Namib Minerals SEC Filings

Namib Minerals has filed a prospectus registering the resale of up to 87,548,686 ordinary shares and 7,212,394 warrants, plus the primary issuance of up to 18,576,712 ordinary shares upon warrant exercise. The resale shares equal about 84.7% of shares outstanding, creating a large potential overhang that the company warns could increase volatility or pressure its share price if holders sell. All resale proceeds go to existing investors, while Namib Minerals would receive up to $213,632,188 only if all 18,576,712 warrants are exercised for cash at $11.50 per share; its stock last closed at $2.15, so exercise is currently out of the money.

As of the prospectus date, 53,677,429 ordinary shares and 18,576,712 warrants were outstanding, with an additional 53,944,454 shares reserved for incentives, warrant exercises and earnouts. The SelliBen Trust controls about 63.7% of the shares, making Namib Minerals a Nasdaq “controlled company,” though it is not yet relying on related governance exemptions. The company is an emerging growth company and foreign private issuer and operates a portfolio of gold mines in Zimbabwe with additional exploration assets in the DRC.

Namib Minerals furnished a Form 6-K announcing it issued a press release providing a production and operational update.

The press release is attached as Exhibit 99.1, dated November 10, 2025. The exhibit is being furnished, not deemed “filed” under Section 18 of the Exchange Act, and is not incorporated by reference except as specifically provided.

Namib Mineralsup to 87,548,686 Ordinary Shares and up to 7,212,394 Warrants by selling securityholders, and the potential issuance of up to 18,576,712 Ordinary Shares upon warrant exercise. The company will not receive proceeds from resale; it would receive cash only if warrants are exercised.

Each warrant is exercisable for one Ordinary Share at $11.50. If fully exercised for cash, Namib Minerals could receive up to $213,632,188, but warrant exercise depends on share price; the Ordinary Shares closed at $2.15 on October 24, 2025. As of this prospectus, 53,677,429 Ordinary Shares and 18,576,712 Warrants were outstanding. The filing notes the resale shares equal roughly 84.7% of shares outstanding, which could add selling pressure and price volatility.

The company’s shares trade on Nasdaq as NAMM and its warrants as NAMMW. The SelliBen Trust owns about 63.7% of Ordinary Shares, qualifying the company as a Nasdaq “controlled company.” The prospectus highlights risks typical for mining issuers, including development, jurisdictional, commodity price, capital needs, and governance considerations.

Namib Minerals filed a prospectus to register the resale of up to 1,750,000 ordinary shares by Cohen & Company Securities, LLC under a $3.5 million Promissory Note. The company may repay the note in cash or shares over 12 months, with shares priced at the lesser of 95% of the prior Nasdaq close or the 5-day Daily VWAP average immediately preceding each payment date.

The company will not receive proceeds from any resale of these shares by the selling shareholder. The filing notes a potential for dilution because shares issued to satisfy the note may be priced below the current market. If all are issued, the registered shares would equal approximately 3.2% of ordinary shares outstanding. NAMM shares trade on the Nasdaq Global Market; the company will bear registration costs, while the selling shareholder bears selling commissions.

Namib Minerals filed a Form S-8 to register securities for its employee benefit plan, incorporating its Namib Minerals 2025 Equity Incentive Plan by reference to the company’s Form 20-F. The filing lists related exhibits including legal opinions, auditor consents, qualified-person consents for technical reports, award agreement forms, and a filing fee table. The registration statement is signed by the CEO, CFO, General Counsel and multiple directors, with signatures dated October 1, 2025.