Mr. J. Francois Lalonde reports

STELLAR AFRICAGOLD SIGNS EARN-IN AND JOINT VENTURE AGREEMENT TO ADVANCE ZUENOULA GOLD PROJECT COTE D'IVOIRE

Aucrest Sarl, Stellar AfricaGold Inc.'s wholly owned subsidiary in Ivory Coast, entered into an earn-in and joint venture agreement on Dec. 5 with Australian Securities Exchange-listed MetalsGrove Mining Ltd. subsidiary, MetalsGrove CDI Pty. Ltd., to advance Stellar's 395.78-square-kilometre early-stage exploration permit called the Zuenoula gold project in Ivory Coast.

Summary of material earn-in and joint venture terms

Cash payments

MetalsGrove shall pay to Aucrest $50,000 (U.S.) 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 $1-million (U.S.) in cash upon the Zuenoula gold project achieving a Joint Ore Reserves Committee-compliant gold resource of one million ounces with at least 500,000 ounces in the indicated category.

Management and governance

Exploration of the Zuenoula gold project will be directed by a joint management committee composed of two representatives from Stellar or Aucrest and two representatives from MetalsGrove. During the period while MetalsGrove is sole financing exploration activities or has a contributing joint venture interest of greater than 50 per cent, it shall nominate the chairman, who has a casting vote on the management committee. During the period, the parties each hold a 50-per-cent JV interest and are contributing to exploration expenditures, and the chairmanship shall rotate between the parties on an annual basis.

MetalsGrove shall be the operator of the Zuenoula gold project during the period it is sole financing exploration. The project operator shall receive a fee equal to 5 per cent of agreed exploration expenditures.

Earn-in structure and joint venture equity

MetalsGrove is required to incur a minimum of $150,000 (U.S.) of exploration expenditures by April 16, 2026.

MetalsGrove may incur a further $1-million (U.S.) of exploration expenditures by July 16, 2027, to maintain its interest in the JV.

MetalsGrove may incur an additional $2-million (U.S.) of exploration expenditures by April 16, 2029, to acquire a vested 50-per-cent interest in the JV.

If MetalsGrove elects to withdraw from the earn-in before earning a 50-per-cent vested interest, then it shall retain no interest in the JV or the Zuenoula gold project.

If MetalsGrove achieves its 50-per-cent vested interest in the JV, then Aucrest shall elect to either: (a) co-finance the JV exploration expenditures on an equal basis with MetalsGrove; or (b) offer MetalsGrove the opportunity to increase its ownership in the JV by continuing its sole financing of exploration expenditures by an additional $3-million (U.S.) to increase its JV interest to 80 per cent. If, at any time, Metals Grove elects not to sole finance the full amount of the additional $3-million (U.S.), then MetalsGrove shall retain only its previously vested 50-per-cent 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 per cent, that interest shall be converted to a 1-per-cent net smelter royalty.

Pre-existing arrangements

The Zuenoula gold project is subject to a pre-existing 1-per-cent 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.

Chief executive officer commentary

"We are pleased to have MetalsGrove join us in the exploration of the early-stage Zuenoula gold project. The earn-in and joint venture agreement and the agreed $3-million (U.S.) of partner-funded exploration expenditures between now and April, 2029, will substantially derisk the Zuenoula gold project while preserving for Stellar a meaningful upside exposure in Cote d'Ivoire. It is an efficient way to advance an important asset without diverting capital from our flagship Tichka Est gold project in Morocco," said J. Francois Lalonde, chief executive officer, Stellar AfricaGold.

Qualified person

The technical information contained in this release has been reviewed and approved by Yassine Belkabir, CEng, MIMMM, a Selar director, a qualified person under National Instrument 43-101.

About Stellar AfricaGold Inc. and the Tichka Est gold project

Stellar AfricaGold is a Canadian precious metal exploration company focused on precious metals in 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 Zuenoula gold project in Ivory Coast, 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 82 square kilometres located in the High Altas region of Morocco approximately 90 kilometres south of Marrakesh. Under an earn-in agreement with Morocco's National Office for Hydrocarbons and Mining, Stellar can earn an 85-per-cent interest after incurring exploration expenditures totalling $2.39-million (U.S.) ($3.5-million (Canadian)) over three years.

To date, early-stage exploration (mapping, sampling, trenching and a small first-pass reverse circulation drill program) has identified three gold-bearing zones: Zone A extending over 450 metres along strike, Zone B: extending over two kilometres along strike and Zone C extending over two kilometres along strike. Additionally, regional stream sediment sampling over a 12-square-kilometre 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: six zones anomalous for gold, five zones anomalous for silver, two zones anomalous for copper, and three zones anomalous for lead and zinc. Most areas of the seven permits have never received any modern exploration.

Stellar has a continuing 1,500-metre diamond drill program at Tichka Est.

The company is listed on the TSX Venture Exchange under the symbol SPX, on the Tradegate Exchange under the symbol 6YP and on the Frankfurt Stock Exchange under the symbol 6YP.

The company maintains its head office in Vancouver, B.C., and has a representative office in Casablanca, Morocco.

We seek Safe Harbor.