Star Metro - Stillwater Critical Minerals Closes Non-Brokered Private Placement Financing for Gross Proceeds of $8.78 Million

VANCOUVER, BC / ACCESS Newswire / August 13, 2025 / Stillwater Critical Minerals Corp. (TSXV:PGE)(OTCQB:PGEZF)(FSE:J0G), (the "Company", or "Stillwater") is pleased to announce that on August 12, 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.

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 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 (TSXV: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: [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-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 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

SOURCE: Stillwater Critical Minerals

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S.Belanger--SMC