Vancouver, BC — December 9, 2025 — Leads & Copy — Stellar AfricaGold Inc. (TSXV:SPX) has announced that its wholly-owned Ivorian subsidiary, Aucrest SARL, has entered into an Earn-in and Joint Venture (JV) Agreement with MetalsGrove CDI Pty Ltd, a subsidiary of Australian Stock Exchange-listed MetalsGrove Mining Ltd, to advance Stellar’s Zuénoula Gold Project in Côte d’Ivoire.
The Zuénoula Gold Project covers 395.78 square kilometers and is currently in the early stages of exploration.
MetalsGrove will pay Aucrest US$50,000 upon execution of the agreement to secure exclusivity and initiate the joint arrangement. An additional US$1,000,000 will be paid to Aucrest upon the Zuénoula Gold Project achieving a JORC compliant gold resource of 1,000,000 ounces, with at least 500,000 ounces in the Indicated category.
Exploration of the Zuénoula Gold Project will be managed by a joint Management Committee consisting of two representatives from Stellar or Aucrest and two representatives from MetalsGrove. MetalsGrove will nominate the Chairman of the Management Committee during the period it is sole funding exploration activities or has a JV interest greater than 50%. The Chairman will have a casting vote.
During periods when the parties each hold a 50% JV interest and are contributing to exploration expenditures, the Chairmanship will rotate between the parties annually. MetalsGrove will be the Operator of the Zuénoula Gold Project while it is sole-funding exploration and will receive a fee equal to 5% of agreed Exploration Expenditures.
MetalsGrove is required to incur a minimum of US$150,000 in Exploration Expenditures by April 16, 2026. To maintain its interest in the JV, MetalsGrove may incur a further US$1,000,000 in Exploration Expenditures by July 16, 2027. MetalsGrove may incur an additional US$2,000,000 in Exploration Expenditures by April 16, 2029, to acquire a vested 50% interest in the JV.
If MetalsGrove withdraws from the Earn-in before earning a 50% vested interest, it will retain no interest in the JV or the Zuénoula Gold Project. If MetalsGrove achieves its 50% vested interest, Aucrest can either co-fund the JV Exploration Expenditures on an equal basis with MetalsGrove or offer MetalsGrove the opportunity to increase its ownership in the JV by continuing to solely fund Exploration Expenditures by an additional US$3,000,000 to increase its JV interest to 80%.
If MetalsGrove elects not to solely fund the full amount of the additional US$3,000,000, it will retain only its previously vested 50% joint venture interest. When both parties are contributing to Exploration Expenditures, if a party stops contributing, its JV interest will be diluted pursuant to an industry-standard formula. If either party’s JV interest falls below 10%, that interest will be converted to a 1% Net Smelter Royalty.
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.
J-Francois Lalonde, Chief Executive Officer, Stellar AfricaGold Inc. can be contacted at +1 514-9940654 or by email at lalondejf@stellarafricagold.com
Source: Stellar AfricaGold Inc.
