Namibia Critical Metals Inc. — Annual Report 2021

Mar 28, 2022

Namibia Critical Metals Inc.

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED NOVEMBER 30, 2021 AND 2020

Independent auditor's report

To the Shareholders of Namibia Critical Metals Inc.

Our opinion

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Namibia Critical Metals Inc. and its subsidiaries (together, the Company) as at November 30, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

What we have audited

The Company's consolidated financial statements comprise:

• the consolidated statements of financial position as at November 30, 2021 and 2020;
• the consolidated statements of loss and comprehensive loss for the years then ended;
• the consolidated statements of changes in equity for the years then ended;
• the consolidated statements of cash flows for the years then ended; and
• the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information.

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements.

Material uncertainty related to going concern

We draw attention to Note 1 in the consolidated financial statements, which describes events or conditions that indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

PricewaterhouseCoopers LLP Cogswell Tower, 2000 Barrington Street, Suite 1101, Halifax, Nova Scotia, Canada B3J 3K1 T: +1 902 491 7400, F: +1 902 422 1166

Other information

Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Maxime Lessard.

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants

Halifax, Nova Scotia March 28, 2022

As at November 30, 2021 and 2020 (in Canadian dollars)

	November 30,2021$	November 30,2020$
Assets
Current assetsCash and short-term depositsTaxes and other receivables (note 5)Deposits and prepaid expenses	1,163,035387,38556,1021,606,522	593,696404,49627,9561,026,148
Taxes receivable (note 5)	265,809	-
Equipment (note 7)	43,281	61,795
Exploration and evaluation assets (note 8)	26,031,612	29,394,331
	27,947,224	30,482,274
Liabilities
Current liabilitiesAccounts payable and accrued liabilities (note 9)Advances received for future exploration work (note 8)	1,323,181836,6322,159,813	379,899613,785993,684
Loan payable (note 16)	34,6502,194,463	23,4071,017,091
EquityEquity attributable to the shareholders of the Company (note 10)Non-controlling interest	25,915,671(162,910)25,752,761	29,321,249143,93429,465,183
	27,947,224	30,482,274
Nature of operations and going concern (note 1)

Approved by the Board of Directors on March 28, 2022:

Director Director

/s/ "Steve E. Kapp" /s/"William L. Price"

See accompanying notes to the consolidated financial statements

Namibia Critical Metals Inc. Consolidated Statements of Loss and Comprehensive Loss

For the years ended November 30, 2021 and 2020 (in Canadian dollars except share and per share amounts)

	2021$	2020$
Operating expenses
Salaries and benefits (note 9)	95,412	93,498
Office and administration	73,706	71,032
Consulting fees (note 9)	97,619	182,661
Professional fees	106,969	79,162
Share-based payments (notes 9 and 10)	56,700	1,018,000
Travel	-	6,627
Listing and filing fees	30,252	30,520
Shareholder communications	249,750	36,546
Foreign currency exchange loss (gain)	34,817	(65,833)
Write-down of exploration and evaluation assets	4,747,952	107,656
	(5,493,177)	(1,559,869)
Other income
Interest income	3,454	3,364
Government assistance benefit (note 16)	13,000	17,000
Gain on debt settlement (note 10)	-	75,421
Gain on disposal of equipment	2,750	2,530
Other income (note 8)	-	52,898
Net loss and comprehensive loss for the year	(5,473,973)	(1,408,656)
Net loss attributable to:
Shareholders of the Company	(5,342,129)	(1,408,120)
Non-controlling interest	(131,844)	(536)
	(5,473,973)	(1,408,656)
Loss per share - Basic and diluted	(0.03)	(0.01)
Weighted average number of shares outstanding –
Basic and diluted	187,972,685	182,945,272

See accompanying notes to the consolidated financial statements.

Namibia Critical Metals Inc. Consolidated Statements of Changes in Equity

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

	Common Shares		Share-based			Total
	Without Par Value		Payments	Contributed		Shareholders'	Non-controlling	Total
	Shares	Amount	Reserve	Surplus	Deficit	Equity	interests	Equity
	#	$	$	$	$	$	$	$
Balance, Nov 30, 2020Issuance of shares per private	185,305,755	44,987,573	2,099,397	5,792,503	(23,558,224)	29,321,249	143,934	29,465,183
placements	3,101,977	743,551	-	-	-	743,551	-	743,551
Share-based payments	-	-	422,500	-	-	422,500	-	422,500
Warrants exercised	2,916,667	525,000	-	-	-	525,000	-	525,000
Options exercisedSubscription of subsidiary shares	1,410,000	119,780	(49,280)	-	-	70,500	-	70,500
(note 6)	-	-	-	-	175,000	175,000	(175,000)	-
Net lossand comprehensive loss	-	-	-	-	(5,342,129)	(5,342,129)	(131,844)	(5,473,973)
Balance, Nov 30, 2021	192,734,399	46,375,904	2,472,617	5,792,503	(28,725,353)	25,915,671	(162,910)	25,752,761
Balance, Nov 30, 2019Issuance of shares per private	180,325,121	44,249,508	1,601,344	5,272,556	(22,150,104)	28,973,304	150,871	29,124,175
placementsIssuance of shares per debt	3,472,222	436,383	-	-	-	436,383	-	436,383
settlement	1,508,412	301,682	-	-	-	301,682	-	301,682
Share-based payments	-	-	1,018,000	-	-	1,018,000	-	1,018,000
Expiry of options	-	-	(519,947)	519,947	-	-	-	-
Disposal of subsidiaries (note 8)	-	-	-	-	-	-	(6,401)	(6,401)
Net lossand comprehensive loss	-	-	-	-	(1,408,120)	(1,408,120)	(536)	(1,408,656)
Balance, Nov 30, 2020	185,305,755	44,987,573	2,099,397	5,792,503	(23,558,224)	29,321,249	143,934	29,465,183

See accompanying notes to the consolidated financial statements

Namibia Critical Metals Inc. Consolidated Statements of Cash Flows

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

	2021	2020
	$	$
Cash provided by (used in)
Operating activities
Net loss for the year	(5,473,973)	(1,408,656)
Adjustments for:
Unrealized foreign currency exchange loss (gain)	34,817	(65,833)
Share-based payments	56,700	1,018,000
Interest income recognized in net loss	(3,454)	(3,364)
Write-down of exploration and evaluation assets	4,747,952	107,656
Non-cash interest expense on loan payable	4,243	407
Gain on sale of equipment	(2,750)	(2,530)
Gain on debt settlement (note 10)	-	(75,421)
	(636,465)	(429,741)
Net change in non-cash working capital balances related to operations
Increase in amounts receivable, deposits and prepaid expenses	(276,844)	(275,375)
Increase in accounts payable and accrued liabilities (note 13)	1,151,224	300,266
Advances received for future exploration work, net of expenditures(note 8)	222,847	613,785
	447,762	191,935
Investing activities
Interest income received	3,454	3,364
Proceeds from disposal of equipment	2,750	35,665
Expenditures on exploration and evaluation assets, net of recoveries (note 13)	(1,168,205)	(282,993)
	(1,162,001)	(243,964)
Financing activities
Loan proceeds, net of government assistance	7,000	23,000
Issuance of share capital, net of costs	743,551	436,383
Proceeds from exercise of warrants	525,000	-
Proceeds from exercise of options	70,500	-
	1,346,051	459,383
Effect of exchange rate changes on cash	(75,473)	(14,260)
Net change in cash during the year	569,339	410,094
Cash and short-term deposits – Beginning of year	593,696	183,602
Cash and short-term deposits – End of year	1,163,035	593,696
Supplemental cash flow information (note 13)

See accompanying notes to the consolidated financial statements.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

1. Nature of operations and going concern

Namibia Critical Metals Inc. (the "Company") was incorporated pursuant to the Canada Business Corporations Act on April 26, 2010. The Company is a public company listed on the TSX Venture Exchange (the "TSXV"), trading under the symbol "NMI". The address of the Company's corporate office and principal place of business is Suite 802, 1550 Bedford Highway, Halifax, Nova Scotia, Canada.

The Company is in the business of exploring and developing a diversified portfolio of critical metals properties in Namibia. The amount shown as exploration and evaluation assets, all of which are located in Namibia, represents costs net of recoveries to date, less amounts written off, and do not necessarily represent present or future values. The Company has not yet determined whether its exploration and evaluation assets contain economically recoverable reserves. The recoverability of the amounts shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of the properties, and future profitable production or proceeds of disposition thereof.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business as the liabilities come due.

The Company has reported losses to date and at November 30, 2021 has an accumulated deficit of $28,725,353 (2020 - $23,558,224) and working capital (deficit), as defined by the excess of current assets over current liabilities, of ($553,291) (2020 - $32,464). The Company does not generate income or sufficient cash flows from operations. In addition to its working capital requirements, the Company must secure sufficient funding to maintain legal title to its exploration and evaluation assets and to fund its exploration and development activities and its general and administration costs.

The Company's ability to continue as a going concern is dependent upon its ability to fund its working capital and exploration requirements, and eventually to generate positive cash flows, either from operations or sale of its properties. During the year ended November 30, 2021, the Company issued 7,428,644 common shares (2020 – 4,980,634), raising $1,339,051 cash proceeds (2020 - $738,065) through two private placements and exercise of warrants and options outstanding from the previous year.

The Company holds a $5 million drawdown Equity Facility with Alumina Partners (Ontario) Ltd. ("Equity Facility"), an affiliate of New York-based private equity firm Alumina Partners, LLC., that is structured to provide the Company with timely access to private placement financing as and when required. Under the terms of the Equity Facility agreement, the Company has the right to draw down on the $5,000,000 facility, for a two-year period ending August 24, 2022, at its sole discretion, through equity private placement tranches of up to $250,000 each. As of November 30, 2021, the Company has utilized the facility twice, for a total of $200,000 gross proceeds.

On January 27, 2020, the Company entered into an agreement with Japan Oil, Gas and Metals National Corporation ("JOGMEC"), which provides JOGMEC with the right to earn a 50% interest in the Lofdal rare earths property by funding $20 million in exploration and development expenditures (note 8).

In addition to the above, management continues to evaluate alternatives to secure additional favorable financing so that the Company can continue to operate as a going concern. Nevertheless, there can be no assurance that these initiatives will be successful or sufficient. These circumstances cast significant doubt upon the Company's ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and consolidated statement of financial position classifications that would be necessary were the going concern assumption inappropriate, and these adjustments could be material.

Certain impacts to public health conditions particular to the coronavirus (COVID-19) outbreak that continued during the year ended November 30, 2021 may have an impact on the operations of the Company. The extent of the impact to the financial performance of the Company will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, (iv) the effects on the economy overall and (v) the effect on commodity prices, all of which are highly uncertain and cannot be predicted. The impact of COVID-19 to the Company was minimal during the year ended November 30, 2021.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

2. Basis of preparation

a) Statement of compliance

These consolidated financial statements, including comparative figures, have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

These consolidated financial statements were authorized for issue by the Board of Directors on March 28, 2022.

b) Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, using the accrual basis of accounting.

c) Basis of consolidation

These consolidated financial statements include the accounts of the Company's subsidiaries as at November 30, 2021 listed below. All inter-company balances and transactions are eliminated upon consolidation. Subsidiaries are consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases. Non-controlling interest represents the portion of a subsidiary's income and losses and net assets that is not held by the Company.

			Direct orIndirect
Subsidiary	Jurisdiction	Nature of business	ownership
Cayman Namibia Rare Earths Ltd.	Cayman Islands	Asset holding company	100%
Namibia Rare Earths (Pty) Ltd.	Namibia	Asset holding company	95%
Gecko Gold Holdings (Pty) Ltd.	Namibia	Asset holding company	95%
Gecko Gold Mining (Pty) Ltd.	Namibia	Asset holding company	95%
Epembe Holdings (Pty) Ltd.	Namibia	Asset holding company	95%
Epembe Mining (Pty) Ltd.	Namibia	Asset holding company	95%
Kunene Resources Holdings (Pty) Ltd.	Namibia	Asset holding company	95%
Solarwind Investments (Pty) Ltd.	Namibia	Asset holding company	95%
Kunene Resources Namibia (Pty) Ltd.	Namibia	Asset holding company	95%
Philco One Hundred Seventy-Four (Pty) Ltd.	Namibia	Asset holding company	95%
Philco One Hundred Eighty (Pty) Ltd.	Namibia	Asset holding company	95%
Philco One Hundred Ninety-One (Pty) Ltd.	Namibia	Asset holding company	95%
Philco One Hundred Ninety-Three (Pty) Ltd.	Namibia	Asset holding company	95%

d) Critical accounting estimates and judgments

The preparation of these consolidated financial statements requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and notes. By their nature, these estimates, judgments and assumptions are subject to measurement uncertainty and the effect of changes in these estimates in future periods could be material. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates. Revisions to estimates are accounted for prospectively. The more significant areas requiring the use of management estimate and judgments are as follows:

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

Critical accounting estimates

The amounts recorded for share-based payments are based on estimates. The Black Scholes model is used to estimate the value of options and incorporates assumptions for expected volatility, expected number of options to vest, dividend yield, risk-free interest rate and expected life of the options. Expected forfeitures are also estimated, which impacts the amount of share-based expense recognized. Changes in these assumptions may result in a material change to the expense recorded for the issuance of stock options and warrants.

The recoverability of amounts shown for exploration and evaluation assets is dependent on the discovery of economic reserves, the ability of the Company to obtain financing to complete development of the properties, and future production or proceeds from disposition, and is based on assumptions about future events and circumstances.

The Company makes estimates of future site restoration costs based on current legislation, technical reports, and management's estimates. These estimates will be affected by legislation in place, exploration or mining activity to be performed, and conditions of the relevant sites when the restoration activity is to be performed in future periods. Management's assumption that there are currently no decommissioning liabilities is based on the facts and circumstances that existed during the year.

Critical accounting judgments

The following accounting policies involve judgments or assessments made by management:

• determination of a cash-generating unit for assessing and testing impairment, which management has determined to be individual mineral properties;
• determination of the functional currency of the Company and of its subsidiaries;
• determination of when an exploration and evaluation asset is impaired;
• determination of whether exploration and evaluation costs are eligible for capitalization;
• determination of whether an acquisition of exploration and evaluation assets is considered to be an asset acquisition or a business combination; and
• assessment of the Company's ability to continue as a going concern.

3. Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, unless otherwise indicated.

a) Cash and short-term deposits

Cash consists of cash on hand, demand deposits and money market funds.

b) Foreign Currency Translation

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company and its subsidiaries. Primary and secondary indicators are used to determine the functional currency. The primary indicator which applies to the Company is the currency that mainly influences expenses. Secondary indicators include the currency in which funds from financing activities are generated.

Transactions in currencies other than the Company's functional currency are recorded at the rates of exchange prevailing at the dates of the transactions except for depreciation which is translated at historical exchange rates. At each consolidated statement of financial position date, monetary assets and liabilities are translated using the period-end exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are included in the consolidated statement of loss and comprehensive loss.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

c) Exploration and evaluation assets

Exploration and evaluation expenditures include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are capitalized as incurred. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, which management has determined to be indicated by a feasibility study and the Company's decision to proceed with development, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to resource property and development assets.

An impairment review of exploration and evaluation assets is performed, either individually or at the cash generating unit level, when there are indicators the carrying amount of the assets may exceed their recoverable amounts. One or more of the following facts and circumstances indicate that the Company should test exploration and evaluation assets for impairment:

• a) the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
• b) substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
• c) exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; or
• d) sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. To the extent this occurs, the excess is fully provided against the carrying amount, in the period in which this is determined.

Exploration and evaluation assets are assessed on an annual basis and these costs are carried forward provided at least one of the following conditions is met: such costs are expected to be recovered through successful exploration and development and of the area of interest or by its sale; or exploration and evaluation activities in the area have not yet reached a stage that permits reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in relation to the area are continuing, or planned in the future.

The Company may enter in joint arrangements to further pursue exploration and development activities on its exploration and evaluation assets. When funding is received by a third party to be spent on exploration and development activities on the Company's exploration and evaluation assets, such as the JOGMEC agreement (note 8), the funding received is deferred and recognized as a liability until costs are incurred. The costs are not capitalized to the Company's exploration and evaluation assets when the costs are funded by a third party. In certain instances, the Company may act as the operator and receive an operator fee to cover its overhead costs. This operator fee is first recognized against costs incurred and the excess is recognized as other income on the consolidated statement of loss and comprehensive loss.

d) Equipment

Items of equipment are recorded at cost and depreciated over their estimated useful lives. The cost of an item includes the purchase price and directly attributable costs to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Where an item of equipment comprises major components with different useful lives, the components are accounted for as separate items of equipment.

Depreciation is recognized using the following rates and methods:

Motor vehicles	20% declining balance
Exploration equipment	20% declining balance
Office equipment	30% declining balance

Depreciation methods, useful lives and residual values are reviewed at each financial year end and are adjusted if appropriate.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

e) Share-based payments

The fair value of options granted is recognized as an expense or capitalized as exploration and evaluation assets as appropriate, with a corresponding increase in equity.

The fair value of options granted to employees or those providing similar services is measured using the Black-Scholes option pricing model. The fair value is determined at the grant date and is expensed or capitalized over the period during which the share purchase options vest and is based on the Company's estimate of the shares that will eventually vest.

The fair value of options granted to non-employees is measured at the fair value of the goods or services received, on the date they are received. If the fair value of the services received cannot be estimated reliably, the fair value of the share purchase options is measured using the Black-Scholes option pricing model.

At each financial position reporting date, the amount recognized is adjusted to reflect the actual number of options that are expected to vest.

f) Income taxes

Income tax consists of current and deferred tax and is recognized in the consolidated statement of loss and comprehensive loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable for previous years.

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.

Deferred tax assets and liabilities of the same taxable entity are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, they relate to income taxes levied by the same taxation authority, and the Company intends to settle its current tax assets and liabilities on a net basis.

g) Government assistance

The Canada Emergency Business Account (CEBA) loan offered from the Canadian Government in response to the COVID-19 pandemic is an interest-free loan of $60,000 and up to $20,000 is forgivable if the loan is repaid by the repayment deadline (note 16).

The CEBA loan is initially recognized at fair value and the difference between the fair value and proceeds is treated as a government grant (the interest-free benefit). Subsequently, the CEBA loan is measured at amortized cost using the effective interest rate method.

h) Earnings (loss) per share

Earnings (loss) per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding and in-the-money stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

i) Financial instruments

Financial assets

Financial assets are classified as financial assets at amortized cost; fair value through profit and loss ("FVTPL"); or fair value through other comprehensive income, as appropriate. The Company determines the classification of its financial assets at initial recognition. All of the Company's financial assets are recognized initially at fair value and are subsequently measured at amortized cost. The Company's financial assets include cash and short-term deposits and other receivables.

Financial liabilities

Financial liabilities are classified as financial liabilities at FVTPL, or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognized initially at fair value. The Company's financial liabilities include accounts payable and accrued liabilities, advances received for future exploration work and loan payable and are subsequently measured at amortized cost.

j) Decommissioning liabilities

A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. A pre-tax discount rate that reflects the time value of money and the risks specific to the liability are used to calculate the net present value of the expected future cash flows. These costs are charged to the consolidated statement of loss and comprehensive loss over the economic life of the related asset, through depreciation expense using either the unit-of-production or the straight-line method as appropriate. The related liability is progressively increased each period as the effect of discounting unwinds, creating an expense recognized in the consolidated statement of loss and comprehensive loss. The liability is assessed at each reporting date for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.

Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.

The Company has no material restoration, rehabilitation and environmental liabilities as restoration and environmental compliance work related to exploration activities is completed on an ongoing basis and therefore the disturbance to date is minimal.

k) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance expense ("notional interest").

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic benefits will be required, the provision is reversed.

l) Warrants

Proceeds on the issuance of warrants are recorded in a separate component of equity as the warrants give right to a fixed number of the Company's common shares. Costs incurred on the issuance of warrants are recognized as a deduction from warrant proceeds. Warrants issued with common shares are measured using the residual fair value method. The fair value is included as a component of equity and is transferred from warrants to share capital on exercise.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

4. New or amendments to accounting standards not yet adopted

For the year ended November 30, 2021, there have been no accounting pronouncements by the ISAB that would have a material impact on the Company's financial results or position. Amendments to IAS 1, Presentation of Financial Statements, will be effective for years beginning with January 1, 2023. The amendments clarify how an entity classifies debt and other financial liabilities as current or noncurrent in particular circumstances. The Company is assessing whether there could be a material impact on its consolidated financial statements in the year of application.

5. Taxes and other receivables

	2021	2020
	$	$
HST receivable – Canada	11,927	21,351
VAT receivable	639,000	382,044
Other receivables	2,267	1,101
Total taxes and receivables	653,194	404,496
Less: VAT receivable - long-term	251,615	-
Taxes and other receivables - current	401,579	404,496

There is doubt of the collectability of the Namibian VAT refund claims totaling $639,000 (2020 -$382,044) due to inconsistent treatment of approving and issuing refund claims to exploration companies by the Namibian Ministry of Finance. The Company has been advised that all outstanding VAT refund claims are being held pending the outcome of a current court case on this matter and further review by the Namibian government. The VAT receivable of $387,385 (2020 - $280,997), generated from Namibia expenditures related to the Lofdal property, has been presented as current as it is expected that the amount will be recovered through the Company's agreement with JOGMEC. The remaining VAT receivable of $251,615 has been presented as a long-term asset as at November 30, 2021.

6. Loan receivable

In May 2021, the Company was awarded a Mining Licence ("ML200") for the Lofdal Heavy Rare Earth Dysprosium-Terbium Project ("Lofdal") (see note 8) by the Republic of Namibia Ministry of Mines and Energy. ML200 is valid for a 25-year period through to May 10, 2046 and is issued to the Company's 100% owned subsidiary, Namibia Rare Earths (Pty) Ltd ("NRE"). Certain conditions of ML200 mandate that historically disadvantaged Namibians represent a minimum 20% of the management structure, including the board of NRE and hold at least 5% of the voting shares of NRE.

The Company completed a re-structuring of the management and shareholdings of NRE in the year to comply with these conditions. A company owned by historically disadvantaged Namibians, Philco One Hundred Ninety-Six (Pty) Ltd. ("Philco 196"), subscribed to 5% of the voting shares of NRE. To facilitate the investment, the Company's subsidiary, Cayman Namibia Rare Earths Ltd., extended a loan to Philco 196 for $2,500,000. The loan is non-interest bearing and is to be repaid from future profit distributions of NRE. As a result of the transaction, a decrease in non-controlling interest of $175,000 was recognized on the consolidated statement of changes in equity, with the offset recognized to deficit.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

7. Equipment

	Exploration
Cost	equipment	Motor vehicles	Total equipment
November 30, 2020	90,428	149,038	239,466
Disposals	-	(21,948)	(21,948)
November 30, 2021	90,248	127,090	217,518

AccumulatedDepreciation	Explorationequipment	Motor vehicles	Total equipment
November 30, 2020	65,552	112,119	177,671
Depreciation	6,819	11,695	18,514
Disposals	-	(21,948)	(21,948)
November 30, 2021	72,371	101,866	174,237

	Exploration
Net book value	equipment	Motor vehicles	Total equipment
November 30, 2020	31,428	48,154	79,582
November 30, 2021	18,057	25,224	43,281

Depreciation charged on exploration equipment of $18,514 (2020 - $17,787) has been capitalized to exploration and evaluation assets.

8. Exploration and evaluation assets

	November 30,2020$	AcquisitionsandExpenditures$	Disposals andwrite-downs$	November 30,2021$
Lofdal Rare Earths property	23,271,106	422,558	-	23,693,664
Kunene Cobalt-Copper	4,392,477	112,112	4,165,252	339,337
Kunene Gold	530,313	778,626	-	1,308,939
Epembe Tantalum-Niobium	951,893	26,428	523,029	455,292
Other	248,542	45,509	59,671	234,380
	29,394,331	1,385,233	4,747,952	26,031,612

Lofdal rare earths property

The Lofdal rare earths property comprises an exclusive prospecting license ("EPL 3400") located approximately 450 kilometres northwest of the capital city of Windhoek and 25 kilometres northwest of the town of Khorixas in the Kunene Region of north-western Namibia. EPL 3400, which provides for mineral rights to base and rare metals, and precious metals, was originally granted in 2005. It was renewed by the Government of Namibia in February 2017 for a further two-year period to November 16, 2018 and again on May 14, 2019 for a two-year period to May 14, 2021. In November 2016, the Company submitted an application to the Ministry of Mines and Energy for a Mining License and received ML200 in May 2021, subject to certain ownership and management requirements (see note 6). The property is subject to a 2% net smelter revenue royalty.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

Partnership with JOGMEC on Lofdal

On January 27, 2020, the Company announced that it had signed an agreement with JOGMEC to jointly explore, develop, exploit, refine and/or distribute mineral products from Lofdal. The agreement provides JOGMEC with the right to earn a 50% interest in the project by funding a total of $20,000,000 in exploration and development expenditures under the following terms:

Term 1 – JOGMEC will fund $3,000,000 in exploration expenditures up to March 31, 2021. The first term funding amount is nonrefundable and JOGMEC earns no interest in the Lofdal project;

Term 2 – JOGMEC is entitled to elect to contribute an additional $7,000,000 in exploration expenditures from April 1, 2021 – March 31, 2024 to earn a 40% interest in the Lofdal project; and

Term 3 – JOGMEC is entitled to elect to contribute an additional $10,000,000 in exploration and development expenditures from April 1, 2024 – March 31, 2028 to earn an additional 10% interest in the Lofdal project.

Once JOGMEC has completed and exercised its 50% earn-in and a feasibility study has been completed on the project, JOGMEC has the right to purchase an additional 1% interest in the project from the Company for $5,000,000 and thereafter to exclusively provide funding to develop the project subject to the Company's interest in the Project not being diluted below 26%.

On September 21, 2020, the Company announced that JOGMEC elected to provide an additional $1,100,000 to Term 1 to fund additional and accelerated drilling at the Lofdal Heavy Rare Earth Project.

On April 1, 2021, the Company announced that JOGMEC elected to move to Term 2 and provide an additional $2,063,000 to fund further development and metallurgical work at the Lofdal Heavy Rare Earth Project.

During the year ended November 30, 2021, the Company received $2,796,545 (2020 - $3,303,455) from JOGMEC for exploration expenditures on the Lofdal property. As of November 30, 2021, $5,263,368 (2020 - $2,689,670) in exploration expenditures have been incurred. The Company has recorded $836,632 (2020 - $613,785) as a liability for advances received for future exploration work.

As of November 30, 2021 JOGMEC has advanced $6,100,000 of the $10,000,000 commitment for Terms 1 and 2 and has approved up to $7 million to be spent by March 31, 2022.

	November 30,2020$	Acquisitions andExpenditures$	November 30,2021$
Project Management	81,756	117,974	199,730
Geology, Drilling, Sample Analysis	2,132,324	1,134,328	3,266,652
43-101 Resource and Mine Model Update	63,394	443,021	506,415
Metallurgy	255,381	618,709	874,090
Operator's Fee	139,374	149,484	288,858
Mine planning	-	95,545	95,545
Other	17,441	14,637	32,078
	2,689,670	2,573,698	5,263,368

The expenditures incurred related to the JOGMEC agreement for the year ended November 30, 2021 are summarized in the following table:

As part of the agreement with JOGMEC, the Company is entitled to an operator fee of 10% of the direct costs incurred, which is limited to 5% for any contracts requiring aggregate payments of more than $100,000. The Company first recognized the operator fees against evaluation and exploration expenditures, as cost recoveries, and recognized the excess as other income in the consolidated statement of loss and comprehensive loss. The portion of the operator fee recognized as income during the year ended November 30, 2021 amounted to $nil (2020 - $52,741).

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

Other properties

During the year, the Company abandoned six of its non-core properties by licences EPL3825, EPL4136, EPL4347, EPL5601, EPL5773, and EPL6903.

The Company's current property portfolio is summarized as follows:

Licence	Subsidiary Company	Project
EPL3400	Namibia Rare Earths (Pty) Ltd.	Lofdal
EPL5847	Kunene Resources Namibia (Pty) Ltd.	Otjitazu
EPL5885	Kunene Resources Namibia (Pty) Ltd.	Kunene
EPL5992	Kunene Resources Namibia (Pty) Ltd.	Grootfontein
EPL6440	Gecko Gold Mining (Pty) Ltd.	Erongo
EPL6561	Kunene Resources Namibia (Pty) Ltd.	Grootfontein
EPL7115	Philco One Hundred Eighty (Pty) Ltd.	Marienfluss
MDRL3299	Epembe Mining (Pty) Ltd.	Epembe
ML200	Namibia Rare Earths (Pty) Ltd.	Lofdal

9. Related party transactions

Transactions with key management personnel for the years ended November 30, 2021 and 2020 are as follows:

	2021	2020
	$	$
Share-based payments	56,700	925,456
Consulting fees	85,119	131,611
Payments to a shareholder for administrative services	908	-
Total charged to net loss	142,727	1,057,067
Share-based payments charged to exploration and evaluation assets	365,800	-
Consulting fees charged to exploration and evaluation assets	-	80,132
Payments to a shareholder charged to exploration and evaluation assets	690,071	158,372
Total	1,198,598	1,295,571

Key management personnel include officers and directors and companies directly controlled by key management personnel or shareholders; payments are for consulting fees, share-based payments and are directly related to their position in the Company.

During the year, related party transactions charged to JOGMEC in respect of the Lofdal project, included consulting fees of $145,850 (2020 – $164,815) and payments to a shareholder of $547,549 (2020 – 459,345).

Included in accounts payable and accrued liabilities are amounts owing to related parties of $891,363 (2020 - $193,441). Included in deposits and prepaid expenses is an amount of $7,000 (2020 - $3,500) representing retainers on services contracts with officers of the Company.

Related party transactions are in the ordinary course of business and are measured at the exchange amount, which is the amount of consideration determined and agreed to by the parties.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

10. Capital stock

Authorized capital stock

An unlimited number of common shares without nominal or par value.

	November 30, 2021		November 30, 2020
	Number ofShares	$	Number ofShares	$
Balance, beginning of year	185,305,755	44,987,573	180,325,121	44,249,508
Issuance of shares per private placements	3,101,977	743,551	3,472,222	436,383
Issuance of shares per debt settlement	-	-	1,508,412	301,682
Warrants exercised	2,916,667	525,000	-	-
Options exercised	1,410,000	119,780	-	-
Balance, end of year	192,734,399	46,375,904	185,305,755	44,987,573

On April 28, 2020 pursuant to a non-brokered private placement, the Company issued 2,916,667 units at price of $0.12 per unit for gross proceeds of $350,000. Each unit consists of one common share and one warrant. Each whole warrant is exercisable for one common share at a price of $0.18 until October 28, 2021. The value of the warrants was estimated at nil using the residual method.

On June 1, 2020 pursuant to a debt settlement agreement the Company issued 1,508,412 common shares at a deemed price of $0.25 per share to fully settle an aggregate of $377,103 of unpaid compensation to senior management, directors and consultants.

On August 24, 2020, pursuant to the Equity Facility (note 1), the Company issued 555,555 units at a price of $0.18 per unit for gross proceeds of $100,000. Each unit consists of one common share and one-half warrant. Each whole warrant is exercisable for one common share at a price of $0.336 until August 24, 2022. The value of the warrants was estimated at nil using the residual method.

On January 8, 2021 pursuant to the Equity Facility (note 1), the Company issued 451,997 units at a price of $0.22125 per unit for gross proceeds of $100,000. Each unit in the second tranche consists of one common share and one-half warrant. Each whole warrant is exercisable for one common share at a price of $0.413 until January 7, 2023. The value of the warrants was estimated at nil using the residual method.

On March 12, 2021 pursuant to a non-brokered private placement, the Company issued 2,650,000 units at price of $0.25 per unit for gross proceeds of $662,500. Each unit consists of one common share and one warrant, subject to a four-month holding period, expiring July 13, 2021. Each whole warrant is exercisable for one common share at a price of $0.35 until March 12, 2022. The value of the warrants was estimated at nil using the residual method.

On October 28, 2021, 2,916,667 warrants were exercised for one common share each at $0.18 for proceeds of $525,000.

On November 28, 2021, 1,410,000 options were exercised for one common share at $.05, increasing common shares by the total of the reclassification of the share-based reserve of $49,280 and the cash proceeds of $70,500, or a total of $119,780.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

Stock option plan

The Company has a stock option plan providing for the issuance of options equal to up to 10% of the outstanding shares. The Company may grant options to its directors, officers, employees, consultants and management company employees. The exercise price of each option cannot be lower than the market price of the shares at the date of grant of the option. The number of shares optioned to insiders may not exceed 10% of the issued and outstanding shares at the date of grant. The options are generally exercisable immediately for up to a five-year period from the date of grant.

For the year ended November 30, 2021, the Company issued 1,825,000 options (2020 - 4,950,000) at an exercise price of $0.26. The assumptions used to fair value the options issued during the year ended November 30, 2021 were a risk-free rate of 0.94%, expected volatility of 142% (based on actual historical volatility), expected life of 5 years and a dividend yield of 0%. Share-based payments expense of $56,700 (2020 - $1,018,000) was charged to the consolidated statement of loss and $365,800 (2020 - $nil) was charged to exploration and evaluation assets.

The change in stock options during the year ended November 30, 2021 and 2020 is as follows:

		Weighted averageexercise price
	Number	$
At November 30, 2019	9,345,000	0.18
Expired	(2,435,000)	(0.20)
Issued	4,950,000	0.26
At November 30, 2020	11,860,000	0.21
Exercised	(1,410,000)	0.05
Issued	1,825,000	0.26
At November 30, 2021	12,275,000	0.24

The following table summarizes information about options outstanding at November 30, 2021:

Exercise price$	Options outstandingand exercisable	Expiry date	Remainingcontractual life(in years)
0.08	150,000	April 7, 2022	0.35
0.21	5,350,000	September 19, 2023	1.80
0.26	4,950,000	September 28, 2025	3.83
0.26	1,825,000	April 5, 2026	4.35
	12,275,000		2.98

Warrants

As of November 30, 2021 there were 3,153,766 warrants outstanding (2020 – 3,194,444) with a weighted average exercise price of $0.35 (2020 – $0.19). The change in warrants during the year ended November 30, 2021 and 2020 is as follows:

		Exercise Price
	Number	$
At November 30, 2019	-	-
Issued	3,194,444	0.19
At November 30, 2020	3,194,444	0.19
Exercised	(2,916,667)	0.18
Issued	2,875,989	0.36
At November 30, 2021	3,153,766	0.35

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

The following table summarizes information about warrants outstanding at November 30, 2021:

Exercise Price$	Warrantsoutstanding	Expiration Date	Remainingcontractual life(in years)
0.336	277,777	August 24, 2022	0.73
0.413	225,989	January 8, 2023	1.11
0.350	2,650,000	March 12, 2022	.28
	3,153,766		0.38

11. Capital disclosures

The Company manages its capital to maintain adequate levels of funding to support the acquisition and exploration of mineral properties and to maintain the necessary corporate and administrative functions to facilitate these activities. The capital structure consists of working capital and equity. The Company raises capital, as necessary, to meet its needs and to take advantage of perceived opportunities and, therefore, does not have a numeric target for its capital structure. The Company invests all capital that is surplus to its immediate operational needs in highly liquid financial instruments such as high interest cash accounts. There were no changes to the Company's approach to capital management during the year ended November 30, 2021. Total managed capital was as follows:

	2021	2020
	$	$
Working capital (deficit)	(553,291)	32,464
Equity	25,915,671	29,321,249

There are no externally imposed capital requirements.

12. Financial instruments and risk management

The Company's financial instruments consist of cash and short-term deposits, taxes and other receivables, accounts payable and accrued liabilities, and advances received for future exploration work. All of the Company's financial instruments are recognized at fair value and are subsequently measured at their amortized cost. The recorded values of all financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company's risk exposures and the impact on the Company's financial instruments are summarized below.

Credit risk

The Company's credit risk is primarily attributable to cash. The Company's exposure to credit risk on its cash is limited by maintaining these assets in a high-interest savings account with a high-credit quality financial institution.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages this risk through regular monitoring and adjustment of its cash flow requirements to support ongoing operations and to ensure, to the extent possible, that there is sufficient cash on hand to meet its liabilities when due. In the event the Company obtains the permits and necessary approvals to proceed with the development of the Lofdal property, it will require substantial additional capital resources and there can be no assurance that funding will be available to the Company in the future on acceptable terms (note 1). Financial liabilities, other than the loan payable (note 15), are due within one year.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as foreign exchange rates, interest rates and commodity prices.

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

Foreign exchange risk

Certain of the Company's expenditures are denominated in Namibia dollars (which are equal to the South African rand), US dollars, British Pounds, Australian dollars, and Euros. The Company's cash, amounts receivable, deposits, and accounts payable and accrued liabilities include amounts denominated in foreign currencies. Accordingly, the results of the Company's operations are subject to currency transaction risk and currency translation risk.

As at November 30, 2021, the Company had the following amounts denominated in the above currencies and converted to Canadian dollars: $758,755 in cash, $28,609 in deposits, $640,402 in taxes and other receivables, and $1,237,910 in accounts payable and accrued liabilities. A 10% change in the exchange rates would impact the Company's working capital as follows:

	$
Namibia dollars and South African rand	14,959
All other currencies	(1,309)

The operating results and financial position of the Company are reported in Canadian dollars in the Company's consolidated financial statements. The fluctuation of the Canadian dollar primarily in relation to other currencies, primarily the Namibian dollar, will consequently have an impact on the profitability of the Company and the value of the Company's assets and equity. The Company does not currently undertake any hedging activities to mitigate foreign exchange risk.

Interest rate risk

In respect of financial assets, the Company's policy is to invest cash at floating rates of interest. Cash reserves are maintained in cash and cash and short-term deposits to maintain liquidity while achieving a satisfactory return for shareholders. The impact of fluctuations in interest rates is not significant.

Commodity price risk

The Company's financial instruments are not exposed to any direct commodity price risk, as the Company does not have any financial instruments associated with commodity prices and currently has no revenues derived from mining operations. Fluctuation in commodity prices do however impact the overall viability of the Company as is common in the mineral exploration and mining industries.

13. Supplemental cash flow information

During the year ended November 30, 2021, the Company made expenditures on exploration and evaluation assets of $207,942 which were recorded as an increase in accounts payable (2020 - $141,474) and $18,514 in amortization of equipment which was recorded to exploration and evaluation assets (2020 - $17,787). These items are non-cash transactions and have been excluded from the consolidated statement of cash flows.

14. Income taxes

A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:

	2021$	2020$
Combined tax rate	29%	30%
Computed tax recovery	(1,587,452)	(417,308)
Share-based payments	16,443	302,007
OtherNon-recognition of deferred tax assets due to unused tax losses	(11,978)	(28,860)
and deductible temporary differences	1,582,987	144,161
Total income taxes	-	-

For the years ended November 30, 2021 and 2020 (in Canadian dollars)

Deductible temporary differences and unused tax losses for which no deferred tax assets have been recognized are attributable to the following:

	2021$	2020$
Canadian and foreign non-capital losses carried forward	21,579,075	20,834,849
Canadian and foreign exploration and related deferred costs	10,469,492	5,804,144
	32,048,567	26,638,993

The realization of benefits related to these future potential tax deductions is uncertain and cannot be viewed as probable. Accordingly, no net future income tax asset has been recognized for accounting purposes.

As at November 30, 2021, the Namibian subsidiaries have available business losses for income tax purposes of approximately $5,980,000 (2020 - $5,860,000) which may be carried forward indefinitely and applied against future taxable income when earned in Namibia, and the Canadian parent entity has non-capital losses for income tax purposes of approximately $15,550,000 (2020 - $14,900,000) which may be carried forward and applied against future taxable income when earned in Canada.

Expiration of the Canadian losses is as follows:

Year	$
2030	286,000
2031	1,928,000
2032	2,215,000
2033	2,666,000
2034	2,965,000
2035	2,086,000
2036	1,158,000
2038	640,000
2039	626,000
2040	392,000
2041	588,000

15. Segmented reporting

The Company has one reportable operating segment, being that of acquisition, exploration and evaluation activities. All exploration and evaluation assets are located in Namibia.

16. Loan payable

On October 8, 2020, the Company received a $40,000 emergency business loan under the CEBA initiative. An additional amount of $20,000 was received on December 29, 2020 under the same initiative. In the event the Company repays $40,000 by December 31, 2022, there will be no interest payable on the loan and the remaining $20,000 will be forgiven. In the event there is a loan balance outstanding on January 1, 2023, the loan will be renewed for a 3-year term with an annual fixed rate of interest of 5%. The repayment deadline to qualify for partial forgiveness was extended subsequent to year-end from December 31, 2022 to December 31, 2023. The Company plans to repay $40,000 before December 31, 2023. A government assistance benefit of $13,000 was recognized during year ended November 30, 2021 (2020 – $17,000).