Description of Activities

Description of transaction: The proposed transaction concerns 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 undertakings: The primary target undertaking is Lepidico (Canada), 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, Lepedico Chemicals Namibia (Proprietary) Limited, which holds mineral licences (Mining Licence LL204, active in the Erongo/Karibib region covering the historic Rubicon and Helikon mines) and an Exclusive Prospective Licence (EPL 5439) in the Erongo/Karibib 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: The relevant market is the market for the provision of exploration of lithium, rubidium, and caesium deposits and mining in Namibia.

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