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Vancouver, BC TheNewswire - December 9 th 2025 - Stellar AfricaGold Inc. (TSXV: SPX,OTC:STLXF ) ("Stellar" or the "Company") is pleased to announce that Aucrest SARL ("Aucrest"), Stellar's wholly owned Ivorian subsidiary, has entered into an Earn-in and Joint Venture ("JV") Agreement on Dec. 5 th with Australian Stock Exchange listed MetalsGrove Mining Ltd subsidiary, MetalsGrove CDI Pty Ltd (MetalsGrove), to advance Stellar's 395.78 square kilometer early-stage exploration permit called the Zuénoula Gold Project in Côte d'Ivoire.
Summary of Material Earn-in and Joint Venture Terms
Cash Payments
MetalsGrove shall pay to Aucrest US$50,000 in cash upon execution of the Earn-In and Joint Venture Agreement to secure exclusivity and initiate the joint arrangement.
MetalsGrove shall pay to Aucrest an additional US$1,000,000 in cash upon the Zuénoula Gold Project achieving a JORC compliant gold resource of 1,000,000 ounces with at least 500,000 ounces in the Indicated category.
Management & Governance
Exploration of the Zuénoula Gold Project will be directed by a joint Management Committee comprised of two representatives from Stellar or Aucrest and two representatives from MetalsGrove. During the period while MetalsGrove is sole funding exploration activities or has a contributing JV interest of greater than 50% it shall nominate the Chaiman, who has a casting vote on the Management Committee. During the period the parties each hold a 50% JV interest and are contributing to exploration expenditures, the Chairmanship shall rotate between the Parties on an annual basis.
MetalsGrove shall be the Operator of the Zuénoula Gold Project during the period it is sole-funding exploration. The project Operator shall receive a fee equal to 5% of agreed Exploration Expenditures.
Earn-in Structure and Joint Venture Equity
MetalsGrove is required to incur a minimum of US$150,000 of Exploration Expenditures by 16 April 2026.
MetalsGrove may incur a further US$1,000,000 of Exploration Expenditures by 16 July 2027 to maintain its interest in the JV.
MetalsGrove may incur an additional US$2,000,000 of Exploration Expenditures by 16 April 2029 to acquire a vested 50% interest in the JV.
If MetalsGrove elects to withdraw from the Earn-in before earning a 50% vested interest then it shall retain no interest in the JV or Zuénoula Gold Project.
If Metals Grove achieves its 50% vested interest in the JV then Aucrest shall elect to either a) co-fund the JV Exploration Expenditures on an equal basis with MetalsGrove or b) offer MetalsGrove the opportunity to increase is ownership in the JV by continuing its sole funding of Exploration Expenditures by an additional US$3,000,000 to increase its JV interest to 80%. If at any time Metals Grove elects not to sole fund the full amount of the additional US$3,000,000 then MetalsGrove shall retain only its previously vested 50% joint venture interest.
When both parties are contributing to Exploration Expenditures, if a party ceases contributing, its JV interest shall be diluted pursuant to an industry standard formula. If either party's JV interest falls below 10% that interest shall be converted to a 1% Net Smelter Royalty.
Pre-existing Arrangements
The Zuénoula Gold Project is subject to a pre-exisiting 1% Net Smelter Royalty in favour of Elemental Altus. This royalty will remain a JV obligation.
General Matters
Pursuant to Section 3.1(j) of Corporate Finance Policy 5.3 of the TSX Venture Exchange the Earn-In and Joint Venture Agreement is an Exempt Disposition.
CEO Commentary
"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 and the agreed US$3 Million of partner-funded Exploration Expenditures between now and April 2029 will substantially de-risk the Zuénoula Gold Project while preserving for Stellar a meaningful upside exposure in Côte d'Ivoire. It is an efficient way to advance an important asset without diverting capital from our flagship Tichka Est Gold Project in Morocco." J-Francois Lalonde, Chief Executive Officer, Stellar AfricaGold Inc.
Qualified Person
The technical information contained in this release has been reviewed and approved by Yassine Belkabir, CEng MIMMM, a Selar director and a Qualified Person under National Instrument 43-101
About Stellar AfricaGold Inc. and the Tichka Est Gold Project
Stellar AfricaGold Inc. is a Canadian precious metal exploration company focused on precious metals
in North and West Africa, with active programs in Morocco and Côte d'Ivoire. Stellar's principal
exploration projects are its advancing gold discovery at the Tichka Est Gold Project in Morocco, and its
early-stage Zuénoula Gold Project in Côte d'Ivoire which is being explored under an Earn-In and Joint Venture Agreement with MetalsGrove Pty CDI.
Stellar's Tichka Est Gold Project comprises seven permits covering an area of 82km2 located in the High Altas region of Morocco approximately 90km south of Marrakech. Under an earn-in agreement with Morocco's National Office for Hydrocarbons and Mining (ONYHM) Stellar can earn an 85% interest after incurring exploration expenditures totaling US$2.39M (C$3.5M) over three years.
To date early-stage exploration (mapping, sampling, trenching and a small first pass RC drill program) has identified three gold-bearing zones: Zone A extending over 450 meters along strike, Zone B: extending over two kilometers along strike and Zone C extending over two kilometers along strike. Additionally, regional stream sediment sampling over a 12 km2 area surrounding the three known gold zones identified numerous other metal anomalous zones that warrant further mapping and sampling. In total the following regions have been highlighted: 6 zones anomalous for gold, 5 zones anomalous for silver, 2 zones anomalous for copper and 3 zones anomalous for lead and zinc. Most areas of the seven permits have never received any modern exploration.
Stellar has an ongoing 1,500-meter diamond drill program at Tichka Est.
For more detailed information on the Tichka Est Gold Project readers are referred to Stellar's website at www.stellarafricagold.com.
The Company is listed on the TSX Venture Exchange symbol TSX.V: SPX, the Tradegate Exchange TGAT: 6YP and the Frankfurt Stock Exchange FSX: 6YP.
The Company maintains its head office in Vancouver, BC and has a representative office in Casablanca, Morocco.
Stellar's President and CEO J. François Lalonde can be contacted at +1 514-9940654 or by email at lalondejf@stellarafricagold.com
Additional information is available on the Company's website at www.stellarafricagold.com .
On Behalf of the Board
J. François Lalonde
President & CEO
This news release contains "forward-looking statements" within the meaning of applicable Canadian securities laws, including statements regarding the grant of PSUs, the potential vesting of such PSUs upon the achievement of future production milestones, the issuance of common shares of the Company upon settlement of vested PSUs, and the acceptance of the TSX Venture Exchange.
Forward-looking statements are based on expectations, estimates and projections as at the date of this news release and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied. Such risks and uncertainties include, but are not limited to, the Company not achieving the production milestones described herein, changes in business plans or commodity prices, failure to obtain regulatory approvals, and the risk factors described in the Company's most recent Management's Discussion and Analysis and Annual Information Form, which are available on SEDAR+ at www.sedarplus.ca .
Forward-looking statements are not guarantees of future performance and should not be unduly relied upon. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements contained herein.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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