Namib Minerals Prepares for Nasdaq Debut as $500M SPAC Deal Signals Major African Resource Play
Namib Minerals, which would become a public company upon consummation of the proposed business combination, Greenstone, an affiliate of Namib Minerals and an established African gold producer with an attractive portfolio of mining assets in Zimbabwe, and HCVI, a Nasdaq-listed special purpose acquisition company, today announced the filing of the Registration Statement with the SEC on Friday, December 6, 2024.
This filing represents a key milestone in connection with their previously announced proposed business combination, which is expected to result in Namib Minerals listing its ordinary shares and warrants on Nasdaq under the ticker symbols “NAMM” and “NAMMW,” respectively, subject to approval of its listing application. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about Namib Minerals, Greenstone, HCVI, and the proposed business combination.
Upon completion of the transaction, Namib Minerals will own Greenstone’s mining and exploration assets and plans to accelerate its growth strategy and build out its portfolio of mining assets. Located strategically in the Bulawayo Greenstone Belt of Southern Zimbabwe, Greenstone’s cash flow generating How mine has produced over 1.8Moz of gold between 1941 and 2023. Restart efforts at the Mazowe and Redwing mines, historically producing gold mines currently on care and maintenance, aim to diversify Namib Minerals’ production scale upon the mines’ recommencement.
The Mazowe and Redwing mines have total measured and indicated resource estimates of 291koz at 7.77 g/t Au and 1,188koz at 3.83 g/t Au, respectively, and inferred resource estimates of 915koz at 8.65 g/t Au and 1,328koz at 2.61 g/t Au, respectively, based on technical report summaries for each mine prepared in compliance with Subpart 1300 of Regulation S-K promulgated by the SEC.
Greenstone also currently holds interests in 13 battery metals exploration permits in the DRC, including six initial diamond drilling holes that show potential for copper and cobalt. Located in the resource-rich Haut Katanga and Lualaba Provinces, these assets position Namib Minerals to capitalize on the rising global demand for battery metals.
Greenstone Snapshot:
- Established, well-known African gold producer – Produced ~589koz from 2012 to 2023(2)
- Operating in Zimbabwe since 2002 – Greenstone brings a proven management team with operational and developmental success
- Producing positive cash flow – 1H 2024 Revenue: $42M(3) / 2023 Revenue: $65M(4); 1H 2024 Profit: $9.2M(3) / 2023 Profit: $3.6M(4); 1H 2024 Adj. EBITDA: $17M(5) / 2023 Adj. EBITDA: $20M(5)
- One production stage asset, two exploration stage assets – As of December 31, 2023, total measured and indicated mineral resources: 1.6Moz at 3.92 g/t Au(6); total inferred mineral resources: 2.4Moz(6)
- Well-positioned to unlock shareholder value as a multi-asset producer in Africa – Preparation works and feasibility studies underway at the Mazowe and Redwing mines
- Certified to ISO Standards(7) – 0.86 lost time injury frequency rate in 2023(8)
“As Namib Minerals takes this significant step toward becoming a publicly traded company, we remain dedicated to our mission of creating safe, sustainable, and profitable mining operations,” said Ibrahima Tall, Chief Executive Officer and Director of Namib Minerals. “This transaction positions us to advance our strategy, from restarting the Mazowe and Redwing gold mines to expanding our focus on copper and cobalt potential in the DRC. We are excited about the opportunities this partnership creates to deliver long-term value to our stakeholders while contributing responsibly to the communities where we operate.”
“Filing the Registration Statement marks an important milestone in the proposed Namib-Hennessy Capital business combination,” said Daniel Hennessy, Chief Executive Officer and Chairman of Hennessy Capital. “We are proud to support Namib Minerals as it continues to build a leading Pan-African platform for precious and critical metals production.
Namib Minerals stood out as a compelling partner due to its history of mining in precious metals, opportunities for future expansion and its mission to create safe, sustainable and profitable operations in the communities it serves. With its strong portfolio of assets and clear growth strategy, Namib Minerals is well-positioned to capitalize on increasing global demand for these essential resources.”
Proposed Transaction Highlights
The proposed business combination implies a pro forma combined enterprise value of Namib Minerals at approximately $602 million, excluding additional earnout consideration, assuming no further redemptions of HCVI’s public shares and $60 million in targeted PIPE funding to be obtained prior to the closing of the transaction.
The boards of directors of HCVI, Greenstone, and Namib Minerals have approved the proposed transaction, which is expected to be completed in the first quarter of 2025, subject to, among other things, the approvals by stockholders of HCVI and Greenstone and satisfaction or waiver of the other conditions set forth in the business combination agreement, dated June 17, 2024 (as amended on December 6, 2024, the “Business Combination Agreement”. At closing of the proposed business combination, Greenstone’s existing shareholders will exchange their equity in Greenstone for approximately 74% of the equity of Namib Minerals.
Net proceeds from the transaction are expected to enable Namib Minerals to invest further into the How mine, while also contributing to the restart of production at the Mazowe and Redwing mines, each in Zimbabwe, and to help fund the expansion of operations into the DRC.
