The 20 per cent shareholder in the Karibib Lithium Project, Huni-Urib, claims that Lepidico diverted millions meant for Namibia by sustaining and benefiting from the offshore revenue structures inherited from Desert Lion Energy and later strengthened after the 2019 acquisition.
Through correspondence dated 13 October, 16 October, 17 October, 19 October, 31 October and 13 November 2025 addressed to oversight institutions including the Prime Minister, the Minister of Industries, Mines and Energy, the Mining Commissioner, the Competition Commission, NAMRA, BIPA and the Anti-Corruption Commission, Huni-Urib alleges that Lepidico withheld mineral revenue from Namibia, violated licence conditions, avoided taxes, manipulated export pricing, undermined local ownership, attempted to dispose of the controlling interest without consultation and brought the project to a standstill by placing it under management in December 2024.
Huni-Urib’s involvement is rooted in the 2018 award of Mining Licence 204.
Desert Lion Energy was required to include a Namibian partner to meet local participation requirements under the national mineral policy.
Huni-Urib became a 20 per cent equity shareholder in Lepidico Chemicals Namibia (LCN), the ML 204 licence holder.
Their role extended beyond nominal ownership: they provided local facilitation, land access, community engagement and regulatory support necessary for approval.
Desert Lion, and later Lepidico, confirmed this shareholding in all regulatory and financing submissions, including to the US International Development Finance Corporation.
The dispute centres on the 2017 Desert Lion offtake agreement with Jiangxi Jinhui Lithium. Desert Lion received a US$4.558 million customer deposit and exported 30,321 tonnes of lithium-bearing ore in April 2018.
The shipment generated a gross invoice value of about US$4.144 million at US$136.70 per tonne. After deductions totalling US$82.10 per tonne, the net realised revenue was US$1.654 million or US$54.60 per tonne. None of the revenue reached Namibia.
It was routed through Desert Lion’s Mauritian entity. When Lepidico acquired Desert Lion, it inherited the offshore deposit. It later transferred the funds to Canada, where, on 16 November 2022, it recorded the entire US$4.558 million as revenue under Canadian law, rather than delivering the remaining two shipments of 30,000 tonnes each.
The failure to deliver remains unresolved, with the non-delivery dispute still pending before the Singapore International Arbitration Centre, where Jinhui seeks repayment of the deposit.
Huni-Urib argues that, while arbitration will determine repayment, Namibia has already suffered losses in royalties, corporate tax, and dividends because none of the revenue passed through the Namibian licence holder.
According to Huni-Urib, Namibia lost at least US$364,000 in royalty and corporate tax revenue from Phase 1 alone.
Huni-Urib’s unpaid 20 per cent dividend amounts to about US$330,000, rising to roughly US$528,000 with interest.
The cancellation of Phases 2 and 3 resulted in more than US$15 million in foregone economic benefit.
They argue that the extreme reduction from US$136.70 to US$54.60 per tonne suggests undervaluation and transfer-pricing manipulation designed to minimise royalty and tax exposure in Namibia.
Compounding these issues, Lepidico notified stakeholders in December 2024 that the Namibian project had been placed under “management”, effectively putting it into a suspended or care-and-maintenance state.
For Huni-Urib, this move was a critical escalation: it halted operational progress, froze development obligations under ML 204, undermined the approved work programme and, in their view, signalled Lepidico’s intention to step away from the project while leaving unresolved liabilities behind.
Huni-Urib says the decision also weakened oversight, as key decisions were moved offshore while the Namibian entity remained dormant.
By October 2025, the dispute had transformed into a full-scale regulatory confrontation. On 13 October, Huni-Urib lodged a formal complaint with the mines minister requesting the suspension of ML 204 because Lepidico failed to comply with the work programme, failed to report revenue, was unable to pay royalties, and placed the project under management without Ministerial approval.
They cited non-compliance with Sections 52, 55 and 137 of the Minerals Act.
On 16 and 17 October, they wrote to the Prime Minister warning that the combination of offshore revenue diversion, halted operations, and opaque governance had become a threat to Namibia’s mineral sovereignty. They proposed a Namibian-led restructuring and a governance transition.
The situation escalated on 19 October 2025, when Huni-Urib learned from public announcements that Lepidico Mauritius intended to sell or grant an option to International Lithium Corp. on its 80 per cent shareholding in LCN. The key concern for Huni-Urib was that this planned sale was pursued without consulting the Namibian shareholder or notifying the Competition Commission, despite involving a change of control in a Namibian licence.
In a regulatory objection addressed to the Minister of Mines, the Mining Commissioner, NAMRA, the Competition Commission and the Anti-Corruption Commission, Huni-Urib argued that any sale of the controlling interest without involving the local shareholder violated both the Mines and Minerals Act and the conditions under which ML 204 was issued.
They warned that all sale proceeds would flow to Mauritius, bypassing Namibia and further severing the project from local oversight.
Huni-Urib reminded regulators that Lepidico had previously affirmed the local ownership structure in filings to financiers and agencies, including the US IDFC.
They argued that any transfer of control that sidelines the 20 per cent Namibian shareholder contradicts these commitments and constitutes a serious governance breach.
They called on the Mining Commissioner to withhold approval, demand disclosure of transaction documents, reaffirm the non-negotiable nature of local ownership, and, if necessary, convene a meeting between the Ministry, shareholders and International Lithium Corp.
They reserved their right to seek an interdict from the High Court to prevent any transfer that undermines minority rights.
In an accompanying complaint submitted the same day, Huni-Urib accused Lepidico’s chief executive, Joe Walsh, of deliberate financial misconduct, non-compliance with statutory obligations, misappropriation of funds, suppression of dividends and withholding of audited accounts.
They argued that routing mineral revenues through Mauritius and Canada constituted violations of the Minerals Act, the Companies Act, foreign-exchange regulations and tax law.
Annexures included the shipment revenue breakdown, royalty and tax losses, dividend suppression calculations, undervaluation analysis and the legal grounds for licence suspension under Sections 47, 52, 55, 91, 125 and 137 of the Minerals Act.
On 31 October 2025, Huni-Urib submitted a complaint to BIPA alleging failures to file statutory returns, breaches of fiduciary duty and conduct prejudicial to the minority shareholder.
Additional letters to NAMRA and the Anti-Corruption Commission detailed allegations of tax evasion, foreign-exchange violations and concealed offshore income.
Across all filings, Huni-Urib’s position is consistent. Desert Lion initiated offshore revenue retention in 2018. Lepidico inherited that structure, maintained it, transferred the revenue to Canada, placed the Namibian project under management in December 2024, sought to sell the project offshore without notifying the Competition Commission or consulting the 20 per cent Namibian shareholder, and left the non-delivery dispute unresolved while attempting to exit.
For Huni-Urib, the issue is no longer simply a dispute between shareholders. They argue it is a test of Namibia’s ability to enforce mineral sovereignty, protect the value of local participation and prevent the economic worth of ML 204 from disappearing offshore for a second time.
