Namibia Critical Metals Sells Non-Core Assets IN Namibia to Sylla GOLD Corp.
Press Release
NAMIBIA CRITICAL METALS SELLS NON-CORE ASSETS IN
NAMIBIA TO SYLLA GOLD CORP.
Halifax, Nova Scotia March 19, 202 4 – Namibia Critical Metals Inc. (“Namibia Critical
Metals” or the “Company” or “NCMI”) (TSXV: NMI OTCQB: NMREF) announces that it has
entered into a share purchase agreement with Sylla Gold Corp. (“Sylla” or “SYG”) to divest
four non-material gold properties located in Namibia. Under the agreement, Sylla is to acquire
NCMI’s 95% interest in its Namibian subsidiaries that own the rights, title and interest to the
Grootfontein, Erongo, Otjiwarongo, and Kaoko licences, and certain associated assets.
NCMI now fully focus es on advancing its Lofdal Heavy Rare Earth Project and is working to
deliver a Pre-Feasibility Study (PFS) in H2 2024.
Terms of the Agreement
As consideration for the acquisition, Sylla shall: (i) issue to NCMI 3,000,000 common shares
at a deemed issuance price of $0.05 per common share; and (ii) make a cash payment to
NCMI of $100,000.
Closing is subject to the satisfaction (or waiver) of a number of conditions precedent, including,
but not limited to receipt of all regulatory approvals and the acceptance of the TSX Venture
Exchange. The transaction is a Non -Arm’s Length transaction pursuant to TSX Venture
Exchange policies as Darrin Campbell, President and a director of NCMI, is also a director of
Sylla.
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 transf ormations. 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).
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$3,000,00 0 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$10
million expenditure requirement. JOGMEC has approved an additional C$ 3,050,000 budget
for Term 3 through to March 31, 2024. Total approved project funding to date is C$13,050,000
of the $20,000,000 Earn-In requirement to reach 50% interest.
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.