Stillwater Critical Minerals Announces Upsize to Non-Brokered Private Placement Financing
Stillwater Critical Minerals Announces 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
VANCOUVER, BC / ACCESS Newswire / July 28, 2025 / Stillwater Critical Minerals
Corp.(TSXV: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 will now consist of up
to 1,646,380 units at a price of C$0.23 per unit (each, a "Unit") for gross proceeds of up
to C$378,667.40 (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 closing of the $7 million brokered LIFE offering, as
announced July 15, 2025, and will include officers of the Company among others ahead of
Glencore's anticipated participation (as noted below).
The securities sold pursuant to the Additional Offering 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
Additional Offering. Closing of the Additional Offering 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 Additional 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., for a lesser exploration program at its Kluane
critical minerals project in Yukon, Canada, and for general corporate purposes and working
capital.
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 units to maintain its pro
rata shareholding in the Company in connection with the recent LIFE offering and the
Additional Offering.
In addition to Glencore (an insider of the Company), it is anticipated that certain directors
and/or officers of the Company will acquire Units. Such participation 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 Private Placement 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 Private
Placement. However, the material change report will be filed less than 21 days prior to the
closing of the Private Placement, which is consistent with market practice and the
Company deems reasonable in the circumstances.
The Additional Offering is scheduled to close on or around July 31, 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 securities 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 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
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 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 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 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 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.
SOURCE: Stillwater Critical Minerals Corp.