SPX.V · 2022-06-01 12:00:00

Stellar AfricaGold Announces Closing of First Tranche Private Placement Financing

Financings

VANCOUVER, BC – June 1, 2022 – Stellar AfricaGold Inc. (“Stellar” or the “Company”)

announces that it has received Conditional Approval from the TSX-V and has closed the first

tranche of a private placement financing issuing 8,840,000 units (the “Units”) at a price of $0.06

per Unit for gross proceeds of $530,400 (the “Private Placement”). Each Unit is comprised of one

common share in the capital of the Company and one share purchase warrant (each a “Warrant”).

Each Warrant will entitle the holder thereof to acquire one common share at a price of $0. 15 for

a period of two years from the date of issuance.

In addition, t he Company issued 437,667 finder warrants (each a “Finder Warrant”) and paid

$32,260 in cash to arm’s length finders in connection with the financing. Each Finder Warrant will

entitle the holder thereof to acquire one common share at a price of $0. 15 for a period of two

years from the date of issuance.

All securities in this Private Placement will be subject to a four -month and one day hold period

from the date of issuance.

The net proceeds of the financing will be used : a) for the upcoming Phase 1 drilling program at

the Company’s Tichka Est Gold Project, Morocco, b) to continue exploration on other areas of the

Tichka Est Gold Project and on the Namarana Gold Project in Mali and c) for general corporate

purposes.

For additional information please contact:

J. François Lalonde, President and CEO

Ph: 514-994-0654

www.stellarafricagold.com

Cautionary Notes

This press release includes certain statements that may be deemed “forward-looking statements”, including statements

regarding the intention to undertake a private placement transaction. All statements in this release, other than

statements of historical facts, that address future events or developments that the Company expects, are forward

looking statements. Although the Company believes the expectations expressed in such forward -looking statements

are based on reasonable assumptions, such statements are not guarantees of future performance and actual events

or developments may differ materially from those in forward-looking statements. Such forward -looking statements

necessarily involve known and unknown risks and uncertainties, which may cause Stellars’ actual performance and

financial results in future periods to differ materially from any projections of future performance or results expressed or

implied by such forward -looking statements. These risks and uncertainties include, among other things, Stellar not

completing the proposed financing or not securing additional funds for its working capital needs to continue as a going

concern; Stellar failing to identify or complete a transaction (or series of transactions) that results in Stellar expanding

upon its business activities; or Stellar failing to identify investors for some or all of its proposed private placement

transaction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in t he policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.