Mr. Darrin Campbell reports

NAMIBIA CRITICAL METALS CLOSES PRIVATE PLACEMENT OF CDN$500,000

Namibia Critical Metals Inc. has closed the non-brokered private placement announced on Nov. 20, 2023. A total of 8,333,333 units were issued at a price of six cents per unit. Each unit consists of one common share and one warrant. Each whole warrant is exercisable for one common share at a price of 10 cents until Dec. 22, 2025. A maximum of 16,666,667 common shares of Namibia Critical Metals will be issued pursuant to the private placement (assuming full exercise of all warrants).

The proceeds of the private placement will be used primarily to finance marketing and general corporate purposes. The common shares and warrants of the company issued pursuant to the private placement are subject to a four-month hold period, expiring April 23, 2024. No finders' fees were paid in respect of this financing.

Insiders of the company acquired $257,000 of the private placement. Participation by these insiders in the private placement was exempt from the formal valuation and minority shareholder approval requirements contained in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as the fair market value of their investments did not exceed 25 per cent of the company's market capitalization.

About Namibia Critical Metals Inc.

Namibia Critical Metals is developing a Tier 1 heavy rare earth project, Lofdal, a globally significant deposit of two 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 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 licence and is under a joint venture agreement with Japan Organization for Metals and Energy Security (JOGMEC).

The company filed a robust updated preliminary economic assessment for Lofdal 2B-4 on Nov. 14, 2022, with a posttax net present value of $391-million (U.S.) and an annual internal rate of return of 28 per cent with a capital expenditure of $207-million (U.S.). The project is projected to generate a life-of-mine nominal cash flow of $698-million (U.S.) after taxes over a 16-year mine life.

We seek Safe Harbor.