Correspondence 0001213900-25-009687 from Namib Minerals (NAMM)
Namib Minerals
Date: Feb. 4, 2025 · CIK: 0002026514 · Accession: 0001213900-25-009687
AI Filing Summary & Sentiment
Referenced dates: December 20, 2024, January 27, 2025
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February 4, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Brian McAllister
Shannon Buskirk
John Coleman
Anuja Majmudar
Irene Barberena-Meissner
Re:
Namib Minerals, as Registrant (CIK No. 0002026514)
Greenstone Corporation, as Co-Registrant (CIK No. 0002034129)
Amendment No. 1 to the Registration Statement on Form F-4, Filed January 10, 2025
Staff Comment Letter Dated January 27, 2025
Ladies and Gentlemen:
This letter is submitted on
behalf of our client, Namib Minerals, a foreign private issuer and exempted company limited by shares incorporated under the laws of the
Cayman Islands (the “Company”), and its co-registrant, Greenstone Corporation, a foreign private issuer and exempted
company limited by shares incorporated under the laws of the Cayman Islands (the “Co-Registrant” or “Greenstone”
and, together with the Company, the “Registrants”), in response to the comments of the staff of the Division of Corporation
Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect
to the Registrants’ Amendment No. 1 to the Registration Statement on Form F-4, filed with the Commission on January 10, 2025 (the
“Registration Statement”), as set forth in your letter dated January 27, 2025 addressed to Ibrahima Tall and Tulani
Sikwila (the “Comment Letter”). In submitting this response, the Registrants are concurrently filing publicly with
the Commission, electronically via EDGAR, Amendment No. 2 to the Registration Statement on Form F-4 (the “Amendment No. 2”),
which includes changes that reflect responses to the Staff’s comments.
The headings and numbered
paragraphs of this letter correspond to those contained in the Comment Letter, and to facilitate your review, the text of the Comment
Letter has been reproduced herein, followed by the Company’s response to each comment. Unless otherwise indicated, page references
in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the Company’s responses
below refer to the Amendment No. 2.
Greenberg
Traurig, LLP ■ Attorneys
at Law ■ WWW.GTLAW.COM
1840 Century Park East, Suite
1900 ■ Los Angeles, California 90067-2121 ■ Tel 310.586.7700
■ Fax 310.586.7800
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 4, 2025
Page 2 of 8
The Registrants advise the
Staff that they seek to finalize the review process as soon as practicable to consummate the business combination prior to March 31, 2025
and appreciate the Staff’s assistance in facilitating the proposed timetable.
Amendment No. 1 to Registration Statement on Form F-4
Q: What happens if a substantial number of Public
Stockholders vote in favor of the Business Combination Proposal...?, page xxii
1. Please revise the information in the table so the amounts listed
in each assumed redemption scenario corresponds with the correct total amounts.
Response to Comment No. 1
The Company acknowledges the Staff’s comment
and has revised the disclosure on pages xxii-xxiii accordingly.
Questions and Answers About the Business Combination
and the HCVI Stockholders’ Meeting
Q. What conditions must be satisfied to complete the
Business Combination?, page xxvii
2. We note your response to our prior comment 2. Revise your disclosure
to include cross references to the applicable risk factors.
Response to Comment No. 2
The Company acknowledges the Staff’s comment
and has revised the disclosure on pages xxvii-xxviii accordingly.
Summary Unaudited Pro Forma Condensed Consolidated Financial
Information, page 29
3. We note your response to comment 4 in the letter dated December
20, 2024. Please further revise the total liabilities and total shareholders’ deficit for the 50% and maximum redemption scenarios
on page 30 to reconcile with the corresponding amounts on pages 83 and 84.
Response to Comment No. 3
The Company acknowledges the Staff’s comment
and has revised the disclosure on page 30 accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 4, 2025
Page 3 of 8
Risk Factors
Nasdaq may delist our securities from trading on its
exchange, which could limit investors’ ability to make transactions in our securities, page 66
4. We note your response to our prior comment 6 and disclosure
that on December 19, 2024, Nasdaq granted HCVI’s request to continue its listing on Nasdaq until March 31, 2025, subject to HCVI’s compliance
with the conditions outlined in the letter. Please disclose the conditions that HCVI must comply with in order to continue its listing
on Nasdaq.
Response to Comment No. 4
The Company acknowledges the Staff’s comment and
has revised the disclosure on page 67 accordingly.
Investors should be aware that the gratuitous
waiver of all or part of the deferred underwriting fee is unusual..., page 72
5. We note your response to our prior comment 8 and revised disclosure
that HCVI management approached the Underwriters and requested they waive entitlement to the deferred fees. Please tell us the reason
for seeking such waiver despite the Underwriters having already performed all of their obligations under the Underwriting Agreement and
whether it was the result of any dispute or disagreement with HCVI or on any matter relating to its operations.
Response to Comment No. 5
The Company acknowledges the Staff’s comment and
has revised the disclosure on page 73 accordingly.
The Background of the Business Combination, page 106
6. We note the Greenstone valuation is based on 5,223,000 Greenstone
Resource Ounces however the How Mine, Mazowe Mine, and Redwing Mine mineral resources, exclusive of reserves, and reserves total 4,352,000
ounces. Please explain the difference between these numbers.
Additionally, please tell us if the type of resource
(e.g. measured, indicated, inferred) was considered in the valuation and comparison.
Response to Comment No. 6
The Company acknowledges the Staff’s comment and
has revised the disclosure on pages 106 and 111 accordingly.
Business of Greenstone and Information Related to Greenstone,
page 219
7. We note your response to comment 16. Please include an inset
to the map on page 225 that clearly identifies the general location of the claims in the DRC. Please ensure the coordinates on the perimeter
of the map are legible.
Response to Comment No. 7
The Company acknowledges the Staff’s comment
and has revised the disclosure on page 225 accordingly.
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 4, 2025
Page 4 of 8
8. We note your response to comment 18. Please include the equation
for your resource cut-off grade calculation in each technical report summary in order to clearly articulate the cut-off grade calculation.
We note that the Mazowe resource cut-off grade calculation
incorporates a percent mine call factor however the Redwing resource cut-off grade calculation does not incorporate a similar factor.
Please explain these differences in your response.
Please explain the significance of certain COG estimation
parameters in your technical reports, such as the assay plan factor and the block factor, that are included in Table 11.5 of Exhibit 96.2
and Table 11.4 of Exhibit 96.3, however do not appear to be included in the cut-off grade calculation.
Response to Comment No. 8
The Company acknowledges the Staff’s comment and
has revised the disclosure on pages 61-63 of Exhibit 96.1, pages 62-63 of Exhibit 96.2, and pages 56-57 of Exhibit 96.3 accordingly. For
further context with respect to the resource cut-off grade calculations used in the Mazowe and Redwing technical reports, the qualified
person set the reconciliation factor for the Redwing Mine at 100%, similar to current estimates for the How Mine, because, with respect
to the Redwing Mine: (i) a block factor was not estimated and assumed to be 100% in recent year estimates, (ii) the assay plan factor
was significantly impacted by poor recent year operational performance from 2015 to 2018, and (iii) the inspection of the historical process
recovery indicated an average of 90% as compared to a fixed tail adopted in the cut-off grade calculation, which was equivalent to a 72%
to 79% recovery. The qualified person also observed that the mine call factor is influenced by the mining method, selectivity and efficiency
of mining, and that any future planned extraction of the resource would likely deliver better planned outcomes. The relevant assay plan
factor and block factor were each applied in the cut-off grade calculation for the Mazowe Mine but were not applied in the cut-off grade
calculation for the Redwing Mine because the qualified person judged the results of such application to be unreliable after inspection
of historical production and reconciliation statistics, and by comparing historical recovery and estimated recovery by applying a fixed
tail grade.
Greenstone Corporation Financial Statements
3.3 Property and equipment, page F-108
9. We note your revised disclosure in response to prior comment
20. We believe your footnote disclosure requires additional detail to further support the inclusion of inferred resources in the straight-line
calculation for determining the amount of depreciation of your mining assets. In order to understand the basis for including these resources
in the depreciation calculation and further expand your footnote disclosure, address the following areas below:
a) Explain why you do not apply the units of production method
to depreciate your mining assets and have concluded the use of the straight-line method is more closely aligned with the consumption
of the economic benefits of the assets under paragraphs 60 through 62 of IAS 16.
b) Provide us with the resource and reserve amounts and categories
that are included in the 72% and 79% disclosed amounts, including calculations. We would expect such amounts to be based on your life
of mine plan and agree with reserve and resource amounts disclosed elsewhere in your filing.
c) Revise your disclosure regarding when inferred mineral resources
are included in the depreciation calculation to ensure the terminology is consistent with the definitions of Section 1300 of Regulation
S-K. The term economically viable is associated with mineral reserve determination and the term economic potential relates to mineral
resources. For an inferred resource to be viable it would first have to be upgraded to a measured or indicated resource which would have
to be subsequently upgraded to a reserve.
d) Supplement the information provided regarding your historical
81% conversion rate based on 12 years of historical data by explaining where the historical inferred resources were located in relation
to areas of active production within the How mine. Explain whether the 81% conversion rate is based on inferred resources converted to
proven and probable reserves or extracted for production.
e) Provide sections or drawings to demonstrate the location
of the inferred resources that are included in the depreciation calculation specifically identifying where these portions of inferred
resources are located with respect to current active mining locations and drill holes.
f) Provide us with an understanding of the continuity of the
mineralization within the How mine.
g) Specify the average drill hole spacing for the inferred resources
that have been included in the depreciation calculation.
h) Quantify the percentage of inferred resources that have been
included in the depreciation calculation that have data that has been interpolated between sample points, versus the percentage extrapolated,
and the average distance extrapolated.
i) Provide any other empirical data that supports a high accuracy
and confidence level with respect to inferred resource conversion.
U.S. Securities and Exchange Commission
Division of Corporation Finance
February 4, 2025
Page 5 of 8
Response to Comment No. 9
Please see responses below corresponding
to the subsections denoted by letters, above:
a) The Company acknowledges the Staff’s comment and respectfully advises the Staff it has revised
its disclosure of the depreciation method on page F-109. The Company considered the use of the units-of-production method of
depreciation, but determined the application of this method would not result in a materially different outcome as compared to the
straight-line method of depreciation currently applied. Given both methods require determination of the total resource and reserve
body, and the Company’s annual production is relatively constant, use of the straight-line depreciation method allocates a
roughly equal amount of depreciation to each unit produced in a manner similar to the units-of-production method and thus
appropriately reflects the pattern of consumption and matching of costs and benefits in accordance with paragraph 60 through 62 of
IAS 16.
b) The Company acknowledges the Staff’s comment and respectfully advises the Staff it has revised
its disclosure on page F-109 for alignment with reserve and resource amounts in the How Mine NI-43101 Technical Report, effective as
of December 31, 2022 (the “2022 NI-43101 Report”), which reserve and resource amounts are consistent with such amounts reported for 2022 in the 2023 S-K 1300 Technical Report Summary
for the How Mine filed with the Registration Statement.
Due to the timing
of when the 2022 NI-43101 Report is finalized as compared to the timing of the annual financial statements, the life of mine (“LOM”)
plan for a given year is forecasted on a one-year lag basis and is based on the resource and reserve amounts from the prior year information
in a technical report. Accordingly, the LOM estimate disclosed in the Company’s 2023 annual financial statements (i.e., 8 years,
as disclosed in Note 3), is based on resource and reserve data derived from the 2022 NI-43101 Report. The 3.25Mt of inferred resources
referenced in the financial disclosure may be reconciled to Table 1.1 from the 2022 NI-43101 Report (3.25M tonnes) and represents the
measure of inferred resources for which there exists a reasonable expectation, as determined by a “qualified person” in accordance
with applicable rules and regulations, of upgrade to indicated or measured mineral resources with continued exploration.
The
prior disclosure reference to 72% of the total estimate of inferred resources expected to be classified as reserves was included to
distinguish that the reported 3.25Mt is not the total amount of inferred resources, but only the portion of inferred
resources for which there exists a reasonable expectation of future upgrade to indicated or measured mineral resources with
continued exploration, according to the Regulation S-K 1300 requirement noted above. The 3.25Mt excludes inferred resources not
expected to be converted and extractable due to their potential location within structural pillars which are to support the mine
infrastructure. The inferred resources within these structural pillars cannot be converted