Stellar AfricaGold Inc. — Capital/Financing Update 2025

Apr 1, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT

ITEM 1. NAME AND ADDRESS OF COMPANY
Stellar AfricaGold Inc. (the "Issuer")
4908 Pine Crescent
Vancouver, BC V6M 3P6

ITEM 2. DATE OF MATERIAL CHANGE
April 1, 2025

ITEM 3. NEWS RELEASE
The news release was disseminated through the facilities of TheNewswire and filed on SEDAR+ on April 1, 2025.

ITEM 4. SUMMARY OF MATERIAL CHANGE
The Issuer announced the closing of a non-brokered private placement of 11,700,000 common shares for gross proceeds of $1,170,000.

ITEM 5. FULL DESCRIPTION OF MATERIAL CHANGE
On April 1, 2025, the Issuer announced the final closing of the non-brokered private placement offering (the "Offering") initially announced on February 18, 2025. The Company has issued an additional 1,400,000 common shares (each a "Share"), increasing the total issuance from 10,300,000 Shares announced on March 17, 2025 to 11,700,000 Shares at a price of $0.10 per Share, for aggregate gross proceeds of $1,170,000. The proceeds from the Offering will be used for exploration at the Company's advancing gold discovery at the Tichka Est Gold Project in Morocco, further exploration at the Company's Zuénoula Gold Project in Côte d'Ivoire, and for general corporate purposes. Three Directors of the Company participated in the Offering, contributing $140,000. Advisory services were provided by 3L Capital Inc.

In accordance with applicable securities laws all Shares are subject to a statutory hold period of four months plus one day from the date of issuance.

ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not Applicable.

ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been omitted.

ITEM 8. EXECUTIVE OFFICER
Contact: J. Francios Lalonde, President
Telephone: (514) 994-0654

ITEM 9. DATE OF REPORT - April 1, 2025