Stellar AfricaGold Announces Debt Settlement and Grants Incentive Stock Options

DEBT SETTLEMENT

The Company proposes to issue an aggregate of 3,950,060 common shares in the capital of the Company at an agreed price of $0.05 per share to settle approximately $197,503 in debt (the "Debt Settlement") with two creditors.

The board of directors and management of the Company believe that the proposed Debt Settlement transaction is in the best interests of the Company insofar as it allows the Company to allocate a greater portion of its cash on hand for exploration and general working capital.

The Debt Settlement is subject to receipt of TSX Venture Exchange approval. Common shares issued pursuant to the Debt Settlement will be subject to a statutory four-month and one day hold period from the date of issuance in accordance with Canadian Securities Law and the policies of the TSX Venture Exchange

MI 61-101 Disclosure

One Insider of the Company will be participating in the Debt Settlement and is a related party of the Company pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Related party involvement in the Debt Settlement constitutes a "related party transaction". The Company expects to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to Sections 5.5(a) and 5.7(1)(a) respectively, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Debt Settlement, insofar as it involves interested parties, exceeds 25 per cent of the Company's market capitalization.

STOCK OPTIONS

The Company also announces that it has granted an aggregate of 1,200,000 incentive stock options to certain directors and officers of the Company. The options are exercisable at a price $0.065 per share until September 17, 2029, and are granted pursuant to the Company's Stock Option Plan which was approved by Shareholders on December 31, 2023.

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: 6YP1 and the Frankfurt Stock Exchange FSX: 6YP1.

The Company has its head officed in Vancouver, BC and has a representative office in Casablanca, Morocco.

Stellar's principal exploration projects are the Company's recently granted, highly prospective 395.8 square kilometer Zuénoula gold exploration permit in Côte d'Ivoire and its advancing 82 square kilometre Tichka Est Gold Project in Morocco for which the extension to the earn-in option is currently being negotiated with ONYHM, the National Office of Hydrocarbons and Mines, 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

President & Director

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.

Disclaimer & Forward-Looking Statements:

This release contains certain "forward-looking information" under applicable Canadian securities laws in relation to debt settlements. 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. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the Debt Settlement will not be approved or completed. 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 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

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