Stillwater Critical Minerals Announces Bought Deal LIFE Private Placement for Gross Proceeds of C$10 Million

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VANCOUVER, BC / ACCESS Newswire / December 15, 2025 / Stillwater Critical Minerals Corp. (TSX.V: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"), as co-lead underwriter and sole bookrunner, pursuant to which Red Cloud and Research Capital Corporation (collectively with Red Cloud, the "Underwriters"), as co-lead underwriter, will purchase for resale 21,740,000 units of the Company (each, a "Unit") at a price of C$0.46 per Unit (the "Offering Price") on a "bought deal" basis in a private placement for gross proceeds of C$10,000,400 (the "Underwritten 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 (a "Warrant Share") at a price of C$0.64 at any time on or before that date which is 36 months following the Closing Date (as herein defined).

The Company will grant to the Underwriters an option, exercisable in full or in part up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 4,348,000 Units at the Offering Price for additional gross proceeds of up to C$2,000,080 (the "Over-Allotment Option"). The Underwritten Offering and the securities issuable upon exercise of the Over-Allotment Option shall be collectively referred to as the "Offering".

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., as well as for general corporate purposes and working capital, as is more fully described in the Offering Document (as defined herein).

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers in certain of the provinces of Canada 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 expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be 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 will be subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the Closing Date.