Mr. Michael Rowley of Stillwater reports

STILLWATER CRITICAL MINERALS RECEIVES PAYMENT FROM HERITAGE MINING UNDER TERMS OF EARN-IN AGREEMENT FOR DRAYTON-BLACK LAKE GOLD PROJECT IN ONTARIO

Stillwater Critical Minerals Corp. has filed an early warning report related to its updated holdings of 15.35 million common shares of Heritage Mining Ltd., which represent approximately 13.3 per cent of the total issued and outstanding shares of Heritage. In addition, the company holds three million share purchase warrants, which, if exercised, would bring Stillwater's ownership to 15.5 per cent on a partially diluted basis. These securities were issued to Stillwater in addition to past cash payments and the completion of over $2.5-million in exploration work as required to satisfy the commitments for a 51-per-cent earn-in to the company's Drayton-Black Lake project per the definitive earn-in agreement announced Nov. 29, 2021, as amended.

The Heritage shares are held directly by Stillwater for investment purposes. Additional share payments to Stillwater are required under the agreement, and the company may in the future take such actions in respect of its shares as it deems appropriate in light of the market circumstances then existing, including the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers.

There are no persons acting jointly or in concert with Stillwater with respect to the shareholdings in Heritage, nor has the company entered into any agreements in respect of its shareholdings in Heritage with any person with which Stillwater acts jointly or in concert.

This news release is being issued in accordance with National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues) in connection with the filing of an early warning report. The early warning report respecting the acquisition will be filed on SEDAR+.

Highlights:

• The agreement provides Stillwater with significant exposure to an advancing high-grade gold project, while allowing it to focus on its Stillwater West critical mineral project in Montana.
• Under the agreement, Heritage can earn an up-to-90-per-cent interest in the district-scale Drayton-Black Lake high-grade gold asset adjacent to Nexgold's Goliath gold project in Northwestern Ontario. The property has significant exploration potential with demonstrated high-grade gold in drill results and bulk samples across more than 30 kilometres of underexplored strike in a geologic setting that is shared with Nexgold and New Gold's Rainy River mine, among other deposits.
• Earn-in milestones achieved by Heritage: Heritage has met the requirements for the first earn-in of 51 per cent by completing the following:
  • Issuing 15.35 million shares and three million warrants to Stillwater;
  • Payments totalling $170,000 in cash;
  • Completion of $2.5-million in exploration expenditures on the Drayton-Black Lake project.
• Future earn-in requirements for 90-per-cent ownership: Under the terms of the agreement, as amended, Heritage may acquire a total 90-per-cent undivided interest in the Drayton-Black Lake property by completing the following before the fifth anniversary:
  • Issuance of an additional 1.1 million shares to Stillwater;
  • Completion of an additional $2.5-million exploration and development work;
  • 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.
• Net smelter return royalties: Stillwater retains an NSR royalty on the Drayton-Black Lake gold project.
• Discovery payment to Stillwater: Heritage shall grant Stillwater a discovery payment of $1 per ounce of gold or gold equivalent, which shall be made on mineral resource estimates as filed from time to time on the property and shall, in Heritage's discretion, be paid in cash or shares (or a combination thereof), capped at a maximum of $10-million.
• Joint venture provisions: The agreement provides for the formation of a joint venture based on the then legal and beneficial ownership levels in the property following completion of the feasibility study. A JV may also be formed in the event Heritage does not complete the requirements for the 90-per-cent ownership.
• Minimum expenditure requirements: Heritage is required to maintain minimum exploration and development expenditures of $500,000 per annum until the completion of the FS to maintain status as operator of the JV. Stillwater maintains certain back-in rights in the event Heritage does not meet minimum expenditure requirements.

Coming events

Stillwater's president and chief executive officer, Michael Rowley, will be available at the following events in 2025, in addition to other events to be added, as the company rolls out its marketing plans over the coming year:

1. 121 Mining Events -- Cape Town, South Africa, Feb. 3 and Feb. 4, 2025;
2. Mining Indaba -- Cape Town, South Africa, Feb. 3 to Feb. 6, 2025;
3. Prospectors and Developers Association of Canada Conference -- Toronto, Ont., Canada, March 2 to March 5, 2025;
4. The Mining Investment Event of the North -- Quebec City, Que., Canada, June 3 to June 5, 2025;
5. Precious Metals Summit -- Beaver Creek, Colo., Sept. 9 to Sept. 12, 2025;
6. Precious Metals Summit -- Zurich, Switzerland, Nov. 10 and Nov. 11, 2025.

About Stillwater Critical Minerals Corp.

Stillwater 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 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 metals, 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 United States.

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, and the Kluane PGE-Ni-Cu-Co critical mineral 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 a 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.