NAMIBIA
RARE EARTHS INC
Press Release
Namibia Rare Earths Inc. Provides Update on Agreement to Acquire Portfolio of Critical Metal Properties in Namibia and $550,000 Private Placement
e Agreement with Gecko Namibia (Pty) Ltd (“Gecko Namibia”) to acquire a majority interest in seven projects ranging from exploration opportunities to near term feasibility stage
« Diversifies Namibia Rare Earths Inc.’s single commodity focus from heavy rare earths on the Lofdal project into a broader portfolio of critical metals and minerals crucial for electric vehicle industry including cobalt, lithium, graphite, tantalum, niobium, and gold
e Initial focus will be on cobalt project following discovery of stratabound cobalt-copper mineralization on neighboring license in northern Namibia
e Strategic partnership formed with mineral development and mining group, Gecko Namibia, strengthens operational capacities for mineral processing and mine development
e Pine van Wyk (NHD Met. Eng. B.Com, MBA), Managing Director of Gecko Namibia, will be appointed CEO of Namibia Rare Earths Inc.
e Gecko Namibia and Gerald McConnell, Chair of the Board of Namibia Rare Earths Inc., to complete CDN$550,000 private placement
Halifax, Nova Scotia January 8, 2018 -—Namibia Rare Earths Inc. (“Namibia Rare Earths” or the “Company”) (TSXV:NRE) today provided an update on its progress towards completing the acquisition of a portfolio of critical metal properties (the “Properties”) from Gecko Namibia (Pty) Ltd. (“Gecko Namibia”) in consideration for the issuance of 64,000,000 common shares of Namibia Rare Earths (“Property Acquisition”) and on its progress towards completing a $550,000 private placement (“Private Placement”) both of which were announced in the Company's press release of November 10, 2017. Pursuant to the policies of the TSX Venture Exchange (the “Exchange”), the Company is required to issue a news release every 30 days following its initial news release to provide an update on the status of the Property Acquisition.
The Company is focused on the regulatory process to obtain the consent of the Exchange for the Property Acquisition and the Private Placement. Exchange conditional approval of the Property Acquisition and the Private Placement has been received and the Company is
working to fulfill all conditions for final approvals. These conditions include the completion of background searches by the TSXV on representatives of Gecko who will become insiders of Namibia Rare Earths.
In accordance with the policies of the Exchange, the Namibia Rare Earths shares are currently halted from trading and it is expected that they will remain halted until receipt and review of acceptable documentation regarding the Property Acquisition, pursuant to Exchange listings Policy 5.3.
P. ty Ai isition and Priv. Placemen
Namibia Rare Earths has entered into an agreement with Gecko Namibia to acquire its 95% interest in a portfolio of exploration properties consisting of 14 exploration prospecting licences (“EPLs”) four of which are pending, one mineral deposit retention licence (“MDRL”) and Gecko Namibia’s rights under an option agreement to acquire a 60% interest in a further exploration prospecting licence which interest may, subject to the terms of the option agreement, be increased to 80%.
This transaction provides Namibia Rare Earths with a high quality, diversified portfolio of critical metals and at the same time has secured a highly experienced strategic partner. Gecko Namibia and its subsidiaries are substantial participants in the Namibian resource sector with 327 employees and a proven track record in the mining industry. The Gecko Namibia portfolio of properties (see Table 1 Projects 2-8) will expand the Company’s commodity base from solely rare earths to a variety of highly critical commodities including cobalt, copper, zinc, lithium, graphite, tantalum, niobium, nickel, and gold, Ground holdings in Namibia will increase from 221 km? (Lofdal) to over 6,850 km?.
In conjunction with the Property Acquisition, Gecko Namibia and Gerald J. McConnell, Chair of the Board of Namibia Rare Earths, have each agreed to complete a private placement with the Company in the amount of $275,000 at $0.05 per share for total gross proceeds to the Company of $550,000 (“Private Placement”). A total of 11,000,000 common shares of Namibia Rare Earths will be issued pursuant to the Private Placement.
The Property Acquisition and Private Placement are expected to close on or before January 31, 2018 and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the final approval and acceptance by the TSXV. Upon completion of the Property Acquisition and Private Placement, Gecko Namibia will own 69,500,000 common shares of the Company representing 43.80% of the outstanding common shares of the Company. The Property Acquisition is conditional upon receipt of the approval of shareholders as required by the TSXV which has been obtained.
The proceeds of the Private Placement will be used to carry out work on the properties acquired from Gecko Namibia with an initial focus on advancing the Kunene cobalt-copper project and to fund general corporate requirements. The common shares of the Company issued pursuant to the Private Placement will be subject to a four-month hold period.
Namibia Rare Earths and its insiders are at arm’s length with Gecko Namibia and there are no finder’s fees payable in connection with the Property Acquisition or the Private Placement.