Mr. Michael Rowley reports
STILLWATER CRITICAL MINERALS ANNOUNCES BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$10 MILLIO
Stillwater Critical Minerals Corp. has entered into an agreement with Red Cloud Securities Inc. as co-lead underwriter and sole bookrunner, pursuant to which Red Cloud and Research Capital Corp., as co-lead underwriters, will purchase for resale 21.74 million units of the company at a price of 46 cents per unit on a bought deal basis in a private placement for gross proceeds of $10,000,400.
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 64 cents at any time on or before that date which is 36 months following the closing date (as herein defined).
The company will grant to the underwriters an option, exercisable in full or in part up to 48 hours prior to the closing date, to purchase for resale up to an additional 4,348,000 units at the offering price for additional gross proceeds of up to $2,000,080. The underwritten offering and the securities issuable upon exercise of the overallotment option shall be collectively referred to as the offering.
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, as well as for general corporate purposes and working capital, as is more fully described in the offering document (as defined herein).
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the units will be offered for sale to purchasers in certain of the provinces of Canada 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 tradable 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 U.S. Securities Act of 1933, as amended. All securities not issued pursuant to the listed issuer financing exemption 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 profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The offering is scheduled to close on or about Dec. 30, 2025, or such other date as the company and Red Cloud may agree. 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 is a mineral exploration and development 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 resource in an active U.S. mining district as part of a compelling suite of 10 minerals listed as critical in the U.S.
Stillwater also holds a 49-per-cent interest in the high-grade Drayton/Black Lakegold 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 in British Columbia, following its sale in 2013.
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