Stillwater Critical Minerals Corp. entered into a definitive agreement for a non-brokered private placement of 19,758,861 units at an issue price of CAD 0.25 per unit for gross proceeds of CAD 4,939,715.25 on June 23, 2023. The transaction will include participation from new investor, Glencore Canada Corporation.

Each unit comprises of one common share and 0.7 of a common share purchase warrant at an exercise price of CAD 0.375, providing up to approximately CAD 5,200,000 additional funding, if exercised in full. The warrants shall be exercisable for three years from the date of issue and contain a customary acceleration provision, which shall be effective if the volume weighted average trading price of the common shares on the TSX-V is greater than CAD 0.5625 for a period of 20 consecutive trading days. Following closing of the investment, the investor own an aggregate of 19,758,861 common shares and 13,831,203 warrants, representing 9.99% of the issued and outstanding common shares on a non-diluted basis, and 15.87% of the common shares on a partially diluted basis.

The transaction is subject to approval from TSX Venture Exchange. All securities issued pursuant to the placement will be subject to a four-month hold period from the date of issuance in accordance with applicable securities laws.