Namibia Critical Metals Inc. — Capital/Financing Update 2024

Nov 1, 2024

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 1, 2024

Item Three - News Release

The attached news release was issued in Halifax, Nova Scotia on November 1, 2024 via Accesswire.

Item Four - Summary of Material Change

On November 1, 2024, 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 $450,000 consisting of units offered at a price of $0.035 per unit ("Private Placement") representing the closing price of the common shares on October 31, 2024 and an 11% discount to the 50-day moving average price of the common shares of the Company.

Item Five - Full Description of Material Change

On November 1, 2024 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 $450,000 consisting of units offered at a price of $0.035 per unit ("Private Placement") representing the closing price of the common shares on October 31, 2024 and an 11% discount to the 50-day moving average price of the common shares of the Company. Each unit will consist of one common share and one-half warrant. Each whole warrant will be exercisable for one common share at a price of $0.05 for a period of 12 months. A maximum of 19,285,714 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 $189,450, representing their current pro rata ownership of the Company of 42.1%. 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

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basis that any related party elements of such transactions would not exceed 25% of market capitalization of NCMI.

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.

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 902 835 8760

Item Nine – Date of Report

Dated the 1st day of November 2024 by

"Darrin Campbell"

President