Stellar AfricaGold Announces $4 Million Private Placement Offering

Executive Summary

• Stellar AfricaGold Inc. announced a proposed non‑brokered private placement of up to 22,222,222 units at C$0.18 per unit, targeting gross proceeds of up to C$4 million.
• Proceeds will fund ongoing exploration at the Tichka Est Gold Project (Morocco), the Zuénoula gold property (Ivory Coast), and general corporate purposes.
• The offering is expected to close around October 30, 2025, subject to TSX‑V approval and other customary conditions.

Key Details

• Units Offered: Up to 22,222,222 units at C$0.18 each (aggregate gross proceeds up to C$4 million).
• Unit Composition: Each unit consists of one common share and one half of a transferable common share purchase warrant (two halves equal one full warrant).
• Warrant Terms: Each warrant allows the holder to acquire one additional common share at $0.28 per share for 36 months from issuance.
• Closing Date: Expected on or about October 30, 2025, subject to required approvals (including TSX‑V).
• Use of Proceeds:
• Financing ongoing exploration at the Tichka Est Gold Project (Morocco).
• Funding work at the Zuénoula gold property (Ivory Coast).
• General corporate purposes and working capital.
• Statutory Hold Period: All securities issued will be subject to a four‑month‑plus‑one‑day hold period from closing, per Canadian securities law.
• Finder’s Fees: Company may pay cash and/or warrants to eligible arm‑length parties as permitted by applicable laws and TSX‑V policies.
• Insider Participation: Insiders may participate; such participation is expected to be exempt from formal valuation and minority shareholder approval under MI 61‑101 because the fair market value will not exceed 25% of market capitalization.
• Regulatory Disclaimers: Securities are not registered in the United States and cannot be offered or sold there except pursuant to exemptions.

Notable Quotes

• “The proceeds from this offering will enable us to advance our high‑potential exploration programs in Morocco and Côte d’Ivoire, positioning Stellar for continued growth.” – J. François Lalonde, President & CEO

This release contains forward‑looking statements. See the full disclaimer in the original announcement.