Subject: Dark Star Minerals Inc.
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File: '\\swfile\EmailIn\20251014 153216 Attachment DARK STAR - News Release Announcing closing of final tranche private placement on October 14, 2025.docx'
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DARK STAR ANNOUNCES CLOSING OF FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND OPTION GRANT
VANCOUVER, BRITISH COLUMBIA, OCTOBER 14, 2025: DARK STAR MINERALS INC. (CSE: BATT) (the "Company" or "Dark Star") is pleased to announce that, further to its News Releases of September 9, 2025 and September 19, 2025, it has closed the final tranche (the "Final Tranche") of its previously announced non-brokered private placement (the "Offering"), pursuant to which it has issued 5,000,000 units (each, a "Unit") at a price of $0.05 per Unit for aggregate gross proceeds of $250,000. The Company issued an aggregate of 7,050,000 Units for aggregate proceeds of $352,500 from the initial tranche and Final Tranche.
Each Unit consists of one common share (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Share (each, a "Warrant Share") at a price of $0.075 per Warrant Share for a period of two years following closing.
Proceeds of the Final Tranche will be used for general working capital.
In connection with the closing of the Final Tranche, the Company paid an aggregate cash finders' fees of $4,800 and issued 96,000 finder warrants (each, a "Finder's Warrant") to certain eligible finders in connection with the Final Tranche. Each Finder's Warrant entitles the holder thereof to acquire one Share (each, a "Finder's Warrant Share") at a price of $0.075 per Finder's Warrant Share until October 24, 2027.
All securities issued in connection with the Final Tranche are subject to a statutory hold period expiring four months and one day from the date of issue.
None of the securities sold in connection with the Offering, including those under the initial tranche and Final Tranche, will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Grant of Stock Options
The Company would like to announce the grant of an aggregate of 3,000,000 options (each, an "Option") to purchase Shares to certain directors, officers and consultants of Dark Star.
Each Option is exercisable at an exercise price of $0.05 per Share and vested immediately upon the date of grant and are exercisable for a three (3) year term. All Options are subject to the four (4) month exchange hold period.
The grant of the Options is subject to acceptance by the Canadian Securities Exchange ("CSE").
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
E-mail: investors@darkstarminerals.com
Telephone: 604-816-2555
Forward-Looking Statements:
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Offering, including those raised in connection with the Final Tranche. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the proceeds of the Offering, including those in connection with the Final Tranche, may not be used as stated in this news release; and those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
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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