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VICTORIA, BRITISH COLUMBIA — 24 February 2025 — Southstone Minerals Limited (“Southstone”) (TSXV – SML) is pleased to announce that, further to its news release dated 18 February 2025, it has received conditional approval from the TSX Venture Exchange (“TSXV”) for its acquisition of Afrium Energy Pte. Ltd. (“Afrium”), a private Singapore corporation, which is the holder of 100% of two private subsidiaries, Afrium Energy Botswana (Pty) Ltd. and Copper Falcon Botswana (Pty) Ltd., that collectively hold three uranium Prospecting Licenses (the “Licenses”) in the Republic of Botswana (the “Transaction”).

Final approval of the Transaction is subject to Southstone fulfilling certain material requirements, including:

1. The independent National Instrument 43-101 (“NI 43-101”) Technical Report on the Lekobolo Project has been filed with the TSXV and is currently under review.
2. Submission of a financial plan demonstrating that Southstone has the necessary financial resources to complete the Transaction, meet property obligations for a minimum of six months, and fund the first stage of any recommended work program;
3. Audited financial statements for Afrium;
4. Personal Information Forms (PIFs) for any new insiders;
5. TSXV review of the 2,000,000 common share finder’s fee payable to James Ward;
6. Submission of a title opinion confirming Afrium’s ownership and authority to sell or option the Licenses;
7. Compliance with Policy 3.3 – Timely Disclosure, including issuing status updates with the 30 and 90 day timelines until closing;
8. Issuance of a closing news release as a condition for final approval.

Southstone is also pleased to announce that it has set the date for its annual shareholder meeting for 30 April 2025, with a record date of 18 March 2025. This action is taken in response to TSXV Policy 3.2, Section 4.1 compliance requirements, as Southstone’s last annual shareholder meeting was held in June 2022.

ON BEHALF OF THE BOARD OF DIRECTORS OF SOUTHSTONE MINERALS LIMITED

Terry L. Tucker, P.Geo.

Executive Chairman

For additional information, please contact Terry L. Tucker 078 953 3707 or  info@southstoneminerals.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. Capitalized terms used herein that have not been defined have the same meanings ascribed in the policies of the TSXV.

Forward-Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian and U.S. securities laws. Forward-looking information includes, but is not limited to, statements regarding:

• The anticipated benefits of the Transaction;
• The expected ownership structure following the completion of the Transaction;
• The Company’s strategic growth, operational efficiency, and development plans for Oena Diamond Mine and the Licenses;
• The potential creation of a diversified resource portfolio, including uranium exploration opportunities;
• The ability to satisfy TSXV and other regulatory approval conditions;
• The timeline for completion of the Transaction and associated financings;
• The completion and approval of the NI 43-101 Technical Report as required by TSXV.

 

Forward-looking statements are often identified by words such as “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential,” “may,” “will,” “should,” “could,” “would,” and similar expressions. These statements reflect management’s current expectations and are based on information available as of the date of this release.

Caution Regarding Forward-Looking Information:

All forward-looking statements involve risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to:

• The ability to obtain necessary regulatory, shareholder, and third-party approvals;
• The risk that the Transaction may not be completed as proposed or at all;
• Market conditions affecting the availability and terms of financing;
• Fluctuations in commodity prices and exchange rates;
• Political, regulatory, and operational risks associated with mining activities in Botswana and other jurisdictions;
• Exploration risks, including the ability to confirm historical data and define NI 43-101 compliant resources;
• The potential for unforeseen delays or changes in project plans;
• TSXV-imposed additional conditions that may affect final approval;
• The Company’s reliance on key management and operational personnel.

No Assurance of Completion:

There can be no assurance that the Transaction will be completed on the terms described herein or at all. The Transaction may be modified, restructured, or terminated, and the strategic benefits anticipated from the Transaction may not be realized as expected. Additionally, if the Transaction is not completed, Southstone may face risks related to the diversion of management attention and the allocation of resources, which could adversely affect its current operations.

Forward-Looking Information Disclaimer:

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Southstone disclaims any obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by law.

A comprehensive discussion of risks and uncertainties that may affect Southstone can be found in its public filings available at http://www.sedarplus.ca.