Stillwater Critical Minerals Announces Brokered Offering for Gross Proceeds of up to C$6 Million
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
{00484132.1} 1
Stillwater Critical Minerals Announces Brokered Offering for
Gross Proceeds of up to C$6 Million
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
June 12, 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” or the “Agent”) to act as sole agent and bookrunner in connection with
a “best efforts” private placement (the “Marketed Offering”) for the sale of up to 26,086,956 units of the
Company (each, a “Unit”) at a price of C$0.23 per Unit (the “Offering Price”) for aggregate gross proceeds
of up to C$6,000,000.
Each Unit will consist of one common share of the Company (each, a “ Common Share”) and one-half of
one common share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant will entitle the
holder thereof to purchase one Common Share (a “ Warrant Share”) at a price of C$ 0.34 at any time on
or before that date which is 36 months following the Closing Date (as herein defined).
The Company has also granted the Agent an option, exercisable in full or in part up to 48 hours prior to
the closing of the Marketed Offering, to sell up to an additional 4,347,826 Units at the Offering Price for
additional gross proceeds of up to C$ 1,000,000 (the “Agent’s Option”). The Marketed Offering and the
securities issuable upon exercise of the Agent’s Option shall be collectively referred to as the “Offering”.
Glencore Canada Corporation (“Glencore”), a subsidiary of Glencore plc, has indicated that it intends to
exercise its pro-rata equity participation rights in the Offering pursuant to the investor rights agreement
with the Company dated May 1, 2024.
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., and for general corporate purposes and working capital , as is more fully described in the Offering
Document (as defined herein).
Under the Marketed Offering, the Agent will be paid a cash commission equal to 6.0% of the gross
proceeds of the Offering (reduced to 3.0% for any investors under the "President's List" which will not
exceed one-third of the Offering) and the Issuer will issue to the Agent non-transferable broker warrants
of the Issuer exercisable for a period of 36 months following the closing of the Offering to acquire in
aggregate that number of Common Shares that is equal to 6.0% of the number of Units sold under the
Offering (reduced to 3.0% for investors under the "President's List") at an exercise price equal to the
Offering Price.
Subject to compliance with applicable regulatory requirements and in accordance with National
Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Units under the Offering will be offered for
sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and
Ontario (and, with the consent of the Company, in Québec) pursuant to the listed issuer financing
exemption under Part 5A of NI 45 -106, as amended by Coordinated Blanket Order 45 -935 – Exemptions
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
{00484132.1} 2
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 , including any issued to Glencore, 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 (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 in one or more tranches on or about June 25, 2025 or such other date
as the Company and the Agent 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.
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 securities in the United States of America. The securities referred to in this
news release 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 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 -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 in BC, following its sale in 2013.
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
{00484132.1} 3
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
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 gu arantees 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 m etal 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.