Dark Star Announces Payment and Issuance of Shares Pursuant to Letter of Intent With Critical One Energy Inc. to Acquire 100% in Critical One’s Cobra North Project and Khan West Project and Non-Brokered Private Placement
Dark Star Announces Payment and Issuance of Shares Pursuant
to Letter of Intent With
Critical One Energy Inc. to Acquire 100% in Critical One’s
Cobra North Project and Khan West Project and Non-Brokered
Private Placement
VANCOUVER, BRITISH COLUMBIA, June 25, 2025 – DARK STAR MINERALS INC. (CSE:
BATT) (FSE: P0W) (the “ Company” or “ Dark Star”) is pleased to announce that, further to the
Company’s News Release of June 12, 2025, it has paid cash consideration of US$10,000 and issued
200,000 common shares in the capital of the Company (each, a “ Share”) in consideration of the
first payment and issuance pursuant to the non-binding letter of intent, dated June 11, 2025, with
Critical One Energy Inc. (CSE: CTRL) (“ Critical One ”), an arm’s length party to Dark Star,
whereby Dark Star has the right to (i) acquire 100% of Critical One’s interest in two exclusive
prospecting licenses (“EPL”) comprising the “Cobra North Project” owned indirectly by Critical
One and (ii) acquire 100% of Critical One’s in terest in a mining license and EPL together
comprising the “Khan West Project”, each proj ect being set in Namibia’s renowned Erongo
uranium province.
The Shares are subject to a statutory hold period expiring on October 26, 2025.
The Company also announces that it is undertaking a non-brokered private placement financing
(the “Offering”) of up to $250,000, consisting of the issuance of 5,000,000 units (each, a “ Unit”)
of the Company at a price of $0.05 per Unit. Each Unit will be comprised of one Share and one-
half of one common share purchase warrant (each whole warrant, a “ Warrant”). Each Warrant
will entitle the holder thereof to acquire one Share (each, a “Warrant Share”) at a price of $0.075
per Warrant Share for a period of two years followi ng closing. Insiders may participate in the
Offering. Finder’s fees may be paid in connection with the Offering.
Proceeds of the Offering will be used for exploration of the Company’s current properties and for
general working capital.
All securities issued in connection with the Offe ring will be subject to a statutory hold period
expiring four months and one day after closing of the Offering. Any participation by insiders in
the Offering will constitute a related party tran saction under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but is expected to be
exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
None of the securities sold in connection with the Offering will be registered under the United
States Securities Act of 1933, as amended, and no su ch securities may be offered or sold in the
United States absent registration or an applicable exemption from the registration requirements.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the securities in any ju risdiction in which such offer, solicitation or
sale would be unlawful.
About Dark Star Minerals Inc.
Dark Star Minerals Inc. is a mineral explor ation company focused on the acquisition and
development of critical mineral resources, specif ically the rare earth complex. Dark Star has an
option to acquire a 100% interest in the Ghost Lake claims located in the prolific CMB of Labrador,
which consists of 28,575 ha of contiguous claim blocks, and has signed a definitive agreement to
acquire a 100% interest in the Bleasdell Proj ect consisting of over 515 ha in Northern
Saskatchewan, Canada.
On Behalf of the Board of Directors
“Marc Branson”
Marc, Branson, President, CEO and a director
For further information please contact:
Marc Branson – President, CEO and Director
E‐mail: [email protected]
Telephone: 604‐816‐2555
Forward‐Looking Statements:
This news release includes certain “forward-looking statements” under applicable Canadian securities legislation that
are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause
actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such
forward-looking statements. Forward-l ooking statements in this news relea se include, but are not limited to,
statements with respect to the expectations of management regarding the Offering, the expectations of management
regarding the use of proceeds of the Offering, closing cond itions for the Offering, the expiry of hold periods for
securities distributed pursuant to the Offering. Although the Company believes that and the expectations reflected in
the forward-looking information are reasonable, there can be no assurance that such expe ctations will prove to be
correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results,
performance or developments to differ materially from those contained in the statements including that: the Company
may not complete the Offering on terms favorable to the Comp any or at all; the proceeds of the Offering may not be
used as stated in this news release; and those additional risk s set out in the Company’s public documents filed on
SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing
the forward-looking statements are reasonable, undue relianc e should not be placed on these statements, which only
apply as of the date of this news relea se, and no assurance can be given that such events will occur in the disclosed
time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or
revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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.