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 OverviewThe
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 into the DRC. Under the terms of the Business
Combination Agreement, Namib’s existing shareholders will convert
100% of their equity ownership stakes into the combined company and
are expected to own approximately 71% of the post-combination
company upon consummation of the Proposed Business Combination.
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.
AdvisorsCohen & 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 MineralsNamib 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 $25 million minimum cash
amount following redemptions by HCVI’s public stockholders and the
receipt of certain regulatory approvals; (iv) market risks,
including the price of gold; (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Business Combination Agreement; (vi) the effect
of the announcement or pendency of the Proposed Business
Combination on Namib’s business relationships, performance, and
business generally; (vii) risks that the Proposed Business
Combination disrupts current plans of Namib and potential
difficulties in its employee retention as a result of the Proposed
Business Combination; (viii) the outcome of any legal proceedings
that may be instituted against Namib or HCVI related to the
Business Combination Agreement or the Proposed Business
Combination; (ix) failure to realize the anticipated benefits of
the Proposed Business Combination; (x) the inability to maintain
the listing of HCVI’s securities or to meet listing requirements
and maintain the listing of PubCo’s securities on the Nasdaq; (xi)
the risk that the price of PubCo’s securities may be volatile due
to a variety of factors, including changes in the highly
competitive industries in which Namib plans to operate, variations
in performance across competitors, changes in laws, regulations,
technologies, natural disasters or health epidemics/pandemics,
national security tensions, and macro-economic and social
environments affecting its business, and changes in the combined
capital structure; (xii) the inability to implement business plans,
forecasts, and other expectations after the completion of the
Proposed Business Combination, identify and realize additional
opportunities, and manage its growth and expanding operations;
(xiii) the risk that Namib may not be able to successfully develop
its assets, including expanding the How mine, restarting and
expanding its other mines in Zimbabwe or developing its exploration
permits in the DRC; (xiv) the risk that Namib will be unable to
raise additional capital to execute its business plan, which many
not be available on acceptable terms or at all; (xv) political and
social risks of operating in Zimbabwe and the DRC; (xvi) the
operational hazards and risks that Namib faces; and (xvii) the risk
that additional financing in connection with the Proposed Business
Combination may not be raised on favorable terms, in a sufficient
amount to satisfy the $25 million (post-redemptions) minimum cash
amount condition to the Business Combination Agreement, or at all.
The foregoing list is not exhaustive, and there may be additional
risks that neither HCVI nor Namib presently know or that HCVI and
Namib currently believe are immaterial. You should carefully
consider the foregoing factors, any other factors discussed in this
press release and the other risks and uncertainties described in
the “Risk Factors” section of HCVI’s Annual Report on Form 10-K for
the year ended December, 31, 2023, which was filed with the SEC on
March 29, 2024, the risks to be described in the registration
statement on Form F-4 to be filed by PubCo with the SEC in
connection with the Proposed Business Combination (the
“Registration Statement”), which will include a preliminary proxy
statement/prospectus, and those discussed and identified in filings
made with the SEC by HCVI and PubCo from time to time. Namib and
HCVI caution you against placing undue reliance on forward-looking
statements, which reflect current beliefs and are based on
information currently available as of the date a forward-looking
statement is made. Forward-looking statements set forth in this
press release speak only as of the date of this press release. None
of Namib, HCVI, or PubCo undertakes any obligation to revise
forward-looking statements to reflect future events, changes in
circumstances, or changes in beliefs. In the event that any
forward-looking statement is updated, no inference should be made
that Namib, HCVI, or PubCo will make additional updates with
respect to that statement, related matters, or any other
forward-looking statements. Any corrections or revisions and other
important assumptions and factors that could cause actual results
to differ materially from forward-looking statements, including
discussions of significant risk factors, may appear, up to the
consummation of the Proposed Business Combination, in HCVI’s or
PubCo’s public filings with the SEC, which are or will be (as
appropriate) accessible at www.sec.gov, and which you are advised
to review carefully.
Important Information for Investors and
ShareholdersIn 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 SolicitationNamib, 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 SolicitationThis 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 GroupCody
Slach, Georg Venturatos(949)
574-3860Namibminerals@gateway-grp.com
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