Namibia Critical Metals Provides Update on Lofdal Joint Venture Transaction

Rhea-AI Summary

Namibia Critical Metals (OTCQB:NMREF) provided an update on the previously announced transaction for its Lofdal Heavy Rare Earth Project joint venture with Japan Organization for Metals and Energy Security (JOGMEC) and Toyota Tsusho. The company is working to satisfy remaining conditions, including shareholder consent and regulatory approvals such as final TSX Venture Exchange approval.

According to Namibia Critical Metals, JOGMEC and Toyota Tsusho have completed Term 3 funding, reaching total expenditures of C$23 million and earning a 50% interest in Lofdal. NCMI currently holds 95% of Lofdal (with 5% reserved for Historically Disadvantaged Namibians), and the project is fully permitted and focused on heavy rare earths including dysprosium, terbium and yttrium.

Positive

• JOGMEC and Toyota Tsusho earn 50% interest by completing C$23 million in expenditures under Terms 1–3
• Staged earn-in funding of C$3M (Term 1), C$7M (Term 2) and C$13M (Term 3) committed to advance Lofdal
• JOGMEC purchase and funding rights, including option to buy 1% for C$5M and first right of refusal to fully fund to production
• Lofdal fully permitted heavy rare earth project with focus on dysprosium, terbium and yttrium in Namibia

Negative

• Transaction not yet effective, still subject to shareholder consent and multiple regulatory approvals including TSX Venture Exchange
• Potential dilution risk for NCMI, with accelerated dilution penalty if it defaults on post-FID funding commitments
• Possible conversion to 1% NSR if NCMI is diluted below 10% interest under default and dilution scenarios

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HALIFAX, NS / ACCESS Newswire / August 31, 2026 / Namibia Critical Metals Inc. ("Namibia Critical Metals" or the "Company" or "NCMI") (TSXV:NMI)(OTCQB:NMREF) provides the following update regarding the previously announced transaction relating to the Lofdal Heavy Rare Earth Project ("Lofdal" or the "Project"), as disclosed in the Company's news release dated July 30, 2026.

The Company continues to work with its joint venture partners, Japan Organization for Metals and Energy Security ("JOGMEC") and Toyota Tsusho Corporation ("Toyota Tsusho"), to complete the remaining conditions required to implement the transaction, including obtaining the required shareholder consent and regulatory approvals, including final approval of the TSX Venture Exchange.

The Company is actively progressing these matters and expects to provide a further update upon receipt of the required approvals.

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 interest of NMI cannot be diluted below 21% provided NCMI pays to JOGMEC $5 million for the dilution protection and historically the disadvantaged Namibian entity shareholder cannot be diluted below a 5% carried working interest as a condition of the mining license. NMI may also elect to participate up to a maximum of 44% or 45% as the case may be by funding pro rata after a Final Investment Decision (FID). In the event that NMI defaults on its funding commitments it is subject to an accelerated dilution penalty. If under this scenario NMI is diluted below 10% the interest is converted to a 1% NSR.

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.		Renmark Financial Communications Inc.
Darrin Campbell, President		Preston Conable: pconable@renmarkfinancial.com
Tel: +01 (902) 835-8760		Tel.: (416) 644-2020 or (212) 812-7680
Email: Info@NamibiaCMI.com		www.renmarkfinancial.com
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", "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.

SOURCE: Namibia Critical Metals Inc.

View the original press release on ACCESS Newswire

FAQ

What did Namibia Critical Metals (NMREF) announce about the Lofdal joint venture on August 31, 2026?

Namibia Critical Metals announced it is progressing remaining conditions to implement the Lofdal joint venture transaction. According to Namibia Critical Metals, these include shareholder consent and regulatory approvals, such as final TSX Venture Exchange approval, before the transaction structure can be fully implemented and reported.

How much have JOGMEC and Toyota Tsusho invested in the Lofdal project with NMREF?

JOGMEC and Toyota Tsusho have reached C$23 million in expenditures at Lofdal. According to Namibia Critical Metals, completing Terms 1–3 of the earn-in agreement at this C$23 million level has allowed the Japanese partners to secure a 50% ownership interest in the project.

What ownership interest does JOGMEC earn in Lofdal under the Namibia Critical Metals agreement (NMREF)?

Under the agreement, JOGMEC can earn up to a 50% interest through staged expenditures. According to Namibia Critical Metals, C$3M in Term 1 and C$7M in Term 2 earn 40%, with C$13M in Term 3 earning an additional 10% at Lofdal.

What is Namibia Critical Metals’ current interest in the Lofdal heavy rare earth project (NMREF)?

Namibia Critical Metals currently owns a 95% interest in Lofdal. According to Namibia Critical Metals, the remaining 5% is held for the benefit of Historically Disadvantaged Namibians, and this 5% interest cannot be diluted under the terms of the mining license.

What dilution protections and risks apply to Namibia Critical Metals in the Lofdal JV (NMREF)?

Namibia Critical Metals’ interest cannot be diluted below 21% if it pays JOGMEC US$5 million for dilution protection. According to Namibia Critical Metals, if it defaults on funding after FID and is diluted below 10%, its interest converts into a 1% NSR royalty.

Can JOGMEC fully fund Lofdal to production under the Namibia Critical Metals (NMREF) agreement?

JOGMEC holds a first right of refusal to fully fund Lofdal through to commercial production. According to Namibia Critical Metals, JOGMEC also has the right to purchase all project production at market prices, alongside an option to buy an extra 1% interest for C$5 million.