F-1/A: Namib Minerals Files F-1/A for Share Resale and Warrant Issuance Post-Business Combination, Highlighting Significant Capital Needs Amidst Operational Restarts

Namib Minerals, a newly public gold producer, has filed an F-1/A registration statement to facilitate the resale of up to 87.5 million ordinary shares and 7.2 million warrants by existing securityholders, while signaling substantial capital requirements for its ambitious mine restart and exploration projects in Africa.

Summary

• Namib Minerals, formed through a business combination with Red Rock Acquisition Corporation on June 5, 2025, is an established gold producer with three mines in Zimbabwe (How Mine, Mazowe Mine, Redwing Mine) and exploration permits in the Democratic Republic of Congo (DRC).
• The company is registering up to 87,548,686 ordinary shares and 7,212,394 warrants for resale by selling securityholders, representing approximately 84.7% of outstanding ordinary shares.
• Namib Minerals will not receive any proceeds from the resale of shares or warrants by selling securityholders.
• The company could receive up to approximately $213.6 million if all 18,576,712 outstanding warrants are exercised for cash at $11.50 per share, but this is highly dependent on the ordinary share price exceeding the exercise price (current price as of July 10, 2025, was $7.08).
• In 2024, the company (Greenstone, its predecessor) produced 36.7 thousand ounces of gold and generated $85.9 million in revenue, representing 8% and 32% growth over the prior year, respectively.
• Operating profit decreased by 16% to $14.7 million in 2024 from $17.6 million in 2023, and profit for the year decreased by 1% to $3.588 million from $3.627 million.
• Cash flow generated from operating activities increased by 28% to $19.1 million in 2024 from $14.9 million in 2023.
• C1 cost per ounce improved to $1,150 in 2024 from $1,174 in 2023, and All-in Sustaining Costs (AISC) per ounce improved to $1,535 in 2024 from $1,628 in 2023.
• As of December 31, 2024, Greenstone had cash and cash equivalents of $0.7 million and negative working capital of $(37.0) million; on a pro forma basis for the Business Combination, the company had consolidated cash and cash equivalents of $1.3 million and negative working capital of $(156.0) million.
• The How Mine is currently in commercial operation, having produced approximately 1.82 million ounces of gold through December 31, 2024, and is undergoing shaft sinking and milling plant expansion projects.
• The Mazowe Mine and Redwing Mine are historically producing gold mines currently under care and maintenance since August 2018 and April 2019, respectively, with preparatory dewatering work expected to be completed by early 2026.
• The company is targeting a first gold pour from Mazowe and Redwing Mines in the first quarter of 2026, assuming successful dewatering and additional financing.
• Significant additional capital of up to approximately $300 million over a three-year period is estimated for the restart of the Mazowe and Redwing Mines.
• The company has an interest in 13 exploration permits in the DRC for copper and cobalt, with exploration activities expected to commence in Q3 2025.
• As of December 31, 2023, consolidated measured and indicated gold resources totaled 1.6 million ounces at a grade of 3.92 g/t Au, and inferred gold resources totaled 2.43 million ounces.
• The SelliBen Trust owns approximately 63.7% of the issued and outstanding Ordinary Shares, making Namib Minerals a controlled company under Nasdaq rules, though it currently does not intend to rely on related exemptions.
• The company has identified material weaknesses in its internal control over financial reporting, including a lack of formal processes and IFRS technical expertise for complex accounting matters, and a lack of formal financial close procedures.

Sentiment

Score: 4

Explanation: The sentiment is cautiously negative. While the company shows operational growth in gold production and revenue from its active mine, and improved cost metrics, its overall financial position is precarious with significant negative working capital on a pro forma basis. The substantial capital required for restarting two major mines and developing new projects, coupled with the low likelihood of warrant exercises generating cash, presents considerable financial risk. Ongoing legal proceedings and geopolitical uncertainties in operating regions further contribute to a challenging outlook, despite the long-term potential of its assets and strategic plans.

Positives

• Revenue increased by 32% to $85.9 million in 2024, driven by an 8% increase in gold production and a 23% increase in average net realized gold prices.
• C1 cost per ounce decreased to $1,150 in 2024 from $1,174 in 2023, indicating improved operational efficiency.
• All-in Sustaining Costs (AISC) per ounce decreased to $1,535 in 2024 from $1,628 in 2023, further demonstrating cost control.
• Adjusted EBITDA grew by 21% to $24.5 million in 2024, reflecting stronger underlying operational performance.
• Net cash provided by operating activities increased by 28% to $19.1 million in 2024, indicating healthy cash generation from current operations.
• The How Mine is an established, high-grade, low-cost gold mine with a strong track record of operations and consistent production, supporting current cash flow generation.
• The company possesses significant measured, indicated, and inferred gold resources (1.6 Moz M&I, 2.43 Moz Inferred as of Dec 31, 2023) providing a substantial resource base for future production.
• The Mazowe Mine boasts high ore grades (7.77g/t Au for M&I resources, 8.65g/t Au for inferred resources), indicating strong potential upon restart.
• Strategic development potential in the DRC for critical battery metals (copper and cobalt) with 13 exploration permits and initial drilling showing potential.
• The legislative environment in Zimbabwe is described as supportive of mining, with the removal of the indigenization rule and the potential for Special Mining Leases (SMLs) to reduce local currency risk.
• Strong commitment to ESG criteria, including ISO certifications for the How Mine (14001, 9001, 45001) and community development initiatives.
• Experienced management team with over two decades of operational experience in African mining.

Negatives

• Operating profit decreased by 16% to $14.7 million in 2024, despite revenue growth, indicating rising costs or other operational inefficiencies.
• Profit for the year slightly decreased by 1% to $3.588 million in 2024.
• Administrative expenses increased significantly by 124% to $20.1 million in 2024, largely due to transaction-related costs.
• The company reported a negative cash and cash equivalents balance of $(315) thousand for Greenstone and a pro forma consolidated negative working capital of $(156.0) million as of December 31, 2024, indicating a precarious liquidity position.
• The Mazowe Mine and Redwing Mine have been under care and maintenance since 2018 and 2019, respectively, requiring significant capital and time to restart operations.
• The estimated $300 million capital expenditure for restarting Mazowe and Redwing Mines is substantial, and there is no assurance that such capital will be available on acceptable terms or at all.
• The current share price of $7.08 (July 10, 2025) is significantly below the warrant exercise price of $11.50, making it unlikely that warrant exercises will generate cash proceeds for the company.
• The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect financial reporting reliability and investor confidence.
• The company is highly dependent on a single customer, Fidelity Gold Refinery, which is controlled by Zimbabwean authorities, concentrating credit risk.
• The company is exposed to significant political, economic, and other uncertainties in Zimbabwe and the DRC, including risks of expropriation, currency controls, and arbitrary changes to laws.
• The company faces ongoing litigation regarding disputed debts and corporate rescue proceedings for the Mazowe Mine and Redwing Mine, which could delay restart plans.

Risks

• Significant additional capital is required to fund the business, including restarting Mazowe and Redwing Mines (estimated up to $300 million over three years) and developing DRC exploration permits, with no assurance of availability on acceptable terms.
• Mineral Resource and Mineral Reserve estimates are inherently uncertain and may be materially different from actual recovered quantities, potentially impacting life-of-mine estimates and economic viability.
• Mining operations are inherently hazardous, with risks of accidents, equipment breakdowns, social disputes, security incidents (including illegal mining), and natural phenomena (e.g., flooding), which can disrupt production and impact profitability.
• Assets and operations are subject to political, economic, and other uncertainties in Zimbabwe and the DRC, including war, civil unrest, expropriation, nationalization, and sudden changes to laws and regulations.
• Fluctuating foreign currency and exchange rates, particularly the volatility of the Zimbabwean local currency (ZiG/RTG) against the U.S. dollar, may negatively impact business results and financial position.
• The price of gold is subject to significant volatility due to various factors beyond the company's control, which can materially affect future activities and profitability.
• Operations are vulnerable to infrastructure constraints, including power and water supply shortages, which could increase costs or lead to curtailment/suspension of operations.
• Reliance on a single customer (Fidelity Gold Refinery, controlled by Zimbabwean authorities) for all gold revenues concentrates credit risk.
• Risk of losing mining rights in Zimbabwe if lease terms are not complied with, taxes/royalties are not paid, or if operations are deemed inappropriately stopped.
• Ongoing litigation regarding disputed debts and corporate rescue proceedings for Mazowe Mine and Redwing Mine could materially adversely affect restart plans and asset interests.
• Potential claims related to Greenstone's purchase of BMC from Metallon, including an unpaid purchase price and challenges to the Metallon Transfer, could have a material adverse effect on assets and operations.
• Cybersecurity breaches and other disruptions to information technology systems could compromise information, damage reputation, and expose the company to liability.
• Failure to obtain or maintain necessary government approvals, permits, and licenses, or non-compliance with legal regulations, could result in enforcement actions, fines, or operational suspensions.
• Failure to comply with the U.S. Foreign Corrupt Practices Act (FCPA) and similar anti-corruption laws in Zimbabwe and elsewhere could lead to severe penalties.
• The company may be subject to Zimbabwean capital gains tax on direct and indirect transfers of mining title, potentially impacting the Business Combination and Greenstone's acquisition of BMC.
• Future sales of a substantial number of Ordinary Shares by Selling Securityholders (approximately 84.7% of outstanding shares registered for resale) could reduce the market price and increase volatility.
• Increased costs and management time will be incurred as a public company, and management has limited experience operating a Nasdaq-listed public company.
• The SelliBen Trust's majority ownership (63.7%) allows it to substantially influence corporate matters, potentially conflicting with other shareholders' interests.
• The company does not intend to pay cash dividends for the foreseeable future, meaning investment return depends on share price appreciation.
• As a holding company, dependence on distributions from subsidiaries (Greenstone) to meet financial obligations and pay dividends.
• Identified material weaknesses in internal control over financial reporting could lead to inaccurate financial reporting or fraud.
• As an emerging growth company and foreign private issuer, the company is exempt from certain U.S. securities laws and disclosure requirements, potentially limiting information available to investors.
• Limited ability for U.S. shareholders to protect rights through U.S. courts due to Cayman Islands incorporation and substantial operations/management outside the U.S.
• Potential for the company to be characterized as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, leading to adverse tax consequences for U.S. shareholders.
• U.S. persons owning at least 10% of the company's stock may be subject to adverse U.S. federal income tax consequences as a Controlled Foreign Corporation (CFC).

Future Outlook

Namib Minerals anticipates improving financial performance significantly during the second half of fiscal year 2025 and for fiscal year 2026, assuming successful completion of development and exploration projects, meeting budgetary and financing goals, restarting Mazowe and Redwing operations, and consistent or increasing gold prices. The company also expects substantial increases in its total resource base over the next 18 to 24 months through conversion, optimization, and targeted exploration. Exploration activities in the DRC are expected to commence in Q3 2025, with a target of developing assets to full-scale operations over the next four to five years, subject to successful valuation, joint venture formation, permit conversion, and project financing.

Management Comments

• Our mission is to become a leading Pan-African multi-asset mining platform for precious and critical metals, particularly gold, and to create safe, sustainable, and profitable mining operations for our employees, our communities, and our shareholders.
• We believe our portfolio of gold mining assets positions us for continued growth as one of Zimbabwe's leading gold producers.
• We believe that our strong free cash flow generation from our current operations at the How Mine will assist in facilitating new project development across all of our mining assets and allow us to pursue additional exploration initiatives.
• We believe the historical track record of production at the Mazowe Mine and the Redwing Mine, combined with our operational experience at these mines and in Zimbabwe, position us to restart production more efficiently.
• We believe that a combination of these factors provides strong tailwinds for the current and future importance of gold mining to the Zimbabwean economy.
• We believe that the legislative environment is very supportive of mining and development.
• As a long-term gold mining operator in Zimbabwe, we are committed to the sustainable development of our projects by deeply embedding environmental, social, and governance (ESG) criteria in our decision-making framework from the earliest stages of project exploration and development.
• We believe that our detailed safety plan has positioned us as an industry leader in terms of safety standards.
• We believe we currently represent a highly attractive opportunity for investors to gain exposure to a primary gold company with attractive gold mining and reserves assets.
• We believe that continuing to focus on our people, communities and the environment will position us to attract the best local talent and ensure that we have efficient, stable, and long-term operations that continually elevate the people around our operations and where they live.
• We believe that our mining expertise and our extensive experience operating in Africa will allow us to efficiently pursue our expansion strategy in the DRC and capitalize on this large and growing market opportunity.
• Management anticipates that the Group will continue to be able to meet its liquidity requirements based on the Group's cash flows projections indicating the same for the next two years.
• Management has conducted sensitivity analyses on potential gold price fluctuations and confirmed that the Group can adjust payments to accommodate any drop in the gold price, while maintaining positive cash flows.

Industry Context

The document highlights a positive industry backdrop for gold, copper, and cobalt. Gold prices have shown a strong upward trend, reaching an all-time high of $3,237.61/oz on April 11, 2025, driven by its safe-haven status, central bank purchases, and increasing demand from technology sectors like AI. Copper and cobalt are also experiencing significant demand growth due to their critical role in the clean energy transition, particularly electric vehicles and renewable energy infrastructure. Zimbabwe is presented as a highly prolific gold producer with a supportive legislative environment, including the removal of the indigenization rule and the potential for Special Mining Leases (SMLs) to reduce foreign exchange risk. The DRC is noted as an established mining jurisdiction for battery metals. However, the industry also faces challenges such as supply chain disruptions, infrastructure constraints, and geopolitical risks, which are acknowledged as potential impacts on operations.

Comparison to Industry Standards

• The How Mine is stated to have 'one of the lowest production cost profiles amongst its publicly reporting peers,' indicating a competitive advantage in operational efficiency.
• The Mazowe Mine is highlighted as boasting 'one of the highest ore grades among our publicly reporting peers at 7.77g/t Au for total measured and indicated gold resources, and 8.65g/t Au for inferred gold resources,' suggesting superior resource quality.
• The company's Safety, Health, Environment, and Quality (SHEQ) Initiative and compliance with ISO standards (14001, 9001, and 45001) at the How Mine position it as an industry leader in safety and sustainability practices.
• The document notes that the mining industry is highly competitive, with other interests often having greater financial resources, more developed infrastructure, and better access to capital and employees, implying Namib Minerals faces strong competition from companies like Caledonia Mining Corporation Plc (Zimbabwe), Ivahoe Mines, and Zijin Mining Group (DRC).

Management Changes

Corporate Governance

Legal Proceedings

• Mazowe Corporate Rescue Proceedings: An application was filed on February 15, 2024, in the High Court of Zimbabwe to place the Mazowe Mining Company under corporate rescue proceedings. The company is challenging this application, viewing it as without merit, and a hearing date set for March 11, 2025, was postponed. If approved, this could materially adversely affect plans to restart the mine.
• Employee Compromise Agreements: Certain employees of the Mazowe Mining Company and Redwing Mining Company claimed approximately $2.7 million in unpaid wages when the mines entered care and maintenance in 2018 and 2019. Mazowe Mining Company is making installment payments, and Redwing Mining Company has entered into compromise agreements with some employees and is in ongoing discussions for others. These claims are not fully resolved.
• Disputed Debts (Mazowe Mine): In November 2018, certain assets of the Mazowe Mine were sold at auction to satisfy a judgment obtained by the Zimbabwe Electricity Transmission and Distribution Company (ZETDC) for alleged owed amounts. The company believes the decision is improper and is appealing, with no assurance of success.
• Redwing Mine Tribute Agreement Claims: During a prior corporate rescue order for the Redwing Mine, a tribute agreement was entered into with Betterbrand (Private) Limited. This agreement was cancelled on March 8, 2024, and Betterbrands was evicted after the corporate rescue application was overturned by the Supreme Court of Zimbabwe in 2022.
• General Litigation: The company may become party to legal claims arising in the ordinary course of business, including from competing mining claims, trespassers, artisanal mining activities, unauthorized open pits, or environmental concerns. The outcome of such proceedings is uncertain and could result in significant costs or losses, diverting management attention.

Related Party Transactions

• The Southern SelliBen Trust, a registered New Zealand foreign trust, owned approximately 63.7% of the issued and outstanding Ordinary Shares as of June 5, 2025, making Namib Minerals a controlled company.
• Tulani Sikwila (CFO and Director) is one of four directors of Three Rivers PTC Limited, the trustee of the SelliBen Trust.
• Ibrahima Tall (CEO and Director), Tulani Sikwila (CFO and Director), and Siphesihle Mchunu (General Counsel and Director) are directors of Standard Telecom Congo, an indirect majority-owned subsidiary of the SelliBen Trust.
• The Business Combination Agreement provides for the issuance of up to 30.0 million Earnout Shares to Former Greenstone Shareholders, including the SelliBen Trust, entities controlled by executive officers, and Mzilakazi Godfrey Khumalo (a >5% shareholder), upon achievement of certain operational milestones.
• A Registration Rights and Lock-up Agreement was entered into on June 5, 2025, granting customary demand and piggyback registration rights to Initial Shareholders and certain Former Greenstone Shareholders (including the SelliBen Trust, Khumalo, and executive officers).
• Certain holders (other than Khumalo) are subject to a 12-month lock-up period on their shares, with 50% released if the Ordinary Shares trade above $12.50 and the other 50% if they trade above $15.00 for 20 trading days within a 30-trading day period commencing at least 150 days after Closing.
• Greenstone acquired 100% of the shares of Bulawayo Mining Company Limited (BMC) from Metallon Corporation Limited (undergoing insolvency proceedings) for approximately $53.2 million, payable by the Guarantors (Khumalo and the SelliBen Trust). The purchase price has not yet been satisfied.
• The Guarantors (Khumalo and the SelliBen Trust) agreed to indemnify Greenstone, Metallon, and its administrators for six years against claims related to the BMC Sale.
• The company and Greenstone are indemnified by the Guarantors for claims relating to the Metallon Transfer (transfer of Metallon shares to current controlling shareholders prior to liquidation of former majority shareholder).
• BMC granted a security interest in shares of Gold Fields of Mazowe (UK) Limited (holding Mazowe Mining Company shares) in September 2023 to guarantee Metallon's debt to Africorp Solutions and Advisory (PTY) Ltd; this guarantee was released in June 2024.
• The How Mining Company's $4 million Facility Agreement with ABC Banc (2024 Facility) is guaranteed by Metallon Corporation Limited.
• Greenstone has related party receivables from Metallon Management Services, Metallon Corporation Limited, and Metallon Corporation Limited (US) (of which Mzi Khumalo is a significant shareholder) for administrative expenses incurred on their behalf.
• Greenstone has related party payables to Metallon Corporation Limited, Metallon Management Services, and Metallon Gold Zimbabwe (an affiliate of Metallon) for expenses paid on Greenstone's behalf.
• The company incurred related party credit losses of $1.4 million in 2024 and $6.8 million in 2023 on receivables from Metallon Corporation Limited and Metallon Management Services due to liquidity concerns.
• A wholly owned subsidiary of Metallon has historically paid certain executives of the company.
• BMC issued short-term notes to various lenders secured by assets pledged by Metallon Gold Zimbabwe.
• Proceeds of $4.8 million in 2023 from the sale of a note receivable (from Motapa divestment) were paid directly to Metallon Corporation Limited to assist with its working capital needs, leading to a recognized credit loss.

Stakeholder Impact

• Shareholders: Potential for significant dilution from the resale of a large number of shares (84.7% of outstanding) by selling securityholders. Share price volatility is a risk. The SelliBen Trust's majority ownership could limit influence of other shareholders. No cash dividends are expected in the foreseeable future. U.S. shareholders face complex tax implications (PFIC, CFC rules).
• Employees: Most employees are union members, posing a risk of work stoppages or industrial action. There are unresolved wage claims from employees of Mazowe and Redwing Mines from when operations halted. The company's commitment to SHEQ initiatives and community development aims to improve working conditions and local relations.
• Customers: The company's sole customer for gold sales is Fidelity Gold Refinery, controlled by the Zimbabwean authorities, concentrating credit risk. Any default or delay by Fidelity could severely impact the company's operations and financial performance.
• Suppliers: Operations are vulnerable to supply chain disruptions, shortages, and extended lead times for strategic spares, critical consumables, and equipment, potentially increasing costs or suspending operations. Import restrictions can also cause delays.
• Creditors: The company has significant current liabilities and negative working capital, raising concerns about its ability to meet obligations without additional financing. Failure to comply with financial covenants on existing debt could lead to default. The ongoing corporate rescue proceedings for Mazowe Mine could impact creditors of that entity.
• Local Communities: The company emphasizes community development through healthcare, education, and rapid response initiatives. However, illegal mining activities at Mazowe and Redwing Mines have caused safety incidents and environmental damage, impacting local communities.

Next Steps

• Complete dewatering activities at the Redwing Mine and Mazowe Mine (expected early 2026).
• Complete mine design, facility upgrades, and equipping of the Redwing Mine and Mazowe Mine.
• Target a first gold pour from the Redwing Mine and Mazowe Mine in the first quarter of 2026.
• Commence exploration activities in the DRC in the third quarter of 2025, pending final permitting.
• Realize substantial increases in total resource base over the next 18 to 24 months through conversion, optimization, and targeted exploration.
• Complete the valuation process for DRC exploration permits, including exploration and feasibility studies.
• Negotiate and form a joint venture for DRC mining activity if commercial deposits are discovered.
• Pursue conversion of DRC exploration permits into exploitation permits.
• Implement detailed and documented policies and procedures across all business units to remediate material weaknesses in internal control over financial reporting.
• Hire additional qualified accounting and reporting personnel with IFRS Accounting Standards and SEC reporting expertise.
• Establish an internal audit function and additional control testing and monitoring procedures.
• Formalize and standardize financial reporting control procedures and policy manuals.
• Continue to invest in a shaft sinking development project and milling plant expansion at the How Mine.
• Undertake further exploration drilling at the How Mine from 2025 through 2029.
• Pursue Special Mining Leases (SMLs) for the Mazowe Mine and Redwing Mine to reduce risk exposure to local currency dynamics.
• Continue efforts to secure the Redwing Mine and Mazowe Mine from trespassers and illegal miners and coordinate with governmental authorities.
• Continue to make installment payments for outstanding wages to Mazowe Mining Company employees and enter into additional compromise agreements for Redwing Mining Company employees.
• Contest vigorously any claim of Securities Act violation related to media involvement.
• Monitor and adjust strategies as necessary based on cash flow assessments and risks.

Key Dates

Recommendation

Keywords

Gold Mining, Copper Mining, Cobalt Mining, Zimbabwe, Democratic Republic of Congo, SEC Filing, F-1/A, Business Combination, SPAC, Mineral Resources, Mineral Reserves, How Mine, Mazowe Mine, Redwing Mine, Exploration Permits, Capital Raise, Corporate Governance, Risk Factors, Financial Performance, Mining Operations, Precious Metals, Battery Metals, Nasdaq Listing, Controlled Company, Foreign Private Issuer