Namib Minerals (NASDAQ: NAMM) supplement registers 1.75M shares

Rhea-AI Filing Summary

Namib Minerals proposes resale registration of up to 1,750,000 ordinary shares. The supplement updates the April 7, 2026 prospectus to register shares that may be issued pursuant to an Amended and Restated Promissory Note with a face value of $3.5 million held by Cohen & Company Securities, LLC as Selling Shareholder.

The supplement incorporates a Form 6-K reporting a director resignation effective June 3, 2026 and the Board's appointment, effective June 4, 2026, of Pascoal Alberto Bacela as an independent director and audit committee member; his initial term expires at the 2027 annual general meeting.

Key Figures

Registered shares: 1,750,000 shares Promissory Note face value: $3.5 million Ordinary share closing price: $2.00 +3 more

6 metrics

Registered shares 1,750,000 shares Prospectus Supplement No.1 (to April 7, 2026 Prospectus)

Promissory Note face value $3.5 million Amended and Restated Promissory Note dated December 9, 2025

Ordinary share closing price $2.00 Closing price on June 4, 2026

Warrant closing price $0.2449 Closing price on June 4, 2026

Director appointment age 63 years Pascoal Alberto Bacela, appointed June 4, 2026

Director term Expires at 2027 annual general meeting Initial term for Pascoal Alberto Bacela

Key Terms

Amended and Restated Promissory Note, Selling Shareholder, Form 6-K, Audit Committee

4 terms

Amended and Restated Promissory Note financial

"issued by the Company to the Selling Shareholder with a face value of $3.5 million"

Selling Shareholder regulatory

"offer and sale from time to time by Cohen & Company Securities, LLC (the “Selling Shareholder”)"

Form 6-K regulatory

"This Supplement is to update with information contained in our Report on Form 6-K submitted June 5, 2026"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Audit Committee governance

"Mr. Bacela was appointed as a member of the audit committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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Available on EDGAR 06/05/2026 - 04:23 PM Accepted by SEC EDGAR 06/05/2026 - 04:02 PM Learn about SEC filing dates

FAQ

What does the Namib Minerals (NAMM) prospectus supplement register?

The supplement registers up to 1,750,000 ordinary shares for resale by the Selling Shareholder. These shares may be issued pursuant to an Amended and Restated Promissory Note with a face value of $3.5 million, as stated in the supplement dated June 5, 2026.

Who is the Selling Shareholder in the NAMM prospectus supplement?

Cohen & Company Securities, LLC is identified as the Selling Shareholder. The supplement states the Selling Shareholder may offer and sell up to 1,750,000 ordinary shares that may be issued under the referenced promissory note.

What director changes did Namib Minerals disclose in the Form 6-K?

Ibrahima Tall resigned as a director effective June 3, 2026. The Board appointed Pascoal Alberto Bacela effective June 4, 2026, as an independent director and audit committee member, with an initial term expiring at the 2027 annual general meeting.

Does the supplement disclose current market prices for NAMM securities?

Yes. The supplement states closing trading prices on June 4, 2026: Ordinary Shares at $2.00 and Warrants at $0.2449, as disclosed on the prospectus cover page that the supplement updates.

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290714

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated Apil 7, 2026)

NAMIB MINERALS

PROSPECTUS FOR
Up to 1,750,000 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. 333-290714) (the “Registration Statement”), related to offer and sale from time to time by Cohen & Company Securities, LLC (the “Selling Shareholder”) of up to 1,750,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Namib Minerals (the “Company”) that may be issued pursuant to the Amended and Restated Promissory Note with a face value of $3.5 million (the “Promissory Note”), dated as of December 9, 2025, issued by the Company to the Selling Shareholder. 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 7 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.

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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: June 5, 2026

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