20-F: Namib Minerals Reports Mixed 2025 Results, Advances Mine Restarts

Namib Minerals reported a significant profit increase in 2025 driven by higher gold prices and fair value gains, despite lower production, while advancing restart plans for its Mazowe and Redwing mines in Zimbabwe.

Summary

• Namib Minerals reported a profit of $101.2 million for the year ended December 31, 2025, a substantial increase from $3.6 million in 2024, primarily due to fair value gains on earnout liability and warrants.
• Gross revenue for 2025 decreased by 4% to $82.6 million, down from $85.9 million in 2024, mainly due to a 33% reduction in gold grade at the How Mine, partially offset by a 64% increase in the average net realized gold price to $3,156 per ounce.
• Consolidated gold production for 2025 was 25,004 ounces, a decrease from 36,636 ounces in 2024, with 476 thousand tonnes milled.
• The How Mine, a producing asset, reported total Proven and Probable Mineral Reserves of 2.49 million tonnes at 1.29 g/t Au (103 thousand ounces) as of December 31, 2025.
• How Mine's Measured and Indicated Mineral Resources (exclusive of reserves) increased significantly to 23.9 million tonnes at 1.36 g/t Au (1,046 thousand ounces) as of December 31, 2025, due to updated mineralization modeling.
• How Mine's Inferred Mineral Resources (exclusive of reserves) totaled 43.0 million tonnes at 1.74 g/t Au (2,396 thousand ounces), including 12.0 million tonnes of sands (tailings) at 0.59 g/t Au.
• The Mazowe Mine, currently on Care & Maintenance, has Measured and Indicated Mineral Resources of 1.17 million tonnes at 7.77 g/t Au (291 thousand ounces) and Inferred Mineral Resources of 3.29 million tonnes at 8.65 g/t Au (915 thousand ounces) as of December 31, 2023.
• The Redwing Mine, also on Care & Maintenance, has Measured and Indicated Mineral Resources of 9.65 million tonnes at 3.83 g/t Au (1,188 thousand ounces) and Inferred Mineral Resources of 15.83 million tonnes at 2.61 g/t Au (1,328 thousand ounces) as of December 31, 2023.
• Total consolidated Measured and Indicated gold resources (exclusive of reserves) are 2.53 million ounces at 2.26 g/t Au, and total Inferred gold resources are 4.64 million ounces.
• The company identified material weaknesses in internal control over financial reporting, including a lack of formal processes and IFRS technical expertise, and inadequate financial close procedures.
• Restarting the Mazowe and Redwing mines is estimated to require approximately $300 to $400 million in capital expenditure, with the majority allocated to Redwing, and is expected to take three years following adequate financing.
• Redwing Mine dewatering commenced in January 2026, expected to take 8 months at a cost of approximately $1.0 million.
• Mazowe Mine dewatering preparations are underway, expected to take 6 to 9 months at a cost of approximately $1.5 million.
• A $3.5 million promissory note was issued to Cohen & Company Securities, LLC in September 2025, with payments made in cash or Ordinary Shares; 805,228 Ordinary Shares were issued by March 25, 2026, to settle this debt.
• The company is evaluating opportunities to acquire mining interests in the Democratic Republic of Congo (DRC) for copper and cobalt.
• Gold royalty framework revised effective January 1, 2026: 5% baseline rate applies unless the gold price exceeds $5,000 per ounce, in which case the rate is 10%.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral to slightly negative report. While the company achieved a significant profit increase in 2025 due to fair value adjustments and higher gold prices, underlying operational performance (lower production, higher costs) and ongoing financial weaknesses (negative working capital, significant liabilities) are concerning. The progress on mine restarts is positive, but the substantial capital requirements and external risks in Zimbabwe temper optimism.

Positives

• Profit for the year significantly increased to $101.2 million in 2025, up from $3.6 million in 2024, driven by fair value gains.
• Average net realized gold price increased by 64% to $3,156 per ounce in 2025, mitigating lower production volumes.
• How Mine's Measured and Indicated Mineral Resources increased by 1,036% in contained gold (to 1,046 koz) and Inferred Resources increased by 1,031% (to 2,176 koz) from 2024 to 2025 due to re-interpretation and lower cut-off grade.
• How Mine's total Proven and Probable Mineral Reserves increased by 10% to 103 koz in 2025.
• The How Mine's economic analysis shows a positive project NPV of $22.1 million for its Mineral Reserves over a 4-year life of mine, demonstrating robust economics.
• The company's strategic LOM plan for How Mine, including Inferred material, could extend to 2034 at an average mining rate of approximately 600 ktpa.
• Redwing Mine dewatering commenced in January 2026, a critical step towards restarting operations.
• The company's Lost Time Injury Frequency Rate improved to 0.06 in 2025, well below its target of 1.00, indicating strong safety performance.
• Zimbabwe's legislative environment is supportive of mining, with the Responsible Mining Initiative combating illegal mining and the removal of the indigenization rule.
• The company intends to pursue Special Mining Leases (SMLs) for Mazowe and Redwing to reduce exposure to local currency dynamics and increase USD proceeds.
• The How Mine achieved recertification on all three ISO-based management systems (14001, 9001, 45001) in 2025, demonstrating commitment to ESG standards.
• The company has a long operating history in Zimbabwe (over two decades) and an experienced management team.
• The How Mine has sufficient water from current sources to maintain operations and support expansion, with the How Dam at 100% capacity.

Negatives

• Consolidated gold production decreased by 33% to 25,004 ounces in 2025 from 37,346 ounces in 2024, primarily due to a lower gold grade at the How Mine.
• The company reported negative working capital of $(37.4) million as of December 31, 2025, and total liabilities exceeded total assets by $39.3 million, raising going concern considerations.
• The Mazowe and Redwing mines remain on Care & Maintenance, with significant capital required ($300-$400 million) to restart operations, and no certainty of obtaining adequate financing.
• Mazowe Mine's sands (tailings) Mineral Resources are not included in the reported resources due to an ongoing legal dispute over ownership of the material and processing facility.
• Redwing Mine's environmental and miscellaneous operating permits were expired as of December 31, 2023, requiring renewal before recommencement of active mining operations.
• Mazowe Mine's miscellaneous operating permits will require renewal, and its Environmental Impact Assessment Certificate expires in September 2025.
• The existing process plants for underground ore at both Mazowe and Redwing mines are in poor condition and utilize old technology, requiring significant refurbishment or replacement.
• Mazowe Mine is subject to ongoing corporate rescue proceedings, which could delay restart plans if approved.
• Redwing Mine has experienced significant artisanal gold mining activities, leading to fatalities (22 in 2022, 22 in 2023, 2 to April 2024), posing risks to permitting and future operations.
• The company identified material weaknesses in internal control over financial reporting, indicating potential for inaccurate financial reporting or fraud.
• The company is exposed to fluctuating foreign currency and exchange rates, as well as Zimbabwean exchange controls, which can negatively impact financial results.
• The company derives all its revenues from a single customer, Fidelity, controlled by Zimbabwean authorities, concentrating credit risk.
• The Promissory Note issued to Cohen & Company Securities, LLC allows for payment in Ordinary Shares, which could result in substantial dilution to existing shareholders.
• The earnout liability decreased by $158.8 million in 2025, partly due to a 0% probability assigned to DRC exploration milestones, indicating a potential setback in diversification strategy.
• The company's management has limited experience in operating a Nasdaq-listed public company, which could be a disadvantage in compliance and growth management.

Risks

• Development of existing and new mining projects may face unexpected problems, costs, and delays, impacting profitability.
• Significant additional capital is required to fund the business, with no assurance of availability on acceptable terms.
• Mineral Resource and Mineral Reserve estimates may differ from actual recoveries, life-of-mine estimates may be inaccurate, and cost changes could render resources uneconomic.
• Mining is inherently hazardous, with risks of accidents, environmental damage, and security incidents (including from artisanal miners) disrupting operations and impacting profitability.
• Assets and operations are subject to political, economic, and other uncertainties in Zimbabwe and the Democratic Republic of Congo (DRC), including expropriation, arbitrary changes to laws, and foreign exchange restrictions.
• Fluctuating foreign currency and exchange rates, as well as Zimbabwean exchange controls, may negatively impact business, results of operations, and financial position.
• The price of gold is subject to significant volatility, which can materially affect future activities and profitability.
• Operations are vulnerable to infrastructure constraints, including power and water supply shortages.
• Reliance on a single customer (Fidelity) for gold sales concentrates credit risk, with no assurance against default.
• Rights to mine in Zimbabwe are derived from leases, the loss of which would materially adversely affect financial condition and results of operations.
• Litigation regarding disputed debts and corporate rescue proceedings in Zimbabwe could materially adversely affect restart plans for Mazowe and Redwing mines.
• Greenstone's purchase of the mines from Metallon may be subject to potential claims, including rescission or demands for payment, which could materially adversely affect assets and operations.
• Cybersecurity breaches and other disruptions to information technology systems could compromise sensitive information, damage reputation, and expose the company to liability.
• Operations are subject to various government approvals, permits, and licenses, which may not be obtained or maintained, leading to operational restrictions or suspension.
• Failure to comply with the U.S. Foreign Corrupt Practices Act and similar laws in Zimbabwe could result in penalties and adverse consequences.
• Labor and employment laws and regulations, including potential work stoppages or claims for unpaid wages, could increase costs and restrict operations.
• Existing and future environmental laws may increase costs, result in significant liabilities, fines, or penalties, and restrict operations.
• Exposure to global economic and market risks, including conflicts in Ukraine, Gaza, and Iran, may have a material adverse effect on assets and operations.
• Supply chain disruptions could adversely affect operations and development projects due to shortages or extended lead times for critical consumables and equipment.
• The company's insurance coverage may not be sufficient in all contexts, and certain risks may not be insured against.
• If operations do not perform in line with expectations, the company may be required to write down the carrying value of investments, affecting future profitability.
• Future sales and issuances of Ordinary Shares, including those from the Promissory Note and warrant exercises, could result in additional dilution and cause the share price to fall.
• The SelliBen Trust's majority ownership provides it the right to appoint a majority of directors, potentially conflicting with other shareholders' interests.
• The company has identified material weaknesses in internal control over financial reporting, which, if not remediated, could adversely affect financial reporting reliability and investor confidence.
• As a foreign private issuer, the company is exempt from certain U.S. securities laws, potentially limiting information available to shareholders.
• The company may be subject to Zimbabwean capital gains tax as a result of the Business Combination and Greenstone's acquisition of BMC, with unclear implications.
• The company may 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.

Future Outlook

Namib Minerals aims to become a leading Pan-African multi-asset mining platform for precious and critical metals, particularly gold, and to expand into copper and cobalt in the DRC. The company plans to increase gold production through expansion at the How Mine, with a shaft sinking development project and milling plant expansion anticipated to commence operation in late 2026. Preparatory work is underway to restart operations at the Mazowe and Redwing mines, with scoping and feasibility studies in progress and dewatering initiated at Redwing. The company expects these restarts to be completed within a three-year period following receipt of adequate financing. Exploration programs are planned for How Mine (2026-2029) and Mazowe Mine (2026-2030) to increase resource confidence and identify new targets. The company intends to pursue Special Mining Leases for Mazowe and Redwing to reduce local currency risk. Management forecasts positive cash flows for the next twelve months, supported by planned increases in gold production at How Mine and rising gold prices.

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 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.
• 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 will maintain positive cash flows.

Industry Context

StockSavvy.ai notes that the gold mining industry in Zimbabwe is experiencing strong tailwinds, with gold deliveries increasing by 26% in Q3 2025 and mining accounting for a significant portion of the national economy. Government initiatives like the Responsible Mining Initiative and the removal of the indigenization rule aim to attract foreign direct investment. The introduction of Special Mining Leases (SMLs) is a key development, allowing direct gold export and increased USD exposure, which is crucial given Zimbabwe's volatile local currency dynamics. Namib Minerals' strategy to restart its Mazowe and Redwing mines aligns with the broader industry trend of unlocking significant resource potential in established mining regions. The company's exploration into copper and cobalt in the DRC positions it to capitalize on the global clean energy transition, a growing market for battery metals. However, the industry faces ongoing challenges including infrastructure constraints, high input costs, and geopolitical risks, which Namib Minerals must navigate.

Comparison to Industry Standards

• 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, indicating superior resource quality.
• How Mine's C1 Costs are relatively lower due to the shallow nature of resources and free-milling ore, enhancing its competitive position compared to operations with more complex or deeper orebodies.
• The company's Lost Time Injury Frequency Rate of 0.06 in 2025 is significantly better than its target of 1.00, positioning it as an industry leader in safety standards.
• How Mine's metallurgical recovery of 89% is consistent with historical averages and competitive for conventional gravity recovery and CIP/CIL plants, though opportunities for improvement exist compared to global benchmarks for optimal recovery.
• The Redwing Mine's historical 2018 Mineral Reserve estimate showed a significant gap between head grade delivered (3.67 g/t) and Mineral Reserve grade (6.37 g/t Au), indicating a need for improved reconciliation and technical feasibility assurance compared to industry best practices.
• The Mazowe Mine's historical 2018 Mineral Reserve estimate's compliance with the SAMREC Code was questioned due to insufficient assurance of technical and economic feasibility, highlighting a gap in reporting standards compared to leading industry practices.

Management Changes

Corporate Governance

Legal Proceedings

• Mazowe Corporate Rescue Proceedings: An application was filed on February 15, 2024, to place the Mazowe Mining Company under corporate rescue. The company has challenged this application, viewing it as without merit, and a hearing date was postponed.
• Employee Compromise Agreements: Certain employees of Mazowe and Redwing mines claimed approximately $2.7 million in unpaid wages. 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.
• Disputed Asset Sale: In November 2018, certain assets of the Mazowe Mine were sold at auction to satisfy a judgment, but the company is challenging this decision, believing it to be improper.
• Sands (Tailings) Ownership Dispute: The ownership of the Mazowe Mine's sands (tailings) material and accompanying processing facility is currently under dispute, with legal proceedings ongoing.

Related Party Transactions

• The SelliBen Trust owns approximately 63% of the outstanding Ordinary Shares, and Tulani Sikwila (CEO, CFO, Director) is one of four directors of its trustee, Three Rivers PTC Limited.
• Tulani Sikwila, Ibrahima Tall, and Siphesihle Mchunu (executive officers) are directors of Standard Telecom Congo, an indirect majority-owned subsidiary of the SelliBen Trust.
• Earnout Shares: Up to 30 million Ordinary Shares may be issued to Former Greenstone Shareholders (including the SelliBen Trust, entities controlled by executive officers, and Mzilikazi Godfrey Khumalo) upon achievement of specific operational and valuation milestones.
• Guarantors (Mzilikazi Godfrey Khumalo and the SelliBen Trust) agreed to indemnify Greenstone for claims arising from the purchase of BMC from Metallon Corporation Limited.
• How Mining Company acquired residential properties from Metallon Gold Zimbabwe (a related party) for $1.2 million on September 30, 2025, after paying rental payments since January 1, 2025.
• Historical intercompany expenses: The company had a receivable of approximately $0.8 million from Metallon and its affiliates as of December 31, 2024, and a liability of approximately $2.3 million as of December 31, 2025, related to historical general administrative expenses.
• Guarantee of Metallon Debt by BMC: BMC granted a security interest in Gold Fields of Mazowe (UK) Limited shares to guarantee Metallon's debt, which was released and terminated in June 2024.

Stakeholder Impact

• Shareholders: Potential for dilution from promissory note share issuances and warrant exercises. The SelliBen Trust's majority ownership could influence corporate decisions. The significant increase in How Mine's resources and reserves, coupled with higher gold prices, could positively impact long-term value, but operational challenges and capital needs for restarts pose risks.
• Employees: The company's commitment to Safety, Health, Environment, and Quality (SHEQ) initiatives aims to foster a zero-harm environment. However, historical claims for unpaid wages at Mazowe and Redwing mines and potential labor disputes could impact employee relations. Restarting Mazowe and Redwing mines is expected to create employment opportunities.
• Customers: All gold revenue is derived from a single customer, Fidelity Gold Refinery, controlled by the Zimbabwean authorities, creating concentrated credit risk.
• Suppliers: Operations are vulnerable to supply chain disruptions and increased input costs. The company prioritizes local procurement where possible.
• Creditors: The company has negative working capital and total liabilities exceeding total assets, indicating financial strain. The $8.5 million facility agreement with ABC Banc and the $3.5 million promissory note are significant debt obligations. The ongoing corporate rescue proceedings for Mazowe Mine and historical disputed debts pose risks to creditors.
• Local Communities (Zimbabwe): The company is committed to community development through healthcare, education, and emergency response initiatives. However, artisanal mining activities at Redwing and Mazowe have led to fatalities and environmental damage, impacting community safety and the environment. Mine closure plans include provisions for rehabilitation and social impacts.
• Regulatory Authorities: The company faces scrutiny regarding compliance with environmental permits, labor laws, and financial reporting standards (e.g., remediation of material weaknesses in internal controls). The capital gains tax amendments in Zimbabwe could impact future transactions.

Next Steps

• Complete scoping studies for Mazowe and Redwing mines (anticipated within 9-15 months).
• Complete feasibility studies for Mazowe and Redwing mines (anticipated within 12-18 months).
• Continue dewatering operations at Redwing Mine (expected 8 months from January 2026).
• Undertake preparations for dewatering at Mazowe Mine (expected 6-9 months).
• Secure adequate financing for the $300-$400 million capital expenditure required for Mazowe and Redwing mine restarts.
• Initiate exploratory drilling, small-scale production, decline/hoist upgrades, and new processing plant construction at Redwing Mine post-dewatering.
• Backfill illegally mined holes, upgrade main shafts, construct recycling tanks, purchase new compressors, and install a new processing plant at Mazowe Mine post-dewatering.
• Continue exploration drilling at How Mine (2026-2029) to increase resource confidence.
• Implement remediation efforts for identified material weaknesses in internal control over financial reporting.
• Pursue Special Mining Leases (SMLs) for Mazowe and Redwing mines.
• Evaluate opportunities to acquire mining interests in the Democratic Republic of Congo (DRC) for copper and cobalt.
• Review and update Mineral Resource reconciliation practices and implement a system for performance measurement.
• Conduct further bulk density testwork and consider changing downhole survey methods at How Mine.

Key Dates

Recommendation

The filing presents a mixed bag of results and forward-looking statements. While the significant increase in profit for 2025 is positive, it's largely driven by non-cash fair value adjustments and higher gold prices, rather than a substantial increase in production. The underlying operational performance shows a decrease in gold output and an increase in costs per ounce. The substantial increase in How Mine's resources and reserves is a strong long-term positive, but the Mazowe and Redwing mines remain on Care & Maintenance with significant capital requirements and ongoing legal/operational challenges. The identified material weaknesses in internal controls and the negative working capital position are notable concerns. The company's strategic direction towards multi-asset production and DRC expansion is promising but highly speculative at this stage. Given the strong resource base and potential for future growth, but also the significant operational, financial, and geopolitical risks, a 'hold' recommendation is appropriate for seasoned investors. Further clarity on financing for mine restarts, successful remediation of internal control weaknesses, and sustained operational improvements are needed before a more bullish stance can be taken.

Keywords

Gold Mining, Zimbabwe, SEC Filing, Mineral Resources, Mineral Reserves, How Mine, Mazowe Mine, Redwing Mine, Care & Maintenance, Exploration, Capital Expenditure, Gold Price, Financial Results, Corporate Governance, Risk Factors, Internal Controls, Dilution, Artisanal Mining, Environmental Compliance, DRC, Copper, Cobalt, Nasdaq Listing, Warrants, Earnout Liability