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CORRESP
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 filename1.htm

 March 10, 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 Anuja Majmudar Irene Barberena-Meissner

 Re:
 Namib Minerals, as Registrant (CIK No. 0002026514)

 Greenstone Corporation, as Co-Registrant (CIK No. 0002034129)

 Amendment No. 3 to the Registration Statement on Form F-4, Filed February 25, 2025

 Staff Comment Letter Dated March 3, 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. 3 to the Registration Statement on Form F-4, filed with the Commission on February 25, 2025 (the
" Registration Statement "), as set forth in your letter dated March 3, 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. 4 to the Registration Statement on Form F-4 (the " Amendment No. 4 "), which
includes changes that reflect responses to the Staff's comments.

 The Registrants advise the
Staff that they seek to finalize the review process as soon as practicable with a view to seeking effectiveness of the Registration Statement
during the week of March 10, 2025.

 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. 4.

 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 March 10, 2025 Page 2 of 16

 Concurrent with the filing
of this response letter, the Company is submitting a request for confidential treatment pursuant to Rule 83 under the Securities Act of
1933, as amended (the "Act"), with respect to certain supplemental information provided to the Staff separately in accordance
with Rule 418 under such Act to assist in the Staff's understanding of the Company's responses below.

 In
submitting this response to the Staff, the Company is including the following information:

 ● Part
 I: Response to Comment Letter, dated March 3, 2025;

 ● Part
 II: Clarification of Response to Comment 1 of the Staff's comment letter, dated February
 18, 2025, as discussed with the Staff; and

 ● Appendices.

 Part
I: Response to Comment Letter, dated March 3, 2025 :

 Amendment
No. 3 to Registration Statement on Form F-4
 Greenstone Corporation Financial Statements

 3.3 Property
and equipment, page F-108

 Comment
1 : We have read your response to comment 1. We understand your inferred resource estimates are primarily based upon the expectation
of future upgrades and recoveries and they lack data and information generated by any mineral exploration program. In the absence of
adequate geological evidence, your estimates of inferred resources should be excluded from consideration in the determination of the
useful life of your mining assets. As a result, please provide the following:

 ● Tell
 us how the exclusion of inferred resources impacts your depreciation expense for mining assets
 under the application of the straight-line and units-of-production methods for the periods
 presented.

 ● Provide
 us with the results of your calculation of both methods, highlighting the difference between
 historical depreciation expense and the revised amounts and the impact it has on your results
 of operations and financial position for the periods presented.

 ● Tell
 us how you reconsidered the application of the units-of-production method rather than the
 straight-line method and evaluated whether this depreciation method may better reflect the
 pattern of consumption of future economic benefits, as explained in IAS 16.

 U.S. Securities and Exchange Commission Division of Corporation Finance March 10, 2025 Page 3 of 16

 Response to Comment 1 : The Company acknowledges
the Staff's comment and advises the Staff as follows:

 The Company notes that the
Staff comments, in relevant part, that "estimates of inferred resources should be excluded from consideration in the determination
of the useful life of your mining assets." For the reasons set forth herein and in Part 2 below, the Company respectfully advises
the Staff that it believes the inclusion of estimates of inferred resources in its calculation of the life of its mining assets is appropriate
and consistent with the principles set forth in IAS 16, as demonstrated within the computations contained in the confidential supplemental
information provided to the Staff under separate cover in reliance upon Rule 418 of the Act. On the basis of the Company's review
and analysis, the Company advises t he Staff that:

 ● For
 the annual period ended December 31, 2023, use of the units-of-production method as compared
 to the Company's straight-line method (both including inferred resources and excluding
 inferred resources) results in an immaterial difference in the amount of annual depreciation
 expense and has a similarly immaterial impact on the Company's statements of financial
 position and results of operations. With respect to the annual period ended December 31,
 2022, use of the units-of-production method as compared to the Company's straight-line
 method resulted in a larger difference in annual depreciation as compared to the results
 in 2023. The difference was due to breakdowns of critical mining equipment which occurred
 in the first quarter of 2022 and impacted the level of production. The length of time required
 to restore the equipment and restore normal levels of production was longer than the typical
 recovery time due to the impact on the supply chain from the COVID-19 pandemic. Under normal
 circumstances, the typical recovery time is less than 10 days and therefore does not result
 in a significant impact on the level of production.

 ● IAS
 16 indicates the depreciation method should reflect the pattern in which the asset's
 future economic benefits are expected to be consumed and provides that a variety of depreciation
 methods may be used, thereby providing flexibility given the facts and circumstances of the
 particular entity/assets.

 ● As
 described in the Company's response letter of February 4, 2025, the Company maintains
 relatively consistent levels of production across annual periods in line with plant capacity,
 and thus the straight-line method of depreciation allocates roughly an equal amount of depreciation
 to each unit produced in a manner similar to the units-of-production method and serves as
 a reasonable basis to conclude the appropriateness of utilizing the straight-line method.

 As a result, the Company asserts that the straight-line
method of depreciation sufficiently reflects the pattern of consumption and matching of costs and benefits as described in paragraph 60
through 62 of IAS 16.

 U.S. Securities and Exchange Commission Division of Corporation Finance March 10, 2025 Page 4 of 16

 Namib Minerals

 Audited Financial Statements, page F-137

 Comment 2 : 	Please update to include
the subsequent interim financial statements of at least the first six months of the financial year. We refer you to Item 8.A.5 of the
requirements to Form 20-F.

 Response to Comment 2 : The Company advises
the Staff that the Namib Minerals' unaudited interim financial statement as of and for the period from inception (May 27, 2024)
to June 30, 2024, and notes thereto, have been included in Amendment No. 4, as filed with the Commission on March 10, 2025.

 Part II: Clarification of Response to Comment
1 of the Staff's comment letter, dated February 18, 2025, as discussed with the Staff:

 The Company thanks the Staff
for its time and consideration since the issuance of the Comment Letter in facilitating the Company's ability to discuss directly
the Staff's questions with respect to the inclusion of the inferred resources in the life of mine ("LoM") calculation.
As noted to the Staff in such discussions, the Company considers that its prior response to the Staff's letter of February 18, 2025,
comment 1, warrants additional explanation in light of further discussion and review. As a result, the Company supplementally incorporates
below a more detailed and robust explanation of its exploratory drilling process and assessment of inferred resources, as part of its
response to this comment.

 Comment 1 from the Staff's
comment letter dated February 18, 2025, states, in relevant part: "Explain in further detail the estimation methodologies employed
and geologic data considered in determining inferred resources with reasonable certainty to include them in your resource and reserve
base. Please include details such as drill hole spacing and differences in confidence levels between the inferred versus indicated categories."

 The Company advises the Staff
that it misinterpreted the Staff's comment and incorrectly responded in the February 25, 2025 response letter at page 3 that it
does not consider the results of drilling in forming its conclusion to include or exclude inferred resources in the resource and reserve
base used to estimate the LoM in any given period. The Company confirms to the Staff that, in fact, it does consider drilling evidence
and relied on the results of such drilling evidence obtained, in combination with historical drilling results and extensive knowledge
of orebody continuity and geological predictability, as its basis to reach the conclusion regarding the inclusion of inferred resources
in estimating its LoM as of December 31, 2023. In this regard, the Company seeks to clarify its prior response in three categories
as follows:

 A. Application of IFRS accounting standards regarding drilling evidence obtained. The Company sets
forth in Section A below an explanation of the drilling evidence obtained and how such evidence was utilized to form a conclusion regarding
the inclusion of inferred resources in the estimate of LoM as of December 31, 2023, in accordance with the principles embodied in IAS
16 and IAS 10.

 B. Drilling evidence and reliability of inferred resources. Section B includes a detailed discussion
of the extensive exploratory drilling evidence obtained by the Company regarding the inferred resources. Reference is also made to the
information included in the Appendices hereto.

 U.S. Securities and Exchange Commission Division of Corporation Finance March 10, 2025 Page 5 of 16

 C. Geological predictability and orebody continuity. In Section C, the Company provides information
on the geological predictability and orebody continuity, and how such information supported its conclusion to include inferred resources
in its LoM.

 In addition, in consideration
of the further review, the Company advises the Staff that it is enhancing its disclosure in Note 3.3 to Greenstone's financial statements,
as incorporated in Amendment No. 4, with respect to the basis of including inferred resources in the LoM, aligning with accounting principles
as set forth in IAS 16. The revised Note 3.3 is included under Section A below.

 A. Application of IFRS accounting standards regarding drilling evidence obtained.

 As a result of the Company's
policy to estimate the LoM utilizing resource and reserve data on a one-year lag basis (i.e., the Company's December 31, 2023 LoM
estimate in the calculation of depreciation is prepared using 2022 resource and reserve data), the Company has the ability to obtain significant
levels of either confirmatory or contradictory evidence (through subsequent drilling) regarding the amount of inferred resources reported,
prior to the issuance of its annual financial statements:

 ● As
 of December 31, 2023, further confirmatory evidence was obtained through the Company's
 process of continuous drilling. The latter resulted in the upgrade of 61% of the inferred
 resources estimated as of December 31, 2022, to indicated and measured resources and provided
 the Company with evidence that a reasonable expectation of such resources will be upgraded
 and form part of the eventual extraction.

 ● In
 accordance with IAS 10, which requires adjustments to financial statements when information
 is obtained after the reporting period and provides new information about conditions which
 existed as of the end of the reporting period, the Company evaluated any and all new information
 obtained which may impact an estimate made as of the balance sheet date through the date
 of issuance of the financial statements. In the period between December 31, 2023 and the
 date the financial statements were issued on September 12, 2024, the Company's continued
 drilling in 2024 provided continued evidence that a high degree of the inferred resources
 would continue to be upgraded (i.e., an amount greater than the 61% which was upgraded as
 of December 31, 2023).

 ● The
 Company's determination to include 3.25Mt of inferred resources in the estimate of
 the LoM as of December 31, 2023, was based on a combination of historical drilling results
 which the Company has detailed in previous letters, and the 2023 drilling data noted above
 which became available prior to the issuance of the audited annual financial statements as
 of and for the year ended December 31, 2023 and provided confirmatory evidence that a high
 degree of probability existed that the inferred resources would be upgraded and form part
 of eventual extraction, consistent with the Company's historical results.

 U.S. Securities and Exchange Commission Division of Corporation Finance March 10, 2025 Page 6 of 16

 ● As
 demonstrated by the calculations contained within the confidential supplemental information
 provided to the Staff in response to Comment 1, the exclusion of these inferred resources
 would have resulted in a significant reduction in the LoM, and a depreciation policy which
 the Company believes would not have faithfully represented the pattern of consumption and
 future economic benefits in accordance with IAS 16.

 ● Based
 on the Company's evaluation of all available evidence as of the issuance of its December
 31, 2023 annual financial statements, the Company believes the inclusion of inferred resources
 in deriving the LoM estimate as of December 31, 2023 provides a more reasonable reflection
 of the period over which its mining assets will provide economic benefits than if such resources
 were fully excluded. In accordance with IAS 16 requirements, the Company will continue to
 perform an annual re-assessment of its depreciation policy on an annual basis to ensure the
 method of depreciation appropriately reflects the pattern in which the asset's future
 economic benefits are expected to be consumed.

 Revision of Note 3.3 to Financial
Statements:

 The Company advises the Staff
that it is enhancing its disclosure in Note 3.3 to Greenstone's financial statements, as incorporated in Amendment No. 4, with respect
to the basi