Dark Star firms up acquisition of uranium projects

Executive Summary

• Dark Star Minerals Inc. has entered into a definitive option and property acquisition agreement with Critical One Energy Inc. to acquire 100% of Critical One's interest in the Cobra North and Khan West uranium projects in Namibia.
• The transaction involves staged cash payments totaling $760,000 (U.S.) and the issuance of Dark Star common shares, subject to a 2.0% gross overriding royalty in favor of Critical One.
• The deal includes strategic provisions for board expansion and future financing participation for Critical One, alongside significant historical resource data and exploration results for the acquired assets.

Key Details

• Transaction Structure: Dark Star secures an exclusive option to acquire 100% of Critical One's interest in Cobra North and a 16% indirect interest in Khan West.
• Assets Acquired:
  • Cobra North: Exclusive prospecting licences (EPL) EPL 7011, EPL 8115, and EPL 8531, located near the Rossing uranium mine.
  • Khan West: 16% indirect interest in mining licence (ML) ML 86A and exclusive prospecting licence EPL 8905.
• Consideration:
  • Cash: Staged payments totaling $760,000 (U.S.).
  • Equity: Issuance of Dark Star common shares at a deemed price equal to the greater of 10 cents per share or the lowest permitted price under Canadian Securities Exchange (CSE) policies.
  • Royalty: A 2.0% gross overriding royalty on each project in favor of Critical One, with a buy-back right for 0.5% for $1.5 million (U.S.).
• Corporate Governance & Financing Rights:
  • Dark Star will seek to expand its board to include Duane Parnham (CEO and Executive Chairman of Critical One) within four months of execution, subject to CSE approval.
  • Critical One retains the right to participate in up to 30% of any Dark Star financings for up to one year after closing or until Dark Star raises more than $10 million, capped at 30% per financing.
• Cobra North Project Data:
  • Location: Near Rossing uranium mine; EPL-8531 is ~50 km from Swakopmund.
  • Historical Resource Estimate (Nov 2015, SRK Consulting): 15.6 million tonnes (Mt) at 260 ppm U3O8 for 9.0 million pounds (Mlb) contained U3O8.
  • Drilling: 3,720 metres of reverse circulation (RC) drilling in 50 holes completed in 2015 over two targets.
  • Status: Historical estimate not considered current under NI 43-101; requires validation and new modeling by a Qualified Person.
• Khan West Project Data:
  • Location: Borders of Khan-Rossing and Khan-Arandis; ~51 km east-northeast of Swakopmund, southwest of Rossing mine.
  • Geology: Uranium-rich granites along the Welwitschia magnetic lineament; ML86A includes uranium extraction rights.
  • Exploration Results (Critical One, Dec 2023):
    • Highest individual chemical assay: 8.47% U3O8.
    • Average of first 10 chemical assays: 1.33% U3O8.
    • Seven trenches (KM5STR001-KM5STR007) completed in D type SLG alaskite.
    • Peak scintillometer reading: 15,000 cps (average: 9,600 cps).
• Conditions Precedent: Closing is subject to standard conditions including cash payments, share issuances, regulatory approvals, and CSE filings.

Notable Quotes

• "The execution of this definitive agreement marks a significant milestone for Dark Star as we advance our strategic focus on high-potential uranium assets in Namibia. The Cobra North and Khan West properties offer compelling exploration upside in a globally recognized uranium district, and we look forward to unlocking their value for our shareholders." — Marc Branson, President and CEO of Dark Star