/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