01:04:48 EDT Sat 19 Jul 2025
Enter Symbol
or Name
USA
CA



Stillwater Critical Minerals Corp
Symbol PGE
Shares Issued 233,074,232
Close 2025-07-15 C$ 0.215
Market Cap C$ 50,110,960
Recent Sedar Documents

Stillwater closes $3.52M final tranche of placement

2025-07-15 19:43 ET - News Release

Mr. Michael Rowley reports

STILLWATER CRITICAL MINERALS CLOSES FINAL TRANCHE OF BROKERED LIFE OFFERING FOR AGGREGATE GROSS PROCEEDS OF C$7.0 MILLION

Stillwater Critical Minerals Corp. has closed the final tranche of its previously announced best efforts private placement. Under the final tranche, the company sold 15,307,980 units of the company at a price of 23 cents per unit for gross proceeds of approximately $3,520,835. In aggregate under the offering, the company sold 30,434,782 units at the offering price for gross proceeds of approximately $7-million, which includes the full exercise of the agent's option. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the offering.

Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant issued pursuant to the final tranche entitles the holder thereof to purchase one common share at a price of 34 cents at any time on or before July 15, 2028.

In accordance with National Instrument 45-106 -- Prospectus Exemptions, the units were issued to Canadian purchasers 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 immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada.

The company intends to use the net proceeds of the offering for the exploration and advancement of the company's flagship Stillwater West Ni-PGE-Cu-Co+Au (nickel, platinum group elements, copper, cobalt plus gold) project in the Stillwater mining district in Montana, United States, for a lesser exploration program at its Kluane critical minerals project in Yukon, Canada, and for general corporate purposes and working capital as is more fully described in the offering document (as defined below).

As consideration for their services in the final tranche, Red Cloud received aggregate cash fees of $164,407.27 and 714,814 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share at the offering price for a period of 36 months from the date of issuance. The broker warrants are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being Nov. 16, 2025. In connection with the final tranche, the company has also paid finders' fees totalling $3,105 and issued 13,500 finders' warrants on the same terms as the warrants and are subject to a hold period same as for the broker warrants.

To accommodate additional over-subscriptions including participation by additional insiders, the company intends to complete an additional follow-on non-brokered private placement not to exceed one million units at a price of 23 cents per unit for gross proceeds of up to approximately $230,000, with each unit consisting of one common share of the company and one-half of one common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one common share at a price of 34 cents for a period of 36 months from the date of issuance. The securities sold pursuant to the additional offering will not be issued in reliance on the listed issuer financing exemption, and will be subject to a statutory hold period of four months and one day from the closing of such offering. No finders' fees are payable on any portion of the additional offering. Closing of the additional offering is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and the acceptance of the TSX Venture Exchange. The company intends to use the net proceeds of the additional offering for the same purposes of the offering.

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

The anticipated participation of Glencore (an insider of the company) in the separate non-brokered private placement, the participation of Gregor Hamilton (a director of the company) under the offering, and the anticipated participation of other insiders in the additional offering constitute related party transactions pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the participation of the related parties in the private placements in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. The company did not file a material change report at least 21 days before the expected closing date of the offering as the insider participation had not been confirmed at that time and the company wished to close the offering as expeditiously as possible. The securities issued to Gregor Hamilton under the offering are subject to a hold period in accordance with TSX-V policies, expiring four months and one day following the issue date, being Oct. 26, 2025.

The closing of the offering remains subject to the final approval of the TSX-V.

There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website.

About Stillwater Critical Minerals Corp.

Stillwater Critical Minerals is a resource-stage mineral exploration company focused on its flagship Stillwater West Ni-PGE-Cu-Co plus Au project in the iconic and famously productive Stillwater mining district in Montana, U.S. 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 neighboring 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 U.S.

Stillwater also holds a 49-per-cent interest in 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 and maintains a back-in right on the high-grade past-producing Yankee-Dundee mine in British Columbia.

We seek Safe Harbor.

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