Description of Activities

Description: The Commission resolved to approve with conditions the acquisition by African Critical Elements Limited of the entire issued share capital in Lepidico Holdings (Canada) Inc.

Acquiring group: The primary acquiring undertaking is African Critical Elements Limited, a private limited company recently incorporated in the United Kingdom. The primary acquiring undertaking is not yet operational and is not presently active in Namibia. The primary acquiring undertaking was established as a holding company for the purpose of acquiring the target entities and financing the development of the Karibib Project. Its business activities entail the acquisition, exploration, and development of critical mineral mining properties such as lithium, tantalum, and rare earth elements.

Target undertaking: The primary target undertaking is Lepidico (Canada) Inc., a private company incorporated in accordance with the laws of the Province of Ontario, Canada. The primary target undertaking is active in Namibia indirectly through its subsidiary, Lepidico Chemicals Namibia (Proprietary) Limited, which holds mineral licences (Mining Licence LL204 active in the Erongo/Karibib region covering the historic Rubicon and Helikon mine and Exclusive Prospective Licence (EPL 5439) in the Erongo Region. It is only active in the exploration and evaluation of lithium, rubidium, and caesium deposits at the Karibib Project and is not yet producing or selling any minerals.

Relevant market: Defined the relevant market to be the market for the provision of exploration of lithium, rubidium, and caesium deposits and mining in Namibia

Merger Determination

The Commission found the proposed transaction unlikely to result in the prevention or substantial lessening of competition or result in any undertaking to acquire or strengthen a dominant position in the market. However, recognising the transaction’s potential to stimulate investment, future lithium, rubidium, and caesium production, employment creation, skills transfer, environmental impact, and broader economic growth in Namibia, the merger was approved subject to conditions specifically designed to ensure that these anticipated benefits indeed translate into tangible and meaningful outcomes for Namibians, particularly through workforce localisation, skills development, and increased participation of local suppliers, SMEs, and historically disadvantaged persons in the project’s value chain.

Mergers determination no.7 of 2026