Stillwater Announces Closing of Flow-Through Private Placement for the Kluane Critical Minerals Project in Yukon, Canada

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VANCOUVER, BC / ACCESS Newswire / February 11, 2025 / Stillwater Critical Minerals Corp. (TSXV:PGE)(OTCQB:PGEZF)(FSE:J0G) (the "Company" or "Stillwater") is pleased to announce that it has closed the non-brokered private placement of flow-through units of the Company (the "Units") announced January 21, resulting in gross proceeds of $375,010 via the issuance of 2,500,066 Units at a price of $0.15 per Unit (the "Offering").

Each Unit consists of one flow-through share of the Company and one-half of one transferable non-flow-through warrant, with each full warrant allowing the holder to purchase one common share of the Company at a price of $0.225 per share for twenty-four months. Warrants shall 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 $0.34 for a period of 20 consecutive trading days.

The Company intends to use the gross proceeds from the sale of the Flow-Through Shares to incur exploration expenses that are eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada).

Certain directors and officers of the Company subscribed for 201,000 Units of the Offering for gross proceeds of $30,150. Participation of the officers and directors in the Offering is considered a "related party transaction" 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 approval requirements in 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.

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 and the policies of the TSX-V. The securities have not been, and will not be, registered under 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. The private placement remains subject to the final approval of the TSX-V.