Stillwater Critical Minerals Closes First Tranche of Brokered LIFE Offering for Gross Proceeds of C$3.5 Million

Rhea-AI Summary

Stillwater Critical Minerals (OTCQB:PGEZF) has closed the first tranche of its brokered private placement, raising C$3.5 million through the sale of 15,126,802 units at C$0.23 per unit. Each unit includes one common share and half a warrant, with each full warrant exercisable at C$0.34 until June 25, 2028.

Red Cloud Securities acted as sole agent, receiving C$241,493.20 in cash fees and 714,840 broker warrants. The proceeds will primarily fund exploration at the company's flagship Stillwater West Ni-PGE-Cu-Co+Au project in Montana and the Kluane critical minerals project in Yukon. Glencore Canada Corporation plans to exercise its pro-rata rights in the offering, with final tranche closure expected by June 30, 2025.

Positive

• Secured C$3.5 million in new funding for exploration activities
• Strategic investment interest from Glencore through pro-rata participation
• Common shares and warrant shares are immediately freely tradeable for Canadian purchasers
• Long-term warrant exercise period until 2028 provides future funding potential

Negative

• Dilution of existing shareholders through issuance of 15.1 million new units
• Additional dilution expected from second tranche closing
• Significant cash fees and broker warrants reducing net proceeds

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESS Newswire / June 25, 2025 / Stillwater Critical Minerals Corp. (TSX.V:PGE)(OTCQB:PGEZF)(FSE:J0G), (the "Company" or "Stillwater") is pleased to announced that it has closed the first tranche (the "First Tranche") of its previously announced "best efforts" private placement (the "Offering") for total gross proceeds of C$3,479,164 from the sale of 15,126,802 units of the Company (each, a "Unit") at a price of C$0.23 per Unit (the "Offering Price"). Red Cloud Securities Inc. ("Red Cloud") acted as sole agent and bookrunner in connection with the Offering.

Each Unit consists 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 entitles the holder thereof to purchase one Common Share (a "Warrant Share") at a price of C$0.34 at any time on or before June 25, 2028.

In accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units were issued to Canadian purchasers 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 immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units were also 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 are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date.

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., for a lesser exploration program at its Kluane critical minerals project in Yukon, Canada, and for general corporate purposes and working capital as is more fully described in the Offering Document (as defined herein).

As consideration for their services in the First Tranche, Red Cloud received aggregate cash fees of C$241,493.20 and 714,840 non-transferable common share purchase warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one Common Share at the Offering Price for a period of thirty-six (36) months from the date of issuance.

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 closing of the final tranche of the Offering is expected to occur on or before June 30, 2025.

There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.criticalminerals.com. Prospective investors should read this Offering Document before making an investment decision.

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: info@criticalminerals.com 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, 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.

SOURCE: Stillwater Critical Minerals

View the original press release on ACCESS Newswire

FAQ

How much did Stillwater Critical Minerals (PGEZF) raise in their first tranche offering?

Stillwater raised C$3.5 million (C$3,479,164) through the sale of 15,126,802 units at C$0.23 per unit in the first tranche of their private placement.

What are the terms of Stillwater Critical Minerals' warrant offering in June 2025?

Each unit includes one common share and half a warrant, with each full warrant exercisable at C$0.34 per share until June 25, 2028.

How will Stillwater Critical Minerals use the proceeds from their 2025 offering?

The proceeds will primarily fund exploration of their flagship Stillwater West Ni-PGE-Cu-Co+Au project in Montana, the Kluane critical minerals project in Yukon, and general corporate purposes.

What is Glencore's involvement in Stillwater Critical Minerals' 2025 offering?

Glencore Canada Corporation has indicated it will exercise its pro-rata equity participation rights in the offering, based on their investor rights agreement dated May 1, 2024.

What fees did Red Cloud Securities receive for the Stillwater Critical Minerals offering?

Red Cloud received C$241,493.20 in cash fees and 714,840 non-transferable broker warrants exercisable at the offering price for 36 months.