Namib Minerals and Hennessy Capital Investment Corp. VI Announce Effectiveness of Registration Statement and Record and Meeting Dates for Special Meeting of Stockholders to Approve Proposed Business Combination
Namib Minerals and Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) have announced key dates for their proposed business combination. The SEC has declared effective the registration statement on Form F-4, with the special meeting of stockholders scheduled for April 7, 2025.
The record date is set for February 18, 2025, and stockholders can exercise redemption rights until April 3, 2025. Upon completion, the combined company will trade on Nasdaq under the symbols 'NAMM' and 'NAMMW' for shares and warrants respectively.
Greenstone , the operating arm of Namib Minerals, operates three gold mines in Zimbabwe and holds interests in 13 copper and cobalt exploration licenses in the Democratic Republic of Congo. The business combination aims to establish the company as a leader in precious and critical metals production in Africa.
Namib Minerals e Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) hanno annunciato le date chiave per la loro proposta di fusione aziendale. La SEC ha dichiarato efficace la registrazione sulla Form F-4, con la riunione speciale degli azionisti programmata per il 7 aprile 2025.
La data di registrazione è fissata per il 18 febbraio 2025, e gli azionisti possono esercitare i diritti di riscatto fino al 3 aprile 2025. Al termine della fusione, la società combinata sarà quotata su Nasdaq con i simboli 'NAMM' e 'NAMMW' per le azioni e i warrant rispettivamente.
Greenstone, il braccio operativo di Namib Minerals, gestisce tre miniere d'oro in Zimbabwe e detiene interessi in 13 licenze di esplorazione per rame e cobalto nella Repubblica Democratica del Congo. La fusione aziendale mira a stabilire la società come leader nella produzione di metalli preziosi e critici in Africa.
Namib Minerals y Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) han anunciado fechas clave para su propuesta de combinación empresarial. La SEC ha declarado efectiva la declaración de registro en el Formulario F-4, con la reunión especial de accionistas programada para el 7 de abril de 2025.
La fecha de registro se establece para el 18 de febrero de 2025, y los accionistas pueden ejercer sus derechos de redención hasta el 3 de abril de 2025. Tras la finalización, la empresa combinada cotizará en Nasdaq bajo los símbolos 'NAMM' y 'NAMMW' para acciones y warrants respectivamente.
Greenstone, el brazo operativo de Namib Minerals, opera tres minas de oro en Zimbabwe y tiene intereses en 13 licencias de exploración de cobre y cobalto en la República Democrática del Congo. La combinación empresarial tiene como objetivo establecer a la empresa como líder en la producción de metales preciosos y críticos en África.
Namib Minerals와 Hennessy Capital Investment Corp. VI (NASDAQ: HCVI)는 제안된 사업 결합에 대한 주요 날짜를 발표했습니다. SEC는 F-4 양식의 등록신청서를 효력 발생으로 선언했으며, 주주 특별 회의는 2025년 4월 7일로 예정되어 있습니다.
기록일은 2025년 2월 18일로 설정되며, 주주들은 2025년 4월 3일까지 상환권을 행사할 수 있습니다. 완료 후, 결합된 회사는 주식과 워런트를 각각 'NAMM'과 'NAMMW'라는 기호로 나스닥에서 거래될 것입니다.
Greenstone는 Namib Minerals의 운영 부문으로, 짐바브웨에서 세 개의 금광을 운영하며, 콩고 민주 공화국에서 13개의 구리 및 코발트 탐사 라이센스에 대한 지분을 보유하고 있습니다. 사업 결합의 목표는 아프리카에서 귀금속 및 중요 금속 생산의 선두주자로 회사를 자리매김하는 것입니다.
Namib Minerals et Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) ont annoncé des dates clés pour leur proposition de combinaison d'entreprises. La SEC a déclaré efficace la déclaration d'enregistrement sur le formulaire F-4, avec la réunion spéciale des actionnaires prévue pour le 7 avril 2025.
La date d'enregistrement est fixée au 18 février 2025, et les actionnaires peuvent exercer leurs droits de rachat jusqu'au 3 avril 2025. À l'issue de la fusion, la société combinée sera cotée au Nasdaq sous les symboles 'NAMM' et 'NAMMW' pour les actions et les bons de souscription respectivement.
Greenstone, le bras opérationnel de Namib Minerals, exploite trois mines d'or au Zimbabwe et détient des intérêts dans 13 licences d'exploration de cuivre et de cobalt en République Démocratique du Congo. La combinaison d'entreprises vise à établir la société comme un leader dans la production de métaux précieux et critiques en Afrique.
Namib Minerals und Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) haben wichtige Termine für ihre vorgeschlagene Unternehmenszusammenlegung bekannt gegeben. Die SEC hat die Registrierungserklärung auf Formular F-4 für wirksam erklärt, und die außerordentliche Hauptversammlung der Aktionäre ist für den 7. April 2025 angesetzt.
Das Stichtagsdatum ist auf den 18. Februar 2025 festgelegt, und die Aktionäre können ihre Rückkaufsrechte bis zum 3. April 2025 ausüben. Nach Abschluss wird das kombinierte Unternehmen an der Nasdaq unter den Symbolen 'NAMM' und 'NAMMW' für Aktien und Warrants gehandelt.
Greenstone, der operative Arm von Namib Minerals, betreibt drei Goldminen in Simbabwe und hält Interessen an 13 Explorationslizenzen für Kupfer und Kobalt in der Demokratischen Republik Kongo. Die Unternehmenszusammenlegung zielt darauf ab, das Unternehmen als führend in der Produktion von Edel- und strategischen Metallen in Afrika zu etablieren.
- SEC approval of registration statement indicates progress toward business combination completion
- Portfolio includes 3 operating gold mines and 13 copper/cobalt exploration licenses
- Planned uplisting to Nasdaq provides increased visibility and liquidity
- Shareholders have redemption rights that could reduce available capital
- Mining operations concentrated in higher-risk jurisdictions (Zimbabwe and DRC)
Insights
The announcement of the SEC declaring effective Namib Minerals' registration statement represents a critical procedural milestone in the SPAC merger process between Hennessy Capital Investment Corp. VI (HCVI) and Namib Minerals/Greenstone. This development confirms regulatory approval for the transaction documentation and sets clear timelines for the April 7th special stockholder meeting.
This business combination will transform HCVI into a publicly-traded natural resources company with significant African mining operations. Greenstone, as Namib Minerals' operating arm, brings established production capabilities with three operating gold mines in Zimbabwe and 13 copper and cobalt exploration licenses in the Democratic Republic of Congo.
For current HCVI shareholders, several key considerations emerge: First, the redemption deadline of April 3rd gives investors a clear decision point for maintaining exposure or exiting their position. Second, upon completion, HCVI units will separate into component shares and warrants, affecting position structure. Finally, approval would create a multi-asset precious and critical metals producer focused on the African continent.
From a market perspective, this transaction represents the continued evolution of the SPAC model for bringing natural resource companies public, particularly those with international operations. The transaction's advancement suggests sufficient investor interest despite recent volatility in the SPAC market.
- The U.S. Securities and Exchange Commission (“SEC”) has declared effective the registration statement on Form F-4 (File No. 333-283650) (as amended, the “Registration Statement”) filed by Namib Minerals and co-registrant Greenstone Corporation (“Greenstone”) -
- Special meeting of stockholders of Hennessy Capital Investment Corp. VI (NASDAQ: HCVI) (“HCVI”) to approve proposed business combination with Namib Minerals and Greenstone (the “Business Combination”) to be held on April 7, 2025 -
- Record date for the special meeting is February 18, 2025 -
- Upon closing, combined company stock and warrants will trade on Nasdaq under “NAMM” and “NAMMW” ticker symbols -
New York, New York, March 17, 2025 (GLOBE NEWSWIRE) -- Namib Minerals, Greenstone, an affiliate of Namib Minerals and an established African gold producer with an attractive portfolio of mining and exploration assets in Zimbabwe and the Democratic Republic of Congo (“DRC”), and HCVI, a Nasdaq listed special purpose acquisition company, today announced that the SEC has declared effective the Registration Statement, which includes a definitive proxy statement/prospectus in connection with HCVI’s special meeting of stockholders (the “Special Meeting”) to approve the Business Combination. The Business Combination is expected to result in Namib Minerals listing its ordinary shares and warrants on Nasdaq under the ticker symbols “NAMM” and “NAMMW,” respectively, subject to approval of its listing application. Additionally, HCVI today announced that it has set a record date of February 18, 2025 (the “Record Date”) and meeting date of April 7, 2025 for the Special Meeting.
Daniel Hennessy, Chairman & Chief Executive Officer of HCVI said, “We are pleased to reach this significant milestone in the transaction process, and we're pleased to present the Business Combination to our stockholders. Namib Minerals and its affiliates have a strong asset portfolio and is well-positioned to become a leader in precious and critical metals production in Africa. We look forward to working with the Greenstone team to achieve a successful Business Combination.”
“Greenstone Corporation, the proposed operating arm of Namib Minerals, is an established gold producer with three mines in Zimbabwe and an interest in 13 copper and cobalt exploration licenses in the DRC,” said Ibrahima Tall, Chief Executive Officer and Director of Namib Minerals. “With the effectiveness of the Form F-4, we are one step closer to advancing our growth strategy and unlocking significant shareholder value as a multi-asset producer in Africa.”
HCVI’s stockholders of record at the close of business on the Record Date are entitled to receive notice of the Special Meeting and to vote the shares of common stock of HCVI owned by them at the Special Meeting. The Special Meeting will be held virtually. In connection with the Special Meeting, HCVI’s stockholders that wish to exercise their redemption rights must do so no later than 5:00 p.m. Eastern Time on April 3, 2025 by following the procedures specified in the definitive proxy statement/prospectus for the Special Meeting. There is no requirement that stockholders affirmatively vote for or against the Business Combination at the Special Meeting in order to redeem their shares for cash.
As announced previously, upon completion of the Business Combination, HCVI and Greenstone will each become a direct wholly-owned subsidiary of Namib Minerals, and Namib Minerals will become a publicly traded company, with its ordinary shares and warrants expected to trade on the Nasdaq Global Market under the ticker symbols “NAMM” and “NAMMW,” respectively. At the closing of the Business Combination, each HCVI unit will separate into its components consisting of one share of HCVI’s common stock and one-third of one warrant and, as a result, will no longer trade as a separate security.
The Record Date determines the holders of HCVI’s common stock entitled to receive notice of and to vote at the Special Meeting, and at any adjournment or postponement thereof, whereby stockholders will be asked to approve and adopt the Business Combination, and such other proposals as disclosed in the definitive proxy statement included in the Registration Statement. If the Business Combination is approved by HCVI stockholders, HCVI anticipates closing the Business Combination shortly after the Special Meeting, subject to the satisfaction or waiver (as applicable) of all other closing conditions.
The Special Meeting will take place at 9:00 a.m., Eastern Time, on April 7, 2025 via a virtual meeting at the following address: https://www.cstproxy.com/hennessycapvi/2025. HCVI stockholders entitled to vote at the Special Meeting will need the 12-digit meeting control number that is printed on their respective proxy cards to enter the Special Meeting. HCVI recommends that its stockholders wishing to vote at the Special Meeting log in at least 15 minutes before the Special Meeting starts. Please note that HCVI stockholders will not be able to attend the Special Meeting in person. HCVI encourages its stockholders entitled to vote at the Special Meeting to vote their shares via proxy in advance of the Special Meeting by following the instructions on the proxy card.
A list of HCVI stockholders entitled to vote at the Special Meeting will be open to the examination of any HCVI stockholder, for any purpose germane to the Special Meeting, during regular business hours for a period of ten calendar days before the Special Meeting.
About Greenstone Corporation and Namib Minerals
Greenstone is a gold producer, developer and explorer with operations focused in Zimbabwe. Greenstone is a significant player in Zimbabwe’s mining industry, driving sustainable growth and innovation across the sector. Currently Greenstone operates an underground mine in Zimbabwe, with additional exploration assets in Zimbabwe and the DRC. Greenstone operates using conventional mining, as well as modern processes and is seeking alternative areas of growth. Upon the closing of the Business Combination, Namib Minerals will hold all of Greenstone’s assets. For additional information, please visit namibminerals.com.
About Hennessy Capital Investment Corp. VI
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.
Important Information for Investors and Stockholders
In connection with the Business Combination, Namib Minerals and Greenstone, as co-registrant, have filed with the SEC the Registration Statement, which includes a prospectus with respect to Namib Minerals’ securities to be issued in connection with the 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 Business Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). The SEC declared the Registration Statement effective on March 14, 2025, and HCVI has filed the definitive Proxy Statement with the SEC and will be mailing copies to stockholders of HCVI as of the Record Date. This press release does not contain all the information that should be considered concerning the Business Combination and is not a substitute for the Registration Statement, the Proxy Statement or for any other document that Namib Minerals or HCVI has or may file with the SEC. Before making any investment or voting decision, investors and security holders of HCVI and Greenstone 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 Business Combination as they become available because they will contain important information about Greenstone, HCVI, Namib Minerals and the 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 Namib Minerals and HCVI through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Namib Minerals and HCVI may be obtained free of charge from HCVI’s website at hennessycapitalgroup.com or by directing a request to Nicholas Geeza, Chief Financial Officer, PO Box 1036, 195 US Hwy 50, Suite 309, Zephyr Cove, Nevada 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
Greenstone, HCVI, Namib Minerals 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 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 the Registration Statement, the Proxy Statement and other relevant materials filed with the SEC in connection with the Business Combination from time to time. 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, are included in the Registration Statement and the Proxy Statement. Stockholders, potential investors and other interested persons should read the Registration Statement and the Proxy Statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release, including statements regarding HCVI’s, Greenstone’s, or Namib Minerals’ future financial position, results of operations, business strategy, and plans and objectives of their respective management teams for future operations, 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, Greenstone’s, Namib Minerals’ or their respective management teams’ expectations concerning the outlook for their or Namib Minerals’ business, productivity, plans, and goals for future operational improvements, growth and capital investments, operational and cost performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, the restart of Greenstone’s Mazowe mine and Redwing mine and related expansion plans, capital expenditure plans and timeline, the development and goals of the prospective exploration licenses in the DRC, mineral reserve and resource estimates, production and other operating results, productivity improvements, expected net proceeds, including from any PIPE investment, expected additional funding, the percentage of redemptions of HCVI’s public stockholders, growth prospects and outlook of Namib Minerals’ operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of Greenstone’ exploration and production projects, as well as any information concerning possible or assumed future results of operations of Namib Minerals. Forward-looking statements also include statements regarding the expected benefits of the Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of Greenstone and HCVI, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of such statement. 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 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 HCVI will not seek, or otherwise fails, to extend its business combination deadline as necessary for the Business Combination to be completed; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the business combination agreement, dated June 17, 2024 (as amended on December 6, 2024, the “Business Combination Agreement”) by the stockholders of HCVI and Greenstone, the satisfaction of the
No Offer or Solicitation
This press release 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 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.
Contacts:
Greenstone Corporation/Namib Minerals:
info@namibminerals.com
Hennessy Capital Investment Corp. VI:
Nicholas Geeza
ngeeza@hennessycapitalgroup.com
Investor Relations:
Caroline Sawamoto
NamibIR@allianceadvisors.com
FAQ
When is the special meeting date for HCVI shareholders to vote on the Namib Minerals merger?
What will be the new stock symbol for Namib Minerals after merging with HCVI?
What assets does Greenstone currently operate in Africa?
What is the deadline for HCVI shareholders to exercise their redemption rights?
What is the record date for HCVI shareholders to be eligible to vote on the Namib Minerals merger?
