M&A - Namib Minerals

Form Type: 20-F

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025053289

Filing Summary: On June 5, 2025, Namib Minerals completed a Business Combination with Red Rock Acquisition Corporation, which involved the merger of multiple entities. Namib Minerals became the direct parent of Greenstone Corporation, operating through its subsidiaries. The ordinary shares of Red Rock were exchanged for shares in Namib, enabling the public trading of Namib on Nasdaq. The Business Combination, as outlined in the agreement dated June 17, 2024, included specific exchanges of shares and warrants, solidifying Namib's new position in the market with trading symbols "NAMM" and "NAMMW". Following this event, Namib solely holds interest in Greenstone as its primary asset.

Form Type: SCHEDULE 13D

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025053441

Filing Summary: On June 5, 2025, Namib Minerals completed a Business Combination Agreement originally entered into on June 17, 2024, involving the merger of Company Merger Sub with and into Greenstone Corporation, which became a wholly-owned subsidiary of Namib Minerals. As a result, the Southern SelliBen Trust received 34,208,973 ordinary shares of Namib Minerals and the potential right to receive an additional 21.0 million shares contingent on the achievement of certain milestones over eight years. The newly formed board includes key executives such as Tulani Sikwila and Ibrahima Tall. A Registration Rights and Lock-up Agreement was also established, imposing a 12-month transfer restriction on the SelliBen Trust's shares acquired during this transaction, with specific release conditions based on share price performance. The reporting entities hold 63.7% of the company's ordinary shares, with Three Rivers PTC Limited serving as the trustee of the SelliBen Trust, exercising voting and investment control. The report indicates no intention to propose additional corporate transactions at this time, but it allows for flexibility in actions regarding share ownership depending on market and company developments.

Form Type: SCHEDULE 13D

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025053442

Filing Summary: This Statement on Schedule 13D pertains to the ordinary shares of Namib Minerals, associated with a Business Combination Agreement entered into on June 17, 2024, between the Issuer and various parties including Red Rock Acquisition Corporation and Greenstone Corporation. The Business Combination was consummated on June 5, 2025, resulting in the merger of Company Merger Sub into Greenstone, with Greenstone becoming a wholly-owned subsidiary of Namib Minerals. NostroHeritage Foundation, represented by Tulani Sikwila, acquired 4,838,126 Ordinary Shares and rights to an additional 2.97 million shares contingent on operational milestones over eight years following the closing. The board of directors was restructured post-merger, including Sikwila as CFO. A Registration Rights and Lock-up Agreement was established in connection with the Closing, restricting the transfer of shares for 12 months, contingent upon share price milestones. The Reporting Persons intend to continuously review investments and may engage in discussions regarding potential future transactions such as mergers or changes in management.