RCS - Stillwater Critical - Stillwater Announces Investment by Glencore

Strategic Investments A/SAnnouncement

23/06/2023 13:45

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RNS Number : 6794D  Stillwater Critical Minerals Corp.  23 June 2023

Stillwater Critical Minerals Announces 9.99% Strategic Investment by Glencore

VANCOUVER, BC / ACCESSWIRE / June 23, 2023 / Stillwater Critical Minerals
Corp. (TSXV:PGE)(OTCQB:PGEZF) (the "Company" or "Stillwater") announced today
that it has executed a definitive agreement for a strategic equity investment
by Glencore Canada Corporation, a wholly-owned subsidiary of Glencore plc
("Glencore") in the form of a non-brokered private placement financing (the
"Placement) for exploration and development activities at the Company's North
American nickel projects, as well as for working capital and general and
administrative expenses.

Pursuant to the Placement, Glencore has agreed to purchase 19,758,861 units of
Stillwater at a price of $0.25 per unit for gross proceeds of $4.94 million,
with each unit comprising one common share and 0.70 of a common share purchase
warrant. Each full warrant shall entitle Glencore to purchase one common share
at an exercise price of $0.375, providing up to approximately $5.2 million
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 $0.5625 for a period
of 20 consecutive trading days.

Following closing of the investment, Glencore will have ownership and control
of 9.99% of the outstanding common shares of Stillwater on a non-diluted basis
and, including the warrants, 15.87% of the outstanding common shares on a
partially diluted basis. Glencore does not currently own or control any
securities of the Company.

Stillwater Critical Minerals President and CEO, Michael Rowley, stated, "We
are very pleased to welcome Glencore, one of the top five largest mining
companies in the world, as a major investor. This represents a major step
forward for Stillwater as we advance our flagship Stillwater West project with
the vision of becoming a large-scale source of battery and precious minerals
that are now listed as critical in the US, and elsewhere. There are very few
projects globally, and especially located within the United States, that offer
the combination of grade and scale in a producing district that we see at
Stillwater West. We are now booking drills and crews for our 2023 drill
campaign with a focus on expansion of the high-grade nickel-copper sulphides
identified in our past campaigns. We look forward to announcing further
details in the coming weeks, along with the start of drilling."

In connection with the Placement, Stillwater and Glencore have agreed to enter
into an investor rights agreement, pursuant to which Glencore will be entitled
to certain customary rights including participation in future equity issuances
and a right to maintain its pro-rata position in Stillwater.

In addition, a technical committee will be formed with representatives from
each company.

Net proceeds of the private placement are intended to be used for exploration
and development activities at the Company's North American nickel projects, as
well as for working capital and general and administrative expenses.

The Placement is expected to close, subject to customary conditions, upon
acceptance by the 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.

This press release is not an offer or a solicitation of an offer of securities
for sale in the United States of America. The common shares of Stillwater
Critical Minerals have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration.

About Glencore and its Holdings in the Company

Glencore is one of the world's largest global diversified natural resource
companies and a major producer and marketer of more than 60 commodities that
advance everyday life. Through a network of assets, customers and suppliers
that spans the globe, Glencore produces, processes, recycles, sources, markets
and distributes the commodities that support decarbonisation while meeting the
energy needs of today.

With around 140,000 employees and contractors and a strong footprint in over
35 countries in both established and emerging regions for natural resources,
Glencore's marketing and industrial activities are supported by a global
network of more than 40 offices.

Glencore's customers are industrial consumers, such as those in the
automotive, steel, power generation, battery manufacturing and oil sectors.
Glencore also provides financing, logistics and other services to producers
and consumers of commodities.

Glencore is proud to be a member of the Voluntary Principles on Security and
Human Rights and the International Council on Mining and Metals. Glencore is
an active participant in the Extractive Industries Transparency Initiative and
is working to decarbonise its operational footprint.

Certain information in this news release is provided by Glencore in
satisfaction of the early warning requirements of National Instrument 62-104 -
Take-Over Bids and Issuer Bids. Glencore is acquiring the common shares and
warrants for investment purposes and will continue to monitor the business,
prospects, financial condition and potential capital requirements of the
Company. Depending on its evaluation of these and other factors, Glencore may
from time to time in the future decrease or increase its direct or indirect
ownership, control or direction over securities of the Company through market
transactions, private agreements, subscriptions from treasury or otherwise, or
may in the future develop plans or intentions relating to any of the other
actions listed in (a) through (k) of National Instrument 62-103F1- Required
Disclosure Under the Early Warning Requirements.

For the purposes of this press release and early warning disclosure, the
number and percentages of outstanding common shares owned and controlled by
Glencore following completion of the investment is based on 197,786,398
outstanding common shares following completion of the investment.

Glencore's address is 100 King Street West, Suite 6900, P.O. Box 403, Toronto,
Ontario, Canada, M5X 1E3. Glencore is incorporated under the laws of Ontario.
An early warning report in respect of the investment will be filed under the
Company's profile on SEDAR at www.sedar.com (https://pr.report/g7az2TJC) . For
a copy of the report or for further Glencore information, please contact Peter
Fuchs at (416) 305-9273, peter.fuchs@glencore.ca.

About Stillwater Critical Minerals Corp.

Stillwater Critical Minerals (TSX.V: PGE | OTCQB: PGEZF) is a 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, 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 and other metals by neighboring
Sibanye-Stillwater. An expanded NI 43-101 mineral resource estimate, released
January 2023, delineates a compelling suite of critical minerals contained
within five Platreef-style nickel and copper sulphide deposits at Stillwater
West, which host a total of 1.6 billion pounds of nickel, copper and cobalt,
and 3.8 million ounces of palladium, platinum, rhodium, and gold, and remains
open for expansion along trend and at depth.

Stillwater Critical Minerals also holds the high-grade Black Lake-Drayton Gold
project adjacent to Treasury Metals' 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's address is 904, 409 Granville Street, Vancouver, British
Columbia, V6C 1T2.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Michael Rowley, President, CEO & Director - Stillwater Critical Minerals

Email: info@criticalminerals.com

Web: http://criticalminerals.com (https://pr.report/JZicDepC)

Phone: (604) 357 4790

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, the realization of mineral resource estimates, 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 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 and the risks and challenges of their businesses,
investors should review their annual filings that are available at
www.sedar.com (https://pr.report/8FLf6O1k) .

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

SOURCE: Stillwater Critical Minerals

 

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