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

Core Viewpoint - Stellar AfricaGold Inc. has entered into an Earn-in and Joint Venture Agreement with MetalsGrove Mining Ltd to advance the Zuénoula Gold Project in Côte d'Ivoire, which covers an area of 395.78 square kilometers [1]. Cash Payments - MetalsGrove will pay Stellar's subsidiary Aucrest US$50,000 upon execution of the agreement to secure exclusivity and initiate the joint arrangement [2]. - An additional payment of US$1,000,000 will be made once the Zuénoula Gold Project achieves a JORC compliant gold resource of 1,000,000 ounces, with at least 500,000 ounces in the Indicated category [2]. Management & Governance - A joint Management Committee will oversee the exploration, consisting of two representatives from each company [3]. - MetalsGrove will nominate the Chairman while it is sole funding exploration activities or holds a greater than 50% interest, with the Chairmanship rotating annually when both parties hold a 50% interest [3]. Operator and Exploration Expenditures - MetalsGrove will act as the Operator of the Zuénoula Gold Project while it is sole-funding exploration, receiving a fee of 5% of agreed Exploration Expenditures [4]. - MetalsGrove must incur a minimum of US$150,000 in Exploration Expenditures by April 16, 2026, and may incur an additional US$1,000,000 by July 16, 2027, to maintain its interest [4]. Earn-in Structure - To acquire a 50% vested interest in the JV, MetalsGrove must incur an additional US$2,000,000 in Exploration Expenditures by April 16, 2029 [5]. - If MetalsGrove withdraws before earning a 50% interest, it will retain no interest in the JV or the project [5]. Joint Venture Interests - Upon achieving a 50% vested interest, Aucrest can either co-fund exploration expenditures or allow MetalsGrove to increase its ownership to 80% by funding an additional US$3,000,000 [6]. - If either party ceases contributing to Exploration Expenditures, its interest will be diluted according to industry standards [7]. Pre-existing Arrangements - The Zuénoula Gold Project is subject to a pre-existing 1% Net Smelter Royalty in favor of Elemental Altus, which will remain a JV obligation [7]. CEO Commentary - The CEO expressed satisfaction with the partnership, highlighting that the agreement and the US$3 million in partner-funded exploration expenditures will de-risk the project while allowing Stellar to maintain exposure to potential upside in Côte d'Ivoire [9].