Vancouver, September 17, 2024– Stellar AfricaGold Inc. (TSX-V: SPX, FSE: 6YP1 FSX: 6YP1) (“Stellar” or the “Company“) is pleased to announce that the Company has closed a non-brokered private placement of 12,000,000 units (“Units”) at a price of $0.05 per Unit for gross proceeds of $600,000 (the “Private Placement”). Each Unit is comprised of one common share (each a “Share”) and one transferable common share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to acquire one additional Share at a price of $0.08 for a period of three (3) years from issuance. No commissions or finders’ fees were paid in connection with this Private Placement.
The Warrants include a restriction on exercise that will prevent the holder thereof from exercising the Warrants if, at the time of exercise, it would result in the creation of a new Insider or Control Person, as defined under TSXV Exchange policies.
The net proceeds received from the Private Placement will be used to a) settle some outstanding debt, b) commence a program of community engagement, and mapping and sampling at the Company’s Zuénoula gold exploration permit in Côte d’Ivoire with a view to identifying areas of interest for future drilling programs, and c) for general working capital purposes. Management of the Company may alter the use of proceeds from time to time as corporate circumstances may dictate.
Pursuant to Canadian securities laws all securities issued pursuant to the Private Placement are subject to a four month plus one day hold period expiring January 13, 2025.
MI 61-101 Exemptions
Due to high third-party demand for participation in this Private Placement the insider allocation was reduced from an intended $200,000 to $100,000 (2,000,000 Units) which Units were acquired by one insider of the Company. The participation by such insider is considered a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in 5.5(b) and 5.7(1)(b), respectively, of MI 61-101.
The Company has also relied on exemptions from the formal valuation and minority approval requirements of MI 61-101 contained in Subsections 5.5(g) and 5.7(g) – Financial Hardship of MI 61-101, as the Company is (i) in a situation of serious financial difficulty, (ii) the Private Placement is designed to improve the financial position of the Company, (iii) the circumstances described in Section 5.5(f) of MI 61-101 are not applicable, and (iv) the Company’s board of directors and independent directors (as such term is defined in MI 61-101) have, acting in good faith, determined that (i) and (ii) apply and the terms of the Private Placement are reasonable in the circumstances of the Company.
The Private Placement was approved by the members of the board of directors of the Company who are independent for the purposes of the Private Placement, respectively. No special committee was established in connection with the Private Placement.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the participation therein by related parties of the Company were not settled until shortly prior to closing the Private Placement and the Company wished to close on an expedited basis for sound business reasons.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Stellar AfricaGold Inc.
Stellar AfricaGold Inc. is a Canadian precious metal exploration company listed on the TSX Venture Exchange (TSXV: SPX), the Tradegate Exchange (TGAT: 6YP1) and the Frankfurt Stock Exchange (FSX: 6YP1).
Stellar’s principal exploration projects are its advancing gold discovery at the 82 square kilometre Tichka Est Gold Project in Morocco, the earn-in option for which is still in extension negotiations with ONYHM, and the recently granted, highly prospective 395.8 square kilometer Zuénoula gold exploration permit in Côte d’Ivoire.
The Company has a head officed in Vancouver, British Columbia and a representative office in Casablanca, 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 & CEO
This release contains certain “forward-looking information” under applicable Canadian securities laws concerning the private placement. 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. 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. Risks and unknowns inherent in all projects include the inaccuracy 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.
