Critical One Makes Strategic Uranium Asset Divestment
Critical One Makes Strategic Uranium Asset Divestment
Toronto, ON – June 12, 2025 – Critical One Energy Inc. (formerly Madison Metals Inc.)
(“Critical One” or the “Company”) (CSE: CRTL) (OTCQB: MMTLF) (FSE: 4EF0) is pleased to
announce that Dark Star Minerals Inc. (“Dark Star”) (CSE: BATT) (FSE: P0W), 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 (“Howells Lake 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 Project s 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 June 11, 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.
About Critical One Energy Inc.
Critical One Energy Inc. (formerly Madison Metals Inc.) is a forward-focused critical minerals and
upstream energy company, powering the future of clean energy and advanced technologies. The
addition of the Howells Lake Antimony-Gold Project broadens the Company’s exposure to
antimony, one of the most in -demand critical minerals. Backed by seasoned management
expertise and prime resource assets, Critical One is strategically positioned to meet the rising
global demand for critical minerals and metals. Its mine exploration portfolio is led by antimony -
gold exploration potential in Canada and uranium investment interests in Namibia, Africa. By
leveraging its technical, managerial, and financial expertise, the Company upgrades and creates
high-value projects, thereby driving growth and delivering value to its shareholders.
Additional information about Critical One Energy Inc. can be found at criticaloneenergy.com and
on the Company’s SEDAR+ profile at www.sedarplus.ca.
For further information, please contact:
Duane Parnham
Executive Chairman & CEO
Critical One Energy Inc.
+1 (416) 489-0092
Media inquiries:
Adam Bello
Manager, Media & Analyst Relations
Primoris Group Inc.
+1 (416) 489-0092
Neither the Canadian Securities Exchange nor CIRO accepts responsibility for the adequacy or
accuracy of this release.
Forward-looking Statements
This news release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained
herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information
can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”,
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information contained in this press release includes, but is not limited to, statements relating to the terms and timing of t he private
placement described in this press release and the anticipated uses of the proceeds raised from such private placement.
Where the Company expresses or implies an expectation or belief as to future events or results, such expectation or belief is based
on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, tha t: the
Company will receive all necessary approval required in order to complete the issuance of the securities pursuant to the priv ate
placement described in in this press release; and that there will be sufficient interest from potential investors in order to complete the
private placement on the terms as described herein or at all.
However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ
materially from future results expressed, projected, or implied by such forward -looking statements. Such risks include, b ut are not
limited to, the risk that the Company will not be able to proceed with the issuance of units on the terms described in this press release
or at all.
Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this
press release are expressly qualified in their entirety by this cautionary statement. The forward -looking statements contained herein
are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date .
The Company does not undertake any obligation to update publicly or revise any such forward -looking statements or any f orward-
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any material difference between subsequent actual events and such forward-looking information, except as required under applicable
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