Namibia Critical Metals Inc. (TSX-V: NMI) (OTCQB: NMREF) is pleased to announce that Japan Organization for Metals and Energy Security and Toyota Tsusho Corporation have established TJ Namibia Rare Earths Corporation, the jointly owned special purpose company that will hold Japan’s 50% participating interest in the Lofdal Heavy Rare Earth 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 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.

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 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;
• 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 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.