Namibia Critical Metals Inc. — Proxy Solicitation & Information Statement 2020

Apr 17, 2020

NAMIBIA CRITICAL METALS INC.

Suite 802, Sun Tower, 1550 Bedford Highway Halifax, Nova Scotia B4A 1E6

NOTICE OF ANNUAL and SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “ Meeting ”) of the Shareholders of Namibia Critical Metals Inc. (the “ Company ”) will be held in the Boardroom, at the offices of Namibia Critical Metals Inc., at Sun Tower, Suite 802, 1550 Bedford Highway, Halifax, NS B4A 1E6, on Monday, May 25, 2020 at 10:00 a.m. (Halifax time), for the following purposes:

1. To receive the consolidated financial statements of the Company for the year ended November 30, 2019, together with the Report of the Auditors thereon;

2. To elect Directors of the Company for the forthcoming year;

3. To appoint the Auditors of the Company for the forthcoming year and to authorize the Directors to fix the Auditors’ remuneration;

4. To consider and, if deemed advisable, to pass an ordinary resolution approving the continuation of the Company’s Incentive Stock Option Plan (“ Stock Option Plan ”) as more particularly described in the accompanying management information circular (" Circular "); and

5. To transact such further and other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular accompanying and forming part of this Notice.

Only Shareholders of record at the close of business on April 9, 2020 are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting, please complete, sign, date and return the enclosed proxy, whether or not you plan to personally attend. Sending your proxy will not prevent you from voting in person at the Meeting. All proxies completed by registered Shareholders must be returned to the Company:

• (a) by delivering the proxy to the Company’s transfer agent, Computershare Investor Services Inc. at its office at 100 University Ave, 8[th] floor, Toronto ON M5J 2Y1, for receipt not later than Thursday May 21, 2020, at 5:00p.m. (Halifax time); or

• (b) by internet or telephone, as instructed in the enclosed form of proxy, not later than Thursday May 21, 2020, at 5:00 p.m. (Halifax time).

Non-registered Shareholders whose Shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. More detailed description on returning proxies by non-registered Shareholders can be found on page 4 of the attached Management Information Circular.

Impact of COVID-19: The Company is carefully monitoring the public health impact of the coronavirus (COVID-19) on a daily basis, and may decide to modify the date, time or location of the Meeting depending on the situation. While we understand this could disrupt the travel plans of those who plan to attend the Meeting, our first priority is the health and safety of our communities, Shareholders, employees and other stakeholders. In the event we decide to modify the date, time or location of the Meeting, Shareholders will be notified and provided with additional details in a press release, at our website page www. NamibiaCriticalMetals.com and pursuant to filings we make with the Canadian securities regulatory authorities. As always, we encourage you to vote your shares prior to the Meeting.

DATED at Halifax, Nova Scotia, this 15th day of April 2020.

BY ORDER OF THE BOARD OF DIRECTORS “Gerald J. McConnell”

Gerald J. McConnell, Chairman

(i)