DEFM14A: Hennessy Capital Investment Corp. VI Eyes Gold with Namib Minerals Merger

Hennessy Capital Investment Corp. VI proposes a business combination with Namib Minerals, a gold producer focused in Zimbabwe, to create a publicly traded company.

Summary

• Hennessy Capital Investment Corp. VI (HCVI) is proposing a business combination with Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (PubCo), to acquire Greenstone Corporation, an established gold producer with operations in Zimbabwe.
• The transaction involves HCVI and Greenstone becoming wholly-owned subsidiaries of PubCo, which will then operate under the name Namib Minerals and list on the Nasdaq Global Market under the ticker symbol NAMM.
• The aggregate consideration to be paid to existing Company shareholders (Company Shareholders) at the Closing is (a) $500.0 million, minus (b) the estimated indebtedness as of the Company as of the date of the Closing, plus (c) the estimated cash as of the Company as of the date of the Closing, plus (d) the amount of any filing fees paid by the Company in connection with this proxy statement/prospectus (such calculated amount being equal to the Equity Value).
• The consideration will be paid entirely in stock, comprised of PubCo Ordinary Shares, at a price of $10.00 per ordinary share.
• Company Shareholders may also receive up to 30.0 million additional PubCo Ordinary Shares in contingent consideration based on achieving certain operational milestones over an eight-year period.
• HCVI stockholders will vote on the Business Combination Agreement and related transactions at a special meeting on May 5, 2025.
• Stockholders of SPAC Class A Common Stock have the opportunity to redeem their shares for cash equal to their pro rata share of the Trust Account, estimated to be approximately $10.91 per share as of March 31, 2025.
• The HCVI Board has unanimously approved the Business Combination Agreement, taking into account a fairness opinion from EntrepreneurShares LLC.
• The Southern SelliBen Trust is expected to control approximately 60.3% of PubCo Ordinary Shares after the Business Combination, assuming no shares of SPAC Class A Common Stock are redeemed.

Sentiment

Score: 6

Explanation: The document is largely factual, but the presence of risks and potential conflicts of interest tempers the overall sentiment.

Positives

• The HCVI Board has unanimously approved the Business Combination Agreement.
• EntrepreneurShares LLC delivered a fairness opinion to the HCVI Board.
• Greenstone is an established gold producer with an attractive portfolio of three high-grade, low-cost gold mines in Zimbabwe, Africa.

Negatives

• Public Stockholders of HCVI will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination and due to future issuances pursuant to the Equity Incentive Plan and the PubCo Warrants.
• There may be actual or potential material conflicts of interest between or among (i) the Sponsor, its affiliates, certain HCVI directors and officers, or promoters and (ii) unaffiliated security holders of HCVI.
• The transactions resulting in Greenstones acquisition of the shares of BMC, which owns the Mazowe Mine, the Redwing Mine, and the How Mine, may be subject to potential financial or equitable claims.

Risks

• Public Stockholders of HCVI will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination and due to future issuances pursuant to the Equity Incentive Plan and the PubCo Warrants.
• HCVI may not be able to consummate an initial business combination by the Business Combination Deadline, in which case it would cease all operations except for the purpose of winding up and it would redeem the SPAC Class A Common Stock and liquidate.
• Greenstones purchase of the Mazowe Mine, the Redwing Mine, and the How Mine from Metallon may be subject to potential claims that may have a material adverse effect on the Companys assets and operations.
• As of April 4, 2025, SPAC Units, SPAC Class A Common Stock and SPAC Warrants have been suspended from trading on Nasdaq because HCVI failed to consummate a business combination within 36 months of its initial public offering, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.

Future Outlook

PubCo has applied for listing of its PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Global Market under the ticker symbols NAMM and NAMMW, respectively, effective upon the Closing.

Management Comments

• The HCVI Board has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and the HCVI Board has determined that it is advisable to consummate the Business Combination.

Industry Context

The announcement reflects a trend of SPACs seeking merger targets in the mining and resources sector, particularly those with operations in emerging markets.

Comparison to Industry Standards

• The fairness opinion from EntrepreneurShares LLC considered comparable companies and transactions within the gold mining sector.
• Greenstone was compared to other African gold companies at a similar stage of development on an Enterprise Value (EV)/measured, indicated and inferred Resource basis.
• The comparable companies included Endeavor Mining Plc, Perseus Mining Limited, and Centamin Resources.

Legal Proceedings

• The transactions resulting in Greenstones acquisition of the shares of BMC, which owns the Mazowe Mine, the Redwing Mine, and the How Mine, may be subject to potential financial or equitable claims.
• Since operations at our Mazowe Mine and Redwing Mine were halted in 2018 and 2019, respectively, we have been subject to litigation regarding disputed debts and corporate rescue proceedings pursuant to Zimbabwean insolvency laws.

Related Party Transactions

• Hennessy Capital Partners VI LLC, a Delaware limited liability company and the existing sponsor of HCVI (the Sponsor), the Company, HCVI and certain stockholders of HCVI named therein, have executed a Sponsor Support Agreement.
• HCVI pays $15,000 per month for office space, utilities and secretarial and administrative support to HCG.
• Pursuant to the Sponsor Letter Agreement, the Sponsor agreed to not accept the issuance of any SPAC Common Stock, SPAC Warrants, or PubCo securities in repayment of any working capital loans payable to the Sponsor.

Stakeholder Impact

• Public Stockholders of HCVI will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination and due to future issuances pursuant to the Equity Incentive Plan and the PubCo Warrants.
• The compensation received or to be received by the Sponsor and the securities to be issued to the Sponsor in connection with the closing of the Business Combination, including upon the potential satisfaction of applicable vesting conditions, may result in a material dilution of the equity interest of non-redeeming Public Stockholders of HCVI.

Next Steps

• HCVI stockholders will vote on the Business Combination Agreement and related transactions at a special meeting on May 5, 2025.
• If approved, the Business Combination will proceed, and PubCo will become a publicly traded company.

Key Dates

Keywords

Business Combination, Namib Minerals, Greenstone Corporation, Merger, Gold Production, Zimbabwe, SPAC, HCVI, Equity