Mr. Michael Rowley reports

STILLWATER CRITICAL MINERALS ANNOUNCES BROKERED OFFERING FOR GROSS PROCEEDS OF UP TO C$6 MILLION

Stillwater Critical Minerals Corp. has entered into an agreement with Red Cloud Securities Inc. to act as sole agent and bookrunner in connection with a best efforts private placement for the sale of up to 26,086,956 units of the company at a price of 23 cents per unit for aggregate gross proceeds of up to $6-million.

Each unit will consist of one common share of the company and one-half common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of 34 cents at any time on or before that date which is 36 months following the closing date (as herein defined).

The company has also granted the agent an option, exercisable in full or in part up to 48 hours prior to the closing of the marketed offering, to sell up to an additional 4,347,826 units at the offering price for additional gross proceeds of up to $1-million.

Glencore Canada Corp., a subsidiary of Glencore PLC, has indicated that it intends to exercise its pro rata equity participation rights in the offering pursuant to the investor rights agreement with the company dated May 1, 2024.

The company intends to use the net proceeds of the offering for the exploration and advancement of the company's flagship Stillwater West nickel-platinum-group-element-copper-cobalt plus gold project in the Stillwater mining district in Montana, United States, and for general corporate purposes and working capital, as is more fully described in the offering document (as defined herein).

Under the marketed offering, the agent will be paid a cash commission equal to 6.0 per cent of the gross proceeds of the offering (reduced to 3.0 per cent for any investors under the president's list, which will not exceed one-third of the offering), and the issuer will issue to the agent non-transferable brokers' warrants of the issuer exercisable for a period of 36 months following the closing of the offering to acquire in aggregate that number of common shares that is equal to 6.0 per cent of the number of units sold under the offering (reduced to 3.0 per cent for investors under the president's list) at an exercise price equal to the offering price.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the units under the offering will be offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario (and, with the consent of the company, in Quebec) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The common shares and the warrant shares underlying the units are expected to be immediately freely tradeable, in accordance with applicable Canadian securities legislation, if sold to purchasers resident in Canada. The units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended. All securities not issued pursuant to the listed issuer financing exemption, including any issued to Glencore, will be subject to a hold period, in accordance with applicable Canadian securities law, expiring four months and one day following the closing date.

There is an offering document related to the offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision.

The offering is scheduled to close in one or more tranches on or about June 25, 2025, or such other date as the company and the agent may agree. The completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

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 elements, 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-platinum-group-element resource in an active U.S. mining district as part of a compelling suite of 10 minerals now listed as critical in the United States.

Stillwater also holds a 49-per-cent interest in the high-grade Drayton-Black Lake gold project located 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 project on trend with Nickel Creek Platinum's Wellgreen deposit in Canada's Yukon. The company also holds the Duke Island Cu-Ni-PGE property in Alaska, 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.