Stellar Africagold Annouces Non-Brokered Private Placement

(via TheNewswire)

Vancouver, British Columbia – TheNewswire - February 18, 2025 – Stellar AfricaGold Inc. (TSX-V: SPX) ("Stellar" or the "Company") is pleased announce a non-brokered private placement offering (the "Offering") of up to 15,000,000 common shares (each a "Share") at a price of $0.10 per Share, for gross proceeds of up to $1,500,000.

The Private Placement is scheduled to close on or about February 28, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the “TSX-V”).

The proceeds from the Offering will be allocated towards financing exploration efforts at the Company’s Tichka Est Gold Project in Morocco, the Zuénoula gold property in the Ivory Coast, and for general corporate purposes and working capital.

All shares issued under this Offering will be subject to a mandatory investment hold period of four months plus one day from the date of issuance, in accordance with applicable securities laws.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the 1933 Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT STELLAR AFRICAGOLD INC.

Stellar AfricaGold Inc. is a Canadian precious metal exploration company 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 principal exploration projects are its advancing gold discovery at the Tichka Est Gold Project in Morocco, and its early-stage exploration Zuenoula Gold Project in Côte d’Ivoire.

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

J. François Lalonde

President & CEO

Forward-looking statements, by their nature, are based on assumptions and are subject to known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the forward-looking statement will not occur. The forward-looking statements in this press release speak only as of the date hereof and reflect several material factors, expectations, and assumptions. Undue reliance should not be placed on any predictions or forward-looking statements as these may be affected by, among other things, changing external events and general uncertainties of the business. A discussion of the material risks applicable to us can be found in our current Management Discussion and Analysis and Annual Information Form, each of which have been or will be filed on SEDAR+ and can be accessed at www.sedarplus.ca. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and we disclaim any intention and assume no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Although the Company believes that any beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. The Company does not assume any liability for disclosure relating to any other company mentioned herein.

Risks and uncertainties about the Company’s business are more fully discussed in the Company’s disclosure materials, including its reports filed with the Canadian securities regulators and which can be obtained from www.sedarplus.com.

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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