Namib Minerals and Hennessy Capital Investment Corp. VI have entered into a definitive business combination agreement The proposed business combination is expected to be completed in the fourth quarter of 2024, subject to customary closing conditions, including regulatory and stockholder approvals. The combined public company is expected to be named “Namib Minerals” and to list its common stock and warrants to purchase common stock on Nasdaq under the new ticker symbols “NAMM” and “NAMMW”, respectively, subject to approval of its listing application. The Proposed Business Combination consideration of approximately 50 million PubCo ordinary shares values Namib at a pre-money enterprise value of $500 million, with up to an additional 30 million PubCo ordinary shares tied to the completion of operational milestones, including the commercial production of the Mazowe and Redwing mines. The Proposed Business Combination is expected to deliver net proceeds to Namib of approximately $91 million, assuming no further redemptions by HCVI‘s public stockholders, as well as approximately $60 million of additional funding from one or more financing agreements with investors expected to be executed prior to the Closing. As a result of the Proposed Business Combination, Namib expects to benefit from continued operational efficiency and cash flow generation from its producing How mine and the build-out of Namib’s multi-asset growth path. The Proposed Business Combination also represents the largest African deSPAC to date. Namib’s existing management team, led by Chief Executive Officer, Ibrahima Tall, will continue to lead the business after the Closing. Namib’s current producing asset, the How mine, is an established, high-grade, underground gold mine located near Bulawayo, Zimbabwe. The How mine is currently generating cash flow alongside a strong history of production and one of the lowest reported production cost profiles amongst its peer group. The How mine has a strong track record of consistently operating within budget and maintains additional identified underground resources, which may contribute to extending its mine life. Namib also has an identified pathway to operate as a multi-asset producer in Africa, with growth plans underway to restart the Company’s previously producing Mazowe and Redwing gold mines, along with development potential in the Democratic Republic of the Congo to unlock battery metals in the region. To date, work has commenced across 13 granted exploration permits in the DRC and six initial holes have been drilled identifying copper and cobalt potential. The Proposed Business Combination implies a pro forma combined enterprise value of PubCo $609 million, excluding additional earnout consideration, on a cash-free and debt-free basis, assuming no further redemptions of HCVI’s public shares and $60 million in targeted PIPE funding to be obtained prior to the Closing. The boards of directors of both HCVI and Namib have approved the proposed transaction, which is expected to be completed in the fourth quarter of 2024, subject to, among other things, the approvals by stockholders of HCVI and Namib and satisfaction or waiver of the other conditions set forth in the Business Combination Agreement. Net proceeds from the transaction are expected to enable Namib to invest further into its established How mine, while also contributing to the restart of production at two historically producing gold mines, Mazowe and Redwing, in Zimbabwe and expansion of operations into the DRC. Under the terms of the Business Combination Agreement, Namib’s existing shareholders will convert 100% of their equity ownership stakes into the combined company and are expected to own approximately 71% of the post-combination company upon consummation of the Proposed Business Combination. The Proposed Business Combination has been unanimously approved by the board of directors of both Namib and HCVI.