03:25:30 EDT Mon 15 Sep 2025
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Stillwater Critical Minerals Corp
Symbol PGE
Shares Issued 263,509,014
Close 2025-08-08 C$ 0.22
Market Cap C$ 57,971,983
Recent Sedar Documents

Stillwater increases private placement to $426,976

2025-08-08 18:09 ET - News Release

Mr. Michael Rowley reports

STILLWATER CRITICAL MINERALS ANNOUNCES ADDITIONAL 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, and upsized on July 28, 2025, will be further upsized by an additional 210,038 units at a price of 23 cents per unit for gross proceeds of an additional $43,308.74, and an aggregate total of 1,856,418 units for aggregate gross proceeds of $426,976.14, 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 the closing of the $7-million brokered listed issuer financing exemption offering, which was announced on July 15, 2025, and is anticipated to include directors and/or officers of the company, among others. The additional offering is expected to complete concurrently with the Glencore offering (as defined below).

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 six million units at a price of 23 cents per unit for gross proceeds of $1.38-million in connection with the LIFE offering and the additional offering.

It is anticipated that certain directors and/or officers of the company will acquire units under the additional offering. Such acquisitions and Glencore's exercise of its participation rights and acquisition of units will constitute related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). 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 offerings 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 offerings. However, the material change report will be filed fewer than 21 days prior to the closing of the offerings, as insider participation has yet to be confirmed and the company wishes to close the offerings as expeditiously as possible.

The securities sold pursuant to the offerings 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 offerings. Closing of the offerings 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 offerings 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, for a lesser exploration program at its Kluane critical mineral project in Yukon, Canada, and for general corporate purposes and working capital.

The offerings are scheduled to close on or around Aug. 12, 2025, and remain subject to the final acceptance of the TSX Venture Exchange.

About Stillwater Critical Minerals Corp.

Stillwater 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 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 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 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 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 and maintains a back-in right on the high-grade past-producing Yankee-Dundee mine in British Columbia.

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