Stellar AfricaGold Announces Proposed Private Placement of Units

Vancouver, August 20, 2024 - Stellar AfricaGold Inc. (TSX-V: SPX, FSE: 6YP1 FSX: 6YP1) ("Stellar" or the "Company") is pleased to announce that, subject to TSX Venture Exchange (the "Exchange") acceptance, the Company intends to complete a non-brokered private placement of up to 12,000,000 units ("Units") to be issued at a price of $0.05 per Unit for gross proceeds up to $600,000 (the "Private Placement"). Each Unit will be comprised of one common share (each a "Share") and one transferable common share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share at a price of $0.08 for a period of three (3) years from issuance. The Warrants will contain a proviso restricting the exercise of the Warrant if, at the time of exercise, the exercise would result in the creation of a new Insider or Control Person, as defined by Exchange policies.

Proceeds received from the Private Placement will be used to commence a program of community engagement and mapping and sampling on the Company's Zuénoula gold exploration permit in Côte d'Ivoire with a view to identifying areas of interest for future drilling programs, to settle certain debts of the Company and for general working capital purposes provided however that management of the Company may alter the use of proceeds from time to time as corporate circumstances may dictate.

All securities will be subject to a statutory hold period of four months and one day from issuance.

The proposed private placement is fully subscribed with officers and directors of the Company intending to subscribe for a total of 4,000,000 units of the private placement. The participation of officers and directors of Stellar in the private placement is considered a "related party transaction" and the Company will rely on the exemption from the formal valuation and minority shareholder approval requirements within Multilateral Instrument 61-101 ("MI 61-101") specifically Section 5.5(b) 'Issuer Not Listed on Specified Markets" and 5.7(b) 'Fair Market Value Not More Than $2,500,000'.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Stellar AfricaGold Inc.

Stellar AfricaGold Inc. is a Canadian precious metal exploration company listed on the TSX Venture Exchange (TSXV: SPX), the Tradegate Exchange (TGAT: 6YP1) and the Frankfurt Stock Exchange (FSX: 6YP1).

Stellar's principal exploration projects are its advancing gold discovery at the 82 square kilometre Tichka Est Gold Project in Morocco, the earn-in option for which is still in extension negotiations with ONYHM, and the recently granted, highly prospective 395.8 square kilometer Zuénoula gold exploration permit in Côte d'Ivoire

The Company is head officed in Vancouver, British Columbia. The Company also has a representative office in Casablanca, Morocco.

Stellar's President and CEO J. François Lalonde can be contacted at 514-994-0654 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

This release contains certain "forward-looking information" under applicable Canadian securities laws concerning the Arrangement. Forward-looking information reflects the Company's current internal expectations or beliefs and is based on information currently available to the Company. In some cases forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "projects", "potential", "scheduled", "forecast", "budget" or the negative of those terms or other comparable terminology. Many of these assumptions are based on factors and events that are not within the control of the Company, and there is no assurance they will prove to be correct or accurate. Risk factors that could cause actual results to differ materially from those predicted herein include, without limitation: that the remaining conditions to the Arrangement will not be satisfied; that the business prospects and opportunities of the Company will not proceed as anticipated; changes in the global prices for gold or certain other commodities (such as diesel, aluminum and electricity); changes in U.S. dollar and other currency exchange rates, interest rates or gold lease rates; risks arising from holding derivative instruments; the level of liquidity and capital resources; access to capital markets, financing and interest rates; mining tax regimes; ability to successfully integrate acquired assets; legislative, political or economic developments in the jurisdictions in which the Company carries on business; operating or technical difficulties in connection with mining or development activities; laws and regulations governing the protection of the environment; employee relations; availability and increasing costs associated with mining inputs and labour; the speculative nature of exploration and development; contests over title to properties, particularly title to undeveloped properties; and the risks involved in the exploration, development and mining business. Risks and unknowns inherent in all projects include the inaccuracy of estimated reserves and resources, metallurgical recoveries, capital and operating costs of such projects, and the future prices for the relevant minerals.

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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