Bannerman Energy announces agreement to acquire Strategic Stake in Namibia Critical Metals Inc.
Press Release
Bannerman Energy announces agreement to acquire Strategic
Stake in Namibia Critical Metals Inc.
HALIFAX, NS / ACCESSWIRE / May 19, 2022 / Namibia Critical Metals Inc. ("Namibi a
Critical Metals" or the "Company" or "NMI") (TSX.V:NMI)(OTC PINK:NMREF) announced that
Bannerman Energy Limited ("Bannerman"), an Australian listed uranium development
company, has issued a news release on May 18, 2022 announcing it has entered into an
agreement to acquire 82,290,680 common shares (41.8%) of NMI pursuant to a private share
purchase agreement with two shareholders of the Company, including Philco 192 (Pty) Ltd.
which holds 75,201,603 shares (38.2%) of NMI ("NMI Share Acquisition"). Bannerm an has
announced that the NMI Share Acquisition is expected to complete within 30 days.
The NMI Share Acquisition by Bannerman offers significant strategic alignment and
development synergies with Bannerman’s flagship Etango Uranium Project in Namibia.
The Company also announced today that Steve Kapp will not be standing for re -election at
the Company’s Annual and Special Meeting to be held on May 19, 2022. The Company intends
to identify a replacement for Mr. Kapp in due course.
Bannerman’s Managing Director and CEO, Brandon Munro, commented:
“The Lofdal Project is on a path to produce dysprosium and terbium, two of the most
strategically important metals on the planet. Our exposure to this future production, through
a strategic shareholding in Namibia Critical Metals, is therefore a strong fit with Bannerman’s
Etango Project, a near-term supplier of uranium at a globally significant scale. I have followed
the Lofdal Project and worked with its management since living in Namibia in 2010, and am
personally delighted to formalise these strong in -country working relationships. I am also
pleased that long standing relationships with NMI’s major shareholders have enabled a direct,
efficient transaction at this point in time.
“As Lofdal moves closer to production, our partnership offers strong poten tial to leverage
Bannerman’s extensive in -country expertise and credentials, in particular in the ESG
(Environment, Social and Governance) sphere. After meeting at Lofdal with NMI President
Darrin Campbell, and key JOGMEC representatives, I am confident th at there is a strong
alignment of intent and values between Bannerman and NMI, which has strong community
and government relationships built during their 15-year presence in Namibia.”
Namibia Critical Metals Inc. President and CEO, Darrin Campbell, commented:
“I am delighted that Bannerman Energy is set to become a supportive major shareholder in
Namibia Critical Metals Inc. I look forward to working with the Bannerman team and our
project partner JOGMEC to add s ignificant further value to the Lofdal Project. I expect that
2
1 Souce: Section 3 of Bannerman’s ASX release dated 2 August 2021, Etango-8 Project Pre-Feasibility Study.
2 Source: Bannerman’s ASX release dated 11 November 2015, Outstanding DFS Optimisation Study Results.
Bannerman’s development experience, plus downstream industry and broader marketing
experience, will be highly advantageous as we progress Lofdal towards being a globally
significant supplier of dysprosium and terbium to the burgeoning permanent magnets sector.”
About Bannerman Energy Limited
Bannerman is a uranium development company listed on the Australian, OTC Markets and
Namibian stock exchanges. Its flagship asset is the advanced Etango Uranium Project located
in the Erongo Region of Namibia.
Etango has undertaken extensive exploration and feasibility activity over the past 15 years.
The Etango tenements possess a globally large -scale uranium mineral resource 1. A 20 Mtpa
development at Etango was the subject of a Definitive Feasibility Study (“DFS”) completed in
2012 and a DFS Optimisation Study completed in 2015 2. Bannerman constructed and
operated a Heap Leach Demonstration Plant at Etango, which comprehensively de-risked the
acid heap leach process to be utilised on the Etango ore.
Etango has environmental approvals for the proposed mine and external mine infrastructure,
based on a 12-year environmental baseline. Bannerman is a CSR leader within Namibia and
exercises best-practice governance in all aspects of its business.
In August 2021, a Pre -Feasibility Study ( “PFS”) was completed on Etango -8. The PFS
confirmed that this accelerated, stre amlined project is strongly amenable to development –
both technically and economically. A DFS on Etango -8 has commenced with expected
completion in 3Q CY2022.
About Namibia Critical Metals Inc.
Namibia Critical Metals Inc. holds a diversified portfolio of exploration and advanced stage
projects in Namibia focused on the development of sustainable and ethical sources of metals
for the battery, electric vehicle and associated industries. The most advanced stage project
in the portfolio is Lofdal. The Company also holds significant land positions in areas favourable
for gold mineralization.
Heavy Rare Earths: The Lofdal Dysprosium -Terbium Project is the Company’s most
advanced project being fully permitted with a Mining Licence (ML 200) issued in 2021. The
project is being developed in joint venture with Japan Oil, Gas and Metals National Corporation
(“JOGMEC”).
Gold: The Company’s Exclusive Prospecting Licenses (“EPLs”) prospective for gold are located
in the Central Namibian Gold Belt which hosts a number of significant orogenic gold deposits
including the Navachab Gold Mine, the Otjikoto Gold Mine and more recently the discovery of
the Twin Hill s deposit. At the Erongo Gold Project, stratigraphic equivalents to the meta -
sediments hosting the recent Osino gold discovery at Twin Hills have been identified and
exploration is progressing over this highly prospective area. The Grootfontein Base Metal
and Gold Project has potential for magmatic copper-nickel mineralization, Mississippi Valley-
type zinc-lead-vanadium mineralization and Otjikoto-style gold mineralization. Interpretation
of geophysical data and regional geochemical soil sampling have identified first gold targets.
3
1 Souce: Section 3 of Bannerman’s ASX release dated 2 August 2021, Etango-8 Project Pre-Feasibility Study.
2 Source: Bannerman’s ASX release dated 11 November 2015, Outstanding DFS Optimisation Study Results.
Tantalum-Niobium: The Epembe Tantalum-Niobium-Uranium Project is at an advanced
stage with a well-defined, 10 km long carbonatite dyke that has been delineated by detailed
mapping and radiometric surveys and over 11,000 meters of drilling. Preliminary
mineralogical and metallurgical studies including sorting tests (XRT), indicate the potential for
significant physical upgrading. Further work will be undertaken to advance the project to a
preliminary economic assessment stage.
Figure 1: Location of Namibia Critical Metals’ projects
Qualified Person’s Statement
Rainer Ellmies, PhD, MScGeol, EurGeol, AusIMM is Vice President Exploration of Namibia
Critical Metals Inc. and the Company’s Qualified Person. He has reviewed and approved the
scientific and technical information in this press release.
About Japan Oil, Gas and Metals National Corporation (JOGMEC) and the Joint
Venture
JOGMEC is a Japanese government independent ad ministrative agency which among other
things seeks to secure stable resource supplies for Japan. JOGMEC has a strong reputation as
a long term, strategic partner in mineral projects globally. The mandated areas of
4
1 Souce: Section 3 of Bannerman’s ASX release dated 2 August 2021, Etango-8 Project Pre-Feasibility Study.
2 Source: Bannerman’s ASX release dated 11 November 2015, Outstanding DFS Optimisation Study Results.
responsibilities within JOGMEC relate to o il and natural gas, metals, coal and geothermal
energy. JOGMEC facilitates opportunities with Japanese private companies to secure supplies
of natural resources for the benefit of the country’s economic development.
Rare earths are of critical importance to Japanese industrial interests and JOGMEC has
extensive experience with all aspects of the sector. JOGMEC provided Lynas with
US$250,000,000 in loans and equity in 2011 to ensure supplies of the Light Rare Earths
metals suite to the Japanese industry.
Namibia Critical Metals currently owns a 95% interest in the Lofdal project with the remaining
5% held for the benefit of historically disadvantaged Namibians. The terms of the JOGMEC
joint venture agreement with the Company stipulate that JOGMEC provides $3,000,000 in
Term 1 and $7,000,000 in Term 2 to earn a 40% interest in the Lofdal project. Term 3 calls
for a further $10,000,000 of expenditures to earn an additional 10% interest. JOGMEC can
also purchase another 1% for $5,000,000 and has first right of refusal to fully fund the project
through to commercial production and to purchase all production at market prices. The
collective interests of NMI and historically disadvantaged Namibians cannot be diluted below
a 26% carried working interest upon paymen t of $5,000,000 to JOGMEC for the dilution
protection. The JV Agreement is structured such that no NMI equity will be issued and it is
totally non-dilutive to NMI shareholders. To date, JOGMEC, has approved funding Term 1 and
2 expenditures totaling $7,000,000.
The common shares of Namibia Critical Metals Inc. trade on the TSX Venture Exchange under
the symbol “NMI” and the OTCQ under “NMREF”.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
For more information please contact -
Namibia Critical Metals Inc.
Darrin Campbell, President
Tel: +01 (902) 835-8760
Fax: +01 (902) 835-8761
Email: [email protected]
Web site: www.NamibiaCriticalMetals.com
The foregoing information may contain forward-looking information relating to the future performance of Namibia Critical Metals Inc. Forward-
looking information, specifically, that concerning future performance, is subject to certain risks and uncertainties, and actual results may differ
materially. These risks and uncertainties are detailed from time to time in the Company's filings with the appropriate securities commissions.