Cautionary Notes

Forward-looking Statements

This presentation contains certain statements that may be deemed "forward-looking statements". Information set forth may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the Merger and related transactions are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements. The information provided in this presentation is provided solely for general knowledge purposes. This presentation is not intended to be a comprehensive review of all matters and developments concerning the Company and the Company assumes no responsibility for its completeness, accuracy and currency. Although information used in this presentation is believed to be accurate as at the date hereof, it may not be accurate when read. The Company does not undertake to update any of the information provided in this presentation. For current information please refer to the Company's filings on SEDAR ( or EDGAR (, or contact the Company.

Resource Estimates

This document uses the term “resources”, “measured resources” and “indicated resources”. United States investors are advised that, while such terms are recognized and required by Canadian securities laws, the United States Securities and Exchange Commission (the “SEC”) does not recognize them. United States investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. All resource estimates contained in this circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System.

Company Estimates

This presentation contains certain specifically identified economic estimates regarding project financial performance that are SCY estimates, prepared by the Company, and are not supported by independent engineering work or by an independent QP. They should be treated by investors as indicative estimates only. These projects (specifically CMR and HPA) are upgrade facilities only, and they do not source their mineral inputs from Company-owned resources. They are designed to either purchase feedstocks at market prices, from suppliers, or be granted access to mineral-containing solutions for compensation, from which they are allowed to extract minerals for upgrade and sale.

Qualified Person

Mr. John Thompson, Vice-president of Project Development for Scandium International, who has a BS degree in Mining and Petroleum Engineering from the University of Queensland, and is a Fellow of the Australian Institute of Mining and Metallurgy CIM, is a "qualified person" with in the definition of that term in NI 43-101, and has approved the technical information contained on this website that is covered by NI 43-101 law.

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