Namibia Critical Metals Inc. — Proxy Solicitation & Information Statement 2025

Apr 9, 2025

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 Thursday, May 15, 2025 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, 2024, together with the report of the auditor thereon;
2. To elect directors of the Company for the forthcoming year;
3. To appoint the auditor of the Company for the forthcoming year and to authorize the directors to fix the auditor's 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 of meeting ("Notice of Meeting").

Only Shareholders of record at the close of business on April 2, 2025 are entitled to receive notice of the Meeting and to vote at the Meeting.

To assure your representation at the Meeting as a Registered Shareholder, 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 not later than Tuesday, May 13, 2025, at 5:00 p.m. (Halifax time):

(a) by delivering the proxy to the Company's transfer agent, Computershare Investor Services Inc. at its office at 100 University Ave, 8th floor, Toronto ON M5J 2Y1; or
(b) by internet or telephone, as instructed in the enclosed form of proxy.

Non-Registered Shareholders whose shares are registered in the name of an intermediary should carefully follow voting instructions provided by the intermediary. A more detailed description on returning proxies by Non-Registered Shareholders can be found on page 4 of the attached Circular.

DATED at Halifax, Nova Scotia, this 9th day of April 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"William L. Price"

William L. Price, Chairman

(i)