Glencore makes strategic equity investment in Stillwater Critical Minerals

Stillwater Critical Minerals executed a definitive agreement for a strategic equity investment by Glencore Canada Corporation in the form of a non-brokered private placement financing 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. 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.