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

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

Namibia Critical Metals Inc. ("Namibia Critical Metals" or the "Company" or "NCMI") (TSXV:NMI)(OTCQB:NMREF) 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.

Source: www.namibiacriticalmetals.com

Aleksei Andrievskii | Advisory Board Member, Bendura Bank AG | Liechtenstein