Canadian-listed Critical One Energy Inc., formerly known as Madison Metals Inc., has successfully closed the sale of its Namibian uranium projects—Khan and Cobra—to fellow Canadian company Dark Star Minerals Inc. in a staged transaction that could exceed US$3.5 million (approximately N$65 million) in total consideration.
The transaction, announced on June 12, 2025, has advanced 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 follow an earlier payment of US$10,000 (approximately N$187,000) and the issuance of 200,000 shares upon receipt of regulatory approval.
The definitive agreement outlines a phased acquisition approach under which Dark Star will earn full ownership of the Khan and Cobra uranium projects over a two-year period.
The remaining obligations 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 of closing.
A final payment of US$250,000 in cash and US$750,000 (N$14.06 million) in shares is scheduled for the second anniversary.
The agreement includes a total of US$760,000 (N$14.25 million) in cash and US$1.75 million (N$32.8 million) in shares, with a combined payment cap of US$3.5 million.
Upon reaching this threshold, Critical One will receive a 2% gross overriding royalty on all metals produced from the projects. Dark Star retains the right to repurchase 0.5% of the royalty for US$1.5 million (N$28.1 million) within 30 days of commencing production.
The Khan and Cobra uranium projects are located in Namibia’s Erongo Region within the central Damara Belt. The projects are located near key infrastructure and in proximity to established uranium operations, including Rossing, Husab, and Langer Heinrich.
The licences are considered prospective for alaskite-hosted uranium mineralisation.
“We are looking forward to working with Dark Star to accelerate the exploration and development of these two significant uranium projects in the world’s third-largest uranium-producing country, according to the World Nuclear Association,” said Duane Parnham, Founder, Executive Chairman and CEO of Critical One. “As a significant shareholder and director of Dark Star, I will continue to contribute to the development of these two exciting uranium projects.”
The sale means that Critical One, which entered Namibia’s uranium sector in 2021 under its previous name Madison Metals, has now exited the country’s exploration scene through the full divestment of its project interests.
Critical One Energy Inc. is a publicly traded company listed on the Canadian Securities Exchange (CSE: CRTL), the OTCQB (MMTLF), and the Frankfurt Stock Exchange (FSE: 4EF0).
The company is majority-owned by public shareholders, with key management and insiders—led by Executive Chairman Duane Parnham—holding a significant stake.
Dark Star Minerals Inc., listed on the CSE (BATT) and the Frankfurt Stock Exchange (FSE: P0W), is also publicly held, with its largest shareholders comprising institutional investors, strategic partners, and insiders.
With the acquisition of Khan and Cobra, Dark Star expands its footprint into Namibia’s uranium sector.
Critical One recently acquired the Howells Lake Antimony-Gold Project in Canada, expanding its focus on critical minerals.
Its exploration portfolio now includes potential for antimony and gold in Canada, as well as uranium investment interests in Namibia.
