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SPX.V ·

Stellar Announces Closing of Private Placement Financing

Financings

Stellar Announces Closing of Private Placement Financing

VANCOUVER, BC – July 5, 2022 – Stellar AfricaGold Inc. (“Stellar” or the “Company”) (TSX‐V: SPX, 

OTCQB:  STLXF,  TGAT:  6YP1,  FSE: 6YP1) announces the closing of the second and final tranche of a

private placement at $0.06 per unit. Each Unit is comprised of one common share in the capital of the

Company and one share purchase warrant (each a “ Warrant”), (the “Placement”). 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.

The first tranche closed on May 30, 2022 in which 8,840,000 Units were issued and the second tranche

closed today in which 2,206,667 Units were issued, for a total of 11,046,667 Units issued under the

Placement for gross proceeds of $662,800.02.

In connection with the Private Placement, the Company issued 680,867 finder warrants (each a “Finder

Warrant”) and paid $40,884 in cash to arm’s length finders in connection with the financing. Each Finder

Warrant will entitle the holder thereof to acquire one common s hare at a price of $0.15 for a period of

two years from the date of issuance.

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

from the date of issuance.

One Insider acquired 400,000 Units in the Placement.

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

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

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

TSX-V Final Acceptance has been requested.

About Stellar AfricaGold Inc.

Stellar AfricaGold Inc. is a Canadian precious metal exploratio n company listed on the TSX Venture

Exchange symbol TSX.V: SPX, the OTCQB® Venture Market symbol OTCQB: STLXF, the Tradegate

Exchange symbol TGAT: 6YP1 and the Frankfurt Stock Exchange FSE: 6YP1.

The Company is head officed in Vancouver, BC and maintains repr esentative offices in Montreal, QC

and Casablanca, Morocco.

Stellar’s principal exploration projects are its gold discovery at the Tichka Est Gold Project in

Morocco, and the Namarana Gold Project in Mali.

The Tichka Est Gold Project is a drill-ready grouping of seven permits covering an area of 82

km2. The Tichka Est Property lies within the High Atlas Western Domain about 80 km SSW of

the city of Marrakech. The area is accessible year-round by road to the village of Analghi located

near the mineralized gold zone.

The Namarana Gold Project in Mali is a drill-ready 52 Km2 that is 100% owned by Stellar’s Mali

subsidiary, Stellar Pacific Ma li SARL. Namarana is located 130 km NW of Bamako in the

Kankaba Circle of the Koulikoro district.

Stellar also holds three permits pending in Côte d’Ivoire.

The technical content of this press release has been reviewed a nd approved by M. Yassine Belkabir

MScDIC, CEng, MIMMM, a Stellar director and a Qualified Person as defined in NI 43-101.

Stellar’s President J. François Lalonde can be contacted at 514 -994-0654 or by email at

[email protected].

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 Com pany. 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 th e 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 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 speculativ e 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 pr ojects include the inaccura cy 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.