UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 6, 2024
Hennessy Capital Investment Corp. VI
(Exact name of Registrant as specified in its
charter)
Delaware |
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001-40846 |
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86-1626937 |
(State of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
195 US Hwy 50, Suite 309
Zephyr Cove, NV |
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89448 |
(Address of principal executive offices) |
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(Zip Code) |
(775) 339-1671
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Shares of Class A common stock, par value $0.0001 per share |
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HCVI |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
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HCVIW |
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The Nasdaq Stock Market LLC |
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant |
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HCVIU |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on June 17, 2024, Hennessy
Capital Investment Corp. VI, a Delaware corporation (“SPAC”), Namib Minerals, an exempted company limited by shares incorporated
under the laws of the Cayman Islands (“PubCo”), Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly-owned
subsidiary of PubCo, Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and
a direct wholly-owned subsidiary of PubCo, and Greenstone Corporation, an exempted company limited by shares incorporated under the laws
of the Cayman Islands ( “Greenstone”), entered into a business combination agreement (the “Business Combination Agreement”),
pursuant to which the parties thereto will enter into a business combination transaction (the “Business Combination”).
On December 6, 2024, the parties to the Business
Combination Agreement entered into an amendment to the Business Combination Agreement (the “Amendment”). The Amendment extends
the outside date for consummating the Business Combination from December 16, 2024 to March 31, 2025.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by the full text of the Amendment filed as Exhibit 2.1 to this Current Report
on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 9, 2024, PubCo and SPAC issued a joint
press release announcing that PubCo and Greenstone, as co-registrant, have filed with the U.S. Securities and Exchange Commission (the
“SEC”) a registration statement on Form F-4 (the “Registration Statement”) relating to the Business Combination.
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Furnished herewith as Exhibit 99.2 to this Current
Report and incorporated herein by reference is an amended investor presentation that SPAC, PubCo and Greenstone have prepared for use
in connection with the Business Combination, and which amends the investor presentation that was furnished to the SEC on September 24,
2024.
The foregoing (including Exhibits 99.1 and 99.2
to this Current Report) and the information set forth therein are being furnished pursuant to Item 7.01 and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
************
Important Information for Investors and Stockholders
In connection with the Business Combination, PubCo
and Greenstone, as co-registrant, have filed with the SEC the Registration Statement, which includes a prospectus with respect to PubCo’s
securities to be issued in connection with the Business Combination and a proxy statement to be distributed to holders of SPAC’s
common stock in connection with SPAC’s solicitation of proxies for the vote by SPAC’s stockholders with respect to the Business
Combination and other matters to be described in the Registration Statement (the “Proxy Statement”). After the SEC declares
the Registration Statement effective, SPAC plans to file the definitive Proxy Statement with the SEC and to mail copies to stockholders
of SPAC as of a record date to be established for voting on the Business Combination. This Current Report and Exhibits 99.1 and 99.2 furnished
herewith do not contain all the information that should be considered concerning the Business Combination and is not a substitute for
the Registration Statement, the Proxy Statement or for any other document that PubCo or SPAC may file with the SEC. Before making any
investment or voting decision, investors and security holders of SPAC and Greenstone are urged to read the Registration Statement and
the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed with
the SEC in connection with the Business Combination as they become available because they will contain important information about Greenstone,
SPAC, PubCo and the Business Combination.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with
the SEC by PubCo and SPAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by PubCo and SPAC
may be obtained free of charge from SPAC’s website at hennessycapllc.com or by directing a request to Nicholas Geeza, Chief Financial
Officer, PO Box 1036, 195 US Hwy 50, Suite 309, Zephyr Cove, Nevada 89448 or by telephone at (775) 339-1671. The information contained
on, or that may be accessed through, the websites referenced in this Current Report is not incorporated by reference into, and is not
a part of, this Current Report.
Participants in the Solicitation
Greenstone, SPAC, PubCo and their respective directors,
executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the
solicitations of proxies from SPAC’s stockholders in connection with the Business Combination. For more information about the names,
affiliations and interests of SPAC’s directors and executive officers, please refer to SPAC’s annual report on Form 10-K filed
with the SEC on March 29, 2024 and the Registration Statement, the Proxy Statement and other relevant materials filed with the SEC in
connection with the Business Combination from time to time. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, which may, in some cases, be different than those of SPAC’s stockholders
generally, are included in the Registration Statement and the Proxy Statement. Stockholders, potential investors and other interested
persons should read the Registration Statement and the Proxy Statement carefully before making any voting or investment decisions. You
may obtain free copies of these documents from the sources indicated above.
Forward Looking Statements
This Current Report includes, or incorporates by
reference, forward-looking statements. All statements other than statements of historical facts contained in this Current Report are forward-looking
statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such
as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”
“may,” “target,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events
or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements include, without limitation, Greenstone’s, SPAC’s, PubCo’s, or their respective management
teams’ expectations concerning the outlook for their or PubCo’s business, productivity, plans, and goals for future operational
improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the
capital and credit markets and expected future financial performance, including the restart of Greenstone’s Mazowe mine and Redwing
mine and related expansion plans, capital expenditure plans and timeline, the development and goals of the prospective exploration licenses
in the Democratic Republic of Congo (the “DRC”), mineral reserve and resource estimates, production, and other operating results,
productivity improvements, expected net proceeds, expected additional funding, the percentage of redemption of SPAC’s public stockholders,
growth prospects and outlook of PubCo’s operations, individually or in the aggregate, including the achievement of project milestones,
commencement and completion of commercial operations of certain of Greenstone’s exploration and production projects, as well as
any information concerning possible or assumed future results of operations of PubCo. Forward-looking statements also include statements
regarding the expected benefits of the Business Combination. The forward-looking statements are based on the current expectations of the
respective management teams of PubCo and SPAC, as applicable, and are inherently subject to uncertainties and changes in circumstance
and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking
statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price
of SPAC’s securities; (ii) the risk that the Business Combination may not be completed by SPAC’s business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; (iii) the failure to satisfy
the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders
of SPAC and Greenstone, the satisfaction of the $25 million minimum cash amount following redemptions by SPAC’s public stockholders
and the receipt of certain regulatory approvals; (iv) market risks, including the price of gold; (v) the occurrence of any event, change
or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement
or pendency of the Business Combination on Greenstone’s business relationships, performance, and business generally; (vii) the outcome
of any legal proceedings that may be instituted against Greenstone, PubCo or SPAC related to the Business Combination Agreement or the
Business Combination; (viii) failure to realize the anticipated benefits of the Business Combination; (ix) the inability to maintain the
listing of SPAC’s securities or to meet listing requirements and maintain the listing of PubCo’s securities on the Nasdaq;
(x) the inability to remediate the identified material weaknesses in Greenstone’s internal control over financial reporting, which,
if not corrected, could adversely affect the reliability of Greenstone’s and PubCo’s financial reporting; (xi) the risk that
the price of PubCo’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries
in which PubCo plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters
or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes
in the combined capital structure; (xii) the inability to implement business plans, forecasts, and other expectations after the completion
of the Business Combination, identify and realize additional opportunities, and manage growth and expanding operations; (xiii) the risk
that PubCo may not be able to successfully develop its assets, including expanding the How Mine, restarting and expanding its other mines
in Zimbabwe or developing its exploration permits in the DRC; (xiv) the risk that PubCo will be unable to raise additional capital to
execute its business plan, which may not be available on acceptable terms or at all; (xv) political and social risks of operating in Zimbabwe
and the DRC; (xvi) the operational hazards and risks that Greenstone faces; and (xvii) the risk that additional financing in connection
with the Business Combination may not be raised on favorable terms, in a sufficient amount to satisfy the $25 million (post-redemptions)
minimum cash amount condition to the Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may be
additional risks that neither SPAC nor PubCo presently know or that SPAC and PubCo currently believe are immaterial. You should carefully
consider the foregoing factors, any other factors discussed in this Current Report and the other risks and uncertainties described in
the “Risk Factors” section of SPAC’s Annual Report on Form 10-K for the year ended December, 31, 2023, which was filed
with the SEC on March 29, 2024, the risks described in the Registration Statement, which includes the Proxy Statement, and those discussed
and identified in filings made with the SEC by SPAC and PubCo, from time to time. PubCo and SPAC caution you against placing undue reliance
on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking
statement is made. Forward-looking statements set forth in this Current Report speak only as of the date of this Current Report. None
of SPAC or PubCo undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or
changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that SPAC or PubCo will make
additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions
and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including
discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in SPAC’s or PubCo’s
public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
No Offer or Solicitation
This Current Report shall not constitute an offer
to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote,
consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation
or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the Business Combination shall be made except
by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number |
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Description |
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2.1 |
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Amendment No. 1 to the Business Combination Agreement, dated as of December 6, 2024, by and among Hennessy Capital Investment Corp. VI, Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation. |
99.1 |
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Press Release, dated December 9, 2024. |
99.2 |
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Investor Presentation, dated December 2024. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto
duly authorized.
HENNESSY CAPITAL INVESTMENT CORP. VI |
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By: |
/s/ Nicholas Geeza |
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Name: |
Nicholas Geeza |
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Title: |
Chief Financial Officer |
|
Dated: December 9, 2024
5
Exhibit 2.1
amendMENT
No. 1
to THE
BUSINESS COMBINATION AGREEMENT
______________
This AMENDMENT NO. 1 (this “Amendment”),
dated as of December 6, 2024, to the Business Combination Agreement, dated as of June 17, 2024 (as amended, the “Business Combination
Agreement”), is by and among Hennessy Capital Investment Corp. VI (“SPAC”), Namib Minerals, Midas SPAC Merger
Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (the “Company”). Capitalized terms not otherwise
defined in this Amendment have the meanings given to such terms in the Business Combination Agreement.
WHEREAS, Section 11.12 of the Business Combination
Agreement permits the amendment of the Business Combination Agreement in accordance with the terms set forth therein; and
WHEREAS, the parties hereto desire to amend the Business
Combination Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT
1. Amendment
and Restatement of Section 10.1(i). Section 10.1(i) of the Business Combination Agreement is hereby amended and restated in its entirety
to read as follows:
“(i) by
written notice from either SPAC or the Company to the other, if the Transactions shall not have been consummated on or prior to March
31, 2025 (the “Outside Date”); provided that the right to terminate this Agreement pursuant to this Section
10.1(i) will not be available to any party whose breach of any provision of this Agreement primarily caused or resulted in the
failure of the Transactions to be consummated by such time.”
ARTICLE II
MISCELLANEOUS
1. No Further
Amendment. Except as expressly amended hereby, the Business Combination Agreement is in all respects ratified
and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely
as written and shall not be deemed to be an amendment to any other term or condition of the Business Combination Agreement or any of the
documents referred to therein.
2. Effect
of Amendment. This Amendment shall form a part of the Business Combination Agreement for all purposes, and
each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference
to the Business Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby. Notwithstanding
the foregoing, references to the date of the Business Combination Agreement, “the date hereof” and “the date of this
Agreement” shall in all instances continue to refer to June 17, 2024.
3. Governing
Law. This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this
Amendment (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Amendment, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of laws that would otherwise require the application of the law of any other state.
4. Consent
to Jurisdiction. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL
COURTS OF THE STATE OF DELAWARE SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AMENDMENT.
5. Severability.
If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of
this Amendment shall remain in full force and effect. The parties hereto further agree that if any provision contained in this
Amendment is, to any extent, held invalid or unenforceable in any respect under the laws governing this Amendment, they shall take
any actions necessary to render the remaining provisions of this Amendment valid and enforceable to the fullest extent permitted by
law and, to the extent necessary, shall amend or otherwise modify this Amendment to replace any provision contained in this
Amendment that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties
hereto.
6. Counterparts;
Electronic Signatures. This Amendment may be executed in two or more counterparts, and by different parties
in separate counterparts, with the same effect as if all parties hereto had signed the same document, but all of which together shall
constitute one and the same instrument. Copies of executed counterparts of this Amendment transmitted by electronic transmission (including
by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts (such as DocuSign) shall have the
same legal effect as original signatures and shall be considered irrevocable originally executed counterparts of this Amendment.
[Signature Page Follows.]
IN WITNESS WHEREOF the parties hereto have hereunto
caused this Amendment to be duly executed as of the date first above written.
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HENNESSY CAPITAL INVESTMENT CORP. VI |
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By: |
/s/
Daniel J. Hennessy |
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Name: |
Daniel J. Hennessy |
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Title: |
Chief Executive Officer |
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CAYMAN MERGER
SUB LTD. |
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By: |
/s/ Tulani Sikwila |
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Name: |
Tulani Sikwila |
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Title: |
Director |
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MIDAS SPAC
MERGER SUB INC. |
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By: |
/s/ Ibrahima
Tall |
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Name: |
Ibrahima Tall |
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Title: |
President |
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NAMIB MINERALS |
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By: |
/s/ Tulani Sikwila |
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Name: |
Tulani Sikwila |
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Title: |
Director |
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GREENSTONE
CORPORATION |
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By: |
/s/ Tulani Sikwila |
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Name: |
Tulani Sikwila |
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Title: |
Director |
[Signature Page to Amendment]
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-1_001.jpg)
Namib Minerals and
Hennessy Capital Investment Corp. VI Announce Filing of Registration Statement in Connection with their Proposed Business
Combination and Namib Minerals’ Planned Nasdaq Listing
● | Namib
Minerals and co-registrant Greenstone Corporation (“Greenstone”) filed a registration statement on Form F-4 (the “Registration
Statement”) with the U.S. Securities Exchange Commission (the “SEC”), a critical step in advancing their previously
announced proposed business combination with Hennessy Capital Investment Corp. VI (Nasdaq: HCVI) (“HCVI” or “Hennessy
Capital”), and planned Nasdaq listing of Namib Minerals’ ordinary shares under the ticker “NAMM.” |
| |
● | The
proposed business combination values Namib Minerals at a pre-money enterprise value of $500 million with up to an additional 30 million
of contingent ordinary shares tied to the completion of operational milestones.(1) |
| |
● | Transaction
proceeds are intended to be used to accelerate Namib Minerals’ growth plans for Greenstone’s assets, including the restart
of two gold mines in Zimbabwe and expansion into prospective battery metal assets, including copper and cobalt, in the Democratic Republic
of Congo (the “DRC”). |
| |
● | How
mine, a high-grade cash-generating gold asset currently owned by Greenstone, supports low-cost production, while restart efforts at the
Mazowe and Redwing mines aim to establish Namib Minerals as a multi-asset producer in Africa. |
NEW YORK, Dec. 9, 2024 (GLOBE NEWSWIRE)
- Namib Minerals, which would become a public company upon consummation of the proposed business combination, Greenstone, an affiliate
of Namib Minerals and an established African gold producer with an attractive portfolio of mining assets in Zimbabwe, and HCVI, a Nasdaq
listed special purpose acquisition company, today announced the filing of the Registration Statement with the SEC on Friday, December
6, 2024. This filing represents a key milestone in connection with their previously announced proposed business combination, which is
expected to result in Namib Minerals listing its ordinary shares and warrants on Nasdaq under the ticker symbols “NAMM” and
“NAMMW,” respectively, subject to approval of its listing application. While the Registration Statement has not yet become
effective and the information contained therein is subject to change, it provides important information about Namib Minerals, Greenstone,
HCVI, and the proposed business combination.
Upon completion of the transaction, Namib Minerals
will own Greenstone’s mining and exploration assets and plans to accelerate its growth strategy and build out its portfolio of mining
assets. Located strategically in the Bulawayo Greenstone Belt of Southern Zimbabwe, Greenstone’s cash flow generating How mine has
produced over 1.8Moz of gold between 1941 and 2023. Restart efforts at the Mazowe and Redwing mines, historically producing gold mines
currently on care and maintenance, aim to diversify Namib Minerals’ production scale upon the mines’ recommencement. The Mazowe
and Redwing mines have total measured and indicated resource estimates of 291koz at 7.77 g/t Au and 1,188koz at 3.83 g/t Au, respectively,
and inferred resource estimates of 915koz at 8.65 g/t Au and 1,328koz at 2.61 g/t Au, respectively, based on technical report summaries
for each mine prepared in compliance with Subpart 1300 of Regulation S-K promulgated by the SEC (“S-K 1300”). Greenstone also
currently holds interests in 13 battery metals exploration permits in the DRC, including six initial diamond drilling holes that show
potential for copper and cobalt. Located in the resource-rich Haut Katanga and Lualaba Provinces, these assets position Namib Minerals
to capitalize on the rising global demand for battery metals.
Greenstone Snapshot:
| ● | Established, well-known African gold producer
– Produced ~589koz from 2012 to 2023(2) |
| | |
| ● | Operating in Zimbabwe since 2002 – Greenstone
brings a proven management team with operational and developmental success |
| | |
| ● | Producing positive cash flow – 1H
2024 Revenue: $42M(3) / 2023 Revenue: $65M(4); 1H 2024 Profit: $9.2M(3) / 2023 Profit: $3.6M(4);
1H 2024 Adj. EBITDA: $17M(5) / 2023 Adj. EBITDA: $20M(5) |
| | |
| ● | One production stage asset, two exploration
stage assets – As of December 31, 2023, total measured and indicated mineral resources: 1.6Moz at 3.92 g/t Au(6);
total inferred mineral resources: 2.4Moz(6) |
| | |
| ● | Well-positioned to unlock shareholder value
as a multi-asset producer in Africa – Preparation works and feasibility studies underway at the Mazowe and Redwing mines |
| | |
| ● | Certified to ISO Standards(7)
– 0.86 lost time injury frequency rate in 2023(8) |
“As Namib Minerals takes this significant
step toward becoming a publicly traded company, we remain dedicated to our mission of creating safe, sustainable, and profitable mining
operations,” said Ibrahima Tall, Chief Executive Officer and Director of Namib Minerals. “This transaction positions us to
advance our strategy, from restarting the Mazowe and Redwing gold mines to expanding our focus on copper and cobalt potential in the DRC.
We are excited about the opportunities this partnership creates to deliver long-term value to our stakeholders while contributing responsibly
to the communities where we operate.”
“Filing the Registration Statement marks
an important milestone in the proposed Namib-Hennessy Capital business combination,” said Daniel Hennessy, Chief Executive Officer
and Chairman of Hennessy Capital. “We are proud to support Namib Minerals as it continues to build a leading Pan-African platform
for precious and critical metals production. Namib Minerals stood out as a compelling partner due to its history of mining in
precious metals, opportunities for future expansion and its mission to create safe, sustainable and profitable operations in the
communities it serves. With its strong portfolio of assets and clear growth strategy, Namib Minerals is well-positioned to capitalize
on increasing global demand for these essential resources.”
Proposed Transaction Highlights
The proposed business
combination implies a pro forma combined enterprise value of Namib Minerals at approximately $602 million, excluding additional earnout
consideration, assuming no further redemptions of HCVI’s public shares and $60 million in targeted PIPE funding to be obtained prior
to the closing of the transaction. The boards of directors of HCVI, Greenstone, and Namib Minerals have approved the proposed transaction,
which is expected to be completed in the first quarter of 2025, subject to, among other things, the approvals by stockholders of HCVI
and Greenstone and satisfaction or waiver of the other conditions set forth in the business combination agreement, dated June 17, 2024
(as amended on December 6, 2024, the “Business Combination Agreement”). At closing of the proposed business combination, Greenstone’s
existing shareholders will exchange their equity in Greenstone for approximately 74% of the equity of Namib Minerals.
Net proceeds from the
transaction are expected to enable Namib Minerals to invest further into the How mine, while also contributing to the restart of production
at the Mazowe and Redwing mines, each in Zimbabwe, and to help fund the expansion of operations into the DRC.
Additional
information about the proposed business combination, including a copy of the Business Combination Agreement, is available on the Current
Report on Form 8-K, dated June 17, 2024, filed by HCVI with the SEC on June 18, 2024 and available at www.sec.gov.
References:
| (1) | Pre-money equity value of $500 million excludes additional 30 million of contingent ordinary shares ($300M
value) to be issued by Namib Minerals to current Greenstone shareholders upon the completion of operational milestones. |
| | |
| (2) | Internal historical production numbers aligning with the How Mine S-K 1300 Technical Report Summary, December
2024; Mazowe Mine S-K 1300 Technical Report Summary, December 2024; Redwing Mine S-K 1300 Technical Report Summary, December 2024. |
| | |
| (3) | Unaudited interim financial statements and notes of Greenstone as of and for the six months ended June
30, 2024. |
| | |
| (4) | Audited financial statements and notes of Greenstone as of and for the year ended December 31, 2023. |
| | |
| (5) | Adjusted EBITDA is a non-International Financial Reporting Standards (“IFRS”) measure, which
should not be considered in isolation or as a substitute for IFRS measures. See “Use of Non-IFRS Financial Measures” below
for more information. |
| | |
| (6) | How Mine S-K 1300 Technical Report Summary, December 2024, exclusive of Mineral Reserves; Mazowe Mine
S-K 1300 Technical Report Summary, December 2024; Redwing Mine S-K 1300 Technical Report Summary, December 2024. |
| | |
| (7) | Unaudited Greenstone 2023 Annual Report, Recertification achieved on all three international standards-based
management systems; ISO 14001 of 2015: Environmental Management Systems (EMS), ISO 9001 of 2015: Quality Management Systems (QMS) and
ISO 45001 of 2018: Occupational Safety and Health Management Systems (OHSMS). |
| | |
| (8) | How Mine internal management safety reporting. |
Advisors
Cohen & Company Capital Markets is serving
as exclusive financial advisor and lead capital markets advisor to Greenstone and Namib Minerals, while Jett Capital Advisors LLC is serving
as financial advisor to HCVI. Greenberg Traurig, LLP is serving as U.S. legal counsel to Greenstone and Namib Minerals, Sidley Austin
LLP is serving as legal counsel to HCVI, and Appleby (Cayman) Ltd. is serving as Cayman Islands legal counsel to Greenstone and Namib.
BDO South Africa Inc. is serving as auditor to Greenstone and Namib Minerals, and Alliance Advisors Investor Relations is serving as investor
relations advisor for the transaction.
About Greenstone Corporation and Namib Minerals
Greenstone is a gold producer, developer and explorer
with operations focused in Zimbabwe. Greenstone is a significant player in Zimbabwe’s mining industry, driving sustainable growth
and innovation across the sector. Currently Greenstone operates an underground mine in Zimbabwe, with additional exploration assets in
Zimbabwe and the DRC. Greenstone operates using conventional mining as well as modern processes and is seeking alternative areas of growth.
Upon the closing of the proposed business transaction, Namib Minerals will hold all of Greenstone’s assets.
For additional information, please visit namibminerals.com
About Hennessy Capital Investment Corp. VI
Hennessy Capital Investment Corp. VI is a special
purpose acquisition company (SPAC) listed on the Nasdaq Global Market (NASDAQ: HCVI). HCVI was formed by Daniel J. Hennessy for the purpose
of acquiring, and introducing to the public markets, a strong and competitive company operating in the industrial sector.
For additional information, please visit hennessycapitalgroup.com
Forward Looking Statements
All statements other than statements of
historical facts contained in this press release, including statements regarding HCVI’s, Greenstone’s, or Namib
Minerals’ future financial position, results of operations, business strategy, and plans and objectives of their respective
management teams for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In
some cases, you can identify forward-looking statements by words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,”
“believe,” “seek,” “strategy,” “future,” “opportunity,”
“may,” “target,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” “preliminary,” or similar expressions that predict or
indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements include, without limitation, HCVI’s, Greenstone’s, or
their respective management teams’ expectations concerning the outlook for their or Namib Minerals’ business,
productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market
conditions, or economic performance and developments in the capital and credit markets and expected future financial performance,
including the restart of the Mazowe mine and the Redwing mine and related expansion plans, capital expenditure plans and timeline,
the development and goals of the prospective exploration licenses in the DRC, mineral reserve and resource estimates, production and
other operating results, productivity improvements, expected net proceeds, expected additional funding, the percentage of
redemptions of HCVI’s public stockholders, growth prospects and outlook of Namib Minerals’ operations, individually or
in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain
of Namib Minerals’ exploration and production projects, as well as any information concerning possible or assumed future
results of operations of Namib Minerals. Forward-looking statements also include statements regarding the expected benefits of the
proposed business combination. The forward-looking statements are based on the current expectations of the respective management
teams of Greenstone and HCVI, as applicable, and are inherently subject to uncertainties and changes in circumstance and their
potential effects. There can be no assurance that future developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, (i) the risk that the proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of HCVI’s securities; (ii) the risk that the proposed business
combination may not be completed by HCVI’s business combination deadline and the potential failure to obtain an extension of
the business combination deadline if sought by HCVI; (iii) the failure to satisfy the conditions to the consummation of the proposed
business combination, including the adoption of the Business Combination Agreement by the stockholders of HCVI and Greenstone, the
satisfaction of the $25 million minimum cash amount following redemptions by HCVI’s public stockholders and the receipt of
certain regulatory approvals; (iv) market risks, including the price of gold; (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or
pendency of the proposed business combination on Greenstone’s business relationships, performance, and business generally;
(vii) the outcome of any legal proceedings that may be instituted against Greenstone or HCVI related to the Business Combination
Agreement or the proposed business combination; (viii) failure to realize the anticipated benefits of the proposed business
combination; (ix) the inability to maintain the listing of HCVI’s securities or to meet listing requirements and maintain the
listing of Namib Minerals’ securities on the Nasdaq; (x) the inability to remediate the identified material weaknesses in
Greenstone’s internal control over financial reporting, which, if not corrected, could adversely affect the reliability of
Greenstone’s and Namib Minerals’ financial reporting; (xi) the risk that the price of Namib Minerals’ securities
may be volatile due to a variety of factors, including changes in the highly competitive industries in which Greenstone plans to
operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health
epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in
the combined capital structure; (xii) the inability to implement business plans, forecasts, and other expectations after the
completion of the proposed business combination, identify and realize additional opportunities, and manage its growth and expanding
operations; (xiii) the risk that Greenstone may not be able to successfully develop its assets, including expanding the How mine,
restarting and expanding its other mines in Zimbabwe or developing its exploration permits in the DRC; (xiv) the risk that
Greenstone will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms
or at all; (xv) political and social risks of operating in Zimbabwe and the DRC; (xvi) the operational hazards and risks that Namib
Minerals faces; and (xvii) the risk that additional financing in connection with the proposed business combination may not be raised
on favorable terms, in a sufficient amount to satisfy the $25 million (post-redemptions) minimum cash amount condition to the
Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may be additional risks that neither HCVI
nor Greenstone presently know or that HCVI and Greenstone currently believe are immaterial. You should carefully consider the
foregoing factors, any other factors discussed in this press release and the other risks and uncertainties described in the
“Risk Factors” section of HCVI’s Annual Report on Form 10-K for the year ended December, 31, 2023, which was filed
with the SEC on March 29, 2024, the risks described in the Registration Statement, which includes a preliminary proxy
statement/prospectus, and those discussed and identified in filings made with the SEC by HCVI and Namib Minerals from time to time.
Greenstone and HCVI caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are
based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in
this press release speak only as of the date of this press release. None of Greenstone, HCVI, or Namib Minerals undertakes any
obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the
event that any forward-looking statement is updated, no inference should be made that Greenstone, HCVI, or Namib Minerals will make
additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or
revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking
statements, including discussions of significant risk factors, may appear, up to the consummation of the proposed business
combination, in HCVI’s or Namib Minerals’ public filings with the SEC, which are or will be (as appropriate) accessible
at www.sec.gov, and which you are advised to review carefully.
Important Information for Investors and Stockholders
In connection with the proposed business combination, Namib Minerals
and Greenstone, as co-registrant, have filed with the SEC the Registration Statement, which includes a prospectus with respect to Namib
Minerals’ securities to be issued in connection with the proposed business combination and a proxy statement to be distributed to
holders of HCVI’s common stock in connection with HCVI’s solicitation of proxies for the vote by HCVI’s stockholders
with respect to the proposed business combination and other matters to be described in the Registration Statement (the “Proxy Statement”).
After the SEC declares the Registration Statement effective, HCVI plans to file the definitive Proxy Statement with the SEC and to mail
copies to stockholders of HCVI as of a record date to be established for voting on the proposed business combination. This press release
does not contain all the information that should be considered concerning the proposed business combination and is not a substitute for
the Registration Statement, Proxy Statement or for any other document that Namib Minerals or HCVI may file with the SEC. Before making
any investment or voting decision, investors and security holders of HCVI and Namib Minerals are urged to read the Registration Statement
and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be filed
with the SEC in connection with the proposed business combination as they become available because they will contain important information
about Greenstone, HCVI, Namib Minerals and the proposed business combination. Investors and security holders will be able to obtain free
copies of the Registration Statement, the Proxy Statement and all other relevant documents filed or that will be filed with the SEC by
Namib Minerals and HCVI through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Namib Minerals and
HCVI may be obtained free of charge from HCVI’s website at hennessycapllc.com or by directing a request to Nicholas Geeza, Chief
Financial Officer, PO Box 1036, 195 US Hwy 50, Suite 309, Zephyr Cove, Nevada 89448; Tel: (775) 339-1671. The information contained on,
or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part
of, this press release.
Participants in the Solicitation
Greenstone, HCVI, Namib Minerals and their respective directors, executive
officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations
of proxies from HCVI’s stockholders in connection with the proposed business combination. For more information about the names,
affiliations and interests of HCVI’s directors and executive officers, please refer to HCVI’s annual report on Form 10-K filed
with the SEC on March 29, 2024 and the Registration Statement, Proxy Statement and other relevant materials filed with the SEC in connection
with the proposed business combination from time to time. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, which may, in some cases, be different than those of HCVI’s stockholders
generally, are included in the Registration Statement and the Proxy Statement. Stockholders, potential investors and other interested
persons should read the Registration Statement and the Proxy Statement carefully before making any voting or investment decisions. You
may obtain free copies of these documents from the sources indicated above.
Use of Non-IFRS Financial Measures
Greenstone utilizes non-IFRS financial measures,
including Adjusted EBITDA, to complement its IFRS reporting and provide stakeholders with a deeper understanding of its operational performance
and financial health. These measures offer insights into trends and factors that IFRS metrics may not fully capture, and Greenstone believes
they are essential for formulating strategic decisions and business plans. Non-IFRS financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Greenstone
may not be comparable to similarly titled amounts used by other companies. While not a substitute for IFRS results, they exclude items
not indicative of Greenstone’s core operations, enhancing comparability across periods. Greenstone defines Adjusted EBITDA as profit
for the period before finance cost, loss on sale, related party credit loss, taxes, depreciation, impairment of long lived assets, interest
income, financial guarantee remeasurement, and share-based payments. The table below presents Greenstone’s Adjusted EBITDA for the
year ended December 31, 2023 and the six-month period ended June 30, 2024, reconciled to Greenstone’s Profit for the year ended
December 31, 2023 and the six-month period ended June 30, 2024, respectively, which is the most comparable IFRS measure:
(In thousands) | |
31-Dec-23 | | |
30-Jun-24 | |
Profit for the period ended | |
$ | 3,627 | | |
| 9,175 | |
Finance cost | |
| 2,415 | | |
| 1,057 | |
Loss on sale | |
| 41 | | |
| — | |
Related party credit loss | |
| 6,818 | | |
| 552 | |
Income tax expense | |
| 5,254 | | |
| 4,433 | |
Depreciation | |
| 2,705 | | |
| 1,666 | |
Impairment | |
| — | | |
| — | |
Interest income | |
| (114 | ) | |
| — | |
Financial guarantee remeasurement | |
| (486 | ) | |
| (2,746 | ) |
Share-based payments | |
| — | | |
| 2,834 | |
Adjusted EBITDA | |
$ | 20,260 | | |
| 16,971 | |
Cautionary Note Regarding Mineral Resources and Mineral Reserves
Estimates of “measured”, “indicated,” and “inferred”
mineral resources as well as “mineral reserves” shown in this press release are defined in S-K 1300. The estimation of measured
resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven
and probable mineral reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic
viability than the estimation of other categories of resources. Investors are cautioned not to assume that any or all of the mineral resources
are economically or legally mineable or that these mineral resources will ever be converted into mineral reserves. You are cautioned that
mineral resources do not have demonstrated economic viability.
No Offer or Solicitation
This press release shall not constitute an offer
to sell or exchange, the solicitation of an offer to buy or a recommendation to purchase, any securities, or a solicitation of any vote,
consent or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation
or sale may be unlawful under the laws of such jurisdiction. No offering of securities in the proposed business combination shall be made
except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts
Greenstone Corporation/Namib Minerals:
info@namibminerals.com
Hennessy Capital Investment Corp. VI:
Nicholas Geeza
ngeeza@hennessycapitalgroup.com
Investor Relations:
Caroline Sawamoto
NamibIR@allianceadvisors.com
5
Exhibit 99.2
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-2_001.jpg)
December 2024
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-2_002.jpg)
All statements other than statements of historical facts contained in this presentation (together with oral statements made in connection herewith, this “Presentation”) are, including statements regarding Greenstone Corporation’s (Greenstone” or the “Company”), Hennessy Capital Investment Corp. VI’s (“SPAC”), or Namib Minerals’ (“Namib Minerals” or “PubCo”) future financial position, results of operations, business strategy, market demand and plans and objectives of their respective management teams for future operations, forward - looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward - looking statements. In some cases, you can identify forward - looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements include, without limitation, Greenstone’s, SPAC’s, PubCo’s, or their respective management teams’ expectations concerning the outlook for their or PubCo’s business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, including the restart of the Mazowe Mine and the Redwing Mine and related expansion plans, capital expenditure plans and timeline, the development and goals of the prospective exploration licenses in the Democratic Republic of the Congo (the “DRC”), 2024 estimates of financial and operational performance, economic outlook for the gold mining industry, mineral reserve and resource estimates, outlook for investing in Zimbabwe, expectations regarding gold prices and exchange rates, production, total cash costs, all - in costs, cost savings and other operating results, productivity improvements, expected net proceeds, expected additional funding, the percentage of redemption of SPAC’s public stockholders, growth prospects and outlook of Pubco’s operations, individually or in the aggregate, includ ing the achievement of project milestones, commencement and completion of commercial operations of certain of Greenstone exploration and production projects, as well as any information concerning possible or assumed future results of operations of PubCo. Forward - looking statements also include statements regarding the expected benefits of the proposed business combination between Greenstone and SPAC, which will include Greenstone and SPAC becoming wholly - owned subsidiaries of PubCo, and related transactions (the "Proposed Business Combination") pursuant to the Business Combination Agreement among Greenstone, SPAC, PubCo, Midas SPAC Merger Sub Inc. and Cayman Merger Sub Ltd. (the “Business Combination Agreement”). The forward - looking statements are based on the current expectations of the respective management teams of Greenstone and SPAC, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward - looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward - looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s securities; (ii) the risk that the Proposed Business Combination may not be completed by SPAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SPAC; (iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the adoption of the Business Combination Agreement by the stockholders of SPAC and Greenstone, the satisfaction of the $25 million minimum cash amount following redemptions by SPAC’s public stockholders and the receipt of certain regulatory approvals; (iv) market risks, including the price of gold; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the Proposed Business Combination on Greenstone’s business relationships, performance, and business generally; (vii) the outcome of any legal proceedings that may be instituted against Greenstone or SPAC related to the Business Combination Agreement or the Proposed Business Combination; (viii) failure to realize the anticipated benefits of the Proposed Business Combination; (ix) the inability to maintain the listing of SPAC’s securities or to meet listing requirements and maintain the listing of PubCo’s securities on the Nasdaq; (x) the inability to remediate the identified material weaknesses in Greenstone’s internal control over financial reporting, which, if not corrected, could adversely affect the reliability of Greenstone’s and Namib’s financial reporting; (xi) the risk that the price of PubCo’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Greenstone plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pand emics, national security tensions, and macro - economic and social environments affecting its business, and changes in the combined capital structure; (xii) the inability to implement business plans, forecasts, and other expectations after the completion of the Proposed Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations; (xiii) the risk that Greenstone may not be able to successfully develop its assets, including expanding the How Mine, restarting and expanding its other mines in Zimbabwe or developing its exploration permits in the DRC; (xiv) the risk that Greenstone will be unable to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; (xv) political and social risks of operating in Zimbabwe and the DRC; (xvi) the operational hazards and risks that Greenstone faces; and (xvii) the risk that additional f inancing in connection with the Proposed Business Combination may not be raised on favorable terms, in a sufficient amount to satisfy the $25 million (post - redemptions) minimum cash amount condition to the Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may be additional risks that neither SPAC nor Greenstone presently know or that SPAC and Greenstone believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this Presentation and the other risks and uncertainties described in the “Risk Factors” section of SPAC’s annual report on Form 10 - K for the year ended December 31, 2023 , which was filed with the U.S. Securities and Exc hange Commission (the "SEC") on March 29, 2024, the risks described in the registration statement on Form F - 4 relating to the Proposed Business Combination filed by Pubco and Greenstone on December 6, 2024 (the “Registration Statement”), and those discussed and identified in filings made with the SEC by SPAC and PubCo from time to time. Greenstone and SPAC caution you against placing undue reliance on forward - looking statements, which reflect current beliefs and are based on information currently available as of the date a forward - looking statement is made. Forward - looking statements set forth in this Presentation speak only as of the date of this Presentation. None of Greenstone, SPAC, or PubCo undertakes any obligation to revise forward - looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward - looking statement is updated, no inference should be made that Green stone, SPAC, or PubCo will make additional updates with respect to that statement, related matters, or any other forward - looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward - looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in SPAC’s or PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-2_003.jpg)
Our Vision To build a leading gold mining company by creating sustainable value for our investors, stakeholders, and communities. Through responsible environmental stewardship and innovation, our goal is to maximize returns while preserving the planet for future generations.
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-2_004.jpg)
Well positioned to unlock significant shareholder value as a multi - asset producer in Africa Preparation works & Feasibility Studies underway on two assets One production stage asset, two exploration stage assets Measured & Indicated: 1.6Moz Au @ 3.92 g/t Au (2) Inferred: 2.4Moz Au @ 3.57 g/t Au (2) Producing Positive Cash Flow 2023 Revenue: $65M (3) 2023 Profit: $3.6M (3) 2023 Adj. EBITDA: $20M (4) Proven management team with operational & developmental success Operating in Zimbabwe since 2002 Established, well - known African gold producer Produced ~589koz (2012 - 2023) (1) Certified to ISO Standards (5) 0.86 Lost Time Injury Frequency Rate in 2023 (LTIFR) (6) (1) Source: Internal historical production numbers aligning with the How Mine S - K 1300 Technical Report Summary, December 2024; Mazowe Mine S - K 1300 Technical Report Summary, December 2024; Redwing Mine S - K 1300 Technical Report Summary December 2024. (2) Source: How Mine S - K 1300 Technical Report Summary, December 2024, exclusive of all Reserves (Underground Reserves of 64koz @ 2.39 g/t and Surface Reserves of 23koz @ 0.88 g/t) and Inferred Sands ( Resource of 213koz @ 0.60 g/t Au). Mazowe Mine S - K 1300 Technical Report Summary, December 2024. Redwing Mine S - K 1300 Technical Report Summary December 2024. Note: Figures may vary due to rounding, please refer to each project report for more information. There is a low level of geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources. (3) Source: Audited financial statements and notes of Greenstone as of and for the year ended December 31, 2023. (4) Source: Non - IFRS measures, which should not be considered in isolation or as a substitute for IFRS measures. Please see slide 24 for definitions of each and a reconciliation of each to the most comparable IFRS measures. (5) Source: Unaudited Greenstone 2023 Annual Report, Recertification achieved for the How Mine on all three international standards - based management systems; ISO 14001 of 2015: Environmental Management Systems (EMS), ISO 9001 of 2015: Quality Management Systems (QMS) and ISO 45001 of 2018: Occupational Safety and Health Management Systems ( OHSMS). (6) Source: How Mine internal management safety reporting. Zimbabwe
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-2_005.jpg)
Ibrahima Tall | CEO & Director Sphesihle Mchunu | General Counsel & Director ▪ Will serve as a Director and the General Counsel of Namib Minerals. ▪ Strong experience in corporate law with a specific focus on renewable energy, construction, and mining. ▪ Served as Associate at Hogan Lovells. 10 years of experience with a focus in energy, infrastructure, and mining. ▪ Will serve as a Director and the Chief Executive Officer of Namib Minerals. ▪ Ibrahima began his mining career at the Kiniero Gold Mine in Guinea, a JV between Managem and Semafo, advancing to the Assistant Managing Director. ▪ In 2005, contributed to the development of Semafo’s Samira Hill mine in Niger, corrected stability issues and trained technical personnel. ▪ From 2007 to 2018, shifted to the Mana project in Burkina Faso serving as the Technical Services Manager. Pivotal role in expanding the company's operations from 75kozpa in 2008 to 255kozpa through 3 plant expansion processes. ▪ In 2020, Endeavour Mining (TSX:EDV) acquired Semafo for ~US$735M. ▪ Joined Greenstone and its predecessor companies in January 2019 as COO, has served as CEO since June 2022. Tulani Sikwila | CFO & Director ▪ Will serve as a Director and the Chief Financial Officer of Namib Minerals. ▪ 20 years of operational, accounting and finance expertise with 19+ years of experience at Greenstone and its predecessor companies, including roles as Chief Financial Officer, Chief Executive Officer and Director. ▪ Responsible for the company’s investment management, corporate finance, tax and compliance functions. Daniel Hennessy | Leading SPAC Sponsor ▪ Hennessy Capital Investment Corp. VI is led by Chairman & CEO Daniel Hennessy. ▪ Investment thesis centered around efficient and sustainable gold production led by world - class team. ▪ Visited mines alongside team of consultants in April/May 2024.
![](https://www.sec.gov/Archives/edgar/data/2026514/000121390024106657/ex99-2_006.jpg)
(1) Sour ce: How Mine S - K 1300 Technical Report Summary, December 2024, exclusive of all Reserves (Underground Reserves of 64koz @ 2.39 g/t and Surface Reserves of 23koz @ 0.88 g/t) and Inferred Sands (Resource of 213koz @ 0.60 g/t Au). (2) Sour ce: How Mine S - K 1300 Technical Report Summary, December 2024. (3) Source: Mazowe Mine S - K 1300 Technical Report Summary, December 2024. (4) Sour ce: Redwing Mine S - K 1300 Technical Report Summary December 2024. (5) Note: The holder of these exploration permits has given Greenstone four years of exclusivity to explor e mining possibilit ies under these permits, and has agreed to enter into a joint venture, of which Greenstone would have a 50% interest, following feasibi lity studies and in connect ion with conversion of these explor ati on licenses to exploit ati on licenses. (6) Please refer to Slide 29 for definitions of certain mining terms. Note: Figures may vary due to rounding, please refer to each project report for more informat ion. There is a low level of geological confidence associat ed with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of Indicated Mineral Resources. Note: M&I = Measured & Indicated, I = Inferred. How Mine (HM) (2) Zimbabwe Underground Mine ▪ Underground Resource Estimate: o M&I: 0.15Moz Au @ 2.21 g/t Au o I : 0.18Moz Au @ 2.82 g/t Au (6) ▪ Underground Reserve Estimate: 64koz @ 2.39 g/t Au (2) ▪ 2024E Production: 27koz (2) Mazowe Mine (MM) (3) Zimbabwe Underground Mine ▪ Resource Estimate: o M&I : 0.29Moz Au @ 7.77 g/t Au o I: 0.92Moz Au @ 8.65 g/t Au (6) ▪ Historical Producer Redwing Mine (RM) (4) Zimbabwe Underground Mine ▪ Resource Estimate: o M&I: 1.19Moz Au @ 3.83 g/t Au o I: 1.33Moz Au @ 2.61 g/t Au (6) ▪ Historical Producer Currently in Production Preparing to Begin Restart Preparing to Begin Restart Measured & Indicated: 1.6Moz Au @ 3.92 g/t Au (1)(3)(4) Inferred: 2.4Moz Au @ 3.57 g/t Au (1)(3)(4)(6)
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0 1000 2000 0.50 1.00 1.50 2.00 2.50 Grade (g/t) 3.00 3.50 4.00 4.50 Enterprise Value (US$M) (1) Source: How Mine S - K 1300 Technical Report Summary, December 2024, exclusive of all Reserves (Underground Reserves of 64koz @ 2.39 g/t and Surface Reserves of 23koz @ 0.88 g/t). Mazowe Mine S - K 1300 Technical Report Summary, December 2024. Redwing Mine S - K 1300 Technical Report Summary December 2024. (2) Source: As of December 06, 2024, company reports, presentations, Factset EV data (December 06, 2024). Note: Figures may vary due to rounding, please refer to each project report for more information. PRU AU WAF AU AAUC CN Bubble Size = Measured & Indicated Contained M&I Ounces Au GAU US ORE CN RBX CN ASE CN CMCL US Perseus Mining ltd (2) PRU AU West African Resources Ltd (2) WAF AU Orezone Gold Corp (2) ORE CN Robex Resources Inc (2) RBX CN Allied Gold Corp. (2) AAUC CN Galiano Gold Inc. (2) GAU US Asante Gold Corp (2) ASE CN Caledonia Mining Ltd (2) CMCL US With Inferred Mineral Resource
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Mining’s Impact on Zimbabwe (3) 73% Foreign Direct Investment Infrastructure in Place ▪ Extensive road & railway network. ▪ National grid connectivity for mines. ▪ Significant investment from UN Sustainable Development Goals & private investors in renewable energy and sustainable development. (1) Proven Mining Jurisdiction (2) ▪ In 2022, the mining sector accounted for 12% of GDP. ▪ Over 4,000 documented mineral deposits in Zimbabwe. ▪ Active mining in gold, copper, lithium, nickel, coal & platinum group metals. ▪ Specialized mining training institutes to boost local talents. 83% Exports 19% Government Revenues 2% Formal Employment 11% Individual Incomes (1) Sour ce: 45 Million Dol lar Renewable Energy Progr amme for Zimbabwe Approved, January 13, 2022. Unesco.org. (2) Source: Why Zimbabwe’s Mining Sector. Zidainvest.com. (3) Source: Zimbabwe: ‘Zim Will Not Relent On Growing Mining Returns’, The Herald 14 June 2024, allAfrica.com
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Companies Operating in Zimbabwe (1) Source: Government allocates ZW$132.7 billion to the Ministry of Mines, December 1, 2023. miningzimbabwe.com. (2) Sour ce: Mnangagwa Launches Responsible Mining Initiative, May 12, 2023. miningzimbabwe.com. (3) Source: Why Zimbabwe’s Mining Sector. Zidainvest.com. (4) Neither Namib Minerals nor Greenstone currently possesses a Special Mining Lease (“SML”). Supportive Legislation (1)(2)(3) ▪ Realignment of legislation to encourage foreign direct investment. ▪ The Zimbabwe government allocated US$364M to create a conducive environment for mining. ▪ President of Zimbabwe has set forth a US$12B mining sector revenue goal. ▪ In May 2023, President of Zimbabwe launched the Responsible Mining Initiative to combat illegal mining activities in Zimbabwe. ▪ The government of Zimbabwe grants priority power supply to the mining sector to boost production and exports. ▪ Acquisition of special mining lease (“SML”) allows producers to make direct exports of gold at spot prices. (4) ▪ Zimbabwe legal requirements for a SML mandates a minimum US$100M investment and stipulates that the produced output must be designated for export. ▪ Impala Platinum Holdings Limited (Implats) ▪ Delta Corporation Limited ▪ Old Mutual ▪ Econet Wireless Zimbabwe ▪ Stanbic Bank ▪ Unilever ▪ Anglo American Plc ▪ Caledonia Mining Corporation Plc ▪ Ecobank ▪ Tongaat Hulett ▪ Total Energy ▪ Ajako Ltd. ▪ EDF
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- 200 400 600 800 0 20,000 40,000 60,000 80,000 2002 2006 2010 2014 2018 2022 Tonnes Milled (Thousands) Ounces Produced Ounces Tonnes Milled Historical Production (2002 – 2023) HM Highlights: ▪ Since 1941 - 2023, HM has produced over 1.78Moz as of December 2023 . Acquired by Greenstone’s predecessor in 2002. ▪ Producing asset with a current milling capacity of 475ktpa. ▪ Near - surface and down - shaft exploration targets to increase the resource base. ▪ Access to national utilities including power and water. ▪ Safety Certifications: HM achieved and maintains ISO Certified Standards for ISO 14001, ISO 9001 and OHSMS 45001. (1) (1) Source: Unaudited Greenstone 2023 Annual Report, Recertification achieved on all three international standards - based management systems; ISO 14001 of 2015: Envir onmental Management Systems (EMS), ISO 9001 of 2015: Quality Management Systems (QMS) and ISO 45001 of 2018: Occupational Safety and Health Management Systems (OHSMS). Source: How Mine S - K 1300 Technical Report Summary December 2024.
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Historical Production (2002 – 2018) (1) Sour ce: Internal management project ion. (2) Sour ce: Mazowe Mine S - K 1300 Technical Report Summary December 2024. Note: M&I = Measured & Indicated, I = Inferred. 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 0 10,000 20,000 30,000 40,000 50,000 60,000 2002 2006 2010 2014 2018 Tonnes Milled Ounces Produced Ounces Produced Tonnes Milled S - K 1300 Resource Estimate (2) : M&I: 0.29Moz Au @ 7.77 g/t Au I: 0.92Moz Au @ 8.65 g/t Au MM Highlights: Historical Production ▪ From 1962 - 2018, MM produced 1.36Moz. Resource ▪ Significant exploration potential. Location ▪ MM is in the Mazowe District, ~50km North of Harare (the capital and commercial hub of Zimbabwe). Infrastructure ▪ Access to national utilities including power and water. Mine Status ▪ Ore is planned to be processed in a single plant with conventional crushing and milling, along with a carbon - in - leach facility. ▪ Feasibility Studies and preparations to begin restart are underway.
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(1) Sour ce: Internal management project ion. (2) Sour ce: Redwing Mine S - K 1300 Technical Report Summary December 2024. Note: M&I = Measured & Indicated, I = Inferred. RM Highlights: Historical Production ▪ From 1981 – 2019, RM produced 0.65Moz Resource ▪ Significant exploration potential. Location ▪ RM is located ~20km North - Northeast of Mutare, Zimbabwe. Infrastructure ▪ Access to national utilities including power and water. Mine Status ▪ Ore is planned to be processed in a single plant with conventional crushing and milling, along with a carbon - in - leach facility. ▪ Feasibility Studies and preparations to begin restart are underway. 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 - 5,000 10,000 15,000 20,000 25,000 30,000 35,000 2002 2006 2010 2014 2018 Tonnes Milled Ounces Produced Ounces Produced Tonnes Milled S - K 1300 Resource Estimate (2) : M&I: 1.19Moz Au @ 3.83 g/t Au I: 1.33Moz Au @ 2.61 g/t Au Historical Production (2002 – 2019)
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Location ▪ Located in the Haut Katanga and Lualaba Provinces, in the Democratic Republic of the Congo ("DRC") spanning a total area of 205km 2 . ▪ Located near Ivanhoe & Zijin’s Kamoa - Kakula Copper Complex, one of the world’s largest copper operations. (1) Mine Strategy ▪ Work has started across 13 granted exploration permits. ▪ Six initial holes have been drilled identifying Copper & Cobalt potential. ▪ Current drilling has identified Copper mineralization in intervals up to 3.28% Copper within 150m of surface; follow up step - out drilling will test further mineralization. ▪ Utilize cash flows to further develop DRC copper projects. Permits ▪ Namib Minerals granted 4 years of exclusivity over the exploration permits . ▪ The expected receipt of a favorable feasibility study and conversion of the exploration permits into exploitation permits, Namib Minerals and the holder of the exploration permits expect to establish an operating joint venture, of which Namib Minerals would hold 50 % . Sour ce: Internal management data. (1) Source: Ivanhoe Mines Kamoa - Kakula Copper Complex. DRC DRC Copper Exploration Kamoa - Kakula Copper Complex Democratic Republic of the Congo
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Target Production & Strategy Target Criteria DRC Expansion Target Criteria Target Criteria for 2024 (1) Existing Production Investment to support RM & MM restart Feasibility Studies Mine Development and Infrastructure Works Preparation to begin restart underway Target Au Production: 27kozpa Estimated Grade: 2.37 g/t HM’s strong cash flow profile to support new project development Producing at HM 33,714 ounces of gold produced in 2023 (1) Currently generating cash flow Reliant upon a successful financing to create a multi - asset gold company Full production ramp up to support DRC expansion Zimbabwe assets’ cash flow to fund further exploration & development of the DRC assets Unlocks battery metal potential and creates a multi - asset & jurisdiction portfolio MM & RM Restart Identify significant battery metals resource to create a multi - asset portfolio Multi - Asset, Jurisdiction & Metal Portfolio in Africa (1) Sour ce: How Mine S - K 1300 Technical Report Summary December 2024. Please refer to slide 23 for grade and target Au Production from Table 18 - 3 HGM Mineral Reserves only key operating physicals and costs.
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7 Element Safety Plan Committed to a Zero Harm Goal SHEQ (Safety, Health, Environment and Quality) initiative 3 basic management systems under SHEQ are certified to ISO Standards Environmental Management System, Occupational Health & Safety System, and Quality Management System are aligned with Namib Minerals' goal of pursuing a zero - harm environment (3) Business Excellence Emergency Training Environment Primary Health Medical Occupational Management System Preparedness Care Examinations Health (1) Source: How Mine internal management safety reporting. (2) Sour ce: National Social Security Authority & Chamber of Mines of Zimbabwe benchmark of 1.00. (3) Sour ce: Unaudited Greenstone 2023 Annual Report, Recertification achieved on all three international standards - based management systems; ISO 14001 of 2015:Environmental Management Systems (EMS), ISO 9001 of 2015: Quality Management Systems (QMS) and ISO 45001 of 2018: Occupati onal Safety and Health Management Systems (OHSMS).
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Healthcare Provide free health care to local surrounding communities. Rapid Response Force Emergency response team available to surrounding communities' calls. Investing In The Local Community Zimbabwe School of Mines national and community events Contribution to Hospitals Provide blankets, wheelchairs, medical equipment, and conducted renovations at nearby hospitals. Education Improve STEM education by constructing an A - level block at a local high school and outfitting an IT lab. Since inception, Namib Minerals has put its community first with a collective growth mission to generate community development
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2023 average spot gold price: US$1,941/oz (4) H1 2024 average spot gold price : US$2,204/oz (5) (1) Sour ce: Unaudited interim financial statements and notes of Greenstone as of and for the six months ended June 30, 2024. (2) Sour ce: Audited financial statements and notes of Greenst one as of and for the year ended December 31, 2023. (3) Source: Non - IFRS measures, which should not be considered in isolation or as a substitute for IFRS measures, from unaudited, unreviewed management budgets. Please see slide 24 for definiti ons of each and a reconciliation of each to the most comparable IFRS measures. (4) Sour ce: World Gold Council, Gold Demand Trends Full Year 2023. (5) Source: World Gold Council, Gold Demand Trends Q2 2024. H1 2024 2023 Actual HM Operations 239kt (1) 450kt (2) Tonnes Milled 2.80 g/t Au (1) 2.60 g/t Au (2) Grade 19.7koz (1) 33.7koz (2) Au Production US$1,293/oz (3) US$1,403/oz (3) AISC/oz US$1,076/oz (3) US$1,181/oz (3) C1 Cost/oz H1 2024 2023 Actual Greenstone Financials US$42M (1) US$65M (2) Revenue US$17M (3) US$20M (3) Adjusted EBITDA
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Established and well - known African gold producer Strong community engagement & reputation producer E s I t d a e b n l t i i s f h i e e d d p a a n t h d w w a y e l t l o - return as a multi - asset k n p o r o w d n u c A e f r r i i c n a A n f r G i c o a l d E s H t i a g b h l - i s g h r a e d d e , a l n o d w - w c o e s l l t - k n p o r o w d n u c A e f r r i c a n Gold producer producer E E s t s a t a b b l i l s i s h h e e d d a m n a d n w a g e e l m l - ent k w n o i t w h n o p A e f r r a i c t i a o n n a G l o & l d developmental success Well positioned to unlock significant value for shareholders
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Transaction Highlights Deal Structure ▪ Existing Greenstone shareholders rolling 100% of their equity and will own a pro forma equity ownership in Namib Minerals of approximately 74% Valuation ▪ Transaction implies $602M pro forma enterprise value – Implied pre - money enterprise value of $500M (1) – Additional 30.0M operational milestone based earnout shares available to existing shareholders Financing • Transaction expected to provide gross proceeds of up to approximately $95M through a PIPE and cash remaining in SPAC’s trust account (2)(6) ($M) Uses $500 Equity to Namib Minerals Shareholders 74 Cash to Namib Minerals Balance Sheet 3 Repayment of Polar Subscription Agreements 18 Estimated Transaction Expenses $595 Total 67.6 PF Shares Outstanding (M) $10.00 Share Price ($) $676 PF Equity Value ($M) (4) $1 (+) PF Debt ($M) ($75) ( - ) PF Cash ($M) $602 PF Enterprise Value ($M) ($M) Sources 500 Greenstone Rollover Equity 95 SPAC Cash in Trust / PIPE (2)(6) $595 Total Pro Forma Valuation (3)(5) Illustrative Pro Forma Ownership (3)(5)(7) % Own. 74.0% Greenstone Rollover Equity 13.7% SPAC Public Shareholders / PIPE Investors (8) 12.3% SPAC Sponsor, Anchor Investors and Other Initial Holders (9) Pro Forma Ownership 1 1 2 3 3 Assumptions: 1. Pre - money equity value excludes 30.0M company earnout shares. Additional earnout shares available to existing shareholders include 5.0M shares each for milestones associated with the Mazowe Mine and Redwing Mine; 20.0M shares issued formilestones associated with projects in the DRC. 2. Greenstoneexpects to raise up to $30M as part of a common equity interimfinancing; all such financing is expected to be used prior to theclosing of the Proposed Business Combination 3. Charts and tables do not include 11.4 public, 7.2 private outstanding warrants (strike price of $11.50 or 15% out - of - themoney), Company Earnout Shares of 30 million shares (seeslide 20), 2.0 million of Sponsor Earnout Shares, shares thatwill beissuable underthe Equity Incentive Plan or other dilutive issuances 4. 67.6M pro forma shares outstanding valued at $10.00 per share 5. Based on Greenstone’s approximate $1.1 million of debt and $1.3 million of cash as of June 30, 2024 6. 100% of cash in trust is subject to redemption by SPAC public shareholders 7. Pro forma ownership will bein a newly formed entity 8. Assumes PIPE securities to beissued arecommon shares 9. Reflects forfeitureof ~1.9 million foundershares; excludes 2.0 million shares subjectto potential forfeiture if certain share price targets are not satisfied; includes approximately 0.9million newly issued shares; a portion of the SPAC Sponsor's shares will betransferred to the SPAC’s Anchor Investors and other third - parties in connection with the closing of thebusiness combination Implied Sources & Uses (3) 2
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Earnout Structure • Earnout ensures stakeholders are aligned to maximize value for all parties • Company will receive value for future mines as they come online • 30.0M shares earnout ($300M value) with an 8 - year term Tranche 2 — Successful Rollout of Other Mines • Value creation in the Democratic Republic of the Congo (DRC) • 10.0M shares issued on a straight - line basis for each $1.0B of Net Present Value identified in a 3rd party S - K 1300 compliant BFS Tranche 1 — Successful Rollout of Gold Mines • 5.0 M shares each for the successful rollout of Mazowe mine and Redwing mine • 1.0M shares for producing an S - K 1300 compliant Bankable Feasibility Study (BFS) • 4.0M shares for reaching commercial production
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Redwing & Mazowe were placed on Care & Maintenance after 2018 Rational decision to halt production rather than to operate at a loss Namib Minerals has adopted significant strategic measures for risk mitigation MM and RM are strongly positioned to thrive in many go - forward operating and mining environments Suboptimal Efficiency Concern • Smaller operating capacity results in reduced operating leverage. • Difficulty to sustain profits leading to financial loss . Capital Investment to Expand Capacity and Create Operating Leverage ▪ Substantial CapEx investment can unlock significant cost reductions and create an efficient operating environment at scale. ▪ Upon completion of successful financing, plans to purchase high - capacity machinery aimed to lower operational costs. (1) Neither Namib Minerals nor Greenstone currently holds any SML. Monetary Policy • Change in monetary policy resulted in the effective gold price being reduced to 2/3rd of the spot price, making mining uneconomical. Zimbabwe Currency Crisis • The currency crisis further inhibited mining operations due to poor economic conditions, especially affecting precious metals mining. • Late payments for mined gold further impacted costs and operations. Special Mining Lease (SML) (1) ▪ SML allows for the direct export of gold from Zimbabwe, denominated in USD. ▪ The lease allows for significant monetary risk mitigation by enabling gold exports at spot rates.
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Source: How Mine S - K 1300 Technical Report Summary December 2024. 2026 2025 2024 Total Unit Year 122 314 399 835 kt Ore Mined 2.43 2.40 2.37 2.39 g/t Mined Grade 122 314 399 835 kt Ore Milled 2.43 2.40 2.37 2.39 g/t Head Grade 89% 89% 89% 89% % Recovery 9 22 27 57 koz Au Production
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Non - IFRS Measures Greenstone utilizes non - IFRS financial measures, including Adjusted EBITDA, C 1 cost per ounce, and AISC per ounce, to complement its IFRS reporting and provide stakeholders with a deeper understanding of its operational performance and financial health . These measures offer insights into trends and factors that IFRS metrics may not fully capture, and Green stone believes they are essential for formulating strategic decisions and business plans . Non - IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non - IFRS financial measures as used by Greenstone may not be comparable to similarly titled amounts used by other companies . While not a substitute for IFRS results, they exclude items not indicative of Greenstone’s core operations, enhancing comparability across periods . Adjusted EBITDA Greenstone defines Adjusted EBITDA as profit for the period before finance cost, (loss) gain on sale, related party credit loss, taxes, depreciation, impairment of long - lived assets, interest income, financial guarantee remeasurement, and share - based payments. The table below presents Greenstone’s Adjusted EBITDA, reconciled to its Profit for the period, which is the most comparable IFRS measure, for the year ended December 31, 202 3 and the six months ended June 30, 2024: How Mine C1 Cost Per Ounce Greenstone defines C1 cost as the sum of IFRS production costs and royalties expense. C1 cost per ounce is calculated as the C1 cost divided by the ounces of gold sold. How Mine AISC Per Ounce Greenstone defines AISC as the sum of C 1 cost, sustaining capital expenditure consisting of additions to property, plant and equipment, administrative expenditure, and silver by - produ ct credit . AISC per ounce is calculated as the AISC divided by the ounces of gold sold . Green stone uses this metric to measure the cost of extracting an ounce of gold and measure the efficiency of its mining operations . The table below presents How Mine’s AISC per ounce, reconciled to its Production cost, which is the most comparabl Greenstone Six months ended June 30, 2024 Year ended December 31, 2023 (In thousands) 9,175 $ 3,627 $ Profit for the period 1,057 2,415 Finance cost - 41 Loss (gain) on sale 552 6,818 Related party credit loss 4,433 5,254 Income tax expense 1,666 2,705 Depreciation - - Impairment - (114) Interest income (2,746) (486) Financial guarantee remeasurement 2,834 - Share - based payments 16,971 20,260 $ Adjusted EBITDA How Mine Six months ended June 30, 2024 Year ended December 31, 2023 ($ in thousands) 19,007 $ 36,501 $ Production cost (IFRS) 2,088 3,153 Royalties 21,095 39,654 $ C1 cost 19,611 33,585 Gold sales (oz) 1,076 1,181 $ C1 cost per ounce ($/oz) How Mine icated. e IFRS measure, for the periods ind Six months ended June 30, 2024 Year ended December 31, 2023 ($ in thousands, unless otherwise indicated) 19,007 $ 36,501 $ Production cost (IFRS) 2,088 3,153 Royalties 21,095 39,654 $ C1 cost 3,733 6,481 Sustaining capital expenditure 558 1,029 Administrative expenditures (1) (27 ) (32) Silver by - product credit 25,359 47,162 $ AISC 19,61 1 33,585 Gold sales (oz) 1,293 1,403 $ AISC per ounce ($/oz)
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Risks Related to Greenstone ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Greenstone entered into a share purchase agreement (the “SPA”) on June 17, 2024 pursuant to which it purchased the parent company that holds the Mazowe, Redwing, and How Mines from Metallon Corporation Limited ("Metallon"), a U.K. company currently undergoing insolvency proceeding overseen by a U.K. administrator. Under the SPA, certain Greenstone shareholders (the “Guarantors”) are obligated to pay certain cash sums to Metallon, which to date have not been paid, and are obligated to indemnify Metallon, the U.K. administrator, and Greenstone for any claims brought against them in connection with the SPA, including for failure to pay such cash sums. Although the SPA has been consummated and is not conditioned on such payment or the satisfaction of such indemnification obligations, Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and the How Mine may be subject to potential claims if the Guarantors' fail to satisfy their indemnification obligations. We are subject to risks related to the development of existing and new mining projects that may adversely affect our results of operations and profitability. We will require significant additional capital to fund our business, including to restart the Mazowe and Redwing Mines, and no assurance can be given that such capital will be available at all or available on terms acceptable to us. Our Mineral Resource and Mineral Reserve estimates may be materially different from mineral quantities we may ultimately recover, our life - of - mine estimates may prove inaccurate and changes in operating and capital costs may render mineral resources uneconomic to mine. Our ability to replenish Mineral Reserves is subject to uncertainty and risks inherent in exploration, pre - feasibility and feasibility studies, and other project evaluation activities as well as competition. Mining is inherently hazardous and the related risks of disruptions to our mining operations may adversely impact our workers or the local community and our business. Theft of the mineral concentrate, final metals and production inputs may occur. These activities are difficult to control, can disrupt our business and can expose us to liability. The assets and operations of Greenstone are subject to political, economic and other uncertainties as a result of being located in Zimbabwe and the DRC. Investor perceptions of risks in developing countries or emerging markets, including in Zimbabwe and the DRC, could reduce investor appetite for investments Greenstone’s securities. Fluctuating foreign currency and exchange rates as well as Zimbabwean exchange controls may negatively impact our business, results of operations, and financial position. We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, identify additional material weaknesses in the future, or otherwise fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud. The price of gold is subject to volatility and may have a significant effect on our future activities and profitability. We cannot guarantee that there will not be an increase in input costs affecting our results of operations and financial performance. Our operations are vulnerable to infrastructure constraints, including power and water supply. Mining operations and projects are vulnerable to supply chain disruptions such that operations and development projects could be adversely affected. We derive all of our revenues from the sale of gold to one company which is controlled by the Zimbabwean authorities. Our rights to mine in Zimbabwe are derived from three mining leases, and the loss of our rights under any of these mining leases would have a material adverse effect on our financial condition and results of operations. Acquisitions, strategic partnerships, joint ventures and other partnerships may not perform in accordance with expectations, may fail to receive required regulatory approvals or may disrupt our operations and adversely affect our credit ratings and profitability. ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ We may be unable to identify acquisition opportunities and successfully execute and close acquisitions, which could limit our potential for growth. The mining industry is highly competitive and there is no guarantee we will always be able to compete effectively. We may not be able to comply with the financial covenants related to our current or future bank borrowings or arrangements. We depend on key personnel for the success of our business. Most of our employees are members of the Associated Mine Workers Union of Zimbabwe and any work stoppage or industrial action implemented by the union may affect our business, results of operations and financial performance. We are subject to labor and employment laws and regulations, which could increase our costs and restrict our operations in the future. Our business, financial condition, and results of operations may be adversely affected by the occurrence of an outbreak of infectious diseases, a pandemic or other public health threats, and natural disasters. Our management of workplace health and safety matters may expose our business to significant risk. Our operations are underpinned by numerous contractual arrangements with third parties and non - compliance with these arrangements may substantially affect our operations or profits. Our insurance coverage may not be sufficient in all possible contexts, and we may not be able to rely upon our insurance in certain circumstances. If our operations do not perform as expected, we may be required to write down the carrying value of our investments, which could affect any future profitability and our ability to pay dividends. Since operations at our Mazowe and Redwing mines were halted in 2018 and 2019, respectively, we have been subject to litigation regarding disputed debts and corporate rescue proceedings pursuant to Zimbabwean insolvency laws. Lawsuits may be filed against us and an adverse ruling in any such lawsuit could have a material adverse effect on our business, results of operations and financial performance. Risks Related to Cybersecurity ▪ ▪ Security breaches, loss of data and other disruptions could compromise sensitive information related to our business and prevent us from accessing critical information or expose us to liability. Cybersecurity breaches and other disruptions or failures in our information technology systems could compromise our information, result in the unauthorized disclosure of confidential supplier, employee, and Company information, damage our reputation, and expose us to liability. Risks Related to Laws and Regulations ▪ ▪ ▪ ▪ ▪ ▪ ▪ Our operations are subject to various government approvals, permits, licenses and legal regulation for which no assurance can be provided that such approvals, permits or licenses will be obtained or if obtained will not be revoked or suspended . Failure to comply with the U.S. Foreign Corrupt Practices Act and similar laws in Zimbabwe and elsewhere associated with our activities could subject us to penalties and other adverse consequences. Existing and future environmental laws may increase our costs of doing business, result in significant liabilities, f ines or penalties, and may restrict our operations. We are subject to complex laws and regulations, which could have a material adverse effect on our operations and financial results. Existing and future laws and regulations governing issues involving climate change, and public sentiment regarding climate change, could result in increased operating costs or otherwise impact our operations. PubCo and Greenstone may be subject to Zimbabwean capital gains tax as a result of the Business Combination and Greenstone’s acquisition of the holding company of our mining assets. There is general market uncertainty as a result of the conflicts in Ukraine and Israel - Gaza.
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Risks Related to HCVI and the Business Combination ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ Hennessy Capital Investments Corp. VI (“HCVI” or “SPAC”) may not be able to consummate an initial business combination by September 30 , 2024 (or as extended by amending its organizational documents), in which case it would cease all operations. Hennessy Capital Partners VI LLC (the “Sponsor”), officers and directors of HCVI (the “SPAC Board”) have agreed to vote in favor of the Potential Business Combination, regardless of how SPAC’s public stockholders vote. The Sponsor, certain members of the board of directors of the SPAC (the “SPAC Board”), certain officers of the SPAC, and certain anchor investors of the SPAC have interests in the Potential Business Combination that are different from or are in addition to public stockholders, which may include direct or indirect ownership of SPAC’s founder shares and/or private placement warrants, each of which will lose their value if a business combination is not consummated. The Sponsor, officers and the SPAC Board has potential conflicts of interest in recommending that stockholders vote in favor of approval of the Potential Business Combination proposal and approval of the other proposals in connection therewith. SPAC’s and Greenstone’s stockholders will experience dilution as a consequence of the Potential Business Combination. Sponsor, the SPAC Board, officers, advisors and their affiliates may elect to purchase shares or warrants from public stockholders of HCVI, which may influence the vote on the Potential Business Combination and reduce the public “float” of SPAC Class A Common Stock. HCVI may waive one or more of the conditions to the Potential Business Combination. There can be no assurance that the SPAC will be able to comply with the continued listing standards of Nasdaq. Risks Related to PubCo ▪ ▪ ▪ ▪ ▪ ▪ PubCo will incur increased costs as a result of operating as a public company, and its management will devote substantial time to new compliance initiatives. PubCo’s management has limited experience in operating a Nasdaq - listed public company. Uncertainties about the potential Business Combination prior to Closing may cause a loss of key personnel or cause key suppliers or customers or other partners to delay or defer decisions concerning Greenstone or seek to change existing arrangements. Following the Potential Business Combination, PubCo may be unable to obtain additional financing to fund its operations or growth. There can be no assurance that the Pub Co Ordinary Shares that will be issued in connection with the potential Business Combination or the PubCo Warrants will be approved for listing on the Nasdaq or, if approved, will continue to be so listed, or that Pub Co will be able to comply with the continued listing standards. PubCo will be a “controlled company” under the rules of Nasdaq and can rely on exemptions from certain ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ corporate governance requirements that could adversely affect PubCo’s public shareholders. ▪ Concentration of ownership after the potential Business Combination may have the effect of delaying or preventing a change in control. PubCo may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders, thereby making holders’ warrants worthless. The PubCo Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. It is not expected that PubCo will pay dividends in the foreseeable future after the Business Combination. Following the potential Business Combination, the only significant assets of PubCo will be ownership of the securities of Greenstone and HCVI, and Pub Co does not currently intend to pay dividends and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of PubCo’s ordinary shares. PubCo’s organizational documents to be adopted in connection with the Business Combination contain certain provisions, including anti - takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts . PubCo has no operating or f inancial history and its results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement. PubCo may not be able to complete f inancing in connection with the Business Combination. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of HCVI’s securities or, following the Closing, PubCo’s securities, may decline. A market for PubCo’s securities may not continue. If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Pub Co, its business, or its market, or if they change their recommendations regarding the Pub Co Ordinary Shares adversely, then the price and trading volume of the Pub Co Ordinary Shares could decline. If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Pub Co Ordinary Shares may be materially and adversely affected. PubCo could be subject to securities class action litigation. Subsequent to the Business Combination, PubCo may be required to take write - downs or write - offs, or PubCo may be subject to restructuring, impairment or other charges that could have a significant negative effect on PubCo’s financial condition, results of operations or the price of PubCo Ordinary Shares. PubCo will qualify as an “emerging growth company” within the meaning of the Securities Act and the Exc hange Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make PubCo’s securities less attractive to investors and may make it more difficult to compare PubCo’s performance to the performance of other public companies.
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This Presentation and information, including financial information, contained herein are subject to change, are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to an investment in connection with the Proposed Business Combination pursuant to the Business Combination Agreement. PubCo has filed with the SEC on December 6, 2024 the Registration Statement, which includes a proxy statement/p rospectus. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about Pubco, Greenston e, and SPAC. By reviewing or reading this Presentation, you will be deemed to have acknowledged and agreed to the statements, obligations and restrictions set out below. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction . This Presentation does not constitute either advice or a recommendation regarding any securities . No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933 , as amended (the “Securities Act”), or an exemption therefrom . No representations or warranties, express or implied are given in, or in respect of, this Presentation. To the fullest extent permitted by law, in no circumstances will Greenstone, SPAC, or Pub Co, or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including the internal economic models), its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. None of Greenston e, SPAC, or PubCo has independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness . This data is subject to change . Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with Greenstone, SPAC, Pub Co, or their respective representatives as investment, legal or tax advice. In addition, this Presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Greenstone, PubCo, or the Proposed Business Combination. Recipients of this Presentation should each make their own evaluation of Green stone, Pub Co, and the Proposed Business Combination and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . This Presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof . It should be understood that subsequent developments may affect the information contained in this Presentation, which neither the Company, SPAC, nor any of their respective directors, officers, partners, employees, affiliates, agents, advisors or representatives is under an obligation to update, revise or affirm. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Participants in the Solicitation Greenstone, SPAC, Pub Co and their respective directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitations of proxies from SPAC’s stockholders in connection with the Proposed Business Combination. See the SPAC’s annual report on Form 10 - K filed with the SEC on March 29, 2024 for more information about the SPAC’s directors and executive officers. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are included in the Registration Statement. Stockholders, potential investors and other interested persons should read the Registration Statement carefully before making any voting or investment decisions. This Presentation is not a substitute for the Registration Statement or for any other document that Pub Co may file with the SEC in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by PubCo through the website maintained by the SEC at http:// www.sec.gov. The information in the Registration Statement may update and supersede the information presented in this presentation.
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Use of Projections This Presentation contains projected f inancial information with respect to Greenstone. Such projected f inancial information constitutes forward - looking information, is for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties . See also “Forward - Looking Statements” above . Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. None of the Company, SPAC or Pub Co intends to or undertakes any obligation to update or otherwise revise the projected financial information to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projected f inancial information are no longer valid. Accordingly, they should not be viewed as "guidance" of any sort. Financial Information; Non - IFRS Financial Terms Certain company f inancial information and data contained this Presentation is unaudited and does not conform to requirements promulgated by the SEC (including Regulation S - X). Accordingly, such information and data may not be included in, may be adjusted in, or maybe presented differently in, any proxy statement/p rospectus or registration statement or other report or document to be filed or furnished by SPAC or Pub Co with the SEC, including the Registration Statement. Furthermore, some of the financial information and data contained in this Presentation, such as all - in sustaining costs (“AISC”) per ounce, C1 Cost per ounce, and Adjusted EBITDA, have not been prepared in accordance with International Financial Reporting Standards (“IFRS”). Definitions of such non - IFRS measures are included on Slide 24 of this Presentation. An investor should not consider these items in isolation or as alternatives to cost of sales, production cost, or any other measure of financial performance presented in accordance with IFRS or as an indicator of Greenstone’s performance. Greenstone, Namib Minerals and SPAC believe these non - IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Greenstone’s financial condition and results of operations. Greenstone’s management uses these non - IFRS measures for trend analyses and for budgeting and planning purposes. Greenstone, Namib Minerals and SPAC believe that the use of these non - IFRS financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing Greenstone’s financial measures with other similar companies, many of which present similar non - IFRS financial measures to investors. Management of Greenstone does not consider these non - IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. The principal limitation of these non - IFRS financial measures is that they exclude significant expenses and income that are required by IFRS to be recorded in Greenstone’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expense and income are excluded or included in determining these non - IFRS financial measures. You should not rely on any single financial measure to evaluate Greenstone’s business. A reconciliation of non - IFRS financial measures used in this Presentation to the most directly comparable IFRS financial measures is included on slide 24 with respect to historical financial information. Cautionary Note Regarding Mineral Resources and Mineral Reserves Estimates of "measured", "indicated" and "inferred" mineral resources as well as "proven" and "probable" mineral reserves shown in this Presentation are defined in Subpart 1300 of Regulation S - K promulgated by the SEC ("S - K 1300 ") . Please see Slide 29 for more information . The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable mineral reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. Investors are cautioned not to assume that any or all of the mineral resources are economically or legally mineable or that these mineral resources will ever be converted into mineral reserves. You are cautioned that mineral resources do not have demonstrated economic viability. Important Information for Investors and Shareholders In connection with the Proposed Business Combination, Pub Co has filed with the SEC on December 6, 2024 the Registration Statement, which includes a prospectus with respect to PubCo’s securities to be issued in connection with the Proposed Business Combination and a proxy statement to be distributed to holders of SPAC’s common stock in connection with SPAC’s solicitation of proxies for the vote by SPAC’s stockholders with respect to the Proposed Business Combination and other matters described in the Registration Statement (the “Proxy Statement”). While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about Pubco, Greenstone, and SPAC. After the SEC declares the Registration Statement effective, SPAC plans to file the definitive Proxy Statement with the SEC and to mail copies to stockholders of SPAC as of a record date to be established for voting on the Proposed Business Combination. This Presentation does not contain all the information that should be considered concerning the Proposed Business Combination and is not a substitute for the Registration Statement, Proxy Statement or for any other document that Pub Co or SPAC may file with the SEC. Before making any investment or voting decision, investors and security holders of SPAC, PubCo and Greenstone are urged to read the Registration Statement and the Proxy Statement, and any amendments or supplements thereto, as well as all other relevant materials filed or that will be f iled with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about, Greenstone, SPAC, PubCo and the Proposed Business Combination. Investors and security holders will be able to obtain free copies of the Registration Statement, the Proxy Statement and all other relevant documents f iled or that will be filed with the SEC by PubCo and SPAC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by PubCo and SPAC may be obtained free of charge from SPAC’s website at hennessycapllc.com or by directing a request to Nicholas Geeza, Chief Financial Officer, PO Box 103 6, 195 US Hwy 50, Suite 309, Zephyr Cove, NV 89448; Tel: (775) 339 - 1671. The information contained on, or that may be accessed through, the websites referenced in this Presentation is not incorporated by reference into, and is not a part of, this Presentation.
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Mineral Resources • A Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. • An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of an Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration. • An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. • A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated or an Inferred Mineral Resource. It may be converted to either a Proven Mineral Reserve or a Probable Mineral Reserve. Mineral Reserves • A Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at prefeasibility or feasibility level as appropriate that include application of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. • A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource . The confidence in the modifying factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve . • A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource . A Proven Mineral Reserve implies a high degree of confidence in the modifying factors . Feasibility Studies • A prefeasibility study is a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open - pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a competent person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A prefeasibility study is at a lower confidence level than a feasibility study. • A feasibility study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable) . The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or f inance, the development of the project. The confidence level of the study will be higher than that of a prefeasibility study.
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Namib Minerals info@namibminerals.com Hennessy Capital Investment Corp. VI Nicholas Geeza ngeeza@hennessycapitalgroup.com Investor Relations Caroline Sawamoto NamibIR@allianceadvisors.com
Grafico Azioni Hennessy Capital Investm... (NASDAQ:HCVIW)
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Grafico Azioni Hennessy Capital Investm... (NASDAQ:HCVIW)
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