Mr. Darrin Campbell reports
NAMIBIA CRITICAL METALS ANNOUNCES RESULTS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND ISSUANCE OF OPTIONS
Namibia Critical Metals Inc. has released the results of the company's annual general meeting of shareholders, held on May 14, 2026. Shareholders holding 68.04 per cent of the shares were represented in person or by proxy at the meeting. All the matters submitted to the shareholders, as set out in the notice of meeting and information circular dated April 8, 2026, were voted in favour, including: (a) election of directors to the board of the company, as listed in the attached table; (b) the approval of the stock option plan, pursuant to which the company may grant stock options up to 10 per cent of its issued and outstanding common shares at the time of grant; and (c) the appointment of PricewaterhouseCoopers LLP as the auditor of the company for the ensuing year.
Adrian Hickey, Darrin Campbell, William Price and Steve Herlihy were re-elected to serve as directors of the company, with the percentage of votes cast for each director as detailed in the attached table.
The company also announced today, pursuant to the requirements of the TSX Venture Exchange, that its board of directors approved the granting of incentive stock options under its stock option plan as part of the overall remuneration and incentive program for its employees, consultants, officers and directors. A total of one million options were granted.
All the options are exercisable for a period of five years at a price of 20 cents per common share, being the closing price of the company's common shares on the TSX Venture Exchange on May 13, 2026, and will vest 25 per cent immediately and 25 per cent per quarter thereafter.
About Namibia Critical Metals Inc.
Namibia Critical Metals 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 have 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 licence and is under a joint venture agreement with Japan Organization for Metals and Energy Security (JOGMEC). Toyota Tsusho will join the Lofdal project as part of JOGMEC's ownership interest (announced on March 17, 2026).
About Toyota Tsusho Corp.
Toyota Tsusho is the trading and business development arm of the Toyota Group and one of Japan's leading global trading houses. The company operates across a wide range of sectors, including metals, energy, chemicals, mobility and advanced materials. Toyota Tsusho plays a significant role in building global supply chains for critical minerals and materials used in automotive electrification, renewable energy systems and advanced manufacturing.
About Japan Organization for Metals and Energy Security (JOGMEC) and the joint venture (JV)
JOGMEC is a Japanese government independent administrative agency that 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 supplies 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 $250-million (U.S.) in loans and equity in 2011 to ensure supplies of the light rare earths metals suite to the Japanese industry and invested a further $134-million in 2023.
Namibia Critical Metals owns a 95-per-cent interest in the Lofdal project, with the remaining 5 per cent held for the benefit of historically disadvantaged Namibians. The terms of the JOGMEC joint venture agreement with the company stipulate that JOGMEC provides $3-million in term 1 and $7-million in term 2 to earn a 40-per-cent interest in the Lofdal project. Term 3 calls for a further $13-million of expenditures to earn an additional 10-per-cent interest. JOGMEC can also purchase another 1 per cent for $5-million, and has first right of refusal to fully finance the project through to commercial production and to purchase all production at market prices. The collective interests of Namibia Critical Metals and historically disadvantaged Namibians cannot be diluted below a 26-per-cent carried working interest upon payment of $5-million to JOGMEC for the dilution protection. Namibia Critical Metals may elect to participate up to a maximum of 45 per cent by financing pro rata after the earn in period is completed.
To date, JOGMEC has completed term 2 and earned a 40-per-cent interest by reaching the $10-million expenditure requirement. Total approved project financing to date is $18,273,000 of the $23-million earn-in requirement to reach 50-per-cent interest.
The common shares of Namibia Critical Metals trade on the TSX Venture Exchange under the symbol NMI and the OTCQB market under the symbol NMREF.
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