Namibia Critical Metals Inc’s (NCMI) Japanese partners have completed the C$23 million expenditure requirement to earn a 50% participating interest in the Lofdal Heavy Rare Earth Project, but the transaction remains subject to shareholder and regulatory approvals.
NCMI said on 31 August that it continues to work with the Japan Organisation for Metals and Energy Security (JOGMEC) and Toyota Tsusho Corporation to complete the remaining conditions required to implement the transaction.
These include obtaining NCMI shareholder consent and regulatory approvals, including final approval from the TSX Venture Exchange.
The latest update comes a month after NCMI announced that the Japanese partners had completed the C$23 million earn-in requirement and established TJ Namibia Rare Earths Corporation (TJNREC).
This special-purpose company is intended to hold Japan’s 50% participating interest in Lofdal.
NCMI said it is actively pursuing the outstanding approvals and will provide a further update once they are obtained.
Beyond the completed C$23 million earn-in, JOGMEC has committed to invest up to C$47.668 million, approximately ¥5.5 billion, into TJNREC, with an initial investment made on 23 July.
The investment is intended to capitalise the new joint venture company as Lofdal advances through its Definitive Feasibility Study (DFS) towards a final investment decision.
Japan’s C$23 million earn-in was completed partly through funding of the approximately C$11 million expanded DFS budget approved in July.
The funding structure changes after completion of the earn-in, with approved additional project expenditure classified as pre-FID capital funding.
Under the joint venture agreement, the additional pre-FID funding does not dilute NCMI’s ownership interest and does not bear interest before FID. The money can be used to advance the DFS, permitting, detailed engineering, long-lead activities and other approved pre-development work.
Toyota Tsusho joined the Lofdal partnership in March 2026 and subsequently established TJNREC, through which it and JOGMEC are advancing the project.
The Japanese partners say they are targeting a final decision on commercialisation during Japan’s 2026 financial year.
Lofdal, located in the Kunene Region, contains heavy rare earth elements including dysprosium and terbium, which are used in permanent magnets, including those required for electric vehicle motors. Japan regards the project as part of its strategy to diversify and secure critical mineral supplies.
The DFS includes metallurgical work, mineral separation testing, detailed engineering, environmental permitting and mine development planning.
NCMI has also been carrying out a major 2026 drilling programme, with 83 reverse-circulation holes totalling about 13,000 metres planned over five months. The programme targets resource expansion and infill drilling at Areas 2B and 4, a maiden resource at Area 5 and the potential extension of Area 4 to about 800 metres depth.
The original earn-in structure required JOGMEC to spend C$3 million during the first term, C$7 million during the second and another C$13 million during the third, taking the cumulative expenditure requirement to C$23 million for a 50% interest.
What remains outstanding is the approval required for TJNREC to acquire the 50% participating interest.
NCMI’s 31 August statement does not indicate when shareholder consent or final TSX Venture Exchange approval is expected, saying only that it is actively progressing the outstanding conditions
