Fredonia Mining Inc. — Capital/Financing Update 2023

Nov 20, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

Item One – Name and Address of Company

Namibia Critical Metals Inc. Suite 802, Sun Tower 1550 Bedford Highway Bedford, Nova Scotia Canada B4A 1E6

Item Two - Date of Material Change

November 20, 2023

Item Three - News Release

The attached news release was issued in Halifax, Nova Scotia on November 20, 2023, 2022 via Accesswire.

Item Four - Summary of Material Change

On November 20, 2023, Namibia Critical Metals Inc. (“Namibia Critical Metals” or the “Company”) (TSXV:NMI) announced it intends to complete a non-brokered private placement in the amount of up to $500,000 consisting of units offered at a price of $0.06 per unit (“Private Placement”) representing a 7.7% discount to the closing price of the common shares of the Company on November 17, 2023.

Item Five - Full Description of Material Change

On November 20, 2023 Namibia Critical Metals Inc. (“Namibia Critical Metals” or the “Company” or “NCMI”) (TSXV: NMI OTCQB: NMREF) today announced it intends to complete a non-brokered private placement in the amount of up to $500,000 consisting of units offered at a price of $0.06 per unit (“Private Placement”) representing a 7.7% discount to the closing price of the common shares of the Company on November 17, 2023. Each unit will consist of one common share and one warrant. Each whole warrant will be exercisable for one common share at a price of $0.10 for a period of 24 months. 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).

Bannerman Energy Ltd. has confirmed their intent to participate in the Private Placement up to a minimum amount of $209,000, representing their current pro rata ownership of the Company of 41.8%. The participation of Bannerman Energy Ltd. (BMN.AX OTCQX: BNNLF) may constitute Related Party Transactions under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101"). NCMI is relying upon an exemption for shareholder approval required under section 5.7(1)(a) of MI 61-101 on the basis that any related party elements of such transactions would not exceed 25% of market capitalization of NCMI.

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The Private Placement is subject to the approval of the TSX Venture Exchange (“TSXV”).

The proceeds of the Private Placement will be used primarily to fund marketing and general corporate purposes. The common shares and warrants of the Company issued pursuant to the Private Placement will be subject to a four-month hold period.

Darrin Campbell, President of Namibia Critical Metals, stated:

“We are very pleased with the progress of our workstreams to deliver a Pre-Feasibility Study next year, which is fully funded under our joint venture with JOGMEC. This announced financing is to provide general working capital and marketing and we appreciate the continued strong support of our largest shareholder, Bannerman Energy.”

Item Six – Reliance on subsection 7.1(2) of National Instrument 51-102

Not Applicable.

Item Seven - Omitted Information

Not Applicable.

Item Eight - Executive Officer

Darrin Campbell, President 902 877 5412

Item Nine – Date of Report

Dated the 20th day of November 2023 by

“Darrin Campbell”

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President