Dark Star amends Bleasdell project acquisition

Executive Summary

• Dark Star Minerals Inc. has entered into an amendment agreement with vendors Evan Bell and David Langlais regarding the acquisition of the 100% interest in the Bleasdell project mineral claims.
• The amendment modifies the aggregate consideration, setting the total cash payment at $200,000 and the total equity issuance at 6.5 million common shares, with specific payment and issuance schedules tied to exchange acceptance and a six-month period.
• The transaction includes a 2.0% net smelter return (NSR) royalty granted to the vendors and remains subject to Canadian Securities Exchange approval.

Key Details

• Transaction Target: 100% legal and beneficial right, title, and interest in the Bleasdell project mineral claims.
• Counterparties: Evan Bell and David Langlais (vendors).
• Cash Consideration: Total aggregate cash of $200,000, structured as follows:
  • $25,000 already paid within five days of the non-binding letter of intent (March 31, 2025).
  • $75,000 payable within 15 days of receipt of exchange acceptance.
  • $100,000 payable six months from the date of the amendment agreement.
• Equity Consideration: Total aggregate issuance of 6.5 million common shares, structured as follows:
  • 5.0 million shares issued within 15 days of receipt of exchange acceptance.
  • 1.5 million shares issued six months from the date of the amendment agreement.
• Royalty Terms: Vendors granted a 2.0% net smelter return (NSR) royalty on the Bleasdell project.
• Regulatory Status: Amendments are subject to review, comment, and approval by the Canadian Securities Exchange; effective only upon exchange acceptance.
• Current Status: As of the release date, the company has paid $200,000 in cash and issued 5.0 million shares to the vendors.
• Securities Restrictions: All securities issued under the amendment are subject to a statutory hold period of four months and one day from the date of issue.
• Clarification on Prior Grant: The company clarified that 3 million stock options granted on Oct. 14, 2025, have an exercise price of $0.07 per share (not $0.05 as previously stated), vest immediately, and have a three-year term.

Notable Quotes

• "We are thrilled to be looking to close on this acquisition and to add a 100-per-cent-owned project to our portfolio. The Bleasdell project represents a significant step forward in our strategy to build a robust pipeline of critical mineral assets, and we look forward to advancing its development." — Marc Branson, President and CEO