Namib Minerals 6-K, filed Sep 30, 2025
Namib Minerals (NAMM)
About this 6-K
Namib Minerals filed this 6-K on September 30, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number 001-42685
Namib Minerals
(Translation of registrant’s name into English)
71 Fort Street, PO Box 500,
Grand Cayman, Cayman Islands, KY1-1106
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Financial Statements
On September 30, 2025, Namib Minerals (the “Company”) released its unaudited financial results for the six months ended June 30, 2025, together with its unaudited condensed consolidated interim financial statements as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 and the related management’s discussion and analysis of financial condition and results of operations.
EXHIBIT INDEX
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAMIB MINERALS | ||
| By: | /s/ Ibrahima Tall | |
| Name: | Ibrahima Tall | |
| Title: | Chief Executive Officer | |
Date: September 30, 2025
2
Exhibit 99.1
Namib Minerals
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income
For the six months ended June 30, 2025, and 2024
($ in thousands, except per share data)
| Note | June 30, 2025 | June 30, 2024 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Revenue | 5 | $ | 36,383 | $ | 41,917 | |||||||
| Production costs | 6 | (18,460 | ) | (19,019 | ) | |||||||
| Depreciation and amortization | 14 | (2,656 | ) | (1,666 | ) | |||||||
| Royalties | (1,817 | ) | (2,089 | ) | ||||||||
| Gross profit | 13,450 | 19,143 | ||||||||||
| Other income | 10 | 212 | 561 | |||||||||
| Administrative expenses | 7 | (15,706 | ) | (7,864 | ) | |||||||
| Change in fair value of earnout liability | 25 | 56,832 | — | |||||||||
| Change in fair value of warrants | 24 | 3,437 | — | |||||||||
| Listing expense | 4 | (65,381 | ) | — | ||||||||
| Allowance for credit losses | 17 | (12 | ) | (23 | ) | |||||||
| Impairment | 14 | (185 | ) | — | ||||||||
| Foreign exchange gain/(loss) | 8 | (50 | ) | 654 | ||||||||
| Operating profit/(loss) before interest and taxation | (7,403 | ) | 12,471 | |||||||||
| Finance cost | 11 | (828 | ) | (1,057 | ) | |||||||
| Interest income | 8 | — | ||||||||||
| Related party credit loss | 27 | (3 | ) | (552 | ) | |||||||
| Financial guarantee remeasurement | 30 | — | 2,746 | |||||||||
| Profit/(loss) before taxation | (8,226 | ) | 13,608 | |||||||||
| Income tax expense | 12 | (3,673 | ) | (4,433 | ) | |||||||
| Profit/(loss) for the year | (11,899 | ) | 9,175 | |||||||||
| Other comprehensive income | — | — | ||||||||||
| Total comprehensive income/(loss) | $ | (11,899 | ) | $ | 9,175 | |||||||
| Earnings per share | ||||||||||||
| Basic earnings/(loss) per share ($) | 13 | (0.24 | ) | 0.19 | ||||||||
| Diluted earnings/(loss) per share ($) | 13 | (0.24 | ) | 0.19 | ||||||||
The accompanying notes on pages 8 to 35 are an integral part of these condensed consolidated interim financial statements
1
Namib Minerals
Condensed Consolidated Interim Statements of Financial Position
As of June 30, 2025 and December 31, 2024
($ in thousands)
| Note | June 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | ||||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Inventories | $ | 3,374 | $ | 3,188 | ||||||||
| Trade and other receivables, net | 17 | 4,181 | 3,752 | |||||||||
| Cash and cash equivalents | 19 | 1,330 | 698 | |||||||||
| Amounts due from related parties | 27 | 255 | 765 | |||||||||
| Excise duty indemnification | 1 | 3,575 | — | |||||||||
| Short-term prepayments | 15 | 378 | 548 | |||||||||
| Total current assets | 13,093 | 8,951 | ||||||||||
| Non-current assets: | ||||||||||||
| Property, plant and equipment, net | 14 | 38,994 | 37,044 | |||||||||
| Exploration and evaluation assets, net | 16 | 830 | 987 | |||||||||
| Long-term prepayments | 15 | 5,286 | 3,922 | |||||||||
| Staff loan receivables | — | 135 | ||||||||||
| Total non-current assets | 45,110 | 42,088 | ||||||||||
| TOTAL ASSETS | $ | 58,203 | $ | 51,039 | ||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Trade and other payables | 18 | $ | 44,868 | $ | 31,451 | |||||||
| Current tax liabilities | 12 | 7,958 | 8,990 | |||||||||
| Bank overdraft | 19 | 1,010 | 1,013 | |||||||||
| Earnout Liability | 25 | 37,800 | — | |||||||||
| Borrowings | 23 | 1,304 | 1,142 | |||||||||
| Excise tax payable | 1 | 3,575 | — | |||||||||
| Amounts due to related parties | 27 | — | 3,389 | |||||||||
| Total current liabilities | 96,515 | 45,985 | ||||||||||
| Non-current liabilities: | ||||||||||||
| Provision for rehabilitation cost | 20 | 26,965 | 26,389 | |||||||||
| Borrowings | 23 | 2,238 | 1,374 | |||||||||
| Derivative warrant liability | 24 | 3,622 | — | |||||||||
| Earnout liability | 25 | 74,088 | — | |||||||||
| Deferred tax liability | 12 | 7,941 | 8,217 | |||||||||
| Total non-current liabilities | 114,854 | 35,980 | ||||||||||
| TOTAL LIABILITIES | 211,369 | 81,965 | ||||||||||
| Shareholders’ deficit: | ||||||||||||
| Ordinary Shares | 25 | 5 | 1 | |||||||||
| Share premium | (110,345 | ) | — | |||||||||
| Shareholder’s deficit | (42,826 | ) | (30,927 | ) | ||||||||
| Total shareholders’ deficit | (153,166 | ) | (30,926 | ) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 58,203 | $ | 51,039 | ||||||||
The accompanying notes on pages 8 to 35 are an integral part of these condensed consolidated interim financial statements.
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Namib Minerals
Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficit
For the six months ended June 30, 2025, and 2024
($ in thousands)
| (Unaudited) | Note | Share capital | Share Premium | Shareholders’ deficit | Total Equity | |||||||||||||||
| Balance at January 1, 2025 | 25 | 1 | — | (30,927 | ) | (30,926 | ) | |||||||||||||
| Total comprehensive loss for the period | — | (11,899 | ) | (11,899 | ) | |||||||||||||||
| Impact of reverse capitalization | 4, 25 | 4 | (4 | ) | — | —- | ||||||||||||||
| Issuance of shares to HCVI shares upon reverse capitalization | 1, 4 | (7,002 | ) | — | (7,002 | ) | ||||||||||||||
| Earnout | 25 | — | (168,720 | ) | — | (168,720 | ) | |||||||||||||
| Listing expense | 4 | — | 65,381 | — | 65,381 | |||||||||||||||
| Balance at June 30, 2025 | 25 | 5 | (110,345 | ) | (42,826 | ) | (153,166 | ) | ||||||||||||
| Balance at January 1, 2024 | 25 | 1 | (28,349 | ) | (28,348 | ) | ||||||||||||||
| Total comprehensive income for the period | — | 9,175 | 9,175 | |||||||||||||||||
| Share based payment | 31 | — | 2,834 | 2,834 | ||||||||||||||||
| Dividend | — | (9,000 | ) | (9,000 | ) | |||||||||||||||
| Balance at June 30, 2024 | 25 | 1 | (25,340 | ) | (25,339 | ) | ||||||||||||||
The accompanying notes on pages 8 to 35 are an integral part of these condensed consolidated interim financial statements.
3
Namib Minerals
Condensed Consolidated Interim Statements of Cash Flows
For the six months ended June 30, 2025, and 2024
($ in thousands)
| Note | June 30, 2025 | June 30, 2024 | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Cash flows from operating activities | ||||||||||||
| Profit/(loss) before taxation | $ | (8,226 | ) | $ | 13,608 | |||||||
| Adjustments: | ||||||||||||
| Unrealized exchange gains/(losses) | 8 | 67 | (286 | ) | ||||||||
| Depreciation and amortization | 14 | 2,656 | 1,666 | |||||||||
| Impairment | 14 | 185 | — | |||||||||
| Interest income | (8 | ) | — | |||||||||
| Finance charges | 11 | 828 | 1,057 | |||||||||
| Expected credit loss on trade and other receivables | 17 | 12 | 23 | |||||||||
| Expected credit loss on related party receivables | 27 | 3 | 552 | |||||||||
| Loss on scrapping of property, plant & equipment | 14 | 270 | 76 | |||||||||
| Prepayment write down | 14 | 75 | -- | |||||||||
| Remeasurement gain on financial guarantee | 30 | — | (2,746 | ) | ||||||||
| Share-based payments | 31 | — | 2,834 | |||||||||
| Non-cash items processed through related party accounts | — | 1,368 | ||||||||||
| Listing expense | 4 | 65,381 | — | |||||||||
| Fair value gain/ (loss) on warrants | 24 | (3,437 | ) | — | ||||||||
| Fair value gain/(loss) on earn-out liabilities | (56,832 | ) | — | |||||||||
| Operating cash inflows before working capital changes | 974 | 18,152 | ||||||||||
| Changes in: | ||||||||||||
| Inventories | (190 | ) | (939 | ) | ||||||||
| Trade and other receivables, net | 17 | (744 | ) | (3,313 | ) | |||||||
| Trade and other payables | 18 | 13,785 | 2,208 | |||||||||
| Prepayments | 15 | 97 | (225 | ) | ||||||||
| Related party balances | 27 | (2,883 | ) | (1,518 | ) | |||||||
| Cash generated from operations | 11,039 | 14,365 | ||||||||||
| Interest expense paid | (418 | ) | (327 | ) | ||||||||
| Interest income | 8 | — | ||||||||||
| Income taxes paid | 12 | (4,858 | ) | (2,642 | ) | |||||||
| Net cash provided by operating activities | 5,771 | 11,396 | ||||||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of property, plant and equipment (PP&E) | 14 | (4,030 | ) | (3,497 | ) | |||||||
| Investment in exploration and evaluation assets | 16 | (215 | ) | (178 | ) | |||||||
| Prepayments made toward PP&E | 15 | (1,364 | ) | (38 | ) | |||||||
| Staff loans advanced | (38 | ) | — | |||||||||
| Repayment of staff loans advanced | 32 | |||||||||||
| Net cash used in investing activities | (5,647 | ) | (3,681 | ) | ||||||||
| Cash flow from financing activities | ||||||||||||
| Loans advanced from related parties | 27 | — | 2,500 | |||||||||
| Proceeds from borrowings | 23 | 2,000 | 150 | |||||||||
| Repayment of borrowings | 23 | (1,472 | ) | (1,725 | ) | |||||||
| Dividends paid | 26 | — | (7,579 | ) | ||||||||
| Net cash provided by/(used in) financing activities | 528 | (6,654 | ) | |||||||||
| Total cash movement for the year | 652 | 1,061 | ||||||||||
| Effect of exchange rate fluctuation | (17 | ) | (21 | ) | ||||||||
| Cash and cash equivalents, net at the beginning of year | (315 | ) | 278 | |||||||||
| Cash and cash equivalents, net at period-end | 19 | $ | 320 | $ | 1,318 | |||||||
The accompanying notes on pages 8 to 35 are an integral part of these condensed consolidated interim financial statements.
4
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 1. | General information |
Organization
Namib Minerals (“Namib”) was incorporated on May 27, 2024, and is domiciled in the Cayman Islands. Namib Minerals’ registered office address is 71 Fort Street, PO Box 500, Grand Cayman, KYI-1106, Cayman Islands.
Namib Minerals, through its wholly owned subsidiaries (collectively the “Group”), is principally engaged in mining for gold and other precious and critical metals.
Fiscal Year 2024 - Reorganization Transaction
In March 2024, Greenstone Corporation (“Greenstone”) was established as an exempted company limited by shares incorporated under the laws of the Cayman Islands with its principal engagement being in mining operations for gold and other precious and critical metals in Zimbabwe. On June 17, 2024, Greenstone, a subsidiary of Namib entered a share purchase agreement (the “BMC Purchase Agreement”) with Metallon Corporation Limited (“Metallon”), a company incorporated in England and Wales and undergoing insolvency proceedings in the U.K., for the purchase of Metallon’s 100% equity interest in Bulawayo Mining Company Limited (“BMC”) in exchange for cash consideration of £53.2 million (approximately $67.3 million), payable by two specified shareholders of Greenstone (the “Guarantors”). In addition, the Guarantors agreed to indemnify Greenstone, Metallon, and the administrators appointed to oversee the Metallon insolvency proceedings (the “Administrator”), for a period of six years against any and all claims or expenses arising directly or indirectly in connection with Metallon’s sale of BMC (the “Reorganization Transaction”). The BMC Purchase Agreement further specifies all sums payable under the agreement are payable by the Guarantors, and Greenstone as purchaser, has no obligation or liability to Metallon.
As a single shareholder exercised control over both Greenstone and Metallon (the “Controlling Shareholder”), the Reorganization Transaction was determined to be an internal reorganization of entities under common control and signified a continuation of BMC’s operations, rather than the initiation of new business activities. Accordingly, the Reorganization Transaction is not within the scope of IFRS 3. The Controlling Shareholder was determined to exercise control over Greenstone through its majority ownership interest in the entity, which provided equity voting rights sufficient to exercise power over all key decision making. The Controlling Shareholder also held a majority ownership interest in Metallon and was determined to exercise control over the Administrator given the Controlling Shareholder was the largest creditor in the insolvency proceedings.
Given the Reorganization Transaction is not within the scope of IFRS 3, the Group applied the predecessor value method, and the consolidated financial statements for periods prior to the Reorganization Transaction reflect the operations of the predecessor, Bulawayo Mining Company Limited, at the carrying amounts of the financial statements of the predecessor. The purchase price of £53.2 million (approximately $67.3 million) is treated as an investment in subsidiary eliminated to equity. Similar to a stock split, differences in number of shares will be adjusted retrospectively in the statements of changes in shareholders’ deficit or equity and in earnings or loss per share.
Fiscal Year 2025 - Business Combination
| a) | Business Combination Background |
On June 5, 2025 (“Closing Date”), Namib Minerals consummated the previously announced business combination pursuant to the business combination agreement, dated as of June 17, 2024 (as amended by amendment 1 on December 6, 2024 and amendment 2 on April 14, 2025) with (i) Hennessy Capital Investment Corp. VI, a special purpose acquisition company (SPAC) incorporated in Delaware, (ii) Greenstone, an exempted company limited by shares incorporated under the laws of the Cayman Islands, (iii) Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Namib Minerals (“SPAC Merger Sub”), and (iv) Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Namib (“Greenstone Merger Sub”) (the “Business Combination”). As a result of the Business Combination, Greenstone Merger Sub merged with and into Greenstone, with Greenstone continuing as the surviving company and becoming a wholly owned subsidiary of Namib and SPAC Merger Sub merged with and into Hennessy Capital Investment Corp. VI (“HCVI”), with HCVI continuing as the surviving company, and becoming a wholly owned subsidiary of Namib Minerals. HCVI was then renamed Red Rock Acquisition Corporation. Namib Minerals ordinary shares were listed on the Nasdaq stock market under the symbol “NAMM”.
5
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| b) | Determination of Accounting Treatment and Listing Expense |
Since HCVI did not meet the definition of a business under the guidance of the IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”), IFRS 3, Business Combination (“IFRS 3”), the Business Combination was accounted for as a share-based payment transaction in accordance with IFRS 2, Share-based Payment (“IFRS 2”), and the Business Combination was accounted for as a reverse capitalization in accordance with IFRS Accounting Standards. Under this method of accounting, HCVI was treated as the acquired company for financial reporting purposes and Greenstone was treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Greenstone issuing shares for the net assets of HCVI and any difference in the fair value of the shares deemed to have been issued by Greenstone and the fair value of the accounting HCVI’s identifiable net assets represented a service received by Greenstone, and thus it was recognized as an IFRS 2 listing service expense upon consummation of the Business Combination. Refer to Note 4 - Reverse Capitalization for further information. The consolidated financial statements were prepared as a continuation of Greenstone and its subsidiaries as Greenstone is considered the accounting predecessor. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of Greenstone. The comparative financial information in relation to the shares and basic and diluted earnings (loss) per share prior to the Business Combination have been retroactively recast as shares reflecting the exchange ratio established in the Business Combination.
| c) | Earnout liability |
In accordance with the terms of the Business Combination Agreement, during the period between the close of the Business Combination and 8th anniversary of the Closing Date (the “Company Earnout Period”), Namib is obligated to issue up to 30 million Namib Ordinary Shares to the previous shareholders of Greenstone (as determined on the Closing Date), when and if the relevant milestones are achieved. The Company Earnouts are not treated as a component of the equity exchange between Greenstone and HCVI, as they compensate Greenstone shareholders and have the effect of reducing the value of the Namib Ordinary Shares issued to HCVI. The Company Earnouts are accounted for as derivative liabilities under IAS 32/IFRS 9. See Note 25 - Share capital for additional information on the Earnout liability.
The milestones are as follows:
| ● | if the Mazowe Mine Bankable Feasibility Study (BFS) Milestone is achieved during the Company Earnout Period, an aggregate of 1 million Namib Ordinary Shares will be issued to the Company Shareholders; |
| ● | if the Mazowe Mine Commercial Production Milestone is achieved during the Company Earnout Period, an aggregate of 4 million Namib Ordinary Shares will be issued to the Company Shareholders; |
| ● | if the Redwing Mine BFS Milestone is achieved during the Company Earnout Period, an aggregate of 1 million Namib Ordinary Shares will be issued to the Company Shareholders; |
| ● | if the Redwing Mine Commercial Production Milestone is achieved during the Company Earnout Period, an aggregate of 4 million PubCo Ordinary Shares will be issued to the Company Shareholders; and |
| ● | If the net present value of certain exploration projects in the Democratic Republic of the Congo, as identified in a bankable feasibility study, is greater than or equal to $1 billion, an aggregate of 10 million Company ordinary shares will be issued to the former Greenstone shareholders, with an additional 10 million shares if such net present value is greater than or equal to $2 billion during the Company Earnout Period. |
6
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| d) | Warrants liability |
In accordance with the terms of the Business Combination Agreement, The Warrants (“Warrants”) issued are a replacement of the SPAC Warrants and represent liabilities assumed in the Business Combination. The Warrants are not part of the consideration issued by Greenstone to acquire HCVI. The Warrants are derivative liabilities under IAS 32/IFRS 9. See Note 24 - Warrants for additional information on the Warrants liability.
| e) | Excise duty |
As a result of the Business Combination, Namib assumed the responsibility for the excise tax liability incurred by HCVI and payable subsequent to the Closing Date. According to the Business Combination Agreement, Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “SPAC Sponsor”) has agreed to fully indemnify Namib for this liability. Accordingly, an indemnification asset related to the excise tax of $3.6 million has been recognized.
| 2. | Basis of presentation |
Statement of compliance
The condensed consolidated interim financial statements of the Group have been prepared on a going concern basis, in accordance with IAS 34, as issued by the IASB.
These condensed consolidated interim financial statements follow the same significant accounting policies as those included in the Group’s most recent audited consolidated financial statements. Management believes that all adjustments that are required for a proper presentation of the financial information are incorporated in these condensed consolidated interim financial statements, except for the adoption of the new or revised standards, amendments and/or interpretations that became mandatory for periods beginning on or after January 1, 2025.(see note 3)
The condensed consolidated interim financial statements of the Group were approved for issue by the Group’s Board of Directors on September 30, 2025.
Basis of measurement
These condensed consolidated interim financial statements have been prepared on the historical cost basis and are presented in United States dollars (“$”, or “US Dollars”), which is also the functional currency of the Group. All financial information has been presented in thousands, unless otherwise indicated.
| 3. | Material accounting policies |
These condensed consolidated interim financial statements follow the same significant accounting policies as those included in the Group’s most recent audited consolidated financial statements for the year ended December 31, 2024.
7
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
Accounting pronouncements
Standards issued but not yet effective
IFRS 18
In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and disclosure in Financial Statements, which replaces IAS 1, Presentation of Financial Statements. The new standard is a result of the IASB’s Primary Financial Statements project, which is aimed at improving comparability and transparency of communication in financial statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including the specified totals and subtotals, requires disclosure of management-defined performance measures, and includes new requirements for aggregation and disaggregation of financial information. IFRS 18 is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted and must be disclosed. The Group is currently assessing the impact of the new IFRS 18 requirements on its consolidated financial statements.
Amendment to IFRS 9 and IFRS 7
In May 2024, the International Accounting Standards Board issued an amendment to IFRS 9 and IFRS 7, Classification and Measurement of Financial Instruments. This amendment intends to clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system, clarify and add further guidance for assessing whether a financial asset meets the principal-and-interest-only payment (SPPI) criterion, add new disclosures for certain instruments with contractual terms that may change cash flows (such as some instruments with features linked to the achievement of environmental, social and governance (ESG) goals); and make updates to disclosures for equity instruments designated at fair value through other comprehensive income. The amendment is effective for reporting periods beginning on or after January 1, 2026, with earlier application permitted. The Group is currently assessing the impact of the new requirements under IFRS 7 and IFRS 9 on its consolidated financial statements.
Annual improvements to IFRS Accounting Standards — Volume 11
On July 18, 2024 the International Accounting Standards Board (IASB) issued the Annual Improvements to IFRS Accounting Standards-Volume 11. The IASB’s annual improvements are limited to amendments that either clarify the wording of an IFRS standard or correct relatively minor unintended consequences, oversights or conflicts between requirements in the standards.
The amendments contained in the Annual Improvements relate to:
| ● | IFRS 1 First-time Adoption of International Financial Reporting Standards — Hedge Accounting by a First-time Adopter |
IFRS 7 Financial Instruments: Disclosures:
| ● | Gain or loss on derecognition |
| ● | Disclosure of differences between the fair value and the transaction price |
| ● | Disclosures on credit risk |
IFRS 9 Financial Instruments:
| ● | Derecognition of lease liabilities |
| ● | Transaction price |
| ● | IFRS 10 Consolidated Financial Statements — Determination of a ‘de facto agent’ |
| ● | IAS 7 Statement of Cash Flows — Cost Method. |
The amendment is effective for reporting periods beginning on or after January 1, 2026, with earlier application permitted. The Group is currently assessing the impact of the new requirements on its consolidated financial statements.
8
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
Standards recently adopted
Amendments to IAS 21
In 2023, the IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, which creates a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the disclosures required. The amendments clarify the treatment of exchange differences arising from the translation of foreign currency transactions. It specifies that exchange differences should be recognized in profit or loss unless they relate to a foreign operation, in which case they should be recognized in other comprehensive income.
The Group adopted this standard on January 1, 2025. The amendments did not have a material impact on the Group’s condensed consolidated interim financial statements. The Group determined that no other IAS standards, amendments to IAS standards, and interpretations to IAS standard adopted in the periods presented have a material impact on the Group’s condensed consolidated interim financial statements.
| 4. | Reverse Capitalization |
On June 17, 2024, the Company entered into a Business Combination Agreement with Greenstone, HCVI, SPAC Merger Sub, and Greenstone Merger Sub, for a proposed Business Combination. Under the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), among other matters, (a) SPAC Merger Sub merged with and into HCVI, with HCVI continuing as the surviving company bringing net assets of $7,002,000 and, in connection therewith, each issued and outstanding security of HCVI immediately prior to the effective time of the Business Combination was no longer outstanding and was automatically cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Namib; (b) Greenstone Merger Sub merged with and into Greenstone, with Greenstone continuing as the surviving company, and, in connection therewith, the ordinary shares of Greenstone (“Greenstone Shares”) issued and outstanding immediately prior to the Business Combination were cancelled in exchange for the right of the holders thereof to receive ordinary shares of Namib (“Namib Ordinary Shares”) and the difference in value of $4,000 impacted the Share premium and Share capital accounts; and (c) as a result of the mergers, HCVI and Greenstone each became wholly-owned subsidiaries of Namib, and Namib Ordinary Shares were listed on the Nasdaq stock market, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.
The Business Combination was approved by HCVI’s shareholders at the Extraordinary General Meeting on May 6, 2025. HCVI’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. On June 6, 2025, the Namib Ordinary Shares commenced trading on the Nasdaq stock market under the symbol “NAMM”.
As a result of the Business Combination:
| ● | All outstanding HCVI Class A and Class B shares were cancelled in exchange for 3,927,469 Namib Ordinary Shares. (includes HCVI Class A Shares of 107,469 and HCVI Class B Shares of 3,820,000) |
| ● | Namib issued 880,000 Namib Ordinary Shares in satisfaction of the Polar loans. |
| ● | All outstanding Greenstone shares were cancelled in exchange for 48,869,960 Namib Ordinary Shares. |
The Business Combination was consummated on June 5, 2025. Following the Business Combination, the ownership structure of Namib was as follows:
| Number of Ordinary Shares | % of Ownership | |||||||
| Sponsor, Polar, and Permitted Transferees | 4,575,000 | 9 | % | |||||
| Other Initial Shareholders | 125,000 | 0 | % | |||||
| SPAC Public Stockholders | 107,469 | 0 | % | |||||
| Greenstone Rollover Shares | 48,869,960 | 91 | % | |||||
| Total | 53,677,429 | 100 | % | |||||
9
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
Reverse capitalization
As discussed in Note 1, the Business Combination was accounted for as a reverse acquisition in accordance with IFRS Accounting Standards. The consolidated assets, liabilities and results of operations are those of Greenstone for all prior periods presented. As such, the basic and diluted earnings per share related to Greenstone prior to the Business Combination have been retroactively recast based on shares reflecting the exchange ratio established in the Business Combination.
Share listing expenses under IFRS 2
As further discussed in Note 1, since the Business Combination was accounted for in accordance with IFRS 2, the difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets represented a service received by the accounting acquirer, and thus was recognized as an expense upon consummation of the Business Combination.
Upon Closing, the excess fair value of the equity
interests deemed to have been issued to HCVI as consideration over the fair value of HCVI’s identifiable net assets was recognized
as listing expense in the amount of $65.4 million in the consolidated statements of profit or loss and other comprehensive
income (loss) for the six months ended June 30, 2025. The fair value of the equity interests was measured at the closing market price
of HCVI’s publicly traded shares on June 5, 2025, which was $11.40 per share. See below for details.
| Fair value of Namib Ordinary Shares issued to HCVI Public Stockholders (107,469 shares at $11.40) | 1,225,147 | |||
| Fair value of Namib-Ordinary Shares issued to HCVI Sponsor and Anchor Investors (3,820,000 shares at $11.40) | 43,548,000 | |||
| Fair value of all the consideration issued by target to acquire the HCVI | 44,773,147 | |||
| Less: Net assets of HCVI | 20,607,995 | |||
| Total share listing expense | 65,381,142 |
Other transaction-related costs in connection with the Business Combination
For the six months ended June 30, 2025, and June 25, 2024, the Company incurred transaction-related costs in connection with the Business Combination of $10,219,697 and $2,158,000 respectively, excluding the share listing expenses under IFRS 2 discussed above. These transaction-related costs, primarily consisting of professional service fees such as legal and accounting services, were recorded in administrative expenses in the consolidated statements of profit or loss and other comprehensive income (loss).
10
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 5. | Revenue |
| How Mine | Redwing Mine | Total | ||||||||||||||||||||||
| Six months ended | ||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Gold sales | $ | 36,360 | 41,763 | — | 127 | 36,360 | 41,890 | |||||||||||||||||
| Silver sales | 23 | 27 | — | — | 23 | 27 | ||||||||||||||||||
| Revenue recognized at a point in time | $ | 36,383 | 41,790 | — | 127 | 36,383 | 41,917 | |||||||||||||||||
| Total ounces of gold sold(1) | 12,226 | 19,611 | — | 61 | 12,226 | 19,672 | ||||||||||||||||||
| Net work in progress (oz) | 447 | 700 | — | — | 447 | 700 | ||||||||||||||||||
| Gold produced (oz) | 12,741 | 19,704 | — | 61 | 12,741 | 19,765 | ||||||||||||||||||
| Tonnes milled (kt) | 236 | 239 | — | 2 | 236 | 241 | ||||||||||||||||||
| Grade (g/t) | 1.9 | 2.8 | * | * | 1.9 | 2.8 | ||||||||||||||||||
| Recovery (%) | 89 | 91 | * | * | 89 | 91 | ||||||||||||||||||
| Net realized gold price(1) ($/oz) | $ | 2,827 | 2,023 | — | 2,076 | 2,827 | 2,023 | |||||||||||||||||
| (1) | Gold sales are less than gold produced due to acceptable weight differences between internal results and final approved results after assaying at Fidelity. Net realised gold price is after the deduction of royalties. |
| * | In the absence of an assay-determined feed grade, recovery percentages cannot be calculated. The reported gold revenue was derived solely from the recycling of previously treated sands, with no assays conducted during the gold production process. |
| 6. | Production costs |
Production costs include salaries and wages on mine administration, consumable materials and electricity and other related costs incurred in the production of gold. Production costs for the six months ended June 30, 2025 and 2024 are summarized below.
| Six months ended | ||||||||
| (in thousands ‘000’) | June 30, 2025 | June 30, 2024 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Staff costs (see Note 9) | $ | 6,508 | $ | 7,459 | ||||
| Stores | 4,806 | 4,584 | ||||||
| Power production | 3,721 | 3,742 | ||||||
| Site administrative costs | 2,572 | 2,269 | ||||||
| Repairs and renewals | 709 | 711 | ||||||
| Fuel costs | 99 | 185 | ||||||
| Transport | 39 | 52 | ||||||
| Contract mining | - | 9 | ||||||
| Other | 6 | 8 | ||||||
| Production costs | $ | 18,460 | $ | 19,019 | ||||
11
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 7. | Administrative expenses |
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Staff costs (see Note 9) | $ | 2,870 | $ | 4,157 | ||||
| General and administrative costs | 510 | 472 | ||||||
| Fines and penalties | 287 | 33 | ||||||
| Bank charges | 306 | 343 | ||||||
| Fuel costs | 25 | 92 | ||||||
| Directors’ fees | 263 | 144 | ||||||
| Welfare costs | 33 | 92 | ||||||
| Stores | 26 | 56 | ||||||
| Travel(1) | 2,019 | 574 | ||||||
| Audit fees | 338 | 400 | ||||||
| Legal fees (1) | 2,336 | 232 | ||||||
| Loss on asset disposition | 270 | 76 | ||||||
| Stock write off | 75 | - | ||||||
| Consultancy fees(1) | 6,348 | 1,193 | ||||||
| Administrative expenses | $ | 15,706 | $ | 7,864 | ||||
| (1) | — Included in consultancy, legal, and travel expenses of $10,220k for the six months ended June 30, 2025 (2024: $2,158k) is not of a recurring nature and primarily relates to the Reorganization Transaction and the Business Combination, as described in Note 1 & 4. |
| 8. | Foreign exchange gain/(loss) |
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Foreign exchange gain/(loss) | $ | (50 | ) | $ | 654 | |||
The change in the foreign exchange gain is the result of fluctuating exchange rates and the volume of transactions denominated in a currency other than our reporting currency. The Group’s exposure to foreign currency exchange movement is primarily related to historical liabilities associated with the three mines which are denominated in ZiG. The Group also has limited exposure to historical liabilities at the Mazowe Mine which are denominated in ZAR (which the Company converted to ZiG as of April 5, 2024 in accordance with the Reserve Bank of Zimbabwe Monetary Statement issued on April 5, 2024). Greater than 90% of the Group’s transactions are denominated in USD.
12
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 9. | Staff costs and employee information |
The aggregate payroll costs of the employees charged in the condensed consolidated interim statement of profit or loss and other comprehensive income was as follows:
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Wages and salaries | $ | 8,324 | $ | 7,984 | ||||
| Share-based payments | - | 2,834 | ||||||
| Pension | 572 | 478 | ||||||
| Social security contributions and similar taxes | 482 | 320 | ||||||
| Total | $ | 9,378 | $ | 11,616 | ||||
| 10. | Other income |
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Milling recoveries and royalties | $ | 52 | 343 | |||||
| Insurance proceeds | - | 176 | ||||||
| Non-Refundable commitment fee (1) | 100 | - | ||||||
| Rental income | 34 | 39 | ||||||
| Scrap sales | 26 | 3 | ||||||
| Other income | $ | 212 | $ | 561 | ||||
| 1. | A non-refundable commitment fee of $100,000 was received from Joy Mining on signing a satellite mining contract. The amount has been recognized as Other Income as it was not linked to ongoing performance obligations under the agreement. |
| 11. | Finance cost |
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Interest expense, borrowings | $ | 332 | $ | 335 | ||||
| Interest expense, other creditors and overdraft facilities | 348 | 246 | ||||||
| Unwinding of discount(1) | 148 | 476 | ||||||
| Finance cost | $ | 828 | $ | 1,057 | ||||
| (1) | The unwinding of discount relates to the provision for rehabilitation costs. Refer to Note 20 for further details. |
| 12. | Taxation |
Taxation expense
| Six months ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current tax | $ | 3,949 | $ | 4,467 | ||||
| Deferred tax (benefit)/charge | (276 | ) | (34 | ) | ||||
| Taxation expense | $ | 3,673 | $ | 4,433 | ||||
13
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
The income tax rate is 25.75% for both the 2024 and 2025 periods. Accordingly, the deferred tax balance as of December 31, 2024, and June 30, 2025, has been calculated using this rate.
The change in the effective tax rate is primarily due to the How Mine being the only tax-incurring segment within the Group. For the six months ended June 30, 2024, other Group segments, excluding How Mine, had significant cumulative losses, reducing consolidated profit before tax and increasing the effective tax rate. Refer to Note 29 for each segment’s profit and loss before taxation for the six months ended June 30, 2025, and 2024. The effective statutory rates are 25.75% for the How Mine, Redwing Mine, and Mazowe Mine entities, 19% for Bulawayo Mining Company Limited, and 0% for Greenstone Corporation and Namib Minerals entities.
| 13. | Earnings per share |
Weighted average number of shares — Basic earnings per share
Refer to Note 1 for more information on the Reorganization Transaction that occurred on June 6, 2025.
The calculation of basic and diluted earnings per share for the six months ended June 30, 2025, and 2024 was calculated as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Profit/(Loss) for the year attributable to owners of the Group (basic and diluted) | $ | (11,899 | ) | $ | 9,175 | |||
| Basic and diluted weighted average shares outstanding | 49,560 | 48,870 | ||||||
| Basic and diluted earnings/(loss) per share | $ | (0.24 | ) | $ | 0.19 | |||
As discussed in detail in Note 4, the Company’s basic and diluted earnings (loss) per share related to Namib prior to the Business Combination have been retroactively recast based on shares reflecting the exchange ratio established in the Business Combination.
Basic EPS is calculated by dividing profit or loss attributable to owners of the Group by the weighted average shares outstanding during the period.
Diluted EPS reflects the potential dilution that might occur if warrants were converted into shares.
Impact of Warrants and Earnout on earnings per share (“EPS”) calculation
| ● | Warrants: For Basic EPS, the warrants are not included in the calculation until they are exercised into
shares. For Diluted EPS, warrants are included in the calculation to the extent they are in the money as of the reporting date and have
a dilutive effect. In that instance, a numerator is adjusted for the fair value changes that would have occurred if warrants have been
classified entirely as an equity instrument, net of tax effect while a denominator impact is determined using the treasury stock method |
| ● | Earnout: earnout shares are not included in basic and diluted EPS calculations denominator until the performance conditions for their issuance have been met as of the end of the reporting period. When those conditions are satisfied, the shares will be included in diluted EPS with an assumption that the reporting period end is the end of the contingency period. |
See Note 24 - Warrants and Note 25 - Share capital for further information.
14
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 14. | Property, plant and equipment, net |
June 30, 2025
| Cost | Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Balance at January 1, 2025 | $ | 38,479 | $ | 2,128 | $ | 77,241 | $ | 2,077 | $ | 12,875 | $ | 132,800 | ||||||||||||
| Additions (1) | 1,000 | — | 1,165 | 358 | 1,739 | 4,262 | ||||||||||||||||||
| Change in Rehabilitation asset estimate | — | — | 428 | — | — | 428 | ||||||||||||||||||
| Transfer into/within property, plant and equipment | 371 | — | 69 | — | (69 | ) | 371 | |||||||||||||||||
| Derecognition | — | — | (830 | ) | — | — | (830 | ) | ||||||||||||||||
| Balance at June 30, 2025(2) | $ | 39,850 | $ | 2,128 | $ | 78,073 | $ | 2,435 | $ | 14,545 | $ | 137,031 | ||||||||||||
| Accumulated Depreciation and Impairment | Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| At January 1, 2025 | $ | 27,760 | $ | 1,935 | $ | 64,156 | $ | 1,499 | $ | 406 | $ | 95,756 | ||||||||||||
| Depreciation | 1,280 | 13 | 1,238 | 125 | — | 2,656 | ||||||||||||||||||
| Impairment (3) | — | — | 185 | — | — | 185 | ||||||||||||||||||
| Derecognition | — | — | (560 | ) | — | — | (560 | ) | ||||||||||||||||
| At June 30, 2025(2) | $ | 29,040 | 1,948 | 65,019 | $ | 1,624 | $ | 406 | $ | 98,037 | ||||||||||||||
| Mining assets | Land & buildings | Plant & equipment | Fitttings & motor vehicles | Capital work in progress | Total | |||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Cost | $ | 39,850 | $ | 2,128 | $ | 78,073 | $ | 2,435 | $ | 14,545 | $ | 137,031 | ||||||||||||
| Accumulated depreciation and impairment | 29,040 | $ | 1,948 | $ | 65,019 | $ | 1,624 | $ | 406 | $ | 98,037 | |||||||||||||
| Net book value | $ | 10,810 | $ | 180 | $ | 13,054 | $ | 811 | $ | 14,139 | $ | 38,994 | ||||||||||||
| (1) | — Additions of $0.4 million were included in trade payables as of June 30, 2025. |
| (2) | — The cost basis and the balance of accumulated depreciation and impairment contain assets which are fully depreciated but remain in service. As of June 30, 2025, the initial costs of the fully depreciated assets which remain in service was $0.6 million. |
| (3) | —The impairment charge relates to the change in the rehabilitation asset (see note 20) for both Mazowe Mining Company (MMC) and Redwing Mining Company (RMC). The carrying amount was immediately impaired due to the non-operational status of these mines. |
15
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 15. | Prepayments |
15.1 Short-term prepayments
June 30, 2025 | December 31, 2024 | |||||||
| Inventory | $ | 205 | $ | 546 | ||||
| Prepaid expenses | 173 | 2 | ||||||
| Short-term prepayments | $ | 378 | $ | 548 | ||||
15.2 Long-term prepayments
| June 30, 2025 | December 31, 2024 | |||||||
| Property, plant, and equipment | $ | 5,286 | $ | 3,922 | ||||
| Long-term prepayments | $ | 5,286 | $ | 3,922 | ||||
| 16. | Exploration and evaluation assets, net |
| Cost | Exploration and evaluation assets | |||
| (Unaudited) | ||||
| Balance as of January 1, 2025 | $ | 1,613 | ||
| Additions | 214 | |||
| Transfers to property, plant & equipment | (371 | ) | ||
| Balance at June 30, 2025 | 1,456 | |||
| Accumulated Impairment | ||||
| Balance as of January 1, 2025 | 626 | |||
| Balance at June 30, 2025 | $ | 626 | ||
| Carrying value | ||||
| As of June 30, 2025 | $ | 830 | ||
| As of December 31, 2024 | $ | 987 | ||
16
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 17. | Trade and other receivables, net |
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Royalty receivables | $ | 2,136 | $ | 2,136 | ||||
| Trade receivables(1) | 1,058 | 2,114 | ||||||
| Other receivables(2) | 699 | 434 | ||||||
| VAT receivables(3) | 2,553 | 1,321 | ||||||
| Allowance for credit losses(4) | (2,265 | ) | (2,253 | ) | ||||
| Trade and other receivables, net | $ | 4,181 | $ | 3,752 | ||||
| (1) | The Group’s trade receivables balance primarily relates to gold sales with Fidelity. The Group’s royalty receivables balance relates to a subcontracting arrangement through which the Group earned a royalty on precious metals extracted by a third-party miner from the Redwing mine and is fully provisioned for credit loss |
| (2) | Included in other receivables is a balance of $0.2 million (2024: $0.2 million) relating to advances made to staff at How Mine under retention arrangements. |
| (3) | VAT receivables are presented after balances are offset against other taxes approved by Zimbabwe Tax authorities. During 2024, the Group has offset VAT receivables equating to $2.5 million and to $0.4 million in 2025. |
| (4) | Included in the expected credit loss provision are amounts of $2.1 million relating to royalties receivable and $0.1 million relating to rentals |
Allowance for credit losses
| (Unaudited) | ||||
| Balance at January 1, 2024 | $ | 2,240 | ||
| Additions | 23 | |||
| Balance at June 30, 2024 | $ | 2,263 | ||
| Balance at January 1, 2025 | $ | 2,253 | ||
| Additions | 12 | |||
| Balance at June 30, 2025 | $ | 2,265 | ||
17
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 18. | Trade and other payables |
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Trade payables | $ | 10,003 | $ | 8,371 | ||||
| Employee payables | 11,511 | 8,756 | ||||||
| Other taxes and security payments(1) | 10,605 | 8,904 | ||||||
| VAT payable | 1,992 | 1,897 | ||||||
| Accruals | 10,757 | 3,523 | ||||||
| Trade and other payables | $ | 44,868 | $ | 31,451 | ||||
| (1) | VAT receivables are presented after balances are offset against other taxes approved by Zimbabwe Tax authorities. During 2024, the Group has offset VAT receivables equating to $2.5 million and to $0.4 million in 2025. |
| (2) | As of June 30, 2025, the Company owed BDO South Africa Incorporated $315,450 related to the historical audits and the interim review performed. This amount was settled in full subsequent to the period end. |
| 19. | Cash and cash equivalents, net |
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Petty cash | $ | 54 | $ | 273 | ||||
| Bank balances | 1,276 | 425 | ||||||
| Cash and cash equivalents | $ | 1,330 | $ | 698 | ||||
| Bank overdraft | (1,010 | ) | (1,013 | ) | ||||
| Cash and cash equivalents, net | $ | 320 | $ | (315 | ) | |||
Bank ABC Zimbabwe Overdraft Facility Agreement
In July 2024, the Group entered into an overdraft facility agreement with Banc ABC Zimbabwe (“Overdraft Facility Agreement”) providing an overdraft facility of $1.0 million (“Overdraft Facility”) available to be drawn until October 31, 2025. The Overdraft Facility Agreement was entered into to finance working capital requirements and capital expenditures and has an interest rate equal to the base lending rate quoted by African Banking Corporation of Zimbabwe Limited plus a margin of 2% per annum calculated on the daily balance outstanding. The Group drew the full Overdraft Facility amount of $1.0 million in July 2024. The Overdraft Facility imposes the same covenants on the Group as the December 9, 2024, facility agreement the Group holds with Banc ABC Zimbabwe, which are detailed in Note 22. As of September 2025, Bank ABC Zimbabwe is rated ‘BB’ with a Stable Outlook by ICRA Rating Agency DMCC, reflecting moderate credit risk within the local banking environment.
18
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 20. | Provision for rehabilitation costs |
Site restoration relates to the estimated cost of closing down the mines and projects and represents the site and environmental restoration costs estimated to be paid as a result of mining activities or previous mining activities. For the How Mine, site restoration costs are capitalized in property, plant and equipment with an increase in the provision at the net present value of the estimated future and inflated cost of site rehabilitation. Subsequently the capitalized costs are amortized over the life of the mine and the provision is unwound over the period to estimated restoration.
Reconciliation of provision for rehabilitation costs:
| (Unaudited) | ||||
| Opening balance as of January 1, 2025 | $ | 26,389 | ||
| Change in estimate | 428 | |||
| Unwinding of discount | 148 | |||
| Closing balance as of June 30, 2025 | $ | 26,965 | ||
The discount rate used in calculating the present value of the How Mine’s provision for rehabilitation costs is based on U.S. treasury bond rates, and the cash flows are estimated at an average 2.3% inflation (2024: 2.4%). At June 30, 2025, How Mine’s provision for rehabilitation costs is calculated using a 4.04% discount rate (2024: 4.6%), with gross rehabilitation costs amounting ‘to $7.8 million. For Redwing Mine and Mazowe Mine, the rehabilitation provision will be equal to the gross rehabilitation costs as determined at December 31, 2024 of $11.8 million and $8.1 million respectively with the cash flows estimated at an average 2.79% inflation (2024: -) without discounting, due to uncertainty over the LOM in regards to depletion rates as the mines are currently not operational.
As of June 30, 2025, the Group estimates costs for environmental rehabilitation will begin to be incurred for its How Mine in 2032. With respect to the Group’s Redwing Mine and Mazowe Mine, the timing of rehabilitation costs to be incurred is dependent on the timing of the Group restarting each mine’s operations and will be determined in a future period.
The change in estimates arose following a change in the market discount rate and the inflation rate as at June 30 2025. This change in estimate of $0.4 million comprises $0.2 million for the How Mine, $0.08 million for the Mazowe Mine, and $0.1 million for the Redwing Mine
| 21. | Contingent liabilities |
The Group is subject to various claims that arise in the normal course of business. The Group has determined the current claims are not probable to succeed. Accordingly, no contingent loss provisions have been recognized or disclosed for the six months ended June 30, 2025 and 2024.
19
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 22. | Commitments |
The Group had purchase commitments for capital assets as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Commitments | $ | 2,865 | $ | 1,407 | ||||
| 23. | Borrowings |
23.1 Short-term borrowings
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Short-term notes | $ | 4 | $ | 515 | ||||
The Group has short-term notes with various lenders which have maturity terms up to twelve months. The short-term notes do not have any collateral or covenants. The interest rates on short-term borrowings range from 8% to 10% per annum.
| (Unaudited) | ||||
| Beginning balance, January 1, 2025 | $ | 515 | ||
| Proceeds | 488 | |||
| Interest paid | (82 | ) | ||
| Interest accrued | 82 | |||
| Transaction fees | 11 | |||
| Repayments | (1,010 | ) | ||
| Ending balance, June 30, 2025 | $ | 4 | ||
20
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 23.2 | Banc ABC Zimbabwe Loan |
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Banc ABC Zimbabwe Loan – current | $ | 1,300 | $ | 626 | ||||
| Banc ABC Zimbabwe Loan – non-current | 2,238 | 1,374 | ||||||
| Total | 3,538 | 2,000 | ||||||
| (Unaudited) | ||||
| Beginning balance, January 1, 2025 | $ | 2,000 | ||
| Proceeds | 2,000 | |||
| Interest paid | (250 | ) | ||
| Interest accrued | 250 | |||
| Repayments | (462 | ) | ||
| Ending balance, June 30, 2025 | $ | 3,538 | ||
On December 9 2024, the Group entered into a facility agreement with Banc ABC Zimbabwe (“Facility Agreement”) pursuant to which (i) the amount outstanding under the existing Term Loan of $0.5 million expiring on December 31, 2024 is maintained, (ii) the amount outstanding under the existing Overdraft Facility (see note 19) of $1.0 million expiring on October 31, 2025 is maintained, and (iii) $4.0 million is available to be drawn in term loans until September 30, 2025 repayable 36 months from drawdown. The Facility Agreement was entered into to finance capital improvements, providing a combined “Term Loan” and “Call Loan” facility with a maximum aggregate limit of USD 4,000,000. The Term Loan allows the Group to borrow funds repayable in instalments over 3 years from the drawdown date (available for drawdown until September 2025). The interest rate on borrowings under the Loan agreement consist of a base rate. The base rate on the Group’s Term Loan borrowings is 15% per annum which is based on the base lending rate quoted by the African Banking Corporation of Zimbabwe Limited. The Call Loan option offered payment terms of up to 90 days, with interest rates determined at Banc ABC Zimbabwe’s discretion.
To secure the Facility Agreement, the Group has provided the following collateral: a USD 4,080,555 notarial bond over property, plant, and equipment of Bulawayo Mining Company Limited; new equipment purchased shall be specified in a security agreement and shall be perfected by way of registration of a notice of security interest; a hypothecation of USD 15,000,000 over mining leases; an unlimited guarantee from Metallon Corporation Limited; and a cession of insurance over the pledged assets.
The Facility Agreement imposes covenants on the Group, including the obligation to channel monthly deposits of at least USD 2,000,000 of which USD 1,500,000 is expected to be in united states dollars through designated accounts, with a penalty interest of 10% per annum for non-compliance. Additionally, the Group must maintain a Debt Service Coverage Ratio of at least 1.2:1 and establish a sinking fund using monthly deposits to ensure timely loan repayment upon maturity. As of June 30, 2025, the Group had a Debt Service Coverage Ratio of 2.0:1. The Group was in compliance with all covenants under the Facility Agreement as of June 30, 2025, and 2024. As of June 30, 2025, and 2024, the carrying amount of the borrowings approximated their fair value.
21
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 24. | Warrants |
Pursuant to Business Combination Agreement, the Company issued Company warrants (“Warrants”) as a replacement for SPAC Warrants. Each SPAC Warrant issued by HCVI ceased to represent a right to acquire the number of shares of SPAC Common Stock and was converted into a right to acquire the same number of the Namib Ordinary Shares (the “Warrants”) on substantially the same terms as were in effect immediately prior to the close of the Business Combination. The warrants were not considered part of the consideration and classified as derivative liabilities as they did not meet equity classification requirements under IAS 32. All changes in fair value are reflected in the current year profit and loss. (see note 1). Each Warrant became exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement. The Warrants have an exercise price of $11.50 per share, subject to adjustments, and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.
As of June 5, 2025, warrants were recognized at fair value of $7,059,150. As of June 30, 2025, the fair value of these warrants was $3,622,459, resulting in a remeasurement gain of $3,436,691 recognized included in the Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income. The change in fair value was driven by changes in the Company warrant prices.
For the discussion around impact of warrants on earnings per share calculation, refer to Note 13 – Earnings per share
| 25. | Share capital |
Based on the second amended and restated memorandum of association the Group’s authorized share capital consists of 500,000,000 ordinary shares with a par value of $0.0001 and the Group’s issued and outstanding share capital consists of 53,677,429 ordinary shares, each with a $0.0001 par value. Refer to Note 1 for description of the Reorganization Transaction that occurred on June 17, 2024 and Note 4 for further details on reverse capitalization.
| ($ represent unrounded amounts) | Number of fully paid shares | Amount | ||||||
| (Unaudited) | (Unaudited) | |||||||
| January 1, 2024 | 1,000 | $ | 1,000 | |||||
| Shares issued | — | — | ||||||
| June 30, 2024 | 1,000 | $ | 1,000 | |||||
| January 1, 2025 | 1,000 | 1,000 | ||||||
| Issuance of shares to HCVI shareholders upon reverse capitalization | 4,807,469 | 481 | ||||||
| Impact of reverse capitalization | 48,868,960 | 3,887 | ||||||
| June 30, 2025 | 53,677,429 | $ | 5,368 | |||||
The following describes the nature and purpose of each reserve within the condensed consolidated interim statement of changes in equity:
| Reserve | Description and purpose | |
| Share capital | The nominal value of shares issued. | |
| Retained earnings/deficit | Cumulative net gains and losses recognized in the condensed consolidated interim statements of profit or loss and other comprehensive income. |
22
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
Business Combination and Issuance of Equity Shares
As described in Note 1 & 4 - Reverse Capitalization, the Company completed the Business Combination on June 5, 2025. In connection with the transaction, the Company issued 53,677,429 Ordinary Shares, each with a par value of $0.0001. These shares have been issued as part of the acquisition consideration provided to the SPAC shareholders in exchange for the SPAC’s net assets and listing status.
Earnout shares
In accordance with the terms of the Business Combination Agreement, the Former Greenstone Shareholders are entitled to receive up to 30.0 million additional Ordinary Shares during the eight-year period following the Closing Date. The Earnout Shares are contingent upon the achievement of specific operational and valuation milestones, as disclosed in note 1. In the event of a change of control of the Company during the Earnout Period, all such milestones shall be deemed to have been satisfied and any Earnout Shares not previously issued shall be issued immediately prior to the consummation of such change of control. The arrangement is accounted for as a derivative financial liability and is not considered part of consideration. It will be revalued each reporting period to reflect fair market value, with any changes recorded in profit or loss.
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. IFRS 13 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets. |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
The earnout liability was recorded based on the expected timing of achievement of the operational and valuation milestones, with those able to be achieved within the next 12 months recorded as a short-term liability, and those over 12 months as a long-term liability. As of June 5, 2025, the Group recognized the short-term and long-term portions of the earnout liability at a fair value of $57.0 million and $111.7 million, respectively, with the total earnout liability recognized at $168.7 million.
The fair value of the earnout liability was remeasured to $111.9 million on June 30, 2025, resulting in a $19.2 million decrease to the short-term portion and a $37.6 million decrease to the long-term portion of the liability. The fair value of the earnout liability was determined using a probability-weighted undiscounted cash flow approach with no discount rate adjustment, considering the probability of achieving milestones (Level 3 input), and using the assumed stock price (Level 1 input: $11.40 and $7.56 as of June 5, 2025 and June 30, 2025, respectively). A sensitivity analysis was performed to assess the impact of changes in the assumed stock price with a stock price range of $15.0 to $31.2, resulting in a potential aggregate value of the Company Earnout Shares range of $222.0mil to $462.1mil.
23
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| Short-Term Earnout Liability | Long-Term Earnout Liability | Total | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Fair Value as of June 5, 2025 | $ | 57,000 | $ | 111,720 | $ | 168,720 | ||||||
| Fair Value as of June 30, 2025 | 37,800 | 74,088 | 111,888 | |||||||||
| Remeasurement (Gain)/Loss | $ | (19,200 | ) | $ | (37,632 | ) | $ | (56,832 | ) | |||
For the discussion around an impact of earnout on earnings per share calculation, refer to Note 13 – Earnings per share.
| 26. | Dividends |
The following dividends were declared by the Group and issuable to Metallon Corporation Limited, the Group’s former parent company prior to the Reorganization Transaction described in Note 1, during the six months ended June 30, 2025 and 2024 ($ in thousands, except per share amounts):
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $0 per qualifying ordinary share(1) (2024: $9,000) | $ | - | $ | 9,000 | ||||
| (1) | — Per share amounts calculated based on 1,000 shares. See Note 21. |
For the six months ended June 30, 2024, the Group declared $9 million in dividends to its previous shareholders in three instalments: $5 million on January 12, 2024, $1 million on April 30, 2024, and $3 million on May 20, 2024.
The following dividends were paid by the Group during the six months ended June 30, 2025 and 2024 and were issued to Metallon Corporation Limited:
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $0 per qualifying ordinary share(1) (2024: $7,579) | $ | - | $ | 7,579 | ||||
| 27. | Related party balances and transactions |
The Southern Selliben Trust (“Trust”), Mzi Khumalo, Nostro Heritage Foundation , Niota Foundation, South Rivers Foundation , and Red Richmond Foundation are former shareholders of Greenstone and now shareholder of Namib.
24
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
The Group’s related party payables balance relates to expenses incurred by the Group which were paid by Metallon Corporation Limited, Metallon Management Services, and Metallon Gold Zimbabwe, an affiliate of Metallon, of which Mzi Khumalo is a significant shareholder of all entities. As of June 30, 2025, an offset agreement is in place between the Group and Metallon, allowing the Group to net its receivable and payable balances held with Metallon. The related party balances are unsecured, bear no interest, and do not have fixed repayment terms.
| Related party receivables | June 30, 2025 | December 31, 2024 | ||||||
| Unaudited | ||||||||
| Metallon Corporation Limited (US) | $ | 255 | $ | 765 | ||||
| Total | $ | 255 | $ | 765 | ||||
| Related party payables | June 30, 2025 | December 31, 2024 | ||||||
| Unaudited | ||||||||
| Metallon Corporation Limited | $ | - | $ | 2,248 | ||||
| Metallon Gold Zimbabwe | - | 1,138 | ||||||
| Metallon Management Services | - | 3 | ||||||
| Total | $ | - | $ | 3,389 | ||||
| Allowance for related party credit losses | ||||
| (Unaudited) | ||||
| Balance at January 1, 2025 | 10,446 | |||
| Additions | 4 | |||
| Balance at June 30, 2025 | $ | 10,450 | ||
Key management personnel compensation
The amounts disclosed in the table below represent the compensation to key management personnel for the six months ended June 30, 2025 and 2024. The amounts are recognized as administrative expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income.
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Share-based payments | $ | - | $ | 2,834 | ||||
| Short-term employee benefits | 1,337 | 562 | ||||||
| Non-executive director fees | 118 | 144 | ||||||
| Key management compensation | $ | 1,455 | $ | 3,540 | ||||
25
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 28. | Employment benefits |
Defined contribution plan
All permanent employees are members of defined contributions plans administered by either the National Industrial Council for the Mining Industry of Zimbabwe or the Old Mutual staff pension fund. Contributions are at the rate of 12% and 16% of pensionable emoluments of which employees pay 5% and 6.5% respectively. The cost of pension contributions during the six months ended June 30, 2025 and 2024 is made up as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Contributions for the period | $ | 343 | $ | 313 | ||||
National Social Security Scheme
A subsidiary of the Group, Bulawayo Gold Zimbabwe (Private) Limited, makes contributions to the National Social Security Scheme, a defined benefit pension scheme promulgated under the National Social Security Act of 1989. The Group’s obligation under the scheme is limited to specific contributions legislated from time to time:
| June 30, 2025 | June 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Contributions for the period | $ | 143 | $ | 87 | ||||
| 29. | Operating segments |
The Group currently identifies three reportable segments which consist of each of its three mines based in Zimbabwe: the How Mine, the Mazowe Mine, and the Redwing Mine. The Group’s CEO is the Group’s chief operating decision maker responsible for evaluating the operating performance of the Group’s mining operations, allocating resources, and making strategic decisions. For each of the segments, the Group’s CEO reviews internal management reports on at least a quarterly basis. Information regarding the results of each reportable segment is included below.
Performance is measured based on operating profit/loss, as included in the internal management reports that are reviewed by the Group’s CEO. Segment operating profit or loss is used to measure performance as management believes that such information is the most relevant in evaluating the operating performance of each segment relative to other entities that operate within these industries. The accounting policies of the reportable segments are the same as the Group’s accounting policies.
26
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
The table below shows the unaudited segment information for the six months ended June 30, 2025 and 2024 and as of June 30, 2025 and December 31, 2024:
| How Mine | Redwing Mine | Mazowe Mine | Other | Total | ||||||||||||||||||||||||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||||||||||||||||||||
| Revenue | 36,383 | 41,790 | — | 127 | — | — | — | — | 36,383 | 41,917 | ||||||||||||||||||||||||||||||
| Production costs | (18,460 | ) | (19,007 | ) | — | (12 | ) | — | — | — | — | (18,460 | ) | (19,019 | ) | |||||||||||||||||||||||||
| Depreciation | (2,635 | ) | (1,643 | ) | (4 | ) | — | (17 | ) | (23 | ) | — | — | (2,656 | ) | (1,666 | ) | |||||||||||||||||||||||
| Royalties | (1,817 | ) | (2,088 | ) | — | (1 | ) | — | — | — | — | (1,817 | ) | (2,089 | ) | |||||||||||||||||||||||||
| Gross profit (loss) | 13,471 | 19,052 | (4 | ) | 114 | (17 | ) | (23 | ) | — | — | 13,450 | 19,143 | |||||||||||||||||||||||||||
| Other income | 116 | 174 | 92 | 39 | 4 | 348 | — | — | 212 | 561 | ||||||||||||||||||||||||||||||
| Impairment | -- | — | (110 | ) | — | (75 | ) | — | — | — | (185 | ) | — | |||||||||||||||||||||||||||
| Administrative expenses | (812 | ) | (558 | ) | (1,202 | ) | (1,165 | ) | (745 | ) | (949 | ) | (12,947 | ) | (5,192 | ) | (15,706 | ) | (7,864 | ) | ||||||||||||||||||||
| Allowance for credit losses | — | — | (12 | ) | (23 | ) | — | — | — | — | (12 | ) | (23 | ) | ||||||||||||||||||||||||||
| Listing expenses (1) | — | — | — | — | — | — | (5,112 | ) | — | (5,112 | ) | — | ||||||||||||||||||||||||||||
| Foreign exchange gains/(losses) | (146 | ) | 323 | 67 | 279 | 29 | 52 | — | — | (50 | ) | 654 | ||||||||||||||||||||||||||||
| Operating profit/(loss) | 12,629 | 18,991 | (1,169 | ) | (756 | ) | (804 | ) | (572 | ) | (18,059 | ) | (5,192 | ) | (7,403 | ) | 12,471 | |||||||||||||||||||||||
| Finance cost | (605 | ) | (492 | ) | (39 | ) | (225 | ) | (126 | ) | (340 | ) | (58 | ) | — | (828 | ) | (1,057 | ) | |||||||||||||||||||||
| Loss on Motapa sale | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Related party credit loss | (3 | ) | (1,872 | ) | — | — | — | — | — | 1,320 | (3 | ) | (552 | ) | ||||||||||||||||||||||||||
| Interest income | 8 | — | — | — | — | — | — | — | 8 | — | ||||||||||||||||||||||||||||||
| Financial guarantee remeasurement | — | — | — | — | — | — | — | 2,746 | — | 2,746 | ||||||||||||||||||||||||||||||
| Profit/(loss) before taxation | 12,029 | 16,627 | (1,208 | ) | (981 | ) | (930 | ) | (912 | ) | (18,117 | ) | (1,126 | ) | (8,226 | ) | 13,608 | |||||||||||||||||||||||
| Income tax expense | (2,623 | ) | (4,433 | ) | — | — | — | — | (1,050 | ) | — | (3,673 | ) | (4,433 | ) | |||||||||||||||||||||||||
| Profit/(loss) for the year | $ | 9,406 | 12,194 | (1,208 | ) | (981 | ) | (930 | ) | (912 | ) | (19,167 | ) | (1,126 | ) | (11,899 | ) | 9,175 | ||||||||||||||||||||||
| 1. | Listing expenses relate to change in fair value of earnout liability, change in fair value of warrants and share listing expense. |
| How Mine | Redwing Mine | Mazowe Mine | Other | Total | ||||||||||||||||||||||||||||||||||||
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||
| Segment assets | 54,222 | 50,771 | 92 | 20 | 229 | 248 | 3,660 | — | 58,203 | 51,039 | ||||||||||||||||||||||||||||||
| Current assets | $ | 9,388 | 8,845 | 11 | 15 | 34 | 91 | 3,660 | — | 13,093 | 8,951 | |||||||||||||||||||||||||||||
| Non-current assets | $ | 44,834 | 41,926 | 81 | 5 | 195 | 157 | -- | — | 45,110 | 42,088 | |||||||||||||||||||||||||||||
| Segment liabilities | 40,151 | 37,850 | 20,894 | 20,138 | 14,857 | 16,762 | 135,467 | 7,215 | 211,369 | 81,965 | ||||||||||||||||||||||||||||||
| Current liabilities | $ | 23,041 | 21,719 | 8,999 | 8,352 | 6,718 | 8,699 | 57,758 | 7,215 | 96,515 | 45,985 | |||||||||||||||||||||||||||||
| Non-current liabilities | $ | 17,111 | 16,131 | 11,895 | 11,786 | 8,139 | 8,063 | 77,709 | — | 114,854 | 35,980 | |||||||||||||||||||||||||||||
27
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| 30. | Financial guarantee |
On September 27, 2023, the Group executed an agreement (the “2024 Term Loan”) with Africorp Solutions And Advisory (PTY) Ltd (“Africorp”) to guarantee Metallon Corporation Limited’s outstanding loans withdrawn during 2021, which consisted of an aggregate principal amount of $1.5 million and accumulated interest as of the execution date of $1.6 million, for a cumulative outstanding amount of $3.2 million payable in instalments through March 31, 2024.
The 2024 Term Loan is accounted for by the Group as a financial guarantee contract under IFRS 9, under which the Group is required to initially measure the guarantee at fair value and will subsequently measure the guarantee to the higher of (i) the amount of the loss allowance determined in accordance with the impairment requirements of IFRS 9 and (ii) the amount initially recognized less, the cumulative amount of income recognized in accordance with the principles of IFRS 15.
On June 17, 2024, concurrent with the execution of the Reorganization Transaction, Africorp issued a “Deed of Release”, which released the Group of all obligations under the Africorp Guarantee. As a result, the Group recorded a reversal of the remaining $2.7 million ECL in June of 2024, which is presented within “Financial guarantee remeasurement” in the condensed consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2024.
| 31. | Share-based payments |
On October 14, 2021 (the “Effective Date”), the Controlling Shareholder of Metallon entered into share award agreements (the “Share Award Agreements”) with senior executives of Metallon (the “Senior Executives”), which provided the Senior Executives with the right to obtain ordinary shares in Metallon and full beneficial ownership of a certain amount of ordinary shares of Metallon (the “Shares”). The Share Award Agreements contained provisions which provided for automatic transfer of the Shares, and beneficial ownership rights granted thereunder, to any successor entity in the event of a corporate reorganization, merger, acquisition or other change in ownership. Among the Share Award Agreements issued, only one award contained vesting conditions (the “Unvested Award”), and all other awards were deemed fully vested (the “Vested Awards”) on the Effective Date. The Share Award Agreements were determined to be share-based payments in accordance with IFRS 2 and the associated compensation cost for the Vested Awards was recognized on the Effective Date. Due to certain terms and conditions within the Unvested Award which introduced uncertainty regarding the vesting period, a grant date in accordance with IFRS 2, was not established on the Effective Date and no compensation cost was recognized.
On June 15, 2024, substantially concurrent with the Reorganization Transaction completed on June 17, 2024, a share exchange was completed whereby the Senior Executives exchanged their rights to the Shares in Metallon for a fixed number of ordinary shares in Greenstone Corporation (the “Greenstone Shares”). The Greenstone Shares issued to the Senior Executives were transferred to them by the Controlling Shareholder which, prior to such transfer, held 100% of the issued and outstanding ordinary shares of Greenstone. The exchange of Metallon Shares for Greenstone Shares on June 15, 2024 (the “Modification Date”) was accounted for as a modification of the Share Award Agreements in accordance with IFRS 2. However, since it was determined that there was not an increase in the fair value of the Award Agreements resulting from the exchange, no incremental compensation cost was required to be recognized by Greenstone. In addition, an addendum to the Unvested Award was executed on June 15, 2024, whereby all vesting and forfeiture conditions were removed. It was determined a grant date for the Unvested Award was established on the Modification Date, and given there were no vesting conditions, the full grant date fair value of $2.8 million was recognized as compensation expense on June 15, 2024. The related grant date fair value was determined based on an enterprise value of Greenstone and discounted for minority interest and lack of marketability. The enterprise value for Greenstone was determined using a combination of income and market approaches. An income approach was utilized for How Mine and included forecasted cash flows over the life of mine which extends through 2031. The forecasted cash flows utilized a projected gold price of $2,250/oz, which represented the median projected gold price as published by leading financial institutions as of the Modification Date. The forecasted cash flows were discounted utilizing a weighted average cost of capital of 21%. Market approaches were utilized for the Redwing and Mazowe mines as the mines remain under care and maintenance. The market approaches for the Redwing and Mazowe mines were based on the estimated resource base for each mine of 2.5Moz and 1.2Moz respectively and the resource implied value derived from guideline public company market data for non-operating mines.
28
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
The $2.8 million of compensation expense is presented within “Administrative expenses” within the condensed consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2024.
On June 5, 2025, concurrent with the closing of the business combination Namib Minerals adopted the Namib Minerals 2025 Equity Incentive Plan which authorizes the grant of equity and cash based awards, including stock options, restricted stock units, performance awards, and other incentive instruments, to eligible directors, officers, employees, and consultants. The Plan, which is intended to attract, retain, and motivate key personnel and align their interests with those of shareholders, reserves 5,367,742 ordinary shares for issuance and became effective immediately upon closing. While no awards had been granted under the Plan as of June 30, 2025, the Company expects to issue awards in future periods. Share-based payments under the Plan will be accounted for in accordance with IFRS 2 Share-based Payment, with compensation expense recognized over applicable vesting periods based on grant-date fair values.
| 32. | Going concern |
As of June 30, 2025, the Group’s current liabilities exceed its current assets by $83.4 million (December 31, 2024: $37 million), and total liabilities exceed total assets by $153.1 million (December 31, 2024: $30.9 million), primarily due to the historical impairment of assets at the Redwing Mine and Mazowe Mine, which remain under care and maintenance along with the business combination transaction. As a result, these mines generate no positive cash flow, and How Mine currently supports their care and maintenance costs. As of June 30, 2025, Redwing had current liabilities of $9 million, and Mazowe had $6.7 million. Additionally, historical business rescue applications, such as Redwing’s denied 2024 application and Mazowe’s pending February 2024 application, raise the possibility of future filings by creditors calling on amounts owed. The financial exposures of Redwing and Mazowe Mines have been ring-fenced to those specific entities, limiting any adverse impact on the broader Group. The liabilities and obligations of Redwing and Mazowe are contractually separated from How Mine, ensuring that these obligations do not encumber the operational assets or future profitability of the Group’s other entities. None of the entities within the group has provided any assets as security over the liabilities of Redwing and Mazowe that could be called on in settling these entities’ liabilities. Management has assessed the Group’s ability to continue as a going concern, considering its financial position, operating environment, and cash flow projections until June 30, 2026.
How Mine (operational since 1941) continues to generate profits and positive cash flows. Production is expected to continue to increase in 2025, further improving the Group’s cash flow. The Group’s cash flows largely stem from How Mine. Management’s forecast for the next twelve months indicates positive cash flows, including funds to settle Redwing and Mazowe current liabilities. Management has conducted sensitivity analyses on potential gold price fluctuations and confirmed that the Group can adjust payments to accommodate any drop in the gold price, while maintaining positive cash flows.
As part of the Business Combination, the Group has an earnout arrangement classified as a liability on the balance sheet, which is expected to be settled in shares upon satisfaction of certain milestones rather than cash. As such, this liability is considered a non-cash item for purposes of Group’s liquidity analysis and it does not impact its ability to continue as a going concern. Upon achievement of the earnout milestones, the liability will be extinguished and settled through the equity issuance. For further discussion, refer to Note 25 – Share Capital.
For the period to date ended June 2025, the Company incurred $10.2 million of non-recurring transaction costs, which have adversely impacted profitability. Absent these one-off costs, the Company’s profitability is expected to improve in subsequent periods.
Based on the results of the above-mentioned cash flow assessments, management is satisfied that the Group can continue as a going concern in the foreseeable future, realizing its assets and discharging its liabilities in the normal course of business. Management will continue to monitor risks and adjust strategies as necessary
| 33. | Subsequent events |
Management has evaluated subsequent events through September 30, 2025, which is the date these financial statements were available to be issued. Subsequent to the reporting date, on September 30, 2025 the Company entered into a promissory note with Cohen & Company Securities, LLC for a principal amount of US$3.5 million. The note is non-interest bearing and provides for monthly amortization payments of US$300,000 from 1 November 2025 to 1 September 2026, with a final payment of US$200,000 due on 1 November 2026. The Company may, at its discretion, settle amounts payable under the note in cash or, subject to an effective registration statement, by the issue of ordinary shares. No other material matters were identified impacting the Company’s financial position or requiring further disclosure.
29
Exhibit 99.2
Namib Minerals
NAMIB
MINERALS Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Namib Minerals (together with its subsidiaries, the “Company,” “we,” “us” and “our”) should be read together with Namib Minerals’ unaudited consolidated financial statements as of June 30, 2025, together with related notes thereto. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in the Company’s filings with the SEC.
Overview
Our mission is to become a leading Pan-African multi-asset mining platform for precious and critical metals, particularly gold, and to create safe, sustainable, and profitable mining operations for our employees, our communities, and our shareholders.
We are an established gold producer with an attractive portfolio of three high-grade, low-cost gold mines in Zimbabwe, Africa. Our extensive track record of owning and operating gold mines spans over two decades, and our strategic footprint consists of one producing gold mine and two historically producing gold mines that we are currently positioning to restart operations. Our How Mine is an established, high-grade, underground gold mine with a strong track record of operations having produced an aggregate of approximately 1.83Moz of gold from 1941 through June 30, 2025. The How Mine also has a history of consistently operating within budget with one of the lowest production cost profiles amongst its publicly reporting peers. Our other principal assets, the Mazowe Mine and the Redwing Mine, are historically producing gold mines with significant mineral resources. These assets provide us with an identified pathway to operate as a multi-asset gold producer in Africa, as preparatory work is currently underway to restart operations at both mines. As of December 31, 2023, in the aggregate (exclusive of reserves), our measured and indicated gold resources totaled 1.6Moz at a grade of 3.92g/t Au and our inferred gold resources totaled 2.43Moz. In 2024, we produced 36.7koz of gold and generated $85.9 million of revenue, representing 8% and 32% growth, respectively, over the prior year with positive cash flow and positive comprehensive income for the year. During the first 6 months of 2025, we produced 12.7koz of gold and generated $36.4 million of revenue, representing declines of 35% and 13%, respectively, over the same period the prior year. We also have significant development potential in the Democratic Republic of Congo (“DRC”) to unlock critical battery metals in the region. In the DRC, an established mining jurisdiction for these metals, we have an interest in 13 exploration permits, which includes six initial drilling holes with identified copper and cobalt potential.
Key Factors and Trends Affecting Performance
As a producer of gold and other metals, we operate within the economic and regulatory environment surrounding the mining industry. Our performance and results of operations are driven by key external trends and factors including the supply and demand in the gold and metals markets, and the economic and legislative environment as well as internal factors including production, capital expenditures, reserves, and health and safety programs.
Gold Prices
Our results of operations are largely driven by the price and demand for gold. Gold has long maintained a key role as a strategic long-term investment and a critical component of investor diversification strategies. Historically, investors have gravitated toward gold for its safe-haven status during periods of economic uncertainty. This safe-haven status is driven by gold’s high liquidity, lack of credit risk, and scarcity. Gold prices have risen by 8% per annum in U.S. dollars since 1971, according to the World Gold Council, and have recently reached all-time record highs with the spot price reaching $3,500/oz on April 22, 2025. An increased price of gold drives increasing revenues and cash flows for the Company. Significant changes in the pricing, demand and supply of gold can significantly impact our revenue and cash flow projections and future results.
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Namib Minerals
Copper and Cobalt Market Dynamics
In addition to our gold mining activities, we have significant opportunities in DRC to mine battery metals including copper and cobalt, which play a critical role in technologies like electric vehicles and renewable energy infrastructure. Due to an increase in demand for these metals, we currently hold an interest in 13 exploration permits in the DRC under which six initial drilling sites have identified copper and cobalt potential.
Economic and Legislative Environment
Gold mining is critically important to the economic health of, and the prospects for, Zimbabwe, which is a highly prolific producer of gold. Mining accounts for 80% of Zimbabwe’s exports, 19% of government revenues, and 14% of national income, according to the Chamber of Mines of Zimbabwe’s 2024 Mining Industry Prospects Report.
We believe that the legislative environment is supportive of mining and development. For example, Zimbabwe passed the Responsible Mining Initiative in May 2023 to combat illegal mining, and in 2020 Zimbabwe removed the historical indigenization rule which required 51% indigenous Zimbabwean investor ownership. Special mining leases (“SMLs”), allowing for the direct export of gold and increased exposure to the U.S. dollar which reduces foreign exchange risk for entities operating in Zimbabwe. We intend to pursue SMLs for our Mazowe Mine and Redwing Mine in part to reduce our risk exposure to local currency dynamics, including inflation. The Gold Trade Act requires us to pay 5% of gold sales refined in-country to the Zimbabwean Government, which is reflected in our royalties expense. A change in the percentage remitted to the government would impact our royalty expense recognized and our results of operations.
As we expand our efforts in the DRC we will be subject to additional regulations. The mining industry in the DRC is primarily regulated by the Mining Code which outlines the legal framework for exploration and extraction of minerals. The Mining Code was last revised in 2018. Future economic and legislative issues in the DRC or other jurisdictions in which we operate could significantly impact our results.
Health and Safety Initiatives
We are committed to ensuring the safety of our mines through our Safety, Health, Environment, and Quality (“SHEQ”) Initiative in an effort to create a company-wide “zero harm” environment. This program intends to create a “zero-harm” environment through occupational health and safety and dedication to safety and adherence to safety standards. Our Lost Time Injury Frequency Rate as of June 30, 2025, has improved to 0.69, which is below our target of 1. Safety incidents could lead to increased costs, including administrative costs related to legal fees and insurance expenses, employee costs related to loss of productivity and medical expenses, and losses related to any damage caused to the mine assets. Additionally, we anticipate costs related to maintaining safety initiatives to increase in the foreseeable future as we continue to invest in occupational health, medical examinations, training, emergency preparedness, and reducing our environmental impact.
Recent Developments
Business Combination
On June 5, 2025, Namib Minerals consummated the previously announced business combination pursuant to the business combination agreement, dated as of June 17th, 2024 (as amended by amendment 1 on December 6, 2024 and amendment 2 on April 14, 2025) with (i)Hennessy Capital Investment Corp. VI, a Delaware corporation, renamed Red Rock Acquisition Corporation on June 5, 2025, (ii) Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Greenstone”), (iii) Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Namib Minerals (“SPAC Merger Sub”), and (iv) Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Namib Minerals (“Greenstone Merger Sub”) (the “Business Combination”). As a result of the Business Combination, Greenstone Merger Sub merged with and into Greenstone, with Greenstone continuing as the surviving company and becoming a wholly owned subsidiary of Namib Minerals, and SPAC Merger Sub merged with and into HCVI, with HCVI continuing as the surviving company, and becoming a wholly owned subsidiary of Namib Minerals. HCVI was then renamed Red Rock Acquisition Corporation. Namib Minerals ordinary shares were listed on the Nasdaq stock market under the symbol “NAMM”.
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Namib Minerals
Since HCVI did not meet the definition of a business under the guidance of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), IFRS 3, Business Combination (“IFRS 3”), the Business Combination was accounted for as a share-based payment transaction in accordance with IFRS 2, Share-based Payment (“IFRS 2”), and the Business Combination was accounted for as a reverse capitalization in accordance with IFRS. Under this method of accounting, HCVI was treated as the acquired company for financial reporting purposes and Greenstone was treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Greenstone issuing shares for the net assets of HCVI and any difference in the fair value of the shares deemed to have been issued by Greenstone and the fair value of the accounting HCVI’s identifiable net assets represented a service received by Greenstone, and thus it was recognized as an IFRS 2 listing service expense upon consummation of the Business Combination.
Key Performance Indicators
The following table presents a summary of our key performance indicators for the period ended June 30, 2025, and June 30, 2024:
| Six months ended June 30, | ||||||||
| (In thousands, except percentages) | 2025 | 2024 | ||||||
| Gold sales – oz(1) | 12,226 | 19,672 | ||||||
| Tonnage(2) | 236 | 241 | ||||||
| Grade – (g/t)(3) | 1.9 | 2.8 | ||||||
| Recovery – (%)(4) | 89 | 91 | ||||||
| Average net realized price(5) | $ | 2,827 | $ | 2,023 | ||||
| Operating profit / (loss) | $ | (7,403 | ) | $ | 12,471 | |||
| C1 cost per ounce ($/oz)(6) | $ | 1,659 | $ | 1,073 | ||||
| AISC per ounce ($/oz)(7) | $ | 2,462 | $ | 1,666 | ||||
| Adjusted EBITDA(8) | $ | 10,769 | $ | 16,971 | ||||
| Net cash flow generated from operating activities | $ | 5,771 | $ | 11,396 | ||||
| (1) | Gold sales is defined as the ounces of gold sold in the period presented. |
| (2) | Tonnage is defined as the total weight in tons of all material mined. |
| (3) | Grade is defined as the average amount of gold contained in the mined ore. A higher grade represents higher density of gold in the ore. |
| (4) | Recovery is defined as the percentage of gold in the raw ore collected in the concentrate, which is the product created from separating valuable minerals in the mined ore from the commercially valueless material in which ore is found. |
| (5) | Net realized price is the actual selling price of an ounce of gold less costs to complete and sell. |
| (6) | C1 cost per ounce is a non-IFRS financial measure. For the definition of C1 cost per ounce and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see “Non-IFRS Measures” below. |
| (7) | AISC per ounce is a non-IFRS financial measure. For the definition of AISC per ounce and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see “Non-IFRS Measures” below. |
| (8) | Adjusted EBITDA is a non-IFRS financial measure. For the definition of Adjusted EBITDA and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see “Non-IFRS Measures” below. |
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Namib Minerals
Components of Results of Operations
Revenue
Our revenue from operations is comprised primarily of the sale of gold. Additional revenues from operations include royalties received from third-party miners contracted to mine surface level ore. All revenues recognized from the sale of gold are attributable to a single customer, Fidelity Gold Refinery, LTD.
Production costs
Production costs consist of mine labor costs, stores costs, electricity costs, bullion transportation costs, fuel issue costs, bullion refinery charges, and repairs and renewals costs.
Depreciation and amortization
Depreciation and amortization primarily consist of depreciation of property, plant and equipment involved in the extraction of gold, as well as exploration expenditures and exploration licenses, which are depreciated over the life of the mine.
Royalties
Royalties primarily consist of the 5% royalty paid on gold sales refined in-country remitted to the Zimbabwean government under the Mines and Minerals Act.
Other income
Other income primarily consists of scrap sales, income associated with insurance proceeds and rental income.
Administrative expenses
Administrative costs primarily consist of staff costs, general and administrative charges, share-based payments, welfare costs, fines and penalties, directors’ fees, audit fees, consultancy fees and other items.
Allowance for credit losses, net of recoveries
The allowance for credit losses primarily relate to the receivables from royalty revenues recognized on the arrangements with third-party miners contracted to mine surface level ore.
Change in fair value of earnout liability
Change in fair value of earnout liability is related to the periodic remeasurement of the earnout liability at each period-end, as the earnout liability has been classified as a derivative liability under IAS 32.
Change in fair value of warrants
Change in fair value of warrants is related to the periodic remeasurement of the warrants at each period-end, as the warrants have been classified as derivative liabilities under IAS 32.
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Namib Minerals
Sharelisting under IFRS 2
Share-listing expenses are in relation to the business combination and consist of the excess fair value of the equity interests issued to HCVI over the fair value of HCVI’s identifiable net assets.
Impairment
Our impairment costs consist of write-downs of the fair value of non-financial assets other than inventories and deferred tax assets. These costs primarily consist of impairment charges related to our capital assets including shafts, surface plant and equipment, and pre-production assets.
Foreign exchange gain
Our functional currency is the United States Dollar, and a majority of revenue was received in the United States Dollar. Foreign exchange gains primarily relate to amounts settled in local currency.
Finance cost
Our finance costs consist of interest on borrowings, the unwinding of the discount relating to the provision for rehabilitation costs, and finance charges on trade payables and other payables.
Income tax expense
We are subject to tax in multiple jurisdictions, including those in Zimbabwe, the United Kingdom, and the Cayman Islands. The tax jurisdictions in which we operate have different statutory tax rates. Accordingly, our effective tax rate will vary depending on the relative proportion of income in each jurisdiction, changes in the valuation allowance on our deferred tax assets, and changes in tax laws.
Results of Operations
Comparison of the results of operations for the Six Months Ended June 30, 2025, and June 30, 2024
The following table sets forth a summary of our consolidated results of operations for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
| Six Months ended June 30, | ||||||||||||||||
| (In thousands, except for percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||
| Revenue | $ | 36,383 | $ | 41,917 | (5,534 | ) | -13 | % | ||||||||
| Production costs | (18,460 | ) | (19,019 | ) | 559 | -3 | % | |||||||||
| Depreciation and amortization | (2,656 | ) | (1,666 | ) | (990 | ) | 59 | % | ||||||||
| Royalties | (1,817 | ) | (2,089 | ) | 272 | -13 | % | |||||||||
| Gross profit | 13,450 | 19,143 | (5,693 | ) | -30 | % | ||||||||||
| Other income | 212 | 561 | (349 | ) | -62 | % | ||||||||||
| Administrative expenses | (15,706 | ) | (7,864 | ) | (7,842 | ) | 100 | % | ||||||||
| Change in fair value of earnout liability | 56,832 | -- | 56,832 | -- | ||||||||||||
| Change in fair value warrants | 3,437 | -- | 3,437 | -- | ||||||||||||
| Listing expense | (65,381 | ) | -- | (65,381 | ) | -- | ||||||||||
| Allowance for credit losses | (12 | ) | (23 | ) | 11 | -48 | % | |||||||||
| Impairment | (185 | ) | -- | (185 | ) | -- | ||||||||||
| Foreign exchange gain/(loss) | (50 | ) | 654 | (704 | ) | -108 | % | |||||||||
| Operating profit/(loss) before interest and taxation | (7,403 | ) | 12,471 | (19,874 | ) | -159 | % | |||||||||
| Finance cost | (828 | ) | (1,057 | ) | 229 | -22 | % | |||||||||
| Related party credit loss | (3 | ) | (552 | ) | 549 | 99 | % | |||||||||
| Interest income | 8 | - | 8 | -- | ||||||||||||
| Financial guarantee remeasurement | -- | 2,746 | (2,746 | ) | -100 | % | ||||||||||
| Profit/(loss) before taxation | (8,226 | ) | 13,608 | (21,834 | ) | -160 | % | |||||||||
| Income tax expense | (3,673 | ) | (4,433 | ) | 760 | 17 | % | |||||||||
| Profit/(loss) for the period | $ | (11,899 | ) | $ | 9,175 | $ | (21,074 | ) | -230 | % | ||||||
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Namib Minerals
The following table provides summarized financial information for our reportable segments for the period ended June 30, 2025, compared to the period ended June 30, 2024.
| Six months ended June 30, | ||||||||||||||||
| (In thousands, except for percentages) | 2025 | 2024 | $ Change | % Change | ||||||||||||
| How Mine | ||||||||||||||||
| Revenue | $ | 36,383 | $ | 41,790 | $ | (5,407 | ) | -13 | % | |||||||
| Production costs | (18,460 | ) | (19,007 | ) | 547 | -3 | % | |||||||||
| Depreciation and amortization | (2,635 | ) | (1,643 | ) | (992 | ) | 60 | % | ||||||||
| Royalties | (1,817 | ) | (2,088 | ) | 271 | -13 | % | |||||||||
| Mazowe Mine | ||||||||||||||||
| Revenue | — | — | — | — | ||||||||||||
| Production costs | — | — | — | — | ||||||||||||
| Depreciation and amortization | (17 | ) | (23 | ) | 6 | -26 | % | |||||||||
| Royalties | — | — | — | — | ||||||||||||
| Redwing Mine | ||||||||||||||||
| Revenue | — | 127 | (127 | ) | -100 | % | ||||||||||
| Production costs | — | (12 | ) | 12 | -100 | % | ||||||||||
| Depreciation and amortization | (4 | ) | — | (4 | ) | — | ||||||||||
| Royalties | — | (1 | ) | 1 | -100 | % | ||||||||||
Revenue
Our revenue decreased by $5.5 million, or -13%, to $36.4 million during the six months ended June 30, 2025, from $41.9 million during the six months ended June 30, 2024, primarily driven by gold grade reduction, from 2.8 g/t to 1.9 g/t or 32%, at How Mine. With stable tonnage, the grade decline was partially mitigated by the increase of the average net realized gold prices from $2,023 per ounce to $2,827 per ounce, or 40%.
Mazowe Mine was inactive during the six months ended June 30, 2024, and 2025, and therefore had no production or revenue.
Production costs
Our production costs, primarily attributable to How Mine, decreased by $0.6 million, or -3%, to $18.5 million during the six months ended June 30, 2025, from $19.0 million during the six months ended June 30, 2024. Production costs remain in line with stable tonnage milled (-1%) and represented for approximately 51% of our revenue for the six-month period ended June 30, 2025, as opposed to 45% of our revenue during the six-month period ended June 30, 2024.
Depreciation and amortization
Our depreciation and amortization expense increased by $1.0 million, or 59%, to $2.7 million during the six months ended June 30, 2025, from $1.7 million during the six months ended June 30, 2024, primarily related to updated life of mine and rehabilitation costs estimates that resulted in additions to property, plant and equipment assets. Depreciation and amortization represented approximately 7% of our revenue during the six-month period ended June 30, 2025, as opposed to 4% of our revenue during the six-month period ended June 30, 2024.
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Namib Minerals
Royalties
Our royalties expense decreased by $0.3 million, or -13%, to $1.8 million during the six months ended June 30, 2025, from $2.1 million during the six months ended June 30, 2024, in line with our sales of gold extracted from How Mine. Royalties represented approximately 5% of our revenue for the six-month periods ending June 30, 2025, and 2024.
Other income
Our other income decreased by $0.3 million, or -62%, to $0.2 million during the six months ended June 30, 2025, from $0.6 million during the six months ended June 30, 2024, primarily driven by decreased milling recoveries and royalties income from third parties using the Mazowe mine production facilities.
Administrative expenses
Administrative expenses increased by $7.8 million during the six months ended June 30, 2025, or 100%, to $15.7 million from $7.9 million during the six months ended June 30, 2024, driven by non-recurring transaction costs of $10.2 million mitigated by some reduction in general and administrative costs and staff costs.
Share-listing expenses under IFRS 2
The Business Combination was accounted for under IFRS 2, resulting in a listing expense of $65.4 million recognized in the consolidated statements of profit or loss for the six months ended June 30, 2025. This expense reflects the excess fair value of the equity interests issued to HCVI over the fair value of HCVI’s identifiable net assets, measured at the closing market price of $11.40 per share. The total consideration issued amounted to approximately $44.8 million, while the net liabilities of HCVI were valued at $20.6 million.
Fair value impacts of warrants and earnout
Warrants
In connection with the closing of the Business Combination, the Company issued warrants to replace each of the then outstanding warrants of HCVI (“SPAC Warrants”), effectively converting each SPAC Warrant into a right to acquire Namib Ordinary Shares. Classified as derivative liabilities under IAS 32, these warrants reflected changes in fair value in earnings. As of June 30, 2025, the fair value of the warrants decreased to $3.6 million from $7.1 million on June 5, 2025, resulting in a remeasurement gain of $3.4 million due to fluctuations in warrant prices.
Earnout shares
Following the Business Combination, the former shareholders of Greenstone may receive up to 30 million additional Ordinary Shares over eight years, contingent upon achieving specific operational and valuation milestones. This earnout arrangement is classified as a derivative financial liability and will be revalued each reporting period, with changes recorded in profit or loss. As of June 5, 2025, the earnout liability was recognized at a total fair value of $168.7 million, comprising $57.0 million as a short-term liability and $111.7 million as a long-term liability. By June 30, 2025, the fair value of the earnout liability decreased to $111.9 million, reflecting a remeasurement gain of $56.8 million due to changes in the expected achievement of milestones and stock price fluctuations.
Impairment
Our impairment costs consist of write-downs of non-financial assets other than inventories and deferred tax assets. This impairment ($0.2 million during the six month period ended June 30, 2025) primarily consists of the write-down of the rehabilitation provision.
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Foreign exchange gain
Foreign exchange loss was $0.1 million during the six months ended June 30, 2025 compared to a gain of $0.7 million during the six months ended June 30, 2024, driven by fluctuating exchange rates and the volume of transactions denominated in a currency other than our reporting currency. The Company’s exposure to foreign currency exchange movement is primarily related to historical liabilities associated with the Redwing and Mazowe Mines which are denominated in ZWL. The Zimbabwean dollar has experienced many fluctuations due to economic factors, hyperinflation, and monetary policy decisions made by the Zimbabwean government and the Reserve Bank of Zimbabwe.
Operating profit / (loss)
Operating loss before interest and taxation during the six months ended June 30, 2025 was ($7.4 million), impacted by the Nasdaq listing transaction. Nasdaq Listing transactions are composed of non-recurring transaction cash expense of $10.2 million and Listing non-cash expense of $5.1 million (composed of listing expense (non-recurring), change in fair value of earnout and warrants).
Finance Costs
Finance costs decreased by $0.2 million to $0.8 million during the six months ended June 30, 2025 compared to $1.1 million during the six months ended June 30, 2024, driven by lower provision for rehabilitation costs.
Non-IFRS Measures
We utilize non-IFRS financial measures, including Adjusted EBITDA, amortization, C1 cost per ounce, and AISC per ounce, to complement our IFRS reporting and provide stakeholders with a deeper understanding of our operational performance and financial health. These measures offer insights into trends and factors that IFRS metrics may not fully capture, and we believe they are essential for formulating strategic decisions and business plans. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Namib Minerals may not be comparable to similarly titled amounts used by other companies. While not a substitute for IFRS results, they exclude items not indicative of our core operations, enhancing comparability across periods.
Adjusted EBITDA
We define Adjusted EBITDA as profit for the period before finance cost, related party credit loss, taxes, changes in the fair value of earnout liability, changes in fair value of warrants, listing expenses, depreciation and amortization, impairment, interest income, financial guarantee remeasurement and transaction expense. The tables below present our Adjusted EBITDA, reconciled to our Profit for the six months ended June 30, 2025 and 2024, which is the most comparable IFRS measure, for the periods indicated:
| Six months ended June 30, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Profit / (loss) for the period | $ | (11,899 | ) | $ | 9,175 | |||
| Finance cost | 827 | 1,057 | ||||||
| Related party credit loss | 3 | 552 | ||||||
| Income tax expense | 3,673 | 4,433 | ||||||
| Change in fair value of earnout liability | (56,832 | ) | - | |||||
| Change in fair value of warrants | (3,437 | ) | - | |||||
| Listing expense | 65,381 | - | ||||||
| Depreciation and amortization | 2,656 | 1,666 | ||||||
| Impairment | 185 | - | ||||||
| Interest income | (8 | ) | - | |||||
| Financial guarantee remeasurement | - | (2,746 | ) | |||||
| Share-based payments | - | 2,834 | ||||||
| Transaction expense | 10,220 | - | ||||||
| Adjusted EBITDA | $ | 10,769 | $ | 16,971 | ||||
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C1 cost per ounce
We define C1 cost as the sum of IFRS production costs and royalties expense. C1 cost per ounce is calculated as the C1 cost divided by the ounces of gold sold.
| How Mine | Redwing Mine | Total | ||||||||||||||||||||||
| ($ in thousands, unless otherwise indicated) | Six months ended June 30, | Six months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Production cost (IFRS) | $ | 18,460 | 19,007 | - | 12 | 18,460 | 19,019 | |||||||||||||||||
| Royalties | 1,817 | 2,088 | - | 1 | 1,817 | 2,089 | ||||||||||||||||||
| C1 cost | $ | 20,277 | 21,095 | - | 13 | 20,277 | 21,108 | |||||||||||||||||
| Gold sales (oz) | 12,226 | 19,611 | - | 61 | 12,226 | 19,672 | ||||||||||||||||||
| C1 cost per ounce ($/oz) | $ | 1,659 | 1,076 | - | 213 | 1,659 | 1,073 | |||||||||||||||||
AISC per ounce
We define AISC as the sum of C1 cost, sustaining capital expenditure, administrative expenses, and silver by-product credit. We define sustaining capital expenditure as capital expenditures which are necessary to maintain current gold production and execute our current mines plans. Unless otherwise specified, our sustaining capital expenditures are determined based on our additions to property, plant and equipment in any given reporting period, and are inclusive of additions included in trade payables. The silver by-product credit represents small quantities of silver which are extracted during the gold production process and sold together with gold bullion. The silver by-product credit is calculated based on a specified sale price for the by-product, which is exclusive of sale price for gold bullion. Sales of the silver by-product are reported as “Silver sales” within the notes to our consolidated financial statements. AISC per ounce is calculated as the AISC divided by the ounces of gold sold. We use this metric to measure the cost of extracting an ounce of gold and measure the efficiency of our mining operations. The table below presents our AISC per ounce, reconciled to our Production cost, which is the most comparable IFRS measure, for the periods indicated.
| How Mine | Redwing Mine | Mazowe Mine | Corporate Overhead | Total | ||||||||||||||||||||||||||||||||||||
| ($ in thousands, unless | Six months ended June 30, | Six months ended June 30, | Six months ended June 30, | Six months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||
| otherwise indicated) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Production cost (IFRS) | $ | 18,460 | $ | 19,007 | $ | — | $ | 12 | $ | — | $ | — | — | — | $ | 18,460 | $ | 19,019 | ||||||||||||||||||||||
| Royalties (IFRS) | 1,817 | 2,088 | — | 1 | — | — | — | — | 1,817 | 2,089 | ||||||||||||||||||||||||||||||
| C1 cost | 20,277 | 21,095 | — | 13 | — | — | — | — | 20,277 | 21,108 | ||||||||||||||||||||||||||||||
| Sustaining capital expenditure | 4,359 | 3,733 | — | — | — | — | — | — | 4,359 | 3,733 | ||||||||||||||||||||||||||||||
| Administrative expenses(1) | 3,085 | 558 | 1,202 | 1,165 | 745 | 949 | 454 | 5,192 | 5,486 | 7,864 | ||||||||||||||||||||||||||||||
| Silver by product credit | (23 | ) | (27 | ) | — | — | — | — | — | — | (23 | ) | (27 | ) | ||||||||||||||||||||||||||
| AISC | 27,698 | 25,359 | 1,202 | 1,178 | 745 | 949 | 454 | 5,192 | 30,099 | 32,678 | ||||||||||||||||||||||||||||||
| Gold sales (oz) | 12,226 | 19,611 | — | 61 | — | — | — | — | 12,226 | 19,672 | ||||||||||||||||||||||||||||||
| AISC per ounce ($/oz) | $ | 2,265 | $ | 1,293 | $ | NM | $ | 19,311 | $ | NM | $ | NM | $ | NM | NM | $ | 2,462 | $ | 1,666 | |||||||||||||||||||||
| NM | - Not meaningful. |
| (1) | The six months ended June 30, 2025 total administrative expenses of $15.7 million include $10.2 million of non-recurring transaction expenses which are not attributable to How Mine, Redwing Mine, Mazowe Mine or corporate Overhead. Total administrative expenses for the six months ended June 30, 2024 totaled $7.9 million. |
Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service, and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included cash from operating activities, cash on hand, and debt.
As of June 30, 2025, our current liabilities due within one year are trade and other payables of $44.9 million, current tax payable of $8 million, excise tax payable of $3.6 million, borrowings of $1.3 million, a bank overdraft of $1.0 million, and earnout liabilities of $37.8 million. This represents a total of $96.5 million due within one year, compared to a total of $46.0 million due within the same period as of December 31, 2024. Our current assets as of June 30, 2025, totaled $13.1 million, compared to $9.0 million as of December 31, 2024.
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Namib Minerals
The Group has historically been profitable, generating positive net earnings and positive operating cash flows, and able to satisfy its obligations when due. Management anticipates that the Group will continue to be able to meet its liquidity requirements based on the Group’s cash flows projections, indicating the same for the next two years. The Group’s cash flows projections indicate working capital improvements over the next two years resulting from the Group’s planned increase in gold production at How Mine which, in tandem with rising gold prices, result in increased profitability and increased cash flows. Current losses as of June 30, 2025 are driven by the non-recurring transaction costs, representing $10.2 million, and the non-cash listing transactions (shares listing expense (non-recurring), earnout and warrants) representing a $5.1 million.
On December 9, 2024, the Company entered into a $4.0 million facility agreement (the “2024 Facility”) with African Banking Corporation of Zimbabwe Limited (“ABC Banc”) to finance capital expenditures. As of June 30, 2025, the facility was fully drawn and there was approximately $3.5 million outstanding under the 2024 Facility (compared to $2 million at 2024 year-end). See Note 22 “Borrowings” of Namib Minerals’ unaudited consolidated financial statements, included elsewhere in this Form 6-K.
The 2024 Facility provides for restrictive covenants, including limitations on additional debt, the maintenance of a debt service cover ratio, and limitations on certain liens. The interest rate on borrowings under the 2024 Facility is based on the base lending rate quoted by ABC Banc.
Our commitments, as of June 30, 2025, are composed of purchase commitments for plant, property, and equipment in the aggregate of $2.8 million.
Cash Flows
The following table summarizes our cash flows and cash and cash equivalents, for the periods indicated:
| Period ended June 30, | ||||||||
| (In thousands) | 2025 | 2024 | ||||||
| Net cash provided by operating activities | $ | 5,771 | $ | 11,396 | ||||
| Net cash used in investing activities | (5,647 | ) | (3,681 | ) | ||||
| Net cash provided by/(used in) financing activities | 528 | (6,654 | ) | |||||
| Net increase/(decrease) in cash and cash equivalents | 652 | 1,061 | ||||||
| Effect of exchange rate fluctuation on cash and cash equivalents | (17 | ) | (21 | ) | ||||
| Cash and cash equivalents at the beginning of year | (315 | ) | 278 | |||||
| Cash and cash equivalents, net as of period end | 320 | 1,318 | ||||||
Net cash provided by operating activities
Net cash provided by operating activities decreased by $5.6 million, or -49%, to $5.8 million during the six months ended June 30, 2025 compared to $11.4 million during the six months ended June 30, 2024, primarily reflecting the operating profit reduction driven by the lower gold grade.
Net cash used in investing activities
Net cash used in investing activities increased by $2.0 million, or 53%, to $5.6 million during the six months ended June 30, 2025 compared to $3.7 million during the six months ended June 30, 2024, primarily reflecting increased capital expenditures related to exploration, construction and development, and infrastructure concentrated on How mine.
Net cash used in financing activities
Net cash provided by financing activities was $0.5 million during the six months ended June 30, 2025 compared to $6.7 million used during the six months ended June 30, 2024, primarily resulting from our borrowings increase ($1.0 million), and the absence of dividends payment compared to the prior year.
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