Namibia Critical Metals : Second Quarter Financial Report

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

WITH MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2022 AND 2021

Management's Discussion and Analysis

Three months ended February 28, 2022

This management's discussion and analysis of the financial condition and results of operations ("MD&A") of Namibia Critical Metals Inc. (the "Company") is dated April 26, 2022 and provides an analysis of the Company's financial results and progress for three months ended February 28, 2022 and 2021. This MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements as at and for the three months ended February 28, 2022 and 2021 and related notes thereto, which were prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB") and Interpretations of the IFRS Interpretations Committee ("IFRIC"). All amounts are expressed in Canadian dollars unless otherwise noted.

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical fact, that address exploration drilling, exploitation activities and events or developments that the Company expects, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration results, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The information contained herein is subject to change and the Company does not assume the obligation to revise or update these forward-looking statements, except as may be required under applicable securities laws.

Rainer Ellmies, PhD, MSc Geology, GeolFA, EurGeol, AusIMM, is the Company's Qualified Person and has reviewed and approved the technical information disclosed in this MD&A.

Overall Performance

The Company is engaged in the exploration for critical metals and gold in Namibia through its 95% owned subsidiary, Namibia Rare Earths (Pty) Ltd., a Namibian company ("Namibia Pty") and its 95% interest in nine additional Namibian subsidiaries acquired from Gecko Namibia (Pty) Ltd through the Company's Cayman subsidiary, Cayman Namibia Rare Earths Inc., on February 21, 2018. Since incorporation in 2004, Namibia Pty has established a presence in Namibia and has applied for and been granted a number of exclusive prospecting licenses.

The major focus of the Company's activities from 2010 to February 2018 had been the Lofdal Heavy Rare Earths Project. On February 21, 2018, the Company completed the acquisition of six critical metal and gold properties in Namibia from Gecko Namibia (Pty). This transaction provided Namibia Critical Metals with a diversified exploration portfolio (Figure 1) 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 a proven track record in the mining industry. The portfolio of properties acquired from Gecko Namibia has expanded the Company's commodity interest from solely heavy rare earths to a variety of highly critical commodities which currently includes gold, copper, lead, zinc, nickel, vanadium, tantalum and niobium. Current ground holdings are summarized in Table 1.

Following the transaction with Gecko Namibia, a focus was placed on the Kunene Cobalt-Copper Project throughout 2018-2020. Exploration results were largely unsuccessful and these properties were deemed to not warrant further investment. As a consequence, non-core prospecting licences were largely relinquished in the year. Since 2020 the Company has focused on further development of the Lofdal project through its joint venture with Japan Oil, Gas and Metals National Corporation ("JOGMEC") and on exploration of its gold properties in Namibia. The Otjitanga light rare earth property is in a final stage for a commercial transaction.

NAMIBIA CRITICAL METALS INC. MANAGEMENT'S DISCUSSION AND ANALYSIS

Figure 1 - Location of NCMI's critical metals projects

Table 1 - Summary of Namibia Critical Metals Project Portfolio as at 28 February 2022

EPL = Exclusive Prospecting Licence; ML = Mining Licence; MDRL = Mineral Deposit Retention Licence

#

LicenceSubsidiary Company

Project

Size(km2)

1	EPL3400	Namibia Rare Earths (Pty) Ltd.	Lofdal	104
2	EPL5847	Kunene Resources Namibia (Pty) Ltd.	Otjitazu	69
3	EPL5885	Kunene Resources Namibia (Pty) Ltd.	Kunene	783
4	EPL5992	Kunene Resources Namibia (Pty) Ltd.	Grootfontein	732
5	EPL6440	Gecko Gold Mining (Pty) Ltd.	Erongo	337
6	EPL6561	Kunene Resources Namibia (Pty) Ltd.	Grootfontein	661
7	EPL7115	Philco One Hundred Eighty (Pty) Ltd.	Marienfluss	271
8	MDRL3299	Epembe Mining (Pty) Ltd.	Epembe	57
9	ML200	Namibia Rare Earths (Pty) Ltd.	Lofdal	210
Total	3,224