- 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 $500 million, with up to an additional 30 million PubCo ordinary shares tied to the completion of operational milestones, including the commercial production of the Mazowe and Redwing mines. The Proposed Business Combination is expected to deliver net proceeds to Namib of approximately $91 million, assuming no further redemptions by HCVI's public stockholders, as well as approximately $60 million of additional funding from one or more financing agreements with investors expected to be executed prior to the Closing. As a result of the Proposed Business Combination, Namib expects to benefit from continued operational efficiency and cash flow generation from its producing How mine and the build-out of Namib's multi-asset growth path. The Proposed Business Combination also represents the largest African deSPAC to date. Namib's existing management team, led by Chief Executive Officer, Ibrahima Tall, will continue to lead the business after the Closing.
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 $609 million, excluding additional earnout consideration, on a cash-free and debt-free basis, assuming no further redemptions of HCVI's public shares and $60 million in targeted PIPE funding to be obtained prior to the Closing. The boards of directors of both HCVI and Namib have approved the proposed transaction, which is expected to be completed in the fourth quarter of 2024, subject to, among other things, the approvals by stockholders of HCVI and Namib and satisfaction or waiver of the other conditions set forth in the Business Combination Agreement.
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 ...