SHAREHOLDERS of Hennessy Capital Investment Corp VI (HCVI), a United States-based blank-check firm, will meet next month to decide on a potential merger with Namib Minerals (Namib), paving the way for a US$609 million listed entity on the Nasdaq.
Namib owns three gold mines in Zimbabwe.
These are Mazowe Gold Mine, Redwing Gold Mine, and How Gold Mine. It also has interests in the Democratic Republic of Congo.
Fully listing on Nasdaq, the second largest American stock exchange, would give Namib access to several capital raising opportunities on the bourse valued at US$30 trillion as of January.
The proposed merger was first announced in June 2024 by HCVI, a special purpose acquisition company (SPAC) of American alternative investor Hennessy Capital Group (HCG).
A SPAC is a “blank cheque” company that raises money from investors, goes public on the stock market, and then looks for a private company to buy and take public.
Since inception, HCG has raised or acquired 16 SPACs, totalling US$4 billion of initial public offering equity volume, and closed on 11 SPAC business combinations, which were valued in aggregate of US$7 billion of enterprise value.
“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, and HCVI, a Nasdaq-listed special purpose acquisition company, announced that the SEC (United States Securities and Exchange Commission) 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,” Namib said in a SEC filing.
“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 announced that it has set a record date of February 18, 2025 and meeting date of April 7, 2025, for the special meeting.”
In June 2024, HCVI revealed that the business combination implied a pro forma combined enterprise value of US$609 million, excluding additional earnout consideration, on a cash free and debt free basis.
This, however, assumed that no further redemptions of HCVI’s public shares and US$60 million in targeted pipe funding would be obtained prior to the closing of the deal.
“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 licences in the DRC,” Namib chief executive officer and director Ibrahima Tall said.
“With the effectiveness of the Form F-4 (a document that American company insiders such as executives, directors, and major shareholders must file with the US SEC whenever they buy or sell company stock), we are one step closer to advancing our growth strategy and unlocking significant shareholder value as a multi-asset producer in Africa.”
“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,” Namib said.
“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.
If the business combination is approved by HCVI stockholders, the SPAC anticipates closing the deal shortly after the special meeting.
“We are pleased to reach this significant milestone in the transaction process, and we are pleased to present the business combination to our stockholders,” HCVI chairperson and chief executive officer Daniel Hennessy said.
“Namib Minerals and its affiliates have a strong asset portfolio and are well-positioned to become a leader in precious and critical metals production in Africa.”
