Namib Minerals (NAMM) Form 424B3 — Aug 6, 2026
Namib Minerals filed a 424B3 prospectus registering the resale of up to 80,646,036 ordinary shares — approximately 80.5% of its 55,852,406 shares outstanding — plus 5,289,934 sponsor warrants by selling securityholders including the SPAC sponsor, former Greenstone shareholders, Polar and Cohen & Company Securities. The company will receive no proceeds from these secondary sales. The prospectus also covers up to 18,576,677 shares issuable upon exercise of warrants struck at $11.50 per share. With the stock closing at $1.49 on August 5, 2026, the warrants are deeply out of the money, so the potential $213.6 million of exercise proceeds may never materialize.
Key figures
- Total Debt
- $5.183 million (total indebtedness as of December 31, 2025)
- Cash Position
- $1.887 million (cash and cash equivalents as of December 31, 2025)
- Gross Proceeds
- $0 to the company from the resale; up to approximately $213.6 million only if all 18,576,677 warrants are exercised for cash at $11.50 (unlikely at the current $1.49 share price)
- Shares Offered
- 80,646,036 ordinary shares for resale plus 5,289,934 sponsor warrants
- Shares Outstanding
- 55852406
- Share Price Aug5 2026
- $1.49
- Warrant Exercise Price
- $11.50 per share
- Founder Share Cost Basis
- approximately $0.006 per share
- Share Price July27 2026
- $1.43
- Warrant Price Aug5 2026
- $0.227
- Sponsor Potential Profit
- approximately $3.7 million on ~2,595,000 shares
- Earnout Shares Registered
- 28770000
- Cohen Shares Already Issued
- 1620302
- Total Shareholders Deficit
- $(39.275) million as of December 31, 2025
- Shares Reserved For Issuance
- 55574152
- Cohen Promissory Note Face Value
- $3.5 million
- Net Tangible Book Value Per Share
- $(0.70) as of December 31, 2025
- How Mine Historic Gold Production
- approximately 1.84Moz from 1941 through December 31, 2025
- Cohen Promissory Note Shares Issuable
- 1629698
- Shares Issuable Upon Warrant Exercise
- 18576677
- Resale Shares Pct Of Shares Outstanding
- approximately 80.5%
- Sponsor Warrant Private Placement Price
- $1.50 per warrant
AI analysis
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