Canadian exploration company Critical One Energy plans to transfer its Namibian uranium and copper interests into a proposed new company, Critical Two Energy, eight months after abandoning a US$3.5 million transaction that would have placed its Khan West and Cobra North projects under the control of Dark Star Minerals.
The restructuring, announced on 8 October 2026, would see Critical One’s Namibian interests combined with its Kenora uranium property in Ontario, Canada, under a separately listed exploration company, allowing the parent business to concentrate on its Howells Lake antimony-gold project.
Critical One intends to distribute shares in Critical Two Energy Inc. to eligible existing shareholders, giving them direct exposure to the assets being separated from the parent company.
However, the proposed transaction remains subject to approvals, and Critical One has not disclosed when the new company will be listed, how much capital it will have available or what exploration programme it intends to undertake in Namibia.
The proposal represents another attempt to establish a separate corporate structure for the Namibian projects following the collapse of an earlier agreement with Dark Star Minerals.
US$3.5m deal abandoned
Critical One, previously known as Madison Metals, announced an agreement in August 2025 to sell its interests in the Khan West and Cobra North uranium projects to Dark Star Minerals.
The agreement contemplated consideration valued at US$3.5 million, comprising staged cash and share payments, with cash payments totalling US$760,000.
The transaction also included provisions for Critical One to retain a 2% gross overriding royalty on metals produced from the projects, subject to the agreed conditions.
The arrangement was intended to place the Namibian assets with a company focused on advancing them while allowing Critical One to redirect its attention towards other mineral opportunities.
Critical One subsequently acquired an 18.5% shareholding in Dark Star, strengthening the relationship between the two companies.
However, on 27 February 2026, Critical One announced that the parties had mutually agreed to terminate the acquisition agreement.
Under the termination arrangements, Critical One agreed to return 14.2 million Dark Star shares previously issued to it, while the companies indicated that no termination fees or other material penalties would be payable.
The cancellation meant that the intended transfer of the Namibian interests did not proceed.
Critical One subsequently retained the flexibility to determine a different future for the projects, including their continued ownership, development or transfer into another corporate structure.
The proposed establishment of Critical Two Energy now provides an alternative route, although the latest arrangement differs from the earlier outright sale because existing Critical One shareholders are expected to receive shares in the new company.
Khan West and Cobra North
The Namibian portfolio includes interests associated with the Khan West and Cobra North uranium projects in the Erongo Region, where several of Namibia’s major uranium mines are located.
Khan West has previously been associated with Mining Licence 86A and Exclusive Prospecting Licence 8905, while the Cobra North portfolio was identified in the earlier Dark Star transaction as including EPL 7011, EPL 8115 and EPL 8531.
The projects form part of Critical One’s historical exploration interests in Namibia, developed under its previous Madison Metals identity.
Although the company’s October announcement refers to Namibian uranium and copper interests, it does not provide a definitive licence-by-licence schedule of the assets to be transferred into Critical Two Energy.
It is therefore not yet clear whether every interest covered by the earlier Dark Star agreement will be included in the proposed spin-off or whether the final package will differ.
The distinction is significant because a change in corporate ownership does not necessarily mean the underlying Namibian exploration licences will be transferred directly or that existing project-level ownership arrangements will change.
The proposed transaction also does not establish that the projects are ready for mining.
Critical One has not announced a new mineral resource estimate, commercial production timetable or construction decision for Khan West or Cobra North as part of the restructuring.
Further exploration and technical assessment would be required to establish whether the mineralisation can support economically viable operations.
Critical Two to pursue its own listing
Critical One proposes to establish Critical Two Energy as a separate investment vehicle holding the Namibian interests and the Kenora uranium property.
Eligible shareholders would receive shares in the new company on a proportional basis, with the record date and detailed distribution arrangements to be announced.
The proposed listing is intended to give the uranium and copper portfolio a distinct corporate identity and allow it to pursue exploration priorities independently of Critical One’s principal Canadian project.
Critical One executive chairman and chief executive Duane Parnham said the company wanted to maintain its focus on Howells Lake while providing a separate development opportunity for the other assets.
“We are very pleased with the progress at our Howells Lake Project and remain focused on building on that momentum,” he said.
“At the same time, we believe Kenora and Namibia also have great potential, and we want our shareholders to see that potential developed to its utmost value. Critical Two gives those uranium assets their own path forward as a critical metals venture, without taking anything away from what we are doing at the Howells Lake Project.”
The restructuring would effectively create two businesses with different priorities, although their precise ownership and financing arrangements have yet to be finalised.
Critical One would continue concentrating on antimony and gold exploration at Howells Lake, while Critical Two would pursue opportunities associated with the Namibian and Kenora properties.
The company has not announced a management team for Critical Two or confirmed which exchange would host the proposed listing.
It has also not disclosed whether the new company will raise additional capital before or after the proposed distribution of shares.
Kenora included in new company
Alongside the Namibian assets, Critical Two is expected to receive Critical One’s Kenora uranium property in north-western Ontario.
Critical One has appointed Micon International to conduct an independent technical review of Kenora, including an assessment of historical exploration information.
The review follows the termination of an option agreement with American Atomics, which ended effective 3 May 2026 without the company earning an interest in the property.
Critical One consequently retained its full ownership interest in Kenora, although contractual disagreements relating to mineral claims remain unresolved.
The company has alleged that one claim lapsed during the option period and has sought compensation, while also asserting rights to ten claims staked within an area covered by the agreement.
These issues remain relevant to the proposed restructuring because the final asset package and its technical prospects will help determine Critical Two’s value to shareholders.
Critical One has not announced a comparable independent technical review specifically for Khan West and Cobra North in connection with the October proposal.
Namibia investment remains uncertain
The creation of Critical Two could provide a dedicated corporate vehicle for advancing the Namibian portfolio, but it does not yet represent a commitment to resume drilling or begin mine development.
No exploration budget, drilling schedule or project development expenditure has been disclosed for the Namibian assets under the proposed company.
Critical One has also not explained whether Critical Two will establish a separate operating presence in Namibia or retain existing arrangements with local licence holders and project partners.
Those details will determine whether the restructuring produces a meaningful change in exploration activity or initially amounts to a reorganisation of the company’s investments.
The proposed transaction remains subject to board approval and applicable regulatory, exchange and shareholder requirements, with Critical One cautioning that completion cannot be guaranteed.
Its earlier agreement with Dark Star demonstrates that announcing a transaction does not necessarily result in a completed transfer of the assets.
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