Vancouver, September 6, 2018 – John Cumming, President and Chief Executive Officer of Stellar AfricaGold Inc., (TSX-V: SPX) (“Stellar” or the “Company”) announces:
OPAWICA SALE CLOSED IN ESCROW
Further to the Company’s June 28 and August 9, 2018 news releases, Stellar and Mosaic Minerals Inc. (“Mosaic”) have closed the sale of the Opawica Gold Project in escrow. Final closing and release from escrow will follow shareholder approval at Stellar’s October 31, 2018 Annual General Meeting scheduled.
ABOUT THE OPAWICA SALE
As previously stated, Stellar’s decision to focus exclusively in Guinea and in particular on its gold exploration and development at Balandougou dictated that Stellar divest of all non-core assets. To best monetize its remaining non-core asset Stellar agreed to sell Opawica to Mosaic for $360,000 to be paid by the issuance of 7,200,000 shares of Mosaic issued at a deemed price of $0.05 per share, plus a 2% Net Smelter Return royalty (“NSR”) one-half of which may be purchased by Mosaic for $1,000,000. The $0.05 share price was based upon the issue price of the Concurrent Mosaic Financing (as defined below).
The 7,200,000 Mosaic shares purchase consideration represents a 100% recovery of Stellar’s $360,000 of historical exploration expenditures, while the 2% NSR provides a potential long-term upside benefit for Stellar shareholders if a discovery is made.
The Opawica Transaction is being closed in two stages. Mosaic has confirmed that it has completed concurrent equity financing of over $200,000 at pricing equivalent to the purchase consideration shares ($0.05 per share) and the first stage closing into escrow is complete. The final closing is conditional upon shareholder approval at the October 31, 2018 Stellar Annual General Meeting and providing final documents to the TSX-V.
Mosaic is a privately held company currently 100% owned by Maurice Giroux and John Cumming, both directors of Stellar. After completion of the Opawica Transaction and the Mosaic Concurrent Financing, Maurice Giroux and John Cumming will be minority shareholders of Mosaic.
The Opawica Transaction constitutes a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 as two directors of the Company currently control Mosaic. The Company relied upon exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Opawica Transaction does not exceed 25 per cent of the market capitalization of the Company, as determined in accordance with MI 61-101.
