Mr. Michael Rowley reports

STILLWATER CRITICAL MINERALS AMENDS AGREEMENT WITH HERITAGE MINING WITH RESPECT TO DRAYTON-BLACK LAKE GOLD PROJECT IN ONTARIO

Stillwater Critical Minerals Corp. has agreed to amend certain terms in the option agreement signed with Heritage Mining Ltd. on Nov. 25, 2021, as amended on Dec. 29, 2023, for total consideration of three million additional units of Heritage Mining. The amendment modifies certain financial and operational obligations of Heritage contained in the option agreement, as summarized below.

Key terms of the amendment

1. First option exploration expenditures: The deadline for Heritage to incur the final $1-million in exploration expenditures, required to exercise the first option to earn a 51-per-cent interest in the Drayton-Black Lake gold project, has been extended to Jan. 25, 2025, from Nov. 25, 2024 (the first option extension).
2. Total qualifying expenditures: The deadline for Heritage to incur the $5-million in aggregate qualifying expenditures on the Drayton Black-Lake gold project, to exercise the second option to earn a 90 per cent in the Drayton-Black Lake gold project, has been extended to the fifth anniversary of the option agreement from the fourth anniversary (the second option extension).
3. Equity issuance adjustments: As consideration for the first option extension and the second option extension, Heritage will issue three million units, each consisting of one common share and one share purchase warrant, exercisable to purchase an additional common share of Heritage at a price of 10 cents for a period of 36 months from the issuance date, on or before Jan. 25, 2025.

Other terms of the option agreement remain unchanged, including:

• A discovery payment of $1.00 per ounce of gold or gold equivalent shall be made on mineral resource estimates as filed from time to time on the Drayton-Black Lake gold project p and shall, in Heritage's discretion, be paid in cash or shares (or a combination thereof), capped at a maximum of $10-million.
• Upon completion of the earn-in to 90 per cent by Heritage, Stillwater will retain a 10-per-cent free carried interest in the Drayton-Black Lake project, with Heritage being responsible for all project costs until completion by Heritage of a positive feasibility study supported by a technical report prepared in accordance with National Instrument 43-101 on the project (the FS).
• The option agreement provides for the formation of a joint venture (JV) based on the then legal and beneficial ownership levels in the Drayton-Black Lake gold project following completion of the FS. A JV may also be formed in the event Heritage does not complete the requirements of the second option extension.
• Heritage will be required to maintain minimum exploration and development expenditures of $500,000 per annum until the completion of the FS in order to maintain status as operator of the JV. Stillwater maintains certain back-in rights in the event Heritage does not meet minimum expenditure requirements.

Stillwater president and chief executive officer Michael Rowley commented: "Heritage continues to do excellent work advancing the Drayton-Black Lake gold project and we are pleased to continue to work with them by providing greater flexibility. Their efforts on this district-scale asset in a top-tier jurisdiction provide Stillwater with excellent exposure to the gold space at a time when capital markets are beginning to recognize real value in mining stocks. Recent gains in the price of silver and certain indexes support this observation, as does the price of gold, which has been making new highs for some time now. We look forward to additional news in the near term from our flagship Stillwater West critical minerals project in Montana, USA, in the historic and productive Stillwater mining district."

About Stillwater Critical Minerals Corp.

Stillwater Critical Minerals is a mineral exploration company focused on its flagship Stillwater West Ni-PGE-Cu-Co plus Au (nickel-platinum-group-elements-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 PLC, 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 neighboring 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 United States mining district as part of a compelling suite of nine minerals now listed as critical in the U.S.

Stillwater also holds the high-grade Drayton-Black Lake gold project adjacent to Nexgold Mining's 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 Territory. The company also holds the Duke Island Cu-Ni-PGE property in Alaska, now subject to an LOI (letter of intent) toward an earn-in agreement with Granite Creek Copper, and maintains a back-in right on the high-grade past-producing Yankee-Dundee in British Columbia, following its sale in 2013.

We seek Safe Harbor.