Stillwater Critical Minerals Announces Bought Deal LIFE Private Placement for Gross Proceeds of C$10 Million

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TSX.V: PGE

OTCQB: PGEZF

FSE: J0G

Stillwater Critical Minerals Announces Bought Deal LIFE Private Placement for

Gross Proceeds of C$10 Million

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

December 15, 2025 – Vancouver, BC – Stillwater Critical Minerals Corp. (TSX.V: PGE; OTCQB: PGEZF; FSE:

J0G) (the “Company” or “Stillwater”) is pleased to announce that it has entered into an agreement with

Red Cloud Securities Inc. (“Red Cloud”), as co-lead underwriter and sole bookrunner, pursuant to which

Red Cloud and Research Capital Corporation (collectively with Red Cloud, the “Underwriters”), as co-lead

underwriter, will purchase for resale 21,740,000 units of the Company (each, a “Unit”) at a price of C$0.46

per Unit (the “ Offering Price”) on a “bought deal” basis in a private placement for gross proceeds of

C$10,000,400 (the “Underwritten Offering”).

Each Unit will consist of one common share of the Company (each, a “ Common Share”) and one-half of

one common share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant will entitle the

holder thereof to purchase one Common Share (a “ Warrant Share”) at a price of C$ 0.64 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 C$ 2,000,080 (the “ Over-Allotment Option”). The Underwritten

Offering and the securities issuable upon exercise of the Over-Allotment 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 Ni-PGE-Cu-Co+Au project in the Stillwater mining district in Montana,

U.S., 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 (“NI 45-106”), 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 “Listed Issuer Financing Exemption”). The Common Shares and the

Warrant Shares underlying the Units are expected to be immediately freely tradeable 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 United States Securities Act of 1933 , as

amended (the “ U.S. Securities Act ”). 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.

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TSX.V: PGE

OTCQB: PGEZF

FSE: J0G

There is an offering document (the “ Offering Document”) related to the Offering that can be accessed

under the Company ’s profile at www.sedar plus.ca and on the Company ’s website at:

www.criticalminerals.com. Prospective investors should read this Offering Document before making an

investment decision.

The Offering is scheduled to close on or about December 30, 2025 or such other date as the Company and

Red Cloud may agree (the “ Closing Date”). 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 (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 to be issued

pursuant to the Offering have not been, and will not be, registered under 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 mineral exploration and

development 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 chromium, 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 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 in BC, following its sale in 2013.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Michael Rowley, President, CEO & Director – Stillwater Critical Minerals

Email: [email protected] Phone: (604) 357 4790

Web: http://criticalminerals.com Toll Free: (888) 432 0075

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TSX.V: PGE

OTCQB: PGEZF

FSE: J0G

Forward-Looking Statements

This news release includes certain statements that may be deemed “forward-looking statements”. In particular, this

press release contains forward -looking information relating to, among other things, the Offering, the anticipated

closing date of the Offering, the intended use of proceeds of the Offering, approval of the TSXV and the filing of the

Offering Document. All statements in this release, other than statements of historical facts including, without

limitation, statements regarding potential mineraliz ation, historic production, estimation of mineral resources, the

realization of mineral resource estimates, 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 c ompany are forward -

looking statements that involve various risks and uncertainties. Although Stillwater Critical Minerals 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 resu lts 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. According ly, the actual events may differ materially from those projected in the

forward-looking statements. For more information on 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.