Critical One closes uranium asset sale to Dark Star

Executive Summary

• Critical One Energy Inc. (formerly Madison Metals Inc.) has closed the definitive agreement to sell its uranium assets (Khan and Cobra projects in Namibia) to Dark Star Minerals Inc.
• The transaction involves staged payments in cash and equity, with Dark Star issuing 14 million common shares and a second cash payment of $150,000 USD as part of the closing.
• The deal includes an earn-in structure where Dark Star must reach a combined value of $3.5 million USD to earn 100% of Critical One's interest, triggering a 2% gross overriding royalty for Critical One.

Key Details

• Transaction Status: The definitive agreement for the sale of uranium assets to Dark Star Minerals Inc. has officially closed.
• Immediate Consideration: Dark Star issued 14 million common shares to Critical One and made a second cash payment of $150,000 USD.
• Earn-In Schedule: Dark Star is required to make further cash and share payments according to a schedule to earn 100% of Critical One's interest in the Khan and Cobra uranium projects.
• Royalty Structure: Once the total staged cash and share issuances exceed $3.5 million USD, Critical One receives a 2% gross overriding royalty on all metals produced from the Khan and Cobra projects.
• Royalty Buyback: Dark Star has the option to buy back 0.5% of either royalty for $1.5 million USD within 30 days of the commencement of production from the respective projects.
• Asset Details: The assets sold are the Khan and Cobra uranium projects located in Namibia, Africa.
• Management Role: Duane Parnham, Founder, Executive Chairman, and CEO of Critical One, remains a significant shareholder and director of Dark Star and will continue to contribute to the development of the projects.

Notable Quotes

• "We are looking forward to working with Dark Star to accelerate the exploration and development of these two significant uranium projects in the world's third-largest uranium-producing country, according to the World Nuclear Association," said Duane Parnham, founder, executive chairman and chief executive officer of Critical One. "As a significant shareholder and director of Dark Star, I will continue to contribute to the development of these two exciting uranium projects."