UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]

Check the appropriate box:
[X] Preliminary Proxy Statement
[   ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
[   ] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material under Rule 14a-12

SCANDIUM INTERNATIONAL MINING CORP.
(Name of Registrant as Specified In Its Charter)

_____________________________________________________N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]X] No fee required

[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

[   ] Fee paid previously with preliminary materials.

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[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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NOTICE OF SPECIAL MEETING
OF SHAREHOLDERS

to be held on<>, 2017

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PROXY STATEMENT AND MANAGEMENT INFORMATION CIRCULAR

SCANDIUM INTERNATIONAL MINING CORP.

CORPORATE OFFICE
Suite 501 – 1430 Greg Street, Sparks
Nevada, USA, 89431
(775) 355-9500

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

AS AT SEPTEMBER 21, 2015LETTER TO SHAREHOLDERS

ANNUAL GENERAL<>, 2017

Dear shareholders of Scandium International Mining Corp.:

The board of directors of Scandium Interinational Mining Corp. (“Scandium”, “we”, “our” or “us”) cordially invites you to attend the special meeting (the “Meeting”) of holders of common shares to be held at <> a.m. (Vancouver Time) on <>, 2017 at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.

At the Meeting, shareholders will be asked to approve the issuance of 57,371,565 of our common shares to Scandium Investments LLC (“SIL”) in exchange for SIL’s 20% interest in EMC Metals Australia Pty Ltd. (“EMC-A”). As a result of the exchange transaction, we will increase our ownership of EMC-A from 80% to 100%. EMC-A holds our Nyngan Scandium project and our Honeybugle scandium property, both located in New South Wales, Australia.

The transaction is subject to the terms and conditions of a Share Exchange Agreement dated June 30, 2017 entered into between Scandium, SIL and EMC-A (the “Agreement”).

Pursuant to the terms of the Agreement, on closing we will also issue to SIL common shares having an aggregate value equal to US$420,000 determined using the market price per share as at the first trading day following the Meeting. The additional common shares represent an adjustment payment due to the fact that our 80% interest in EMC-A is subject to a 0.7% gross revenue royalty interest, whereas SIL’s 20% interest is not encumbered by that royalty. The Agreement also provides that on closing of the Transaction, SIL will also be entitled to nominate two directors to the Company’s board of directors.

Management and the Board of Scandium strongly support the transaction with SIL. Establishing Scandium as the owner of 100% of EMC-A provides us with significant advantages in advancing the Nyngan Scandium project, including the following key benefits:

• Provides a wider array of project financing structures to better optimize the cost of capital for the development of the Nyngan scandium project;
• Aligns the interests of SIL as a key project stakeholder with other shareholders of Scandium;
• Streamlines project management;
• Adds strategic and financing resources to the board of directors from SIL director nominees;
• In the view of management, is considered non-dilutive to existing Scandium shareholders.

Pursuant to the requirements of the Toronto Stock Exchange (“TSX”), the Transaction must be approved by a majority of the votes cast by the shareholders of Scandium voting in person or by proxy at the Meeting, excluding any votes held by SIL and its principal owners. The Transaction is subject to certain other customary conditions set forth in the Agreement. Closing of the Transaction is expected to occur approximately 2 business days after all conditions have been satisfied.

The Board has concluded that the Transaction is in the best interests of Scandium. The Board recommends that the shareholders vote FOR the Transaction.

A notice of special meeting, proxy statement and management information circular (“Proxy Statement”), and a form of proxy (“Proxy”) or voting instruction form (“VIF”) accompany this letter. The Proxy Statement contains a description of the Transaction and other information to assist you in considering the matters to be voted upon. We encourage you to carefully consider the information in this Proxy Statement, and to consult your financial, legal or other professional advisors if you require assistance.

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Your vote is important, regardless of the number of Scandium common shares you own. If you are a registered shareholder, meaning that your name appears on the records of Scandium as the registered holder of shares (a “Registered Shareholder”), you may wish to vote by proxy whether or not you attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by completing the enclosed Proxy and returning it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), in accordance with the instructions on the Proxy. You should ensure that the Proxy is received by Computershare at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

If you are a non-registered or beneficial shareholder, meaning your Shares are not registered in your own name but are registered in the name of a broker, bank or other intermediary (a “Beneficial Shareholder”), follow the instructions provided by your broker or other intermediary to vote your Shares. You may also consult the section in the Proxy Statement entitled “Proxy Voting – Beneficial Shareholders” for more detailed information.

If you have any questions or need assistance with the completion and delivery of your Proxy or VIF, please contact our Investor Relations department by telephone at (775) 355-9500, or by email atinfo@scandiummining.com.

On behalf of Scandium, I would like to thank all our shareholders for their ongoing support. We are committed to the success of this Transaction and believe it will put Scandium in a better position to meet the evolving needs of our business and shareholders.

Yours truly,

/s/ George Putnam

George Putnam
President

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 28, 2015AT<> A.M. ON<>, 2017

The Special Meeting of Shareholders (the “Meeting”) of Scandium Mining International Corp. (the “Company”) will be held at <> a.m. (Vancouver Time) on <>, 2017 at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8, for the following purpose:

For disinterested shareholders to pass an ordinary resolution approving the Company’s issuance of common shares to Scandium Investments LLC (“SIL”) pursuant to a share exchange agreement (the “Agreement”) between the Company, SIL and EMC Australia PTY Ltd. (“EMC-A”), providing for the Company’s acquisition of SIL’s 20% interest in EMC-A.

The Company’s Board of Directors has fixed July 18, 2017, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of and to vote at the Meeting.

All shareholders are invited to attend the Meeting in person, but even if you expect to be present at the Meeting, you are requested to mark, sign, date and return the enclosed proxy card in accordance with the instructions set out in the notes to the proxy and any accompanying information from your intermediary as promptly as possible to ensure your representation. All proxies must be received by our transfer agent by no later than 48 hours prior to the time of the Meeting in order to be counted.

If you have any questions or need assistance with the completion and delivery of your proxy or voting instruction form, please contact the Company’s Investor Relations department by telephone at (775) 355-9500, or by email atinfo@scandiummining.com.

Dated at Vancouver, British Columbia, this <>^stday of <>, 2017.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ George Putnam
_____________________________________
George Putnam
President & CEO

SCANDIUM INTERNATIONAL MINING CORP.
Suite 501 – 1430 Greg Street
Sparks, Nevada, USA 89431

In this Proxy Statement, and Information Circular, all references to “$“US$” are references to United States dollars and all references to “C$” are references to Canadian dollars. As at September 21, 2015,of<>, 2017, one Canadian dollar was equal to approximately $0.75US$ in U.S. Currency.<>.

GENERAL

The enclosed proxy is solicited by the Board of Directors (the “Board”“Board”) of Scandium Mining International Mining Corp. (“Scandium,” “SCY” or the “Company”), a British Columbia corporation, (the "Company" or “SCY”), for use at the Annual GeneralCompany’s Special Meeting of Shareholders (the “Meeting”“Meeting”) of SCY to be held at 10:00<> a.m. (Pacific Standard(Vancouver Time) on Wednesday, October 28, 2015,<>, 2017, at the offices of Morton Law LLP located at Suite 1200 -– 750 West Pender Street, Vancouver, British Columbia, V6C 2T8, and at any adjournment or postponement thereof.

This Proxy Statement and the accompanying proxy card are being mailed to our shareholders (the “Shareholders”) on or about September 28, 2015.

<>, 2017. The cost of solicitation will be paid by the Company. The solicitation will be made primarily by mail. Proxies may also be solicited personally or by telephone by certain of the Company’s directors, officers and regular employees, who will not receive additional compensation therefore.therefor. In addition, the Company will reimburse brokerage firms, custodians, nominees and fiduciaries for their expenses in forwarding solicitation materials to beneficial owners.

SUMMARY OF SPECIAL BUSINESS
SHARE EXCHANGE WITH SCANDIUM INVESTMENTS LLC

The total costfollowing is a summary of proxy solicitation, including legal feesthe Share Exchange Agreement dated June 30, 2017 (the “Agreement”) between the Company, EMC Australia PTY Ltd. (“EMC-A”) and expenses incurredScandium Investments LLC (“SIL”).This is a summary only, and Shareholders are encouraged to read the full disclosure under “Proposal: Share Exchange for the acquisition of EMC-A” which appears later in connection with the preparation of this Proxy StatementStatement.

Purusant to the Agreement, and Information Circular,subject to the terms and conditions therein:

Our administrative offices are located at 1430 Greg Street, Suite 501, Sparks, Nevada, 89431.Management of the Company believes that the consummation of the share exchange and related transactions described in the Agreement (collectively the “Transaction”) is in the best interests of the Company and recommends shareholders vote in favour of the resolution described herein.

APPOINTMENT OF PROXYHOLDER

The persons named as proxyholder in the accompanying form of proxy were designated by the management of the Company (“Management Proxyholder”Proxyholder”).A shareholderShareholder desiring to appoint some other person (“(“Alternate Proxyholder”Proxyholder”) to represent him at the Meeting may do so by inserting such other person'sperson’s name in the space indicated or by completing another proper form of proxy.A person appointed as proxyholder need not be a shareholderShareholder of the Company. All completed proxy forms must be deposited with Computershare Trust Company of Canada (“Computershare”Computershare”) not less than forty-eight (48) hours, excluding Saturdays, Sundays, and holidays, before the time of the Meeting or any adjournment of it unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

EXERCISE OF DISCRETION BY PROXYHOLDER

The proxyholder will vote for or against or withhold from voting the shares,Shares of the Company, as directed by a shareholderShareholder on the proxy, on any ballot that may be called for.In the absence of any such direction, the Management Proxyholder will vote in favour of matters described in the proxy.this Proxy Statement. In the absence of any direction as to how to vote the shares,Shares of the Company, an Alternate Proxyholder has discretion to vote them as he or she chooses.

The enclosed form of proxy confers discretionary authority upon theproxyholder with respect to amendments or variations tomatters identified in the attached Notice of Meeting and other matters which may properlycome before the Meeting.At present, Management of the Company knows of no such amendments, variations or other matters.

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PROXY VOTING

Registered Shareholders

If you are a registered shareholder (“Registered Shareholder”), you may wish to vote by proxy whether or not you attend the Meeting in person. Registered shareholdersShareholders electing to submit a proxy may do so by completing the enclosed form of proxy (the “Proxy”“Proxy”) and returning it to the Company’s transfer agent, Computershare, in accordance with the instructions on the Proxy. In all cases you should ensure that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold sharesShares in their own name (referred to as “Beneficial Shareholders”“Beneficial Shareholders”). Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholdersRegistered Shareholders (those whose names appear on the records of the Company as the registered holders of shares)Shares).

If sharesShares are listed in an account statement provided to a shareholderShareholder by a broker, then in almost all cases those shares will not be registered in the shareholder'sShareholder’s name on the records of the Company. Such shares will more likely be registered under the names of the shareholder'sShareholder’s broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders'Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

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If you are a Beneficial Shareholder:

You should carefully follow the instructions of your broker or intermediary in order to ensure that your sharesShares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholdersRegistered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Services (“Broadridge”Broadridge”) in the United States and in Canada. Broadridge mails a voting instruction form (a “VIF”) in lieu of a Proxy provided by the Company.

The voting instruction formVIF will name the same persons as the Company'sCompany’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than the persons designated in the voting instruction form,VIF, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction formVIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge'sBroadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of sharesShares to be represented at the Meeting.If you receive a voting instruction formVIF from Broadridge, you cannot use it to vote sharesShares directly at the Meeting - the voting instruction formVIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the sharesShares of the Company voted.

Although asAs a Beneficial Shareholder, you may not be recognized directly at the Meeting for the purposes of voting sharesShares registered in the name of your broker,broker. However, you or a person designated by you designate may attend at the Meeting as proxyholder for your broker and vote your sharesShares in that capacity. If you wish to attend the Meeting and indirectly vote your sharesShares as proxyholder for your broker, or have a person designated by you designate do so on your behalf, you should enter your own name, or the name of the person you wish to designate, in the blank space on the voting instruction formVIF provided to you and return the same to your broker in accordance with the instructions provided by such broker, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you, or a person you designated by you, to attend at the Meeting and vote your shares.Shares.

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REVOCATION OF PROXIES

In addition to revocation in any other manner permitted by law, a registered shareholderRegistered Shareholder who has given a proxyProxy may revoke it by:

A revocation of a proxyProxy will not affect a matter on which a vote is taken before the revocation.

Only registered shareholdersRegistered Shareholders have the right to revoke a Proxy. Non-Registered HoldersBeneficial Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediariesintermediaries to revoke the Proxy on their behalf.

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VOTING PROCEDURE

A quorum for the transaction of business at the Meeting is, subject to the special rights and restrictions attached to the share of any class or series of shares, one person who is a shareholder,Shareholder, or who is otherwise permitted to vote sharesShares of the Company at a meeting of shareholdersShareholders pursuant to itsthe Company’s articles, present in person or by proxy. Broker non-votes occur when a person holding sharesShares through a bank or brokerage account does not provide instructions as to how his or her sharesShares should be voted and the broker does not exercise discretion to vote those sharesShares on a particular matter. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Meeting. However, an abstention or broker non-vote will not have any effect on the outcome for the election of directors.

Shares for which proxy cards are properly executed and returned will be voted at the Meeting in accordance with the directions noted thereon or, in the absence of directions, will be voted "FOR" the fixing of the number of directors at seven, “FOR” the election of each of the nominees to the Board of Directors named on the following page, "FOR"“FOR” the resolution to ratifyapproving the appointment of Davidson & Company LLP, Chartered Accountants, as independent auditors of the Company for the fiscal year ended December 31, 2015Agreement and to authorize the directors to fix their remuneration, “FOR” the approval of the Company’s 2015 stock option plan, and “FOR” the approval to a 5 year extension of the expiry date to November 15, 2020 of 4,300,000 stock options held by directors and officers which are currently due to expire on November 5, 2015.Transaction. It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their discretion with respect to such matters.

To be effective, each matter which is submitted to a vote of shareholders,Shareholders, other than for the approvalelection of auditorsdirectors and the approval to a 5 year extension to the expiry date of stock options held by directors and officers,auditors, must be approved by a majority of the votes cast by the shareholdersShareholders voting in person or by proxy at the Meeting. To

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be effective,acted upon at the resolution approvingMeeting. For the purpose of this paragraph, “Person” means any individual: (a) who has been a 5 year extension to the expiry date of stock options held by directors and officers must be approved by a majoritydirector, senior officer or insider of the votes cast byCompany at any time since the shareholders votingcommencement of the Company’s last fiscal year; or (b) who is an associate or affiliate of a person included in person or by proxy at the Meeting, excluding the votes in respect of shares in our common stock (the “Common Stock”) held by George Putnam, Willem Duyvesteyn, Barry Davies and William Harris and their respective affiliates and associates.subparagraph (a).

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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

On September 21, 2015July 18, 2017 (the “Record Date”“Record Date”), there were 225,047,200 shares of229,490,362 Common StockShares issued and outstanding, each shareShare carrying the right to one vote. Only shareholdersShareholders of record at the close of business on the Record Date will be entitled to vote in person or by proxy at the Meeting or any adjournment thereof.

ToAs at the Record Date, to the knowledge of the directors and executive officers of the Company (the “Management”), the beneficial ownersBeneficial Shareholders or persons exercising control over Company sharesShares carrying more than 5% of the outstanding voting rights are:

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as disclosed herein, no Person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors and the appointment of auditors and as set out herein. For the purpose of this paragraph, “Person” shall include each person: (a) who has been a director, senior officer or insider of the Company at any time since the commencement of the Company’s last fiscal year; (b) who is a proposed nominee for election as a director of the Company; or (c) who is an associate or affiliate of a person included in subparagraphs (a) or (b).

PROPOSAL 1
ELECTION OF DIRECTORS

The Board of Directors proposes to fix the number of directors at seven and that the following seven nominees be elected as directors at the Meeting, each of whom will hold office until the expiration of their term or until his or her successor shall have been duly appointed or elected and qualified: George Putnam, William Harris, Barry Davies, Willem Duyvesteyn, Warren Davis, James Rothwell, and Andrew Greig.

Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for the election of such nominees. Although the Board of Directors anticipates that the seven nominees will be available to serve as directors of SCY, if any of them should be unwilling or unable to serve, it is intended that the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" FIXING THE TOTAL NUMBER OF DIRECTORS AT SEVEN AND “FOR” THE ELECTION OF EACH OF THE SEVEN NOMINEES.

As part of its ongoing review of corporate governance policies, on September 2, 2014, the Board adopted a policy providing that in an uncontested election of directors, any nominee who receives a greater number of votes “withheld” than votes “for” will tender his or her resignation to the Chairman of the Board promptly following the shareholders’ meeting. The Board will consider the offer of resignation and will make a decision whether or not to accept it. In considering whether or not to accept the resignation, the Board will consider all factors deemed relevant by the members of the Board. The Board will be expected to accept the resignation except in situations where the considerations would warrant the applicable director continuing to serve on the Board. The Board will make its final decision and announce it in a press release within 90 days following the shareholders’ meeting. A director who tenders his or her resignation pursuant to this policy will not participate in any meeting of the Board at which the resignation is considered.

The following table sets out the names of the nominees, their positions and offices in the Company, principal occupations, the period of time that they have been directors of the Company, and the number of shares of the Company which each beneficially owns or over which control or direction is exercised.

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George Putnam has extensive mining industry experience, having worked for over 20 years for BHP (now BHP-Billiton) and GE/Utah International. Mr. Putnam also served for three years as CFO of QGX Ltd., a TSX-listed mineral exploration and development company. The Board believes that Mr. Putnam’s expertise and experience in the mining industry is valuable to the Board.

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William Harris has more than 35 years of experience in financial and executive management with public companies. Mr. Harris is also a board member of EnCore Energy Corp., Silver Predator Corp., and the former President and CEO of Hoechst Fibers Worldwide, a company involved in the global acetate and polyester business of Hoechst AG. Mr. Harris’ expertise and experience make him a valuable member of the Board.

Barry Davies is a mining engineer with over 30 years of engineering, operations, commercial and corporate management experience in the minerals industry, the majority of service with GE/Utah International and BHP (now BHP/Billiton). Mr. Davies’ experience and his independence from management make him a valuable member of the Board.

Willem Duyvesteynhas 40 years’ experience in the mining, mineral and energy industries. Prior to joining TTS Duyvesteyn was Vice President and General Manager Minerals Technology for BHP for more than 10 years. Prior to BHP he served with AMAX as Director of Laterite Nickel projects. Mr. Duyvesteyn’s extensive experience and his independence from management make him a valuable member of the Board.

Warren Davishas held numerous senior roles in both minerals and engineering industries, with a focus on energy development, project marketing and business strategy. Mr. Davis currently provides consulting services for Parsons Brinckerhoff Power and ClearFuels Technology Inc. His previous positions include roles with Black & Veach (15 years), the Bechtel Group (three years), and The General Electric Company (10 years). Mr. Davis also worked for Utah International Inc. (seven years) in the minerals industry, specifically in acquisitions and strategy. He was founder and president of Golden Bear Energy Services, a start-up energy company, and has worked in numerous entrepreneurial energy development roles. Mr. Davis’ experience and his independence from management make him a valuable member of the Board.

James R. Rothwell has held numerous senior management roles and board positions in Canadian public mining companies, including Chairman of Shore Gold Inc. and Kensington Resources Ltd., Board Director for Motapa Diamonds Inc. and President, CEO and Director of Inca Pacific Resources and Dia Met Minerals Ltd. Prior to these Canadian company positions, he served for 27 years with Utah International and BHP in a number of business roles in the US, Canada, Brazil and Australia. With BHP, his operational experience included thermal coal, iron ore, coking coal, manganese, diamonds, and the leadership of the BHP Minerals marketing effort worldwide. He has served on minerals industry associations in Australia, the USA and Canada. Jim has a BA (Economics) and an MBA (Finance/Accounting) from Stanford University. Mr. Rothwell’s experience and his independence from management make him a valuable member of the Board.

Andrew Greig has 35 years of experience in the mining and natural resource industry with Bechtel Group Inc., a global engineering, construction and project management company. He brings direct experience in developing minerals, resource, power, refining, and chemical projects in 20 countries across six continents. A resident of Australia, Mr. Greig earned a graduate diploma in business from Monash University, Melbourne. Mr. Greig’s experience and his independence from management make him a valuable member of the Board.

Executive Officers

The following sets forth certain information regarding executive officers of the Company. Information pertaining to Mr. Putnam and Mr. Duyvesteyn, each of whom are a director and executive officer of the Company, may be found in the section entitled “Directors.”

Edward Dickinson,Chief Financial Officer, joined the Company in September 2011. Prior to joining the Company Mr. Dickinson was employed by Altair Nanotechnologies Inc. from August 1996 to August 2011 where he held several senior management positions including Chief Financial Officer, Director of Finance, Corporate Secretary and Senior Director – Program and Contract management. From 1994 to 1996, Mr. Dickinson was employed by the Southern California Edison Company as a negotiator of non-utility power generation contracts. Mr. Dickinson was Vice President and Director of Geolectric Power Company during 1993 and 1994, and from 1987 through 1992 was the Director of Finance and Administration for OESI Power Corporation. Prior to 1987, Mr. Dickinson served in various financial and program management positions at the U.S. Department of Energy. Mr. Dickinson, who is a certified public accountant, obtained a Master’s degree in Accounting from California State University, Northridge.

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John Thompson, Vice President of Project Development, joined the Company in May 2011. Mr. Thompson’s mining career spans 41 years in senior management roles with Utah Development Company, BHP (now BHP Billiton), Newcrest Mining and QGX Ltd., managing and developing mineral projects in Australia, New Zealand, Mongolia and the United States. He has held numerous other leadership roles in the mining industry, including four Mine/General Manager roles in coking coal, gold and titanium/iron sands operations and a General Manager position at Newcrest overseeing five operating gold businesses in Australia. Mr. Thompson has a Bachelor of Science degree in Mining and Petroleum Engineering from the University of Queensland, and is a Fellow of the Australian Institute of Mining and Metallurgy.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past ten years, none of the persons currently serving as executive officers and/or directors of the Company has been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions; (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (d) any finding by a court, the SEC or the CFTC to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud; (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity; or (f) any material proceedings in which such person is a party adverse to SCY or any of its subsidiaries or has a material interest adverse to SCY or any of its subsidiaries. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director, executive officer or affiliate of SCY, any owner of record or beneficially of more than five percent of the Company’s Common Stock, or any associate of such director, executive officer, affiliate of SCY, or security holder.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stockshares as of September 21, 2015July 18, 2017 by:

Except as noted below, SCYthe Company believes that the beneficial owners of the Common StockCompany’s shares listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares.

PROPOSAL:
APPROVAL OF SHARE ISSUANCE TO SIL

Summary of Transaction

At the Meeting, Shareholders will be asked to approve the issuance of Common Shares to SIL as described herein.

Pursuant to the Share Exchange Agreement, the Company has agreed to acquire SIL’s 20% interest in EMC-A in exchange will for the issuance to SIL of 57,371,565 Common Shares representing 25% of the issued and outstanding Common Shares as at the close of business on June 14, 2017.

Scandium will also issue to SIL Common Shares equal in value to the Canadian dollar equivalent of US$420,000, determined using the closing price of the Common Shares on the TSX as at the close of trading on the day following the Meeting (the “Share Exchange” or the “Transaction”). The issuance of the additional Common Shares represents an adjustment payment due to the fact that the Company’s 80% interest in EMC-A is subject to a 0.7% gross revenue royalty interest, whereas SIL’s 20% interest is not encumbered by that royalty.

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Pursuant to the Agreement, SIL will be entitled to nominate two directors to Board in accordance with the terms of a Nomination Rights Agreement to be entered into between SIL and the Company on closing of the Transaction. Under the Nomination Rights Agreement, SIL may nominate two persons to serve as directors on the Board for so long as SIL holds at least 15% of the issued and outstanding Common Shares, and one director for so long as SIL holds at least 5% but less than 15% of the issued and outstanding Common Shares.

The Share Exchange will increase the Company’s ownership of EMC-A from 80% to 100%. The Transaction will further align SIL’s interests with those of the Company and streamline the management and development of the Projects owned by EMC-A.

Parties to the Share Exchange Agreement

The parties to the Agreement are Scandium, SIL and EMC-A. A summary of each company is provided below.

Scandium is incorporated under the laws of the Province of British Columbia, Canada, and has its shares listed for trading on the Toronto Stock Exchange. Scandium focuses on specialty metals resources and project development, specifically scandium, with its primary holdings currently being 80% of the outstanding shares of EMC-A.

EMC-A is an Australian company that is owned 80% by Scandium and 20% by SIL. EMC-A holds a 100% interest in the Nyngan Scandium project and the Honeybugle Scandium property, both located in New South Wales, Australia (collectively, the “Projects”) and is seeking to develop the Nyngan Scandium project in the near term.

SIL is a limited liability company incorporated in Nevada, USA. The managing members of SIL are Peter B. Evensen and Jon C. Evensen. SIL has been a joint investment partner of the Company since 2014 when SIL and Scandium entered into a loan agreement for the purpose of extinguishing the Company’s outstanding debt and securing EMC-A’s 100% ownership of the Nyngan Project. The loan arrangement between the Company and SIL is described in greater detail underThe Transaction below. SIL deals at arm’s length to the Company. The current directors and officers of Scandium do not hold any interest in SIL.

The Transaction

The Share Exchange was contemplated and outlined in the loan and option agreements entered into between Scandium and SIL in June 2014 (collectively, the “Option Agreement”). Under the Option Agreement, the Company secured a US$2,500,000 loan facility from SIL (the “Loan”). The proceeds of the Loan were used to pay obligations related to a negotiated settlement arrangement that secured Scandium’s ownership of the Nyngan Project.

Under the terms of the Option Agreement, SIL had the option of converting the Loan to a 20% joint venture interest in EMC-A (the “JV Option”). The Option Agreement contained a further provision allowing the Company to deem the JV Option to have been exercised by SIL if as of December 10, 2015, the Company had not defaulted on its Loan payments, the Loan had not been repaid, SIL had not exercised its option to purchase the Property and the Company had received a minimum of US$3,000,000 from equity financing (the “JV Option Conditions”). On March 10, 2016, Scandium gave notice to SIL that the JV Option Conditions were satisfied and the Company was exercising its right to deem the JV Option exercised by SIL.

As per the terms of the JV Option, SIL retained the right to sell its 20% interest in EMC-A to Scandium in exchange for Common Shares once EMC-A filed a feasibility study and obtained a mining license for either or both of the Properties (the “Equity Option”). The conditions for the Equity Option were met on May 3, 2017, and SIL provided Scandium with notice that it would exercise its right under the Equity Option to exchange its interest in EMC-A for Common Shares of Scandium.

On June 14, 2017, Scandium, EMC-A and SIL signed a Memorandum of Understanding regarding SIL’s election to exchange its interest in EMC-A for Common Shares (the “MOU”).

The MOU was subsequently replaced by the Share Exchange Agreement dated June 30, 2017. The Share Exchange Agreement provides that on closing of the Transaction the following will occur:

• SIL will transfer its EMC-A shares, representing its 20% interest in EMC-A, to the Company;

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• SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  Section 16(a)the Company will issue 57,371,565 Common Shares to SIL, representing 25% of the Securities Exchange Actissued and outstanding Common Shares of 1934,the Company as amended, requires SCY's directors, executive officersat the close of business on June 14, 2017; and persons who own more than 10%

• the Company will issue additional Common Shares to SIL equal in value to US$420,000, the number of a registered classShares to be determined using the prevailing exchange rate and closing price of SCY’s securities to file with the SEC initial reportsCommon Shares of ownership and reports of changes in ownership of Common Stock and other equity securities of SCY. Directors, executive officers and greater than 10%Scandium as reported on the TSX on the first trading day following the date the shareholders are required by SEC regulation to furnish SCY with copies of all Section 16(a) reports they file.

  To SCY’s knowledge, based solely on a review of Forms 3 and 4, as amended, furnished to it during its most recent fiscal year, and Form 5, as amended, furnished to it with respect to such year, SCY believes that duringapprove the year ended December 31, 2014, its directors, executive officers and greater than 10% shareholders complied with all Section 16(a) filingAgreement. Under the requirements of the Securities Exchange Act of 1934.

  DIRECTORS AND EXECUTIVE OFFICERS

  The following table contains information regardingTSX, for the members and nomineespurposes of the Meeting the Company is required to state a maximum number of additional Common Shares that may be issued, which if exceeded would require a further shareholder meeting to approve. Accordingly the Company has for this purpose selected a maximum number of 2,500,000 Common Shares, which is the number of Common shares that shareholders are being asked to approve. The actual number of additional Common Shares issued to SIL will be determined as described above, but will not exceed 2,500,000 without further shareholder approval.

• The Company and SIL will enter into a Nomination Agreement, pursuant to which SIL will have the right to nominate two persons to serve as directors on the Board of Directors and the Executive Officers of SCYfor so long as SIL holds at least 15% of the Record Date:

  Name	Age	Position	Position Held Since
  George Putnam	61	Director, President, CEO	May 3, 2010
  William Harris	68	Director	June 5, 2007
  		Chairman	April 2, 2010
  Barry Davies	65	Director	January 20, 2010
  Willem Duyvesteyn	71	Director, CTO	December 16, 2009
  Warren Davis	71	Director	May 30, 2012
  James Rothwell	66	Director	July 16, 2014
  Andrew Greig	58	Director	August 21, 2015
  Edward Dickinson	69	CFO	August 15,2011
  John Thompson	68	Vice President Project	March 8, 2011
  		Development

  Allissued and outstanding Common Shares, and one director for so long as SIL holds at least 5% but less than 15% of the officers identified above serveissued and outstanding Common Shares.

Closing of the Transaction is subject to the Company obtaining disinterested shareholder approval, being the majority of votes cast in respect of shares entitled to vote at the discretionmeeting being voted in favor of the BoardTransaction, excluding votes attached to shares held by SIL and its directors and officers, as well as their associates and affiliates, to the extent any of Directors and have consented to act as officersthem hold shares of the Company.

RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERSThe Option Agreement was included as an exhibit to the Form 10-Q filed with the SEC on August 12, 2014. The Share Exchange Agreement was included an exhibit to the Form 8-K filed with the SEC on July 25, 2017. These filings are available to the public and may be viewed on the SEC website.

There are no familyChanges to Corporate Structure

The corporate relationships among anybetween the Company, its subsidiaries and its interest in EMC-A before and after closing of the existing directors or executive officers of SCY.Transaction are as follows:

COMPENSATION COMMITTEE

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About the Nyngan Scandium Project and the Honeybugle Scandium Property

The Company’s compensation policiesNyngan Scandium Project is located approximately 500 kilometers northwest of Sydney, Australia. Mineral exploration at the site has defined a measured and programs are designedindicated resource significantly larger (7X) than the currently planned 20 year mine life outlined in the feasibility study. In May 2016, the Company issued a National Instrument (NI 43-101) Technical Report entitled “Feasibility Study - Nyngan Scandium Project” (the “Feasibility Study”). The Feasibility Study was independently prepared, with Lycopodium Limited leading the feasibility study team from their Brisbane, Australia office. The Feasibility Study confirms the commercial viability of both the resource and the process for recovering scandium, as configured, for the Nyngan Project.

The Honeybugle Scandium Project is located approximately 24 kilometers west-southwest from the Nyngan Project. EMC-A holds a 100% interest in an exploration license (EL 7977) covering a 34.7 square kilometers of the Honeybugle geologic complex. The Honeybugle Project property includes four (4) distinct magnetic anomalies: Seaford, Woodlong, Yarran Park and Mallee Valley. A first stage drill program focused on the Seaford area and was completed in April 2014. Although the Honeybugle Project is in the early stages of development, preliminary drilling results in Seaford were similar to the Nyngan Project property, and metallurgy is expected to be competitive with similar mining companies and to recognize and reward executive performance consistent withas well.

Further information on the successProjects, including a number of risk factors associated therewith, are set forth in the Company’s 2017 Form 10-K.

Transaction Benefits

Management of the Company’s business. These policies and programs are intended to attract and retain capable and experienced people. The Compensation Committee’s role and philosophy is to ensureCompany believe that the Company’s compensation goals and objectives, as appliedTransaction provides a significant benefit to the actual compensation paidCompany as the streamlined ownership structure of EMC-A will allow for a wider range of structures for project financing as well as greater efficiency in the management of the Projects. In particular management anticipates the consolidation of ownership will better optimize the cost of capital for the development of the Nyngan Project, which in development and production phases would benefit the Company and its Shareholders.

The Transaction would also add management and finance expertise to the Company’sBoard through the addition of SIL’s proposed nominees, being Peter B. Evensen and Christian B. Evensen. The following provides a summary of the background of each of the proposed nomiees.

Peter B. Evensenretired as President and Chief Executive Officer of Teekay Corporation in January 2017 after joining Teekay in 2003 as Senior Vice President, Treasurer and Chief Financial Officer. He was appointed Executive Vice President in 2004 and was appointed Executive Vice President and Chief Strategy Officer in 2006. In April 2011, he became a Teekay director and assumed the position of President and Chief Executive Officer. Until his retirement, Mr. Evensen also served as Chief Executive Officer and Chief Financial Officer and a director of Teekay GP L.L.C. following its IPO in 2005 and as Chief Executive Officer and Chief Financial Officer and a director of Teekay Offshore GP L.L.C following its IPO in 2006 as well as a director of Teekay Tankers Ltd. from October 2007 until June 2013 and again from June 2015 to January 2017. Mr. Evensen has over 30 years of experience in banking and shipping finance. Prior to joining Teekay, Mr. Evensen was Managing Director and Head of Global Shipping at J.P. Morgan Securities Inc. and worked in other executive officers, are aligned withsenior positions for its predecessor firms for over 20 years. His international industry experience includes positions in Vancouver, New York, London and Oslo.

Christian B. Evensen is the Company’s overall business objectivesfounding partner of Flintridge Capital Investments. He has spent his career structuring and with shareholder interests.

In additionmanaging corporate, derivative and real estate investments and their underlying financing of these investments. Prior to industry comparables, the Compensation Committee considersformation of Flintridge in 2006, Mr. Evensen was a varietyfounder (in 1990) and Managing Partner of factors when determiningCanyon Capital Advisors LLC (which managed over $10 billion of hedge funds, separate accounts and collateralized debt obligations) and Canyon Capital Reality Advisors LLC (which managed over $1 billion of real estate funds and separate investments), both compensation policiesSEC registered investment advisors. He was also President of Canyon Partners Incorporated, a NASD broker-dealer. During the 1980s, Mr. Evensen was a Senior Vice President and programs and individual compensation levels. These factors include the long-range interestsDirector of the CompanySenior Debt and its shareholders, overall financial and operating performanceInternational Markets Groups in the High Yield Bond Department of Drexel Burnham Lambert. Prior to working for Drexel, Mr. Evensen was a Vice President of the CompanyCurrency and Interest Rate Derivatives Group at Merrill Lynch. Mr. Evensen began his career at The Bank of New York and First Interstate Bank where he focused on financings in Asia and derivative transactions. Mr. Evensen is trustee of Johns Hopkins Medicine, a board member of Johns Hopkins Medicine International and chairman of the Johns Hopkins Prostate Cancer Advisory Board. Mr. Evensen is a board member of the Prostate Cancer Foundation and chairs the Discovery and Translation Committee and the Compensation Committee’s assessmentDevelopment Committee of each executive’s individual performance and contribution toward meeting corporate objectives.

The current members of the Compensation Committee are James Rothwell, Warren Davis, Barry Davies and William Harris, each of whom are independent directors. The function of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to the compensation practices of the executive officers of the Company. The Compensation Committee has been empowered to review the compensation levels of the executive officers of the Company and to report thereon to the Board; to review the strategic objectives of the stock option and other stock-based compensation plans of the Company and to set stock based compensation; and to consider any other matters which, in the Compensation Committee’s judgment, should be taken into account in reaching the recommendation to the Board concerning the compensation levels of the Company’s executive officers.

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Report on Executive Compensation

This report on executive compensation has been authorized by the Compensation Committee. The Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company although the Compensation Committee guides it in this role. The Board determines the type and amount of compensation for the President and CEO. The Board also reviews the compensation of the Company’s senior executives. The Compensation Committee has not considered the implications of the risks associated with the Company’s compensation policies and practices.

The Compensation Committee makes the final determination on compensation for directors and senior executives of the Company. The Compensation Committee will take recommendations from the CEO as to what appropriate levels of compensation should be for senior executives. The Compensation Committee does not delegate the authority to determine compensation for directors and senior officers to other persons.

Philosophy and Objectives

The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including:

In compensating its senior management, the Company has employed a combination of base salary and equity participation through its stock option plan. The Company’s NEOs, as that term is defined in Form 51-102F6, and directors are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Elements of the Compensation Program

The significant elements of compensation awarded to the Named Executive Officers (as defined below) are a cash salary and stock options. The Company does not presently have a long-term incentive plan for its Named Executive Officers. There is no policy or target regarding allocation between cash and non-cash elements of the Company’s compensation program. The Compensation Committee reviews annually the total compensation package of each of the Company’s executives on an individual basis, against the backdrop of the compensation goals and objectives described above, and makes recommendations to the Board concerning the individual components of their compensation.

Cash Salary

As a general rule, the Company seeks to offer its Named Executive Officers a compensation package that is in line with that offered by other companies in our industry, and as an immediate means of rewarding the Named Executive Officers for efforts expended on behalf of the Company.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation is accomplished through the Company’s stock option plan. Stock options are granted to senior executives taking into account a number of factors, including the amount and term of options previously granted, base salary and bonuses and competitive factors. Options are generally granted to senior executives which vest on terms established by the Board.

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Perquisites and Other Personal Benefits

The Company’s Named Executive Officers are not generally entitled to significant perquisites or other personal benefits not offered to the Company’s other employees.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth all information concerning the total compensation of the Company’s president, chief executive officer, chief financial officer, and the three other most highly compensated officers during the last fiscal year (the “Named Executive Officers”) during the last three completed fiscal years for services rendered to the Company in all capacities.

DIRECTOR COMPENSATION

No cash compensation was paid to any director of the Company for the director’s services as a director during the financial year ended December 31, 2014, other than the reimbursement of out-of-pocket expenses.Financial Information

The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the TSX. During the most recently completed financial year, no incentive stock options were granted to directors, including directors who are Named Executive Officers.

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AGGREGATED STOCK OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

No stock options were exercised by the directors during the Company’s fiscal year ended December 31, 2014.

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED FISCAL YEAR

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information as of the end of the fiscal year ended December 31, 2014 with respect to compensation plans under which equity securities of the Company are authorized for issuance.

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TERMINATION AND CHANGE OF CONTROL BENEFITS

The following contracts, agreements, plans, and arrangements provide for payments to the applicable Named Executive Officers following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the company or a change in such Named Executive Officers’ responsibilities:

George Putnam - the Company entered into a letter agreement effective May 1, 2010 with George Putnam, pursuant to which Mr. Putnam agreed to act as President and CEO of the Company. Mr. Putnam receives a base salary of $200,000 per year. The Compensation Committee has discretion to award an annual bonus, and will review Mr. Putnam’s base salary on an annual basis. Mr. Putnam received an initial grant of 2,000,000 stock options, 25% of which vested immediately, and the remainder of which vested in three equal installments every six months thereafter. Mr. Putnam is entitled to termination payments in the amount of six months base salary if he is terminated without cause in his first year of employment, and six months base salary plus one month salary for each year of full service to a maximum of twenty-four months, if terminated after the first year of employment. If Mr. Putnam is terminated pursuant to a change in control, he is entitled to a termination payment equivalent to three times his base salary.

Other than the agreements described above, the Company andcurrently reports its subsidiaries are not parties to any contracts, and have not entered in to any plans or arrangements which require compensation to be paid to any of the Named Executive Officers in the event of:

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

During the fiscal year ended December 31, 2014, the Board of Directors held five directors’ meetings. All other matters which required Board approval were consented to in writing by all of the Company’s directors.

The Board of Directors has established an Audit Committee and a Compensation Committee. The Board of Directors has no standing nominating committee. Each of the Audit and Compensation Committees is responsible to the full Board of Directors. The functions performed by these committees are summarized below:

Audit Committee. The Board has an Audit Committee composed of four directors, William Harris (Chair), Barry Davies, Warren Davis, and James Rothwell. All members of the Audit Committee are “independent” and “financially literate” in accordance with Multilateral Instrument 52-110Audit Committees (“NI 52-110”). The Audit Committee reviews all financial statements on a consolidated basis with those of EMC-A. The Company currently conducts no operations other than those related to ownership and operation of EMC-A. As a result, the Company prior to their publication, reviews audits or communications, recommends the appointment of independent auditors, reviews and approves the professional services to be rendered by independent auditors and reviews fees for audit services. The Audit Committee meets both separately with auditors (without management present) as well as with management present. The meetings with the auditors discuss the various aspects of the Company’s financial presentation in the areas of audit risk and Canadian generally accepted accounting principles. Specifically, the audit committee has:

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A copy of the text of the Company’s audit committee charter can be found on the Company’s website at www.scandiummining.com.

Based on the foregoing review and discussions, the audit committee recommend to the Board that the audited financial statements should be included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC.

Submitted by the Audit Committee.
William Harris, Chair
Barry Davies, Member
Warren Davis, Member
James Rothwell, Member

Compensation Committee. The Compensation Committee reviews and approves the compensation of SCY’s officers, reviews and administers SCY’s stock option plan and makes recommendations to the Board of Directors regarding such matters. The members of the Compensation Committee are William Harris, Warren Davis, Barry Davies, and James Rothwell. Each of the Compensation Committee members is an independent director. The Board of Directors has adopted a written charter for the Compensation Committee, a copy of which can be found on the Company’s website at www.scandiumminingcom.

Nominating Committee. No Nominating Committee has been appointed. Nominations of directors are made by the Board of Directors. The Board is of the view that providing separate financial statements for EMC-A would offer no new meaningful information to the present management structure does not warrant the appointment of a Nominating Committee.

In its deliberations for selecting candidates for nominees as director, the Board considers the candidate’s knowledge of the mineral exploration industry and involvement in community, business and civic affairs. Any nominee for director made by the Board must be highly qualified with regard to some or all these attributes. In searching for qualified director candidates to fill vacancies on the Board, the Board solicits its current Board of Directors for names of potentially qualified candidates. The Board would then consider the potential pool of director candidates, select the candidate the Board believes best meets the then-current needs of the Board, and conduct a thorough investigation of the proposed candidate’s background to ensure there is no past history, potential conflict of interest or regulatory issue that would cause the candidate not to be qualified to serve as a director of SCY. Additionally, the Board annually reviews the Board’s size, structure, composition and functioning, to ensure an appropriate blend and balance of diverse skills and experience.

MANAGEMENT CONTRACTS

The Company is not a party to a management contract with anyone other than directors or Named Executive Officersshareholders of the Company.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

NoneTax Consequences of the current or former directors, executive officers, employees, and proposed nominees for election as directors or their associates is or has since the beginning of the last completed financial year, been indebted to the Company or any of its subsidiaries or indebted to another entity where such indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar instrument or understanding provided by the Company or any of its subsidiaries.Share Exchange

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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed herein, since the commencement of the Company’s most recently completed financial year, no informed person of the Company, nominee for director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

An “informed person” means: (a) a director or executive officer of the Company; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; (c) any person or company who beneficially owns, directly or indirectly, voting securities of the company or who exercises control or director over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares.

REPORT OF CORPORATE GOVERNANCE

The British Columbia Securities Commission has issued guidelines on corporate governance disclosure for non-venture issuers as set out in National Instrument 58-101 (the “Policy”). The Policy addresses matters relating to constitution and independence of directors, the functions to be performed by the directors of a company and their committees and effectiveness and evaluation of proposed corporate governance guidelines and best practices specified by the Canadian securities regulators. The Company’s approach to corporate governance in the context of the specific issues outlined in Form 58-101F1 is set out below.

Board of Directors

The Board currently consists of seven directors, and it is proposed that all seven be nominated at the Meeting. Of the seven proposed directors, a majority of individuals qualify as independent directors. A director is independent if he or she has no direct or indirect “material relationship” with the Company. A “material relationship” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. The following table outlines the Company’s independent and non-independent directors, and the basis for a determination that a director is non-independent:

William Harris, an independent director, is the Chairman of the Board. Mr. Harris’ primary roles as Chairman are to chair all meetings of the Board and to manage the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chairman’s responsibilities include, among other things, ensuring effective relations and communications among Board members.

The Board holds meetings as considered appropriate to deal with the matters arising from developments in the business and affairs of the Company from time to time. During the fiscal year ended December 31, 2014, the Board held five meetings. In addition to the business conducted at such meetings, various other matters were approved by written resolution signed by all members of the Board.

The attendance record for each director of the Company during the fiscal year ended December 31, 2014 was as follows:

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The attendance record for each member of the Audit Committee during the fiscal year ended December 31, 2014 was as follows:

The attendance record for each member of the Compensation Committee during the fiscal year ended December 31, 2014 was as follows:

The Board’s policy is to hold independent directors’ meetings as deemed necessary. At these independent directors’ meetings, non-independent and members of management are not in attendance. During the fiscal year ended December 31, 2014, the independent directors held no meetings.

The Board does not have a policy regarding a Board members’ attendance at annual meetings of shareholders. One director attended the Company’s 2014 annual meeting of shareholders.

Certain directors of the Company are also presently directors of other issuers that are reporting issuers in Canada or elsewhere. Information as to such other directorships is set out below:

Board Mandate

The Board has not adopted a written mandate but understands that its role is to (i) assume responsibility for the overall stewardship and development of the Company and monitoring of its business decisions, (ii) identify the principal risks and opportunities of the Company’s business and ensuring the implementation of appropriate systems to manage these risks, (iii) ethically manage the Company and perform succession planning, including appointing, training and monitoring of senior management and directors, (iv) implement a communication policy for the Company, and (v) ensure the integrity of the Company’s internal financial controls and management information systems.

Board Leadership Structure

The Board does not have an express policy regarding the separation of the roles of the Chairman of the Board and Chief Executive Officer, as the Board believes that it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board. The Board has reviewed the Company’s current Board leadership structure. George Putnam has been the Company’s Chief Executive Officer since May 2010, while William Harris has been the Company’s Chairman of the Board since April 2010. In light of the composition of the Board, the Company’s size, the nature of the Company’s business, the regulatory framework under which the Company operates, the Company’s shareholder base, the Company’s peer group and other relevant factors, the Board believes that the current leadership structure is appropriate. Mr. Putnam and Mr. Harris bring complimentary attributes to the Company’s business operations and strategic plans and generally are focused on somewhat different aspects of the Company’s operations.

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The Company does not have a lead independent director. Given the size of the Board, the Board believes that the presence of five independent directors out of the seven directors currently on the Board, is sufficient independent oversight of the Chairman of the Board and Chief Executive Officer. The independent directors work well together in the current Board structure and the Board does not believe that selecting a lead independent director would add significant benefits to the Board oversight role.

Also, the Board does not have a formal policy with respect to the consideration of diversity when assessing directors and director candidates, but considers diversity as part of its overall assessment of the Board’s functions and needs.

Board’s Role in Risk Oversight

The understanding, identification and management of risk are essential elements for the successful management of the Company. Management is charged with the day-to-day management of the risks the Company faces. However, the Board, directly and indirectly through its committees, is actively involved in the oversight of the Company’s risk management policies. The Board is charged with overseeing enterprise risk management, generally, and with reviewing and discussing with management the Company’s major risk exposure (whether financial, operating or otherwise) and the steps management has taken to monitor, control and manage these exposures. Additionally, the Compensation Committee oversees the Company’s compensation policies generally, in part to determine whether or not they create risks that are reasonably likely to have a material adverse effect on the Company.

Position Descriptions

To date, the Board has not adopted written position descriptions for the Chairman, the chair of each Committee of the Board, or of the CEO. Currently, William Harris serves as the independent Chairman of the Board. The prime responsibility of the Chairman of the Board is to provide leadership to the Board and to enhance Board effectiveness.

Orientation and Continuing Education

When new directors are appointed, they receive orientation on the Company’s business, current projects and industry and on the responsibilities of directors. With respect to continuing education, Board meetings may include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has adopted a written code of conduct applicable to officers and directors of the Company, entitled “Code of Ethics, Trading Restrictions and Whistleblowing”. A copy of this code of conduct is available on SEDAR at www.sedar.com.

Other than adoption of the code of conduct, the Board does not take any formal measures to encourage and promote a culture of ethical business conduct. The Board is of the view that thatthere will be no material adverse tax consequences to the fiduciary duties placed on individual directors byCompany resulting from the Company’s governing corporate legislationShare Exchange.

Conditions and the common law, together with the corporate statutory restrictions on an individual director’s participation in decisionsRisk

Shareholders should carefully consider all of the Boardinformation disclosed in whichthis Proxy Statement, including the director has an interest,risks and uncertainties described below, prior to voting on the matters being put before them at the Meeting. While the risks and uncertainties described below are sufficient to ensurethose that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board annually evaluates the size of the Board and persons as nominees for the position of director of the Company. The Board’s process for nomination of candidates has been an informal processCompany believes to date but one in which the entire Board is involved. The Board itself reviews candidates for the Board and its executive officers and reviews succession planning on a regular basis.

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Compensation

The Board has established a Compensation Committee, comprised of four independent directors, William Harris, Barry Davies, Warren Davis, and James Rothwell. The function of the Compensation Committee is to review, on an annual basis, the compensation paidbe material to the Company’s executive officers and to the directors, and to make recommendations on compensation to the Board. In addition, the Committee reviews the compensation plans for the Company’s non-executive staff. The process adoptedCompany with respect to the review of compensation forTransaction, it is possible that other risks and uncertainties affecting the Company’s directorsbusiness will arise or become material in the future. In addition, shareholders should review the risk factors disclosed in the Company’s latest Form 10-K filed with the Securities and senior officersExchange Commission on March 16, 2017, which are incorporated by reference into this Proxy Statement.

Our ability to consummate the Share Exchange Transaction is set out undersubject to a number of conditions precedents, certain of which are outside the heading “Compensation Discussion and Analysis” above.

Other Board Committees

The Board has no committees other than the Compensation Committee and the Audit Committee.

Assessments

The Board annually, and at such other times as it deems appropriate, reviews the performance and effectivenesscontrol of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board conducts informal surveysCompany, including receipt of its directors and receives reports from each committee respecting its own effectiveness.

Shareholder Communications

The Company values the views of its shareholders (current and future shareholders, employees and others). Any shareholder who wishes to communicate with the Board may do so in writing, by telephone or fax or by email to the Company as follows:

Suite 501 – 1430 Greg Street, Sparks, Nevada, 89431
Tel: (775) 355-9500
Fax: (775) 355-9506
Email: edward.dickinson@scandiummining.com

AUDIT COMMITTEE

Pursuant to National Instrument 52-110Audit Committees of the Canadian Securities Administrators, the Company is required to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The primary function of the audit committee (the “Committee”) is to assist the board of directors in fulfilling its financial oversight responsibilities by reviewing (a) the financial reports and other financial information provided by the Company to regulatory authorities and shareholders; (b) the systems for internal corporate controls which have been established by the Board and management; and (c) overseeing the Company’s financial reporting processes generally. In meeting these responsibilities the Committee monitors the financial reporting process and internal control system; reviews and appraises the work of external auditors and provides an avenue of communication between the external auditors, senior management and the company’s Board. The Committee is also mandated to review and approve all material related party transactions.

The Audit Committee’s Charter

approval. The Company has adopted an Audit Committee Charter,made a copy of which can be found onsubmission to the Company’s website at www.scandiummining.com.

CompositionTSX regarding the Share Exchange, and the provisions of the Audit Committee

The CommitteeProxy Statement relating to the resolution sought were reviewed and accepted by the TSX. However there is comprised of William Harris, Barry Davies, Warren Davis, and James Rothwell. Allno guarantee that the Transaction will receive final approval from the TSX. In addition, completion of the Audit Committee members are considered to be financially literate in that each Committee member hasTransaction is contingent on our Shareholders approving the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable toAgreement.

If for any reason the breadth and complexityShare Exchange Transaction is not completed, the market price of the issues that can presumablyShares may be expected to be raised by the Company’s financial statements.adversely affected.

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Relevant Education and Experience

William Harris has an understanding of the accounting principles used by the Company to prepare its financial statements.

Barry Davies has an understanding of the accounting principles used by the Company to prepare its financial statements.

Warren Davis has an understanding of the accounting principles used by the Company to prepare its financial statements.

James Rothwell has an understanding of the accounting principles used by the Company to prepare its financial statements.

Audit Committee Financial Expert

William Harris is the Chair and the “financial expert” of the Audit Committee. Mr. Harris is an independent director.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Company’s Board has not failed to adopt a recommendation of the Audit Committee to nominate or compensate an external auditor.

Reliance on Certain Exemptions

The Company has not relied on the exemptions contained in sections 2.4, 3.2, 3.3(2), 3.4, 3.5, 3.6, 3.8 or Part 8 of NI 52-110.

Pre-Approval Policies and Procedures

The audit committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable the Audit Committee, on a case-by-case basis.

External Auditor Service Fees

The fees for services provided by Davidson & Company LLP to us in each of the fiscal years ended December 31, 2013 and 2014 were as follows:

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PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Davidson & Company LLP (“Davidson”), Chartered Accountants, was appointed as SCY’s independent auditors in January 2008. Davidson served as SCY’s independent auditors for the fiscal year ended December 31, 2014, and has been appointed by the Board to continue as SCY’s independent auditor for the fiscal year ending December 31, 2015, and until the next annual general meeting of shareholders.

Representatives of Davidson are expected to be present at the Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

Although the appointment of Davidson is not required to be submitted to a vote of shareholders, the Board believes it appropriate as a matter of policy to request that shareholders ratify the appointment of the independent auditors for the fiscal year ending December 31, 2015. In the event a majority of the votes cast at the Meeting are not voted in favor of ratification, the adverse vote will be considered as a direction to the Board to select other auditors for the fiscal year ending December 31, 2015.

Section 10A)i) of the Exchange Act prohibits the Company’s independent auditor from performing audit services for the Company as well as any services not considered to be “audit services” unless such services are pre-approved by the Audit Committee of the Board, or unless the services meet certainde minimis standards.

Under the Company’s Audit Committee Charter, all non-audit services to be performed by the Company’s independent auditor must be approved in advance by the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DAVIDSON & COMPANY LLP, CHARTERED ACCOUNTANTS AS SCY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote is required.

PROPOSAL 3
APPROVAL OF 2015 STOCK OPTION PLAN

The Company has adopted a 2015 stock option plan (the “Plan”), which is attached as Schedule “A” to this Information Circular. The Company is seeking shareholder approval for the adoption of the Plan. The following is a summary of the material terms of the Plan:

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in which case the Early Termination Date shall be the date the Option Holder ceases to be an Employee or Consultant of the Company.

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Provided that with respect to Options amended pursuant to items (a), (c) and solely with respect to an increase in the Exercise Price in (d) above, the holders of such Options shall provide written consent to the Company prior to the amendment.

Upon approval by the shareholders of the Company at the Meeting, the Plan will replace the Company’s 2008 stock option plan. If the Plan is not approved by shareholders at the Meeting, then existing stock options granted and outstanding under our previous 2008 Stock Option Plan will be unaffected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE COMPANY’S 2015 STOCK OPTION PLAN.

Shareholder Approval

The TSX requires a company to obtain shareholder approval for a transaction if it will result in an issuance of shares greater than 25% of the company’s current issued and outstanding shares, or if the transaction is expected to materially affect control of a company. Pursuant to the TSX policies, the Company is seeking Shareholder approval for the proposed Transaction which will result in an issuance of Shares greater than 25% of the Company’s current issued and outstanding Shares. In addition, the Company expects the Transaction to materially affect control of the Company.

The resolution to approve the Share Exchange must be passed by not less than a majority of the votes cast by Shareholders present in person or by proxy at the Meeting, excluding any Common Shares held by SIL its director and officers, as well as their associates and affiliates (the “SIL Shareholders”). As at the Record Date, based on information available to the Company, the SIL Shareholders held 7,210,336 Common Shares representing approximately 3.14% of the issued and outstanding Common Shares.

Accordingly, the Company’s Shareholders, will be asked at the Meeting to approveconsider and, if thought advisable, to pass, with or without variationamendment, the following ordinary resolution:

“BE IT RESOLVED THATthe Company’s 2015 stock option plan (the “Plan”)Company is hereby approvedauthorized to issue to Scandium Investments LLC a total of 57,371,565 common shares of the Company, as well as an additional number of common shares of the Company equal in value to US$420,000 to be determined using the prevailing exchange rate and subject toclosing price of the requirementscommon shares of the Company as reported on the Toronto Stock Exchange.”

PROPOSAL 4
EXTENSION OF EXPIRY DATE OF STOCK OPTIONS

The Company is seeking shareholderExchange, on the first trading day following the date the Company’s shareholders approve the Transaction, provided that the maximum aggregate number of common shares so issued may not to exceed 59,871,565 without further approval to a 5 year extension of the expiry date of stock options held by directorsCompany’s shareholders, all pursuant to the share exchange agreement dated June 30, 2017 between Scandium International Mining Corp., EMC Australia PTY Ltd. and officers which are currently due to expire on November 5, 2015,Scandium Investments LLC, as more particularly described below. The exercise price will not change.

The purpose of extendingin the expiry date is to maintain and extend the current directors’ and officers’ incentives and to align their interests with Company interests.

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Disinterested Shareholder Approval

Shareholders, excluding the votesproxy statement in respect of Common Stock held by George Putnam, Willem Duyvesteyn, Barry Davies and William Harris and their respective associates and affiliates, will be asked atthis shareholders’ meeting.

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The Board recommends a vote FOR the Meetingresolution to approve with or without variation the following resolution:

“BE IT RESOLVED THATforegoing resolution. Unless such authority is withheld, the 5 year extensionpersons named in the enclosed Proxy intend to vote FOR the approval of the expiry date to November 5, 2020 of 4,300,000 stock options held byforegoing resolution.

The directors and officers which are currently dueof the Company intend to expire on November 5, 2015 is hereby approved.vote their Shares in favor of the Transaction. The Shares held by such directors and officers represent approximately 28.50% of Scandium’s issued and outstanding Common Shares as of the date of this Proxy Statement.

OTHER MATTERS

SCYScandium knows of no other matters that are likely to be brought before the Meeting. If, however, other matters not presently known or determined properly come before the Meeting, the persons named as proxies in the enclosed proxy cardProxy or VIF or their substitutes will vote such proxy in accordance with their discretion with respect to such matters.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Proxy Statement constitute forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively, “Forward-Looking Statements”). The use of any of the words “anticipate”, “continue”, “expect”, “may”, “will”, “proposed”, “should”, “believe”, “is subject” and similar expressions are intended to identify Forward-Looking Statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such Forward-Looking Statements. The Company believes the expectations reflected in those Forward-Looking Statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Such Forward-Looking Statements included in this Proxy Statement should not be unduly relied upon. These Forward-Looking Statements speak only as of the date of this Proxy Statement.

In particular, this Proxy Statement includes Forward-Looking Statements pertaining to the following:

With respect to Forward-Looking Statements contained in this Proxy Statement, assumptions have been made regarding:

Actual results could differ materially from those anticipated in these Forward-Looking Statements as a result of the risk factors set forth below and elsewhere in this Proxy Statement, including, without limitation, risk and uncertainties regarding:

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Readers are cautioned that the foregoing lists of factors are not exhaustive. The material factors and assumptions used in developing the Forward-Looking Statements are based on, among other things, the Company’s planned capital expenditure program, estimated recovery success rates and other prospects. Due to the nature of the mining industry, budgets are regularly reviewed in light of the success of the expenditures and other opportunities, which may become available to the Company. Accordingly, while the Company anticipates that it will have the ability to spend the funds available to it as stated in this Proxy Statement, there may be circumstances where, for sound business reasons, a reallocation of funds may be prudent or necessary.

The Forward-Looking Statements contained in this Proxy Statementare expressly qualified by this cautionary statement. Except as required under applicable securities laws, the Company does not undertake or assume any obligation to publicly update or revise any Forward-Looking Statements. Shareholders should read this entire Proxy Statement and consult their own professional advisors to assess the legal issues, risk factors and other aspects of the Share Exchange prior to voting their Shares.

PROPOSALS OF SHAREHOLDERS

Meeting Materials sent to Beneficial Owners who have not waived the right to receive Meeting Materials are accompanied by a Voting Instruction Form (“VIF”). This form is instead of a proxy. By returning the VIF in accordance with the instructions noted on it, a Non-Registered Holder is able to instruct the Registered Shareholder how to vote on behalf of the Non-Registered Shareholder. VIF’s, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the shares which they beneficially own.Non-Registered Holders receiving a VIF cannot use that form to vote common shares directly at the Meeting - Non-Registered Holders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered.Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his/her behalf, the Non-Registered holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder or his/her nominee the right to attend and vote at the Meeting.

Proposals which shareholders wish to be considered for inclusion in the Proxy Statement and proxy card for the 2016 Meeting2018 annual meeting of Shareholders,shareholders, including director nominees, must be received by the Secretary of SCYthe Company by December 1, 2015,2017, and must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and Division 7 of Part 5 of theBusiness Corporations Act (British(British Columbia). After this date, any shareholder proposal will be considered untimely. If the Company changes the date of next year’s annual meeting by more than thirty days from the date of this year’s meting,meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials.

ANNUAL REPORT ON FORM 10-K

A COPY OF SCY’S COMBINED ANNUAL REPORT TO SHAREHOLDERS AND ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2014 ACCOMPANIES THIS PROXY STATEMENT AND IS IN THE FORM ANNEXED TO THE PROXY STATEMENT AS SCHEDULE “A”. AN ADDITIONAL COPY WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL SHAREHOLDERS OR SHAREHOLDERS OF RECORD UPON REQUEST TO INVESTOR RELATIONS, SCANDIUM INTERNATIONAL MINING CORP. AT 1430 GREG STREET, SUITE 501, SPARKS, NEVADA, 89431.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on the SEDAR website at www.sedar.com.www.sedar.com and on EDGAR at www.sec.gov. Financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year, which will be available online at www.sedar.com. Shareholders may request additional copies by (i) mail to Suite 501 - 1430 Greg Street, Sparks, Nevada, USA, 89431; (ii) telephone to: (775) 355-9500 or (iii) email to: info@scandiummining.com.

Dated at Vancouver, British Columbia, this 21^st<> day of September, 2015.<>, 2017.

22BY ORDER OF THE BOARD OF DIRECTORS

                       /s/George Putnam
George Putnam, President & CEO

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