Dark Star Enters into Share Purchase Agreement with Hungersite Minerals Inc.
DARK STAR ENTERS INTO SHARE PURCHASE AGREEMENT WITH HUNGERSITE MINERALS INC.
V A N C O U V E R , B R I T I S H C O L U M B I A , J U N E 2 7 , 2 0 2 3 : D A R K S T A R M I N E R A L S I N C . ( C S E : B A T T )
(the “Company”) is pleased to announce that it has entered into a share purchase agreement (the “Share
Purchase Agreement”) with Hungersite Minerals Inc. (“ Hungersite”), a private arm’s length corporation
incorporated under the laws of Ontario, and the shareholders of Hungersite (collectively, the “Hungersite
Shareholders”) dated June 27, 2023, pursuant to which the Company would acquire all of the issued and
outstanding common shares of Hungersite (collectively, the “ Hungersite Shares”) from Hungersite
Shareholders, in exchange for cash consideration and common shares in the capital of the Company
(the “Transaction”).
Hungersite Minerals Inc.
Hungersite, a company existing under the laws of Ontario, is th e recorded and beneficial holder of 24
unpatented mining claims known as the Groupe A mining claims (the “Property”) which are filed with the
Quebec Minister of Natural Resou rces and Forests. The Property is situated within the region of d’Eeyou
Istchee Baie‐James in the Province of Québec.
Summary of the Transaction
Pursuant to the terms of the Share Purchase Agreement, the Comp any has agreed to acquire all of the
Hungersite Shares from the Hungersite Shareholders in consideration for, on a pro rata b a s i s : ( i ) t h e
issuance of an aggregate of 4,800,000 common shares (each, a “ Consideration Share”) in the capital of
the Company to the Hungersite Shareholders at a deemed exercise price equal to $0.05 per Consideration
Share; and (ii) cash consideration of $20,000. Upon closing of the Transaction (the “Closing”), Hungersite
will become a wholly‐owned subsidiary of the Company.
Closing Conditions
Completion of the Transaction remains subject to a number of conditions, including, among others,
receipt of all requisite regulatory, shareholder and third part y consents, waivers and approvals for the
Transaction, as applicable, if applicable, and other conditions customary for transactions of this nature.
There can be no assurance that the Transaction will be completed as proposed or at all.
The Transaction will be completed pursuant to available exemptions under applicable legislation.
This news release does not constitute an offer to sell or a sol icitation of an offer to buy the securities
described herein in the United States. The securities described herein have not been and will not be
registered under the United States Securities Act of 1933 , as amended, or any state securities laws and
may not be offered or sold in the United States or to the accou nt or benefit of a U.S. person absent an
exemption from the registration requirements of such Act.
About Dark Star Minerals Inc.
Dark Star Minerals Inc. is a mineral exploration company focuse d on the acquisition and development of
critical mineral resources, specifically the rare earth complex.
For further information please contact:
Marc Branson – President, Chief Executive Officer and Director
E‐mail: [email protected]
Telephone: 604‐816‐2555
Forward‐Looking Statements:
This news release contains forward‐looking statements and forward‐looking information (collectively,
"forward‐looking statements") within the meaning of applicable Canadian legislation. Forward‐looking
statements are typically identified by words such as: "believes ", "expects", "anticipates", "intends",
"estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words
and phrases and similar expressions, which, by their nature, re fer to future events or results that may,
could, would, might or will occur or be taken or achieved. All statements in this news release that are not
purely historical are forward‐looking statements and include st atements regarding beliefs, plans,
expectations and orientations regarding the future including, w ithout limitation, the Closing of the
Transaction. Although the Company believes that such statements are reasonable and reflect expectations
of future developments and other factors which management believes to be reasonable and relevant, the
Company can give no assurance that such expectations will prove to be correct. In making the forward‐
looking statements in this news release, the Company has applied several material assumptions, including
without limitation, that it and Hungersite will obtain the requ ired approvals for the Transaction, market
fundamentals will support the viability of critical mineral resource exploration, the availability of the
financing required for the Company to carry out its planned fut ure activities, and the availability of and
the ability to retain and attract qualified personnel. Other factors may also adversely affect the future
results or performance of the Company, including general economic, market or business conditions, future
prices of minerals, changes in the financial markets and in the demand for minerals, changes in laws,
regulations and policies affecting the mineral exploration indu stry, as well as the risks and uncertainties
which are more fully described in the Company's annual and quarterly management's discussion and
analysis and in other filings made by the Company with Canadian securities regulatory authorities under
the Company's SEDAR profile. Ongoing labour shortages, inflatio nary pressures, rising interest rates, the
global financial climate and the conflict in Ukraine and surrou nding regions are some additional factors
that are affecting current economic conditions and increasing e conomic uncertainty, which may impact
the Company’s operating performance, financial position, and future prospects. Collectively, the potential
impacts of this economic environment pose risks that are curren tly indescribable and immeasurable. No
assurance can be given that any of the events anticipated by the forward‐looking statements will occur or,
if they do occur, what benefits the Company will obtain from th em. Readers are cautioned that forward‐
looking statements are not guarantees of future performance or events and, accordingly, are cautioned
not to put undue reliance on forward‐looking statements due to the inherent uncertainty of such
statements. The Company does not undertake any obligation to update such forward‐looking information
whether because of new information, future events or otherwise, except as expressly required by
applicable law.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE)
accepts responsibility for the adequacy or accuracy of this release.