Mr. Francois Lalonde reports
STELLAR AFRICAGOLD ANNOUNCES $4 MILLION PRIVATE PLACEMENT OFFERING
Stellar AfricaGold Inc. has arranged a proposed non-brokered private placement of units to raise aggregate gross proceeds of up to $4-million through the issuance of up to 22,222,222 units of the company at a price of 18 cents per unit. Each unit will consist of one common share of the company and one-half of one transferable common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the company at a price of 28 cents for a period of 36 months from the date of issuance.
The offering is expected to close on or about Oct. 30, 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.
Proceeds from the offering will be allocated toward financing ongoing exploration efforts at the company's Tichka Est gold project in Morocco, the Zuenoula gold property in the Ivory Coast, and for general corporate purposes and working capital.
All securities issued under this offering will be subject to a statutory hold period of four months and one day from the closing date, in accordance with applicable Canadian securities laws. The company may, in its discretion, pay finders' fees in cash and/or warrants to eligible arm's-length parties in connection with the offering, as permitted by applicable laws and TSX-V policies.
Insiders of the company may participate in the offering. Any such participation would constitute a related party transaction under Multilateral Instrument 61-101 --
Protection of Minority Security Holders in Special Transactions. The company expects that any insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the securities subscribed for will not exceed 25 per cent of the company's market capitalization.
About Stellar AfricaGold Inc.
Stellar AfricaGold is a Canadian precious metal
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exploration company focused on North and West Africa, with active programs in Morocco and Ivory Coast. 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 Ivory Coast.
The company is listed on the TSX Venture Exchange, the Tradegate Exchange
and the Frankfurt Stock Exchange.
The company maintains its head office in Vancouver, B.C., and has a representative office in Casablanca, Morocco.
The technical content of this press release has been reviewed and approved by M. Yassine Belkabir, MScDIC, CEng, MIMMM, a Stellar director and a qualified person as defined in National Instrument 43-101.
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