Stellar AfricaGold Signs Earn-In and Joint Venture Agreement to Advance Zuenoula Gold Project Cote D'ivoire

Executive Summary

• Stellar AfricaGold’s Ivorian subsidiary Aucrest entered an earn‑in and joint‑venture agreement with MetalsGrove CDI to develop the Zuénoula Gold Project.
• MetalsGrove will fund up to US$3 million in exploration expenditures through 2029, receiving a vested 50% JV interest (with optional increase to 80%).
• Initial cash payment of US$50,000 has been made; an additional US$1 million is payable upon achievement of a JORC‑compliant 1 Moz resource (≥500 koz indicated).

Key Details

• Parties: Aucrest SARL (Stellar’s wholly owned Ivorian subsidiary) and MetalsGrove CDI Pty Ltd (subsidiary of ASX‑listed MetalsGrove Mining Ltd).
• Project: Zuénoula Gold Project, 395.78 km² early‑stage exploration permit in Côte d’Ivoire.
• Cash Payments:
• US$50,000 upon execution of the agreement (exclusivity & initiation).
• US$1,000,000 upon reaching a JORC‑compliant resource of 1 Moz gold with ≥500 koz indicated.
• Exploration Funding Obligations for MetalsGrove:
• Minimum US$150,000 by 16 Apr 2026.
• Additional up to US$1,000,000 by 16 Jul 2027 to maintain JV interest.
• Further US$2,000,000 by 16 Apr 2029 to earn a vested 50% JV stake.
• Operator & Fees: MetalsGrove acts as Operator during sole‑funding periods; receives a fee equal to 5% of agreed exploration expenditures.
• Management Committee: Four members (2 Stellar/Aucrest, 2 MetalsGrove). Chairmanship rotates based on funding status and annual rotation when interests are equal.
• Equity Structure Options:
• After achieving 50% vested interest, Aucrest may co‑fund future exploration equally or allow MetalsGrove to fund an additional US$3 million for up‑to‑80% JV ownership.
• If a party ceases funding, its JV interest dilutes per industry standard; interests falling below 10% convert to a 1% Net Smelter Royalty.
• Pre‑existing Royalty: 1% Net Smelter Royalty in favor of Elemental Altus remains applicable to the project.
• Regulatory Note: The agreement qualifies as an Exempt Disposition under TSX Venture Exchange Corporate Finance Policy 5.3.

Notable Quotes

“We are pleased to have MetalsGrove join us in the exploration of the early‑stage Zuénoula Gold Project… The Earn‑In and Joint Venture Agreement … will substantially de‑risk the Zuénoula Gold Project while preserving for Stellar a meaningful upside exposure.” – J‑François Lalonde, President & CEO, Stellar AfricaGold Inc.