Namib Minerals, a rapidly growing gold mining company based in Zimbabwe, is poised to make its debut on Nasdaq following the filing of its registration statement with the U.S. Securities and Exchange Commission (SEC). This follows the announcement of a significant merger deal with Hennessy Capital Investment Corp. VI (HCVI), a special purpose acquisition company (SPAC), valued at $500 million.
The merger, first revealed in June 2024, will result in HCVI acquiring Namib Minerals and transforming it into a fully established gold producer operating out of Zimbabwe. As part of the agreement, Namib Minerals will issue 50 million ordinary shares, which gives the company a pre-money enterprise value of $500 million. Additionally, up to 30 million shares, valued at $300 million, will be issued based on operational milestones being met, potentially increasing the total value of the deal to $800 million.
This proposed business combination, which implies a pro forma combined enterprise value of $609 million, represents the largest de-SPAC transaction involving an African company to date, according to Namib Minerals. The merger will allow the company to significantly expand its operations, providing it with the capital and resources needed to scale its mining activities. Namib’s management team, led by CEO Ibrahima Tall, will continue to oversee the business after the merger is completed.
“This is an exciting moment for Namib Minerals as we take a major step toward becoming a publicly traded company,” said CEO Ibrahima Tall. “We remain fully committed to our mission of building a safe, sustainable, and profitable mining operation while continuing to meet the needs of our stakeholders and communities.”
The transaction is expected to close by the first quarter of 2025, contingent upon receiving approval from the shareholders of both HCVI and Greenstone Corp., an affiliate of Namib Minerals. Following the closing of the deal, shareholders of Greenstone are set to own approximately 74% of the equity in the merged company.
Upon completion, the combined entity will operate under the name Namib Minerals and will be listed on Nasdaq under the ticker symbol NAMM. This marks a new chapter for the company, which will now hold control over a portfolio of valuable mining assets. These include the How mine, a high-grade gold operation in the Bulawayo greenstone belt of Zimbabwe. The How mine, which has been in operation for decades, has produced 1.8 million ounces of gold since 1941 and generated $65 million in revenue last year alone. The mine’s strong cash-generating capabilities are expected to continue, with $42 million in revenue reported for the first half of 2024.
In addition to the How mine, the company will also control the Mazowe and Redwing mines, which have significant gold resources. These past-producing mines are located in the same greenstone belt, and the merger will help fund their revitalization, allowing Namib Minerals to expand its production and contribute further to Zimbabwe’s mining industry.
Greenstone also holds exploration rights to 13 battery metals permits in the Democratic Republic of the Congo, an emerging region for mineral exploration. These permits are in areas known for their copper and cobalt deposits, providing Namib with additional opportunities to diversify its portfolio and tap into the growing demand for these critical metals.
The proceeds from the merger will be primarily directed toward enhancing operations at the How mine, as well as funding the restart of the Mazowe and Redwing mines. The deal is expected to further strengthen Namib Minerals’ position as a leading gold producer in Southern Africa and allow the company to leverage its assets across multiple regions.
With this merger, Namib Minerals is set to join the ranks of global mining companies listed on Nasdaq, bringing greater visibility to its operations and increasing access to international capital markets.