Namib Minerals’ to debut on Nasdaq after US$500M deal for Zim gold mines

Namib Minerals is to become the next Nasdaq-listed gold miner after Africa’s largest-ever shell company acquisition, which concerns a mine and three past-producing projects in Zimbabwe.

The proposed US$500-million merger with special purpose acquisition company (SPAC) Hennessy Capital Investment Corp. VI (Nasdaq: HCVI) is to be completed in next year’s first quarter. The deal implies a pro forma combined enterprise value of US$609 million. Namib Minerals management team is to 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 stated in a news release.

The three assets – the producing How mine and the former Mazowe and Redwing mines – are 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 Mazowe and Redwing.

SEC documents

In June, HCVI said it would acquire Namib Minerals. On Monday, Namib filed registration documents with the U.S. the Securities and Exchange Commission. The deal comprises 50 million Namib ordinary shares. An additional 30 million shares (US$300 million) are issuable tied to operational milestones, the company said.

The deal is subject to shareholder approvals 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 nearly three quarters of Namib Minerals.

The combined company is to operate under the name Namib Minerals (ticker NAMM), and will own all of Greenstone’s mining and exploration assets. The How mine produced 1.8 million oz. of gold between 1941 and 2023. It’s a high-grade, cash-generating gold asset, which had US$65 million in revenues last year and US$42 million in the first half of 2024, the company said.

The past-producing Mazowe and Redwing mines 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.

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 Haut Katanga and Lualaba provinces.