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NMI.V ·

Namibia Rare Earths Inc. Announces Results from Shareholders Meeting

Shareholder Meetings

Press Release

Namibia Rare Earths Inc. Announces Results

from Shareholders Meeting

Halifax, Nova Scotia May 25, 2017 - Namibia Rare Earths Inc. (“Namibia Rare Earths” or

the “Company”) (TSX:NRE) is pleased to announce that the shareholders voted in favour of

all items of business before the Annual and Special Meeting of the Shareholders held in

Halifax, Nova Scotia today . Shareholders holding 73.14% of the outstanding shares of the

Company were present in person or by proxy at the meeting.

Election of Directors

The nominees for directors listed in the management proxy circular for the meeting were

elected. Details of the vote are set out below.

Nominee Votes For % For Votes Withheld % Withheld

Adrian T. Hickey 52,467,443 99.76 125,561 0.24

Douglas J. Jackson 52,303,443 99.45 289,561 0.55

William L. Price 52,467,443 99.76 125,561 0.24

Gerald J. McConnell 52,462,943 99.75 130,061 0.25

Glenn R. Williams 52,315,443 99.47 277,561 0.53

Auditor Re-appointment

Deloitte LLP was re -appointed Auditors of the Company to hold office until the next Annual

Meeting or until its successor is duly appointed.

Continuation of the Company’s Incentive Stock Option Plan

The shareholders voted in favour of the resolution approving the continuation of the

Company’s Incentive Stock Option Plan (“Plan”) and approving the unallocated options

issuable under the Plan.

2

Amendment of the Company’s Incentive Stock Option Plan

The shareholders voted in favour of the resolution to amend the Plan to include certain

requirements and restrictions required by the policies of the TSX Venture Exchange

(“TSXV”) such amendments to take effect upon the Company listing on the TSXV.

After considering various factors, including the continued listing requirements and the on -

going costs associated with having its common shares listed on the TSX, the Company has

applied for voluntary delisting of its common shares from the TSX. Th e Company intends to

transition the listing of its common shares onto the TSX Venture Exchange under the

existing ticker "NRE". Application for listing has been made to the TSXV and the Company is

providing the necessary documentation to complete the listi ng process. The listing on the

TSXV is subject to final approval and acceptance by the TSXV. One of the conditions of

listing is the amendment of the Plan by the shareholders. The Company expects the

delisting of its shares from the TSX and the transition to the TSXV to happen simultaneously

and the Company will issue a further press release once the date has been determined.

About Namibia Rare Earths Inc.

Namibia Rare Earths Inc. is focused on the accelerated development of the Lofdal Rare

Earths Project. The common shares of Namibia Rare Earths Inc. trade on the Toronto Stock

Exchange under the symbol “NRE”.

For more information please contact -

Namibia Rare Earths Inc.

Don Burton, President

Tel: +01 (902) 835-8760

Fax: +01 (902) 835-8761

Email: [email protected]

Web site: www.NamibiaRareEarths.com

No regulatory authority had approved or disapproved the adequacy or accuracy of this release. The foregoing information may c ontain

forward-looking information relating to the future performance of Namibia Rare Earths 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.

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