ILC Critical Minerals Ltd is seeking to raise CAD$450,000, equivalent to about N$6.1 million, earmarked as the final net payment to acquire Lepidico (Mauritius) Ltd should the option be exercised.
Lepidico Mauritius owns 80% of the Namibian company that holds the Karibib lithium project, positioning this payment as a decisive step in securing ILC’s exposure to one of Namibia’s better-known lithium assets.
ILC Critical Minerals Ltd said the Lepidico payment forms part of a wider non-brokered private placement of up to CAD$2.5 million, or roughly N$34 million, through the issue of up to 100 million common shares priced at CAD$0.025 each.
The placement carries no warrants, a structure that limits future dilution while providing immediate capital for project and corporate priorities.
Closing remains subject to acceptance by the TSX Venture Exchange, and all securities issued will be subject to a four-month statutory hold period under Canadian securities laws.
Assuming the full amount is raised and the option exercised, the largest allocation of proceeds, about CAD$950,000 (approximately N$13 million), will be directed to exploration activities in Namibia and Canada.
In Namibia, this funding is expected to support work programs linked to the Karibib lithium project structure. At the same time, in Canada, it will advance ILC’s domestic exploration pipeline as the company balances geographic risk across two jurisdictions.
A further CAD$440,000, representing about 17.6% of the total raise, has been allocated to management fees payable to non-arm’s-length parties, reflecting ongoing corporate and administrative costs associated with managing a multi-jurisdictional portfolio.
Working capital will account for approximately CAD$660,000, or 26.4% of the total proceeds, providing liquidity for day-to-day operations, compliance, and general corporate purposes as ILC progresses its strategy.
ILC noted that payments to investor relations service providers are expected to be well below 10% of gross proceeds.
Any such engagements will be disclosed and filed with the TSX Venture Exchange in line with its policies, underscoring regulatory oversight of promotional and communications expenditure.
The company also confirmed that directors and insiders are expected to participate in the placement, bringing the transaction within the scope of related-party transaction provisions under Canadian securities regulations.
ILC said it qualifies for exemptions from both formal valuation and minority shareholder approval requirements, as the fair market value of shares issued to insiders would remain below 25% of the company’s market capitalisation, in line with Multilateral Instrument 61-101.
Finder’s fees may be paid on a portion of the placement, subject to TSXV approval and applicable securities laws. Collectively, the funding structure highlights a dual objective: finalising control over the Lepidico Mauritius stake tied to the Karibib lithium project, while ensuring sufficient capital is available to advance exploration and sustain operations across ILC’s Southern African and Canadian assets.
