Stillwater Critical Minerals Announces Brokered Offering for Gross Proceeds of up to C$6 Million

VANCOUVER, BC / ACCESS Newswire / June 12, 2025 / Stillwater Critical Minerals Corp. (TSXV: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.