F-1: Namib Minerals Files F-1 for Resale of Shares and Warrants Post-Business Combination, Outlining Growth and Operational Restart Plans

Namib Minerals has filed an F-1 registration statement for the resale of up to 87.5 million ordinary shares and 7.2 million warrants by selling securityholders, following its recent business combination and Nasdaq listing, while detailing plans to restart two key gold mines and explore battery metals in the DRC.

Summary

• Namib Minerals, an established gold producer in Zimbabwe, recently completed a business combination on June 5, 2025, with Red Rock Acquisition Corporation, leading to its listing on Nasdaq under symbols NAMM and NAMMW.
• The company is registering for resale up to 87,548,686 ordinary shares and 7,212,394 warrants held by selling securityholders, representing approximately 84.7% of outstanding ordinary shares and 38.8% of outstanding warrants.
• Namib Minerals operates the How Mine, a producing gold mine, and is undertaking preparatory work to restart operations at two historically producing gold mines, Mazowe Mine and Redwing Mine, targeting first gold pour in Q1 2026.
• The company also holds interests in 13 exploration permits in the Democratic Republic of Congo (DRC) with identified copper and cobalt potential, with exploration activities expected to commence in Q3 2025.
• In 2024, Namib Minerals produced 36.7 thousand ounces of gold and generated $85.9 million in revenue, representing 8% and 32% growth over the prior year, respectively, with positive cash flow and comprehensive income.
• As of December 31, 2023, consolidated measured and indicated gold resources totaled 1.6 million ounces at 3.92 g/t Au, and inferred gold resources totaled 2.43 million ounces.
• The company could receive up to approximately $213.6 million if all 18,576,712 outstanding warrants are exercised for cash, with an exercise price of $11.50 per share.
• The Southern 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 for accounting matters requiring significant judgment and a lack of formal financial close procedures.

Sentiment

Score: 7

Explanation: The company shows strong operational growth in its active mine and has significant potential with its dormant assets and new exploration. However, substantial capital requirements, historical operational halts, and ongoing legal/financial risks, particularly related to the Mazowe and Redwing mine restarts, temper the overall positive outlook.

Positives

• Achieved 8% growth in gold production (36.7 koz) and 32% growth in revenue ($85.9 million) in 2024 compared to 2023.
• Maintained a low production cost profile at the How Mine, with a C1 cost per ounce of $1,150 in 2024, enhancing margins.
• Possesses a significant resource base, including 1.6 Moz of measured and indicated gold resources and 2.43 Moz of inferred gold resources as of December 31, 2023.
• Has a clear pathway to multi-asset gold production by restarting Mazowe Mine and Redwing Mine, which have significant historical production and mineral resources.
• Holds strategic exploration permits in the DRC for critical battery metals (copper and cobalt), diversifying future revenue potential.
• Benefits from a supportive legislative environment in Zimbabwe, including the removal of the indigenization rule and the potential for Special Mining Leases (SMLs) allowing direct gold export and increased USD exposure.
• Demonstrates a strong commitment to ESG, with the How Mine operating under ISO standards (14001, 9001, 45001) for environmental responsibility, quality, and occupational health and safety.
• Generated positive cash flow from operating activities of $19.1 million in 2024, up 28% from $14.9 million in 2023.
• The company's functional currency is the U.S. dollar, and over 90% of transactions are in USD, minimizing exposure to foreign currency exchange rate movements.

Negatives

• Reported negative working capital of $(37.0) million for Greenstone and $(156.0) million on a pro forma basis for Namib Minerals as of December 31, 2024.
• Total liabilities exceeded total assets by $30.9 million as of December 31, 2024, primarily due to impaired assets at the Redwing and Mazowe Mines.
• All revenues are derived from the sale of gold to a single customer, Fidelity Gold Refinery, controlled by Zimbabwean authorities, concentrating credit risk.
• The Mazowe Mine and Redwing Mine have been under care and maintenance since 2018 and 2019, respectively, and require substantial capital for restart.
• The company has identified material weaknesses in its internal control over financial reporting, which could affect financial reporting reliability and fraud prevention.
• The company is subject to ongoing litigation regarding disputed debts and corporate rescue proceedings for Mazowe Mine and Redwing Mine, which could delay restart plans.
• The purchase of mines from Metallon may be subject to potential claims, including rescission or payment of the purchase price, and the company relies on indemnification from guarantors.
• The company does not intend to pay cash dividends for the foreseeable future, limiting investor returns to share price appreciation.
• The company is a holding company, dependent on distributions from subsidiaries, which may be limited by law or contractual restrictions.

Risks

• Significant additional capital is required to fund business development, including restarting Mazowe and Redwing Mines and exploring DRC opportunities, with no assurance of availability on acceptable terms.
• Mineral Resource and Mineral Reserve estimates are inherently uncertain and may differ materially from ultimately recovered quantities, and life-of-mine estimates may prove inaccurate.
• Mining operations are inherently hazardous, with risks of accidents, disruptions, environmental impact, and security incidents (e.g., illegal mining activities).
• Assets and operations are subject to political, economic, and other uncertainties in Zimbabwe and the DRC, including war, civil unrest, expropriation, and arbitrary changes to laws.
• Fluctuating foreign currency and exchange rates, particularly the Zimbabwean ZiG, and Zimbabwean exchange controls may negatively impact business and financial position.
• The price of gold is subject to significant volatility due to speculative positions, central bank policies, demand changes, and global economic events, which can materially affect profitability.
• Operations are vulnerable to infrastructure constraints, including power and water supply, which can increase costs or lead to curtailment/suspension of operations.
• Supply chain disruptions, including shortages and extended lead times for strategic spares, critical consumables, and equipment, could adversely affect operations.
• The company's rights to mine in Zimbabwe are derived from leases subject to annual renewal and compliance, with potential for forfeiture or government acquisition.
• Cybersecurity breaches and other disruptions to information technology systems could compromise information, damage reputation, and expose the company to liability.
• Failure to comply with the U.S. Foreign Corrupt Practices Act and similar laws in Zimbabwe and elsewhere could subject the company to penalties.
• The company may be subject to Zimbabwean capital gains tax on direct and indirect transfers of mining title as a result of the Business Combination and Greenstone's acquisition of BMC.
• Future sales of a substantial number of ordinary shares by selling securityholders, or the perception of such sales, could reduce the market price of the ordinary shares.
• The company will incur increased costs 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 shareholder and board approvals, potentially conflicting with other shareholders' interests.
• The company has identified material weaknesses in internal control over financial reporting, which, if not remediated, could affect financial reporting reliability and prevent 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.
• Enforceability of civil liabilities through U.S. courts may be limited as the company is incorporated in the Cayman Islands and conducts substantial operations outside the U.S.
• The company is exposed to global economic and market risks, including those from conflicts in Ukraine and Israel-Gaza, which could impact assets and operations.
• The mining industry is highly competitive, and the company may struggle to compete for properties, capital, customers, or employees.
• Dependence on key personnel, with potential negative impacts if they leave or cannot be replaced easily.
• Most employees are union members, and work stoppages or industrial action could affect business and financial performance.
• Potential for outstanding liabilities and claims related to Zimbabwe's historical indigenization policy.
• Lawsuits may be filed against the company, and adverse rulings could have a material adverse effect on business and financial performance.
• Existing and future environmental laws may increase costs, result in liabilities, and restrict operations.
• Changes in tax laws, including the potential for new capital gains tax in Zimbabwe, could materially and adversely affect the business.
• Potential classification as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes could result in adverse tax consequences for U.S. shareholders.
• If a U.S. person owns at least 10% of the company's stock, they may be subject to adverse U.S. federal income tax consequences as a controlled foreign corporation (CFC).

Future Outlook

Namib Minerals anticipates significant improvement in financial performance during fiscal years 2025 and 2026, driven by the successful completion of development and exploration projects. The company targets a first gold pour in Q1 2026 from the Mazowe and Redwing Mines, following expected dewatering completion in early 2026. Exploration activities in the DRC are expected to commence in Q3 2025, pending final permitting. The company also expects substantial increases in its total resource base over the next 18 to 24 months through conversion, optimization, and targeted exploration.

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 identifying and mining significant battery metals will enable us to become a leading multi-asset, multi-jurisdiction mining enterprise.
• Our safety-first and community development approaches to doing business will remain a core tenet of our operational focus and business strategy.
• 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 continuously analyze new opportunities to expand our portfolio of mining assets. Our senior management team has a demonstrated track record of identifying and acquiring high-quality mining assets at attractive valuations.

Industry Context

The gold industry is characterized by its role as a strategic financial investment, with value often rising during economic turmoil and consistent trading liquidity. Gold prices have shown a strong upward trend, increasing nearly 8% per annum in USD since 1971, and reached an all-time high of $3,237.61/oz on April 11, 2025. Demand is bolstered by central bank purchases, jewelry, and technology (including AI). Mined gold output has not kept pace with demand. Zimbabwe is a prolific gold producer, with mining accounting for 80% of exports, 19% of government revenues, and 14% of national income. The country's legislative environment is becoming more supportive of mining, with the removal of the indigenization rule and the introduction of Special Mining Leases. The copper and cobalt industries are experiencing significant growth due to their critical role in the clean energy transition (EVs, renewable energy), with copper demand projected to increase over 40% by 2040. Cobalt reserves are primarily concentrated in the DRC, often as a byproduct, adding complexity to access.

Comparison to Industry Standards

• How Mine operates with one of the lowest production cost profiles amongst its publicly reporting peers, indicating strong operational efficiency.
• Mazowe Mine boasts one of the highest ore grades among publicly reporting peers at 7.77 g/t Au for total measured and indicated gold resources, and 8.65 g/t Au for inferred gold resources, suggesting high-quality mineralization.
• The company's gold production in Zimbabwe contributes to the country's record high output, which reached 37.3 tonnes in 2022, positioning it as a significant player in the national mining sector.
• The company's adherence to ISO standards (14001, 9001, and 45001) for environmental responsibility, quality, and occupational health and safety at the How Mine demonstrates a commitment to standards comparable to leading global mining companies.
• The company's focus on copper and cobalt in the DRC positions it in a region known for significant battery metal reserves, competing with major international players like Ivahoe Mines and Zijin Mining Group (Kamoa-Kakula Copper Mine) and CMOC Group (Tenke Fungurume Mine).

Management Changes

Corporate Governance

Legal Proceedings

• Mazowe Corporate Rescue Proceedings: A court application was filed on February 15, 2024, in Zimbabwe to place the Mazowe Mining Company under corporate rescue proceedings. The company views the application as without merit and is challenging it, with a hearing postponed and no new date set. Previous corporate rescue orders for Mazowe and Redwing Mines were overturned by the Supreme Court of Zimbabwe in 2021 and 2022, respectively.
• Employee Compromise Agreements: Certain employees of Mazowe Mining Company and Redwing Mining Company claimed approximately $2.7 million in unpaid wages when the mines entered care and maintenance. Mazowe Mining Company is making installment payments, and Redwing Mining Company has entered into compromise agreements with some employees and is in discussions for more. Some employees of Mazowe Mining Company have also alleged non-payment of salaries in USD, which the company believes has no merit and has been dismissed by courts in one litigated claim.
• Litigation regarding disputed debts and corporate rescue proceedings: Since operations at Mazowe Mine and Redwing Mine were halted, the company has been subject to litigation, including a judgment obtained by Zimbabwe Electricity Transmission and Distribution Company (ZETDC) in November 2018, which resulted in the auction of certain Mazowe Mine assets. The company is appealing this decision.
• Potential claims related to Greenstone's purchase of mines from Metallon: The BMC Sale may be subject to claims to rescind or unwind the sale, or for Greenstone to pay a portion of the purchase price, if the purchase price is not satisfied or the administration is not completed. The company is indemnified by the Guarantors, but this may not protect against equitable remedies. Additionally, the Metallon Transfer (transfer of Metallon shares to current controlling shareholders) could be challenged in liquidation proceedings of Metallon's former majority shareholder, potentially obligating the company to satisfy claims if guarantors default on indemnification.

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, and is a Former Greenstone Shareholder.
• 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, and Siphesihle Mchunu (General Counsel and Director) are directors of Standard Telecom Congo, an indirect majority-owned subsidiary of the SelliBen Trust.
• The company is obligated to issue up to 30.0 million Earnout Shares to Former Greenstone Shareholders, including the SelliBen Trust, entities controlled by executive officers, and Mzilakazi Godfrey Khumalo, upon achievement of certain operational milestones.
• The Registration Rights and Lock-up Agreement was entered into with Initial Shareholders and certain Former Greenstone Shareholders (including the SelliBen Trust, Khumalo, and entities controlled by executive officers), granting customary demand and piggyback registration rights and imposing transfer restrictions for up to 12 months on certain shares.
• Greenstone acquired 100% of BMC (which holds the mines) from Metallon Corporation Limited for approximately $53.2 million, payable by Mzilakazi Godfrey Khumalo and the SelliBen Trust (the Guarantors), who also agreed to indemnify Greenstone against claims related to the sale.
• BMC previously granted a security interest in Gold Fields of Mazowe (UK) Limited shares in September 2023 to guarantee Metallon Corporation Limited's outstanding loans with Africorp Solutions and Advisory (Pty) Ltd, which was released in June 2024.
• The How Mining Company's $4 million Facility Agreement with ABC Banc (December 9, 2024) was guaranteed by Metallon Corporation Limited.
• Greenstone recorded a receivable of approximately $0.8 million from Metallon, Metallon Management Services, and Metallon Corporation Limited (US) for administrative expenses incurred on their behalf, and a liability of approximately $3.4 million for expenses paid by these entities on Greenstone's behalf.
• A wholly owned subsidiary of Metallon historically paid certain executives of the company.
• BMC issued short-term notes secured by assets pledged by Metallon Gold Zimbabwe, with an aggregate outstanding amount of $0.5 million as of December 31, 2024.
• In 2022 and 2023, BMC entered into arrangements to convey a $7.3 million note receivable (from the sale of Motapa Mining Company UK Limited) to third-party purchasers, with $4.8 million of payments in 2023 directed to Metallon Corporation Limited for its working capital needs, leading to a recognized credit loss.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to the large number of shares registered for resale and potential issuance of Earnout Shares. Returns are dependent on share price appreciation as no cash dividends are planned. The controlled company status may limit minority shareholder influence.
• Employees: The company's commitment to SHEQ initiatives and community development aims to improve working conditions and foster positive relations. However, historical unpaid wage claims at Mazowe and Redwing Mines and potential union industrial action pose risks.
• Customers: All gold production is sold to a single customer (Fidelity Gold Refinery), concentrating credit risk and making the company vulnerable to changes in this relationship or Zimbabwean government policies.
• Suppliers: Vulnerability to supply chain disruptions, increased lead times, and higher costs for strategic spares, critical consumables, and equipment, potentially impacting operational continuity and costs.
• Creditors: The company's negative working capital and substantial capital requirements for mine restarts indicate reliance on debt or equity financing, and compliance with debt covenants is crucial. Litigation and related party indemnification risks could affect financial obligations.

Next Steps

• Complete scoping and prefeasibility studies for Mazowe Mine and Redwing Mine (anticipated within 9-15 months).
• Dewater flooded working areas of Mazowe Mine (approximately 12 months) and Redwing Mine (approximately 15 months).
• Backfill illegally mined holes, upgrade shafts, construct recycling tanks, and install new processing plants at Mazowe Mine.
• Commence exploratory drilling, initiate small-scale production, upgrade a decline and hoist, construct a tailings storage facility, and install a new processing plant at Redwing Mine.
• Target first gold pour in Q1 2026 for Mazowe Mine and Redwing Mine, assuming successful dewatering and financing.
• Commence exploration activities in the DRC in Q3 2025, pending final permitting.
• Undertake deep drilling from 30 Level drilling platforms to 40 Level at How Mine, targeting orebodies and potential resources (cost approximately $2.4 million by end of 2024).
• Land two underground drilling rigs and one surface drilling rig at How Mine by the end of 2025.
• Undertake further exploration drilling at How Mine from 2025 through 2029 (cost approximately $12.9 million per year).
• Pursue Special Mining Leases (SMLs) for Mazowe Mine and Redwing Mine to reduce local currency risk exposure.
• Implement detailed and documented policies and procedures and hire additional qualified accounting and reporting personnel to remediate material weaknesses in internal controls.
• Establish an internal audit function and additional control testing and monitoring procedures.
• Formalize and standardize financial reporting control procedures and policy manuals.
• Appoint one additional independent director within one year of the Closing Date to ensure a majority independent board.

Key Dates

Recommendation

Keywords

Gold mining, Zimbabwe, DRC, Copper, Cobalt, SEC filing, F-1 registration, Business combination, Mining operations, Mineral resources, Warrants, Public company, Financial performance, Exploration, Precious metals, Battery metals, Nasdaq listing, Controlled company, Internal controls, Risk factors, Capital expenditures, Dilution, Corporate governance, Related party transactions