Mr. Michael Rowley reports
STILLWATER CRITICAL MINERALS ANNOUNCES UPSIZE TO NON-BROKERED PRIVATE PLACEMENT FINANCING
As a result of increased demand, Stillwater Critical Minerals Corp.'s follow-on non-brokered private placement financing previously announced on July 15, 2025, will now consist of up to 1,646,380 units at a price of 23 cents per unit for gross proceeds of up to $378,667.40, with each unit consisting of one common share of the company and one-half of one common share purchase warrant, and 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 additional offering follows closing of the $7-million brokered LIFE offering, as announced July 15, 2025, and will include officers of the company among others ahead of Glencore's anticipated participation (as noted below).
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 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 exploration and advancement of the company's flagship Stillwater West Ni-PGE-Cu-Co + Au (nickel-platinum group element-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.
Glencore Canada Corp., a subsidiary of Glencore PLC, has indicated that it intends to exercise its participation rights pursuant to the investor rights agreement between Glencore and the company dated May 1, 2024, to acquire units to maintain its pro rata shareholding in the company in connection with the recent LIFE offering and the additional offering.
In addition to Glencore (an insider of the company), it is anticipated that certain directors and/or officers of the company will acquire units. Such participation will constitute related party transactions within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the private placement due to the fair market value of the related party participation being below 25 per cent of the company's market capitalization for purposes of MI 61-101. The company will file a material change report in respect of the private placement. However, the material change report will be filed less than 21 days prior to the closing of the private placement, which is consistent with market practice and the company deems reasonable in the circumstances.
The additional offering is scheduled to close on or around July 31, 2025, and remains subject to the final acceptance of the TSX Venture Exchange.
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 + 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 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-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.
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