Dark Star Minerals Inc., a well-managed, uranium-focused, publicly-listed company, has entered into an acquisition agreement with Critical One to acquire 100% of its interests in the Khan and Cobra Uranium Projects, located in Namibia’s highly prospective Erongo uranium province.
“Divesting the Company’s uranium assets and focusing on the Howells Lake Antimony-Gold Project enhances our shareholder value by strategically refining the Company’s critical metals and minerals mission,” said Duane Parnham, Executive Chairman and CEO of Critical One. “I believe this shift in our critical metals strategy aligns with global market trends driven by the energy transition, and will offer higher growth potential and improved returns. Howell Lake’s antimony deposits allow us to capitalize on the rapidly growing demand for these critical metals. Plus, the project provides gold exploration upside in a period when the yellow metal’s value is reaching all-time market highs.”
Parnham added, “By forming this alliance with Dark Star, our investment in uranium continues to have great potential. This divestiture allows Critical One to focus on its capital allocation on high-margin, high-demand critical minerals, thereby optimizing our portfolio for long-term profitability, reducing exposure to market risks, and strengthening our competitive position in a future-focused industry, ultimately driving sustainable value creation for shareholders.”
Under the terms of the letters of intent agreement (“LOI”), Dark Star has the opportunity to acquire all of Critical One’s interest in the Khan and Cobra Uranium Projects through staged cash payments and issuances of common shares to the Company over a two-year period. No fairness opinion or independent valuation of the uranium assets was sought by Critical One or Dark Star for this agreement.
A summary of terms for the LOI is provided below, concurrently issued in the Dark Star news release dated June 12, 2025.
| Payment Date | Cash Payment Amount | Securities Issuance |
| On the date of execution of this LOI (the “LOI Execution Date”) | US$10,000 | – |
| Upon the later of: (a) the date that is five days of the LOI Execution Date; and (b) receipt of Exchange approval for the LOI | – | 200,000 common shares (each, a “Share”) of Dark Star |
| Upon the execution of the Definitive Agreement (the “Definitive Agreement Execution Date”) | US$150,000 | 14,000,000 Dark Star Shares |
| On or before the date that is four (4) months from the Definitive Agreement Execution Date | US$100,000 | – |
| On or before first anniversary of the Definitive Agreement Execution Date | US$250,000 | US$1,000,000 in Dark Star Shares |
| On or before second anniversary of the Definitive Agreement Execution Date | US$250,000 | US$750,000 in Dark Star Shares |
| Total: | US$760,000 |
Once the staged cash and share issuances reach a combined value above US$3.5 million (as outlined in the table), Critical One will be granted a 2% gross overriding royalty on all metals produced from the two uranium projects.
Upon signing of the LOI, Critical One received US$10,000 in cash and was issued 200,000 common shares of Dark Star, priced at CDN$0.075 at close of business on 11th June 2025. This will be followed by subsequent cash and common share payments in accordance with a definitive agreement to be signed within 60 days. The definitive agreement will be subject to the approval of the usual regulatory approvals.
