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to the Prospectus (to the extent information therein is not superseded by more up to date information in subsequent supplements or amendments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.
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: March 18, 2026
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