Filed Pursuant to Rule 424(b)(3)
Registration No. 333-288328
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated April 7, 2026)
NAMIB MINERALS
PROSPECTUS FOR
Up to 87,548,686 Ordinary Shares
Up to 18,576,712 Ordinary Shares Issuable Upon
Exercise of Warrants
Up to 7,212,394 Warrants to Purchase Ordinary
Shares
This Prospectus Supplement No. 1 (this “Supplement”)
updates and supplements the prospectus dated April 7, 2026 (the “Prospectus”), which forms a part of our Registration Statement
on Form F-1 (File No. 333-288328) (as amended, the “Registration Statement”), related to (i) the offer and resale from time
to time by the Selling Securityholders of up to (a) 87,548,686 Ordinary Shares (including 7,212,394 Ordinary Shares issuable upon the
exercise of the Sponsor Warrants), and (b) 7,212,394 Sponsor Warrants, and (ii) the issuance by us of up to 18,576,712 Ordinary Shares
upon exercise of the Warrants. Capitalized terms used in this Supplement and not otherwise defined herein have the respective meanings
ascribed to them in the Prospectus.
The purpose of this Supplement is to update and
supplement the information included in the Prospectus with the information contained in our Report on Form 6-K which was submitted to
the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2026 and is included immediately following the cover page
of this Supplement. This Supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including
any supplements and amendments thereto.
We may further amend or supplement the Prospectus
and information in this Supplement from time to time by filing amendments to the Registration Statement or other supplements to the Prospectus,
as required. You should read the entire Prospectus, this Supplement, any amendments to the Registration Statement, or subsequent supplements
to the Prospectus (to the extent information therein is not superseded by more up to date information in subsequent supplements or amendments
to the Prospectus) carefully before you make your investment decision.
Our Ordinary Shares are listed on the Nasdaq Global
Market under the symbol “NAMM,” and our Warrants are listed on the Nasdaq Capital Market under the symbol “NAMMW.”
On June 4, 2026, the closing trading prices of our Ordinary Shares and Warrants were $2.00 and $0.2449, respectively.
YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED
UNDER “RISK FACTORS” BEGINNING ON PAGE 8 OF THE PROSPECTUS.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS, AS SUPPLEMENTED
BY THIS SUPPLEMENT, IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Supplement is June 5, 2026.
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 June 2026
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
Resignation of Director
Effective June 3, 2026, Ibrahima Tall resigned
as a director of Namib Minerals (the “Company”). Mr. Tall’s decision did not involve any disagreement with the board
of directors of the Company, or the Company’s management, operations, policies or practices.
Appointment of Director
On June 4, 2026, the board of directors of the
Company (the “Board”) approved the appointment of Mr. Pascoal Alberto Bacela, age 63, effective immediately, as a Class II
director filling the vacancy created by the resignation of Molly P. Zhang (aka Peifang Zhang) who resigned as director of the Company
effective April 1, 2026. Mr. Bacela will serve as an independent director of the Company and his initial term will expire at the 2027
annual general meeting of the Company. Additionally, Mr. Bacela was appointed as a member of the audit committee. Mr. Bacela will be entitled
to receive compensation in accordance with the Company’s compensation policy for independent directors.
Over the course of his career, Mr. Bacela has
accumulated in-depth knowledge of the energy sector of Mozambique and the Southern African Development Community region. Mr. Bacela has
22 years of experience as National Director of Energy in the Ministry of Mineral Resources and Energy of Mozambique, from 1999 to 2022
followed by two years as Adviser to the Ministry of Mineral Resources and Energy of Mozambique from 2022 to 2024. In his capacity as National
Director of Energy, he was responsible for the implementation of the sector policies and development programs for the power sector, promoting
public and private investment and monitoring and evaluating the performance of public and private power generation and transmission projects.
As part of the decision-making team at the Ministry of Mineral Resources and Energy, he successfully led several energy project selection
processes based on economic and environmental viability criteria, leading to their implementation by public and private investors. Mr.
Bacela holds a BSc degree in Power Engineering from the Eduardo Mondlane University, Mozambique.
This report on Form 6-K shall not be deemed to
be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, as amended, except to the extent specifically provided in such a filing.
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 |
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| By: |
/s/ Siphesihle Mchunu |
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| Name: |
Siphesihle Mchunu |
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| Title: |
General Counsel |
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Date: June 5, 2026
