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)
Suite 210, 2nd Floor, Windward III
Regatta Office Park, 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
EcoBank Term Loan Facility
On June 5, 2026, Bulawayo Mining Company (Private)
Limited (the “How Mining Company”), a wholly owned subsidiary of Namib Minerals (the “Company”), entered into
a Facility Agreement (the “Facility Agreement”) with Ecobank Zimbabwe Limited (“Ecobank”) for the creation of
a new term-loan facility for an aggregate amount of $5.0 million (Five Million Dollars) (the “Term Loan Facility”). The Term
Loan Facility has a term of thirty-six (36) months and expires on May 31, 2029. The Term Loan Facility will carry a base lending rate
of 12% per annum minus a margin of 1% per annum and is subject to an acceptance fee of 1% of the total facility amount and a drawdown
fee of 0.5% of the amount drawn down. The purpose of the Term Loan Facility is to finance mining development including hoist, expansion
and maintenance of a milling plant and drilling equipment.
In connection with the Term Loan Facility and
pursuant to the Facility Agreement, How Mining Company has entered into (i) a Security Agreement dated June 23, 2026, creating a security
interest valued at $7.5 million in favor of Ecobank over certain plant and machinery owned and to be owned by How Mining Company, and
(ii) a tripartite assignment agreement with Fidelity Gold Refinery (Private) Limited (“Fidelity”) and Ecobank, dated June
23, 2026, providing for the assignment and routing of at least $3,000,000 (Three Million Dollars) monthly from gold-sales to Fidelity
through How Mining Company’s account held at Ecobank and creation of a lien upon certain proceeds or receivables due from Fidelity
to How Mining Company in favor of Ecobank.
The Facility Agreement contains customary restrictive
covenants applicable to How Mining Company and requires Ecobank’s prior consent for certain actions, including the incurrence of
additional indebtedness, the acquisition of businesses, assets, or equity interests in third parties, and the repayment of shareholder
loans or redemption of share capital.
The foregoing description of the Facility Agreement
does not purport to be complete and is qualified in its entirety by reference to the Facility Agreement, copy of which is furnished as
Exhibit 10.1 to this Report.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Facility Agreement |
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: |
Chief Financial Officer |
|
Date: July 17, 2026
