Vancouver, British Columbia--(Newsfile Corp. - July 3, 2024) - DARK STAR MINERALS INC. (CSE: BATT) (FSE: P0W) (the "Company" or "Dark Star") is pleased to announce that the Company has entered into a letter of intent (the "LOI") to acquire (the "Acquisition") all of the outstanding share capital of Ghost Lake Mining Corp ("Ghost Lake"). Ghost Lake holds an option to purchase a 100 % interest in the Ghost Lake mining claims (the "Property").
Marc Branson, President, Chief Executive Officer and a director of Dark Star stated: "We are very excited to expand our exploration prospects into Uranium. This purchase will give the Company the ability to be on the forefront of exploring for critical minerals and fulfilling our mission of creating Canada's energy independence through exploration".
About the Property and Central Mineral Belt
Located in the prolific Central Mineral Belt (CMB) of Labrador, the Ghost Lake Property consists of 28,575 Ha of contiguous claim blocks. The Property is bound on three sides (N, W, E) by [properties held by] Atha Energy Corp. (the "Atha Properties") and overlaps structural trends with known deposits such as Paladin Energy Ltd.'s Michelin Project, Labrador Uranium Inc.'s, and the Mustang Lake and Jacques Lake deposits. The CMB is a diverse geological environment and is host to widespread uranium mineralization. The neighboring Atha Properties host a number of uranium deposits, including the Anna Lake, Moran Lake, and Mustang deposits while Paladin Energy hosts the Michelin Uranium Project. Mineralization on the neighbouring properties is not indicative of potential mineralization on the Ghost Lake Property.
Targets on the Ghost Lake Property focus on areas of Radiometric Uranium highs over 0.5km2 from regional airborne surveys. Primary targets include: Anomaly 24_1, an uranium radiometric anomaly in proximity to historic uranium lake sediment samples, and Anomaly 24_3 (~15km2), which is located along the western margin of Ghost Lake and covers historic "Anomaly B". The property wide northeast trending corridor is prospective for structurally related uranium mineralization. The corridor is defined by anomalous uranium lake sediment samples, along a north east trending fault that transects the peripheries of radiometric anomalies.
The claims overly the southern margin of the CMB, a northeast-trending, 260 x 75 km belt of Proterozoic volcanic and sedimentary rocks and associated granites. The south-western margin of the Project straddles the boundary between granitoid rocks of the Trans Labrador Batholith and the Proterozoic Bruce River Group while the northern edge of the Property overlies a 12km section Mesoarchean Makkovik granitoid gneiss.
Bayswater Uranium Corporation performed exploration in the northeast part of the current Ghost Lake Project area between 2006 and 2009. Exploration included an airborne radiometric surveys as well as a ground based radon gas sample grid, along with minimal traverses. Bayswater was successful in identifying distinct radiometric targets around Ghost Lake. Ghost Lake anomaly B occurs at the west end of the lake, within the claim boundaries and is characterized by a distribution of high radiometric values. Bayswater later completed a Radon Gas soil survey over Anomaly B. Survey results from anomaly B indicated several NE-SW anomalous trends of moderate to high radon flux (Third Year Assessment Report on the Labrador, Central Mineral Belt Project , 2009, Fraser, R.D., Thomas, A., Galbraith, C.).
Santory Resources and Mega Uranium completed field work from 2005 - 2008 in the southwest part of the current Ghost Lake Project. The cumulation of their fieldwork including airborne, water, and lake sediment surveys as well as prospecting resulted in identification of a property wide northeast-southwest prospective corridor. The corridor host numerous anomalous uranium lake sediment samples, coinciding with a regional fault along the peripheries of radiometric anomalies (Third Year Assessment Report of Lake Sediment, Lake Water, Surface Water Geochemistry Sampling, and Prospecting on Licenses 10359M, 10779M, 013573, and 013730M Gravelly River Property, Mega Uranium LTD, March 2008" Gilman, T.L.)
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Summary of the Acquisition as set out by the LOI
Pursuant to the terms of the LOI, the Company and Ghost Lake will enter into a definitive agreement (the "Agreement") which will include consideration payable by the Company to Ghost Lake through the issuance of: (i) 10,000,000 common shares of Dark Star (the "Consideration Shares"); and (ii) 10,000,000 Dark Star warrants where each warrant entitles the holder to purchase one Dark Star common share, exercisable for a period of two years beginning on the date of the Acquisition, at an exercise price equal to the greater of: (a) $0.20 per share; and (b) the lowest price permitted under the policies of the Canadian Securities Exchange (the "Warrants").
The sole asset of Ghost Lake is an option agreement to acquire 100% of the Ghost Lake mining Claims from Cronin Exploration Inc. ("Cronin"). The option is exercisable by Ghost Lake by:
making aggregate cash payments to Cronin of $325,000 comprised of: (i) an initial instalment of $100,000 payable on the earlier of (A) the date of the closing of the concurrent financing proposed to be undertaken by the Company in connection with the Acquisition (the "Financing Closing Date"), and (B) and August 4, 2024; and (ii) additional cash payments of $50,000, $75,000 and $100,000 due on or before, June 24, 2026, June 24, 2027 and June 24, 2028, respectively; and
incurring an aggregate of $2,900,000 in eligible expenditures on the Property with: (i) the first $150,000 prior to December 24, 2024; and (ii) additional expenditures of $500,000, $750,000 and $1,500,000 on or before June 24, 2026, June 24, 2027 and June 24, 2028, respectively. Under the terms of the Option Agreement, upon Ghost Lake's satisfaction of the obligations due on or prior to June 24, 2026, as set-out above, the option will be deemed to be partially exercised and a 35% right, title and interest in and to the Property, will automatically vest in Ghost Lake free and clear of all encumbrances. Upon full exercise of the option, Ghost Lake will acquire an undivided 100% right, title and interest in and to the Property subject to a 2.5% net smelter returns royalty to be paid to the Cronin in respect of the Property.
Following completion of the Acquisition, Ghost Lake would become a wholly-owned subsidiary of Dark Star, and Dark Star would assume all obligations owing in connection with the Property option agreement.
All of the Consideration Securities, and any securities issuable upon their exercise, as applicable, will be free of resale restrictions except those prescribed by applicable Canadian securities laws and the policies of the Canadian Securities Exchange, if any.
The LOI is an arms-length transaction. Closing of the Acquisition is subject to conditions precedent as is customary for transactions of a similar nature, including but not limited to completion of due diligence, negotiation of a definitive agreement, satisfaction of the conditions negotiated therein and receipt of all necessary regulatory approvals, including, as applicable, all required filings with the Canadian Securities Exchange. In particular the terms of the Warrants may be adjusted to meet transaction structuring considerations at the mutual agreement of the Company and Ghost Lake. There can be no assurance that a definitive agreement will be entered into or that the acquisition will be consummated on the terms or timeframe currently contemplated, or at all.
Qualified Person
Jeremy Hanson, P. Geo., a Qualified Person as that term is defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects, has reviewed and approved the technical aspects of this news release.
About Dark Star Minerals Inc.
Dark Star Minerals Inc. is a mineral exploration company focused on the acquisition and development of critical mineral resources, specifically rare earth and energy metals.
For further information please contact:
Marc Branson - President, Chief Executive Officer and Director
E-mail: investors@darkstarminerals.com
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, refer 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 statements regarding beliefs, plans, expectations and orientations regarding the future. 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 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 future 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 industry, 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, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic 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 currently 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 them. 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.
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SOURCE: Dark Star Minerals Inc.
