Stillwater Critical Minerals Announces Additional Upsize to Non-Brokered Private Placement Financing
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
{00487526.5}
Stillwater Critical Minerals Announces Additional Upsize to
Non-Brokered Private Placement Financing
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
August 8, 2025 – Vancouver, BC – Stillwater Critical Minerals Corp. (TSX.V: PGE; OTCQB: PGEZF; FSE: J0G),
(the “Company”, or “Stillwater”) is pleased to announce that as a result of increased demand, the 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 C$0.23 per unit (each, a "Unit")
for gross proceeds of an additional C$43,308.74, and an aggregate total of 1,856,418 Units for aggregate
gross proceeds of C$ 426,976.14 (the "Additional Offering"), 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 C$0.34 for a period of thirty -six
(36) months from the date of issuance.
The Additional Offering follows the closing of the C$7 million brokered LIFE offering (the "LIFE 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 Corporation ("Glencore"), 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 6,000,000 Units at a price of C$0.23 per Unit for gross proceeds
of C$1,380,000 in connection with the LIFE Offering and the Additional Offering (the "Glencore Offering"
and together with the Additional Offering, the "Offerings").
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 ("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 Offerings due to the fair
market value of the related party participation being below 25% 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 less 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 "TSXV").
The Company intends to use the net proceeds of the Offerings for the exploration and advancement of
the Company's flagship Stillwater West Ni -PGE-Cu-Co+Au project in the Stillwater mining district in
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
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Montana, U.S., for a lesser exploration program at its Kluane critical minerals project in Yukon, Canada,
and for general corporate purposes and working capital.
The Offerings are scheduled to close on or arou nd August 12, 2025 and remains subject to the final
acceptance of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securitie s in the United States of America. The securities have not been,
and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S.
Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons, absent registration or any applicable exemption from
the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
About Stillwater Critical Minerals Corp.
Stillwater Critical Minerals (TSX.V: PGE; OTCQB: PGEZF; FSE: J0G) 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, USA. 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 chromi um, and the on -going production of platinum
group, nickel, and other metals by neighboring Sibanye Stillwater. An expanded NI 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 ten minerals now
listed as critical in the USA.
Stillwater also holds a 49% interest in the high-grade Drayton-Black Lake gold project adjacent to NexGold
Mining's development -stage Goliath Gold Complex in northwest 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 BC.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Michael Rowley, President, CEO & Director - Stillwater Critical Minerals
Email: [email protected] Phone: (604) 357 4790
Web: https://criticalminerals.com Toll Free: (888) 432 0075
Forward-Looking Statements
This news release includes certain statements that may be deemed "forward -looking statements". All
statements in this release, other than statements of historical facts including, without limitation,
statements regarding potential mineralization, historic production, estimation of mineral resources,
interpretation of prior exploration and potential exploration results, the timing and success of exploration
activities generally, the timing and results of future resource estimates, permitting time lines, metal prices
and currency exchange rates, availability of capital, government regulation of exploration operations,
environmental risks, reclamation, title, and future plans and objectives of the company are forward -
looking statements that involve various risk s and uncertainties. Although Stillwater Critical Minerals
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
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believes the expectations expressed in such forward -looking statements are based on reasonable
assumptions, such statements are not guarantees of future performance and actual results or
developments may differ materially from those in the forward -looking statements. Forward -looking
statements are based on a number of material factors and assumptions. Factors that could cause actual
results to differ materially from those in forward -looking statements include failure to obtain necessary
approvals, unsuccessful exploration results, changes in project parameters as plans continue to be refined,
results of future resource estimates, future metal prices, availability of capital and financing on acceptable
terms, general economic, market or business conditions, risks associated with regulatory changes, defects
in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment
breakdowns, uninsured risks, delays in receiving government approvals, unanticipated environmental
impacts on operations and costs to remedy same, and other exploration or other risks detailed herein and
from time to time in the filings made by the companies with securities regulators. Readers are cautioned
that mineral resources that are not mineral reserves do not have demonstrated economic viability. Mineral
exploration and development of mines is an inherently risky business. Accordingly, the actual events may
differ materially from those projected in the forward -looking statements. For more information o n
Stillwater Critical Minerals and the risks and challenges of their businesses, investors should review their
annual filings that are available at www.sedarplus.ca.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES