SecProbe.io

CORRESP
 1
 filename1.htm

 Namib Minerals

 71 Fort Street, PO Box 500

 Grand Cayman, Cayman Islands, KY1-1106

 July 18, 2025

 Via EDGAR Submission

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

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

 Registration Statement on Form F-1, Filed June 26, 2025

 SEC File No. 333-288328

 Ladies and Gentlemen:

 Reference is made to the Registration
Statement on Form F-1 (the "Registration Statement"), as amended on July 14, 2025 by Amendment No. 1, SEC
 File No. 333-288328 filed by Namib Minerals, a foreign
private issuer and exempted company limited by shares incorporated under the laws of the Cayman Islands (the "Registrant"),
with the U.S. Securities and Exchange Commission.

 The Registrant hereby
requests that the effective date of the Registration Statement be accelerated to 9:00 a.m., Eastern Time, on July 22, 2025, or as
soon as practicable thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.

 Once the Registration Statement
is effective, please contact our counsel, Barbara A. Jones of Greenberg Traurig, LLP, at (310) 586-7773 to orally confirm that event or
if you otherwise have any questions or require additional information regarding this matter.

 Very truly yours,

 Namib Minerals

 By:
 /s/ Ibrahima Tall

 Name:
 Ibrahima Tall

 Title:
 Chief Executive Officer

 cc:

 Tulani Sikwila, Chief Financial Officer, Namib Minerals

 Siphesihle Mchunu, General Counsel, Namib Minerals

 Alan Annex, Greenberg Traurig, LLP

 Adam Namoury, Greenberg Traurig, LLP

 Barbara A. Jones, Greenberg Traurig, LLP

CORRESP
 1
 filename1.htm

 July 14, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Cheryl Brown
Irene Barberena-Meissner

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

 Registration Statement on Form F-1, Filed June 26, 2025

 File No. 333-288328

 Staff Comment Letter Dated July 10, 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 " Registrant " or the " Company "), 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 Registrant's Registration Statement on Form F-1, filed with the Commission on June 26, 2025 (the " Registration
Statement "), as set forth in your letter dated July 10, 2025 addressed to Ibrahima Tall (the " Comment Letter ").
In submitting this response, the Registrant is concurrently filing publicly with the Commission, electronically via EDGAR, Amendment No.
1 to the Registration Statement on Form F-1 (the " Amendment No. 1 "), 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 Registrant's response. Unless otherwise indicated, page references in the Registrant's
response below refers to the Amendment No. 1.

 Registration Statement on Form F-1

 General

 Comment 1 : With respect to a portion of
the securities being registered on this registration statement, we note that you are registering the primary issuance of your common stock
upon the exercise of outstanding, privately placed warrants. Please provide your analysis as to why you believe you are eligible to register
the primary issuance of the underlying common stock to SPAC Sponsor and the Anchor Investors as these shares appear to have been offered
to them privately. Alternatively, please revise to clarify, if true, that any "primary issuance" of your common stock would
be exclusively to third parties whom did not purchase the privately placed warrants from you in a private placement transaction. For guidance,
refer to Securities Act Sections Compliance and Disclosure Interpretations 103.04, 134.02 and 239.15.

 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

 July 14, 2025

 Page 2 of 4

 Response to Comment 1 :

 The Company acknowledges the
Staff's comment and respectfully advises the Staff that it believes registration of the primary issuance of the underlying ordinary
shares to SPAC Sponsor and the Anchor Investors upon exercise of their warrants is appropriate. The Company is a new holding company resulting
from its recently completed Business Combination that was structured as a "double dummy" (the " Transaction ")
with Red Rock Acquisition Corporation, formerly known as Hennessy Capital Investment Corp. VI and now a subsidiary of the Company (" Red
Rock "). Prior to the consummation of the Transaction, Red Rock was a special purpose acquisition company and issued a portion
of its warrants (" Red Rock Private Warrants "), exercisable for common stock in Red Rock (" Red Rock Common
Stock "), in a private placement in connection with its October 2021 initial public offering. Such Red Rock Private Warrants
were exchanged (the " Exchange ") in the Transaction for an equal number of the Company's warrants (" Company
Warrants "), exercisable for ordinary shares of the Company (" Company Shares "), and the Company registered
all of such Company Warrants and the underlying Company Shares on its Registration Statement on Form F-4 (File No. 333-283650) (" Form
F-4 ") relating to the Transaction. The Company has revised disclosure on the Cover Page and pages 8, 9, and 139 to clarify that
the Company Warrants were issued in exchange for the Red Rock Private Warrants.

 The Company believes that
since the Company registered the Company Warrants and the underlying Company Shares at the time of the Exchange due to the double dummy
structure, it is eligible to register the primary issuance of Company Shares upon exercise of the Company Warrants on the Registration
Statement.

 This scenario is distinct
from the scenarios and concepts contemplated in the Comment Letter's referenced Securities Act Sections Compliance and Disclosure
Interpretations (" CD&I "). CD&I 103.04 relates to the offer and sale of warrants and indicates that if warrants
are exercisable or convertible within one year, the underlying securities must be registered at the time of the issuance of the warrants
for the underlying securities to be registered. In this case, since the Company Warrants were exercisable within one year, based on CD&I
103.04 the Company was required to, and did, register the underlying Company Shares on the Form F-4 at the same time it registered the
Company Warrants. Similarly, CD&I 239.15 indicates that at the time an option becomes exercisable, a registration statement must be
on file before the option is exercisable for the entire transaction to be a public offering. In this case, the Company Warrants represent
new securities that were issued to holders of the Red Rock Private Warrants in the Exchange, and the Company registered both the Company
Warrants and the underlying Company Shares on the Form F-4 at the time of the Exchange.

 CD&I 134.02 contemplates
a scenario where a company begins an offering as a private placement and subsequently seeks to complete the offering pursuant to a registration
statement, such as where warrants are privately placed and the company subsequently wishes to register the issuance of the shares underlying
the warrants upon exercise of the warrants. Here, the primary issuance of Red Rock Common Stock underlying the privately placed Red Rock
Private Warrants is not being registered on the Registration Statement. Instead, due to the double dummy structure of the Transaction,
both the Company Warrants and the Company Shares underlying the Company Warrants were already registered on the Form F-4 at the time of
the Exchange, and the Company is simply continuing such Form F-4 registration of the primary issuance of the Company Shares underlying
the Company Warrants on the Registration Statement.

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 July 14, 2025

 Page 3 of 4

 This is different from a business
combination transaction where new warrants are not issued in exchange for privately placed warrants. In such transactions, the issuance
of the private warrants is not registered on the Registration Statement on Form S-4/F-4 in connection with the business combination. In
that case, registration of the primary issuance of the shares underlying the private warrants may not be permitted based on CD&I 134.02.

 Furthermore, the Company is
aware of precedents registering the primary issuance of underlying shares of warrants that were previously both (i) exchanged for, or
converted from, warrants that were originally issued in a private placement in connection with a special purpose acquisition company's
initial public offering and (ii) registered with the underlying shares in connection with the related business combination. See e.g. Coincheck
Group N.V. (File No. 333-284537) and Toyo Co., Ltd (File No. 333-283617), described below.

 Coincheck Group N.V. ("Coincheck")
(File No. 333-284537)

 On December 10, 2024, Coincheck,
a new holding company, completed a business combination transaction (" Coincheck Transaction ") with Thunder Bridge Capital
Partners IV, Inc. (" Thunder Bridge "), previously a special purpose acquisition company and now a subsidiary of Coincheck.
Thunder Bridge issued warrants (" Thunder Bridge Private Warrants ") in a private placement in connection with its initial
public offering, and Coincheck issued warrants in exchange for such Thunder Bridge Private Warrants in connection with the Coincheck Transaction.
Coincheck registered its warrants and the underlying ordinary shares in connection with the Coincheck Transaction on the Registration
Statement on Form F-4 (File No. 333-279165). Subsequently, Coincheck registered the primary issuance of its ordinary shares underlying
its warrants, including those issued in exchange for the Thunder Bridge Private Warrants, on the Registration Statement on Form F-1 (File
No. 333-284537).

 Toyo Co., Ltd ("Toyo")
(File No. 333-283617)

 On July 1, 2024, Toyo, a newly
formed holding company, completed a business combination transaction (the " Toyo Transaction ") with Blue World Acquisition
Corporation (" Blue World "), previously a special purpose acquisition company and now a subsidiary of Toyo. Blue World
issued warrants (" Blue World Private Warrants ") in a private placement in connection with its initial public offering,
and Toyo issued warrants in exchange for such Blue World Private Warrants in connection with the Toyo Transaction. Toyo registered its
warrants and the underlying ordinary shares in connection with the Toyo Transaction on the Registration Statement on Form F-4 (File No.
333-277779). Subsequently, Toyo registered the primary issuance of its ordinary shares underlying its warrants, including those warrants
issued in exchange for the Blue World Private Warrants in the Toyo Transaction, on the Registration Statement on Form F-1 (File No. 333-283617).

 *
* * * * * * * * *

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 July 14, 2025

 Page 4 of 4

 We
thank the Staff for its review and consideration of the Registrant's Registration Statement and the foregoing responses to the Staff's
comments. If the Staff requires any additional information or has any questions regarding the foregoing responses, please do not hesitate
to contact the undersigned at (310) 586-7773 or by email at Barbara.Jones@gtlaw.com.

 Very truly yours,

 GREENBERG TRAURIG, LLP

 /s/ Barbara A. Jones

 Barbara A. Jones, Esq.

 Attachments: Appendices

 cc:
 Office of International Corporate Finance, Securities and Exchange Commission

 Ibrahima Tall, Chief Executive Officer, Namib Minerals

 Tulani Sikwila, Chief Financial Officer, Namib Minerals

 Siphesihle Mchunu, General Counsel, Namib Minerals

 Alan Annex, Greenberg Traurig, LLP

 Adam Namoury, Greenberg Traurig, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106

 Re: Namib Minerals
 Registration Statement on Form F-1
 Filed June 26, 2025
 File No. 333-288328
Dear Ibrahima Tall:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
General

1. With respect to a portion of the securities being registered on this
registration
 statement, we note that you are registering the primary issuance of your
common
 stock upon the exercise of outstanding, privately placed warrants.
Please provide your
 analysis as to why you believe you are eligible to register the primary
issuance of the
 underlying common stock to SPAC Sponsor and the Anchor Investors as
these shares
 appear to have been offered to them privately. Alternatively, please
revise to clarify, if
 true, that any "primary issuance" of your common stock would be
exclusively to third
 parties whom did not purchase the privately placed warrants from you in
a private
 placement transaction. For guidance, refer to Securities Act Sections
Compliance and
 Disclosure Interpretations 103.04, 134.02 and 239.15.
 July 10, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Cheryl Brown at 202-551-3905 or Irene Barberena-Meissner
at 202-
551-6548 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Barbara A. Jones, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Namib
Minerals

 71
Fort Street, PO Box 500

 Grand
Cayman, Cayman Islands, KY1-1106

 March 14, 2025

 Via
EDGAR Submission

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

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

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

 Registration Statement on Form F-4

 File No. 333-283650

 Ladies
and Gentlemen:

 Reference
is made to the Registration Statement on Form F-4 (File No. 333-283650) filed by 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 (together
with the Company, the "Registrants"), with the U.S. Securities and Exchange Commission on December 6, 2024, as amended (the
"Registration Statement").

 The Registrants hereby request
the Registration Statement be made effective at 5:00 p.m., Eastern Time, on March 14, 2025, or as soon as possible thereafter, in accordance
with Rule 461 under the Securities Act of 1933, as amended.

 Once
the Registration Statement is effective, please contact our counsel, Barbara A. Jones of Greenberg Traurig, LLP, at (310) 586-7773 to
orally confirm that event or if you otherwise have any questions or require additional information regarding this matter.

 Very truly yours,

 Namib Minerals

 By:
 /s/ Ibrahima Tall

 Name:
 Ibrahima Tall

 Title:
 Chief Executive Officer

 Greenstone Corporation

 By:
 /s/ Ibrahima Tall

 Name:
 Ibrahima Tall

 Title:
 Chief Executive Officer

 cc:
 Office of International Corporate Finance, Securities and Exchange Commission

 Tulani Sikwila, Chief Financial Officer, Greenstone Corporation

 Siphesihle Mchunu, General Counsel, Namib Minerals

 Alan Annex, Greenberg Traurig, LLP

 Adam Namoury, Greenberg Traurig, LLP

 Barbara A. Jones, Greenberg Traurig, LLP

CORRESP
 1
 filename1.htm

 March 14, 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. 4 to the Registration Statement on Form F-4, Filed March 10, 2025

 Staff Comment Letter Dated March 13, 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. 4 to the Registration Statement on Form
F-4, filed with the Commission on March 10, 2025 (the " Registration Statement "), as set forth in your letter
dated March 13, 2025 addressed to Ibrahima Tall and Tulani Sikwila (the " Comment Letter "). The Registrants
publicly filed with the Commission, electronically via EDGAR, Amendment No. 5 to the Registration Statement on March 12, 2025, and, in submitting this
response, the Registrants are concurrently filing publicly with the Commission, electronically via EDGAR, Amendment No. 6 to the
Registration Statement on Form F-4 (the " Amendment No. 6 "), 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
as soon as possible.

 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. 6.

 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 14, 2025

 Page 2 of 3

 Amendment No. 4 to Registration Statement on Form F-4 filed March
10, 2025 Risk Factors

 Risks Relates to Greenstone

 Since operations at our Mazowe Mine and Redwing Mine were halted
in 2018 and 2019, respectively, we have been subject to, page 46

 Comment 1 : We note your disclosure that
the application filed on February 15, 2024 with the High Court of Zimbabwe to place the Mazowe Mining Company in corporate rescue proceedings
has been challenged by the Company, and a hearing date was set for March 11, 2025. Please update your disclosure here and elsewhere as
appropriate to reflect the outcome of this hearing.

 Response to Comment 1 :

 The Company acknowledges the
Staff's comment and has revised disclosure in Risk Factors on page 47 and in Litigation on page 253 to indicate that the March 11,
2025 hearing date was postponed and a new date has not been set.

 Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and
the How Mine from Metallon may be subject to potential claims, page 47

 Comment 2 : You disclose that the former majority shareholder
of Metallon (which was under common control with Metallon) was placed into liquidation in Jersey in May 2024 and that the adequacy of
the consideration for the transfer of Metallon shares held by such former majority shareholder to the current controlling shareholders
of Metallon could be at issue in the liquidation proceedings, and the transfer of Metallon shares could be challenged at law or in equity.
You further disclose that if the Guarantors are not able to, or do not satisfy their indemnification obligations or if a challenge to
the BMC Sale to Greenstone is successful, such result could have a material adverse effect on the Company's assets and operations. Please
expand your disclosure to specify the potential material adverse effects on the Company, including with respect to the ownership claims
of [it's] prospective target company, Greenstone, over the Mazowe, Redwing, and How Mines. Also include this disclosure in your Questions
and Answers and Summary sections of your prospectus.

 Response to Comment 2 :

 The Company acknowledges
the Staff's comment and has revised its disclosure in the Risk Factors section on pages 47 and 48 and has added the requested
disclosure to the Questions and Answers and Summary sections of Amendment No. 6 on pages xxii and 1, respectively.

 *
* * * * * * * * *

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 March 14, 2025

 Page 3 of
 3

 We thank the Staff for its continued
assistance and cooperation throughout the course of the review of the Registrants' Registration Statement, including the
Staff's availability for discussion of these matters and its consideration of the Company's foregoing responses to the
Comment Letter. If the Staff requires any additional information or has any questions regarding the foregoing responses, please do
not hesitate to contact the undersigned at (310) 586-7773 or by email at Barbara.Jones@gtlaw.com. As noted above, the Registrants
intend to seek acceleration of the Registration Statement as soon as possible and appreciates the Staff's assistance in this
regard.

 Very truly yours,

 GREENBERG TRAURIG, LLP

 /s/ Barbara A. Jones

 Barbara A. Jones, Esq.

 Attachments: Appendices

 cc: Office of International Corporate Finance, Securities and Exchange
Commission

 Ibrahima Tall, Chief Executive Officer,
Namib Minerals

 Tulani Sikwila, Chief Financial Officer, Greenstone Corporation

 Siphesihle Mchunu, General Counsel, Namib Minerals

 Alan Annex, Greenberg Traurig, LLP

 Adam Namoury, Greenberg Traurig, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 13, 2025

Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106

Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106

 Re: Namib Minerals
 Amendment No. 4 to Registration Statement on Form F-4
 Filed March 10, 2025
 File No. 333-283650
Dear Ibrahima Tall and Tulani Sikwila:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our March 3,
2025 letter.

Amendment No. 4 to Registration Statement on Form F-4 filed March 10, 2025
Risk Factors
Risks Relates to Greenstone
Since operations at our Mazowe Mine and Redwing Mine were halted in 2018 and
2019,
respectively, we have been subject to, page 46

1. We note your disclosure that the application filed on February 15, 2024
with the High
 March 13, 2025
Page 2

 Court of Zimbabwe to place the Mazowe Mining Company in corporate rescue
 proceedings has been challenged by the Company, and a hearing date was
set for
 March 11, 2025. Please update your disclosure here and elsewhere as
appropriate to
 reflect the outcome of this hearing.
Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and the How Mine
from
Metallon may be subject to potential claims , page 47

2. You disclose that the former majority shareholder of Metallon (which was
under
 common control with Metallon) was placed into liquidation in Jersey in
May 2024
 and that the adequacy of the consideration for the transfer of Metallon
shares held by
 such former majority shareholder to the current controlling shareholders
of Metallon
 could be at issue in the liquidation proceedings, and the transfer of
Metallon shares
 could be challenged at law or in equity. You further disclose that if
the Guarantors are
 not able to, or do not satisfy their indemnification obligations or if a
challenge to the
 BMC Sale to Greenstone is successful, such result could have a material
adverse
 effect on the Company's assets and operations. Please expand your
disclosure to
 specify the potential material adverse effects on the Company, including
with respect
 to the ownership claims of it's prospective target company, Greenstone,
over the
 Mazowe, Redwing, and How Mines. Also include this disclosure in your
Questions
 and Answers and Summary sections of your prospectus.
 Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at
202-551-
3717 if you have questions regarding comments on the financial statements and
related
matters. Please contact Anuja Majmudar at 202-551-3844 or Irene
Barberena-Meissner at
202-551-6548 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Barbara Jones
</TEXT>
</DOCUMENT>

CORRESP
 1
 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

March 3, 2025
Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Re:Namib Minerals
Amendment No. 3 to Registration Statement on Form F-4
Filed February 25, 2025
File No. 333-283650
Dear Ibrahima Tall and Tulani Sikwila:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 18, 2025 letter.
Amendment No. 3 to Registration Statement on Form F-4
Greenstone Corporation Financial Statements
3.3 Property and equipment, page F-108
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 1.

March 3, 2025
Page 2
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.
Namib Minerals
Audited Financial Statements, page F-137
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.
            Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Irene Barberena-Meissner at
202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Barbara Jones

CORRESP
1
filename1.htm

February 25, 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. 2 to the Registration Statement on Form F-4, Filed February 4, 2025

    Staff Comment Letter Dated February 18, 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. 2 to the Registration Statement on Form F-4, filed with the Commission on February 4, 2025 (the
“Registration Statement”), as set forth in your letter dated February 18, 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. 3 to the Registration Statement on Form F-4 (the “Amendment No. 3”),
which includes changes that reflect responses to the Staff’s comments, as well as other updates to the disclosure and including
the preliminary proxy card for the shareholders meeting to be scheduled for March 20, 2025 or as soon thereafter as possible.

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 February 24, 2025 in light of the upcoming shareholders meeting.

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 in italics, 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. 3.

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, with respect to certain supplemental information provided to the Staff in accordance with Rule 418 under such act to
assist in the Staff’s understanding of the Company’s responses below.

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 25, 2025

Page 2 of 5

Amendment No. 2 to Registration Statement on Form F-4

Greenstone Corporation Financial Statements

3.3 Property and equipment, page F-108

1. We have reviewed your response to comment 9. Please provide the following information to support
your analysis and conclusions:

 · Clarify the quality of the inferred resource estimates
by detailing the proximity of inferred resources to related upgraded categories of measured and indicated resources.

Response: We have provided the
Staff with certain confidential supplemental information depicting longitudinal sections. The indicated resources denoted in brown color
sit below the measured resources denoted in green color, while the inferred resources (32L - 36L) denoted in yellow color sit directly
below the indicated resources.

 · Identify when the inferred resources that are included
in your life of mine plan are expected to be extracted. If over multiple years, provide the amounts expected to be extracted over each
year.

Response: For the inferred resources
expected to be extracted over the life of mine (“LOM”) from 2024 through 2032, we have provided confidential information supplementally
to the Staff in response to this comment. Please note that the inferred resources planned for extraction are first converted to reserves
through exploration drilling and development before they are brought into production.

 · Provide your historical rates of converting inferred resources
to indicated resources for the past five years and demonstrate your history of economic recovery of inferred resources during the same
period. Specifically, explain how you established a basis of adequate geological evidence in order to include the inferred resource estimates
within certain mining blocks identified in the table of 9.d) that appear have lower conversion percentages.

Response: We have provided confidential
information supplementally to the Staff in response to this comment, including tables that show (i) first, the extractable inferred resources
that converted to indicated resources and (ii) second, the same inferred resources that have been converted to reserves over the past
five years. In particular, we ask the Staff to note that 100% of the reserves were extracted. Table 9d, which is referenced in the Staff’s
comment, demonstrates the historical conversions from total in situ inferred resource to reserve over the past 12 years, from 2011 to
2023. In that table, the 81% figure was the average conversion factor to reserves of all mining blocks, including the ones that have a
low conversion rate.

U.S. Securities and Exchange Commission

Division of Corporation Finance

February 25, 2025

Page 3 of 5

 · Compare the amount of inferred resources planned to be
mined to the amount of inferred resources that you actually mined for the past five years, to the extent available.

Response: The Company asks the
Staff to note that we plan to extract 100% of our inferred resource estimate (after taking into account a structural discount factor of
72%). The second table referenced in the prior response demonstrates tonnage that was planned to be mined from the inferred resources
over that past five years. Since 100% of reserves in this table were extracted, the table reflects the amount actually extracted.

 · 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.

Response: The Company advises
the Staff that the mine's inferred resources are not based on drill holes. The mine applies a geological extrapolation methodology to
estimate inferred resources from drill indicated resources which are projected beyond an indicated mineral resource block where continuity
is assumed but not yet verified. Confidence is derived from the historically predictable orebodies in the How Mine over a combined orebodies
strike of 500m due to similar geometry, a robust geological structure that hosts the mineralization, and from the consistent performance
of the orebodies' combined conversion rate obtained from reconciliation of extracted tonnage to previously extrapolated inferred resource
tonnage. As shown in the longitudinal sections in the response above and provided supplementally to the Staff, mining activities were
on blocks above 24L, with inferred resources lying below 24L to 31L. In 2018, mining was at 28L, the inferred resource between 30L and
36L, with the 26L to 24L mining lift having been mined out. Superimposing the two longitudinal sections indicates that the mined-out area
lies within the previously inferred zones. The same can be demonstrated on preceding years from the surface. Within the mining cycle,
the inferred resources are assessed and upgraded annually to indicated resources, as appropriate, followed by development and orebody
delineation to convert to reserve before extraction commences.

Consistent with International Accounting
Standards (IAS) 16.61, the Company reassesses and updates its LOM calculation for financial reporting purposes annually based on a consistent
methodology, utilizing the relevant information that is available at the time the assessment is made, including, among other considerations,
the then-current projections of orebodies, recent drilling results and resource conversions, assessments of rock stability, and a cost-benefit
analysis of the economic benefit to be derived from the underlying assets. Going forward, the Company expects to expand its exploration
drilling activity to improve the rate of conversion of inferred resources and, depending on the results of such drilling, simultaneously
support the finding of additional resources. The current infrastructure in place allows accessibility to the inferred resources for exploration
and development as considered in the LOM calculation. The Company is acquiring two additional core drilling rigs, to complement the already
existing ones, to permit exploration operations at even greater depths. One machine has been received, and commissioning is planned for
March 2025. In future reporting periods, the Company will continue to update its LOM calculation at least annually based on the most recent
information then available. Any change in the LOM estimate will be applied prospectively.

U.S. Securities and Exchange Commission

Division of Corporation Finance

February 25, 2025

Page 4 of 5

 · Clarify the apparent inconsistency between the vertical
spacing for inferred resources in the technical report of 25m – 75m to the average distance extrapolated of 114m noted in your
response. Explain the basis for using 114 m for extrapolation, considering this inconsistency.

Response: The definition as
quoted below from the 2023 How Mine Regulation S-K 1300 report shows the extrapolation distances as a minimum of 75m up or down from a
known indicated resource. The How Mine underground inferred resources (32L - 36L) were generated by the extrapolation method from a known
indicated resource (30L - 32L). The first definition is the one applicable for How Mine underground resources where extrapolation (average
114m for all the orebodies) is made from an indicated resource. The second definition is relevant for surface generated inferred resources.
However, the How Mine inventory does not have that category.

 o   11.2.3 Inferred Mineral Resources

 § Inferred Mineral Resources are based on isolated drill core intersections or projection beyond an Indicated
Mineral Resource block, where continuity is assumed but not verified (BMC 2023b).

 § Diamond drilling on a spacing greater than 25 m but less than 75 m on strike, and 38 m down-dip.

 § All drill holes collar and downhole surveyed.

 § Projections falling within the geological boundaries of known mineralised zones.

 § Projection distances to a minimum of 75 m up and down-dip.

 § No allowance made for geological, or pillar losses.

 § Grades for the 300N and 400N Inferred Mineral Resource blocks below 30L were derived by extrapolating
block grades attained between 26L and 28L.

 § Grade for blocks below 34L were interpolated from historical performance.

*
* * * * * * * * *

U.S. Securities and Exchange Commission

Division of Corporation Finance

February 25, 2025

Page 5 of 5

We
thank the Staff for its review and consideration of the Registrants’ Registration Statement and the foregoing responses to the
Staff’s comments. If the Staff requires any additional information or has any questions regarding the foregoing responses, please
do not hesitate to contact the undersigned at (310) 586-7773 or by email at Barbara.Jones@gtlaw.com.

    Very truly yours,

    GREENBERG TRAURIG, LLP

    /s/ Barbara A. Jones

    Barbara A. Jones, Esq.

Enclosure

    cc:
    Office of International Corporate Finance, Securities and Exchange Commission

    Ibrahima Tall, Chief Executive Officer, Namib Minerals

    Tulani Sikwila, Chief Financial Officer, Greenstone Corporation

    Siphesihle Mchunu, General Counsel, Namib Minerals

    Alan Annex, Greenberg Traurig, LLP

    Adam Namoury, Greenberg Traurig, LLP

February 18, 2025
Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Re:Namib Minerals
Amendment No. 2 to Registration Statement on Form F-4
Filed February 4, 2025
File No. 333-283650
Dear Ibrahima Tall and Tulani Sikwila:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 27, 2025 letter.
Amendment No. 2 to Registration Statement on Form F-4
Greenstone Corporation Financial Statements
3.3 Property, plant and equipment, net, page F-108
We have reviewed your response to comment 9.  Please provide the following
information to support your analysis and conclusions:
Clarify the quality of the inferred resource estimates by detailing the proximity of •1.

February 18, 2025
Page 2
inferred resources to related upgraded categories of measured and indicated
resources.
•Identify when the inferred resources that are included in your life of mine plan are
expected to be extracted.  If over multiple years, provide the amounts expected to
be extracted over each year.
•Provide your historical rates of converting inferred resources to indicated
resources for the past five years and demonstrate your history of economic
recovery of inferred resources during the same period. Specifically, explain how
you established a basis of adequate geological evidence in order to include the
inferred resource estimates within certain mining blocks identified in the table of
9.d) that appear have lower conversion percentages.
•Compare the amount of inferred resources planned to be mined to the amount of
inferred resources that you actually mined for the past five years, to the extent
available.
•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.
•Clarify the apparent inconsistency between the vertical spacing for inferred
resources in the technical report of 25m – 75m to the average distance
extrapolated of 114m noted in your response.  Explain the basis for using 114 m
for extrapolation, considering this inconsistency.
            Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact John Coleman at 202-551-3610 for engineering related questions.
Please contact Anuja Majmudar at 202-551-3844 or Irene Barberena-Meissner at 202-551-
6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Barbara Jones

CORRESP
1
filename1.htm

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

January 27, 2025
Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Re:Namib Minerals
Amendment No. 1 to Registration Statement on Form F-4
Filed January 10, 2025
File No. 333-283650
Dear Ibrahima Tall and Tulani Sikwila:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 20,
2024 letter.
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.

January 27, 2025
Page 2
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.
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.
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.
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.
The Backgound 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.
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.
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 8.

January 27, 2025
Page 3
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.
Greenstone Corporation Financial Statements
3.3 Property and equipment, page F-108
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:
•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.
•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.
•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.
•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.
•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.
•Provide us with an understanding of the continuity of the mineralization within
the How mine.9.

January 27, 2025
Page 4
•Specify the average drill hole spacing for the inferred resources that have been
included in the depreciation calculation
•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.
•Provide any other empirical data that supports a high accuracy and confidence
level with respect to inferred resource conversion.
            Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact John Coleman at (202) 551-3610 for engineering related questions.
Please contact Anuja Majmudar at 202-551-3844 or Irene Barberena-Meissner at 202-551-
6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

January 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

    John Coleman

    Anuja Majmudar

    Irene Barberena-Meissner

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

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

    Registration Statement on Form F-4, Filed December 6, 2024

    Staff Comment Letter Dated December 20, 2024

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’ Registration Statement on Form F-4, filed with the Commission on December 6, 2024 (the “Registration
Statement”), as set forth in your letter dated December 20, 2024 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. 1 to the Registration Statement on Form F-4 (the “Amendment No. 1”), 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. 1.

Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM

1840 Century Park East, Suite 1900 n Los Angeles, California
90067-2121 n Tel 310.586.7700 n Fax 310.586.7800

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 10, 2025

Page 2 of 10

The Company advises the Staff
that it intends to consummate the business combination as soon as practicable within the three months following the just-completed fiscal
year ended December 31, 2024. In connection therewith, in order to facilitate the timely completion of the business combination, the Registrants
are applying for a waiver from the Commission pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which states that a registration
statement for an initial public offering of a foreign private issuer’s securities contain audited financial statements of a date
not older than 12 months as of the date of filing. The Registrants’ waiver request is attached as Exhibit 99.4 to Amendment
No. 1.

Form F-4 filed December 6, 2024 Cover

Page

 1. We note your revised disclosure contemplates the consummation
of a $60,000,000 PIPE Investment of SPAC Class A Common Stock at a price per share of $10.00 by certain investors and their permitted
successors and assigns. Revise your cover page to briefly describe any material financing transactions that will occur in connection
with the consummation of the de-SPAC transaction and revise your prospectus summary to include the material terms of such financing transaction.
Refer to Item 1604(a)(2) and (b)(5) of Regulation S-K.

Response to Comment No. 1

The Company acknowledges the Staff’s comment and has
revised the disclosure on the Cover Page and the prospectus summary at page 15 to reflect an anticipated PIPE Investment. The Company
respectfully advises the Staff that it will update the disclosure accordingly once the Company enters into a definitive agreement providing
for a material financing transaction.

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 revised disclosure in response to prior comment
13 that if applications for corporate rescue proceedings are approved at either the Mazowe Mining Company or the Redwing Mining Company,
then HCVI would not be obligated to consummate the Business Combination and HCVI would be permitted to terminate the Business Combination
Agreement unless, in each case, HCVI waives such condition. Please revise your disclosure in this Question and Answer to describe this
closing condition.

Response to Comment No. 2

The Company acknowledges the Staff’s
comment and has revised the disclosure on page xxvii accordingly.

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 10, 2025

Page 3 of 10

Sources and Uses of Funds for the Business Combination, page 18

 3. We refer you to the tables summarizing sources and uses of funding
the business combination. Please disclose how you determined cash to balance sheet amounts in each of the redemption scenarios and how
you determined the estimated transaction fees and expenses of $18,460,000.

Response to Comment No. 3

The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 19-21 and 133-135 accordingly

Summary Unaudited Pro Forma Condensed Consolidated Combined Financial
Information, page 27

 4. Please revise the loss for the year and loss per common shares-basic
and diluted as of December 31, 2023, to reconcile with the corresponding pro forma amounts presented on page 83. Also revise total assets,
liabilities, and shareholders’ deficit as of June 30, 2024, to reconcile with corresponding pro forma amounts on page 81.

Response to Comment No. 4

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on page 30 for the loss for the year and loss per common
shares-basic and diluted as of December 31, 2023, and the total assets, liabilities, and shareholders’ deficit as of June 30, 2024,
to reconcile with the corresponding pro forma amounts on pages 83-84 and 86, as applicable.

Risk Factors

Greenstone’s purchase of the Mazowe Mine, the Redwing Mine, and
the How Mine from Metallon may be subject to potential claims, page 45

 5. We note your revised disclosure in response to prior comment
14. Please revise to disclose whether the Guarantors plan to pay the Purchase Price prior to the closing of your business combination.

Response to Comment No. 5

The company acknowledges the Staff’s
comment and has revised the disclosure on page 47 accordingly.

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 10, 2025

Page 4 of 10

Nasdaq may delist our securities from trading on its exchange, which
could limit investors’ ability to make transactions in our securities, page 64

 6. We note your revised disclosure in response to prior comment
18. Please revise to also address the consequences of a suspension or delisting by Nasdaq of HCVI securities, including that you may
no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete
an initial business combination and any impact on securities holders due to your securities no longer being considered “covered
securities.”

Response to Comment No. 6

The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 66-67 accordingly.

HCVI does not have a specified maximum redemption threshold, page
65

 7. We note your revised disclosure in response to prior comment
42 and reissue the comment in part. Revise your risk factor disclosure to discuss the impact of HCVI’s securities being deemed a penny
stock on your listing on Nasdaq.

Response to Comment No. 7

The Company acknowledges the Staff’s
comment and has revised the disclosure on page 68 accordingly.

Investors should be aware that the gratuitous waiver of all or part
of the deferred underwriting fee is unusual, page 70

 8. We note your revised disclosure in response to prior comment
15 that none of the Underwriters provided any additional detail regarding why they agreed to waive their respective underwriting fees.
Please revise to discuss in greater detail the circumstances surrounding the Underwriters’ agreement to waive their deferred fees, including
who initiated this waiver agreement and how it was obtained from the Underwriters.

Response to Comment No. 8

The Company acknowledges the Staff’s
comment and has revised the disclosure on page 73 accordingly.

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 10, 2025

Page 5 of 10

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

4. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined
Financial Information, page 87

 9. We refer you to footnote 4.F and the adjustment for $11,997,000
of transaction costs expensed as part of the Business Combination. Please tell us how this amount corresponds with the adjustment for
$12,320,000 in estimated non-accrued transaction expenses disclosed at page xxii, the estimated transaction fees and expenses of $18,460,000
disclosed at page 19, and the $16,580,000 adjustment in footnote 4.AA.

Response to Comment No. 9

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure accordingly. The estimated non-accrued transaction expenses
of $12,320,000 have been adjusted on page xxii to $11,997,000 to reconcile with the adjustment in footnote 4.F. The estimated transaction
fees and expenses of $18,460,000 have been revised on pages 19-21 and 133-135 to $18,751,687, which includes $11,997,000 of transaction
costs settled in the adjustment in footnote 4.F and $6,754,687 of accrued expenses, which is included within the adjustment in footnote
4.D (settlement of HCVI accrued transaction costs).

The description of the adjustment in footnote
4.AA inappropriately cross-referenced the adjustment in footnote 4.F and the cross-reference has been removed from page 92. The adjustment
in footnote 4.F gives effect to the Closing as if it occurred on June 30, 2024, and was computed utilizing historical financial information
as of June 30, 2024, while the adjustment in footnote 4.AA gives effect to the Closing as if it occurred on January 1, 2023, and was computed
utilizing historical financial information for the year ended December 31, 2023.

 10. Please tell us the basis for and explain the difference between
the fair value of the Sponsor earnout of $670,695 in adjustment 4.G.3 and the fair value of the Sponsor earnout of $17,020,000 in adjustment
4.J.

Response to Comment No. 10

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure for adjustment 4.G.3 regarding the Sponsor Earnout on page
90.

The fair value of the Sponsor Earnout was
determined utilizing a Monte-Carlo simulation which considered the term, volatility, risk-free rates, and vesting conditions which are
described on pages 81-82.

As the Sponsor Earnout represents consideration
issued to acquire the SPAC, the total $17,020,000 fair value of the Sponsor Earnout is allocated between IAS 32/IFRS 9 (representing the
liability-classified portion issued to acquire the net assets of the SPAC) and IFRS 2 (representing the equity-classified portion issued
to acquire the listing status of the SPAC). $670,695 represented the liability-classified component of the $17,020,000 total fair value;
however, this amount has been adjusted as further described below.

The allocation ratio used to allocate the
total fair value of the Sponsor Earnout into the liability and equity components has been adjusted, resulting in changes to the adjustments
in 4.G.3 under each redemption scenario.

U.S. Securities and Exchange Commission

Division of Corporation Finance

January 10, 2025

Page 6 of 10

 11. We refer you to footnote 4.I.2. Please tell us what 15 million Company Earnout represents and how this relates to the Company Earnout
Shares of 30 million presented in the table at page 16.

Response to Comment No. 11

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure on page 91 to renumber footnote 4.I.2 as footnote 4.O and
to read as follows: “Reflects the recognition of the Company Earnout, which is classified as a liability at fair value in accordance
with the requirements of IAS 32.” The original text within footnote 4.I.2 incorrectly referenced 15 million shares. The fair value
of the Company Earnout posted within adjustment 4.O was determined based on 30 million of aggregate issuable shares.

 12. We refer you to footnote 4.J. Please tell us how you determined the net assets of HCVI under each of the three redemption scenarios.

Response to Comment No. 12

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that its response did not result in a revision in disclosure. The net assets of HCVI per adjustment
4.J were calculated as follows: (a) HCVI’s historical net assets as of 6/30/24, less (b) estimated HCVI transaction costs still
to be incurred as of 6/30/24, less (c) HCVI’s 9/30/24 redemption payments, less (d) the applicable cash impact under the no redemption,
50% redemption, and max redemption scenarios.

 13. We refer you to note (1) of footnote 5. Please tell us how you considered the additional dilution sources that are summarized in the
table at page xxiv with the disclosure in this note stating that the conversion of Pubco Warrants is the only share-based instrument which
may result in dilution after the Closing Date.

Response to Comment No. 13

The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised its disclosure in note (1) of footnote 5 on page 93 to reflect additional
sources of potential dilution, including the issuance of Company Earnout shares and the issuance of PubCo Ordinary Shares under the Equity
Incentive Plan.

 U.S. Securities and Exchange Commission

Division of Corporation Finance

January 10, 2025

Page 7 of 10

The Background of the Business Combination,
page 102

 14. We note your revised disclosure in response to prior comment 27 that the $500 million valuation was derived from a peer comparison
analysis, consisting of other African gold companies at similar stages of development, based on an EV/Resource (total ounces of gold)
multiple of approximately $71 – $72 applied to the estimated resources of approximately 5.2 million ounces of gold provided by Greenstone
management, and additional credit for Greenstone’s past producing assets with existing infrastructure and capital spend in the ground,
historical production, cash flows from ongoing production and existing mining permits. Please describe in greater detail this peer comparison
analysis provided by Greenstone management and utilized by HCVI management to derive the valuation. For example, disclose the names of
the companies selected for this analysis and corresponding EV/Resource multiples. Also include more detailed disclosure and quantify to
the extent possible the additional credit for Greenstone’s past producing assets with existing infrastructure and capital spend
in the ground, historical production, cash flows from ongoing production and existing mining permits.

Response to Comment No. 14

The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 106 accordingly.

Material U.S. Federal Income Tax Consequences, page 148

 15. We note your response to prior comment 39 and reissue the comment. Please disclose the material tax consequen

December 20, 2024
Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Re:Namib Minerals
Registration Statement on Form F-4
Filed December 6, 2024
File No. 333-283650
Dear Ibrahima Tall and Tulani Sikwila:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form F-4 filed December 6, 2024
Cover Page
We note your revised disclosure contemplates the consummation of a $60,000,000
PIPE Investment of SPAC Class A Common Stock at a price per share of $10.00 by
certain investors and their permitted successors and assigns.  Revise your cover page
to briefly describe any material financing transactions that will occur in connection
with the consummation of the de-SPAC transaction and revise your prospectus
summary to include the material terms of such financing transaction. Refer to Item 1.

December 20, 2024
Page 2
1604(a)(2) and (b)(5) of Regulation S-K.
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 revised disclosure in response to prior comment 13 that if applications
for corporate rescue proceedings are approved at either the Mazowe Mining Company
or the Redwing Mining Company, then HCVI would not be obligated to consummate
the Business Combination and HCVI would be permitted to terminate the Business
Combination Agreement unless, in each case, HCVI waives such condition. Please
revise your disclosure in this Question and Answer to describe this closing condition.
Sources and Uses of Funds for the Business Combination, page 18
3.We refer you to the tables summarizing sources and uses of funding the business
combination. Please disclose how you determined cash to balance sheet amounts in
each of the redemption scenarios and how you determined the estimated transaction
fees and expenses of $18,460,000.
Summary Unaudited Pro Forma Condensed Consolidated Combined Financial Information,
page 27
4.Please revise the loss for the year and loss per common shares-basic and diluted as of
December 31, 2023, to reconcile with the corresponding pro forma amounts presented
on page 83. Also revise total assets, liabilities, and shareholders’ deficit as of June 30,
2024, to reconcile with corresponding pro forma amounts on page 81.
Risk Factors
Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and the How Mine from
Metallon may be subject to potential claims, page 45
5.We note your revised disclosure in response to prior comment 14. Please revise to
disclose whether the Guarantors plan to pay the Purchase Price prior to the closing of
your business combination.
Nasdaq may delist our securities from trading on its exchange, which could limit investors'
ability to make transactions in our securities, page 64
6.We note your revised disclosure in response to prior comment 18. Please revise to
also address the consequences of a suspension or delisting by Nasdaq of HCVI
securities, including that you may no longer be attractive as a merger partner if you
are no longer listed on an exchange, any potential impact on your ability to complete
an initial business combination and any impact on securities holders due to your
securities no longer being considered “covered securities.”
HCVI does not have a specified maximum redemption threshold, page 65
7.We note your revised disclosure in response to prior comment 42 and reissue the
comment in part. Revise your risk factor disclosure to discuss the impact of HCVI's
securities being deemed a penny stock on your listing on Nasdaq.

December 20, 2024
Page 3
Investors should be aware that the gratuitous waiver of all or part of the deferred
underwriting fee is unusual, page 70
8.We note your revised disclosure in response to prior comment 15 that none of the
Underwriters provided any additional detail regarding why they agreed to waive their
respective underwriting fees. Please revise to discuss in greater detail the
circumstances surrounding the Underwriters' agreement to waive their deferred fees,
including who initiated this waiver agreement and how it was obtained from the
Underwriters.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
4. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined Financial
Information, page 87
9.We refer you to footnote 4.F and the adjustment for $11,997,000 of transaction costs
expensed as part of the Business Combination. Please tell us how this amount
corresponds with the adjustment for $12,320,000 in estimated non-accrued transaction
expenses disclosed at page xxii, the estimated transaction fees and expenses of
$18,460,000 disclosed at page 19, and the $16,580,000 adjustment in footnote 4.AA.
10.Please tell us the basis for and explain the difference between the fair value of the
Sponsor earnout of $670,695 in adjustment 4.G.3 and the fair value of the Sponsor
earnout of $17,020,000 in adjustment 4.J.
11.We refer you to footnote 4.I.2. Please tell us what 15 million Company Earnout
represents and how this relates to the Company Earnout Shares of 30 million
presented in the table at page 16.
12.We refer you to footnote 4.J. Please tell us how you determined the net assets of
HCVI under each of the three redemption scenarios.
13.We refer you to note (1) of footnote 5. Please tell us how you considered the
additional dilution sources that are summarized in the table at page xxiv with the
disclosure in this note stating that the conversion of Pubco Warrants is the only share-
based instrument which may result in dilution after the Closing Date.
The Background of the Business Combination, page 102
We note your revised disclosure in response to prior comment 27 that the the $500
million valuation was derived from a peer comparison analysis, consisting of other
African gold companies at similar stages of development, based on an EV/Resource
(total ounces of gold) multiple of approximately $71 – $72 applied to the estimated
resources of approximately 5.2 million ounces of gold provided by Greenstone
management, and additional credit for Greenstone’s past producing assets with
existing infrastructure and capital spend in the ground, historical production, cash
flows from ongoing production and existing mining permits. Please describe in greater
detail this peer comparison analysis provided by Greenstone management and utilized
by HCVI management to derive the valuation. For example, disclose the names of the
companies selected for this analysis and corresponding EV/Resource multiples. Also
include more detailed disclosure and quantify to the extent possible the additional
credit for Greenstone’s past producing assets with existing infrastructure and capital 14.

December 20, 2024
Page 4
spend in the ground, historical production, cash flows from ongoing production and
existing mining permits.
Material U.S. Federal Income Tax Consequences, page 148
15.We note your response to prior comment 39 and reissue the comment. Please disclose
the material tax consequences of the transaction. In this regard, for guidance see
Footnote 42 to Staff Legal Bulletin No. 19.
Business of Greenstone and Information Related to Greenstone, page 212
16.We note your response to comment 47. Considering it is probable that you will have a
direct or indirect economic interest in the DRC exploration permits, please provide
additional mineral property summary disclosure for this non-material property,
including a map, or tell us why you are unable to do so.
17.We note your response to comment 51 and we partially reissue the comment.  Please
disclose the metallurgical recovery factor assumption with your Mazowe Mine
mineral resource table and Redwing Mine mineral resource table, as required by Item
1304(d) of Regulation S-K.
18.Please clarify the mineral resource price assumptions for the Mazowe Mine mineral
resource table and the Redwing Mine mineral resource table in your registration
statement. The disclosure on page 221 of your registration statement references an
$1,800 gold price.  This price is consistent with the Mazowe Mine gold price of
$1,800 on page 234, however it is inconsistent with the Redwing Mine gold price of
$2,340 on page 239.

Your technical reports filed as exhibits 92.3 & 96.3 indicate that a 30% uplifted price
assumption has been used, equivalent to $2,340 per ounce, for the Mazowe Mine and
the Redwing Mine.  Please advise and revise your disclosure as necessary.

In your response please provide us with your cut-off grade calculation for the Mazowe
Mine mineral resource and the Redwing Mine mineral resource.
Security Ownership of Certain Beneficial Owners and Management, page 303
19.Please disclose the the natural person(s) who have voting and/or investment control
over the shares held by Walleye Capital LLC, AQR Capital Management, LLC, Polar
Asset Management Partners Inc. and RiverNorth Capital Management, LLC.
Greenstone Corporation Financial Statements
3.3 Property, plant and equipment, page F-108
20.Expand your disclosure to provide the information detailed in your response to prior
comment 59.  In this regard, please clarify the amounts of inferred resources included
in your calculation of depreciation, as a percentage of your total Life of Mine estimate
when comparing to your historical conversion rate.

December 20, 2024
Page 5
96.2&96.3, page II-1
21.We note your response to comment 73 and we reissue the comment.  We are unable to
read the figures that have been included in this section of your technical report
summary. Please revise as necessary.

Additionally please include an overview of all relevant exploration work. We suggest
including a table, or tables, that summarize the type and amount of work performed.
For example this may include the year the exploration work was performed, the type
of exploration work performed, and the quantity of exploration work. Please include
representative plans and cross-sections of results.
General
22.We note your response to our prior comment 16.  Please delete, if true, any references
to "marketable securities" held in the Trust Account.  In this regard, we note your
cover page disclosure indicating that HCVI holds $35.17 million "based on the fair
value of cash and marketable securities held in the Trust Account as of September 30,
2024."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at 202-551-
3717 if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Irene Barberena-Meissner at
202-551-6548 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Barbara Jones

CORRESP
1
filename1.htm

December 6, 2024

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)

    Draft Registration Statement on Form F-4, Confidentially Submitted September 13, 2024

    Staff Comment Letter Dated October 16, 2024

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’ Draft Registration Statement on Form F-4, confidentially submitted to the Commission on September 13, 2024 (the
“Draft Registration Statement”), as set forth in your letter dated October 16, 2024 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, a registration statement on Form F-4 (the “Registration Statement”),
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 Draft Registration Statement, and page references in the Company’s
responses below refer to the Registration Statement.

Draft Registration Statement on Form F-4 submitted
September 13, 2024

Cover Page

1. We note your disclosure here that “Upon the completion of the Business Combination, PubCo will
be a “controlled company” under the Nasdaq Stock Market Listing Rules.” Please revise to disclose that Mzilakazi Godfrey
Khumalo will be the controlling shareholder of PubCo and the aggregate voting power Mr. Khumalo will hold upon the completion of the Business
Combination.

Response to Comment No. 1

The Company acknowledges the Staff’s
comment and has revised the disclosure on the Cover Page to indicate that the Southern SelliBen Trust (the “Trust”) is expected
to be the controlling shareholder of PubCo following the consummation of the Business Combination, at which time the Trust is expected
to control approximately 50.3% of the PubCo Ordinary Shares, assuming a no redemptions scenario. The Company has confirmed with the trustee
that Mzilakazi Godfrey Khumalo, the settlor of the Trust, does not have voting or dispositive power over the securities held by the Trust.
This determination has been made in accordance with Rule 13d-3 of the Exchange Act of 1934, as amended, and is not necessarily indicative
of beneficial ownership for any other purpose, including as set forth in the Company’s response to Comment 58.

Greenberg
Traurig, LLP n Attorneys
at Law n WWW.GTLAW.COM

1840 Century Park East, Suite 1900 n
Los Angeles, California 90067-2121 n
Tel 310.586.7700 n
Fax 310.586.7800

    U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2024

Page 2 of 26

2. We note your disclosure that the Sponsor and certain transferees will receive (i) up to 10,000,000 PubCo
Ordinary Shares upon the conversion of the 11,339,318 shares of SPAC Class B Common Stock, and (ii) 2,359,217 PubCo Warrants upon the
conversion of the 2,359,217 SPAC Private Placement Warrants. Please revise your disclosure here regarding compensation received by Sponsor
to include the balance due under the working capital loans and the $15,000 per-month aggregate fee payable to the Sponsor for general
and administrative services. In addition, disclose the $1.75 million capital contribution that is due to Polar Multi-Strategy Master Fund
and the aggregate of approximately $1.16 million in deferred compensation that is due to former executives of the SPAC. Refer to Item
1604(a)(3) of Regulation S-K.

Response to Comment No. 2

The Company acknowledges the Staff’s comment and has
revised the disclosure on the Cover Page accordingly.

3. We note your disclosure that certain HCVI directors and officers have interests in the Business Combination
that may conflict with stockholder’ interests and the cross- reference to the location in the prospectus of your conflicts of interest
disclosure. Revise to briefly state here whether in connection with the de-SPAC transaction, there may be any actual or potential material
conflict of interest, including any material conflict of interest that may arise in determining whether to proceed with a de-SPAC transaction
and any material conflict of interest arising from the manner in which the special purpose acquisition company compensates a SPAC sponsor,
officers, and directors or the manner in which a SPAC sponsor compensates its officers and directors, between: on one hand, the SPAC sponsors,
their affiliates, SPAC officers, SPAC directors, or promoters, target company officers or target company directors; and, on the other
hand, unaffiliated security holders of the SPAC. Refer to Item 1604(a)(4) of Regulation S-K.

Response to Comment No. 3

The Company acknowledges the Staff’s comment and has
revised the disclosure on the Cover Page accordingly.

4. We note you disclosure that the holders of the SPAC Class B Common Stock and each member of HCVI’s
management team, which collectively own approximately 68.3% of the outstanding SPAC Common Stock, have previously agreed to vote all of
their SPAC Class B Common Stock in favor of a business combination proposed to them for approval, including the Business Combination,
and that accordingly, a stockholder’s failure to vote in person or by proxy at the special meeting will have no effect on the outcome
of the vote on any of the Proposals. As it appears that shareholder approval of the Business Combination and other Proposals will be assured
assuming the parties that executed voting agreements vote as indicated, please revise your disclosure here and throughout your proxy statement/prospectus
to state so explicitly. If you believe shareholder approval is not assured, please explain why.

Response to Comment No. 4

The Company acknowledges the Staff’s
comment and has revised the disclosure on the Cover Page accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2024

Page 3 of 26

Questions and Answers About the Business Combination
and the HCVI Stockholders’ Meeting

Q. What happens if a substantial number of Public Stockholders
vote in favor of the Business Combination Proposal, page xxii

5. We note you will disclose the net tangible book value per share as adjusted for a Maximum Redemption
Scenario, 50% Redemption Scenario, and No Redemption Scenario. Please expand your disclosure to include a range of redemption scenarios
that will reasonably inform investors of potential outcomes.

Response to Comment No. 5

The Company acknowledges the Staff’s comment and has
revised the disclosure on page xxii accordingly.

Summary of the Proxy Statement/Prospectus, page 1

6. Please provide the tabular and other compensation disclosure relating to the SPAC sponsor, its affiliates,
and promoters required by Item 1604(b)(4) of Regulation S-K. We note you provided some of this disclosure under the heading “Interests
of HCVI’s Directors and Officers in the Business Combination.”

Response to Comment No. 6

The Company acknowledges the Staff’s comment and has
revised the disclosure on pages 14-15 accordingly.

Other Agreements Related to the Business Combination
Agreement, page 9

7. We note your disclosure that pursuant to the Sponsor Support Agreement, the Sponsor and certain of
other stockholders of HCVI have agreed to not transfer or redeem any shares of SPAC Common Stock and SPAC Warrants held by them prior
to the Closing. Please disclose whether consideration (in cash or in other form of value) was provided in exchange for the agreement by
these parties to waive redemption rights. Refer to Item 1603(a)(8) of Regulation S-K.

Response to Comment No. 7

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 10 accordingly.

Registration Rights and Lock-up Agreement, page 10

8. Please revise to quantify the number of shares subject to registration rights pursuant to the Registration
Rights Agreement.

Response to Comment No. 8

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 11 and 145 accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2024

Page 4 of 26

Interests of HCVI’s Directors and Officers in
the Business Combination, page 12

9. Please revise your disclosure here and elsewhere as appropriate in your filing to also address whether
the target company officers or directors have any actual or potential material conflicts of interest, including any material conflict
of interest that may arise in determining whether to proceed with the business combination, with unaffiliated security holders of the
SPAC. Refer to Items 1603(b) and 1604(b)(3) of Regulation S- K.

Response to Comment No. 9

The Company acknowledges the Staff’s comment and has
revised the disclosure on pages xxvii, 14, 69-70, and 93-94 accordingly.

Selected Historical Financial Data of HCVI, page 21

10. Please revise the historical financial data to provide the summary of statement
of cash flows data for all the periods presented. Also, revise to identify that HCVI’s financial statements are presented in accordance
with generally accepted accounting principles in the United States.

Response to Comment No. 10

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 23 accordingly.

Summary Unaudited Pro Forma
Condensed Consolidated Combined Financial Information, page 25

11. In paragraph one you refer to HCVI and paragraph three you refer to Hennessy. Please revise the disclosures
so that all references to entities within this section are consistent. Also, revise paragraph four to disclose there are three redemption
scenarios being disclosed.

Response to Comment No. 11

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 27 accordingly.

Risk Factors

Risks Relating to Greenstone

Mining is inherently hazardous and the related risks
of events that cause disruptions to our mining operations may adversely impact, page 31

12. Please revise your disclosure to describe any safety incidents, including as the result of the activities
of artisanal or illegal miners, trespassers, squatters, and other forms of encroachment that have occurred at your mines. In this regard,
we note recent news articles indicating the Redwing Mine has been the site of several incidents, including a collapse in January 2024
that trapped miners underground.

Response to Comment No. 12

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 34 accordingly.

    U.S. Securities and Exchange Commission

Division of Corporation Finance

December 6, 2024

Page 5 of 26

Since operations at our Mazowe Mine and Redwing Mine
were halted in 2018 and 2019, respectively, we have been subject to litigation, page 41

13. We note your disclosure that, on February 15, 2024, another application was filed with the High Court
of Zimbabwe to place the Mazowe Mining Company in corporate rescue proceedings, and that if corporate rescue proceedings are approved,
your plans to restart the mines and your interests in the assets may be materially adversely affected. We also note that it is a closing
condition in the business combination agreement that as of immediately prior to the SPAC Merger Effective Time, no Group Company or any
Acquisition Entity shall be in bankruptcy, receivership, administration, restructuring, corporate rescue, or other similar proceedings. Please
revise your disclosure to address the risks to closing of your business combination relating to this pending application to place the
Mazowe Mining Company in corporate rescue proceedings.

Response to Comment No. 13

The Company acknowledges the Staff’s comment and has
revised the disclosure on page 45 accordingly.

Greenstone’s purchase of the Mazowe Mine, the Redwing
Mine, and the How Mine from Metallon may be subject to potential claims, page 42

14. We note your disclosure that, on June 17, 2024, Greenstone entered into a share purchase agreement (the
“BMC Purchase Agreement”), pursuant to which, among other things, Metallon sold all of the authorized and issued shares of
BMC to Greenstone in exchange for consideration of approximately £53.2 million (the “Purchase Price”) to be paid by
the Mzilakazi Godfrey Khumalo and the Company Requisite Shareholder (the “Guarantors”). We further note that to date the Purchase
Price has not been satisfied and that Metallon’s insolvency proceedings (the “Administration”) may not be completed until
such payment is satisfied. Since the Purchase Price has not been paid, please revise to clarify whether Greenstone actually owns BMC,
which indirectly holds the Mazowe Mine, the Redwing Mine, and the How Mine and represents substantially all of Greenstone’s assets.
Please also file a copy of the BMC Purchase Agreement as an exhibit or tell us why you do not believe you are not required to do so. Refer
to Item 21 of Form F-4 and Item 601(b)(10) of Regulation S-K.

Response to Comment No. 14

The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it has revised the disclosure on page 45 to clarify that, notwithstanding the nonpayment of the Purchase Price
by the Guarantors, Greenstone is the current beneficial owner of all of the shares of BMC in accordance with the terms of the BMC Purchase
Agreement. Legal title to the shares will be transferred once the payment of the applicable U.K. stamp duty tax is made and the shares
are registered with U.K. Companies House in Greenstone’s name. In addition, a copy of the BMC Purchase Agreement is filed as Exhibit
10.9 to the Registration Statement.

Risks Related to HCVI and the Business Combination,
page 57

15. We note your disclosure on page 89 that in September and October 2023, the underwriters of HCVI’s
IPO agreed to waive their deferred underwriting compensation of $11,933,000. Please revise to identify the underwriters and disclose the
circumstances surrounding their agreement to waive deferred underwriting fees, including the reasons for the waiver. Please also include
risk factor disclosure that addresses the following, as appropriate:

 ● whether the firms performed substantially all of their obligations
to earn their fees and, therefore, are gratuitously waiving the right to be compensated;

 ● the unusual nature of such a fee waiver and the impact on
the evaluation of the transaction;

 ● caution that investors should not place any reliance on the
fact that the firms were previously involved with the transaction;

 ● the material impact, if any, of agreement provisions that
survive the resignation or fee waiver, such as indemnification, contribution, rights of first refusal or lockups; and

 ● if the firms were involved in preparing registration statement
disclosure, the risk of relying on the firms’ expertise despite

October 16, 2024
Ibrahima Tall
Chief Executive Officer
Namib Minerals
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Tulani Sikwila
Chief Financial Officer
Greenstone Corporation
71 Fort Street, PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
Re:Namib Minerals
Draft Registration Statement on Form F-4
Submitted September 13, 2024
CIK No. 0002026514
Dear Ibrahima Tall and Tulani Sikwila:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form F-4 submitted September 13, 2024
Cover Page
1.We note your disclosure here that "Upon the completion of the Business Combination,
PubCo will be a “controlled company” under the Nasdaq Stock Market Listing
Rules."  Please revise to disclose that Mizilakazi Godfrey Khumalo will be the
controlling shareholder of PubCo and the aggregate voting power Mr. Khumalo will
hold upon the completion of the Business Combination.

October 16, 2024
Page 2
2.We note your disclosure that the Sponsor and certain transferees will receive (i) up to
10,000,000 PubCo Ordinary Shares upon the conversion of the 11,339,318 shares of
SPAC Class B Common Stock, and (ii) 2,359,217 PubCo Warrants upon the
conversion of the 2,359,217 SPAC Private Placement Warrants. Please revise your
disclosure here regarding compensation received by Sponsor to include the balance
due under the working capital loans and the $15,000 per-month aggregate fee payable
to the Sponsor for general and administrative services. In addition, disclose the $1.75
million capital contribution that is due to Polar Multi-Strategy Master Fund and
the aggregate of approximately $1.16 million in deferred compensation that is due to
former executives of the SPAC. Refer to Item 1604(a)(3) of Regulation S-K.
3.We note your disclosure that certain HCVI directors and officers have interests in the
Business Combination that may conflict with stockholder' interests and the cross-
reference to the location in the prospectus of your conflicts of interest
disclosure. Revise to briefly state here whether in connection with the de-SPAC
transaction, there may be any actual or potential material conflict of interest, including
any material conflict of interest that may arise in determining whether to proceed with
a de-SPAC transaction  and any material conflict of interest arising from the manner
in which the special purpose acquisition company compensates a SPAC sponsor,
officers, and directors or the manner in which a SPAC sponsor compensates its
officers and directors, between: on one hand, the SPAC sponsors, their affiliates,
SPAC officers, SPAC directors, or promoters, target company officers or target
company directors; and, on the other hand, unaffiliated security holders of the
SPAC. Refer to Item 1604(a)(4) of Regulation S-K.
4.We note you disclosure that the holders of the SPAC Class B Common Stock and
each member of HCVI’s management team, which collectively own approximately
68.3% of the outstanding SPAC Common Stock, have previously agreed to vote all of
their SPAC Class B Common Stock in favor of a business combination proposed to
them for approval, including the Business Combination, and that accordingly, a
stockholder’s failure to vote in person or by proxy at the special meeting will have no
effect on the outcome of the vote on any of the Proposals. As it appears that
shareholder approval of the Business Combination and other Proposals will be assured
assuming the parties that executed voting agreements vote as indicated, please revise
your disclosure here and throughout your proxy statement/prospectus to state so
explicitly. If you believe shareholder approval is not assured, please explain why.
Questions and Answers About the Business Combination and the HCVI Stockholders'
Meeting
Q. What happens if a substantial number of Public Stockholders vote in favor of the Business
Combination Proposal , page xxii
5.We note you will disclose the net tangible book value per share as adjusted for a
Maximum Redemption Scenario, 50% Redemption Scenario, and No Redemption
Scenario. Please expand your disclosure to include a range of redemption scenarios
that will reasonably inform investors of potential outcomes.

October 16, 2024
Page 3
Summary of the Proxy Statement/Prospectus, page 1
6.Please provide the tabular and other compensation disclosure relating to the SPAC
sponsor, its affiliates, and promoters required by Item 1604(b)(4) of Regulation S-K.
We note you provided some of this disclosure under the heading "Interests of HCVI’s
Directors and Officers in the Business Combination."

Other Agreements Related to the Business Combination Agreement, page 9
7.We note your disclosure that pursuant to the Sponsor Support Agreement, the Sponsor
and certain of other stockholders of HCVI have agreed to not transfer or redeem any
shares of SPAC Common Stock and SPAC Warrants held by them prior to the
Closing. Please disclose whether consideration (in cash or in other form of value) was
provided in exchange for the agreement by these parties to waive redemption rights.
Refer to Item 1603(a)(8) of Regulation S-K.
Registration Rights and Lock-up Agreement, page 10
8.Please revise to quantify the number of shares subject to registration rights pursuant to
the Registration Rights Agreement.
Interests of HCVI’s Directors and Officers in the Business Combination, page 12
9.Please revise your disclosure here and elsewhere as appropriate in your filing to also
address whether the target company officers or directors have any actual or potential
material conflicts of interest, including any material conflict of interest that may arise
in determining whether to proceed with the business combination, with unaffiliated
security holders of the SPAC. Refer to Items 1603(b) and 1604(b)(3) of Regulation S-
K.
Selected Historical Financial Data of HCVI, page 21
10.Please revise the historical financial data to provide the summary of statement of cash
flows data for all the periods presented. Also, revise to identify that HCVI’s financial
statements are presented in accordance with generally accepted accounting principles
in the United States.
Summary Unaudited Pro Forma Condensed Consolidated Combined Financial Information,
page 25
11.In paragraph one you refer to HCVI and paragraph three you refer to Hennessy.
Please revise the disclosures so that all references to entities within this section are
consistent. Also, revise paragraph four to disclose there are three redemption
scenarios being disclosed.
Risk Factors
Risks Relating to Greenstone
Mining is inherently hazardous and the related risks of events that cause disruptions to our
mining operations may adversely impact , page 31
Please revise your disclosure to describe any safety incidents, including as the result
of the activities of artisanal or illegal miners, trespassers, squatters, and other forms of 12.

October 16, 2024
Page 4
encroachment that have occurred at your mines. In this regard, we note recent news
articles indicating the Redwing Mine has been the site of several incidents, including a
collapse in January 2024 that trapped miners underground.
Since operations at our Mazowe Mine and Redwing Mine were halted in 2018 and 2019,
respectively, we have been subject to litigation, page 41
13.We note your disclosure that, on February 15, 2024, another application was filed
with the High Court of Zimbabwe to place the Mazowe Mining Company in corporate
rescue proceedings, and that if corporate rescue proceedings are approved, your plans
to restart the mines and your interests in the assets may be materially adversely
affected. We also note that it is a closing condition in the business combination
agreement that as of immediately prior to the SPAC Merger Effective Time, no Group
Company or any Acquisition Entity shall be in bankruptcy, receivership,
administration, restructuring, corporate rescue, or other similar proceedings. Please
revise your disclosure to address the risks to closing of your business combination
relating to this pending application to place the Mazowe Mining Company in
corporate rescue proceedings.
Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and the How Mine from
Metallon may be subject to potential claims, page 42
14.We note your disclosure that, on June 17, 2024, Greenstone entered into a share
purchase agreement (the “BMC Purchase Agreement”), pursuant to which, among
other things, Metallon sold all of the authorized and issued shares of BMC to
Greenstone in exchange for consideration of approximately £53.2 million (the
“Purchase Price”) to be paid by the Mizilakazi Godfrey Khumalo and the Company
Requisite Shareholder (the "Guarantors"). We further note that to date the Purchase
Price has not been satisfied and that Metallon's insolvency proceedings (the
“Administration”) may not be completed until such payment is satisfied. Since the
Purchase Price has not been paid, please revise to clarify whether Greenstone actually
owns BMC, which indirectly holds the Mazowe Mine, the Redwing Mine, and the
How Mine and represents substantially all of Greenstone’s assets. Please also file a
copy of the BMC Purchase Agreement as an exhibit or tell us why you do not believe
you are not required to do so. Refer to Item 21 of Form F-4 and Item 601(b)(10) of
Regulation S-K.
Risks Related to HCVI and the Business Combination, page 57
We note your disclosure on page 89 that in September and October 2023, the
underwriters of HCVI’s IPO agreed to waive their deferred underwriting
compensation of $11,933,000. Please revise to identify the underwriters and disclose
the circumstances surrounding their agreement to waive deferred underwriting fees,
including the reasons for the waiver. Please also include risk factor disclosure that
addresses the following, as appropriate:
•whether the firms performed substantially all of their obligations to earn their fees
and, therefore, are gratuitously waiving the right to be compensated;
•the unusual nature of such a fee waiver and the impact on the evaluation of the
transaction;15.

October 16, 2024
Page 5
•caution that investors should not place any reliance on the fact that the firms were
previously involved with the transaction;
•the material impact, if any, of agreement provisions that survive the resignation or
fee waiver, such as indemnification, contribution, rights of first refusal or lockups;
and
•if the firms were involved in preparing registration statement disclosure, the risk
of relying on the firms' expertise despite their withdrawal of services and the
rationale for continuing to rely on information disclaimed by the firms.
16.If the assets in your trust account are securities, including U.S. Government securities
or shares of money market funds registered under the Investment Company Act
and regulated pursuant to rule 2a-7 of that Act, disclose the risk that you could be
considered to be operating as an unregistered investment company. Disclose that if
you are found to be operating as an unregistered investment company, you may be
required to change your operations, wind down your operations, or register as an
investment company under the Investment Company Act. Also include disclosure
with respect to the consequences to investors if you are required to wind down your
operations as a result of this status, such as the losses of the investment opportunity in
a target company, any price appreciation in the combined company, and any warrants,
which would expire worthless.
Sponsor, officers, and directors have agreed to vote in favor of the Business Combination,
regardless of how the Public Stockholders of HCVI, page 57
17.We note your disclosure indicating that since HCVI’s Sponsor, officers, and directors
have agreed to vote any shares of SPAC Common Stock owned by them in favor of
the Business Combination, including their shares of SPAC Class B Common Stock
and any SPAC Class A Common Stock purchased after the IPO, it is more likely that
the necessary stockholder approval will be received than would be the case if such
persons agreed to vote their shares of SPAC Common Stock in accordance with the
majority of the votes cast by the Public Stockholders of HCVI. Please revise to clarify
that the necessary stock holder approval of the Business Combination will be assured
assuming the parties that executed voting agreements vote as indicated.
There can be no assurance that HCVI will be able to comply with the continued listing
standards of Nasdaq, page 61
18.We note the 8-K filed by HCVI on October 9, 2024 to disclose that it received a
notice on October 1, 2024 from the staff of the Listing Qualifications Department of
the Nasdaq Stock Market regarding non-compliance with Nasdaq Rule IM- 5101-
2, which requires that a special purpose acquisition company must complete one or
more business combinations within 36 months of the effectiveness of its initial public
offering registration statement. The notice also discloses that a hearing request will
stay potential suspension or delisting action pending the hearing, and HCVI intends to
timely request a hearing. Please revise your disclosures here and elsewhere, as
appropriate, to address this notice and provide an update on the status of any hearing
related to the notice. Please also expand your disclosure regarding risks related to a
potential delisting from the exchange.

October 16, 2024
Page 6
Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page 69
19.Please expand the introductory disclosure to include a brief discussion explaining
what the pro forma presentation shows as it relates to the Business Combination and
other events referred to as the Pro Forma Transactions, the anticipated accounting
treatment, and include reference to the additional footnote disclosures as applicable.
We refer you to Rule 11-02(a)(2) of Regulation S-X.
20.We refer you to pro forma adjustment K.  We acknowledge that the financial amounts
have not been disclosed yet. Please disclose if the adjustment for the net assets of
HCVI has been adjusted for the cash paid for the redemptions of SPAC Class A
common stock presented in pro forma adjustment “I.”
21.We refer you to pro forma adjustments L and M.  Please tell us if pro forma
adjustment for the settlements of notes payable under the Polar Subscriptions I and II
also includes amounts recorded in connection with in the change in fair value of the
extension notes payable.
22.We refer you to pro forma adjustment EE. To the extent material, disclose the pro
forma adjustments that are excluded from determining a pro forma tax rate. For
example, disclose if the deemed listing expense from a share-based transaction is
included or excluded from the pro forma taxable adjustments based on its
qualification as a corporate tax deduction under applicable tax legislation.
23.Please tell us how the pro forma adjustments account for the conversions of HCVI
Class B common stock into Pubco common stock, after giving effect to certain
forfeitures by the Sponsor.
6. Pro Forma Earnings (Loss) Per Share Information, page 80
24.Please revise the weighted average common shares outstanding-basic and diluted to
present the disaggregated share amounts for HCVI public shareholders, HCVI sponsor
and Anchor investors, the Company or Greenstone shareholders, and PIPE
investors. See Rule 11-02(a)(9) of Regulation S-X.
The Business Combination, page 88
25.Please update your disclosure to discuss the special meeting of the stockho