Mr. Michael Rowley reports
STILLWATER CRITICAL MINERALS CLOSES NON-BROKERED PRIVATE PLACEMENT FINANCING FOR GROSS PROCEEDS OF $8.78 MILLION
On Aug. 12, 2025, Stillwater Critical Minerals Corp. closed the non-brokered private placement financing of units of the company previously announced on July 15, 2025, July 28, 2025, and Aug. 8, 2025, resulting in gross proceeds of $401,976.06 through the issuance of 1,747,722 units at a price of 23 cents per unit. Each unit will consist of one common share of the company and one-half of one 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 Aug. 12, 2025.
The additional offering follows the closing of the $7-million brokered listed issuer financing exemption offering, which closed in two tranches on June 25, 2025, and July 15, 2025, respectively. Glencore Canada Corp., a wholly owned subsidiary of Glencore PLC, exercised in part its participation rights in connection with the LIFE offering and additional offering, and acquired six million units at a price of 23 cents per unit for gross proceeds of $1.38-million on the same or similar terms as the units under the LIFE offering and additional offering. The Glencore offering closed on Aug. 13, 2025.
In aggregate, under the LIFE offering, the additional offering and the Glencore offering, the company has raised gross funds of more than $8.78-million since the initial June 25, 2025, closing. If the warrants under the offerings are exercised in full, it would provide the company with over an additional $6.4-million in financing.
The company intends to use the net proceeds of the additional offering and the Glencore 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, for a lesser exploration program at its Kluane critical mineral project in Yukon, Canada, and for general corporate purposes and working capital.
Certain directors and/or officers of the company acquired 294,002 units under the additional offering. Such acquisitions and Glencore's exercise of its participation rights and acquisition of units constitute related-party transactions within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transactions are exempt 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 as neither the fair market value of the securities to be issued, nor the fair market value of the consideration for the securities to be issued, insofar as it involves such insiders, exceeds 25 per cent of the company's market capitalization. The company will file a material change report in respect of the LIFE offering, additional offering and Glencore offering. However, the material change report was not filed prior to the closing of such offerings as insider participation had yet to be confirmed and the company wished to close such offerings as expeditiously as possible.
All securities issued pursuant to the additional offering and the Glencore offering will be subject to a hold period of four months and one day from Aug. 12, 2025, and Aug. 13, 2025, respectively, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. No finders' fees are payable on any portion of the additional offering or the Glencore offering. The additional offering and the Glencore offering 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, 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, 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 listed as critical in the United States.
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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