Stillwater Critical Minerals Receives Payment from Heritage Mining Under Terms of Earn-In Agreement for Drayton-Black Lake Gold Project in Ontario
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Stillwater Critical Minerals Receives Payment from Heritage Mining Under Terms of Earn-In
Agreement for Drayton-Black Lake Gold Project in Ontario
January 28, 2025 – Vancouver, BC – Stillwater Critical Minerals Corp. (TSX.V: PGE; OTC QB: PGEZF; FSE: J0G)
(the “Company” or “Stillwater”) announces it has filed an Early Warning Report related to its updated holdings
of 15,350,000 common shares of Heritage Mining Ltd. (“Heritage”) (CSE: HML) which represents approximately
13.3% of the total issued and outstanding shares of Heritage. In addition, the Company holds 3,000,000 share
purchase warrants which, if exercised, would bring Stillwater’s ownership to 15.5% on a partially diluted basis.
These securities were issued to Stillwater in addition to past cash payments and the completion of over $2.5M
in exploration work as required to satisfy the commitments for a 51% earn-in to the Company’s Drayton – Black
Lake project per the Definitive Earn -In Agreement (the “Agreement”) announced November 29, 2021, as
amended.
The Heritage shares are held directly by Stillwater for investment purposes. Additional share payments to
Stillwater are required under the Agreement and the Company may in the future take such actions in respect of
its shares as it deems appropriate in light of the market circumstances then existing including the sale of all or a
portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers.
There are no persons acting jointly or in concert with Stillwater with respect to the shareholdings in Heritage,
nor has the Company entered into any agreements in respect of its shareholdings in Heritage with any person
with which Stillwater acts jointly or in concert.
This news release is being issued in accordance with National Instrument 62 -103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report.
The early warning report respecting the acquisition will be filed on the System for Electronic Document Analysis
and Retrieval (“SEDAR+”) at www.sedarplus.ca.
Highlights
• The Agreement provides Stillwater with significant exposure to an advancing high-grade gold project,
while allowing it to focus on its Stillwater West critical minerals project in Montana.
• Under the Agreement, Heritage can earn up to a 90% interest in the district-scale Drayton-Black Lake
high-grade gold asset adjacent to Nexgold’s Goliath Gold project, in northwest Ontario. The property
has significant exploration potential with demonstrated high-grade gold in drill results and bulk samples
across more than 30 kilometers of underexplored strike in a geologic setting that is shared with Nexgold
and New Gold’s Rainy River mine, among other deposits.
• Earn-In Milestones Achieved by Heritage : Heritage has met the requirements for the first earn -in of
51% by completing the following:
o Issuing 15,350,000 shares and 3,000,000 warrants to Stillwater;
o Payments totaling $170,000 in cash and;
o Completion of $2.5M in exploration expenditures on the Drayton – Black Lake project.
• Future Earn-In Requirements for 90% Ownership: Under the terms of the Agreement, as amended,
Heritage may acquire a total 90% undivided interest in the Drayton – Black Lake property by completing
the following before the fifth anniversary:
o Issuance of an additional 1.1 million shares to Stillwater;
o Completion of an additional $2.5M exploration and development work, and;
o Upon completion of the earn -in to 90% by Heritage, Stillwater will retain a 10% free carried
interest in the Drayton-Black Lake project, with Heritage being responsible for all project costs
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until completion by Heritage of a positive feasibility study supported by a technical report
prepared in accordance with NI 43-101 on the project (the “FS”).
• NSR Royalties: Stillwater retains an NSR royalty on the Drayton-Black Lake Gold project.
• Discovery Payment to Stillwater: Heritage shall grant Stillwater a discovery payment of $1.00 per ounce
of gold or gold equivalent shall be made on mineral resource estimates as filed from time -to-time on
the property and shall, in Heritage’s discretion, be paid in cash or shares (or a combination thereof),
capped at a maximum of $10 M.
• Joint Venture Provisions: The Agreement provides for the formation of a Joint Venture (“JV”) based on
the then legal and beneficial ownership levels in the property following completion of the FS. A JV may
also be formed in the event Heritage does not complete the requirements for the 90% ownership.
• Minimum Expenditure Requirements: Heritage is required to maintain minimum exploration and
development expenditures of $500,000 per annum until the completion of the FS in order to maintain
status as operator of the JV. Stillwater maintains certain back-in rights in the event Heritage does not
meet minimum expenditure requirements.
Upcoming Events
Stillwater’s President and CEO, Michael Rowley, will be available at the following events in 2025, in addition to
other events to be added as the Company rolls out its marketing plans over the coming year:
1) 121 Mining Events – Cape Town, South Africa, February 3-4, 2025. For information, click here.
2) Mining Indaba – Cape Town, South Africa, February 3-6, 2025. For information, click here.
3) Prospectors and Developers Association of Canada Conference (PDAC) – Toronto, Ontario, Canada,
March 2-5, 2025. For information, click here.
4) The Mining Investment Event of the North – Quebec City, Quebec, Canada, June 3-5, 2025. For
information, click here.
5) Precious Metals Summit - Beaver Creek, Colorado, September 9-12, 2025. For information, click here.
6) Precious Metals Summit - Zurich, Switzerland, November 10-11, 2025. For information, click here.
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 resource in an active US mining district as part of a compelling suite of nine minerals now
listed as critical in the USA.
Stillwater also holds 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, now subject
to an LOI towards an earn-in agreement with Granite Creek Copper, and maintains a back-in right on the high-
grade past-producing Yankee-Dundee in BC, following its sale in 2013.
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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". All statements in this release, other
than statements of historical facts including, without limitation, statements regarding potential mineralization, 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 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 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.