Namibia Critical Metals Announces CDN$500,000 Private Placement

Press Release

Namibia Critical Metals Announces

CDN$500,000 Private Placement

Halifax, Nova Scotia November 20, 2023 – Namibia Critical Metals Inc. (“Namibia Critical

Metals” or the “Company” or “NCMI”) (TSXV: NMI OTCQB: NMREF) today announced it intends

to complete a non-brokered private placement in the amount of up to $500,000 consisting of

units offered at a price of $0.06 per unit (“Private Placement”) representing a 7.7% discount

to the closing price of the common shares of the Company on November 17, 2023. Each unit

will consist of one common share and one warrant. Each whole warrant will be exercisable for

one common share at a price of $0.10 for a period of 24 months. A maximum of 16,666,667

common shares of Namibia Critical Metals will be issued pursuant to the Private Placement

(assuming full exercise of all warrants).

Bannerman Energy Ltd. has confirmed their intent to participate in the Private Placement up

to a minimum amount of $209,000, representing their current pro rata ownership of the

Company of 41.8%. The participation of Bannerman Energy Ltd. (BMN.AX OTCQX: BNNLF)

may constitute Related Party Transactions under Multilateral Instrument 61 -101 - Protection

of Minority Security Holders in Special Transactions ("MI-61-101"). NCMI is relying upon an

exemption for shareholder approval required under section 5.7(1)(a) of MI 61 -101 on the

basis that any related party elements of such transactions would not exceed 25% of market

capitalization of NCMI.

The Private Placement is subject to the approval of the TSX Venture Exchange (“TSXV”).

The proceeds of the Private Placement will be used primarily to fund marketing and general

corporate purposes. The common shares and warrants of the Company issued pursuant to

the Private Placement will be subject to a four-month hold period.

Darrin Campbell, President of Namibia Critical Metals, stated:

“We are very pleased with the progress of our workstreams to deliver a Pre-Feasibility Study

next year, which is fully funded under our joint venture with JOGMEC. This announced

financing is to provide general working capital and marketing and we appreciate the continued

strong support of our largest shareholder, Bannerman Energy.”

About Namibia Critical Metals Inc.

NCMI is developing the Tier-1 Heavy Rare Earth Project, Lofdal, a globally significant deposit

of the heavy rare earth metals dysprosium and terbium. Demand for these critical metals

used in permanent magnets for electric vehicles, wind turbines and other electronics is driven

by innovations linked to energy and technology transformations. The geopolitical risks

associated with sourcing many of these metals has become a repeated concern for

manufacturers and end users. Namibia is a proven and stable mining jurisdiction.

The Lofdal Project is fully permitted with a 25-year Mining License and is under a Joint Venture

Agreement with Japan Organization for Metals and Energy Security (JOGMEC).

The Company filed a robust updated PEA for “Lofdal 2B -4” on November 14, 2022, with a

post-tax NPV of USD$ 391 million and an annual IRR of 28% with a capital expenditure of

USD$207 million. The project is projected to generate a life of mine nominal cash flow of

USD$698 million post-tax over a 16-year mine life.

About Japan Organization for Metals and Energy Security (JOGMEC) and the JV

JOGMEC is a Japanese government independent administrative agency which seeks to secure

stable resource supplies for Japan. JOGMEC has a strong reputation as a long term, strategic

partner in mineral projects globally. JOGMEC facilitates opportunities with Japanese private

companies to secure suppl ies of natural resources for the benefit of the country’s economic

development.

Rare earth elements are of critical importance to Japanese industrial interests and JOGMEC

has extensive experience with all aspects of the sector. JOGMEC provided Lynas with

USD$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 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 C$3,000,000 in Term

1 and C$7,000,000 in Term 2 to earn a 40% interest in the Lofdal project. Term 3 calls for a

further C$10,000,000 of expenditures to earn an additional 10% interest. JOGMEC can also

purchase another 1% for C$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 NCMI and historically disadvantaged Namibians cannot be diluted below

a 26% carried working interest upon payment of C$5,000,000 to JO GMEC for the dilution

protection. NMI may elect to participate up to a maximum of 44% by funding pro rata after

the earn in period is completed.

To date, JOGMEC has completed Term 2 and earned a 40% interest by reaching the C$10

million expenditure requirement. JOGMEC has approved an additional C$1,800,000 budget

for Term 3 through to March 31, 2024, totaling C$11,800,000.

Other exploration projects : 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 the Twin Hills deposit. At the Erongo Gold Project, stratigraphic equivalents to the meta-

sediments hosting the Osino gold discovery at Twin Hills have been identified and exploration

is progressing over this highly prospective area. The Grootfontein Base Metal and Gold

3

Project has potential for magmatic copper-nickel mineralization, Mississippi Valley-type zinc-

lead-vanadium mineralization and Otjikoto-style gold mineralization.

The common shares of Namibia Critical Metals Inc. trade on the TSX Venture Exchange under

the symbol “NMI” and the OTCQB Market under the symbol “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

Email: [email protected] Web site: www.NamibiaCriticalMetals.com

This news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward looking information

is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “est imate”, “may”, “will”, “would”,

“potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only

predictions. Forward-looking information is based on the opinions and estimate s of management at the date the information is provided, and is

subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in

the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should

refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if

circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place undue r eliance

on forward-looking information.