Namibian entity opposes lithium project sale to Britons

Namibia’s Karibib lithium project is facing another ownership battle after years of financial difficulties, a multimillion-dollar Chinese offtake dispute, liquidation and failed takeover attempts left one of the country’s most advanced lithium projects unable to move into production.Namibian-owned Otwathika Investment Holdings has objected to the proposed acquisition of Lepidico Holdings (Canada) Inc by African Critical Elements Limited (ACE), a newly established UK company seeking control of the corporate structure that holds the Karibib lithium, rubidium and caesium project.The objection, lodged with the Namibia Competition Commission (NaCC) through MetLaw Attorneys on 8 July, argues that the transaction risks continuing a pattern in which the Karibib project changes ownership without securing the substantial development capital required to take the project into production.The NaCC received ACE’s merger application on 14 April and held a stakeholders’ conference on the transaction last week.NaCC spokesperson Dina-Tina Gowases-Pakote said the merger assessment recommended approval with conditions after case analyst Leena Shikongo presented her findings, but stressed that the Commission’s board has yet to make a final decision.“She indicated that based on the merger assessment, the merger would be approved with conditions. However, the board has yet to sit and adjudicate on the merger as it is the decision-making arm,” Gowases-Pakote said.She said the board is expected to sit in October or November.ACE wants to acquire the entire issued share capital of Lepidico Holdings (Canada), which ultimately controls an 80% interest in Lepidico Chemicals Namibia, holder of Mining Licence 204 covering the historic Rubicon and Helikon deposits near Karibib.A troubled ownership historyThe latest ownership contest follows a difficult history stretching back to Desert Lion Energy, which sought to revive the Karibib deposits before financial problems led Lepidico to acquire the company in 2019.Among the problems inherited from Desert Lion was an offtake arrangement with Chinese company Jiangxi Jinhui Lithium Co Ltd, under which Desert Lion received a US$4.5 million prepayment against future deliveries of lithium-bearing material from Karibib stockpiles.Desert Lion completed its first shipment in April 2018, after which the remaining prepayment was supposed to be amortised against future shipments.The arrangement eventually became a legal complication that survived the company itself.Jinhui filed a notice of arbitration at the Singapore International Arbitration Centre in May 2023 over the November 2017 offtake agreement, with the dispute centred on the sale of stockpiled material at Karibib.Lepidico acquired Desert Lion in 2019 in a transaction valued at about C$20.7 million and subsequently invested another C$10.9 million in Karibib through drilling, environmental work, a definitive feasibility study and resource estimation.The expenditure, however, did not result in construction of the mine.The project contains the Rubicon and Helikon deposits, which Otwathika’s objection puts at approximately 11.87 million tonnes grading 0.45% lithium oxide and containing about 53 000 tonnes of lithium oxide.A 2020 definitive feasibility study envisaged a mine life of about 14 years and annual lithium hydroxide production of approximately 5 600 tonnes.Despite reaching an advanced technical stage, financing remained a major obstacle. The project was eventually placed on care and maintenance in 2024 before Lepidico’s parent company entered liquidation in 2025.Chinese dispute derails takeoverInternational Lithium Corporation, later renamed ILC Critical Minerals, moved in during 2025 with an option to acquire the Karibib interests while awaiting the outcome of the Jinhui arbitration.Lepidico received an adverse arbitration determination on 24 December 2025, forcing ILC to reconsider its position.Although ILC extended its option until 27 February 2026 to give the parties time to deal with the arbitration and regulatory issues, the acquisition ultimately did not proceed.Another prospective buyer emerged almost immediately.ACE was incorporated in England and Wales on 26 February 2026 before submitting its Namibian merger application by 14 April.Otwathika argues that the latest transaction is closely connected to the failed ILC attempt because some of the people behind ACE are also linked to ILC Critical Minerals.Its objection says ACE director and shareholder John Wisbey is chairman and chief executive of ILC Critical Minerals and holds 24.3% of that company, while ACE shareholder Ross Thompson holds another 3.5% in ILC.Otwathika alleges that the ACE proposal effectively revives the earlier transaction through a different corporate vehicle.Funding questioned againOtwathika has also questioned whether ACE has the financial capacity to break Karibib’s long-running funding deadlock.The company claims ACE had £372 800 in funding, approximately N$8.2 million, and fewer than 10 employees.Otwathika argues that transferring Karibib to an entity that would still need to raise substantial development capital could further delay a project that has already spent years trying to reach production.The company says it is in advanced discussions with strategic partners to enter the mining industry.Otwathika has also challenged information in the merger documents concerning EPL 5439, alleging that ACE stated the licence remained valid until October 2026 when it had expired on 9 June 2026.It has asked the Commission to conduct an in loco inspection to assess the project’s condition and the circumstances facing its Namibian employees.‘Foreigners trading our assets’Speaking to Namibian Sun yesterday, Otwathika Investment Holdings director David Namalenga said the company is fully Namibian-owned and believes it has the technical and financial capacity to develop Karibib.“We object to the trading of Namibian assets by foreigners – essentially, foreigners trading our country’s assets among themselves.“One foreigner is buying from another foreigner, and they are taking the rights they acquired in Namibia and putting them on the stock exchange to trade on international markets. They are raising money through the stock market to come and take our resources. An unemployment rate of this size, and the notion that we should simply believe foreigners can deliver us from this situation, is unacceptable.“So, you asked whether we have both the technical and financial capacity. Yes, we do. If we are given the opportunity, we can take a month or two to mobilise. And then you will see what we are capable of,” Namalenga said.He said Otwathika believes it can generate and raise sufficient revenue to run its own operations.“So, it is not a question of whether we have the capacity. We have the capacity. The concern is essentially about foreigners taking control of our minerals. The point is simple: as a citizen, as a Namibian yourself, you should ask whether Namibian resources should continue to be traded among foreigners,” he said.When reached for comment, ACE executive chairman John Wisbey did not immediately respond to questions sent by Namibian Sun.The NaCC board is expected to consider the merger in October or November.

Namibian entity opposes lithium project sale to Britons

Comments

Namibian Sun 2026-09-17

Please login to leave a comment

Namibian entity opposes lithium project sale to Britons

Comments

Namibian Sun 2026-09-17

Please login to leave a comment

Subscription Required to Access Content ×

Login

Subscription Required to Access Content