GLENCORE CANADA ACQUIRES UNITS OF STILLWATER CRITICAL MINERALS CORP.

/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES/

BAAR, Switzerland, May 2, 2024 /CNW/ - On May 1, 2024, Glencore Canada Corporation ("Glencore Canada"), a wholly-owned indirect subsidiary of Glencore plc, entered into a subscription agreement with Stillwater Critical Minerals Corp. ("Stillwater" or the "Company") to purchase, by way of a non-brokered private placement financing (the "Glencore Placement") 15,000,000 units ("Units") of Stillwater at a price of C$0.14 per Unit for gross proceeds of C$2.1 million. The Glencore Placement closed on May 1, 2024, concurrently with a non-brokered private placement by the Company of an additional 12,798,000 units of the Company (the "Concurrent Offering" and together with the Glencore Placement, the "Placement").

Each Unit is comprised of one common share (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "2024 Warrant"), with each 2024 Warrant entitling the holder thereof to acquire one Common Share at an exercise price of C$0.21 for a period of 36 months following the closing of the Placement, subject to customary acceleration provisions in certain circumstances and an Exercise Cap (as defined below).

Immediately prior to the Placement, Glencore Canada beneficially owned, or exercised control or direction over, 19,758,861 Common Shares and 13,831,203 common share purchase warrants of Stillwater (with each such warrant entitling the holder thereof to acquire one Common Share at an exercise price of C$0.35 for a period of 3 years following June 30, 2023, subject to acceleration in certain circumstances (the "2023 Warrants")), representing 9.99% of the issued and outstanding Common Shares of Stillwater on a non-diluted basis, and 15.87% of the Common Shares on a partially-diluted basis (assuming the exercise in full of the 2023 Warrants of Stillwater held by Glencore Canada only, in accordance with their terms).

After giving effect to the Placement, Glencore Canada will beneficially own an aggregate of 34,758,861 Common Shares and 21,331,203 common share purchase warrants of Stillwater (being the sum of the 2023 Warrants and the 2024 Warrants), representing 15.41% of the issued and outstanding Common Shares of Stillwater on a non-diluted basis and 22.72% of the Common Shares of Stillwater on a partially-diluted basis (assuming the exercise in full of the 2023 Warrants and the 2024 Warrants held by Glencore Canada only, in accordance with their terms).

Glencore Canada does not have the right to exercise any portion of the 2023 Warrants or the 2024 Warrants to obtain that number of Common Shares issuable by Stillwater upon exercise of the common share purchase warrants of Stillwater held by Glencore Canada that, when calculated together with the number of Common Shares in the aggregate held by Glencore Canada, its Affiliates or Associates (as defined in Corporate Finance Policy 1.1 of the TSX Venture Exchange), and any persons acting jointly or in concert with them at the time of exercise, are in excess of 19.9% of the number of Common Shares of the Company then outstanding upon giving effect to such exercise (rounded up to the nearest whole share) (the "Excess Warrant Shares"), and the Company shall not issue Excess Warrant Shares, in any case, without the receipt of (i) the written approval of the Company, acting in a commercially reasonable manner; and (ii) any approval required by the TSX Venture Exchange in accordance with its rules and policies, including any requisite shareholder approval in respect of the Excess Warrant Shares (the "Exercise Cap"). 

Glencore Canada is acquiring the Units for investment purposes and for purposes of amending and restating the investor rights agreement between Glencore Canada and Stillwater dated June 30, 2023 (as amended, the "Investor Rights Agreement"), and will continue to monitor the business, prospects, financial condition and potential capital requirements of Stillwater. Depending on its evaluation of these and other factors, Glencore Canada 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 Form 62-103F1 – Required Disclosure Under the Early Warning Requirements. Glencore Canada may also in the future exercise the board rights granted to it pursuant to the Investor Rights Agreement in order to nominate a director to Stillwater's board of directors.

For the purposes of this press release and the early warning disclosure, the number and percentages of outstanding Common Shares of Stillwater owned and controlled by Glencore Canada prior to the Placement is based on 197,786,398 Common Shares of Stillwater outstanding as of the date hereof, and following completion of the Placement is based on 225,584,398 outstanding Common Shares of Stillwater following completion of the Placement.

The Company's head office is located at Suite 904, 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

Glencore Canada's address is 100 King Street West, Suite 6900, P.O. Box 403, Toronto, Ontario, Canada, M5X 1E3. Glencore Canada is incorporated under the laws of Ontario and is a wholly-owned indirect subsidiary of Glencore plc. 

This news release is being issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report in respect of the Placement will be filed under Stillwater's profile on SEDAR+ at www.sedarplus.com.  Persons who wish to obtain a copy of the early warning report to be filed by Glencore Canada in connection with this transaction may obtain a copy of such report from www.sedarplus.com or by contacting the persons named below.

This news release does not constitute an offer to sell, nor the solicitation of an offer to buy, the securities in any jurisdiction; nor shall there be any sale of securities mentioned in this news release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Glencore LEI: 2138002658CPO9NBH955

Notes for Editors

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, we produce, process, recycle, source, market and distribute the commodities that support decarbonisation while meeting the energy needs of today.

With around 150,000 employees and contractors and a strong footprint in over 35 countries in both established and emerging regions for natural resources, our marketing and industrial activities are supported by a global network of more than 50 offices.

Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide 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. We are an active participant in the Extractive Industries Transparency Initiative.

We will support the global effort to achieve the goals of the Paris Agreement through our efforts to decarbonise our own operational footprint. We believe that we should take a holistic approach and have considered our commitment through the lens of our global industrial emissions. Against a restated 2019 baseline, we are targeting to reduce our Scope 1, 2 and 3 industrial emissions by 15% by the end of 2026, 25% by the end of 2030, 50% by the end of 2035 and we have an ambition to achieve net zero industrial emissions by the end of 2050, subject to a supportive policy environment. For more information see our 2024-2026 Climate Action Transition Plan and the About our emissions calculation and reporting section in our 2023 Annual Report, available on our website at glencore.com/publications.

Disclaimer

This document contains statements that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from any future event, results, performance, achievements or other outcomes expressed or implied by such forward-looking statements. Except as required by law, Glencore is not under any obligation, and Glencore and its affiliates expressly disclaim any intention, obligation or undertaking, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For further information, including important factors that could impact these uncertainties see Glencore's latest Annual Report on the publication page of our website at glencore.com/publications.

The companies in which Glencore plc directly and indirectly has an interest are separate and distinct legal entities. In this document, "Glencore", "Glencore group" and "Group" are used for convenience only where references are made to Glencore plc and its subsidiaries in general. These collective expressions are used for ease of reference only and do not imply any other relationship between the companies. Likewise, the words "we", "us" and "our" are also used to refer collectively to members of the Group or to those who work for them. These expressions are also used where no useful purpose is served by identifying the particular company or companies.

SOURCE Glencore Canada Corporation

Investors: Martin Fewings, t: [phone], m: [phone], [email protected]; Media: Charles Watenphul, t: [phone], m: [phone], [email protected]