Namib Minerals set for Nasdaq debut following $500m SPAC deal

Namib Minerals is set to become the next Nasdaq-listed gold miner following the filing of its registration statement with the Securities and Exchange Commission for its proposed merger with special purpose acquisition company Hennessy Capital Investment Corp. VI (Nasdaq: HCVI).

In June 2024, it was announced that HCVI would acquire Namib Minerals and create an established gold producer based in Zimbabwe. The consideration comprises 50 million Namib ordinary shares, with a pre-money enterprise value of $500 million. An additional 30 million shares ($300 million) are issuable tied to operational milestones.

The proposed business combination, which implies a pro forma combined enterprise value of $609 million, represents the largest African de-SPAC deal to date, said Namib Minerals, whose management team will continue to lead the business after the closing.

“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,” Namib CEO Ibrahima Tall said in a news release.

The deal is expected to be completed in the first quarter of 2025, subject to approvals by shareholders of HCVI and Greenstone Corp., an affiliate of Namib Minerals and its co-registrant with the SEC. At closing, Greenstone’s existing shareholders will own approximately 74% of the equity of Namib Minerals.

Established African producer

Upon completion, the combined company will continue to operate under the name Namib Minerals (ticker symbol NAMM) and own all the mining and exploration assets of Greenstone. These include the How mine, which is already in operations, producing 1.8 million oz. of gold between 1941 and 2023.

According to Namib Minerals, the How mine represents a high-grade, cash-generating gold asset, recording $65 million in revenues last year and $42 million in the first half of 2024.

Greenstone also owns the past-producing Mazowe and Redwing mines, which have measured and indicated resource estimates of 291,000 oz. gold and 1.19 million oz. gold respectively, plus inferred resource estimates of 915,000 oz. and 1.33 million oz. respectively.

The three assets are all located in the Bulawayo greenstone belt of southern Zimbabwe. Proceeds of the transaction are expected to be used to enhance the How mine, as well as fund the restart of the Mazowe and Redwing mines.

In addition, Greenstone also holds interests in 13 battery metals exploration permits in the Democratic Republic of the Congo, including six initial diamond drilling holes that show potential for copper and cobalt. These assets are located in the resource-rich Haut Katanga and Lualaba provinces.