New ABC Bank facilities reshape Namib Minerals (NAMM) debt and security

Rhea-AI Filing Summary

Namib Minerals reports that its wholly owned subsidiary Bulawayo Mining Company entered a Facility Agreement with ABC Bank, rolling an existing term loan with an outstanding balance of $3,453,186 into a new structure maturing on March 31, 2028 and adding three credit facilities.

The new package includes a $2.5 million term loan with a 24‑month maturity from drawdown, a $1.0 million overdraft available until July 31, 2026, and a $1.5 million promissory note facility with a 12‑month maturity from drawdown. The company has issued a Limited Guarantee covering up to $8,453,186.11, and the facilities are secured by a $15 million deed of hypothecation over the mining lease plus liens on plant, equipment and related insurance. As of December 31, 2025, about $3.8 million was outstanding under the existing term loan and $1.0 million under the overdraft. The facilities are intended to fund capital expenditure and working capital and include covenants on additional debt, debt service coverage and certain liens.

Insights

Credit and capital structure analyst

Namib Minerals refinances debt and adds secured facilities with tighter covenants.

Namib Minerals restructures its borrowing with ABC Bank, extending an existing term loan of $3,453,186 to a March 31, 2028 maturity and adding three facilities for capital expenditure and working capital. This concentrates a meaningful portion of financing with a single lender.

The package is backed by a Limited Guarantee of up to $8,453,186.11 and secured by a $15 million deed of hypothecation over the mining lease, plus liens on plant, equipment and associated insurance. Restrictive covenants on additional indebtedness, debt service cover and liens may limit future balance sheet flexibility.

As of December 31, 2025, roughly $3.8 million under the term loan and $1.0 million under the overdraft were outstanding, showing the facilities are already in use. Future disclosures could clarify how these borrowings affect leverage, liquidity and compliance with the new financial covenants.

Form 6-K: How Foreign Companies Report to the SEC →

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 February 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

Facility Agreement

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 African Banking Corporation of Zimbabwe Limited (“ABC Bank”) in October 2025 which provides for the Company’s existing Term Loan with ABC Bank with an outstanding balance of $3,453,186 (the “Existing Term Loan Facility”) to be carried over to the Facility Agreement with a maturity of March 31, 2028 and the creation of three new facilities: (i) a $2.5 million term loan facility (the “New Term Loan Facility”), (ii) a $1.0 million overdraft facility (the “Overdraft Facility”), and (iii) a $1.5 million promissory notes facility (“Note Facility” and, together the Existing Term Loan Facility, the New Term Loan Facility, and the Overdraft Facility, the “Facilities”). The New Term Loan Facility has a maturity of twenty-four (24) months from the date of drawndown, the Overdraft Facility is available until July 31, 2026, and the Note Facility has a maturity of twelve (12) months from the date of drawdown. The Company entered into a Limited Guarantee (the “Guaranty”) guaranteeing up to $8,453,186.11 of the How Mining Company’s obligations under the Facility Agreement. The purpose of the Facilities is to finance capital expenditures and working capital requirements.

The Facility Agreement provides for restrictive covenants, including limitations on additional debt, the maintenance of a debt service cover ratio, and limitations on certain liens. The interest rate on outstanding borrowings under the Facility Agreement is based on the base lending rate quoted by ABC Bank. The Facility Agreement is secured by a $15 million deed of hypothecation over the mining lease of the How Mining Company and a lien over certain plant and equipment with a cession of insurance over such assets. As of December 31, 2025, approximately $3.8 million was outstanding under the Existing Term Loan Facility and $1.0 million was outstanding under the Overdraft Facility.

The foregoing description of the Facility Agreement and the Guaranty do not purport to be complete and is qualified in their entirety by reference to the Facility Agreement and the Guaranty, copies of which are included as Exhibits 10.1 and 10.2, respectively, to this Report.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Facility Agreement
10.2		Guaranty

1

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/ Ibrahima Tall
Name:	Ibrahima Tall
Title:	Chief Executive Officer

Date: February 6, 2026

2

FAQ

What financing did Namib Minerals (NAMM) secure with ABC Bank?

Namib Minerals secured a Facility Agreement through its subsidiary with ABC Bank, extending an existing term loan and adding a $2.5 million term loan, $1.0 million overdraft, and $1.5 million promissory note facility to fund capital expenditures and working capital.

How large is Namib Minerals’ guarantee under the new facilities?

Namib Minerals provided a Limited Guarantee of up to $8,453,186.11 covering its subsidiary’s obligations under the Facility Agreement. This guarantee backs the restructured existing term loan and the new facilities, increasing the parent company’s direct exposure to the subsidiary’s borrowing obligations.

What collateral secures Namib Minerals’ Facility Agreement with ABC Bank?

The Facility Agreement is secured by a $15 million deed of hypothecation over the mining lease of Bulawayo Mining Company, plus a lien over certain plant and equipment and a cession of insurance over those assets, providing ABC Bank with substantial asset backing.

What are the maturities of Namib Minerals’ new credit facilities?

The new term loan facility matures 24 months from drawdown, the overdraft facility is available until July 31, 2026, and the promissory notes facility matures 12 months from drawdown, creating a staggered short‑ to medium‑term debt profile.

How much was outstanding under Namib Minerals’ loans at December 31, 2025?

As of December 31, 2025, approximately $3.8 million was outstanding under the existing term loan facility and $1.0 million was outstanding under the overdraft facility, indicating significant usage of the available bank financing lines.

What key covenants apply to Namib Minerals under the Facility Agreement?

The Facility Agreement includes restrictive covenants such as limitations on additional debt, a required debt service cover ratio, and limitations on certain liens, which may constrain future borrowing and asset pledging to ensure ongoing loan serviceability.