Namibia Critical Metals Announces Completion of Japan's C$23 Million Earn-In and Formation of Strategic Joint Venture Company for the Lofdal Heavy Rare Earth Project

Rhea-AI Summary

Namibia Critical Metals (OTCQB: NMREF) announced that Japan Organization for Metals and Energy Security (JOGMEC) and Toyota Tsusho have formed TJ Namibia Rare Earths Corporation (TJNREC), which will hold Japan's 50% participating interest in the Lofdal Heavy Rare Earth Project, subject to TSX Venture Exchange and shareholder approvals. Japan has completed its previously announced C$23 million earn-in, including funding of an approximately C$11 million expanded Definitive Feasibility Study (DFS) budget approved July 10, 2026.

JOGMEC has committed to invest up to C$47.668 million (about ¥5.5 billion) into TJNREC, with an initial investment completed on July 23, 2026, to fund Lofdal through DFS and toward a Final Investment Decision. All project expenditures beyond the earn-in are classified as non-dilutive, non-interest-bearing Pre-FID Capital Funding, intended to cover DFS completion, permitting, engineering and other pre-development work while preserving Namibia Critical Metals' ownership percentage.

Positive

• C$23 million earn-in completed, granting TJNREC 50% Lofdal interest, subject to approvals
• JOGMEC commitment of up to C$47.668 million into TJNREC for DFS and pre-FID work
• Post earn-in project spending treated as non-dilutive, non-interest-bearing Pre-FID Capital Funding
• Expanded DFS budget of approximately C$11 million fully funded for Lofdal advancement
• Japan partnership combines JOGMEC and Toyota Tsusho to support heavy rare earth supply chain

Negative

• TJNREC to hold a 50% participating interest in Lofdal, reducing Namibia Critical Metals' future project share versus its prior 95% project ownership
• Transfer of the 50% participating interest remains subject to TSX Venture Exchange and shareholder approvals, introducing approval risk

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Japan's Strategic Investment Advances Lofdal to Next Phase of Development with Non-Dilutive Pre-FID Project Funding

Halifax, Nova Scotia--(Newsfile Corp. - July 30, 2026) - Namibia Critical Metals Inc. (TSXV: NMI) (OTCQB: NMREF) ("Namibia Critical Metals" or the "Company" or "NCMI") is pleased to announce that Japan Organization for Metals and Energy Security ("JOGMEC") and Toyota Tsusho Corporation ("Toyota Tsusho" or "TTC") have established TJ Namibia Rare Earths Corporation ("TJNREC"), the jointly owned special purpose company that will hold Japan's 50% participating interest in the Lofdal Heavy Rare Earth Project ("Lofdal" or the "Project").

Concurrent with the establishment of TJNREC, Japan has completed its previously announced C$23 million earn-in commitment under the Joint Venture Agreement through funding of the approximately C$11 million expanded Definitive Feasibility Study ("DFS") budget approved on July 10, 2026. Completion of the earn-in results in TJNREC acquiring a 50% participating interest in the Lofdal Project, subject to prior approval of the TSX Venture Exchange and NCMI shareholders in accordance with TSX Venture Exchange policies.

JOGMEC has also announced that it has committed to invest up to C$47.668 million (approximately ¥5.5 billion) into TJNREC, with an initial investment completed on July 23, 2026. This investment capitalizes the new joint venture company as it advances the Lofdal Project through completion of the DFS and toward a Final Investment Decision ("FID").

Transition to Non-Dilutive Pre-FID Funding

Completion of the earn-in represents an important transition in the development of the Lofdal Joint Venture. As previously announced in March 2026, all project funding provided by TJNRE beyond completion of the earn-in is classified under the Joint Venture Agreement as Pre-Final Investment Decision ("Pre-FID") Capital Funding.

Under this arrangement:

• Additional project funding does not dilute Namibia Critical Metals' ownership interest;
• Such funding is non-interest bearing prior to a Final Investment Decision ("FID");
• Funding is intended to advance the Project through DFS completion, permitting, detailed engineering, long-lead activities and other approved pre-development work while preserving Namibia Critical Metals' equity position.

This unique funding structure allows the Joint Venture to continue advancing one of the world's leading heavy rare earth development projects while substantially reducing financing risk during the critical period leading to a construction decision.

Advancing a Strategic Heavy Rare Earth Supply Chain

The addition of Toyota Tsusho alongside JOGMEC further strengthens the strategic relationship between the partners and reinforces Japan's commitment to establishing diversified and secure supplies of critical minerals.

Lofdal is recognized as one of the world's few advanced-stage heavy rare earth projects with significant exposure to dysprosium, terbium and yttrium, rare earth elements that are essential for permanent magnets used in electric vehicles, robotics, defence systems, advanced electronics and renewable energy technologies.

The Project continues to advance under a fully funded Definitive Feasibility Study, including pilot-scale metallurgical programs, mineral separation testwork, detailed engineering, environmental permitting and mine development planning.

CEO Commentary

Darrin Campbell, President and Chief Executive Officer of Namibia Critical Metals, commented:

"Today's announcement represents the culmination of six years of partnership with JOGMEC and marks the beginning of an exciting new chapter for the Lofdal Project. Japan has now completed its C$23 million earn-in, Toyota Tsusho has formally joined the partnership, and TJ Namibia Rare Earths Corporation has been established to finance the Project through Definitive Feasibility and toward development. JOGMEC's announcement that it will invest up to C$47.668 million into TJNREC demonstrates the depth of Japan's long-term commitment to this Project and provides another clear endorsement of Lofdal's strategic importance to future critical mineral supply chains."

Mr. Campbell continued:

"Equally significant is our transition into the next phase of the Joint Venture. From this point forward, approved project expenditures are funded as Pre-FID Capital Funding, allowing the Project to continue advancing without dilution to Namibia Critical Metals' ownership and without interest accruing prior to a Final Investment Decision. We believe this is a highly attractive funding structure that significantly de-risks the Project while preserving meaningful value for our shareholders."

Supporting Namibia's Critical Minerals Strategy

The continued advancement of the Lofdal Project is expected to contribute to Namibia's objective of increasing value addition within the country's critical minerals sector. In addition to mine development, the ongoing DFS includes metallurgical and mineral separation studies that evaluate opportunities for downstream processing and enhanced value creation in Namibia, supporting local employment, skills development and long-term industrial growth.

About Namibia Critical Metals Inc.

Namibia Critical Metals Inc. is developing the Lofdal Heavy Rare Earth Project in Namibia, one of the few advanced heavy rare earth projects globally and among the largest known undeveloped sources of dysprosium, terbium and yttrium. The fully permitted project is being advanced through a strategic partnership with JOGMEC and Toyota Tsusho to establish secure, diversified supply chains for critical rare earth materials required for electric vehicles, renewable energy and advanced defense technologies.

About Toyota Tsusho Corporation

Toyota Tsusho Corporation 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 JOGMEC Agreement

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 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 USD$250,000,000 in loans and equity in 2011 to ensure supplies of the Light Rare Earths metals suite to the Japanese industry and invested a further USD$134 million in 2023.

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 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$13,000,000 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 JOGMEC for the dilution protection. NMI may elect to participate up to a maximum of 45% by funding pro rata after the earn in period is completed.

To date, JOGMEC and TTC have completed Term 3 and earned a 50% interest by reaching the C$23 million expenditure requirement.

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 further information, please contact:

Namibia Critical Metals Inc. Darrin Campbell, President Tel: +01 (902) 835-8760 Email: Info@NamibiaCMI.com Web site: www.NamibiaCriticalMetals.com

Renmark Financial Communications Inc.  Preston Conable: pconable@renmarkfinancial.com  Tel.: (416) 644-2020 or (212) 812-7680  www.renmarkfinancial.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", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. The Forward-Looking Statements in this news release relate to, among other things; the estimation of Mineral Resources and Mineral Reserves and the realization of such mineral estimates; the statements and other results of the PFS discussed in this news release, including, without limitation, project economics, financial and operational parameters such as expected throughput, production, processing methods, cash costs, operating costs, other costs, capital expenditures, cash flow, NPV, IRR, payback period, life of mine and REE price forecasts These statements are only predictions. Forward-looking information is based on the opinions and estimates of management and the QP's 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 reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/307381

FAQ

What did Namibia Critical Metals (NMREF) announce about Japan's C$23 million earn-in at Lofdal?

Namibia Critical Metals announced Japan has completed its C$23 million earn-in, funding the expanded DFS budget. According to the company, this completion allows TJ Namibia Rare Earths Corporation to acquire a 50% participating interest in the Lofdal Heavy Rare Earth Project, pending required approvals.

How does the new TJ Namibia Rare Earths Corporation joint venture affect ownership of the Lofdal Project for NMREF?

The new TJ Namibia Rare Earths Corporation will hold a 50% participating interest in Lofdal on behalf of Japan. According to Namibia Critical Metals, this follows completion of the earn-in; the remaining project interest stays with the company and Historically Disadvantaged Namibians under existing arrangements.

What is JOGMEC investing into TJ Namibia Rare Earths Corporation for the Lofdal rare earth project?

JOGMEC has committed to invest up to C$47.668 million (approximately ¥5.5 billion) into TJNREC. According to Namibia Critical Metals, this capital is intended to advance the Lofdal Project through Definitive Feasibility Study completion and toward a Final Investment Decision, with an initial investment completed July 23, 2026.

What does non-dilutive Pre-FID Capital Funding mean for Namibia Critical Metals shareholders in the Lofdal JV?

Non-dilutive Pre-FID Capital Funding means additional project spending does not reduce Namibia Critical Metals' ownership and is non-interest-bearing before FID. According to the company, approved expenditures will fund DFS completion, permitting, engineering and other pre-development work while preserving its equity position in the project.

What stage of development is the Lofdal Heavy Rare Earth Project after the July 30, 2026 NMREF update?

After the July 30, 2026 update, Lofdal is in a Definitive Feasibility Study stage with funding secured. According to Namibia Critical Metals, the fully funded DFS includes pilot-scale metallurgy, mineral separation testwork, detailed engineering, permitting, and mine development planning ahead of a potential Final Investment Decision.

How are Toyota Tsusho and JOGMEC involved in Namibia Critical Metals' Lofdal rare earth project (NMREF)?

Toyota Tsusho and JOGMEC are joint partners in TJ Namibia Rare Earths Corporation, which will hold Japan's 50% project interest. According to Namibia Critical Metals, Toyota Tsusho adds trading and supply-chain capabilities while JOGMEC provides strategic funding to support secure heavy rare earth supplies for Japanese industry.

What are the key terms of the original JOGMEC agreement with Namibia Critical Metals for the Lofdal project?

The JOGMEC agreement provided C$3 million in Term 1 and C$7 million in Term 2 to earn 40%, plus C$13 million in Term 3 to reach 50%. According to Namibia Critical Metals, JOGMEC may buy an additional 1% for C$5 million and has first right of refusal to fully fund to production.