
Details of the individual items contributing to the decreased net loss are as follows:
2022 vs. 2021 - Variance Analysis (US$)
Item
Accrual reversal
Variance
Favourable /
(Unfavourable)
$1,032,044
Gain on derivative
liability
$525,259
Stock-based
compensation
$412,106
Explanation
In the current year, the Company reversed accrued liabilities
for certain staff who are no longer with the Company. No such
item was incurred in 2021.
Warrants issued in Q2 2022 are in Canadian funds. As the
exchange rate with the Canadian dollar fluctuates, a gain or
loss on this is recorded in the financial statements. Also, the
value of the warrants is recalculated based on Black-Scholes
calculation at the end of the quarter. Since the warrants were
issued, a gain has been calculated. This is a non-cash item.
Stock options granted in Q2 2022 will vest and be expensed
over an 18-month period while stock options granted in Q2
2021 vested and were expensed immediately. Also, the options
granted in Q2 2021 were at a higher price resulting in higher
amounts expensed. These are non-cash costs.
Salaries and
benefits
$243,461
This favorable variance is due to the resignation in Q1 2022 of
3 senior staff members feathat have not been replaced.
Consulting
$112,259
The resignation of a consultant in Q1 2022 has led to this
favorable variance.
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2022 vs. 2021 - Variance Analysis (US$)
Item
Exploration
Variance
Favourable /
(Unfavourable)
$71,409
Explanation
In Q2 2022, the Company received a refund for the cost of a
new mine lease after the original mine lease was objected to.
The cost of the second mine lease was refunded as it was
determined that the original mine lease was valid.
General and
administrative
$61,728
With the closing of the Sparks, Nevada office and reduced
staffing, a favorable variance was realized when compared to
2021 when there was much more activity and staffing.
Insurance
$4,471
Lower fees were negotiated in Q4 2021 resulting in lower costs
in the current year when compared to 2021.
Travel and
entertainment
($367)
Year over year costs have not increased very much. Limited
travel has been incurred in both years as the Company
conserves its cash.
Amortization
($1,204)
In 2022, all depreciable assets were disposed of resulting in
this negative variance.
Foreign exchange
gain
($10,200)
The US dollar strengthened in the year ending December 30,
2022, and because of the large derivative liability being in
Canadian dollars, there was a favorable foreign exchange gain.
However, excluding the impact of the derivative liability there
was a loss on assets carried in foreign currencies.
Professional fees
($33,338)
Audit fees have increased resulting in this unfavorable
variance when compared to 2021.
Cash flow discussion for the year ended December 31, 2022, compared to December 31, 2021
The cash outflow from operating activities increased by $573,510 to $947,715 (2021 – $374,205) due
mainly to due mainly to payment of accrued salaries in 2022.
Cash inflows from financing activities of $2,706,531 reflect the private placement and options being
exercised in the current nine-month period when compared to the year ended December 30, 2021, in which
options exercised brought in $297,815.
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Summary of quarterly results (US$)
Q4
-
2022
Q3
-
Q2
-
Q1
-
Q4
-
2021
Q3
-
Q2
-
Q1
-
228,371
70,701
28,577
522,946
(215,111)
(278,704)
(761,080)
(312,137)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
(0.00)
Net Sales
Net Income
(Loss)
Basic and
diluted
Net Income
(Loss) per
share
Financial Position
Cash
Yearend Cash increased by $1,758,816 to $1,852,710 (2021 - $93,894) due mainly to a private placement
carried out in Q2 2022
Prepaid expenses and receivables
Prepaid expenses and receivables have decreased by $1,501 to $33,541 (2021 - $35,042) due to lower
activity levels in 2022.
Reclamation bond
A reclamation bond of €10,000 ($10,699) was purchased for the Kiviniemi property in 2018.
Property, plant and equipment
Property plant and equipment consists of office furniture and computer equipment at the Sparks, Nevada
office. The decrease of $2,932 to $Nil at December 31, 2022 (2021 - $2,932) is due to the disposal of that
office furniture and computer equipment in the nine-month period.
Mineral interests
Mineral interests remained at $704,053 at December 31, 2022 (2021 - $704,053).
Accounts Payable, Accounts payable with related parties, Accrued Liabilities and Derivative liability -
warrants.
Accounts payable, accounts payable with related parties, accrued liabilities and Derivative liability –
warrants have decreased by $219,990 to $1,507,724 at December 31, 2022 (2021 – $1,727,714) due to
warrant derivative liability being classed as a current liability which was partially offset by the write off of
certain salary deferrals.
Capital Stock
Capital stock increased by $995,426 to $111,144,603 (2021 - $110,149,177) due to a private placement in
Q2 of 2022 and stock option exercises.
40
Additional paid-in capital increased by $127,606 to $7,019,116 (2021 - $6,891,510) as a result of stock
option expensing which was partially offset by stock option exercises.
Treasury shares remained at $1,264,194 through the 2022 fiscal period.
Off-balance sheet arrangements
At December 31, 2022, we 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 us.
Transactions with related parties
During the year ended December 31, 2022, the Company expensed $177,445 for stock-based compensation
for stock options issued to Company directors. During the year ended December 31, 2021, the Company
expensed $441,277 for stock options issued to Company directors.
During the year ended December 31, 2022, the Company expensed a consulting fee of $17,000 to one of
its directors. During the year ended December 31, 2021, the Company expensed a consulting fee of
$102,000 to one of its directors.
As at December 31, 2022, the Company owed $185,576 (2021 - $1,159,713) to an officer of the Company.
During the year ended December 31, 2022, the Company reversed $669,723 (2021 - $Nil) of accruals to
related parties, pursuant to settlement agreements.
Additional Information and Accounting Pronouncements
Outstanding share data
At March XX 2, 2023 we had 355,860,144 issued and outstanding common shares and 28,965,000
outstanding stock options at a weighted average exercise price of C$0.121. Also, there were 37,803,218
warrants outstanding at C$10.75 at March 7, 2023.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting policies requires
our management 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
We use 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 we make
will likely change from time to time. At the time the fair value is determined, the methodology that we use
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.
41
Deferred income taxes
We account for tax consequences of the differences in the carrying amounts of assets and liabilities and our
tax bases using tax rates expected to apply when these temporary differences are expected to be settled.
When the deferred 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. We have taken a valuation allowance against all such potential tax assets.
Mineral properties and exploration and development costs
We capitalise the costs of acquiring mineral rights at the date of acquisition. After acquisition, various
factors can affect the recoverability of the capitalized costs. Our 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. We are 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, we have assumed
recent world commodity prices will be achievable. We have considered the mineral resource reports by
independent engineers on the Nyngan 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
Accounting Standards Update 2021-04 - Earnings Per Share (Topic 260), Debt Modifications and
Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives
and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40). This update is to provide clarity around
earnings per share calculations and is effective for fiscal years beginning after December 15, 2021,
including interim periods within those fiscal years. The Company has reviewed this standard and
determined there is no impact on its financial statements.
Financial instruments and other risks
Our financial instruments consist of cash, receivables, accounts payable and accrued liabilities, accounts
payable with related parties, and promissory notes payable. It is management's opinion that we are not
exposed to significant interest, currency or credit risks arising from our financial instruments. The fair
values of these financial instruments approximate their carrying values unless otherwise noted. The
Company has its cash primarily in five commercial banks, one in Vancouver, British Columbia, Canada,
one in Hamilton, Ontario, Canada, one in Melbourne, Australia, one in Chicago, Illinois and one in Los
Angeles, California.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of the Company and the notes thereto are attached to this report
following the signature page and Certifications.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
For the fiscal years ended December 31, 2022, and 2021, we did not have any disagreement with our
accountants on any matter of accounting principles, practices, or financial statement disclosure.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures
The Company’s management, including our principal executive officer and our principal financial officer,
evaluated the effectiveness of 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.
Management’s report on internal control over financial reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act). Management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2019, using criteria
established in Internal Control-Integrated Framework issued in 1992 by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Even an effective internal control system, no matter
how well designed, has inherent limitations, including the possibility of human error and circumvention or
overriding of controls and therefore can provide only reasonable assurance with respect to reliable financial
reporting. Furthermore, the effectiveness of an internal control system in future periods can change with
conditions.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial
reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely basis.
The Company’s management has determined that the internal controls over financial reporting are effective
as of December 31, 2022.
43
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.
ITEM 9B. OTHER INFORMATION
None.
PART III
Information with respect to Items 10 through 14 is set forth in the definitive Proxy Statement to be filed
with the Securities and Exchange Commission on or before April 30, 2023, and is incorporated herein by
reference. If the definitive Proxy Statement cannot be filed on or before April 30, 2023, the Company will
instead file an amendment to this Form 10-K disclosing the information with respect to Items 10 through
14.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
Financial Statements
The following Consolidated Financial Statements are filed as part of this report.
Description
Financial statements for the years ended December 31, 2022, and 2021 and
audit reports thereon.
Page
F-1
Exhibits
The following table sets out the exhibits filed herewith or incorporated herein by reference.
Exhibit
3.1
3.2
10.1(3)
10.4(5)
21.1(6)
23.1(6)
23.2(6)
23.3(6)
Description
Certificate of Incorporation, Certificate of Name Change dated March 2009, Notice of
Articles dated March 2009(1)
Certificate of Name Change dated November 19, 2014 and Notice of Articles dated
November 19, 2014(2)
Corporate Articles(1)
Amendment to Corporate Articles dated November 10, 2014(2)
2015 Stock Option Plan
Share Exchange Agreement dated June 30, 2017
List of Subsidiaries
Consent of Davidson & Company LLP
Consent of Stuart Hutchin
Consent of Dean Basile
44
23.4(6)
31.1(6)
31.2(6)
32.1(6)
32.2(6)
Consent of Geoffrey Duckworth
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange
Act of 1934 of the Principal Executive Officer
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange
Act of 1934 of the Principal Financial Officer
Section 1350 Certification of the Principal Executive Officer and Principal Financial
Officer of the Principal Executive Officer
Section 1350 Certification of the Principal Executive Officer and Principal Financial
Officer of the Principal Financial Officer
(1) Previously filed as exhibits to the Form 10 filed May 24, 2011 and incorporated herein by reference.
(2) Previously filed as exhibits to the Form 10-K filed February 27, 2015 and incorporated herein by reference.
(3) Previously filed as Schedule “A” to the Form DEF 14A filed October 5, 2015 and incorporated herein by reference.
(4) Previously filed as an exhibit to the Form 10-K/A filed May 1, 2014 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Form 8-K filed July 26, 2017 and incorporated herein by reference.
(6) Filed herewith.
45
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
SCANDIUM INTERNATIONAL MINING CORP.
By: /s/ Peter Evensen
Peter Evensen
President and Principal Executive Officer
Date: March 7, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Peter Evensen
Peter Evensen
/s/ William Harris
William Harris
President, Principal Executive Officer, and Director March 7, 2023
Chairman and Director
March 7, 2023
/s/ James Rothwell
James Rothwell
Director
March 7, 2023
/s/ R. Christian Evensen Director & Principal Financial Officer
R. Christian Evensen
March 7, 2023
46