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

(TheNewswire)

Vancouver, BC – TheNewswire - December 9 th , 2025 - Stellar AfricaGoldInc. (TSXV: SPX ) (“Stellar” or the “Company”) is pleased toannounce that Aucrest SARL (“Aucrest”), Stellar’s wholly ownedIvorian subsidiary, has entered into an Earn-in and Joint Venture(“JV”) Agreement on Dec. 5 th withAustralian Stock Exchange listed MetalsGrove Mining Ltd subsidiary,MetalsGrove CDI Pty Ltd (MetalsGrove), to advance Stellar’s 395.78square kilometer early-stage exploration permit called the Zuénoula GoldProject in Côte d’Ivoire.

Summary of Material Earn-in and JointVenture Terms

Cash Payments

MetalsGrove shall pay to Aucrest US$50,000 in cash uponexecution of the Earn-In and Joint Venture Agreement to secureexclusivity and initiate the joint arrangement.

MetalsGrove shall pay to Aucrest an additionalUS$1,000,000 in cash upon the Zuénoula Gold Project achieving a JORC compliant gold resource of 1,000,000 ounceswith at least 500,000 ounces in the Indicated category.

Management & Governance

Exploration of the Zuénoula Gold Project will bedirected by a joint Management Committee comprised of tworepresentatives from Stellar or Aucrest and two representatives fromMetalsGrove. During the period while MetalsGrove is sole fundingexploration activities or has a contributing JV interest of greaterthan 50% it shall nominate the Chaiman, who has a casting vote on theManagement Committee. During the period the parties each hold a 50% JVinterest and are contributing to exploration expenditures, theChairmanship shall rotate between the Parties on an annual basis.

MetalsGrove shall be the Operator of the Zuénoula GoldProject during the period it is sole-funding exploration. The projectOperator shall receive a fee equal to 5% of agreed ExplorationExpenditures.

Earn-in Structure and Joint VentureEquity

MetalsGrove is required to incur a minimum ofUS$150,000 ofExploration Expenditures by 16 April2026.

MetalsGrove may incur a further US$1,000,000 ofExploration Expenditures by 16 July 2027 to maintain its interest inthe JV.

MetalsGrove may incur an additional US$2,000,000 ofExploration Expenditures by 16 April 2029 to acquire a vested 50%interest in the JV.

If MetalsGrove elects to withdraw from the Earn-inbefore earning a 50% vested interest then it shall retain no interestin the JV or Zuénoula Gold Project.

If Metals Grove achieves its 50% vested interest in theJV then Aucrest shall elect to either a) co-fund the JV ExplorationExpenditures on an equal basis with MetalsGrove or b) offerMetalsGrove the opportunity to increase is ownership in the JV bycontinuing its sole funding of Exploration Expenditures by anadditional US$3,000,000 to increase its JV interest to 80%. If at anytime Metals Grove elects not to sole fund thefull amount of the additional US$3,000,000 then MetalsGrove shallretain only its previously vested 50% joint venture interest.

When both parties are contributing to ExplorationExpenditures, if a party ceases contributing, its JV interest shall bediluted pursuant to an industry standard formula. If either party’sJV 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 apre-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 Policy5.3 of the TSX Venture Exchange the Earn-In and Joint VentureAgreement is an Exempt Disposition.

CEOCommentary

“We are pleased to have MetalsGrove join us in theexploration of the early-stage Zuénoula GoldProject. The Earn-In and Joint Venture Agreement and the agreed US$3Million of partner-funded Exploration Expenditures between now andApril 2029 will substantially de-risk the Zuénoula Gold Project whilepreserving for Stellar a meaningful upside exposure in Côted’Ivoire. It is an efficient way to advance an important assetwithout diverting capital from our flagship Tichka Est Gold Project inMorocco." J-Francois Lalonde, ChiefExecutive Officer, Stellar AfricaGold Inc.

Qualified Person

The technical information contained in this release hasbeen reviewed and approved by Yassine Belkabir, CEng MIMMM, a Selardirector and a QualifiedPerson under National Instrument 43-101

About Stellar Africagold Inc. and theTichka Est Gold Project

Stellar AfricaGold Inc. is a Canadian precious metalexploration company focused on precious metals

in North and West Africa, with active programs inMorocco and Côte d’Ivoire. Stellar’s principal

exploration projects are its advancing gold discoveryat the Tichka Est Gold Project in Morocco, and its

early-stage Zuénoula Gold Project in Côte d’Ivoirewhich is being explored under an Earn-In and Joint Venture Agreementwith MetalsGrove Pty CDI.

Stellar’s Tichka Est Gold Project comprises sevenpermits covering an area of 82km2 located in the High Altas region ofMorocco approximately 90km south of Marrakech. Under an earn-inagreement with Morocco’s National Office for Hydrocarbons and Mining(ONYHM) Stellar can earn an 85% interest after incurring explorationexpenditures 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 identifiedthree gold-bearing zones: Zone A extending over 450 meters alongstrike, Zone B: extending over two kilometers along strike and Zone Cextending over two kilometers along strike. Additionally, regionalstream sediment sampling over a 12 km2 area surrounding the threeknown gold zones identified numerous other metal anomalous zones thatwarrant further mapping and sampling.  In total the following regionshave been highlighted: 6 zones anomalous for gold, 5 zones anomalousfor silver, 2 zones anomalous for copper and 3zones anomalous for lead and zinc. Most areas of the seven permitshave never received any modern exploration.

Stellar has an ongoing 1,500-meter diamond drillprogram at Tichka Est.

For more detailed information on the Tichka Est GoldProject readers are referred to Stellar’s website atwww.stellarafricagold.com.

The Company is listed on the TSX Venture Exchangesymbol TSX.V: SPX, the Tradegate Exchange TGAT: 6YP and the FrankfurtStock Exchange FSX: 6YP.

The Company maintains its head office in Vancouver, BCand has a representative office in Casablanca, Morocco.

Stellar’s President and CEO J. François Lalonde canbe contacted at +1 514-9940654 or by email at lalondejf@stellarafricagold.com

Additional informationis 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-lookingstatements” within the meaning of applicable Canadian securitieslaws, including statements regarding the grant of PSUs, the potentialvesting of such PSUs upon the achievement of future productionmilestones, the issuance of common shares of the Company uponsettlement of vested PSUs, and the acceptance of the TSX VentureExchange.

Forward-looking statements are based onexpectations, estimates and projections as at the date of this newsrelease and are subject to known and unknown risks, uncertainties andother factors that may cause actual results or events to differmaterially from those expressed or implied. Such risks anduncertainties include, but are not limited to, the Company notachieving the production milestones described herein, changes inbusiness plans or commodity prices, failure to obtain regulatoryapprovals, and the risk factors described in the Company’s mostrecent Management’s Discussion and Analysis and Annual InformationForm, which are available on SEDAR+ at www.sedarplus.ca .

Forward-looking statements are not guarantees offuture performance and should not be unduly relied upon. Except asrequired by law, the Company undertakes no obligation to update orrevise any forward-looking statements contained herein.

Neither the TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.

Copyright (c) 2025 TheNewswire - All rights reserved.