Welcome to our dedicated page for Namib Minerals SEC filings (Ticker: NAMM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Namib Minerals (NASDAQ: NAMM) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer. Namib Minerals is a gold producer, developer and explorer with operations focused in Zimbabwe and exploration assets in the Democratic Republic of Congo, and its filings help investors understand how the company reports on these activities.
Namib Minerals files reports with the U.S. Securities and Exchange Commission primarily on Form 6-K, which are used to furnish press releases and other information to U.S. markets. Recent 6-K filings have included operational updates for How Mine, production and cost guidance, details of feasibility study mandates with WSP for the Mazowe and Redwing mines, and business updates outlining the company’s growth strategy. Other 6-Ks have covered unaudited interim financial statements, management’s discussion and analysis, and material agreements such as a promissory note related to its business combination.
Through this page, users can track Namib Minerals’ ongoing disclosure of financial results, operational performance, feasibility study progress and capital structure developments. Real-time updates from EDGAR ensure that new 6-K submissions and other relevant forms appear as they are filed. Stock Titan’s AI-powered tools can help summarize lengthy filings, highlight key points from financial statements and management commentary, and make it easier to interpret technical information related to reserves, resources and project plans.
For investors following NAMM, reviewing these SEC filings alongside the company’s news releases provides a structured view of how Namib Minerals communicates its strategy to operate as a multi-asset gold producer and advance its exploration portfolio in the DRC.
Namib Minerals (NAMM) has an updated ownership disclosure from investor Mzilikazi Godfrey Khumalo on a Schedule 13D/A. Khumalo now reports beneficial ownership of 4,000,000 Ordinary Shares, representing 7.1% of Namib Minerals’ Ordinary Shares, with sole voting and dispositive power over these shares.
The amendment reports that Khumalo previously sold 4,886,996 Ordinary Shares in broker-assisted open market transactions at an average price of approximately $3.46 per share between August 2025 and February 2026. It also discloses a Share Loan Agreement dated June 29, 2026, under which Southern SelliBen Trust transferred 4,000,000 Ordinary Shares to Khumalo. In return, Khumalo granted the Trust a security interest in, and assigned to the Trust, all of his rights and interests in any earnout shares he may be entitled to receive from Namib Minerals.
Namib Minerals is registering the resale of up to 80,646,036 Ordinary Shares and 5,289,934 Warrants, plus the potential issuance of up to 18,576,677 Ordinary Shares upon Warrant exercise. The Resale Shares equal about 80.5% of Ordinary Shares outstanding, and the Warrants offered equal about 28.5% of Warrants outstanding, creating a large potential overhang.
As of August 5, 2026, 55,852,406 Ordinary Shares and 18,576,677 Warrants were outstanding; the shares closed at $1.49 and the Warrants at $0.227. Each Warrant has an $11.50 exercise price, so cash exercises are unlikely at current prices. If all Warrants were exercised for cash, the company could receive up to $213.6 million and total shares would rise to 74,429,083, materially diluting existing holders.
At December 31, 2025, net tangible book value was about $(39.3) million or $(0.70) per share; assuming full cash exercise of all Warrants, this would increase to about $174.4 million or $2.34 per share, implying illustrative dilution of $9.16 relative to the $11.50 exercise price. The filing also highlights potential dilution from shares issuable under the Promissory Note with Cohen, Earnout Shares, and equity plans, and notes that the company is an emerging growth company and a foreign private issuer under U.S. rules.
Namib Minerals has filed a shelf registration on Form F-3 consolidating prior registration statements and covering a large resale and warrant issuance overhang. The prospectus registers the potential resale of up to 80,646,036 Ordinary Shares and 5,289,934 Sponsor Warrants by existing holders, plus the issuance of up to 18,576,677 Ordinary Shares upon exercise of outstanding Warrants at $11.50 per share. The company will not receive proceeds from shareholder resales; it would receive up to $213.6 million only if all Warrants are exercised for cash. As of July 27, 2026, 55,852,406 Ordinary Shares and 18,576,677 Warrants were outstanding, so the registered resale shares equal about 80.5% of shares outstanding. The filing highlights that heavy potential selling by legacy SPAC sponsors, former Greenstone shareholders and other holders could pressure the stock price, and notes additional dilution risk from the $3.5 million Cohen Promissory Note, which allows share issuance at a discount to market and has already resulted in 1,620,302 shares being issued. The company currently has negative shareholders’ equity and relies on warrant exercises and other financing to strengthen its balance sheet.
Namib Minerals outlined a five-step pathway and targeted milestone schedule to restart Redwing Mine in Zimbabwe and confirmed that the technical programme of its Definitive Feasibility Study (DFS) is fully funded through completion. The DFS, led by WSP Global, will validate the technical and economic parameters of a redesigned operation.
The plan sequences dewatering, DFS work, resource definition and bankability drilling, construction, and eventual restart, with dewatering targeted for completion by Q4 2026 and the DFS technical programme expected to conclude in early Q1 2027. Parallel workstreams to upgrade power infrastructure and refurbish existing equipment are targeted for Q3 2026.
Step 3, an 8,750-metre drilling and engineering programme to advance the DFS to full bankability, represents the next funding stage, for which the company is engaging investors and lenders. A US$5.0 million, 36-month non-dilutive Ecobank term facility for How Mine frees internal cash flow to fund the DFS technical work.
Namib Minerals supplements its Form F-1 prospectus covering the resale by selling securityholders of up to 87,548,686 Ordinary Shares (including 7,212,394 issuable upon exercise of Sponsor Warrants) and up to 7,212,394 Sponsor Warrants, and the issuance of up to 18,576,712 Ordinary Shares upon exercise of Warrants. It also reports that wholly owned subsidiary Bulawayo Mining Company (How Mine) entered into a new $5.0 million term loan facility with Ecobank Zimbabwe, maturing on May 31, 2029, to finance mining development. The loan bears interest at a USD base rate of 12% per annum minus a 1% margin, carries a 1% processing fee and 0.5% drawdown fee, and is secured by a $7.5 million security interest over plant and machinery plus assignment of at least $3,000,000 in monthly gold-sale proceeds.
Namib Minerals updated its prospectus for the resale by Cohen & Company Securities of up to 1,750,000 ordinary shares issuable under a $3.5 million amended and restated promissory note. The update incorporates a June 2026 report describing new debt financing.
Wholly owned subsidiary Bulawayo Mining Company (How Mine) entered into a $5.0 million term-loan facility with Ecobank Zimbabwe. The loan runs for 36 months to May 31, 2029, at a USD base rate of 12% per annum minus a 1% margin, plus a 1% acceptance fee and 0.5% drawdown fee. It is intended to fund mining development, including hoist, mill expansion and maintenance, and drilling equipment, and is secured by a $7.5 million security interest over plant and machinery and a tripartite assignment routing at least $3,000,000 in monthly gold-sale proceeds through Ecobank.
Namib Minerals, through wholly owned subsidiary Bulawayo Mining Company (Private) Limited (“How Mining Company”), entered into a new $5.0 million term-loan facility with Ecobank Zimbabwe Limited. The Term Loan Facility has a term of 36 months, expiring on May 31, 2029, with a base lending rate of 12% per annum minus a margin of 1% per annum, an acceptance fee of 1% of the total facility amount, and a drawdown fee of 0.5% of amounts drawn. The facility is intended to finance mining development, including hoist work, expansion and maintenance of a milling plant, and drilling equipment.
Security includes a Security Agreement dated June 23, 2026, creating a $7.5 million security interest over certain existing and future plant and machinery, and a tripartite assignment agreement with Fidelity Gold Refinery and Ecobank that routes at least $3,000,000 monthly from gold sales through How Mining Company’s Ecobank account and grants Ecobank a lien on certain Fidelity receivables. The Facility Agreement also contains restrictive covenants requiring Ecobank’s prior consent for additional indebtedness, acquisitions, repayment of shareholder loans, or redemption of share capital.
Namib Minerals director Luhabe Wendy Yvonne Nomathemba filed an initial statement of beneficial ownership on Form 3. This establishes her status as a director and provides a baseline disclosure of her equity position in the company, although no specific holdings or transactions are listed in this filing.
Namib Minerals filed a Prospectus Supplement No. 2 updating its registration to cover the offer and resale of up to 87,548,686 Ordinary Shares, including 7,212,394 Ordinary Shares issuable upon exercise of Sponsor Warrants, up to 7,212,394 Sponsor Warrants, and the issuance of up to 18,576,712 Ordinary Shares upon exercise of Warrants. The Supplement incorporates a Form 6-K reporting Board and executive leadership changes, including the appointment of Tulani Sikwila as Chairman and Sphe Mchunu as Chief Financial Officer.