Item 3.02 Unregistered Sales of Equity Securities

On September 23, 2009, Stillwater Mining Company (the "Company") entered into an exchange agreement (the "Exchange Agreement") with one of the holders of its 1.875% Convertible Debentures, due 2028 (the "Debentures"), to exchange $15 million aggregate principal amount of the Debentures for newly issued shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). The number of shares of Common Stock to be issued will be determined at settlement, based upon the volume-weighted average price for the five days following the date of the Exchange Agreement, but will not be more than 1.85 million shares or less than 1.4 million shares. Settlement is scheduled to occur on October 2, 2009. Following this transaction, the Company expects that $166.5 million of the Debentures will remain outstanding.

The shares of Common Stock are to be issued by the Company in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, which provides an exemption from registration for securities exchanged by the issuer with an existing security holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

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