Namib Minerals entered into a definitive business combination agreement to acquire Hennessy Capital Investment Corp. VI (NasdaqGM:HCVI) from Hennessy Capital Partners VI LLC, Anna Brunelle, Sidney Dillard, Walter Roloson, John Zimmerman and others for approximately $840 million in a reverse merger transaction on June 17, 2024. 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. 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. 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 combined public company (?PubCo?) is expected to be named ?Namib Minerals? and to list its common stock and warrants to purchase common stock on Nasdaq under the new ticker symbols ?NAMM? and ?NAMMW?, respectively, subject to approval of its listing application. Namib?s existing management team, led by Chief Executive Officer, Ibrahima Tall, will continue to lead the business after the Closing. The boards of directors of both HCVI and Namib have unanimously 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.

Cohen & Company Capital Markets is serving as exclusive financial advisor and lead capital markets advisor to Namib, while Jett Capital Advisors LLC is serving as financial advisor to HCVI. Alan Annex and Adam Namoury of Greenberg Traurig, LLP is serving as U.S. legal counsel to Namib, and Jeffrey Smith and Michael Heinz of Sidley Austin LLP is serving as legal counsel to HCVI. Appleby (Cayman) Ltd. acted as legal counsel, BDO South Africa Inc. is serving as auditor to Namib, and Gateway Group is serving as investor relations advisor for the transaction.