Namib Minerals, an Established African Gold Producer, to Become Publicly Traded Through Business Combination With Hennessy Capital Investment Corp. VI
Namib Minerals, a well-established gold producer in Africa, has entered a definitive agreement for a business combination with Hennessy Capital Investment Corp. VI (HCVI). The transaction values Namib at a $500 million pre-money enterprise value with an additional 30 million contingent shares tied to operational milestones.
The deal is expected to close in Q4 2024, subject to approvals. Upon completion, Namib will be publicly traded on Nasdaq under the ticker symbols 'NAMM' and 'NAMMW'. The transaction is anticipated to provide Namib with $91 million in net proceeds and $60 million in additional funding to support its growth plans, including restarting the Mazowe and Redwing mines and expanding into battery metals in the DRC.
Namib's CEO, Ibrahima Tall, will continue to lead the company post-Closing. This merger represents the largest African deSPAC to date, aiming to enhance Namib's operational efficiency and cash flow generation.
- Transaction values Namib Minerals at a $500 million pre-money enterprise value.
- Up to 30 million additional shares tied to operational milestones.
- Expected net proceeds of $91 million from the transaction.
- Additional $60 million in funding expected before Closing.
- Transaction to be completed in Q4 2024, subject to approvals.
- Largest African deSPAC to date.
- Namib's existing management team to continue post-Closing.
- Continued operational efficiency and cash flow generation anticipated.
- Plans to restart Mazowe and Redwing mines and expand into battery metals in the DRC.
- Closing subject to regulatory and stockholder approvals, creating uncertainty.
- Additional shares tied to operational milestones could lead to shareholder dilution.
- Dependence on restarting historically producing mines may pose operational risks.
- Potential challenges in expanding into battery metals in the DRC.
Insights
The business combination between Namib Minerals and Hennessy Capital Investment Corp. VI brings several important financial implications worth considering. Firstly, the combined entity's enterprise value of
The deal structure includes contingent shares, which means part of the consideration is dependent on achieving specific operational milestones. This introduces performance-based risk but also aligns incentives for management to meet production goals at the Mazowe and Redwing mines. The additional funding of
However, investors should be aware of the geopolitical and operational risks associated with mining in Zimbabwe and DRC. Despite the attractive valuation and the potential upside from battery metals, the regions’ political instability and regulatory environment could impact operations. The How mine’s low-cost production profile is a positive, yet the long-term success hinges on the consistent performance of the other mines.
Rating: 1
The transition of Namib Minerals to a publicly traded entity on Nasdaq brings new opportunities and challenges from a market perspective. Listing on Nasdaq enhances visibility and credibility among global investors, potentially attracting more investment. The SPAC merger is significant as it represents the largest African deSPAC to date, indicating growing investor interest in African mining assets.
For retail investors, the focus should be on the potential for Namib to leverage its established mining operations and infrastructure in Zimbabwe to restart the Mazowe and Redwing mines. These operations, if successful, could substantially increase production capacity and revenue. Additionally, the exploration permits in the DRC for battery metals, particularly copper and cobalt, tap into the growing demand for these materials driven by the energy transition and electric vehicle market.
However, it’s important to understand the market dynamics and risks. The mining sector is subject to fluctuations in gold and battery metal prices, influenced by global economic conditions and supply-demand imbalances. Investors should keep an eye on commodity prices and the company’s ability to manage operational costs efficiently.
Rating: 1
The business combination agreement between Namib Minerals and Hennessy Capital Investment Corp. VI requires careful legal scrutiny, particularly around regulatory approvals and closing conditions. The transaction is subject to customary closing conditions, including regulatory and shareholder approvals, which are essential for the merger to proceed as planned. Investors need to be aware of the potential delays or complications that could arise during this process.
The inclusion of contingent shares tied to operational milestones introduces a layer of complexity. These milestones are legally binding performance criteria that must be met for the additional shares to be issued, ensuring that Namib delivers on its promises. This provision aligns with investor interests by tying part of the consideration to actual performance.
Additionally, the involvement of high-profile legal advisors such as Greenberg Traurig, LLP and Sidley Austin LLP suggests thorough due diligence and a well-structured agreement. Still, investors should consider the legal and regulatory landscape in Zimbabwe and DRC, which could impact Namib’s operations and compliance requirements.
Rating: 1
- Namib Minerals is an established African gold producer with an attractive portfolio of mines in Zimbabwe supported by high-grade, low-cost production, extensive infrastructure and pro-mining government policy.
- Namib Minerals owns and operates the producing How mine and plans to restart two historically producing gold mines, Mazowe and Redwing, and to expand Namib Minerals’ aggregate gold mining capacity.
- The proposed transaction values Namib Minerals at a pre-money enterprise value of
$500 million with up to an additional 30 million of contingent ordinary shares tied to the completion of operational milestones. - Transaction proceeds will support Namib Minerals’ growth plan to create a multi-asset and multi-jurisdiction platform through gold mine restarts and the development of its prospective battery metals assets in the Democratic Republic of the Congo (“DRC”).
NEW YORK, June 18, 2024 (GLOBE NEWSWIRE) -- Namib Minerals (“Namib” or the “Company”), an established gold mining company in the sub-Saharan gold mining industry, and Hennessy Capital Investment Corp. VI (Nasdaq: HCVI) (“HCVI”), a Nasdaq listed special purpose acquisition company, have entered into a definitive business combination agreement (the “Business Combination Agreement”). The proposed business combination (the “Proposed Business Combination") is expected to be completed (the “Closing”) in the fourth quarter of 2024, subject to customary closing conditions, including regulatory and stockholder approvals. The combined public company (“PubCo”) is expected to be named “Namib Minerals” and to list its common stock and warrants to purchase common stock on Nasdaq under the new ticker symbols “NAMM” and “NAMMW”, respectively, subject to approval of its listing application.
The Proposed Business Combination consideration of approximately 50 million PubCo ordinary shares values Namib at a pre-money enterprise value of
Namib’s current producing asset, the How mine, is an established, high-grade, underground gold mine located near Bulawayo, Zimbabwe. The How mine is currently generating cash flow alongside a strong history of production and one of the lowest reported production cost profiles amongst its peer group. The How mine has a strong track record of consistently operating within budget and maintains additional identified underground resources, which may contribute to extending its mine life.
Namib also has an identified pathway to operate as a multi-asset producer in Africa, with growth plans underway to restart the Company’s previously producing Mazowe and Redwing gold mines, along with development potential in the Democratic Republic of the Congo (DRC) to unlock battery metals in the region. To date, work has commenced across 13 granted exploration permits in the DRC and six initial holes have been drilled identifying copper and cobalt potential.
Ibrahima Tall, CEO of Namib, commented: “Today represents a significant day and an exciting milestone for Namib. This business combination with HCVI will enable us to continue growing our business while helping us to realize the full potential of our mining asset portfolio. Namib is committed to creating an environment of safe, sustainable and profitable mining operations that supports the local communities we serve. This transaction provides us a partner in HCVI that shares our focus on sustainable growth and our goal to return as a multi-asset producer in Africa. We believe our established management team is well-positioned to unlock significant value for our shareholders, and we look forward to working closely with the HCVI team to make these aspirations a reality.”
Daniel Hennessy, Chairman and CEO of HCVI, added: “We are extremely pleased to announce our business combination with Namib, an established gold-mining company in the sub-Saharan mining industry. HCVI was formed with the objectives of merging with an established and competitive company operating in the industrial or energy-transition sector. Namib stood out as a compelling partner due to its history of underground mining in precious metals, opportunities for future expansion and its mission to create safe, sustainable and profitable operations in the communities it serves. We look forward to collaborating with Ibrahima and his team of veterans in the mining industry, as Namib continues to grow and create shareholder value.”
Proposed Business Combination Overview
The Proposed Business Combination implies a pro forma combined enterprise value of PubCo
Net proceeds from the transaction are expected to enable Namib to invest further into its established How mine, while also contributing to the restart of production at two historically producing gold mines, Mazowe and Redwing, in Zimbabwe and expansion of operations into the DRC. Under the terms of the Business Combination Agreement, Namib’s existing shareholders will convert
The Proposed Business Combination has been unanimously approved by the board of directors of both Namib and HCVI.
Additional information about the Proposed Business Combination, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by HCVI with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
Advisors
Cohen & Company Capital Markets is serving as exclusive financial advisor and lead capital markets advisor to Namib, while Jett Capital Advisors LLC is serving as financial advisor to HCVI. Greenberg Traurig, LLP is serving as U.S. legal counsel to Namib, and Sidley Austin LLP is serving as legal counsel to HCVI. BDO South Africa Inc. is serving as auditor to Namib, and Gateway Group is serving as investor relations advisor for the transaction.
About Namib Minerals
Namib Minerals is a gold producer, developer and explorer with operations focused in Zimbabwe. Namib is a significant player in Zimbabwe’s mining industry, driving sustainable growth and innovation across the sector. Currently Namib operates an underground mine in Zimbabwe, with additional exploration assets in Zimbabwe and the DRC. Namib operates using conventional mining as well as modern processes and is seeking alternative areas of growth.
For additional information, please visit namibminerals.com
About Hennessy Capital Investment Corp. VI (HCVI)
Hennessy Capital Investment Corp. VI is a special purpose acquisition company (SPAC) listed on the Nasdaq Global Market (NASDAQ: HCVI). HCVI was formed by Daniel J. Hennessy for the purpose of acquiring, and introducing to the public markets, a strong and competitive company operating in the industrial sector.
For additional information, please visit hennessycapitalgroup.com.
Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, HCVI’s, Namib’s, or their respective management teams’ expectations concerning the outlook for their or Namib’s business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, including expected net proceeds, expected additional funding, the percentage of redemptions of HCVI’s public stockholders, growth prospects and outlook of Namib’s operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of Namib’s exploration and production projects, as well as any information concerning possible or assumed future results of operations of Namib. Forward-looking statements also include statements regarding the expected benefits of the Proposed Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of Namib and HCVI, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of HCVI’s securities; (ii) the risk that the Proposed Business Combination may not be completed by HCVI’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by HCVI; (iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the adoption of the Business Combination Agreement by the stockholders of HCVI and Namib, the satisfaction of the
Important Information for Investors and Shareholders
In connection with the Proposed Business Combination, PubCo intends to file with the SEC the Registration Statement, which will include a prospectus with respect to PubCo’s securities to be issued in connection with the Proposed Business Combination and a proxy statement to be distributed to holders of HCVI’s common stock in connection with HCVI’s solicitation of proxies for the vote by HCVI’s stockholders with respect to the Proposed Business Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). After the SEC declares the Registration Statement effective, HCVI plans to file the definitive Proxy Statement with the SEC and to mail copies to stockholders of HCVI as of a record date to be established for voting on the Proposed Business Combination. This press release does not contain all the information that should be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that PubCo or HCVI may file with the SEC. Before making any investment or voting decision, investors and security holders of HCVI and Namib are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about, Namib, HCVI, PubCo and the Proposed Business Combination.
Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by PubCo and HCVI through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by PubCo and HCVI may be obtained free of charge from HCVI’s website at hennessycapllc.com or by directing a request to Daniel Hennessy, Chief Executive Officer, PO Box 1036, 195 US Hwy 50, Suite 309, Zephyr Cove, NV 89448; Tel: (775) 339-1671. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Namib, HCVI, PubCo and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from HCVI’s stockholders in connection with the Proposed Business Combination. For more information about the names, affiliations and interests of HCVI’s directors and executive officers, please refer to HCVI’s annual report on Form 10-K filed with the SEC on March 29, 2024 and Registration Statement, Proxy Statement and other relevant materials filed with the SEC in connection with the Proposed Business Combination when they become available. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, which may, in some cases, be different than those of HCVI’s stockholders generally, will be included in the Registration Statement and the Proxy Statement, when they become available. Stockholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully, when they become available, before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This document shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This document shall not constitute an offer to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote, consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Proposed Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Investor Relations Contact:
Gateway Group
Cody Slach, Georg Venturatos
(949) 574-3860
Namibminerals@gateway-grp.com
FAQ
What is the value of the business combination between Namib Minerals and HCVI?
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What additional funding is expected for Namib Minerals before the Closing?
What are the operational milestones tied to the additional shares for Namib Minerals?
What growth plans does Namib Minerals have post-combination?
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