SCHEDULE 13D: Major Shareholder Discloses Controlling Stake in Namib Minerals Following Business Combination

The Southern SelliBen Trust and Three Rivers PTC Limited have disclosed a 63.7% beneficial ownership stake in Namib Minerals following a recent business combination, including potential future contingent share consideration.

Summary

• The Southern SelliBen Trust and Three Rivers PTC Limited (the "Reporting Persons") have jointly filed a Schedule 13D, disclosing beneficial ownership of 34,208,973 Ordinary Shares of Namib Minerals.
• This ownership represents 63.7% of the Issuer's Ordinary Shares.
• The shares were acquired on June 5, 2025, as consideration in connection with a Business Combination involving Namib Minerals, Red Rock Acquisition Corporation, and Greenstone Corporation.
• As a result of the Business Combination, Greenstone Corporation became a wholly-owned subsidiary of Namib Minerals.
• The SelliBen Trust also has the right to receive an additional 21.0 million Ordinary Shares in contingent consideration, subject to the achievement of certain operational milestones over an eight-year period after the Closing Date.
• In connection with the Closing, the SelliBen Trust entered into a Registration Rights and Lock-up Agreement, imposing a 12-month lock-up period on the acquired shares.
• The lock-up shares have release conditions: 50% released if the share price reaches $12.50, and the other 50% if it reaches $15.00, each for 20 trading days within a 30-trading day period commencing at least 150 days after the Closing Date.
• The board of directors and management of Namib Minerals were reconstituted post-Business Combination, including Tulani Sikwila (CFO and Director), Ibrahima Tall (CEO and Director), Siphesihle Mchunu (General Counsel and Director), Molly P. Zhang, Dennis A. Johnson, and Tito Botelho Martins Junior (Directors).

Sentiment

Score: 7

Explanation: The sentiment is positive due to the successful completion of a significant business combination and the potential for future contingent share consideration, indicating growth and strategic alignment. The lock-up period and contingent nature of some shares introduce minor elements of uncertainty but do not detract significantly from the overall positive outcome of the transaction.

Positives

• Completion of a significant Business Combination, integrating Greenstone Corporation as a wholly-owned subsidiary of Namib Minerals.
• Potential for substantial additional share consideration (21.0 million Ordinary Shares) for the SelliBen Trust, contingent on future operational milestones, indicating growth potential.
• The Reporting Persons now hold a controlling stake (63.7%) in Namib Minerals, providing strong influence over the company's direction.

Negatives

• The 12-month lock-up period restricts the immediate liquidity of the 34,208,973 Ordinary Shares held by the SelliBen Trust.
• The release of contingent shares and lock-up shares is subject to specific operational and share price milestones, introducing uncertainty regarding their realization.

Risks

• Achievement of the 21.0 million contingent Ordinary Shares is dependent on the Issuer meeting specific operational milestones over an eight-year period, which may not be realized.
• The release of locked-up shares is contingent on the Ordinary Share price reaching $12.50 and $15.00, respectively, which is subject to market performance and company operations.
• The Reporting Persons may, in the future, seek to influence extraordinary corporate transactions, such as mergers, asset sales, or changes to capitalization or management, which could impact other shareholders.

Future Outlook

The Reporting Persons intend to continuously review their investment in Namib Minerals, with potential future actions including acquiring or disposing of additional securities, or engaging in discussions with management and the board regarding extraordinary corporate transactions such as mergers, asset sales, or changes to capitalization or management. However, they currently have no specific plans or proposals for such actions. The Issuer's future performance will also determine the realization of 21.0 million contingent Ordinary Shares for the SelliBen Trust, based on operational milestones over the next eight years.

Management Comments

• The Reporting Persons acquired the securities in connection with the Closing of the Business Combination and intend to review their investments in the Issuer on a continuing basis.
• Any future actions undertaken by the Reporting Persons will be dependent upon their ongoing evaluation of the Issuer's business, financial condition, operations, prospects, and market conditions.
• The Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer regarding potential extraordinary corporate transactions, including mergers, asset sales, changes to capitalization or dividend policy, or changes in management or board composition.
• The Reporting Persons currently have no intent to propose any such transaction or other action, and there can be no assurance that any such transaction or action, if proposed, would be successfully implemented.

Industry Context

This filing represents a standard disclosure of a significant beneficial ownership stake following a corporate merger or acquisition, a common occurrence in the financial industry as companies consolidate or restructure. The details of the business combination and the subsequent ownership structure are specific to the involved entities, Namib Minerals and Greenstone Corporation, and reflect a strategic move to integrate operations and assets.

Comparison to Industry Standards

• The acquisition of a controlling stake (63.7%) by a single entity or group post-merger is a common outcome in business combinations, particularly when one entity is effectively acquiring another.
• The inclusion of contingent consideration tied to operational milestones is a prevalent mechanism in M&A deals, aligning the interests of the seller (Greenstone's former equity holders via SelliBen Trust) with the future performance of the combined entity.
• Lock-up agreements for significant shareholders post-merger are standard practice to ensure stability in the share price and demonstrate commitment from key stakeholders, with tiered release conditions based on share price performance also being a common feature to incentivize value creation.

Management Changes

Corporate Governance

Related Party Transactions

• The Business Combination itself involved the SelliBen Trust receiving shares in exchange for its equity interests in Greenstone. Tulani Sikwila, a Director and Chief Financial Officer of Namib Minerals, is also a Director of Three Rivers PTC Limited, which is the trustee of the SelliBen Trust. The SelliBen Trust was established for the benefit of the family of Mzilikazi Godfrey Khumalo, implying a relationship between a key executive/director and the beneficial owner of the controlling stake.

Stakeholder Impact

• Shareholders: Significant change in ownership structure with the SelliBen Trust holding a controlling 63.7% stake. Existing shareholders will experience a shift in control and potential future dilution from contingent shares. The lock-up agreement provides some stability but also limits immediate liquidity for the Reporting Persons.
• Management and Board: A new board of directors and management team has been appointed, indicating a strategic realignment and new leadership for the combined entity.
• Employees: While not explicitly detailed, the Business Combination implies integration of Greenstone Corporation into Namib Minerals, which could lead to organizational changes affecting employees.
• Creditors: The Business Combination and new ownership structure may impact the company's financial profile and creditworthiness, though no specific details are provided.

Next Steps

• The Reporting Persons will continue to review their investment in Namib Minerals on an ongoing basis.
• The Issuer will need to achieve specific operational milestones over the next eight years for the SelliBen Trust to receive the 21.0 million contingent Ordinary Shares.
• The Ordinary Shares will need to reach price thresholds of $12.50 and $15.00 for the locked-up shares to be released, commencing at least 150 days after the Closing Date.

Key Dates

Keywords

Namib Minerals, Schedule 13D, Beneficial Ownership, Business Combination, Greenstone Corporation, Red Rock Acquisition Corporation, The Southern SelliBen Trust, Three Rivers PTC Limited, Lock-up Agreement, Contingent Consideration, Corporate Governance, SEC Filing