Stillwater Critical closes $17-million financing

Mr. Michael Rowley reports STILLWATER CRITICAL MINERALS ANNOUNCES CLOSING OF BOUGHT DEAL FINANCING FOR GROSS PROCEEDS OF C$17 MILLION Stillwater Critical Minerals Corp. has closed its previously announced bought deal private placement for gross proceeds of $17,000,220, which includes the exercise in full of an overallotment option. Pursuant to the offering, the company sold 36,957,000 units of the company at a price of 46 cents per unit. Under the offering, Red Cloud Securities Inc. acted as co-lead underwriter and sole bookrunner along with Research Capital Corp. as co-lead underwriter. Each unit consists of one common share of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of 64 cents at any time on or before Dec. 30, 2028. 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-plus-Au (nickel, platinum group element, copper, cobalt plus gold) project in the Stillwater mining district in Montana, as well as for general corporate purposes and working capital, as is more fully described in the amended offering document (as defined herein). In accordance with National Instrument 45-106, Prospectus Exemptions, the units were issued to Canadian purchasers 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 common shares and the warrant shares underlying the units are immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The units were also sold to purchasers 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. All securities not issued pursuant to the listed issuer financing exemption are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date. "As a result of strong support demonstrated in this placement, we are ending 2025 with funds in place for a robust 2026 season," said Michael Rowley, president and chief executive officer. "We look forward to near-term catalysts, including drill results and updates on government initiatives, as well as the planned update to our mineral resource estimate as we advance Stillwater West as a primary source of 10 minerals designated as critical in the U.S." As consideration for their services in the offering, the underwriters received aggregate cash fees of $987,114 and 2,145,900 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share at the offering price for a period of 36 months from the date of issuance. The broker warrants are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being May 1, 2026. There is an amended and restated offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. The closing of the offering remains subject to the final approval of the TSX Venture Exchange. About Stillwater Critical Minerals Corp. Stillwater Critical Minerals is a mineral exploration and development company focused on its flagship Stillwater West Ni-PGE-Cu-Co-plus-Au project in the iconic and famously productive Stillwater mining district in Montana. 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 continuing production of platinum group, nickel and other metals by neighbouring Sibanye-Stillwater. An expanded National Instrument 43-101 mineral resource estimate, released January, 2023, positions Stillwater West with the largest nickel resource in an active U.S. mining district as part of a compelling suite of ten minerals now listed as critical in the United States. Stillwater also holds a 49-per-cent interest in the high-grade Drayton-Black Lake gold project adjacent to Nexgold Mining's development-stage Goliath gold complex in Northwestern 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. 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 in British Columbia, following its sale in 2013. We seek Safe Harbor.