NAMIBIA CRITICAL METALS INC.

Notice of Annual and Special Meeting of Shareholders and Management Information Circular

May 14, 2026
Halifax, Nova Scotia

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

Tel: (902) 835-8760
Email: [email protected]
Website: www.NamibiaCriticalMetals.com
Trading Symbol: TSXV:NMI

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 14, 2026 at 10:00 a.m. (Halifax time), for the following purposes:

To receive the consolidated financial statements of the Company for the year ended November 30, 2025, together with the report of the auditor thereon;
To elect directors of the Company for the forthcoming year;
To appoint the auditor of the Company for the forthcoming year and to authorize the directors to fix the auditor's remuneration;
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
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 8, 2026 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 12, 2026, 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 320 Bay Street, 14th floor, Toronto ON M5H 4A6; 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 8th day of April 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"William L. Price"

William L. Price, Chairman

(i)

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

Information Regarding the Meeting ... 2
Notice and Access ... 2
Solicitation of Proxies ... 2
Appointment and Revocation of Proxies ... 2
Exercise of Proxies ... 5
Voting Shares and Principal Holders Thereof ... 5

MATTERS TO BE ACTED UPON AT MEETING

Election of Directors ... 5
Appointment of Auditor ... 8
Annual Approval of Continuation of Incentive Stock Option Plan ... 8

STATEMENT OF EXECUTIVE COMPENSATION

Overview ... 11
Components of Compensation ... 12
Summary Compensation Table ... 13
Incentive Plan Awards ... 14
Employment, Termination and Change of Control Arrangements ... 14
Director Compensation ... 15
Compensation Governance ... 16

SECURITIES AUTHORIZED FOR ISSUANCE UNDER STOCK OPTION PLANS

Stock Option Plan ... 17

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ... 18

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Independence of the Board of Directors ... 18
Independence of the Chair ... 18
Outside Directorships ... 19
Board Meetings ... 19
Board Mandate ... 19
Orientation and Continuing Education ... 20
Nomination of Directors ... 20
Committees of the Board ... 21
Audit Committee ... 21
Compensation and Corporate Governance Committee ... 23
Policies and Procedures of the Board ... 23
Assessments ... 25

OTHER BUSINESS

PROPOSALS BY SHAREHOLDERS ... 25

ADDITIONAL INFORMATION

OTHER MATERIAL FACTS ... 25

CERTIFICATE

SCHEDULE A ... 27

SCHEDULE B

... 30

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

Information Regarding the Meeting

THIS MANAGEMENT INFORMATION CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF NAMIBIA CRITICAL METALS INC. (the "Company") for use at the Annual and Special Meeting of Shareholders of the Company to be held in the Boardroom, at the offices of Namibia Critical Metals Inc., Suite 802, Sun Tower, 1550 Bedford Highway, Halifax, NS B4A 1E6, at 10:00 a.m. (Halifax time) on Thursday, May 14, 2026 (the "Meeting") or at any adjournment thereof for the purposes set forth in the accompanying Notice of Meeting.

Notice and Access

The Company is using notice-and-access delivery procedures under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101") and National Instrument 51-102 - Continuous Disclosure Obligations to deliver this Circular to Registered Shareholders and Non-Registered Shareholders. This means that the Company will post the Circular online for Shareholders to access electronically. Shareholders will receive a package in the mail with a notice explaining how to access and review the Circular electronically and how to request a paper copy at no charge, as well as a voting instruction form ("VIF") or a form of proxy, as applicable (collectively with the Notice of Meeting and the Circular, the "Meeting Materials"). Notice-and-access gives Shareholders more choice, reduces printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption. The Circular will be available at www.envisionreports.com/Namibia2026 and on SEDAR+ at www.sedarplus.ca. A Shareholder may request a paper copy of this Circular, at no cost, up to one year from the date the Circular was filed on SEDAR+. Requests for paper copies should be made as soon as possible, but must be received no later than April 30, 2026, in order to receive a paper copy before the Meeting.

Solicitation of Proxies

Solicitation of proxies will be primarily by mail or courier, supplemented by telephone or other personal contact by employees or agents of the Company at nominal cost, and all costs thereof will be paid by the Company. The Company is sending all proxy related material directly to non-objecting beneficial owners and will also pay the fees and costs of intermediaries for their services in transmitting proxy related material to objecting beneficial owners in accordance with National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101").

The Board of Directors of the Company has fixed the record date for the Meeting as the close of business on March 31, 2026 (the "Record Date"). Only registered holders of Shares at the close of business on the Record Date (the "Shareholders") will be entitled to vote at the Meeting. Such registered Shareholders will be entitled to one vote each on a show of hands and one vote per Common Share on a poll.

Two or more persons present in person or by proxy representing at least 5% of the Shares entitled to vote at the Meeting will constitute a quorum at the Meeting.

Appointment and Revocation of Proxies

A Shareholder who has given a proxy may revoke it at any time insofar as it has not been exercised. In addition to any other manner permitted by law, a Shareholder who has given an instrument of proxy may revoke it by instrument in writing, executed by the Shareholder or by his attorney authorized in writing, or if the Shareholder is a Company, under its corporate seal, and deposited either with the Company's President, at Suite 802, Sun Tower, 1550 Bedford Highway, Halifax, NS B4A 1E6 or with the Company's transfer agent, Computershare Investor Services Inc. ("Computershare") at its office at 320 Bay Street, 14th floor, Toronto ON M5H 4A6 at any time up to and including the last business day preceding the Meeting at which the proxy is to be used, or any adjournment thereof or with the Chairman of such Meeting on the date of the Meeting, or any adjournment thereof, and upon either of such deposits the proxy is revoked. A Shareholder attending the

Meeting has the right to vote in person and if he does so, his proxy is nullified with respect to the matters such person votes upon and any subsequent matters thereafter to be voted upon at the Meeting.

The persons named in the enclosed form of proxy are officers of the Company. Each Shareholder has the right to appoint a person or a company (who need not be a Shareholder) to attend and act for him and on his behalf at the Meeting other than the persons designated in the enclosed form of proxy. Such right may be exercised by striking out the names of the persons designated on the enclosed form of proxy and by inserting such appointed person's name in the blank space provided for that purpose or by completing another form of proxy acceptable to the Board of Directors of the Company.

Registered Shareholders

Registered Shareholders have two methods by which they can vote their Shares at the Meeting; in person or by proxy. Shareholders wishing to vote in person at the Meeting should not complete and return the proxy included with this Circular. Their vote will be taken and counted at the Meeting. Shareholders who do not wish to attend the Meeting or do not wish to vote in person can vote by proxy.

A Registered Shareholder must return the completed proxy to the Company no later than Tuesday, May 12, 2026 at 5:00 p.m. (Halifax time) as follows:

(a) by delivering the proxy to the Company's transfer agent, Computershare at its office at 320 Bay Street, 14th floor, Toronto ON M5H 4A6; or
(b) by internet or telephone, as instructed in the enclosed form of proxy.

Non-Registered Shareholders

Non-Registered Shareholders who have not objected to their intermediary disclosing certain ownership information about themselves to the Company are referred to as "NOBOs". Non-Registered Shareholders who have objected to their intermediary disclosing the ownership information about themselves to the Company are referred to as "OBOs".

In accordance with the requirements of NI 54-101, the Company is sending the Meeting Materials using notice-and-access directly to the NOBOs and indirectly, through intermediaries, to the OBOs. The Company will also pay the fees and costs of intermediaries for their services in delivering Meeting Materials to OBOs in accordance with NI 54-101.

Meeting Materials Received by OBOs from Intermediaries

The Company has distributed copies of the Meeting Materials using notice-and-access to intermediaries for distribution to OBOs. Intermediaries are required to deliver these materials to all OBOs of the Company who have not waived their right to receive these materials, and to seek instructions as to how to vote Shares. Often, intermediaries will use a service company (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to OBOs.

OBOs who receive Meeting Materials will typically be given the ability to provide voting instructions in one of two ways:

(a) Usually, an OBO will be given a VIF which must be completed and signed by the OBO in accordance with the instructions provided by the intermediary. In this case, the mechanisms described above for Registered Shareholders cannot be used and the instructions provided by the intermediary must be followed.
(b) Occasionally, however, an OBO may be given a proxy that has already been signed by the intermediary. This form of proxy is restricted to the number of Shares owned by the OBO but is otherwise not completed. This form of proxy does not need to be signed by the OBO but must be

completed by the OBO and returned to Computershare in the manner described above for Registered Shareholders.

The purpose of these procedures is to allow OBOs to direct the proxy voting of the Shares that they own but that are not registered in their name. Should an OBO who receives either a form of proxy or a VIF wish to attend and vote at the Meeting in person (or have another person attend and vote on their behalf), the OBO should strike out the persons named in the form of proxy as the proxy holder and insert the OBOs (or such other person's) name in the blank space provided or, in the case of a VIF, follow the corresponding instructions provided by the intermediary. In either case, OBOs who received Meeting Materials from their intermediary should carefully follow the instructions provided by the intermediary.

To exercise the right to revoke a proxy, an OBO who has completed a proxy (or a VIF, as applicable) should carefully follow the instructions provided by the intermediary.

Proxies returned by intermediaries as "non-votes" because the intermediary has not received instructions from the OBO with respect to the voting of certain shares or, under applicable stock exchange or other rules, the intermediary does not have the discretion to vote those shares on one or more of the matters that come before the Meeting, will be treated as not entitled to vote on any such matter and will not be counted as having been voted in respect of any such matter. Shares represented by such "non-votes" will, however, be counted in determining whether there is a quorum.

Meeting Materials Received by NOBOs from the Company

As permitted under NI 54-101, the Company has used a NOBO list to send the Meeting Materials using notice-and-access directly to the NOBOs whose names appear on that list. If you are a NOBO and the Company's transfer agent, Computershare, has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained from the intermediary holding such shares on your behalf in accordance with applicable securities regulatory requirements.

As a result, any NOBO of the Company can expect to receive a scannable VIF from Computershare. Please complete and return the VIF to Computershare in the envelope provided. In addition, telephone voting and internet voting are available, as further described in the VIF. Instructions in respect of the procedure for telephone and internet voting can be found in the VIF. Computershare will tabulate the results of the VIFs received from the Company's NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs received by Computershare.

By choosing to send these materials to you directly, the Company (and not the intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. The intermediary holding Shares on your behalf has appointed you as the proxyholder of such shares, and therefore you can provide your voting instructions by completing the proxy included with this Circular in the same way as a Registered Shareholder. Please refer to the information under the heading "Registered Shareholders" for a description of the procedure to return a proxy, your right to appoint another person or company to attend the Meeting, and your right to revoke the proxy.

Although a Non-Registered Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his or her broker, a Non-Registered Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Shares in that capacity. Non-Registered Shareholders who wish to attend the Meeting and indirectly vote their Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the form of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker.

Exercise of Proxies

On any ballot that may be called for, the Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Company in the enclosed form of proxy will be voted or withheld from voting in accordance with the instructions given on the form of proxy and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares will be voted accordingly. Where no choice is specified, the enclosed proxy will confer discretionary authority and will be voted in favour of all matters referred to on the form of proxy. The proxy also confers discretionary authority to vote for, withhold from voting or vote against amendments or variations to matters identified in the Notice of Meeting and with respect to other matters not specifically mentioned in the Notice of Meeting but which may properly come before the Meeting.

Management has no present knowledge of any amendments or variations to matters identified in the Notice of Meeting or any business other than that referred to in the accompanying Notice of Meeting which will be presented at the Meeting. However, if any other matters properly come before the Meeting, it is the intention of the person named in the enclosed proxy to vote in accordance with the recommendations of management of the Company.

Proxies must be received by Computershare not later than Tuesday, May 12, 2026 at 5:00 p.m. (Halifax time).

Voting Shares and Principal Holders Thereof

The authorized capital of the Company consists of an unlimited number of Common Shares ("Shares"), of which 233,586,779 are issued and outstanding as of the date hereof. Each Share is entitled to one vote.

As of the date hereof, to the knowledge of the Directors and senior Officers of the Company, no person or corporation beneficially owns, or exercises control or direction over, directly or indirectly, 10% or more of the outstanding Shares of the Company, except as follows:

Name of Shareholder	Number of Voting Securities	Percentage of Outstanding Voting Securities
Bannerman Energy Canada Ltd.	101,271,631	43.36
Gerald J. McConnell	24,877,340	10.65

MATTERS TO BE ACTED UPON AT MEETING

Election of Directors

According to the Articles and By-Laws of the Company, the Board of Directors shall consist of not less than one (1) and no more than ten (10) persons, such number within that range to be determined by resolution of the Board of Directors of the Company. The Board of Directors has presently determined that the business of the Company may properly be conducted by a Board of Directors consisting of four (4) directors. All directors are elected to serve until the next annual meeting of Shareholders of the Company, subject to earlier resignation or removal.

The Board nominees are our current directors who, in the opinion of management, are well qualified to direct the Company's activities for the ensuing year and have confirmed their willingness to serve as directors, if elected:

Adrian T. Hickey
Steve Herlihy

William L. Price
Darrin Campbell

Majority Voting Policy

Unless the proxy specifically instructs the proxyholder to vote against a nominee, Shares represented by the proxies hereby solicited shall be voted FOR the election of the nominees whose names are set forth above. If, prior to the Meeting, any of the listed nominees shall become unavailable to serve, the persons designated in the proxy form will have the right to use their discretion in voting for a properly qualified substitute.

Greater than 50% of the votes cast by Shareholders present in person or by proxy are required to elect the directors.

On April 29, 2013, the Company adopted a majority voting policy (the "Policy"). The Policy requires that any nominee for director who receives a greater number of votes "against" than "for" his or her election shall immediately tender his or her resignation to the chair of the Board of Directors following the meeting. This Policy applies only to uncontested elections, meaning elections where the number of nominees for director is equal to the number of directors to be elected.

The Audit Committee shall consider the offer of resignation in accordance with the Policy and recommend to the Board of Directors whether or not to accept it. The Board of Directors expects to accept any resignation pursuant to the Policy except in situations where extenuating circumstances would warrant the applicable director to continue to serve on the Board of Directors. The Board of Directors shall act on the Committee's recommendation within 90 days of the applicable meeting of Shareholders and announce its decision via news release. If a resignation is accepted, the Board of Directors may: (i) leave any resulting vacancy unfilled until the next annual general meeting of Shareholders; (ii) appoint a new director to fill the vacancy created by the resignation; or (iii) call a special meeting of Shareholders at which there will be presented a management slate to fill the vacant position or positions.

About the Board Nominees

NAME, PROVINCE or STATE and COUNTRY OF RESIDENCE	POSITION/ TITLE	APPOINTED/ ELECTED	PRINCIPAL OCCUPATION	SHARES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED
Adrian T. Hickey(1) (2)
Lisbon, Portugal	Director	December 16, 2010	Private Developer and Project Financier	7,573,048
Steve Herlihy(1)(2)
Perth, Australia	Director	May 18, 2023	Chief Financial Officer, Bannerman Energy Ltd.	Nil(3)
William L. Price(1) (2)
California, United States of America	Director	June 27, 2013	Retired Businessman	11,902,000
Darrin Campbell
Nova Scotia, Canada	Director	May 27, 2021	President of the Company	2,215,329

Notes:
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Mr. Herlihy is the Chief Financial Officer at Bannerman Energy Ltd. which owns 101,271,631 (43.36%) of the common shares of the Company through its subsidiary Bannerman Energy Canada Ltd.
(4) The information as to Shares beneficially owned or controlled, directly or indirectly, including by associates or affiliates, not being within the knowledge of the Company, has been furnished by the respective directors as of April 3, 2026.

Biographical information for each nominee is set out below.

Adrian T. Hickey - Since 2009, Mr. Hickey has been a private developer and financier of projects, focusing on early-stage greenfield mining prospects throughout Sub Saharan Africa. From 2006 to 2009, Mr. Hickey was Chairman and Chief Executive Officer of Minas de Revuboe Limitada, a private company that he co-founded and then managed through the development of a greenfield coal project in Mozambique and on to a feasibility study and final sale. From 2001 to 2006, he was managing director of NAB Mining Group Africa (Pty) Ltd, a mining, exploration and development company that he founded, which partnered with Nippon Steel of Japan and developed greenfield coal deposits in South Africa. From 1996 to 2001, he was a manager of Baan, which was the vendor of enterprise resource planning software. From 1986 to 1994, he was the founder and managing director of Swiss Chrome International AG, which developed a greenfields chrome project that is now owned by Mitsubishi Corporation and is presently the fourth-largest ferrochrome producer globally. From 1977 to 1985, Mr. Hickey held a number of positions with various companies providing geophysical technical services in connection with a number of mining projects worldwide.

Steve Herlihy - Mr. Herlihy is a Chartered Accountant with over 30 years' professional experience. He currently serves as the Chief Financial Officer of Bannerman Energy Ltd., an Australian listed uranium development company, which is also the largest single shareholder of the Company. His extensive background in the resources sector includes several roles within BHP Limited, commencing as global Financial Controller for BHP Iron Ore before progressing to special project roles. More recently, he was a partner of a national accounting and advisory firm that was part of a top-ten global accounting network. Mr. Herlihy has deep, hands-on experience in project finance and M&A activities. His broad transactional experience ranges from negotiating small joint venture agreements through to lead commercial roles on large-scale multinational transactions. Mr. Herlihy holds a Bachelor of Business (Accounting) from Curtin University, a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australia and a Master of Business Administration (MBA) from Deakin University.

William L. Price - Mr. Price is the former Chairman and Global Chief Investment Officer of Dresdner RCM Global Investors and CIO for equities at Allianz Dresdner RCM. Following his retirement in 2003, Mr. Price has been a private investor and CEO of the William L. Price Charitable Foundation. He has served as a corporate director of several publicly traded companies. A graduate of Dartmouth College and a Graduate Fellow (Political Science) at Brooklyn College, Mr. Price worked for the US Department of State before going to Wall Street as a securities analyst. He joined Rosenberg Capital Management in 1976 and became Chairman and CEO in 1996. For fifteen of those years he was a guest lecturer at the Graduate School of Business at Stanford University.

Darrin Campbell - Mr. Campbell is a Chartered Professional Accountant and Certified Management Accountant with 20 years of executive financial management experience. Mr. Campbell served as the Chief Financial Officer of the Company from March 2017 to April 1, 2021 when he was appointed the President of the Company. He has provided contract accounting and financial services to numerous public and private companies and played key leadership roles in financings and transactions taking companies public on the TSX-V. From 2013-2014 he was mine controller and then chief financial officer at Ressources Appalaches Inc. where he was the financial leader bringing Nova Scotia's first operating gold mine into production in over 14 years. Mr. Campbell currently serves as a director of Sylla Gold Corp. (SYG:TSXV). Mr. Campbell obtained a Bachelor of Commerce from Saint Mary's University in 1996 and is a member of the Chartered Professional Accountants of Nova Scotia.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

None of the Company's directors is, as at the date of this Circular or has been within the ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that was subject to one of the following orders, that was in effect for a period of more than 30 consecutive days:

(a) a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemption under securities legislation that was issued while the director, chief executive officer or chief financial officer was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) a cease trade order, an order similar to a cease trade order or an order that denied the company access to any exemption under securities legislation that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of the Company's Directors:

(a) is, as at the date of this Circular, or has been within the ten years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b) has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or the shareholder; or

(c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Conflicts of Interest

To the Company's knowledge, there are no existing or potential material conflicts of interest between the Company or a subsidiary of the Company and any director or officer of the Company or of a subsidiary of the Company.

Appointment of Auditor

PricewaterhouseCoopers LLP, Chartered Accountants, Suite 1101, 2000 Barrington Street, Halifax, Nova Scotia, B3J 3K1 have been the Company's auditor since November 8, 2018.

The Shareholders will be asked at the Meeting to vote for the appointment of PricewaterhouseCoopers LLP as auditor of the Company until the next annual meeting of the Shareholders of the Company or until a successor is appointed, at a remuneration to be fixed by the directors.

Unless the proxy specifically instructs the proxyholder to withhold such vote, Shares represented by the proxies hereby solicited shall be voted FOR the appointment of PricewaterhouseCoopers LLP as auditor of the Company until the next annual meeting of shareholders or until a successor is appointed, at a remuneration to be fixed by the directors.

Greater than 50% of the votes cast by Shareholders present in person or by proxy are required to appoint the auditors of the Company.

Annual Approval of Continuation of Incentive Stock Option Plan

Introduction

The Company has adopted a 10% "rolling" stock option plan (the "Stock Option Plan"). The purpose of the Stock Option Plan is to attract and retain directors, officers, employees and service providers to the Company or its affiliates and to motivate them to advance the interests of the Company by affording them with the

opportunity to acquire an equity interest in the Company through options. The rules of the TSXV provide that the continuation of a rolling stock option plan must be approved by the Shareholders every year after the institution of the stock option plan. The TSXV is referred to as the "Exchange".

The Company is seeking approval by the Shareholders of the continuation of the Stock Option Plan in accordance with the rules and policies of the Exchange. Options previously granted pursuant to the Stock Option Plan will continue unaffected by the result of the Shareholders' vote in respect of the continuation of the Stock Option Plan. Furthermore, all previously granted options will not be available for re-allocation if they are cancelled prior to their respective exercise dates in the event the continuation of the Stock Option Plan is not approved by the Shareholders at the Meeting. There are currently 12,400,000 options outstanding under the Stock Option Plan. The Company does not intend to grant any additional options under the Stock Option Plan prior to receiving Shareholder approval of the continuation of the Stock Option Plan at the Meeting.

"Rolling" Maximum Reserve

The Stock Option Plan provides that the number of Shares reserved for issuance upon the exercise of options is a rolling maximum number that shall not be greater than 10% of the outstanding Shares at any point in time.

Other Terms

The Stock Option Plan authorizes the Board (or a committee of the Board if so authorized by the Board), to grant options in favour of "Eligible Persons". Eligible Persons are directors, officers, employees, consultants, management company employees or any other service providers of the Company or its affiliates. When considering new grants of Options, the Board will take previous grants into account.

Issuances under the Stock Option Plan are subject to the following restrictions:

(a) the aggregate number of Shares issuable pursuant to all options granted in any 12 month period to insiders of the Company (as a group) under the Stock Option Plan, together with any other security-based compensation arrangement, cannot exceed 10% of the outstanding Shares, calculated as at the date any option is granted to any Insider;

(b) the aggregate number of Shares issuable to insiders of the Company at any time under the Stock Option Plan together with any other security-based compensation arrangement cannot exceed 10% of the outstanding Shares at any point in time;

(c) the aggregate number of options granted to any one person (and companies wholly owned by that person) in a 12-month period may not exceed 5% of the issued Shares, calculated on the date an option is granted to the person unless the requisite disinterested shareholder approval has been obtained;

(d) the aggregate number of options granted to any one consultant in a 12-month period may not exceed 2% of the issued Shares, calculated at the date an option is granted; and

(e) the aggregate number of options granted to all persons retained to provide investor relation activities (as that term is defined by the Exchange) may not exceed 2% of the issued Shares in any 12-month period, calculated at the date an option is granted.

The date of grant, the number of Shares, the vesting period and any other terms and conditions of options granted pursuant to the Stock Option Plan are determined by the Board, subject to the express provisions of the Stock Option Plan. An option granted to an optionee performing investor relations activities must vest in stages over twelve (12) months with no more than one quarter (1/4) of the options vesting in any three-month period, and vesting may not be accelerated without approval of the Exchange.

Unless otherwise specified by the Board at the time an option is granted under the Stock Option Plan:

(a) the exercise price of the option will be the discounted market price (as that term is defined by the Exchange) of the Shares at the date an option is granted;

(b) the term of the option will be 10 years from the date of the grant (which is the maximum allowable term under the Stock Option Plan), unless the expiry of the term falls during a black-out from trading in the securities of the Company imposed on certain persons including the optionee pursuant to any policies of the Company, and where such black-out applies, the expiry of the term of the option shall automatically be extended to 10 business days following the end of the black-out;

(d) if before the expiry of the option, the optionee ceases to be an Eligible Person for any reason other than termination by the Company for cause, the option will terminate within ninety days of the date the optionee ceases to be an Eligible Person; provided however, in the event of the death of the optionee, the option continues to be exercisable for a period up to twelve months from the date of such event. If the optionee ceases to be an Eligible Person by reason of termination by the Company for cause, the option will terminate immediately upon the optionee ceasing to be an Eligible Person.

In the event an offer is made for the Shares which would result in the offeror exercising control of the Company within the meaning of applicable securities laws, any options then outstanding (other than unvested options held by an optionee performing investor relations activities) may be exercised so as to allow the optionee to tender the Shares received upon such an exercise to the offer; provided however, if the offer is not completed or the Shares tendered to the offeror are not taken up and paid for by the offeror, then such Shares must be returned to the Company by the optionee and the terms of the options applicable prior to the offer will again apply to the options. The options are non-assignable.

Subject to the approval of the Exchange as required, the Board has the discretion to amend or terminate the Stock Option Plan or, with the consent of the holder, amend or terminate any outstanding option provided however, no amendment will alter the terms of any outstanding options unless the required shareholder approval, or disinterested shareholder approval, as the case may be, is obtained.

Payment in respect of the exercise of an option may be made in cash or by cheque, or the Board may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism or by such other method as the Board may determine to be appropriate.

Existing Stock Options

In fiscal year 2025, 4,350,000 options were issued and 4,550,000 options expired unexercised. The total number of currently outstanding options is 12,400,000 (5.31% of the issued and outstanding Shares as of the date thereof).

Approval of Continuation Resolution

Shareholders will be asked to consider, and if deemed advisable, to approve the following resolution approving the continuation of the Stock Option Plan:

WHEREAS the Board adopted the Stock Option Plan on April 26, 2010 as amended May 25, 2017 and May 16, 2024, which does not have a fixed maximum number of Shares issuable;

AND WHEREAS the rules of the TSXV provide that a company's security-based compensation arrangement which does not have a fixed number of maximum securities issuable, be approved every year;

AND WHEREAS the shareholders of the Company last approved the Stock Option Plan at a meeting of shareholders held on May 15, 2025;

NOW THEREFORE BE IT RESOLVED as an ordinary resolution of the Shareholders of the Company that:

the continuation of the Company's Stock Option Plan be approved for the maximum period permitted under the policies of the TSXV;

the Company has the ability to continue granting options under the Stock Option Plan until May 13, 2027; and
any officer or director of the Company is hereby authorized, for and on behalf of the Company, to do all such things and execute all such documents and instruments as may be necessary or desirable to give effect to this resolution.

Shareholders will be asked to approve the continuation of the Stock Option Plan every year in accordance with the rules and policies of the Exchange. Therefore, if the resolution is approved at the Meeting, Shareholders will be asked for such approval again at the annual and special meeting of the shareholders of the Company to be held in 2027.

The Board recommends that the Shareholders approve the continuation of the Stock Option Plan. If the resolution is not approved by Shareholders, the Board will not issue any further options under the Stock Option Plan until Shareholder approval is obtained. All options that have been granted but not exercised will continue unaffected.

Unless the proxy specifically instructs the proxyholder to vote against the resolution, Shares represented by the proxies hereby solicited shall be voted FOR the resolution to approve the Stock Option Plan.

Greater than 50% of the votes cast by Shareholders present in person or by proxy are required to approve the Stock Option Plan.

STATEMENT OF EXECUTIVE COMPENSATION

Overview

Compensation of executive officers is based on the underlying philosophy that such compensation should be competitive with other relevant companies of similar size in the mining sector and should be reflective of the requirements, experience, performance and contribution of the individuals involved and the overall performance of the Company.

The objectives of the Company's executive compensation are twofold, namely: (i) to enable the Company to attract, retain and reward appropriately qualified and experienced individuals to serve as executives of the Company; and (ii) to align the compensation levels available to the executives to the successful implementation of the Company's corporate and strategic plans. Each element of the Company's executive compensation is intended to contribute to an overall total compensation package which is designed to provide both short-term and long-term financial incentives to the Company's executives. The Compensation Committee annually assesses how each element fits into the overall compensation package and makes recommendations to the Board relating thereto from time to time.

The Company concluded 2025 with a very small executive team, consisting of the President, the Chief Financial Officer ("CFO") and the Vice President Exploration (each, a "Named Executive Officer" or "NEO"). Teri Anderson was appointed CFO of the Company on September 8, 2023, replacing Susanne Willett who resigned as CFO on that date. The Company has no other senior officers. Given the size and stage of development of the Company, the services of the NEOs are provided on a part-time basis at an hourly billing rate.

Given the size and stage of development of the Company, the Compensation Committee and the Board of Directors have not conducted a formal risk assessment of the Company's compensation policies and practices. The Compensation Committee does however assess the Company's compensation plans and programs for its executive officers to ensure alignment with the Company's corporate objectives on an annual basis at the time of the annual compensation review. NEO's and Directors are not permitted to purchase financial instruments including, for greater certainty, pre-paid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or Director.

Components of Compensation

The Company's executive compensation consists of a combination of the following principal elements, namely: base salary, the payment of bonuses (where appropriate) and participation in the Company's incentive stock option plan (the "Stock Option Plan"). These elements contain both short-term incentives, comprised of cash payments, being those provided by way of base salaries and bonuses, as well as long-term incentives, comprised of equity-based incentives, being those provided under the Stock Option Plan.

The Company chooses to pay each element of its executive compensation in order to maintain its competitive position in the marketplace and also to reflect the circumstances and outlook for the Company from time to time. The amount for each element of the Company's executive compensation is principally based upon compensation levels of the Company's competitors and sector peers, as well as upon the discretion of the Board, where applicable, as described below.

Base Salary

Base remuneration for the NEOs is reviewed annually and set to be competitive with industry levels based on the executive's time allocation to the Company. In addition, in its annual review of base remuneration, the Compensation Committee will have regard to the contributions made by the NEO, how their compensation levels relate to compensation packages that would be available to such officers from other employment opportunities, the overall performance of the Company, market conditions generally, commercially available salary survey data and information publicly disclosed by some of the Company's competitors and sector peers. This process enables the Company to establish base remuneration which attracts and retains highly qualified and experienced individuals.

Bonus Plan

The Company has not yet adopted a formal bonus plan and the awarding of bonuses is at the discretion of the Board based on recommendations of the Compensation Committee. In making its recommendations to the Board, the Compensation Committee assesses the executive's performance based on the overall performance of the Company, the financial situation of the Company and market conditions generally. No bonuses have been awarded to the NEOs since 2017.

Long-Term Incentive Plan

A long-term incentive plan ("LTIP") is any plan providing compensation intended to motivate performance over a period longer than one financial year whether performance is measured by reference to the financial performance of the Company or an affiliate or the price of the Shares, but does not include option or stock appreciation right plans or plans for compensation through Shares or Shares that are subject to restrictions on resale. The Company does not currently have, nor did it have during its most recently completed financial year, any LTIPs.

Stock Options

The Company has an incentive stock option plan ("Stock Option Plan") which was most recently approved by the shareholders on May 15, 2025. Options are granted at the discretion of the Board from time to time upon the recommendation of the CEO. The Company has not yet adopted any formal process for determining future grants.

Pension Plan Benefits

The Company does not currently have a pension plan or any other plan that provides for payments or benefits at, following or in connection with retirement.

Deferred Compensation Plan

The Company does not have a deferred compensation plan.

Summary Compensation Table

The following table details the compensation information for the financial years ended November 30, 2023, November 30, 2024, and November 30, 2025 for the Named Executive Officers.

Name and Principal Position	Year	Salary ($)	Share-based awards ($)	Option-based awards ($)(1)	Non-equity incentive plan compensation ($)		Pension Value ($)	All other Compensation ($)	Total Compensation ($)
					Annual incentive plans	Long-term incentive plans
Darrin Campbell President (2)	2023	180,000	Nil	56,400	Nil	Nil	N/A	Nil	236,400
	2024	200,000	Nil	Nil	Nil	Nil	N/A	Nil	200,000
	2025	210,000	Nil	77,520	Nil	Nil	N/A	Nil	287,520
Susanne Willett, Chief Financial Officer(3)	2023	32,558	Nil	Nil	Nil	Nil	N/A	Nil	32,558
Teri Anderson, Chief Financial Officer(4)	2023	18,750	Nil	28,200	Nil	Nil	N/A	Nil	46,950
	2024	90,000	Nil	Nil	Nil	Nil	N/A	Nil	90,000
	2025	90,000	Nil	38,760	Nil	Nil	N/A	Nil	128,760
Dr. Rainer Ellmies, Vice President Exploration(5)	2023	199,906	Nil	33,840	Nil	Nil	N/A	Nil	233,746
	2024	201,305	Nil	Nil	Nil	Nil	N/A	Nil	201,305
	2025	210,087	Nil	58,140	Nil	Nil	N/A	Nil	268,227

(1) Represents the fair market value of the options to purchase Shares issued to the Named Executive Officers during the fiscal year noted. This amount is based on the grant date fair market value of the award determined using the Black-Scholes valuation model using the following key assumptions for each year: (a) expected life of 5.0 years; (b) expected volatility of $99\% - 110\%$ ; (c) dividend rate of 0; and (d) risk free interest rate of $3.05\% - 4.29\%$ . The Black-Scholes option valuation model is used because it provides a fair value widely accepted by the business community and is regarded as one of the best ways of determining fair prices of options.
(2) Mr. Campbell provides his services to the Company through Stratafin Consulting Inc. ("Stratafin"), a company owned by Mr. Campbell.
(3) Susanne Willett resigned as CFO of the Company on September 8, 2023.
(4) Teri Anderson was appointed CFO of the Company on September 8, 2023. Ms. Anderson provides her services to the Company through T.L. Anderson Inc. ("TLAI"), a company owned by Ms. Anderson.
(5) Dr. Rainer Ellmies provides his services through Gecko Exploration (PTY) Ltd.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table presents details of all outstanding option-based awards to the NEO's as of November 30, 2025. The Company does not have any share-based awards.

	Option-based Awards
Name	Number of securities underlying unexercised options(1) (#)	Option exercise Price ($)	Option expiration date (2)	Value of unexercised in-the-money options ($)(3)
Darrin Campbell	1,000,000	0.26	April 6, 2026	Nil
	1,000,000	0.14	October 3, 2027	70,000
	1,000,000	0.07	October 4, 2028	140,000
	1,000,000	0.105	July 27, 2030	105,000
Teri Anderson	500,000	0.07	October 4, 2028	70,000
	500,000	0.105	July 27, 2030	52,500
Rainer Ellmies	750,000	0.26	April 6, 2026	Nil
	1,000,000	0.14	October 3, 2027	70,000
	600,000	0.07	October 4, 2028	84,000
	750,000	0.105	July 27, 2030	78,750

(1) All options fully vested on the date of grant.
(2) Under the terms of the Company's Stock Option Plan, options expire 90 days after the optionee ceases to be an employee, director or consultant of the Company.
(3) The value of unexercised in-the-money options is the difference between the November 28, 2025 closing price on the TSXV for Shares, which was $0.21, and the exercise price of the options.

Value of Share-Based Awards and Option-Based Awards Vested or Earned During the Year

The following table sets out information concerning the value of option-based awards vested or earned for each NEO during the financial year ended November 30, 2025. The Company does not have any share-based awards.

Name	Option-based Awards Value Vested During the Year ($)	Share-based Awards Value Vested During the Year ($)	Non-equity Incentive Plan Compensation – Value Earned During the Year ($)
Darrin Campbell	Nil	Nil	Nil
Teri Anderson	Nil	Nil	Nil
Rainer Ellmies	Nil	Nil	Nil

Employment, Termination and Change of Control Arrangements

Darrin Campbell, President (former Chief Financial Officer) - On April 1, 2021, the Company entered into an agreement with Stratafin Consulting Inc. ("SCI") whereby SCI agreed to provide the services of Mr. Campbell as President of the Company at a monthly fee of $15,000, which was extended annually and which was amended effective April 1, 2024 to a monthly fee of $17,500 and is currently in place to March 31, 2027. Either party has the right to terminate the agreement on six months' notice (or payment in lieu if terminated by the Company) and the Company has the right to terminate the agreement immediately upon SCI's failure to perform any of the material provisions of the agreement.

Notwithstanding the foregoing, if a change of control event occurs at any time during the term of the agreement and SCI's engagement is terminated without cause or not renewed within an 18-month period following the

change of control, then SCI is entitled to receive a lump sum payment equal to $420,000, such payment to be made within 30 days of the date of termination or non-renewal. If the current agreement with SCI had been terminated effective November 30, 2025, without cause and without working notice it is the Company's interpretation that the Company would be obligated to pay SCI $105,000.

Teri Anderson, Chief Financial Officer - On September 8, 2023, the Company entered into a consulting agreement with T.L. Anderson Inc. ("TLAI") for the services to be provided by Teri Anderson as Chief Financial Officer of the Company on a part time basis at a rate of $250 per hour. Either party has the right to terminate the agreement on three months' notice (or payment in lieu if terminated by the Company) and the Company has the right to terminate the agreement immediately upon TLAI's failure to perform any of the material provisions of the agreement. If the agreement with TLAI had been terminated effective November 30, 2025, without cause and without working notice, it is the Company's interpretation that the Company would be obligated to pay to TLAI $22,500.

Rainer Ellmies, Vice President Exploration - On April 1, 2021, the Company entered into a consulting agreement with Gecko Exploration (PTY) Ltd. ("Gecko") for the services to be provided by Dr. Rainer Ellmies as Vice President Exploration of the Company until March 31, 2022 at a monthly fee of NAD225,000. The agreement was extended annually and is currently in place to March 31, 2027. Either party has the right to terminate the agreement on three months' notice (or payment in lieu if terminated by the Company) and the Company has the right to terminate the agreement immediately upon Gecko's failure to perform any of the material provisions of the agreement. If the agreement with Gecko had been terminated effective November 30, 2025 without cause and without working notice it is the Company's interpretation that the Company would be obligated to pay to Gecko NAD675,000.

Director Compensation

Fees

No directors fees were paid to NEDs for fiscal 2020, 2021, 2022, 2023, 2024, or 2025 and no directors fees are currently being paid. Prior to 2020, NEDs were entitled to receive an annual retainer of $10,000. No additional fees were paid for committee membership or meeting attendance, but the chairman of each committee received an additional fee of $5,000 per annum and the chair of the Board an additional fee of $15,000 per annum. Past practice was to pay fees on a quarterly basis. NEDs recover all Board related travel and ancillary expenses. The following table sets out the compensation provided to NEDs for the financial year ended November 30, 2025.

Name	Fees Earned $	Share-Based Awards	Option-Based Awards(1) $	Total Compensation $
Adrian T. Hickey	Nil	Nil	38,760	38,760
William L. Price	Nil	Nil	38,760	38,760
Steve Herlihy	Nil	Nil	38,760	38,760

(1) Represents the fair market value of the options to purchase Shares issued to the director during the fiscal year noted. This amount is based on the grant date fair market value of the award determined using the Black-Scholes valuation model using the following key assumptions: (a) expected life of 5.0 years; (b) expected volatility of 99%; (c) dividend rate of 0; and (d) risk free interest rate of 3.05%. The Black-Scholes option valuation model is used because it provides a fair value widely accepted by the business community and is regarded as one of the best ways of determining fair prices of options.

Outstanding Share-Based Awards and Option-Based Awards

The following table presents details of all outstanding option-based awards to the Non-Executive Directors as of November 30, 2025. The Company does not have any share-based awards.

	Option-based Awards
Name	Number of securities underlying unexercised options(1) (#)	Option exercise Price ($)	Option expiration date	Value of unexercised in-the-money options ($)(2)
Adrian T. Hickey	500,000	0.14	October 3, 2027	35,000
	500,000	0.07	October 4, 2028	70,000
	500,000	0.105	July 27, 2030	52,500
William L. Price	500,000	0.14	October 3, 2027	35,000
	500,000	0.07	October 4, 2028	70,000
	500,000	0.105	July 27, 2030	52,500
Steve Herlihy	500,000	0.07	October 4, 2028	70,000
	500,000	0.105	July 27, 2030	52,500

(1) All options fully vested on the date of grant.
(2) The value of unexercised in-the-money options is the difference between the November 28, 2025 closing price on the TSXV for Shares, which was $0.21, and the exercise price of the options.

Value of Share-Based Awards and Option-Based Awards Vested or Earned During the Year

The following table sets out information concerning the value of option-based awards vested or earned by directors during the financial year ended November 30, 2025. The Company does not have any share-based awards.

Name	Option-based Awards Value Vested During the Year ($)	Share-based Awards Value Vested During the Year ($)	Non-equity Incentive Plan Compensation – Value Earned During the Year ($)
Adrian T. Hickey	Nil	Nil	Nil
William L. Price	Nil	Nil	Nil
Steve Herlihy	Nil	Nil	Nil

Compensation Governance

Information regarding the responsibilities and operations of the Compensation Committee and the process by which compensation is determined is discussed elsewhere in this "Statement of Executive Compensation".

The Compensation Committee is a standing committee of the Board of the Company which is appointed by and reports to the Board, with a mandate to assist the Board in fulfilling its oversight responsibilities related to:

reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and President;
evaluating the CEO's and President's performance and making recommendations to the Board with respect to the CEO's and President's compensation level based on its evaluation;

reviewing executive compensation disclosure before the Company publicly discloses such information; and
preparing a report for inclusion in the Company's management information circular to shareholders respecting the process undertaken by the Compensation Committee in its review and preparing a recommendation in respect of the CEO's and President's compensation.

In 2025, the Compensation Committee consisted of three Directors: Messrs. Price, Hickey and Herlihy. Mr. Price was the Chair of the Compensation Committee. All members of the Compensation Committee are non-executive Directors of the Company. Mr. Price has served on the compensation committees of several publicly traded companies and led the development and implementation of the compensation strategy at Dresdner RCM Global Investors where he was the Chairman and global chief investment officer.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER STOCK OPTION PLANS

Stock Option Plan

The Company has adopted a 10% "rolling" stock option plan (the "Stock Option Plan"). Refer to the description of the Stock Option Plan under "Matters to be acted on at Meeting – Annual Approval of Continuation of Incentive Stock Option Plan".

Outstanding Stock Options under the Stock Option Plan

The following table sets out information as of November 30, 2025, with regard to outstanding options exercisable into Shares under the Stock Option Plan. The Company has no other equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted-average exercise price of outstanding options (b)	Number of securities remaining available for further issuance under Stock Option Plans (excluding securities reflected in column (a)) (c)
Stock Option Plans approved by securityholders	14,150,000	$0.12	8,530,344(1)
Stock Option Plans not approved by securityholders	Nil	N/A	Nil
Total	14,150,000	$0.17	8,530,344

(1) This number equals 10% of the total issued and outstanding Shares of the Company on November 30, 2025, which was 226,803,446 less the number of Shares reported under column (a) above.

INDEBTEDNESS OF DIRECTORS AND OFFICERS

As of April 8, 2026, the aggregate indebtedness to the Company and its subsidiaries of all Officers, Directors and employees, and former Officers, Directors and employees of the Company or any of its subsidiaries was nil. None of the Directors or Officers of the Company, nor any proposed nominee for election as director, nor any associate of any such Director, Officer or proposed nominee, has been indebted to the Company or any of its subsidiaries since December 1, 2024, the beginning of the Company's most recently completed financial year, other than "Routine Indebtedness" as that term is defined in applicable securities legislation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person of the Company, nor any proposed nominee for election as director, nor any associate or affiliate of such informed person or proposed nominee, has had any material interest, direct or indirect, in any transaction entered into by the Company since the beginning of the most recently completed fiscal year.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The Canadian securities regulatory authorities have issued corporate governance guidelines pursuant to National Policy 58-201 - Corporate Governance Guidelines ("NP 58-201" or the "Corporate Governance Guidelines"), together with certain related disclosure requirements pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"). The Corporate Governance Guidelines are recommended as "best practices" for issuers to follow. The Company recognizes that good corporate governance plays an important role in its overall success and in enhancing shareholder value and, accordingly, has adopted certain corporate governance practices which are reflective of the recommended Corporate Governance Guidelines.

Set out below is a description of the Company's approach to corporate governance in relation to the Corporate Governance Guidelines.

Independence of the Board of Directors

The Board's mandate requires that the Board evaluate the independence of each director based on the definition of "independence" contained in NI 58-101 and the independence of each Audit Committee member based on the definition of "independence" in National Instrument 52-110 - Audit Committees ("NI 52-110"). The annual evaluation of each Board members' independence is based on a number of factors, including whether (i) they did work for the Company, (ii) they had any immediate family member engaged in the employment of the Company, (iii) they benefited from a business relationship with the Company that could reasonably be perceived to materially interfere with their independent judgment, and (iv) they received remuneration from the Company other than remuneration for acting as a member of the Board or its committees.

The Board is currently comprised of four Directors, three of whom are "independent directors" within the meaning of NI 58-201. Darrin Campbell is the President of the Company and is not an independent director.

The Board may, without the prior approval of management, engage outside counsel, consultants or advisors to assist it in fulfilling its responsibilities. The compensation paid to such counsel, consultants or advisors is determined by the Board but paid for by the Company.

If a director or executive officer holds a material interest in a transaction or agreement under consideration at a Board meeting, that director or executive officer shall not be present at the time the Board deliberates such transaction or agreement and shall abstain from voting on the matter.

Independence of the Chair

The Board's mandate provides that where the chair of the Board is not an independent director, the independent directors may select from among their number a director who will act as lead director and who will assume responsibility for providing leadership to enhance the effectiveness and independence of the Board.

Mr. Price assumed the position of chair of the Board on May 27, 2021 and he is an independent director of the Company. The directors hold in camera sessions without the President present at each Board meeting.

Although the Company has not implemented formal structures or procedures for the independent functioning of the Board, the Board believes that it operates independently of management.

Outside Directorships

None of the Directors of the Company are presently a director of another company that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, except Darrin Campbell, who serves on the Board of Directors of Sylla Gold Corp. (SYG:TSXV).

Board Meetings

The Board holds regularly scheduled meetings. Additional Board meetings will be held depending upon opportunities or issues to be dealt with by the Company from time to time. The rules and regulations relating to the calling and holding of, and proceedings at, meetings of the Board are established by the Company's by-laws and by resolutions of the Company's Directors. All four Directors of the Company attended five Board meetings during fiscal 2025, and three Directors attended one meeting.

The Corporate Secretary, his or her designee or any other person the Board requests, acts as secretary at Board meetings. Minutes of Board meetings are recorded and maintained by the Corporate Secretary and subsequently presented to the Board for approval.

The Board's mandate provides that the independent members of the Board shall endeavour to hold regularly scheduled meetings, or portions of regularly scheduled meetings, at which non-independent directors and members of management are not present, whenever deemed appropriate, as recommended by the Canadian Securities Administrators' corporate governance guidance. While the Board did not hold any separate meetings of independent members in fiscal 2025, the Board held in-camera sessions without management present as it deemed appropriate at its meetings during the year. In addition, the Board has full access to the Company's external auditor, legal counsel and to any of the Company's officers.

Board Mandate

The Board operates pursuant to a formal mandate and is responsible for supervising the management and affairs of the Company. The Board assumes responsibility for the stewardship of the Company, including the areas described below:

(a) Strategic Planning: The Board has the responsibility to ensure that there are long-term goals and a strategic planning process in place for the Company and to participate with management directly or through committees in developing and approving the strategy by which the Company proposes to achieve these goals (taking into account, among other things, the opportunities and risks of the business of the Company).

(b) Management's Integrity: The Board has the responsibility, to the extent considered appropriate, to satisfy itself as to the integrity of the President and other senior officers of the Company and to ensure that the CEO and such other senior officers are creating a culture of integrity throughout the Company.

(c) Corporate Governance: The Board is responsible for the oversight and review of the Company's corporate governance practices.

(d) Communications: The Board must review the Company's Disclosure Policy, including measures for receiving feedback from the Company's stakeholders and management's compliance with the Disclosure Policy. In addition, the Company endeavours to keep its shareholders informed of its progress through annual and interim disclosure and periodic news releases. Directors and management meet with the Company's shareholders at the annual meeting and are available to respond to questions at that time.

The Board is responsible for the development, to the extent considered appropriate, of position descriptions for each of the chair of the Board and the chair of each Board committee. The Board is also responsible for, together with the President, the development of the corporate goals and obligations that the President is responsible to meet.

Given the small size of the Company's operations, the Board does not feel that it is necessary at this time to formalize position descriptions for directors, officers and the chair of the Board and the chair of each committee of the Board to delineate their respective roles. The roles of the executive officers of the Company are delineated on the basis of customary practice.

It is the Board's expectation that members of management will carry out their duties and discharge their responsibilities with professionalism and integrity, with a view to achieving the Company's objectives and enhancing shareholder value.

The mandate of the Board is attached as Schedule B. The Board will review and assess the adequacy of the Board's mandate to ensure compliance with any rules of regulations promulgated by any regulatory body and to approve any modifications as considered advisable.

Orientation and Continuing Education

New members of the Board are provided with access to recently publicly filed documents of the Company, technical reports and internal information, as well as an information package prepared by the Company's general counsel outlining securities regulations with respect to disclosure, corporate governance, insider reporting requirements and insider trading.

The Board believes that the experiences of each director resulting from their current and past positions ensure that they have the skills and knowledge necessary to serve the Company as a member of the Board on an ongoing basis. In addition, the Company supports Directors in attending outside seminars and courses.

Nomination of Directors

The responsibility for proposing new nominees to the Board and for assessing the skill set requirements and performance of Directors is assumed by the Compensation and Corporate Governance Committee. The Board does not have a formal process for identifying new candidates for nomination to the Board. However, in accordance with the governance guidelines adopted by the Board, it is the intent of the Board to collaborate with management from time to time to assess the appropriate size of the Board, to identify the necessary qualifications and skills of the Board as a whole and of each director individually, to identify potential candidates and to consider their appropriateness for membership on the Board.

Diversity

The Company has not adopted a specific policy regarding the identification and nomination of women, Indigenous peoples, persons with disabilities, or members of visible minorities as directors or executive officers. However, in accordance with the Company's governance guidelines, in identifying the highest quality directors and executive officers, the Board will take into account diversity considerations such as gender, age and ethnicity, with a view to ensuring that the Board and the senior management team benefits from a broad range of perspectives and relative experience. The Board will consider the representation of women, Indigenous peoples, persons with disabilities, and members of visible minorities when identifying and nominating candidates for the Board and filling vacancies in Executive Officer positions. The Board will endeavour to foster a broad range of views through diverse gender, age and ethnicity representation. No specific target for such director or executive representation has been established. Due to the small size of the Board and the management team, and the early stage of the development of the Company, it is the Board's view that a balanced set of skills and qualifications is paramount to a mandated target for diversity. While in the past, the Company has had female representation on the Board, as of April 8, 2026, the Company does not have any representation of women, Indigenous peoples, persons with disabilities, or members of visible minorities on the Board and has one female as an executive officer.

Director Term Limits

The Board has not adopted a mandatory tenure or retirement age policy for Directors at this time. Due to the size of the Board and the early stage of the Company's development, the Board believes that the assessment conducted through the annual review of charters is an effective framework for identifying any skills gaps and ensuring appropriate Board composition and renewal.

Committees of the Board

The Board currently has an Audit Committee and a Compensation and Corporate Governance Committee.

The Board has approved mandates for each committee described below. The Board is to review each committee's mandate at least annually.

The Board has delegated to the applicable committee those duties and responsibilities set out in each committee's mandate and may further delegate, from time to time, such matters as the Board is authorized to delegate by applicable laws and regulations. As required, or as considered advisable, the Board considers for approval the specific matters delegated for review to the Board committees. To facilitate communication between the Board and its committees, each committee Chair is required to report to the Board on material matters considered by the committee at the next Board meeting after each meeting of the committee.

Audit Committee

The Audit Committee was structured to comply with the requirements of NI 52-110. In 2025, the Audit Committee was comprised of three Directors: Messrs. Herlihy (Chair), Price and Hickey. Each of the current members of the Audit Committee is "financially literate" and "independent" within the meaning of NI 52-110. All members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing issues. For the education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee, see "Directors and Executive Officers". The Company is relying on the exemption in section 6.1 of National Instrument 52-110 Audit Committees applicable to TSXV listed issuers.

Policies and Procedures for the Engagement of Audit and Non-Audit Services

The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

Mandate of the Audit Committee

The Company's Audit Committee operates under the mandate attached as Schedule A. As set out in the Audit Committee Charter, the Audit Committee will be responsible for, among other things:

(a) Financial Reports: The Audit Committee is responsible for performing financial reporting duties, including the following:

overseeing the Company's financial statements and financial disclosures; and
reviewing (i) all annual financial statements, the external auditor's reports thereon and the related management's discussion and analysis, (ii) all interim financial statements and the related management's discussion and analysis, and (iii) news releases disclosing or based upon financial results of the Company; and (iv) any other material financial disclosure that is publicly disseminated.

(b) External Auditor: The Audit Committee is responsible for performing duties associated with the external auditor, including the following:

overseeing the work of the external auditor;
reviewing and, if advisable, selecting and recommending for Board approval the external auditor to be nominated and the compensation of such external auditor;
resolving any disagreements between management and the external auditor as to financial reporting matters brought to its attention;
reviewing and approving the external auditor's proposed annual audit plan;
reviewing and reporting to the Board on any reports prepared by the external auditor in respect of financial statements of the Company;
at least annually, reviewing and discussing all significant relationships the external auditor has with the Company to determine their independence and reporting to the Board;
pre-approving all non-audit services to be provided to the Company or any of its subsidiaries by the Company's external auditor;
reviewing and approving the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor; and
reviewing with management any significant changes required in the external auditor's audit plan and any serious difficulties or disputes with management encountered during the course of the audit.

(c) Whistleblower Procedures: The Audit Committee is responsible for establishing procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(d) Audit Committee Disclosure: The Audit Committee is responsible for preparing, reviewing and approving any Audit Committee disclosures required by applicable requirements in the Company's disclosure documents.

In addition to the above listed responsibilities, the Audit Committee is also responsible for performing the duties required of an Audit Committee by any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company.

External Auditor Services Fees

The following table lists the fees billed by PricewaterhouseCoopers LLP, the Company's auditors, for the last two fiscal years.

| | Financial Year 2025
$ | Financial Year 2024
$ |
| --- | --- | --- |
| Audit Fees | 101,500 | 101,033 |
| Audit Related Fees | - | - |
| Tax Fees | 12,000 | 12,460 |
| All Other Fees | Nil | Nil |

(1) "Audit Fees" are the aggregate fees billed by the auditors for audit services.
(2) "Audit-related Fees" are the aggregate fees paid to the auditors for assurance and related services reasonably related to the audit.
(3) "Tax Fees" are fees for tax compliance work, preparing the annual tax returns and tax planning issues.
(4) "All Other Fees" are fees associated with services other than Audit Fees, Audit Related Fees, and Tax Fees.

Compensation and Corporate Governance Committee

The Compensation and Corporate Governance Committee is currently comprised of Messrs. Price (Chair), Hickey, and Herlihy. Each of the current members of the Compensation and Corporate Governance Committee are considered an independent member within the meaning of NI 58-101.

Mandate of the Compensation and Corporate Governance Committee

The responsibilities, powers and operation of the Compensation and Corporate Governance Committee are set out in the Mandate of the Compensation and Corporate Governance Committee and include, among other things:

reviewing and approving corporate goals and objectives relevant to the compensation of the CEO;
evaluating the President's performance and making recommendations to the Board with respect to the President's compensation level based on its evaluation;
reviewing executive compensation disclosure before the Company publicly discloses such information;
preparing a report for inclusion in the Company's management information circular to shareholders respecting the process undertaken by the Compensation Committee in its review and preparing a recommendation in respect of the President's compensation;
developing and monitoring the Company's overall approach to corporate governance issues and, subject to approval by the Board, implementing and administering a corporate governance system with emphasis on superior corporate governance practices;
reporting annually to the Company's shareholders on the Company's approach to corporate governance;
identifying and recommending to the Board individuals qualified to serve as directors of the Company, taking into consideration skills and experience of the individual relative to the skills and experience of other Board members; and
reviewing the qualifications and independence of the Board and its committees and recommending changes in composition, membership or committees.

Further particulars of the process by which compensation for the Company's directors and officers is determined can be found at "Statement of Executive Compensation".

Policies and Procedures of the Board

The Board has established the following policies and procedures:

Code of Business Conduct and Ethics

The Board has adopted and has agreed to be bound by the Code of Business Conduct and Ethics ("Code of Conduct") (available on SEDAR+ at www.sedarplus.ca or from the Company upon request), which was designed to deter wrongdoing and to promote (i) honest and ethical conduct, (ii) confidentiality of corporate information, (iii) avoidance of conflicts of interest, (iv) protection and proper use of corporate assets, (v) compliance with applicable governmental laws, rules and regulations, (vi) prompt internal reporting to appropriate persons of violations of the Code of Conduct, (vii) accountability for adherence to the Code of Conduct, and (viii) the Company's culture of honesty and accountability.

The Code of Conduct requires all directors, officer and employees of the Company to:

act honestly, with integrity and in the best interests of the Company;
deal honestly, fairly, respectfully and ethically with all of the Company's business partners, competitors, and other third parties;
comply with all applicable laws, rules and regulations;
maintain a safe and healthy work environment;
promote a workplace that is free from discrimination or harassment based on race, color, religion, sex, age, national origin, disability or other factors that are unrelated to the Company's business interests;
supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;
refrain from accepting any bribe, kickback or improper payment from anyone;
refrain from accepting any gifts or favours of more than nominal value to or from the Company's business partners;
(i) not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends; (ii) use confidential information only for the Company's legitimate business purposes and not for personal gain; and (iii) not disclose confidential information to third parties; and
comply with all provisions of the Code of Conduct.

Management monitors compliance with the Code of Conduct and the Code of Conduct provides for a confidential reporting process of any possible violations to the chair of the Audit Committee. Management meets regularly to discuss compliance with the Code of Conduct and reports any issues to the Board. The Code of Conduct is to be reviewed by the Board on an annual basis.

To date, the Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and, in particular, the restrictions placed by applicable corporate legislation on an individual Director's participation in decisions of the Board in which the Director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Disclosure Policy

The Disclosure Policy applies to all directors, officers, employees and insiders of the Company. The Disclosure Policy covers disclosure documents filed with the Canadian securities regulators and written statements made in the Company's annual and quarterly reports, press releases, letters to shareholders, presentations by senior management and information contained on the Company's website and other electronic communications. The Disclosure Policy also applies to oral statements made in group and individual meetings, telephone conversations with employees or members of the investment community, interviews with the media, speeches, industry conferences, news conferences, conference calls and dealings with the general public.

Insider Trading Policy

The procedures and restrictions set forth in the Company's insider trading policy provide a general framework to assist directors, officers, employees, consultants and others with non-public material information about the Company in ensuring that any purchase or sale of securities occurs without actual or perceived violation of applicable securities laws. Under its insider trading policy, the Company will advise of "black-out periods",

during which time directors, officers and employees of the Company with knowledge of confidential or material information about the Company, counterparties in negotiations with the Company involving potential material transactions, and financial and other professional advisors, are all prohibited from trading in securities of the Company (and, if applicable, in securities of such counterparties) until the material information has been fully disclosed and a reasonable period of time has passed for the information to be widely disseminated.

Assessments

To date, the Board, its committees and individual directors have not carried out formal assessments with respect to their effectiveness and contribution. The Board has satisfied itself that the Board, its committees, and its individual directors are performing effectively through informal discussions and regular review of mandates and charters.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the person named in the proxy to vote the Shares represented thereby in accordance with his best judgment on such matter.

PROPOSALS BY SHAREHOLDERS

Pursuant to the Canada Business Corporations Act ("Act"), resolutions intended to be presented by Shareholders for action at the next annual meeting must comply with the provisions of the Act and be deposited at the Company's head office not earlier than December 15, 2026 and not later than February 13, 2027.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca. To request copies of the Company's financial statements and management's discussion and analysis, Shareholders should contact Darrin Campbell, Suite 802, Sun Tower, 1550 Bedford Highway, Halifax, Nova Scotia B4A 1E6, Telephone 902-835-8760. Financial information is provided in the Company's comparative annual financial statements and management's discussion and analysis for its most recently completed financial year.

OTHER MATERIAL FACTS

There are no other material facts to the knowledge of the Board of Directors relating to the matters for which this Management Information Circular is issued which are not disclosed herein.

CERTIFICATE

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. The contents and the sending of the Management Information Circular have been approved by the Board of Directors.

BY ORDER OF THE BOARD OF DIRECTORS, THIS 8th DAY OF APRIL 2026.

"William L. Price"
William L. Price
Chairman

SCHEDULE A

NAMIBIA CRITICAL METALS INC.

AUDIT COMMITTEE MANDATE

1.0 PURPOSE

The Audit Committee ("Committee") is a standing committee of the board of directors ("Board") of Namibia Critical Metals Inc. ("Corporation") charged with assisting the Board in fulfilling its responsibility to the shareholders and investment community. The Committee's role is to:

(a) serve as an independent and objective party to oversee the Corporation's accounting and financial reporting processes, internal control system and audits of its financial statements;

(b) review and appraise the audit efforts of the Corporation's external auditor; and

(c) provide an open avenue of communication among the independent auditor, financial and senior management and the Board.

2.0 COMMITTEE MEMBERSHIP

2.1 The Board shall annually appoint a minimum of three (3) directors to the Committee, all of whom shall be independent of management and free from any material relationship which, in the opinion of the Board, would interfere with the director's exercise of independent judgment as a member of the Committee.

2.2 All members of the Committee must be financially literate or, if not financially literate at the time of their appointments, must become so within a reasonable period of time following their appointments.

2.3 Members of the Committee shall be appointed at the first meeting of the Board held following the annual general meeting of the Corporation.

2.4 Any member may resign from the Committee and may be removed and replaced by the Board at any time. A Committee member may resign by providing notice in writing or by electronic transmission to the Corporation's secretary. Such resignation shall take effect upon receipt thereof or at any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

2.5 A member of the Committee will automatically cease to be a member at such time as that individual ceases to be a director of the Corporation.

3.0 CHAIR OF THE COMMITTEE

3.1 The Board shall in each year appoint a chair of the Committee ("Chair") from among the members of the Committee. In the Chair's absence, or if the position is vacant, the Committee may select another member to act as interim Chair.

3.2 The Chair shall have the right to exercise all powers of the Committee between meetings but will attempt to involve all other members as appropriate prior to the exercise of any powers and shall, in any event, advise all other members of any decisions made or powers exercised as soon as practicable thereafter.

3.3 The Chair shall be responsible to:

(a) ensure the Committee meets regularly and performs its duties as set out herein; and

(b) report to the Board on the activities of the Committee.

4.0 RESPONSIBILITIES

4.1 The Committee is responsible to:

(a) make recommendations to the Board regarding the selection and compensation of the external auditor to be engaged to prepare or issue an auditor's report or perform other audit, review or attest services for the Corporation who shall report directly to the Committee. The external auditor shall be accountable to the Board and the Committee;

(b) obtain and review a report from the external auditor at least annually regarding:

(i) the external auditor's internal quality-control procedures;

(ii) any material issues raised by the most recent internal quality-control review, or peer review, of the external audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm;

(iii) any steps taken to deal with any such issues; and

(iv) all relationships between the external auditor and the Corporation including non-audit services,

(c) evaluate the qualifications, performance and independence of the external auditor, including considering whether the external auditor's quality controls are adequate and whether the provision of permitted non-audit services is compatible with maintaining the auditor's independence, taking into account the opinions of management and internal auditors, if any, and to present its conclusions with respect to the external auditor to the Board;

(d) satisfy itself of the rotation of the audit partners as required by law and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the external auditing firm on a regular basis;

(e) meet with the external auditor and financial management of the Corporation to review and approve the scope of the proposed audit for the current year and the audit procedures to be used;

(f) oversee the work of the external auditor engaged to prepare or issue an auditor's report or perform other audit, review or attest services for the Corporation, including the resolution of any disagreements between management and the external auditor regarding financial reporting;

(g) pre-approve all non-audit services to be provided to the Corporation or any of its subsidiaries by the Corporation's external auditor;

(h) recommend to the Board the compensation of the independent auditor;

(i) review with management and, where appropriate, the external auditor:

(i) the Corporation's interim and annual audited financial statements and footnotes, management's discussion and analysis and any annual or interim financial news releases before the Corporation publicly discloses this information;

(ii) any significant changes required in the external auditor's audit plan and any serious difficulties or disputes with management encountered during the course of the audit; and

(iii) other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards;

(j) satisfy itself that the Corporation's interim and annual audited financial statements are fairly presented in accordance with applicable Canadian generally accepted accounting principles and recommend to the Board whether the annual financial statements should be approved and included in the Corporation's annual report;

(k) review with the external auditor and management the quality of the Corporation's accounting principles as applied in its financial reporting process and any proposed changes in accounting principles;

(l) satisfy itself that the Corporation has implemented appropriate systems of internal control over accounting, financial reporting and the safeguarding of the Company's assets and other "risk management" functions (including the identification of significant risks and the establishment of appropriate procedures to manage those risks and the monitoring of corporate performance in light of applicable risks) affecting the Corporation's assets, management and financial and business operations and that these are operating effectively;

(m) establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters and for the confidential, anonymous submission by the Corporation's employees of concerns regarding questionable accounting or auditing matters;

(n) review and approve the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Corporation; and

(o) perform any other activities consistent with this charter, the Corporation's By-Laws and governing law, as the Committee or the Board deems necessary or appropriate.

4.2 The Committee may delegate to one or more members the authority to pre-approve non-audit services in satisfaction of Section 4.1(g) above, provided that the pre-approval by any member to whom authority has been delegated must be presented to the Committee at its first scheduled meeting following such pre-approval.

5.0 MEETINGS

5.1 The Committee shall meet often as it deems necessary to carry out its responsibilities but not less frequently than quarterly.

5.2 No business shall be transacted by the Committee unless a quorum of the Committee is present or the business is transacted by resolution in writing signed by all members of the Committee. A majority of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one half of the number of members plus one shall constitute a quorum.

5.3 The Chairman will appoint a secretary ("Secretary") who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.

5.4 The time and place of meetings of the Committee, and the procedure in all respects of such meetings, shall be determined by the Committee, unless otherwise provided for in the By-Laws of the Corporation or otherwise determined by resolution of the Board.

5.5 Meetings may be held in person, by teleconferencing or by videoconferencing.

5.6 Any decision made by the Committee shall be determined by a majority vote of the members of the Committee present. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Committee unless the member dissents.

5.7 The approved minutes of the Committee meetings shall be circulated to the Board forthwith and shall be duly entered in the books of the Corporation.

6.0 ACCESS TO MANAGEMENT AND OUTSIDE ADVISORS

6.1 The Committee shall have full, free and unrestricted access to management and employees and to the relevant books and records of the Corporation.

6.2 The Committee may invite such other persons (e.g., the CEO, CFO, Controller) to its meetings, as it deems necessary.

6.3 The Committee shall have the authority to:

(a) retain independent accounting or other relevant advisors as it may deem necessary or appropriate to allow it to discharge its responsibilities; and

(b) set and pay the compensation of any such advisors, at the expense of the Corporation.

6.4 Any advisors retained shall report directly to the Committee.

7.0 REPORTING REQUIREMENTS

7.1 The Committee shall make regular reports to the Board, through the Chair, following meetings of the Committee.

8.0 ANNUAL REVIEW AND ASSESSMENT

8.1 The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

8.2 The Committee shall review its own performance annually.

9.0 REMUNERATION

9.1 The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.

SCHEDULE B

NAMIBIA CRITICAL METALS INC.

BOARD OF DIRECTORS' MANDATE

1. PURPOSE

The primary function of the directors (individually a "Director" and collectively the "Board") of Namibia Critical Metals Inc. (the "Corporation") is to supervise the management of the business and affairs of the Corporation.

The Board has the responsibility to supervise the management of the Corporation, which is responsible for the day-to-day conduct of the business of the Corporation. The fundamental objectives of the Board are to enhance and preserve long-term shareholder value and to ensure that the Corporation conducts business in an ethical and safe manner. In performing its functions, the Board should consider the legitimate interests that stakeholders, such as employees, customers and communities, may have in the Corporation. In carrying out its stewardship responsibility, the Board, through the chief executive officer (the "CEO"), should set the standards of conduct for the Corporation.

This Mandate is in addition to and is not intended to change or interpret any applicable law, regulation or the constating documents of the Corporation.

2. PROCEDURE AND ORGANIZATION

The Board operates by delegating certain responsibilities and duties set out below to management or committees of the Board and by reserving certain responsibilities and duties for the Board itself. The Board retains the responsibility for managing its affairs, including selecting its chair ("Chair") and constituting committees of the Board.

3. CHAIR

The Chair shall be appointed by a resolution of the directors in accordance with the Corporation's constating documents. Where the Chair is not an independent director, the independent Directors may select from among their number a Director who will act as "Lead Director" and who will assume responsibility for providing additional leadership to enhance the effectiveness and independence of the Board and ensure that the Board's agenda will enable it to successfully carry out its duties.

4. RESPONSIBILITIES AND DUTIES

The principal responsibilities and duties of the Board fall into a number of categories, which are outlined below.

4.1 Legal Requirements

(a) The Board has the overall responsibility to ensure that applicable legal requirements are complied with and documents and records are properly prepared, approved and maintained.

(b) The Board has the statutory responsibility to, among other things:

(i) manage, or supervise the management of, the business and affairs of the Corporation;

(ii) act honestly and in good faith with a view to the best interests of the Corporation;

(iii) exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances; and

(iv) act in accordance with the obligations contained in the Canada Business Corporations Act (the "CBCA"), the regulations thereunder, the articles and constating documents of the Corporation, applicable securities laws and policies and other applicable legislation and regulations.

(c) The Board has the statutory responsibility to consider the following matters as a Board, which may not be delegated to management or to a committee of the Board:

(i) any submission to the shareholders of any question or matter requiring the approval of the shareholders;

(ii) the filling of a vacancy among the Directors or in the office of auditor and the appointing or removing of any of the CEO, the Chair or the president of the Corporation;

(iii) the issue of securities except as authorized by the Board;

(iv) the declaration of dividends;

(v) the purchase, redemption or any other form of acquisition of shares issued by the Corporation;

(vi) the payment of a commission to any person in consideration of the person purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares except as authorized by the Board;

(vii) the approval of a management proxy circular;

(viii) the approval of a take-over bid circular, directors' circular or issuer bid circular;

(ix) the approval of an amalgamation of the Corporation;

(x) the approval of an amendment to the articles of the Corporation;

(xi) the approval of annual financial statements of the Corporation;

(xii) the adoption, amendment or repeal of any by-law of the Corporation;

(xiii) consideration and approval of all major decisions affecting the Corporation, including all material acquisitions and dispositions, material capital expenditures and material debt financings; and
(xiv) all other matters which, at law, may not be delegated to management or to a committee of the Board.

4.2 Strategy Development

The Board has the responsibility to ensure that there are long-term goals and a strategic planning process in place for the Corporation and to participate with management, directly or through committees, in developing and approving the strategy by which the Corporation proposes to achieve these goals (taking into account, among other things, the opportunities and risks of the business of the Corporation).

4.3 Risk Management

The Board has the responsibility to:

(a) safeguard the assets and business of the Corporation; and
(b) identify and understand the principal risks of the business of the Corporation and to ensure that there are appropriate systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Corporation.

4.4 Appointment, Training and Monitoring Senior Management

The Board has the responsibility to:

(a) appoint the CEO and, together with the CEO, to develop a position description for the CEO;
(b) with the advice of the compensation committee of the Board (the "Compensation Committee"), develop corporate goals and objectives that the CEO is responsible for meeting, to monitor and assess the performance of the CEO in light of those corporate goals and objectives and to determine the compensation of the CEO;
(c) provide advice and counsel to the CEO in the execution of the duties of the CEO;
(d) develop, to the extent considered appropriate, position descriptions for the Chair and the chair of each committee of the Board;
(e) approve the appointment of all corporate officers;
(f) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee and the CEO, the remuneration of all senior officers;
(g) consider, and if considered appropriate, approve, upon the recommendation of the Compensation Committee, incentive-compensation plans and equity-based plans of the Corporation; and
(h) ensure that adequate provision has been made to train and develop management and members of the Board and for the orderly succession of management, including the CEO.

4.5 Ensuring Integrity of Management

The Board has the responsibility, to the extent considered appropriate, to satisfy itself as to the integrity of the CEO and other senior officers of the Corporation and to ensure that the CEO and such other senior officers are creating a culture of integrity throughout the Corporation.

4.6 Policies, Procedures and Compliance

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(a) ensuring that the Corporation operates at all times within applicable laws and regulations and to appropriate ethical and moral standards;
(b) approving and monitoring compliance with significant policies and procedures by which the business of the Corporation is conducted;
(c) ensuring that the Corporation sets appropriate environmental standards for its operations and that it operates in material compliance with all applicable environmental laws and standards;
(d) ensuring that the Corporation has a high regard for the health and safety of its employees in the workplace and has in place appropriate programs and policies relating thereto;
(e) developing the approach of the Corporation to corporate governance including, to the extent appropriate, developing a set of governance principals and guidelines that are specifically applicable to the Corporation; and
(f) examining the corporate governance practices within the Corporation and altering such practices when circumstances warrant.

4.7 Reporting and Communication

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(a) ensuring that the Corporation has in place policies and programs to enable the Corporation to communicate effectively with management, shareholders, other stakeholders and the public generally;
(b) ensuring that the financial results are reported fairly and in accordance with applicable accounting standards;
(c) ensuring that the financial results of the Corporation are adequately reported to shareholders, other stakeholders and regulators on a timely and regular basis;
(d) ensuring the timely and accurate reporting of any developments that could have a significant or material impact on the value of the Corporation; and
(e) reporting annually to the shareholders of the Corporation on the affairs of the Corporation for the preceding year.

4.8 Monitoring and Acting

The Board is responsible for the oversight and review of the following matters and may rely on management of the Corporation to the extent appropriate in connection with addressing such matters:

(a) monitoring the Corporation's progress in achieving its goals and objectives and, through management, altering the direction of the Corporation in response to changing circumstances;
(b) considering appropriate action when performance falls short of the goals and objectives of the Corporation or when other special circumstances warrant;
(c) ensuring that the Corporation has implemented adequate internal control and management information systems;
(d) assessing the individual performance of each Director and the collective performance of the Board; and
(e) overseeing the size and composition of the Board as a whole to facilitate effective decision-making by the Corporation.

5. BOARD'S EXPECTATIONS OF MANAGEMENT

The Board expects each member of management to perform such duties as may be reasonably assigned by the Board from time to time, faithfully, diligently, to the best of his or her ability and in the best interests of the Corporation. Each member of management is expected to devote substantially all of his or her business time and efforts to the performance of such duties. Management is expected to act in compliance with, and to ensure that the Corporation is in compliance, with all laws, rules, regulations and policies applicable to the Corporation.

6. RESPONSIBILITIES AND EXPECTATIONS OF DIRECTORS

The responsibilities and expectations of each Director are as follows:

6.1 Commitment and Attendance

Directors are expected to spend the time necessary to properly discharge their responsibilities. All Directors should make every effort to attend all meetings of the Board and meetings of committees of which they are members.

6.2 Participation in Meetings

Each Director should be sufficiently familiar with the business of the Corporation, including its financial position and capital structure and the risks and competition it faces, to actively and effectively participate in the deliberations of the Board and of each committee of which the Director is a member. Upon request, management should make appropriate personnel available to answer any questions a Director may have about any aspect of the business of the Corporation. Directors should also review the materials provided by management and the Corporation's advisors in advance of meetings of the Board and committees and should arrive prepared to discuss the matters to be presented.

6.3 Code of Business Conduct and Ethics

The Corporation has adopted a Code of Business Conduct and Ethics to deal with the business conduct of Directors, officers and employees of the Corporation. Directors should be familiar with the provisions of the Code of Business Conduct and Ethics.

6.4 Policies

The Corporation has adopted a Disclosure Policy and an Insider Trading Policy. Directors should be familiar with the provisions of these and any other policies adopted by the Board from time to time.

6.5 Other Directorships

The Corporation values the experience Directors bring from other boards on which they serve but recognizes that those boards may also present demands on a Director's time and availability, and may also present conflicts issues. Directors should consider advising the Chair before accepting any new membership on other boards of directors or any other affiliation with other businesses or governmental bodies which involve a significant commitment by the Director.

6.6 Contact with Management

All Directors may contact the CEO at any time to discuss any aspect of the business of the Corporation. Directors also have complete access to other members of management. The Board expects that there will be frequent opportunities for Directors to meet with the CEO and other members of management in Board and committee meetings and in other formal or informal settings.

6.7 Confidentiality

The proceedings and deliberations of the Board and its committees are, and shall remain, confidential. Each Director should maintain the confidentiality of information received in connection with his or her services as a director of the Corporation.

QUALIFICATIONS AND DIRECTORS' ORIENTATION

7.1 The size of the Board shall be determined by the Board, in accordance with the constating documents of the Corporation, with acknowledgement that the number of Board members be such that the Corporation can operate effectively and efficiently.

7.2 The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur between annual meetings of shareholders. A sufficient number of Directors should be independent Directors in accordance with the applicable policies and guidelines of the Canadian Securities Administrators.

7.3 In considering the constitution of the Board, the Board shall consider the types of skills and characteristics required of Directors, based on the needs of the Corporation from time to time. This assessment should include issues of relevant experience, independence, commitment, compatibility with the CEO and other factors deemed relevant to the business of the Corporation.

7.4 Management will provide new Directors with an initial orientation in order to familiarize them with the Corporation and its strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its policies and its external auditor.

7.5 The Board will encourage, but not require, Directors to periodically pursue or obtain appropriate programs, sessions or materials as to the responsibilities of Directors of publicly traded companies.

MEETINGS

8.1 The Board shall meet often as it deems necessary to carry out its responsibilities but not less frequently than quarterly. In addition, the Board should meet as it considers appropriate to consider strategic planning for the Corporation. Financial and other appropriate information should be made available to the Directors in advance of Board meetings. Attendance at each meeting of the Board should be recorded.

8.2 The Chair is primarily responsible for the agenda and for supervising the conduct of the meeting. A detailed agenda and, to the extent feasible, supporting documents will be provided to the Directors approximately one week prior to each Board meeting. Any Director may pose the inclusion of items on the agenda, request the presence of, or a report by, any relevant member of senior management, or at any Board meeting raise subjects that are not on the agenda for that meeting. Directors having items to suggest for inclusion on the agenda for future board meetings should advise the Chair and the corporate secretary well in advance of such meetings.

8.3 No business shall be transacted by the Board unless a quorum of the Board is present or the business is transacted by resolution in writing signed by all members of the Board. A majority of the Board shall constitute a quorum, provided that if the number of members of the Board is an even number, one half of the number of members plus one shall constitute a quorum.

8.4 The Chair will appoint a secretary ("Secretary") who will keep minutes of all meetings. The Secretary does not have to be a member of the Board or a director and can be changed by simple notice from the Chair.

8.5 The time and place of meetings of the Board, and the procedure in all respects of such meetings shall be determined by the Board, unless otherwise provided for in the constating documents of the Corporation or otherwise determined by resolution of the Board.

8.6 Meetings may be held in person, by teleconferencing or by videoconferencing.

8.7 Any decision made by the Board shall be determined by a majority vote of the members of the Board present. A member will be deemed to have consented to any resolution passed or action taken at a meeting of the Board unless the member dissents.

8.8 Management may be asked to participate in any meeting of the Board. The Board should meet separately from management as considered appropriate to ensure that the Board functions independently of management. The Directors independent of management should meet without members of management of the Corporation present as considered appropriate.

8.9 Draft minutes of the Board meetings shall be circulated to the Directors following each meeting.

9. COMMITTEES

9.1 A substantial portion of the analysis and work of the Board will be done by standing Board committees. The Board has established or intends to establish the following standing committees: the Audit Committee and the Compensation Committee. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate.

9.2 Committee members will be appointed by the Board, with consideration of the desires and skills of individual Directors. It is desirable that consideration should be given to rotating committee members periodically, but rotation is not mandated as a policy.

9.3 Each standing committee will have its own charter. The charter of each standing committee should be reviewed annually by the Board.

9.4 Each committee chair, in consultation with committee members, will determine the frequency and length of each committee's meeting and the agenda for committee meetings.

9.5 The chair of each committee shall report to the Board following meetings of the committee.

10. RESOURCES

10.1 The Board shall have full, free and unrestricted access to management and employees and to the relevant books and records of the Corporation.

10.2 The Board may invite any officers or employees of the Corporation, outside counsel, the Corporation's external auditor or any other advisor to attend meetings of the Board or to meet with any member of, or consultant to, the Board, as it deems necessary.

10.3 The Board shall have the authority to:

(a) retain independent advisors as it may deem necessary or appropriate to allow it to discharge its responsibilities; and
(b) set and pay the compensation of any such advisors, at the expense of the Corporation.

10.4 Any advisors retained shall report directly to the Board.

10.5 Directors are permitted to engage an outside legal or other adviser at the expense of the Corporation where for example he or she is placed in a conflict position through activities of the Corporation, but any such engagement shall be subject to the prior approval of the Chair.

11. ANNUAL REVIEW AND ASSESSMENT

11.1 The Board, and each of the committees of the Board, should conduct a self-evaluation at least annually to assess their effectiveness. In addition, the Board should periodically consider the mix of skills and experience that Directors bring to the Board and assess, on an ongoing basis, whether the Board is an appropriate size and has the necessary composition to perform its oversight function effectively.

11.2 The Board shall review and assess the adequacy of this Mandate and, if appropriate, revise this Mandate from time to time.

11.3 Directors should be encouraged to exercise their duties and responsibilities in a manner that is consistent with this mandate and with the best interests of the Corporation and its shareholders generally.

12. REMUNERATION

12.1 The members of the Board shall be entitled to receive such remuneration for acting as Directors or members of any committee of the Board as the Board may from time to time determine.

AI assistant

Namibia Critical Metals Inc. — Proxy Solicitation & Information Statement 2026

46767_rns_2026-04-08_cfda88f9-35c0-4345-9c80-d667f63fb2cf.pdf

NAMIBIA CRITICAL METALS INC.

Notice of Annual and Special Meeting of Shareholders and Management Information Circular

TABLE OF CONTENTS

INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING

MATTERS TO BE ACTED UPON AT MEETING

STATEMENT OF EXECUTIVE COMPENSATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER STOCK OPTION PLANS

INDEBTEDNESS OF DIRECTORS AND OFFICERS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

OTHER BUSINESS

ADDITIONAL INFORMATION

CERTIFICATE

SCHEDULE B

Information Regarding the Meeting

Notice and Access

Solicitation of Proxies

Appointment and Revocation of Proxies

Registered Shareholders

Non-Registered Shareholders

Meeting Materials Received by OBOs from Intermediaries

Meeting Materials Received by NOBOs from the Company

Exercise of Proxies

Voting Shares and Principal Holders Thereof

MATTERS TO BE ACTED UPON AT MEETING

Election of Directors

Majority Voting Policy

About the Board Nominees

Conflicts of Interest

Appointment of Auditor

Annual Approval of Continuation of Incentive Stock Option Plan

Introduction

"Rolling" Maximum Reserve

Other Terms

Existing Stock Options

Approval of Continuation Resolution

STATEMENT OF EXECUTIVE COMPENSATION

Overview

Components of Compensation

Base Salary

Bonus Plan

Long-Term Incentive Plan

Stock Options

Pension Plan Benefits

Deferred Compensation Plan

Summary Compensation Table

Incentive Plan Awards

Employment, Termination and Change of Control Arrangements

Director Compensation

Fees

Compensation Governance

SECURITIES AUTHORIZED FOR ISSUANCE UNDER STOCK OPTION PLANS

Stock Option Plan

Outstanding Stock Options under the Stock Option Plan

INDEBTEDNESS OF DIRECTORS AND OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Independence of the Board of Directors

Independence of the Chair

Outside Directorships

Board Meetings

Board Mandate

Orientation and Continuing Education

Nomination of Directors

Diversity

Committees of the Board

Audit Committee

Policies and Procedures for the Engagement of Audit and Non-Audit Services

Mandate of the Audit Committee

External Auditor Services Fees

Compensation and Corporate Governance Committee

Mandate of the Compensation and Corporate Governance Committee

Policies and Procedures of the Board

Code of Business Conduct and Ethics

Disclosure Policy

Insider Trading Policy

Assessments

OTHER BUSINESS

Namibia Critical Metals Inc. Proxy Solicitation & Information Statement 2026