Namib Minerals registers 87.5M shares in prospectus supplement

Namib Minerals updates its prospectus to register up to 87,548,686 Ordinary Shares for resale and to register related warrants and warrant-based issuances.

Accepted by SEC EDGAR 03/18/2026 - 04:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Namib Minerals updates its prospectus to register up to 87,548,686 Ordinary Shares for resale and to register related warrants and warrant-based issuances.

The Supplement incorporates a Form 6-K disclosing that on March 13, 2026 CEO Ibrahima Tall resigned, will receive a cash payment of $834,416.50 and 255,722 ordinary shares based on the 10‑day VWAP, and all outstanding RSUs vested. The Board appointed Tulani Sikwila as CEO in addition to his role as CFO, effective March 13, 2026.

Insights

Corporate Governance Analyst

Leadership change announced with a cash-and-equity settlement and full RSU vesting.

The Supplement registers securities for resale and includes a Form 6-K reporting the CEO resignation and a settlement where the departing CEO will receive $834,416.50 and 255,722 shares, and all RSUs vest effective March 13, 2026. The Board named the CFO as CEO concurrently.

Key dependencies include the company’s continued disclosure of any transition arrangements and executive succession details in future filings; subsequent periodic reports may provide additional compensation or governance context.

Securities/Capital Markets Specialist

Prospectus supplement registers a mixed resale and warrant-related offering totaling tens of millions of shares.

The Supplement updates the prospectus to cover up to 87,548,686 Ordinary Shares, up to 7,212,394 Sponsor Warrants, and up to 18,576,712 Ordinary Shares issuable upon exercise of Warrants. It explicitly ties the Supplement to the March 18, 2026 Form 6-K disclosure.

Cash‑flow and proceeds treatment: resale amounts are offered by selling securityholders; warrant exercises will result in issuance by the company. Further filings may clarify timing and distribution methods.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What amount of shares does NAMM register in Prospectus Supplement No. 5?

The Supplement registers up to 87,548,686 Ordinary Shares for resale. It also registers up to 7,212,394 Sponsor Warrants and up to 18,576,712 Ordinary Shares issuable upon exercise of Warrants.

What executive change did Namib Minerals disclose (NAMM)?

Ibrahima Tall resigned as CEO effective March 13, 2026. The Board appointed Tulani Sikwila to serve as CEO in addition to his CFO role, effective the same date, per the Form 6-K included in the Supplement.

What compensation did the departing CEO receive in the settlement?

The settlement provides $834,416.50 in cash and an equivalent dollar amount in ordinary shares, resulting in 255,722 shares based on the 10‑day VWAP, and vesting of all outstanding RSUs effective March 13, 2026.

Will the company receive proceeds from the registered resale amount?

Resales are by selling securityholders; proceeds from those resales flow to the selling holders. Warrant exercises (up to 18,576,712 shares) would result in issuance by the company upon exercise as described in the Supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-288328

PROSPECTUS SUPPLEMENT NO. 5

(to Prospectus dated December 2, 2025)

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. 5 (this “Supplement”) updates and supplements the prospectus dated December 2, 2025 (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 March 18, 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 March 16, 2026, the closing trading prices of our Ordinary Shares and Warrants were $2.49 and $0.146, respectively.

YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 9 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 March 18, 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 March 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 Executive Officer

On March 13, 2026, Ibrahima Tall resigned (the “Resignation”) as Chief Executive Officer of Namib Minerals (the “Company”) but will remain a director of 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. In connection with the Resignation, Mr. Tall and the Company entered into a settlement agreement which provides that, among other things, Mr. Tall will release the Company from any and all claims relating to Mr. Tall’s employment with the Company, Mr. Tall will receive a cash payment of $834,416.50 and an equivalent dollar amount in ordinary shares, par value $0.0001 per share, of the Company based on the 10-day VWAP, resulting in 255,722 shares, and all of Mr. Tall’s outstanding Restricted Stock Units will vest, effective March 13, 2026.

The Board has appointed Tulani Sikwila to serve as the Company’s Chief Executive Officer, in addition to his role as Chief Financial Officer, with effect from March 13, 2026.

This report 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.

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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
By:	/s/ Siphesihle Mchunu
Name:	Siphesihle Mchunu
Title:	General Counsel

Date: March 18, 2026

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