Almaden’s key 100% owned mineral concessions, that cover the Ixtaca project, and which are the subject of the Feasibility Study announced in 2018, are not adversely affected by the denial of Almaden’s appeal noted in the December 1, 2020 news release.

While a Mexican court has denied the appeal filed by the Company regarding the Company’s voluntary reduction of its mineral concessions, the Company wishes to reiterate the following:

The court decision upholds the original, 14,000 Ha larger concessions, which the Company originally held;

The original concessions provide Almaden with the same exploration and mining rights over the Company’s Ixtaca project as would the reduced concessions;

Almaden continues to have full access to the Ixtaca project for its ongoing exploration programs;

As disclosed in the Company’s press release of September 9, 2020, a Court has confirmed that the existence of the Amparo lawsuit involving these original concessions does not prevent the environmental authority (“SEMARNAT”) from resolving the environmental permit (“MIA”) application and that SEMARNAT is free to act within its jurisdiction and authority in respect of the MIA review.

Further background on this matter is available in the Company’s recent disclosure including that of February 27, 2020, September 9, 2020 and December 1, 2020.

The three Mining Rights collectively called the Kowa Project comprise 389 hectares and will be included into the Barrick Alliance. The Mining Rights host numerous gold-bearing epithermal quartz veins with shallow historic underground mine workings developed on them. With the signing of this agreement the Company has complete coverage over strike extensions to the Ohra-Takamine mineralization corridor, along with the numerous under-explored veins contained within the Properties, Figure 1.

Highlights of the Joint Venture include: The Company has an exclusive right to explore the Properties in return for the Company’s commitment to fund the exploration and development and pay Mining Right taxes.The Company has the right to acquire 100% equity in the Mining Rights in return for funding through to pre-feasibility, Consideration for the transfer of the Mining Rights to the Company will be a 10% net profits interest “NPI” A joint technical committee will oversee exploration and development activities within the properties and the Company will act as Manager

John Proust, Chairman & CEO commented, “We’re very pleased to sign this joint venture agreement with the Koatsu Kogyo Corporation. The joint venture covers a strategic and under-explored gap in the Company’s extensive portfolio in the very prospective Southern Kyushu Epithermal Gold Province.”

The Koatsu Kogyo Mining Licenses

Gravity-high anomalies are a key feature associated with the development of high-grade epithermal gold deposits in the Hokusatsu Region. Within the Properties gold-bearing epithermal veins occur along a 2-kilometer long north trending corridor situated on the western flank of a major gravity-high anomaly, refer to Figure 2. The numerous shallow historic workings developed on these veins have been grouped under the collective name of the Kowa Mine Workings1. Production occurred sporadically from 1916 until 1943 within the mining rights, however no production data is available. Quartz veins are mapped in various orientations, within broad clay alteration zones developed along north and northeast orientations. Large tabular sinter boulders are also reported around the workings, potentially indicating as at the Ohra mine area, the system may not be deeply eroded.

In the northern part of the Kowa workings, three significant quartz veins named the Miyashiro veins, have reported strike lengths between 100 to 450 meters, with widths between 0.3 to 0.9 meters. Sampling of these veins in the late 1960’s gave grades between 3 to 28 g/t gold and 25 to 60 g/t silver2. Anomalous soil data reported by the Company in a news release dated 11th June, 2020, indicate these veins probably form part of the Ohra – Aira Yamada Mine vein trend, a gold and pathfinder element in-soil anomaly that extends northeast for greater than 2 kilometers beyond the Ohra Mine workings. Ten samples taken across the Tenshin veins in the central part of the Kowa workings, reported gold grades between 3.3 to 40.3 g/t from veins between 0.1 to 0.6 meters wide1.

As part of the Alliance regional assessment programs the Company will commence investigations of the Properties early in 2021 to evaluate prospectivity and definition of drill targets. The Mining Right status will facilitate more rapid permitting to support drilling and other more advanced exploration activities.

Highlights

• Drilling from pad MZ 51 at the northeastern end of the Main zone intersects sulphide mineralization extending the strike length of the mineralization to over two kilometres.
• Drilling at the new GZ zone also intersects strong massive sulphides.
• Road building at the GZ zone exposes in situ mineralization.

Main zone

Drilling has now extended the strike length of the Main zone to over two kilometres. A drill testing the northeastern extent of the Main zone has intersected 4.5 metres of massive to disseminated sulphides between 68-metres and 78.2-metres depth. This hole was drilled at a minus-45-degree inclination from pad MZ 51, which is located 1.95 kilometres from pad MZ 5.

GZ zone

A vertical hole was undertaken to assist in determining the orientation of the mineralization. This hole intersected massive sulphide mineralization (46.1 metres to 52.8 metres).

While constructing access to a forthcoming drill pad, the mineralization was exposed. At surface, the mineralization is 6.35 metres wide (true width) and is dominantly intensely oxidized but does contain two one-metre-wide massive galena sections.

The company is expecting the next batches of drill results for the project within the next week. They will be reported when received.

The technical information and results reported here have been reviewed by Chad Ulansky, PGeol, a qualified person under National Instrument 43-101, who is responsible for the technical content of this release.

• XRT (X-ray transmission) and XRF (X-ray fluorescence) ore sorting technologies successfully identified mineralized particles over a wide range of size fractions;
• Test work completed on 8.6 tonnes of sample has achieved upgrades of 1.5 times to three times with high recoveries for dysprosium and other heavy rare earths;
• Increased grades and reduction in tonnage for milling will lower operating costs;
• Gravity and magnetic separation test work nearing completion at Light Deep Earth (South Africa);
• SGS (Canada) appointed to continue downstream flotation and magnetic separation test work;
• Strong price increases in key value drivers for Lofdal — 12-month prices up 24 per cent for dysprosium and up 93 per cent for terbium.

Don Burton, president of Namibia Critical Metals, stated: “The first step in beneficiation of heavy rare earth mineralization at Lofdal is through ore sorting. These test results have clearly demonstrated the opportunity to increase grade from the Area 4 deposit by a factor of 1.5 to three times, which will have significant positive impacts on further downstream processing costs. We continue to evaluate early-stage beneficiation opportunities through gravity techniques and magnetic separation, and we are pleased to bring SGS on board as we move into flotation. SGS has a wealth of processing experience with rare earths, including some of the largest rare earth projects in the world — Mountain Pass (USA), Strange Lake (Canada) and Zandkopsdrift (South Africa).

“With xenotime as its dominant rare earth mineral, Lofdal offers the potential to be a significant source of dysprosium and terbium. While the market has taken note of the recent increases in neodymium and praseodymium prices with regards to light rare earth projects, similar increases to dysprosium and terbium prices have not yet been factored into the heavy rare earth contenders.”

The Lofdal heavy rare earths project is located 450 kilometres northwest of the capital city of Windhoek in the Kunene region of northwestern Namibia. The project area covers 314 square kilometres centred on the Lofdal carbonatite complex, which hosts a number of rare earth occurrences, including the Area 4 deposit. Mineralization at Area 4 is dominated by xenotime, which is highly enriched in heavy rare earths.

Lofdal is unique as one of only two primary xenotime deposits under development in the world. As demonstrated in the preliminary economic assessment, Lofdal has the potential for significant production of dysprosium and terbium, the two most valuable heavy rare earths used in high-powered magnets. The joint venture with JOGMEC is driven by Lofdal’s potential to be a long-term, sustainable supply of heavy rare earths for Japan.

Rare earth market comments

The two major operating rare earth mines outside of China are Mountain Pass (United States) and Mount Weld (Australia), both of which are light-rare-earth-enriched projects and, therefore, major suppliers of the light rare earths praseodymium and neodymium. Prices for all the main magnet-related rare earths — praseodymium, neodymium, terbium and dysprosium — have seen significant gains over the past 12 months, with particularly sharp increases in the past six to eight weeks (see attached table). Terbium (up 93.2 per cent) and dysprosium (up 24.5 per cent) are the main value drivers in heavy rare earth projects such as Lofdal.

Metallurgical test work program summary and highlights

A number of sequential processing stages have been recommended for treatment of the xenotime mineralization at Lofdal and include upfront ore sorting, magnetic separation, flotation and gangue acid leaching to produce a mineral concentrate. Each of these stages is being evaluated during term 1 using a representative 18-tonne sample that was collected from trenches along 650 metres of strike length from the Area 4 deposit.

Ore sorting tests

Ore sorting technologies provide opportunities to reject considerable volumes of waste, thereby upgrading run-of-mine feed before requiring more expensive crushing and milling for downstream processing. Test work has been completed on 8.6 tonnes, confirming the amenability of Lofdal mineralization to be significantly upgraded using either X-ray fluorescence (XRF) or X-ray transmission (XRT) sorting technology. Mineralization at Lofdal is amenable to XRF sorting by analyzing for the element yttrium, which is directly related to the concentration of the heavy rare earth mineral xenotime. It is amenable to XRT sorting because of the dominance of higher-density gangue minerals (carbonates) to host the xenotime mineralization.

XRF sorting tests were carried out by Rados International in Pretoria on size fractions between 20 millimetres and 150 millimetres, and XRT sorting tests were carried out by IMS/Steinert on size fractions between 10 millimetres and 75 millimetres in Johannesburg. A total of 8.6 tonnes were prepared from the representative sample for the sorting tests by Light Deep Earth (LDE) in Pretoria and final ICP-MS analyses appropriate for rare earth element analyses (method code ME-MS81h with lithium metaborate fusion) were carried out by ALS Minerals (sample preparation in Johannesburg and analyses in Vancouver). Quality assurance/quality control was monitored through internal laboratory standards, blanks and duplicates with the provision of refereed rare earth standards from Lofdal.

Very clear grade, recovery and mass pull curves were established for both technologies and can be used to evaluate the most favourable economic scenarios available to the project.

In addition to quantifying outcomes for upgrading of heavy rare earths, the test work will also be evaluated for efficiencies in rejecting unwanted iron, calcium and silica. Scavenging tests on XRF discard products have demonstrated opportunities for further increased recoveries with minimal additional mass pulls. Sorted products from these bulk runs have been utilized to provide representative samples for next-stage process steps: gravity, magnetic separation and flotation.

Gravity, magnetic separation and flotation

Systematic evaluations of gravity separation technologies had not been previously undertaken on Lofdal and this work is now being undertaken by Light Deep Earth using sorted XRF sample and fines. Test work has been completed to evaluate dense media separation on coarse size fractions between one millimetre and 10 millimetres, shaking table separation on size fractions between 0.05 millimetre and 1.0 millimetre, and multigravity separation on size fractions between less than 0.05 and 0.1 millimetre. Reports are pending.

Previous metallurgical test work at Lofdal had demonstrated the amenability of the mineralization to magnetic separation using wet high-intensity magnetic separation (WHIMS) equipment, and it is expected that magnetic separation will be maintained as an important processing step in beneficiation. The focus of magnetic separation test work at LDE is to evaluate wet-belt rare earth magnet separation technology (WRER) to compare with WHIMS. Test work on this has been completed and reports are pending.

Flotation has also been demonstrated to be an important step in beneficiation and this work will be undertaken by SGS (Canada) in conjunction with additional WHIMS test work. SGS has extensive experience in mineral processing of a number of rare earth deposits, including Mountain Pass, Nechalacho, Strange Lake, Bokan Mountain, Bear Lodge, Kipawa, Zandkopsdrift and Wicheeda Lake. Samples of both XRF- and XRT-sorted products and fines have been prepared for shipment to the SGS facility in Lakefield, Ont. The test program will compare upgrades and recoveries of XRF and XRT products through direct flotation followed by magnetic separation and through direct magnetic separation followed by flotation.

JOGMEC joint venture agreement

As previously announced (see the company’s press release dated Jan. 27, 2020), the joint venture agreement with JOGMEC provides for the two companies to jointly explore, develop, exploit, refine and/or distribute mineral products from Lofdal. JOGMEC has the right to earn an interest in stages following an initial non-refundable exploration commitment of $3-million (term 1). Subsequent financial commitments may be exercised at the sole discretion of JOGMEC upon completion of each phase, with term 2 requiring a $7-million contribution to earn 40-per-cent interest in Lofdal, term 3 requiring a $10-million contribution for an additional 10-per-cent interest in Lofdal, after which JOGMEC may elect to acquire an additional 1-per-cent interest for $5-million. The agreement contemplates completion of a feasibility study for Lofdal at the end of term 3 and makes provision for JOGMEC to elect to exclusively finance development of Lofdal provided that the company’s interest will not be diluted below 26 per cent. The additional expenditure of $1.1-million during term 1 can be credited toward the term 2 expenditure commitment of $7-million. Please refer to the company’s press release dated Jan. 27, 2020, for further details.

About Namibia Critical Metals Inc.

Namibia Critical Metals holds a diversified portfolio of exploration and advanced-stage projects in the country of Namibia focused on the development of sustainable and ethical sources of metals for the battery, electric vehicle and associated industries. The two advanced-stage projects in the portfolio are Lofdal and Epembe. The company also has significant land positions in areas favourable for gold mineralization.

Rare earths

The Lofdal heavy rare earth project is the company’s most advanced project having completed a preliminary economic assessment in 2014 and full environmental impact assessment in 2017. An application has been made for a mining licence at Lofdal. The project is now in joint venture with JOGMEC, who is financing the current $4.1-million drilling and metallurgical program with the objective of doubling the resource size and optimization of the process flow sheet. The Otjitanga light rare earth project is situated within the company’s Kunene exploration area and hosts a new discovery of neodymium-rich carbonatite veins, which is in the early stages of exploration.

Gold

At the Erongo gold project, stratigraphic equivalents to the sediments hosting the recent Osino gold discovery at Twin Hills have been identified but not yet sampled. Soil surveys are progressing over this highly prospective area. The Grootfontein base metal and gold project has potential for magmatic copper-nickel mineralization, Mississippi Valley-type zinc-lead-vanadium mineralization and Otjikoto-style gold mineralization. Detailed interpretation of geophysical data and regional geochemical soil sampling surveys are under way.

Tantalum/niobium

In addition to Lofdal, the Epembe tantalum-niobium project is also at an advanced stage with a well-defined, 10-kilometre-long carbonatite dike that has been delineated by detailed mapping with over 11,000 metres of drilling. Preliminary mineralogical and metallurgical studies, including sorting tests (XRT), indicate the potential for significant physical upgrading. Further work will be undertaken to advance the project to a preliminary economic assessment stage.

Copper/cobalt

The Kunene copper-cobalt project comprises a very large area of favourable stratigraphy (the DOF) along strike to the west of the Opuwo cobalt-copper-zinc deposit. Secondary copper mineralization over a wide area points to preliminary evidence of a regional-scale hydrothermal system. Exploration targets on EPLs (exclusive prospecting licences) held in the Kunene project comprise direct extensions of the DOF-style mineralization to the west, sediment-hosted cobalt and copper, orogenic copper, and stratabound manganese and zinc-lead mineralization.

The common shares of Namibia Critical Metals trade on the TSX Venture Exchange under the symbol NMI.

Donald M. Burton, PGeo, president of Namibia Critical Metals, is the company’s qualified person and has reviewed and approved this press release.

Each unit will consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one common share at a price of 28 cents for a period of 24 months following the closing date (as defined herein).

The underwriters have been granted an option, exercisable, in whole or in part, at any time within 48 hours prior to the closing date (as defined herein), to purchase from the company up to an additional 15 per cent of the units offered under the offering.

The company will pay the underwriters a cash commission of 6 per cent of the gross proceeds of the offering, including on any proceeds realized on the exercise of the overallotment option. Additionally, the company and the underwriters have agreed to a reduced cash commission for any participation by insiders of the company.

The offering is expected to close on or about Dec. 23, 2020, or such other date as may be agreed by the underwriters and the company, and is subject to the company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities. The units will be offered by way of a short form prospectus in each of the provinces of British Columbia, Alberta and Ontario.

The company plans to use the net proceeds from the offering: to finance exploration and development expenditures at the company’s projects, including its flagship Dewey Burdock project; to repay outstanding loans; and for general working capital and corporate purposes.

Certain insiders of the company may participate in the offering. The participation of insiders in the offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (MI 61-101). The company anticipates relying on the exemptions from the formal valuation and minority approval requirements in sections 5.5.(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the related party transactions does not exceed 25 per cent of the company’s market capitalization.

The net proceeds of the offering will be used to finance drilling campaigns at Bonterra’s Moroy, Gladiator and Barry projects, and to prepare a resource estimate update and a preliminary economic assessment (PEA) on these three projects, and for general working capital purposes. The PEA is expected to be completed in the fall of 2021. Along with a total of 124,000 metres drilled since the 2019 resource estimates on the Moroy, Gladiator and Barry projects as well as the bulk sample at Moroy, the company expects these initiatives to help demonstrate the value of the company’s assets.

The common shares to be issued under the offering will be subject to a hold period of four months and one day from the date of issue in accordance with applicable securities laws. The offering is subject to approval of the TSX Venture Exchange.

The shareholders approved all other matters as proposed, including the appointment of Davidson & Company LLP, chartered professional accountants, as auditor of the company and approval of the company’s stock option plan.

Number of shares:  10,171,673 common share units (each comprising one common share and one-half of one share purchase warrant) and 8,826,511 flow-through (FT) units (each comprising one flow-through share and one-half of one share purchase warrant)

Purchase price:  28 cents per unit and 30 cents per FT unit

Warrants:  9,499,091 share purchase warrants to purchase 9,499,091 shares

Warrant exercise price:  35 cents for a period of 24 months from the date of closing

Number of placees:  63 placees

Insider:  Jaelky Holdings Inc. (Andrew Davidson), 36,000

Total pro group involvement:  753,340 (four placees)

Finder’s fee:  $349,721 cash commission and 1,204,872 compensation options payable to Mackie Research Capital Corp. (Each compensation option is exercisable at 28 cents per share for a period of 24 months from the date of closing.)

Highlights:

• Completion of the value engineering phase with improvements made to plant design and flow sheet to optimize operational performance;
• Capex and opex remain in line with feasibility study following comprehensive review;
• Operational readiness plan well advanced with all key permits in place for commencement of construction;
• Key environmental and social programs under way in preparation for construction phase;
• Project finance process continues to progress, with a number of key milestones delivered;
• Buildout of the operational and corporate teams to support transition to construction;
• Nickel price trading at $16,300 (U.S.) versus Araguaia base case modelled at $14,000 (U.S.) resulting in enhanced project economics.

Horizonte’s chief executive officer, Jeremy Martin, commented: “Horizonte has made significant progress with the key work streams required to commence construction at Araguaia, despite the challenges posed by the COVID-19 pandemic over the last 10 months.

“The project funding package for Araguaia involves multiple components that are being negotiated simultaneously. We continue to engage with a number of prospective investors, have recently negotiated a non-binding term sheet with a major cornerstone equity investor, have reached an advanced stage with offtake agreements, received initial approval for a financing facility of up to 200 million Brazilian reais (circa $32-million (U.S.)) from Banco da Amazonia, and are advancing work streams with a syndicate of five international banks for the principal project finance package, as previously announced.

“In parallel, we have spent the past eight months undertaking a phase of value engineering to upgrade the feasibility study completed in 2018 and optimize certain aspects of the project to a level where it is implementation ready. This work has included development of a detailed project execution and operational readiness plan.

“These work streams have further derisked the project and give us clear visibility on how we will deliver a successful, Tier 1 nickel project. Critical to the project’s delivery is the growth of our teams. The high calibre of the individuals we have been able to attract is testament to the quality of our projects, the growth trajectory of the company and the culture of best practice that we have worked hard to develop over many years of operating in Brazil. Our people have always played a vital role in delivering the company’s success, and I am delighted to welcome the new members to the team as we start to the journey to becoming a nickel producer.”

Value engineering completion

For the past eight months, the Araguaia project team, working alongside a number of leading global engineering groups, has been focused on advancing the level of engineering from feasibility stage to becoming implementation ready. The value engineering work is now complete, resulting in a number of positive outcomes.

The objectives of the value engineering process have been to:

• Improve the level of engineering definition;
• Develop and execute the procurement strategy (linked with Export Credit Agency (ECA) finance and associated vendors);
• Establish a detailed project execution plan;
• Initiate engineering, procurement and construction management (EPCM) vendor selection;
• Develop an operational readiness plan.

Key outcomes of the work include:

• Feasibility study design philosophy and process flow sheet remain mostly unchanged, but with the addition of a number of improvements to enhance operational performance.
• Key equipment packages are optimized and final negotiations are under way for long lead items.
• Level of engineering definition has been significantly advanced to allow the company to fast-track to the start of implementation.
• Improved furnace and refinery technologies have been selected along with furnace control systems to improve reliability, productivity and ensure the right on-site support during construction and ramp-up.
• Updated market proposals for key opex inputs including power, logistics, labour and plant consumables.
• Capex and opex remain in line with feasibility study values following comprehensive review.

Environmental and social

Horizonte’s environmental and social work streams are critical to the operational readiness of the project. In preparation for the development phase of the project, the environmental and social team has begun to implement multiple programs in line with Brazilian permits, Equator Principles and IFC Performance Standards.

Social programs commenced or advanced in 2020 include:

• Local supplier development program with respect to equipment and services;
• Mining and environmental education program for communities and key stakeholders;
• Impact on local services plan;
• Worker accommodation plan.

All environmental programs relating to Brazilian permits have continued, and in addition Environmental Resources Management (ERM) consultancy group was commissioned to conduct new IFC-related studies, including:

• Integrated environmental impact assessment across all project infrastructure pieces;
• Biodiversity action plan;
• Integrated ecological services study;
• Integrated environmental social management system (IMS).

Despite the pandemic, the social team has ensured that communities remain fully briefed on the project’s progress, albeit in a new COVID-19-safe format. Horizonte continue to keep local communities informed with the most up-to-date health and hygiene advice regarding the pandemic, and is supporting vulnerable families with food parcels.

Project finance

The project finance process, led by Endeavour Financial, continues to make strong progress. As announced on Aug. 12, 2020, the company executed a mandate to arrange a senior secured project finance facility of up to $325-million (U.S.), with a syndicate of five financial institutions. The company is also in discussions with a number of ECAs to participate in the facility by providing equipment linked financing. This process has progressed well throughout the year and the company looks forward to moving toward credit approvals and execution of definitive facility documentation in 2021. In addition, the company is progressing interest and participation from Brazilian financial institutions, including the Brazilian Development Bank (BNDES). The company has also received initial approval for a financing facility of up to 200 million Brazilian reais (approximately $32-million (U.S.)) from Banco da Amazonia (BASA).

Simultaneously, the company is in advanced negotiations to secure long-term offtake agreements for the project and continues to engage with a number of prospective investors. The company has also negotiated a non-binding, conditional term sheet with one major cornerstone equity investor, subject to, among other things, completion of the full financing package

Due to the impact of continuing COVID-19-related lockdowns on financial markets, the company now anticipates completing the full project financing package in the first half of 2021, with construction commencing shortly thereafter. This time frame will continue to be subject to the continuing impacts of the COVID-19 pandemic. Each part of the project finance package remains conditional until all components are in place with a simultaneous closing targeted.