VANCOUVER, BRITISH COLUMBIA, JUNE 27, 2023: DARK STAR MINERALS INC. (CSE: BATT) (the “Company”) is pleased to announce that it has entered into a share purchase agreement (the “Share Purchase Agreement”) with Hungersite Minerals Inc. (“Hungersite”), a private arm’s length corporation incorporated under the laws of Ontario, and the shareholders of Hungersite (collectively, the “Hungersite Shareholders”) dated June 27, 2023, pursuant to which the Company would acquire all of the issued and outstanding common shares of Hungersite (collectively, the “Hungersite Shares”) from Hungersite Shareholders, in exchange for cash consideration and common shares in the capital of the Company (the “Transaction”).
Hungersite Minerals Inc.
Hungersite, a company existing under the laws of Ontario, is the recorded and beneficial holder of 24 unpatented mining claims known as the Groupe A mining claims (the “Property”) which are filed with the Quebec Minister of Natural Resources and Forests. The Property is situated within the region of d’Eeyou Istchee Baie-James in the Province of Québec.
Summary of the Transaction
Pursuant to the terms of the Share Purchase Agreement, the Company has agreed to acquire all of the Hungersite Shares from the Hungersite Shareholders in consideration for, on a pro rata basis: (i) the issuance of an aggregate of 4,800,000 common shares (each, a “Consideration Share”) in the capital of the Company to the Hungersite Shareholders at a deemed exercise price equal to $0.05 per Consideration Share; and (ii) cash consideration of $20,000. Upon closing of the Transaction (the “Closing”), Hungersite will become a wholly-owned subsidiary of the Company.
Completion of the Transaction remains subject to a number of conditions, including, among others, receipt of all requisite regulatory, shareholder and third party consents, waivers and approvals for the Transaction, as applicable, if applicable, and other conditions customary for transactions of this nature. There can be no assurance that the Transaction will be completed as proposed or at all.
The Transaction will be completed pursuant to available exemptions under applicable legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to the account or benefit of a U.S. person absent an exemption from the registration requirements of such Act.
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 the rare earth complex.
For further information please contact:
Marc Branson – President, Chief Executive Officer and Director
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 including, without limitation, the Closing of the Transaction. 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 it and Hungersite will obtain the required approvals for the Transaction, 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.