Dark Star firms up acquisition of uranium projects

Mr. Marc Branson reports DARK STAR EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE CRITICAL ONE'S INTEREST IN THE COBRA NORTH AND KHAN WEST URANIUM PROJECTS IN NAMIBIA Further to Dark Star Minerals Inc.'s news release dated June 12, 2025, the company has entered into a definitive option and property acquisition agreement dated Aug. 7, 2025, with Critical One Energy Inc., an arm's-length party to Dark Star, to acquire 100 per cent of Critical One's interest in the Cobra North and Khan West uranium projects located in Namibia's renowned Erongo uranium province. The transaction Under the terms of the agreement, Dark Star has secured the exclusive option to acquire 100 per cent of Critical One's interest in the Cobra North project, comprising exclusive prospecting licences (EPL) EPL 7011, EPL 8115 and EPL 8531, located near the Rossing uranium mine. Additionally, the company will acquire Critical One's 16-per-cent indirect interest in mining licence (ML) ML 86A and exclusive prospecting licence EPL 8905, collectively known as the Khan West project. The transaction will be completed through staged cash payments totalling $760,000 (U.S.) and the issuance of common shares of Dark Star as shown in the attached table. The shares are to be issued at a deemed price per share equal to the greater of: (i) 10 cents per share; and (ii) the lowest permitted price per share pursuant to the policies of the Canadian Securities Exchange (the CSE). All shares issued to Critical One in connection with this agreement will be subject to applicable resale restrictions. To comply with CSE policies, Dark Star may be required to obtain shareholder approval in the event that any issuance of shares under the agreement would establish or create a new control person (as such term is defined in the policies of the CSE). In such case(s), Dark Star shall delay the issuance(s) of any shares until such approval has been received. Marc Branson, president and chief executive officer of Dark Star, commented: "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." The agreement also provides for a 2.0-per-cent gross overriding royalty on each project in favour of Critical One, subject to a buy-back right of 0.5 per cent for $1.5-million (U.S.). Dark Star will act as operator during the option period and will have full access to conduct exploration and development activities on the Cobra North project. The transaction is an arm's-length deal and will only close once all standard conditions are met, such as the required cash payments, share issuances, regulatory approvals and filings with the CSE. There is no guarantee the transaction will proceed as planned. Additionally, within four months of the agreement execution date and subject to CSE approval, Dark Star will seek to expand its board to include Duane Parnham, chief executive officer and executive chairman of Critical One. For up to one year after closing or until Dark Star raises more than $10-million, Critical One has the right to participate in up to 30 per cent of any Dark Star financings, capped at 30 per cent per financing. About the Cobra North project The Cobra North project is located in Namibia, a leading uranium mining jurisdiction recognized for its supportive regulatory environment. The project includes EPL-8531 and EPL-7011, near the Rossing uranium mine. EPL-8531 lies about 50 kilometres from Swakopmund and surrounds Arandis. Its geology features Damaran Super Group lithologies within the north-northeast-trending Welwitschia magnetic lineament. Previous operators identified eleven exploration targets, five within EPL-8531. In 2015, 3,720 metres of reverse circulation drilling in 50 holes were completed over two targets. Based on these results, SRK Consulting (U.K.) Ltd. prepared a historical mineral resource estimate in November, 2015, reporting 15.6 Mt (million tonnes) at 260 parts per million U3O8 (triuranium octoxide) for 9.0 Mlb (million pounds) contained U3O8. This estimate was prepared in accordance with the JORC (Joint Ore Reserves Committee) code and is considered a historical estimate under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects (NI 43-101). The company considers the estimate to be relevant as it provides insight into the potential of the Cobra North project, and reasonably reliable based on the reputation of SRK and the nature of the work completed. However, the company is not treating the historical estimate as current and a qualified person has not done sufficient work to classify the estimate as current mineral resources or reserves. The parameters and assumptions used in the historical estimate include reverse circulation drilling totaling 3,720 metres across 50 holes, with resource modelling based on uranium concentrations derived from chemical assays. The categories used in the estimate follow JORC standards and are not directly comparable to CIM definition standards; therefore, the company does not represent them as National Instrument 43-101 compliant. To upgrade or verify the historical estimate as current, the company would need to obtain and validate the original drill data, conduct confirmatory drilling and prepare a new resource model under the supervision of a qualified person in accordance with NI 43-101. The company is not aware of any more recent estimates pertaining to the Cobra North project. About the Khan West project The Khan West project, situated at the borders of Khan-Rossing and Khan-Arandis, comprises ML86A and EPL-8905, which together cover 7.86 square kilometres about 51 km east-northeast of Swakopmund and just southwest of the operating Rossing mine. The geology and structure of these licences closely resemble the Rossing deposit, with uranium-rich granites found along the Khan-Rossing and Khan-Arandis boundary within the Welwitschia magnetic lineament corridor. Both licences are prospective for leucogranite-hosted uranium mineralization, and ML86A includes uranium extraction rights. The Ministry of Mines and Energy of Namibia has authorized nuclear fuel extraction on ML86, which previously hosted the Khan copper mine and where recent high-grade uranium intrusions have been discovered. Critical One previously followed up on airborne radiometric anomalies with seven rock-saw trenches, mapping, sampling, and scintillometer and spectrometer readings at Anomaly 5. According to their Dec. 12, 2023, news release, exploration results include: Highest individual chemical assay: 8.47 per cent U3O8; Average of first 10 chemical assays: 1.33 per cent U3O8; Seven trenches (KM5STR001-KM5STR007) in D type SLG alaskite, the host rock for all economic uranium deposits in Namibia; Peak scintillometer reading: 15,000 cps (counts per second); average: 9,600 cps. Qualified person Jeremy Hanson, PGeo, is a qualified person as such term is defined under National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, is the vice-president of exploration of the company and has reviewed and approved the technical aspects of this news release. About Dark Star Minerals Inc. Dark Star Minerals is a mineral exploration company focused on the acquisition and development of critical mineral resources, specifically the rare-earth complex. Dark Star has an option to acquire a 100-per-cent interest in the Ghost Lake claims located in the prolific CMB of Labrador, which consists of 28,575 hectares of contiguous claim blocks, and has signed a definitive agreement to acquire a 100-per-cent interest in the Bleasdell project consisting of over 515 hectares in Northern Saskatchewan, Canada. Dark Star is also party to a definitive agreement to acquire 100 per cent of Critical One Energy's interest in the Cobra North and Khan West uranium projects located in Namibia's renowned Erongo uranium province. We seek Safe Harbor.