---

U.S.SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/AAmendment No. 3

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to
_______________

000-54416(Commission File Number)

SCANDIUM INTERNATIONAL MINING
CORP.(Name of registrant in its charter)

|British Columbia, Canada                    | 98-1009717         
|------------------------------------------- | -------------------
|(State or other jurisdiction                | (IRS Employer      
|of incorporation or organization)           | Identification No.)
|                                            |                    
|1430 Greg Street, Suite 501, Sparks, Nevada | 89431              
|(Address of principal executive offices)    | (Zip Code)         

Issuers telephone number: (775) 355-9500

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under section 12(g) of the Exchange Act:
Common shares without par value

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ] No [X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ] No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes [X] No [   ]

Indicate by check mark if disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filed [   ] Smaller reporting company [X]

---

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed
second fiscal quarter: $15,921,571 as at June 30, 2014.

Indicate the number of shares outstanding of each of the
registrants classes of common equity, as of the latest practicable date:
199,004,790 common shares as at April 27, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Amendment No. 3 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 2014, which was filed with the Securities and
Exchange Commission on February 27, 2015, as amended on March 2, 2015 and March
3, 2015, is being filed to include information for Part III, Items 10 through
14.

The Company did not file with the Securities and Exchange
Commission our Definitive Proxy Statement on Schedule 14A, on or before the deadline for incorporation of
such documents into the Companys Form 10-K for the year ended December 31,
2014.

2

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PART III

All references to $ are references to United States
dollars and all references to C$ are references to Canadiandollars. As
at April 27, 2015, one Canadian dollar was equal to approximately $0.83 in U.S.
Currency.

Item 10. Directors, Executive Officers and Corporate
Governance

DIRECTORS AND EXECUTIVE OFFICERS

The following table contains information regarding the members
of the Board of Directors and the executive officers of the Company:

Name
    Age
    Position
    Position Held SinceGeorge Putnam
    61
    President, Chief Executive Officer and
      Director
    May 3, 2010Willem P.C. Duyvesteyn
    70
    Chief Technology Officer and
      Director
    December 16, 2009William B. Harris
    68
    Chairman of the Board and
      Director
    June 15, 2007Barry Davies
    65
    Director
    January 20, 2010Warren K. Davis
    70
    Director
    May 30, 2012James R. Rothwell
    65
    Director
    July 17, 2014Edward Dickinson
    68
    Chief Financial Officer
    September 1, 2011John Thompson
    67
    Vice President of Project
      Development
    March 8, 2011


Members of the Board of Directors hold office until the
Companys next annual general meeting of shareholders or until his or her
successor have been duly appointed or elected and qualified. Officers of the
Company serve at the discretion of the Board of Directors.

George Putnam, President, CEO and Director.Mr. Putnam
has 20 years employment experience with BHP (now BHP-Billiton) and GE/Utah
International. While at BHP-Billiton, he held division CFO roles in the
petroleum refining business, and in BHP-Billiton Manganese, a mining, alloy
smelting and refining business located in Australia. His previous experience
also includes acquisition and divestiture work for both BHP-Billiton and other
clients, associated bank financings, and the negotiation and management of
strategic alliances involving long-term product sales contracts. From 2006 to
2008, Mr. Putnam served as CFO for QGX Ltd., a Toronto Stock Exchange listed
mineral exploration company. Mr. Putnam has an Economics degree from Gettysburg
College and a Masters in Business Administration from Duke University.

For the following reasons, the Board concluded that Mr. Putnam
should serve as a director of Scandium International Mining Corp. in light of
its business and structure. Mr. Putnams extensive experience in the mineral
exploration industry brings essential management skills to the Board.

Willem P.C. Duyvesteyn, Chief Technical Officer and
Director.Mr. Duyvesteyn has over 40 years experience in the mining, mineral
and energy industries. He is the founder and former CEO of TTS, a company
involved in the development and commercialization of various mineral and energy
related processes and projects. TTS was acquired by us in 2009. Prior to forming
TTS, Mr. Duyvesteyn was Vice President and General Manager Minerals Technology
for BHP (now BHP-Billiton) for more than 10 years. Prior to BHP, he was
associated with AMAX Inc., previously a NYSE listed corporation, as director of
Laterite Nickel projects where he led various multi-million dollar development
programs for nickel technology. While employed with Anglo American he was a
member of the team that developed the large scale copper solvent extraction
technology that is now universally employed by copper miners. Mr. Duyvesteyn is
a member of numerous technical organizations in the mining, processing and
chemical fields: AIME and CIM. His technical expertise covers a very large
spectrum of elements, metals and materials: from aluminum to zinc and from coal
to diamonds.

Mr. Duyvesteyn was a former Dean of the Delft (the Netherlands)
School of Mines. He has been granted over 40 US patents and is filing
applications for a further 35 patents. He is the author of numerous technical
papers and in 1999 was awarded the Goldfields Medal of the British Institution
for Mining and Metallurgy for best technical paper.

3

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For the following reasons, the Board concluded that Mr.
Duyvesteyn should serve as a director of Scandium International Mining Corp. in
light of its business and structure. Mr. Duyvesteyns extensive experience
allows him to bring technical expertise in regard to mine development and
operations, as well as metallurgical expertise, to the Board. In addition Mr.
Duyvesteyn owns a significant percentage of our common stock.

William Harris, Chairman of the Board.Mr. Harris is a
partner in Solo Management Group, LLC, an investment and management consulting
partnership. He was previously a board member for Energy Metals Corporation,
Chairman and Executive Committee member of the American Fiber Manufacturers
Association, and President and CEO of Hoechst Fibers Worldwide, the global
acetate and polyester business of Hoechst AG. At Hoechst Fibers Worldwide, Mr.
Harris managed the business' $5 billion operation, comprised of 21,000 employees
and production locations in 14 different countries. Other positions within
Hoechst and its subsidiaries included Chairman of the Board (Presidente del
Consejo) of Celanese Mexicana SA, a publicly-traded company in Mexico; Vice
President, Finance and Executive Vice President and director of Celanese Canada
Inc., a publicly-traded company in Canada, and Vice President and Treasurer and
Chairman of the Audit Committee of Hoechst Celanese Corporation. Mr. Harris is
currently a member of the board of directors of Till Capital Ltd., enCore Energy
Corp. and Silver Predator Corp. (mineral exploration and royalty companies) Mr.
Harris is a graduate of Harvard College, B.A. in English, and Columbia
University Graduate School of Business, M.B.A. in finance. He is a Trustee of
the Williamstown (MA) Theatre Festival.

For the following reasons, the Board concluded that Mr. Harris
should serve as a director of Scandium International Mining Corp. in light of
its business and structure. Mr. Harris management experience allows him to
bring management and finance skills to the Board.

Barry Davies, Director.Mr. Davies is the President of
Rudgear Holdings Ltd., an Asia based private investment company, and also serves
as a director of several public and private companies with exploration, mining
and investment activities in Canada, Latin America and Southeast Asia. He is a
mining engineering graduate from the Camborne School of Mines in Cornwall,
United Kingdom, with more than 35 years experience in mineral exploration, mine
development, operations and corporate management. During more than 20 years with
BHP Group, he held senior management positions with responsibility for
exploration and mine development projects in Australia, Southeast Asia and South
Africa leading to his appointment to the position of Vice President Strategic
Planning and Development for BHP Minerals in Australia.

For the following reasons, the Board concluded that Mr. Davies
should serve as a director of Scandium International Mining Corp. in light of
its business and structure. Mr. Davies extensive experience on the board of
several other mining companies enables him to provide important operating
insights to the Board.

Warren K. Davis, Director.Mr. Davis has 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. (both energy companies) His previous positions include roles
with Black & Veach, the Bechtel Group, and General Electric Company. Mr.
Davis also worked for Utah International Inc. 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 has a BS in
mechanical engineering from UC Berkeley and an MBA from Stanford University.

For the following reasons, the Board concluded that Mr. Davis
should serve as a director of Scandium International Mining Corp. in light of
its business and structure. Mr. Davis extensive experience on the board of
several other mining companies enables him to provide important operating
insights to the Board.

James R. Rothwell, Director.Mr. 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, Mr. Rothwell's
operational experience included thermal coal, iron ore, coking coal, manganese,
diamonds, and the leadership of the BHP Minerals marketing effort worldwide. His role as President, BHP
Diamonds saw him lead BHP into the diamond industry in 1997, via development of
the EKATI Diamond Mine in NWT, Canada, from mine construction (C$1Bn) through
commissioning to operation. Jim was instrumental in the formation of an
independent marketing channel for diamonds in Antwerp. 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.

4

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For the following reasons, the Board concluded that Mr.
Rothwell should serve as a director of Scandium International Mining Corp. in
light of its business and structure. Mr. Rothwells extensive experience on the
board of several other mining companies enables him to provide important
operating insights to the Board.

Edward Dickinson, Chief Financial Officer. Mr. Dickinson
was appointed Chief Financial Officer of the Company on September 1, 2011. From
August 1996 to August 2011, Mr. Dickinson held senior management positions at
Altair Nanotechnologies Inc., including Chief Financial Officer, Director of
Finance, Secretary, and Senior Director - Program & Contract Management; and
from May 2002 to May 2004 Mr. Dickinson was a Director of Altair
Nanotechnologies Inc. 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 Masters degree in Accounting from California State
University, Northridge.

John Thompson, Vice President of Project Development.
Mr. Thompson's mining career spans 42 years in senior management roles with Utah
Development Company, BHP (now BHP Billiton), Newcrest Mining, and QGX, managing
and developing mineral projects in Australia, New Zealand, Mongolia and the
United States. Mr. Thompson was responsible for the overall development of
Newcrest Mining's Cadia Hill mine, in NSW, which included reserve definition,
management of engineering teams that designed both the mine and processing plant
facilities, the final feasibility study, and the environmental impact statement
(EIS) on the project. More recently, as VP Project Development for QGX, Mr.
Thompson delivered the Preliminary Assessment Report, Pre-Feasibility Study, and
EIS on the Baruun Naran coking/thermal coal project in the South Gobi, Mongolia.
He has held numerous other leadership roles in the mining industry, including
four Mine/General Manger 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 BE degree in Mining and Petroleum
Engineering from the University of Queensland, and is a Fellow of the Australian
Institute of Mining and Metallurgy.

OTHER DIRECTORSHIPS

The following table sets forth the current directors of the
Company who are directors of other reporting issuers:

George Putnam
    N/AWillem P.C. Duyvesteyn
    N/AWilliam B. Harris
    Till Capital Ltd., enCore Energy Corp.
      (formerlyWolfpack Gold Corp.), and Silver Predator Corp.Barry Davies
    N/AWarren K. Davis
    N/AJames R. Rothwell
    N/A


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; or (e) any sanction or order of
any self-regulatory organization or registered entity or equivalent exchange,
association or entity. Further, no such legal proceedings are believed to be
contemplated by governmental authorities against any director or executive
officer.

5

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RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS

There are no family relationships among any of the existing
directors or executive officers of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors, executive officers and persons who
own more than 10% of a registered class of the Companys securities to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Directors, executive
officers and greater than 10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file.

To the Company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, the Company believes
that during the year ended December 31, 2014, its directors, executive officers
and greater than 10% shareholders complied with all Section 16(a) filing
requirements of the Securities Exchange Act of 1934 except for one Executive
Officer who filed one Form 4 late.

ETHICAL BUSINESS CONDUCT

The Board has adopted a Code of Ethics (the Code) as a
guideline for the oversight of the ethical conduct of management. The Companys
audit committee monitors compliance with the Code, and the Board and audit
committee are responsible for granting any waivers from the Code. During the
recently completed fiscal year, there was no conduct by a director or executive
officer that constituted a departure from the Code and no material change report
in that respect has been filed. The Company Code of Conduct is available on the
Companys website at www.scandiummining.com.

AUDIT COMMITTEE

The Audit Committee considers the selection and retention of
independent auditors and reviews the scope and results of the audit. In
addition, it reviews the adequacy of internal accounting, financial and
operating controls and reviews the Companys financial reporting compliance
procedures. The members of the Audit Committee are Mr. Harris, Mr. Davis, Mr.
Davies and Mr. Rothwell. Mr. Harris (independent) is the Audit Committee
financial expert by way of his previous experience in finance, treasury and
audit committee functions.

In the course of its oversight of our financial reporting
process, the directors have: (1) reviewed and discussed with management our
audited financial statements for the year ended December 31, 2014; (2) received
a report from Davidson & Company LLP, our independent auditors, on the
matters required to be discussed by Statement on

Auditing Standards No. 61, Communications with Audit
Committees; (3) received the written disclosures and the letter from the
auditors required by Public Company Accounting Oversight Board Rule 3526; and
(4) considered whether or note the provision of non-audit services by the
auditors is compatible with maintaining their independence and has concluded
that it is compatible at this time.

Based on the foregoing review and discussions, the Board has
concluded 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 B. Harris, Member       
|Barry Davies, Member            
|Warren K. Davis, Member         

6

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James R. Rothwell, Member

Item 11. 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 two other most highly compensated officers during the
last fiscal year (the Named Executive Officers) during the last two completed
fiscal years for services rendered to the Company in all capacities.

Name andPrincipalPosition
    **Year**
    Salary($)
    Bonus($)
    **Stock**Awards($)
    **Option****Awards**(1)($)
    Non-EquityIncentive PlanCompensation($)
    NonqualifiedDeferredCompensationEarnings($)
    All OtherCompensation($)
    Total($)George Putnam,
     President,CEOandDirector
    2014
    $200,002
    $Nil
    $Nil
    $54,822(2)
    $Nil
    $Nil
    $Nil
    $254,8242013
    $200,000
    $Nil
    $Nil
    $3,894(2)
    $Nil
    $Nil
    $Nil
    $203,894Edward Dickinson,
     CFO
    2014
    $52,500
    $Nil
    $Nil
    $39,871(3)
    $Nil
    $Nil
    $Nil
    $92,3712013
    $125,000
    $Nil
    $Nil
    $8,901(3)
    $Nil
    $Nil
    $Nil
    $108,901John Thompson,
      V.P.
      ProjectDevelopment
    2014
    $59,985
    $Nil
    $Nil
    $44,854(4)
    $Nil
    $Nil
    $Nil
    $104,8392013
    $51,897
    $Nil
    $Nil
    $7,853(4)
    $Nil
    $Nil
    $Nil
    $59,750


|(1) | Calculated in accordance with ASC 718.                                                                                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Putnam was awarded options to purchase 200,000 common
      shares at C$0.10 (fully vested) on May 9, 2013 and options to purchase
      550,000 common shares at C$0.12 (fully vested) on July 25, 2014.                                                          
|(3) | Mr. Dickinson was awarded options to purchase 200,000
      common shares at C$0.05 (fully vested on May 9, 2013 and options to
      purchase 400,000 common shares at C$0.12 (vesting 20% on issue and 20% at
      each of the following 6 months) on July 25, 2014.
|(4) | Mr. Thompson was awarded options to purchase 100,000
      common shares at C$0.05 (fully vested) on May 9, 2013 and options to
      purchase 450,000 common shares at C$0.12 (vesting 20% on issue and 20% at
      each of the following 6 months) on July 25, 2014.

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED
FISCAL YEAR

The following table sets forth a summary of our outstanding
incentive stock options for each Named Executive Officer as of December 31,
2014.

7

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Name andPrincipal
     Position
    Number of
     SecuritiesUnderlyingUnexercised
     Options(#)Exercisable
    Number of
     SecuritiesUnderlyingUnexercised
     Options(#)Unexercisable
    Equity Incentive
     Plan Awards;Number ofSecurities
     UnderlyingUnexercisedUnearned Options
     (#)
    Option ExercisePrice(C$)
    Option ExpirationDateGeorge Putnam,President, CEOand
      Director
    Nil
    2,500,000
      400,000400,000200,000
    550,000
    Nil
      NilNilNilNil
    0.10
      0.080.070.100.12
    11/5/2015
      4/24/20178/8/2017
    5/9/20187/25/2019EdwardDickinson,CFO
    Nil
    300,000100,000
    200,000400,000
    Nil
      NilNilNil
    0.155
      0.080.05
    0.12
    9/15/20164/24/2017
    5/9/20157/25/2019John Thompson,V.P. Project
     Development
    Nil
    500,000
      100,000100,000450,000
    Nil
      NilNilNil
    0.25
      0.080.050.12
    5/16/2016
      4/24/20175/19/2015
  7/25/2019


OPTION EXERCISES

No stock options were exercised by the Named Executive Officers
during the year ended December 31, 2014.

DIRECTORSCOMPENSATION

No Directors fees were paid during the year ended December 31,
2014.

There are no other arrangements under which directors of the
Company were compensated by the Company during the year ended December 31, 2014
for their services in their capacity as directors and, without limiting the
generality of the foregoing, no additional amounts are payable under any
standard arrangements for committee participation or special assignments, except
that the Articles of the Company provide that the directors are entitled to be
paid reasonable traveling, hotel and other expenses incurred by them in the
performance of their duties as directors. The Companys Articles also provide
that if a director is called upon to perform any professional or other services
for the Company that, in the opinion of the directors, is outside of the
ordinary duties of a director, such director may be paid a remuneration to be
fixed by the directors and such remuneration may be either in addition to or in
substitution for any other remuneration that such director may be entitled to
receive.

The aggregate direct remuneration paid or payable by the
Company and its subsidiary (the financial statements of which are consolidated
with those of the Company) to the directors of the Company during the fiscal
year ended December 31, 2014 was $Nil. No other compensation was paid or given
during the year for services rendered by the directors in such capacity, and no
additional amounts were payable at year-end under any standard arrangements for
committee participation or special assignments.

COMPENSATION COMMITTEE

Composition of the Compensation Committee

The members of the Compensation Committee during the year ended
December 31, 2014 were Mr. Harris, Mr. Davies, Mr. Davis and Mr. Rothwell.

8

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Report on Executive Compensation

The Compensation Committee of the Board of Directors is
responsible for reviewing and approving the remuneration of the senior
management of the Company, including the President and chief executive officer
and chief financial officer. The guiding philosophy of the Compensation
Committee in the determination of executive compensation is ensuring that the
Company is able to attract the best possible candidates for management
positions, given the high level of competition for competent management in the
mining industry, and to align the interests of management with those of the
Companys shareholders.

The Companys executive compensation policies are designed to
recognize and reward individual contribution, performance and level of
responsibility and ensure that the compensation levels remain competitive with
other companies in the same industry. The key components of total compensation
are base salary and incentives.

The Compensation Committee has no formal process for
determining appropriate base salary ranges. Currently the Company pays executive
compensation in the form of a base salary to its President and chief executive
officer and chief financial officer only. The base salary to the President was
based on a proposal from the President, which were accepted by the Company after
considering his experience and expected responsibility and contribution to the
Company.

Pursuant to a management contract with the President and chief
executive officer, in the event of a change in control of the Company, the
President and chief executive officer will be paid a termination payment equal
to three times his base salary. In the event that the President and chief
executive officer is terminated without cause, he will be paid a termination
payment equal to six months base salary plus one additional month of salary for
each full year of service, to a maximum of twenty-four months.

Pursuant to a management contract with the chief financial
officer, in the event of a change in control of the Company, the chief financial
officer will be paid a termination payment equal to one years base salary.

Stock options are granted to senior management to align the
financial interests of management with the interests of shareholders of the
Company and to encourage senior management to focus on strategies and results
that enhance shareholder value in the longer term. The number of options to
purchase Common Shares granted to each individual will depend largely on his
level of responsibility and contribution to the Companys performance.

The Compensation Committee considers, on an ongoing basis, the
appropriateness and effectiveness of the

Companys executive compensation policies, given prevailing
circumstances.

The Compensation Committee has been authorized by the board of
directors to take steps on its behalf as are necessary regarding: (a) appointing
and compensating executive officers and approving succession plans for executive
officers, excluding the Chief Executive Officer, (b) approving and reporting to
the Board respecting the Corporations human resources policies for executive
officers, and (c) overseeing the administration of the

Corporations compensation and benefits plans. Compensation
Committee authorities cannot be delegated without board approval.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee served as an
employee of the Company during the fiscal year ended December 31, 2014 (or
subsequently). No current member of the Compensation Committee formerly served
as an officer of the Company, and none of the current members of the
Compensation Committee have entered into a transaction with the Company in which
they had a direct or indirect interest that is required to be disclosed pursuant
to Item 404 of Regulation S-K.

Compensation Committee Report

The Compensation Committee hereby reports to the Board of
Directors that, in connection with the Companys Annual Report on Form 10-K for
the fiscal year ended December 31, 2014, we have:

9

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- reviewed and discussed with management the Compensation Discussion and
  Analysis required by Item 402(b) of SEC Regulation S-K; and
- based on such review and discussion, we recommend to the Board of
  Directors that the Compensation Discussion and Analysis be included in the
  Annual Report on Form 10K for the fiscal year ended December 31, 2014.

|Submitted by the Compensation Committee:
|----------------------------------------
|William B. Harris, Member               
|Barry Davies, Member                    
|Warren K. Davis, Member                 
|James R. Rothwell, Member               

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

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.

Plan Category
    Number of
      securitiesto be issued uponexercise of
      outstandingoptions, warrants andrights
     (a)
    Weighted-average
     exercise price ofoutstanding options,
     warrants and rights(b)($)
    Number of securities
     remaining availablefor future issuances
     under equitycompensation plan[excluding
      securitiesreflected in column(a)]
     (c)Equity compensation plansapproved by security holders
    15,378,750
    0.14
    14,411,968Equity compensation plans notapproved
      by security holders
    Nil
    Nil
    NilTotal:
    15,378,750
    0.14
  14,411,968


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

To the knowledge of the directors and executive officers of the
Company, as at April 27, 2015, there are no beneficial owners or persons
exercising control over Company shares carrying more than 5% of the outstanding
voting rights other than as disclosed below.

Name and Address
    Number of
     Shares(1)
    Nature of Ownership
    Approximate % of Total
     IssuedResource Re
      Ltd.Coeur dAlene, Idaho, USA
    15,072,333
    Common Shares
  7.57


|(1) | The information relating to the above share ownership was
      obtained by the Company from insider reports and beneficial ownership
      reports filed with the SEC or available at www.sedi.com, or from the
      shareholder, and includes direct and indirect
holdings.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECURITY OWNERSHIP OF MANAGEMENT

10

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The following table sets forth certain information regarding
the beneficial ownership of the Companys Common Stock as of April 27, 2015
by:

|(i)   | each director of the Company;                                 
|----- | --------------------------------------------------------------
|(ii)  | each of the Named Executive Officers of the Company;
      and
|(iii) | all directors and executive officers as a
  group.            

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

|Name and Address ofBeneficial
      Owner                                | SharesBeneficially
    Owned | Percentage of Shares
     Beneficially Owned(1)(%)
|------------------------------------------------------------------------ | ---------------------------- | --------------------------------------------------
|George Putnam1430 Greg Street, Suite 501
     Sparks, NV 89431           | 8,192,010(2)                 | 4.03                                              
|William Harris138 Sota Drive
     Jupiter, FL 33458                      | 2,180,000(3)                 | 1.08                                              
|Willem Duyvesteyn2200 Del Monte
      LaneReno, NV 89511                 | 29,153,119(4)                | 14.50                                             
|Barry Davies1430 Greg Street, Suite
      501Sparks, NV 89431            | 7,770,000(5)                 | 3.87                                              
|Warren Davis1430 Greg Street, Suite
      501Sparks, NV 89431            | 2,583,529(6)                 | 1.29                                              
|James R. Rothwell472 S State
      Street, Suite 201Bellingham, WA 98225 | 1,902,882(7)                 | 0.95                                              
|John Thompson30 Kincardine Drive
     Benowa QLD, 4217                   | 4,196,200(8)                 | 2.10                                              
|Edward Dickinson1430 Greg Street,
      Suite 501Sparks, NV 89431        | 1,080,708(9)                 | 0.54                                              
|All
      officers and directors (7) persons:                            | 56,062,248                   | 26.29                                             

|(1) | These amounts include beneficial ownership of securities
      not currently outstanding but which are reserved for immediate issuance on
      exercise of options. In particular, these amounts include shares issuable
      upon exercise of options as follows:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes options to purchase 4,450,000 common
    shares.                                                                                                                                                                                                           
|(3) | Includes options to purchase 2,150,000 common
    shares.                                                                                                                                                                                                           
|(4) | Includes options to purchase 2,100,000 common
    shares.                                                                                                                                                                                                           
|(5) | Includes options to purchase 1,800,000 common
    shares.                                                                                                                                                                                                           
|(6) | Includes options to purchase 1,300,000 common
    shares.                                                                                                                                                                                                           
|(7) | Includes options to purchase 800,000 common
  shares.                                                                                                                                                                                                               
|(8) | Includes options to purchase 860,000 common
  shares.                                                                                                                                                                                                               
|(9) | Includes options to purchase 640,000 common
  shares.                                                                                                                                                                                                               

Item 13. Certain Relationships and Related Transactions, and
Director Independence

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

11

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On February 4, 2013, the Company issued convertible loans for
total proceeds of $650,000. The convertible loans have a maturity date of 12
months from the closing date and bear interest at the rate of 10% per annum. The
principal amount of the loan may be converted into up to 13,000,000 common
shares at a rate of $0.05 per share. A total of $600,000 of the offering was
subscribed for by insiders of the Company as follows: Barry Davies (Director)
$250,000, Willem Duyvesteyn (Director) $100,000, William Lupien (former
beneficial owner of more than 5% of the Company shares) $250,000. This
convertible loan was repaid in the first two months of 2014.

On June 26, 2013, the Company issued promissory notes for total
proceeds of $1,204,875. The promissory notes have a maturity date of 12 months
from the closing date and bear interest at the rate of 10% per annum. A total of
$1,154,875 of the offering was subscribed for by insiders of the Company as
follows: Barry Davies (Director) $579,875, William Lupien (former beneficial
owner of more than 5% of the Company shares) $575,000. This promissory note was
repaid in June 2014.

On August 27, 2013, the Company issued promissory notes for
total proceeds of $100,000. The promissory notes had no maturity date and an
interest rate of 10% per annum after 60 days. All of the offering was subscribed
for by insiders of the Company as follows: Barry Davies (Director) $50,000 and,
George Putnam (President and CEO) $50,000. The loan plus accrued interest was
repaid in December 2013.

Related party transactions are reviewed by the board as part of
the transaction approval process. Transactions are approved in board of director
minutes or unanimous consent documentation. There is no written policy or
procedure unique to the review of related party transactions.

DIRECTOR INDEPENDENCE

Our common shares are listed on the Toronto Stock Exchange.
Under Toronto Stock Exchange rules, the Board is required to affirmatively
determine that each independent director has no material relationship with us
which would interfere with the exercise of independent judgment. Our Board has
determined that the following directors are independent as required by Toronto
Stock Exchange listing standards: William B. Harris, Warren Davis, Barry Davies,
and James Rothwell.

Item 14. Principal Accounting Fees and Services

Davidson & Company LLP has served as the Companys
independent auditors since January 1, 2008, and has been appointed by the Board
of Directors to continue as the Companys independent auditor for the Companys
fiscal year ending December 31, 2015, and until the next annual general meeting
of shareholders.

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

Fees
    2013
    2014Audit Fees
    $68,152
    $33,887Audit Related Fees
    $Nil
    $NilTax Fees
    $5,473
    $10,386All Other Fees
    $1,352
    $180Total
    $75,337
    $44,453


|(1) | Audit Fees include fees necessary to perform the annual
      audit and quarterly reviews of the Companys consolidated financial
      statements. Audit Fees include fees for review of tax provisions and for
      accounting consultations on matters reflected in the financial statements.
      Audit Fees also include audit or other attest services required by
      legislation or regulation, such as comfort letters, consents, reviews of
      securities filings and statutory audits.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Audit-Related Fees include services that are
      traditionally performed by the auditor. These audit-related services
      include employee benefit audits, due diligence assistance, accounting
      consultations on proposed transactions, internal control reviews and audit
      or attest services not required by legislation or regulation .                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Tax Fees include fees for all tax services other than
      those included in Audit Fees and Audit-Related Fees. This category
      includes fees for tax compliance, tax planning and tax advice. Tax
      planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and
      acquisitions, and requests for rulings or technical advice from tax
    authorities.                                                                                 

12

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|(4) | All Other Fees include all other non-audit
    services.
|--- | ----------------------------------------------------------

All services to be performed by the Companys independent
auditor must be approved in advance by the Audit Committee. Under the Companys
Audit Committee Charter, the Audit Committee is required to pre-approve the
audit and non-audit services performed by the external auditors. Unless a type
of service is to be provided by the external auditors receives general
pre-approval, it requires specific pre-approval by the Companys Audit
Committee.

PART IV

Item 15. Exhibits

|Exhibit | Description
      of Exhibit                                                 | Manner of Filing
|------- | ---------------------------------------------------------------------------- | ----------------
|No.     |                                                                              |                 
|31.1    | Rule 13a-14(a)/15(d)-14(a)
      Certification - Principal Executive Officer | Filed herewith  
|31.2    | Rule 13a-14(a)/15(d)-14(a) Certification -
      Principal Financial Officer | Filed herewith  
|32.1    | Section 1350 Certification -
      Principal Executive Officer               | Filed herewith  
|32.2    | Section 1350 Certification - Principal
      Financial Officer               | Filed herewith  

13

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Scandium International Mining Corp.

|By: | /s/ George Putnam            | 
|--- | ---------------------------- | 
|    | George Putnam                | 
|    | Principal Executive Officer  | 
|    |                              | 
|    |                              | 
|By: | /s/ Edward Dickinson         | 
|    | Edward Dickinson             | 
|    | Principal Accounting Officer | 
|    |                              | 
|    | Date: April 30, 2015         | 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature             |  | Title                                                      | Date          
|--------------------- |  | ---------------------------------------------------------- | --------------
|                      |  |                                                            |               
|                      |  |                                                            |               
|/s/ George Putnam     |  | President, Principal Executive Officer, and
      Director | April 30, 2015
|George Putnam         |  |                                                            |               
|                      |  |                                                            |               
|                      |  |                                                            |               
|/s/ William Harris    |  | Chairman and Director                                      | April 30, 2015
|William Harris        |  |                                                            |               
|                      |  |                                                            |               
|                      |  |                                                            |               
|/s/ Willem Duyvesteyn |  | Director                                                   | April 30, 2015
|Willem Duyvesteyn     |  |                                                            |               
|                      |  |                                                            |               
|                      |  |                                                            |               
|/s/ Barry Davies      |  | Director                                                   | April 30, 2015
|Barry Davies          |  |                                                            |               
|                      |  |                                                            |               
|                      |  |                                                            |               
|/s/ Warren K. Davis   |  | Director                                                   | April 30, 2015
|Warren K. Davis       |  |                                                            |               
|                      |  |                                                            |               
|                      |  |                                                            |               
|/s/ James R. Rothwell |  | Director                                                   | April 30, 2015
|James R. Rothwell     |  |                                                            |               

14

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