Stillwater Critical Minerals Closes Non-Brokered Private Placement Financing for Gross Proceeds of $8.78 Million
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
Stillwater Critical Minerals Closes Non-Brokered Private Placement Financing
for Gross Proceeds of $8.78 Million
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
August 13, 2025 – Vancouver, BC – Stillwater Critical Minerals Corp. (TSX.V: PGE; OTCQB: PGEZF; FSE:
J0G), (the “ Company”, or “ Stillwater”) is pleased to announce that on August 1 2, 2025 (the “Closing
Date”) it closed the non -brokered private placement financing of units of the Company (the “ Units”)
previously announced on July 15, 2025 , July 28, 2025 and August 8, 2025, resulting in gross proceeds of
$401,976.06 via the issuance of 1,747,722 Units at a price of $0.23 per Unit (the “ Additional 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 at a price of C$0.34 at any time on or before that date
which is 36 months following August 12, 2025.
The Additional Offering follows the closing of the $7 million brokered LIFE offering (the “ LIFE Offering”),
which closed in two tranches on June 25, 2025 and July 15, 2025 , respectively . Glencore Canada
Corporation (“Glencore”), a wholly owned subsidiary of Glencore plc, exercised in part its participation
rights in connection with the LIFE Offering and Additional Offering and acquired 6,000,000 units at a price
of $0.23 per unit for gross proceeds of $1,380,000 , on the same or similar terms as the units under the
LIFE Offering and Additional Offering (the “Glencore Offering”). The Glencore Offering closed on August
13, 2025.
In aggregate, under the LIFE Offering, the Additional Offering and the Glencore Offering (together, the
"Offerings"), the Company has raised gross funds of more than $8.78 million since the initial June 25, 2025
closing. If the Warrants under the Offerings are exercised in full, it would provide the Company with over
an additional $6.4 million in funding.
The Company intends to use the net proceeds of the Additional Offering and the Glencore 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.
Certain directors and/or officers of the Company acquired 294,002 Units under the Additional Offering.
Such acquisitions and Glencore's exercise of its participation rights and acquisition of Units constitute
"related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61 -101"). The transactions are exempt 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 as neither the fair market value of the securities to be issued, nor the fair market
value of the consideration for the securities to be issued, insofar as it involves such insiders, exceeds 25%
of the Company’s market capitalization. The Company will file a material change report in respect of the
LIFE Offering, Additional Offering and Glencore Offering. However, the material change report was not
filed prior to the Closing of such offerings as insider participation had yet to be confirmed and the
Company wished to close such offerings as expeditiously as possible.
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
All securities issued pursuant to the Additional Offering and the Glencore Offering will be subject to a hold
period of four months and one day from August 12, 2025 and August 13, 2025, respectively, in accordance
with applicable securities laws and the policies of the TSX Venture Exchange (the “TSXV”). No finders' fees
are payable on any portion of the Additional Offering or the Glencore Offering . The Additional Offering
and the Glencore Offering remain subject to the final acceptance of the TSX-V.
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 -
TSX.V: PGE
OTCQB: PGEZF
FSE: J0G
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 mater ially 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 companie s 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.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES