Namib Minerals (NAMM) Registration filing summary

Company overview and business model

• Operates as an established gold producer with one active mine (How Mine) and two historically producing mines (Mazowe and Redwing) in Zimbabwe, with plans to restart operations at the latter two.

• Has produced approximately 1.84 million ounces of gold at How Mine since 1941; preparatory work is underway to restart Mazowe and Redwing Mines.

• Evaluates expansion opportunities in the Democratic Republic of Congo (DRC) for critical battery metals.

• Incorporated in the Cayman Islands and qualifies as both an emerging growth company and a foreign private issuer, allowing for reduced reporting requirements.

Financial performance and metrics

• As of December 31, 2025: cash and cash equivalents of $1.89 million, total indebtedness of $5.18 million, and a shareholders' deficit of $39.28 million.

• Net tangible book value as of December 31, 2025, was approximately $(0.70) per share; potential dilution to new investors if all warrants are exercised.

• 55,852,406 Ordinary Shares and 18,576,677 Warrants outstanding as of July 27, 2026.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares or warrants by selling securityholders.

• Could receive up to $213.6 million if all outstanding warrants are exercised for cash; proceeds would be used for general corporate purposes and working capital.

• Actual proceeds depend on the trading price of Ordinary Shares relative to the $11.50 exercise price; as of July 27, 2026, shares traded at $1.43, making exercise unlikely.