Canadian-listed Critical One Energy Inc., formerly known as Madison Metals Inc., has completed the sale of its Namibian uranium assets—the Khan and Cobra projects—to fellow Canadian company Dark Star Minerals Inc., in a staged transaction that could exceed US$3.5 million (about N$65 million) in total consideration.
The transaction, first announced on June 12, 2025, progressed swiftly, with Dark Star completing a milestone payment of US$150,000 (approximately N$2.8 million) in cash and issuing 14 million common shares to Critical One.
These followed an earlier payment of US$10,000 (N$187,000) and the issuance of 200,000 shares upon receiving regulatory approval for the deal.
Under the definitive agreement, Dark Star will acquire full ownership of the Khan and Cobra projects through a phased acquisition over two years.
The following steps include a payment of US$100,000 (N$1.87 million) within four months of closing, followed by US$250,000 (N$4.68 million) in cash and US$1 million (N$18.75 million) in shares by the first anniversary.
A final instalment of US$250,000 in cash and US$750,000 (N$14.06 million) in shares is scheduled for the second anniversary.
In total, the deal comprises US$760,000 (N$14.25 million) in cash and US$1.75 million (N$32.8 million) in shares, with payments capped at US$3.5 million.
Once the maximum consideration is reached, Critical One will hold a 2% gross overriding royalty on all metals produced from the projects.
Dark Star has retained the right to repurchase 0.5% of that royalty for US$1.5 million (N$28.1 million) within 30 days of commencing production.
The Khan and Cobra uranium projects are strategically located in Namibia’s Erongo Region, within the highly prospective central Damara Belt.
This area hosts some of the country’s most extensive uranium operations, including Rossing, Husab, and Langer Heinrich, and is considered prospective for alaskite-hosted uranium mineralisation.
Based on uranium market prices of around US$85 per pound in August 2025, hypothetical development scenarios for deposits in this region suggest that even a modest resource—such as 5 million tonnes at 0.10% U₃O₈—could contain about 11 million pounds of uranium, valued at roughly US$935 million (N$17.5 billion).
Higher-grade zones, similar to past drill intercepts of up to 1.54% U₃O₈ at Khan, could significantly raise the potential value to well over US$1.8 billion (N$35 billion), depending on size and grade continuity.
Duane Parnham, Founder, Executive Chairman, and CEO of Critical One, emphasised the strategic value of the deal, saying the collaboration with Dark Star will accelerate the exploration and development of these projects in one of the world’s leading uranium jurisdictions.
As a significant shareholder and director of Dark Star, he will continue to contribute to the advancement of the projects.
The sale marks the exit of Madison Metals from Namibia’s uranium sector, which it entered in 2021.
In December 2024, the company rebranded as Critical One Energy Inc., repositioning itself as a critical minerals and upstream energy company with interests in both antimony and gold in Canada, as well as indirect uranium exposure in Namibia.
During its tenure in Namibia, Madison advanced exploration on the Khan and Cobra projects, undertaking geological mapping, radiometric surveying, and a nine-hole RC drill program at Khan that intersected high-grade uranium mineralisation of up to 1.54% U₃O₈.
The company also expanded its footprint by earning a 90% interest in Mining Licence 86A and EPL 8905, securing rights to explore for uranium, copper, gold, silver, and other rare metals.
Today, Critical One’s portfolio centres on Canadian projects, including the Howells Lake Antimony-Gold Project, which has historically reported high-grade occurrences of both minerals.
While its direct operations in Namibia have ceased, the company retains a stake in the country’s uranium potential through its royalty agreement and shareholding in Dark Star.
Dark Star Minerals, listed in both Canada and Germany, now gains a strategic position in Namibia’s uranium sector.
With Khan and Cobra under its control, the company plans to initiate exploration programs aimed at defining drill-ready targets and building on the groundwork laid by Critical One.
