15:07:47 EDT Fri 14 Jun 2024
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Stillwater Critical Minerals Corp
Symbol PGE
Shares Issued 197,786,398
Close 2024-05-01 C$ 0.155
Market Cap C$ 30,656,892
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Stillwater closes $3.89-million private placement

2024-05-01 15:16 ET - News Release

Mr. Michael Rowley reports

STILLWATER CRITICAL MINERALS CLOSES $3.89 MILLION PLACEMENT WITH $2.1 MILLION LEAD ORDER FROM GLENCORE

Following an oversubscription of more than 55 per cent due to strong investor demand, Stillwater Critical Minerals Corp. has closed the non-brokered private placement of units of the company announced March 28, resulting in gross proceeds of $3,891,720 via the issuance of 27,798,000 units at a price of 14 cents per unit. Glencore Canada Corp., a wholly owned subsidiary of Glencore PLC, subscribed for 15 million units under the offering.

Stillwater president and chief executive officer Michael Rowley stated: "We are very pleased with the strong interest from both new and existing shareholders who continue to recognize the strong potential of our flagship Stillwater West project in Montana. Our vision of rapidly advancing a large-scale primary source of low-carbon nickel, cobalt, platinum group elements, copper and other critical minerals in a famously productive American mining district is strongly aligned with the U.S. government's stated mandate to secure domestic supplies of nine of the minerals we host at Stillwater West. We look forward to providing further updates on a number of initiatives that are currently under way, including drill results from our resource expansion campaign, in the near term."

Each unit comprised one common share of the company and one-half of one common share purchase warrant, with each full warrant entitling the holder to purchase one common share at an exercise price of 21 cents, which would provide over $2.9-million in additional financing, if exercised in full. The warrants shall be exercisable for three years from the date of issue, subject to early acceleration if the volume-weighted average trading price of Stillwater's common shares on the TSX Venture Exchange is greater than 31.5 cents for a period of 20 consecutive trading days. Upon closing of the offering, Glencore increased its ownership and control of the outstanding common shares, on a non-diluted basis, to 15.41 per cent and, assuming the exercise of its warrants, 22.72 per cent of the outstanding common shares on a partially diluted basis.

Proceeds from the offering are intended to be used for exploration and development activities at the company's North American nickel projects, as well as for working capital and general and administrative expenses.

In connection with the offering, the company and Glencore have amended the investor rights agreement dated June 30, 2023, to provide for an additional right of Glencore, subject to certain conditions, to appoint a board member for so long as it maintains a 15-per-cent interest in the company and an additional board member if the company increases its board size to nine or more directors, subject to a maximum board size of 12 directors. In addition, the warrants issued to Glencore (together with the warrants of the company currently held by Glencore, as amended pursuant to the offering) provide for an exercise cap whereby any exercise of such warrants, when taken together with all common shares held by Glencore, that would result in Glencore's shareholdings in the company exceeding 19.9 per cent of the total outstanding common shares from time to time, will be subject to prior written approval by the company and, if applicable, its shareholders and the TSX-V.

Certain directors and officers of the company subscribed for 2,017,142 units of the offering for gross proceeds of $282,399.88. Participation of the officers and directors in the offering is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The transactions are exempt from the formal valuation and minority approval requirements in MI 61-101 as neither the fair market value of the securities to be issued, nor the fair market value of the consideration for the securities to be issued, insofar as it involves such insiders, exceeds 25 per cent of the company's market capitalization.

In connection with the private placement, Stillwater has paid commissions to eligible parties totalling $64,582.56 and issued 461,304 finders' warrants, on the same terms as warrants.

About Stillwater Critical Minerals Corp.

Stillwater Critical Minerals is a mineral exploration company focused on its flagship Stillwater West nickel-platinum-group-element-copper-cobalt plus gold project in the iconic and famously productive Stillwater mining district in Montana, United States. With the addition of two renowned Bushveld and Platreef geologists to the team and strategic investments by Glencore, the company is well positioned to advance the next phase of large-scale critical mineral supply from this world-class American district, building on past production of nickel, copper and chromium, and the continuing production of platinum group, nickel and other metals by neighbouring Sibanye-Stillwater. An expanded National Instrument 43-101 mineral resource estimate, released January, 2023, positions Stillwater West with the largest nickel resource in an active U.S. mining district as part of a compelling suite of nine minerals now listed as critical in the U.S. To date, five Platreef-style nickel and copper sulphide deposits host a total of 1.6 billion pounds of nickel, copper and cobalt, and 3.8 million ounces of palladium, platinum, rhodium and gold at Stillwater West, and all deposits remain open for expansion along trend and at depth. Results are pending from resource expansion drilling completed in the fall of 2023.

Stillwater also holds the high-grade Black Lake-Drayton gold project adjacent to Treasury Metals' development-stage Goliath gold complex in Northwestern Ontario, currently under an earn-in agreement with Heritage Mining, and the Kluane PGE-Ni-Cu-Co critical minerals project on trend with Nickel Creek Platinum's Wellgreen deposit in Canada's Yukon.

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