Namibia Critical Metals Closes Private Placement of CDN$450,000
Press Release
Namibia Critical Metals Closes
Private Placement of CDN$450,000
Halifax, Nova Scotia November 28, 2024 – Namibia Critical Metals Inc. (“Namibia Critical
Metals” or the “Company” or “NCMI”) (TSXV: NMI OTCQB: NMREF) today announced it has
closed the non-brokered private placement announced on November 1, 202 4. A total of
12,857,143 units were issued at a price of $0.035 per unit. Each unit consists of one common
share and one -half warrant. Each whole warrant is exercisable for one common share at a
price of $ 0.05 until November 28 , 2025 . A maximum of 19,285,714 common shares of
Namibia Critical Metals will be issued pursuant to the Private Placement (assuming full
exercise of all warrants).
The proceeds of the Private Placement will be used primarily to fund general corporate
purposes. The common shares and warrants of the Company issued pursuant to the Private
Placement are subject to a four-month hold period expiring March 29, 2025. A total of $1,260
in finder’s fee was paid to one arm’s length finder in respect of this financing.
Two insiders of the Company acquired $ 266,495 of the Private Placement. Participation by
these insiders in the Private Placement was exempt from the formal valuation and shareholder
approval requirements contained in Multilateral Instrument 61 -101 Protection of Minority
Security Holders in Special Transactions as the fair market value of their investments did not
exceed 25% of the Company’s market capitalization.
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 technolo gy 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 refus al 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 JOGMEC 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. Total approved project funding to date is C$1 4,541,000 of
the $20,000,000 Earn-In requirement to reach 50% interest.
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
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”, “estimate”, “may”, “will”, “wo uld”,
“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 estimates 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, reader s 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 pla ce undue reliance
on forward-looking information.