Stillwater Critical Minerals Corp. (TSX.V: 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.