Stillwater Critical Minerals Corp. (the “Company” or “Stillwater”) announces a non-brokered private placement financing (the “Offering”) of up to $375,000 through the issuance of 2,500,000 flow-through units at a price of $0.15 per unit. 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.
Michael Rowley, President and CEO, commented, “We are pleased with the interest shown in this placement to advance our Kluane critical minerals project. Work is expected to include ground geological programs and potential geophysical surveys, in addition to data compilation, to drive the selection of drill targets for upcoming campaigns. We look forward to providing further updates from our flagship Stillwater West project in Montana as well as our other assets in the near term.”
Dr. Danie Grobler, Vice-President Exploration, noted, “Our exploration team is excited to commence field work on our Kluane project. The Kluane PGE-Ni-Cu-Co metallogenic belt is well developed, mineralized and preserved in the Kluane Mountain Range of the Yukon. Exploration work in the belt has shown that significant mineralization occurs within these mafic-ultramafic intrusions. Styles of mineralization include broad zones of magmatic PGE-Ni-Cu in strongly disseminated to massive sulphides within the gabbro-ultramafic intrusions, Ni-rich “offset” ores within sulfidic footwall strata, skarn ores associated with carbonate sediments, PGE+Au-rich zones associated with hydrothermal quartz-carbonate alteration zones around intrusions, as well as only limited exploration of Ni+Cu+PGE massive sulphide concentrations within the basal contact zones of the mafic-ultramafic intrusions. The Kluane belt constitutes one of the largest tracts of Ni-Cu-PGE mineralized mafic-ultramafic rocks in North America, second only to the nickeliferous intrusions from the Proterozoic Circum-Superior Belt of Canada (i.e. Thompson Ni-Belt, Manitoba and Raglan Horizon, Cape Smith Belt, Quebec). The discovery of significant levels of base metal and platinum group element showings, the vast extent of this mineralized terrane, its temporal association with the Siberian trap magmatism in Russia, and the accompanying Noril’sk-type Ni+Cu+Pd-enriched mineralization demonstrates the exploration potential of Stillwater’s Kluane project with application of modern exploration techniques”.
The Offering is being conducted on a non-brokered basis and all shares and warrants issued will be subject to a statutory hold period of four months and one day from the closing of the Offering. The Company may pay finder’s fees on a portion of the Offering, subject to compliance with the policies of the TSX Venture Exchange and applicable securities legislation. Closing of the Offering is subject to certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and the acceptance of the TSX Venture Exchange.
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).
The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as insiders of the Company may subscribe in the Offering. The Company relied on the exemptions in Section 5.5(b) – Issuer Not Listed on Specified Markets from the formal valuation requirements of MI 61-101 and relied on the exemption in Section 5.7(1)(a) – Fair Market Value Not More Than 25 Per Cent of Market Capitalization from the minority shareholder approval requirements of MI 61-101. The Company did not file a material change report at least 21 days before the expected closing date of the Offering as the insider participation had not been confirmed at that time and the Company wished to close the Offering as expeditiously as possible.