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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number
(Translation of registrant’s name into English)
Suite 210, 2nd Floor, Windward III, Regatta Office Park
PO Box 500
Grand Cayman, Cayman Islands, KY1-1106
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Unaudited Interim Financial Results
Namib Minerals (the “Company”) is furnishing this Form 6-K (this “Report”) to provide its unaudited interim financial results for the six months ended June 30, 2026, which are furnished as Exhibit 99.1.
BancABC Term Loan Facility
On September 23, 2026, Bulawayo Mining Company (Private) Limited (the “How Mining Company”), a wholly owned subsidiary the Company, entered into a facility agreement (the “Facility Agreement”) with African Banking Corporation of Zimbabwe Limited (“BancABC”), pursuant to which BancABC established a new term-loan facility in the principal amount of $6.5 million (Six Million Five Hundred Thousand Dollars) (the “New Term Loan Facility”) and consolidated the New Term Loan Facility with the How Mining Company's existing term loan and overdraft facilities with BancABC into a single facility (the “Facility”) having an aggregate principal amount of $13,218,000 (Thirteen Million Two Hundred Eighteen Thousand Dollars).
In connection with the Facility and pursuant to the Facility Agreement, How Mining Company has entered into (i) a Security Agreement, dated September 23, 2026, granting BancABC a perfected security interest over certain movable plant and machinery owned or to be owned by How Mining Company, valued at approximately $4,080,555, and (ii) a deed of hypothecation in the amount of $15 million. Additionally, the Company provided BancABC a limited guarantee of How Mining Company's obligations under the Facility.
The Facility Agreement contains customary restrictive covenants applicable to How Mining Company and requires BancABC's prior consent for certain actions, including but not limited to, the incurrence of additional indebtedness, the transfer or sale of all or substantial assets, business or other property, or the guarantee, surety or underwriting of debts or liabilities of any third party.
The foregoing description of the Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the Facility Agreement, copy of which is attached as Exhibit 10.1 to this Report.
On September 29, 2026, the Company issued a press release announcing the entry into the Facility Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.
The information included in this Report on Form 6-K (including Exhibits 10.1, 99.1 and 99.2 but excluding the press release attached as Exhibit 99.3), is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-297763) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Facility Agreement with African Banking Corporation of Zimbabwe Limited | |
| 99.1 | Interim Condensed Consolidated Financial Statements as of December 31, 2025 and June 30, 2026 (unaudited) and for the six months ended June 30, 2025 (unaudited) and 2026 (unaudited) | |
| 99.2 | Management’s Discussions and Analysis of Financial Condition and Results of Operations | |
| 99.3 | Press Release, dated September 29, 2026 | |
| 101. INS | Inline XBRL Instance Document | |
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data Filed |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAMIB MINERALS | ||
| By: | /s/ Siphesihle Mchunu | |
| Name: | Siphesihle Mchunu | |
| Title: | Chief Financial Officer | |
Date: September 30, 2026
| 2 |
Exhibit 10.1
Exhibit 99.1
Namib Minerals
Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income
For the six months ended June 30, 2026, and 2025
($ in thousands, except per share data)
| Note | June 30, 2026 |
June 30, 2025 |
||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Revenue | 5 | $ | $ | |||||||
| Production costs | 6 | ( | ) | ( | ) | |||||
| Depreciation and amortization | 14 | ( | ) | ( | ) | |||||
| Royalties | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||
| Other income | 10 | |||||||||
| Administrative expenses | 7 | ( | ) | ( | ) | |||||
| Change in fair value of earnout liability | 33 | ( | ) | |||||||
| Change in fair value of derivative liability (warrants) | 24 | ( | ) | |||||||
| Listing expense | 4 | ( | ) | |||||||
| Allowance for credit losses | 17 | ( | ) | |||||||
| Impairment | 14 | ( | ) | ( | ) | |||||
| Foreign exchange loss | 8 | ( | ) | ( | ) | |||||
| Operating profit/(loss) before interest and taxation | ( | ) | ||||||||
| Finance cost | 11 | ( | ) | ( | ) | |||||
| Interest income | ||||||||||
| Related party credit loss | 26 | ( | ) | |||||||
| Profit/(loss) before taxation | ( | ) | ||||||||
| Income tax expense | 12 | ( | ) | ( | ) | |||||
| Loss for the period | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||||
| Loss per share | ||||||||||
| Basic loss per share ($) | 13 | ( | ) | ( | ) | |||||
| Diluted loss per share ($) | 13 | ( | ) | ( | ) | |||||
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-1
Namib Minerals
Condensed Consolidated Interim Statements of Financial Position
As of June 30, 2026, and December 31, 2025
($ in thousands)
| Note | June 30, 2026 |
December 31, 2025 |
||||||||
| (Unaudited) | (Audited) | |||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Inventories | $ | $ | ||||||||
| Trade and other receivables, net | 17 | |||||||||
| Cash and cash equivalents | 19 | |||||||||
| Excise duty indemnification | 1 | |||||||||
| Short-term prepayments | 15 | |||||||||
| Total current assets | ||||||||||
| Non-current assets: | ||||||||||
| Property, plant and equipment, net | 14 | |||||||||
| Right-of-use assets | ||||||||||
| Exploration and evaluation assets, net | 16 | |||||||||
| Long-term prepayments | 15 | |||||||||
| Intangible asset | 30 | |||||||||
| Staff loan receivables | ||||||||||
| Total non-current assets | ||||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES | ||||||||||
| Current liabilities: | ||||||||||
| Trade and other payables | 18 | $ | $ | |||||||
| Current tax liabilities | ||||||||||
| Borrowings: | 23 | |||||||||
| Cash-settled share-based payment | ||||||||||
| Excise tax payable | 1 | |||||||||
| Lease liability | ||||||||||
| Earnout liability | 33 | |||||||||
| Amounts due to related parties | 26 | |||||||||
| Total current liabilities | ||||||||||
| Non-current liabilities: | ||||||||||
| Provision for rehabilitation cost | 20 | |||||||||
| Borrowings | 23 | |||||||||
| Derivative liability (warrants) | 24 | |||||||||
| Earnout liability | 33 | |||||||||
| Lease liability | ||||||||||
| Cash-settled share-based payment | ||||||||||
| Deferred tax liability | 12 | |||||||||
| Total non-current liabilities | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| Shareholders’ deficit: | ||||||||||
| Ordinary shares | 25 | |||||||||
| Share premium/other reserves | ( | ) | ( | ) | ||||||
| Shareholders’ surplus | ||||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||||
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-2
Namib Minerals
Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficit
For the six months ended June 30, 2026, and 2025
($ in thousands)
| Note | Share capital |
Share premium/other reserves |
Shareholders’ surplus/(deficit) |
Total equity | ||||||||||||||
| (Unaudited) | ||||||||||||||||||
| Balance at January 1, 2026 | 25 | ( | ) | ( | ) | |||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||||
| Issue of shares for promissory note (1) | 25 | |||||||||||||||||
| Share-based payments | 29 | ( | ) | |||||||||||||||
| Balance at June 30, 2026 | 25 | ( | ) | ( | ) | |||||||||||||
| Balance at January 1, 2025 | 25 | ( | ) | ( | ) | |||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||||
| Impact of reverse capitalization | 4, 25 | ( | ) | |||||||||||||||
| Issuance of shares to HCVI shares upon reverse capitalization | 1, 4 | ( | ) | ( | ) | |||||||||||||
| Issue of shares (1) | 25 | ( | ) | ( | ) | |||||||||||||
| Earnout liability | 33 | |||||||||||||||||
| Balance at June 30, 2025 | 25 | ( | ) | ( | ) | ( | ) | |||||||||||
| 1. |
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-3
Namib Minerals
Condensed Consolidated Interim Statements of Cash Flows
For the six months ended June 30, 2026, and 2025
($ in thousands)
| Note | June 30, 2026 |
June 30, 2025 |
||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Cash generated from operations (see note 34) | ||||||||||
| Finance costs paid | ( | ) | ( | ) | ||||||
| Interest income | ||||||||||
| Income taxes paid | 12 | ( | ) | ( | ) | |||||
| Net cash generated from operating activities | ||||||||||
| Cash flows from investing activities | ||||||||||
| Purchase of property, plant and equipment (PP&E) | 14 | ( | ) | ( | ) | |||||
| Investment in exploration and evaluation assets | 16 | ( | ) | ( | ) | |||||
| Prepayments made toward PP&E | 15 | ( | ) | ( | ) | |||||
| Staff loans advanced | ( | ) | ||||||||
| Repayment of staff loans advanced | ||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||
| Cash flow from financing activities | ||||||||||
| Proceeds from borrowings | 23 | |||||||||
| Repayment of borrowings | 23 | ( | ) | ( | ) | |||||
| Payment of lease liabilities | ( | ) | ||||||||
| Net cash generated from financing activities | ||||||||||
| Total cash movement for the period | ( | ) | ||||||||
| Effect of exchange rate fluctuation | ( | ) | ( | ) | ||||||
| Cash and cash equivalents, net at the beginning of period | ( | ) | ||||||||
| Cash and cash equivalents, net at period-end | 19 | $ | $ | |||||||
The accompanying notes on pages F-5 to F-26 are an integral part of these condensed consolidated interim financial statements.
F-4
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
1. General information
Organization
Namib Minerals (“Namib”) was incorporated on
Namib Minerals, through its subsidiaries (collectively the “Group”), is principally engaged in mining for gold and other precious and critical metals.
Group - prior-period transactions
The Reorganization Transaction and the Business Combination were completed in prior periods and are described in full in Notes 1 and 4 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. The effects of the Business Combination are reflected in the comparative results for the six months ended June 30, 2025, and are summarized in Note 4. The earnout liability and derivative liability (warrants) that arose from the Business Combination are disclosed in Notes 33 and 24, respectively.
2. Basis of presentation
Statement of compliance
The condensed consolidated interim financial statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board, and on a going concern basis (see Note 31). They do not include all of the information required for a complete set of annual financial statements and should be read in conjunction with the Group’s audited consolidated financial statements for the year ended December 31, 2025.
Other than for the adoption of the new or revised standards, amendments and/or interpretations that became mandatory for periods beginning on or after January 1, 2026 (see Note 3), the same significant accounting policies are applied in these condensed consolidated interim financial statements as those in the Group’s most recent audited consolidated financial statements for the year ended December 31, 2025. Management confirms that all adjustments that are required for a proper presentation of the financial information are incorporated in these condensed consolidated interim financial statements.
The condensed consolidated interim financial statements of the Group were approved for issue by the Group’s Board of Directors on September 30, 2026.
Basis of measurement
These condensed consolidated interim financial statements have been prepared on the historical cost basis except for:
| ● | the earnout liability and derivative liability (warrants) which are measured at fair value with gains or losses recognized in profit or loss; |
| ● | cash-settled share-based payment arrangements, which are measured at fair value on grant and re-measurement dates; and equity-settled share-based payment arrangements, which are measured at fair value on the grant date. |
These condensed consolidated interim financial statements are presented in United States dollars (“$”, or “US Dollars”), which is also the functional currency of the Group. All financial information has been presented in thousands, unless otherwise indicated.
F-5
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
3. Accounting pronouncements
The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Interpretations and amendments adopted
Amendment to IFRS 9 and IFRS 7
In May 2024, the International Accounting Standards Board issued an amendment to IFRS 9 and IFRS 7, Classification and Measurement of Financial Instruments. This amendment intends to clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the principal-and-interest-only payment (SPPI) criterion; add new disclosures for certain instruments with contractual terms that may change cash flows (such as some instruments with features linked to the achievement of Environmental, Social and Governance (ESG) goals); and make updates to disclosures for equity instruments designated at fair value through other comprehensive income. The amendment is effective for reporting periods beginning on or after January 1, 2026, with earlier application permitted. The amendments had no impact on the Group’s condensed consolidated interim financial statements since it already derecognized financial liabilities at the settlement date.
Annual improvements to IFRS Accounting Standards — Volume 11
In July 2024, the International Accounting Standards Board (IASB) issued the Annual Improvements to IFRS Accounting Standards—Volume 11. The IASB’s Annual Improvements are limited to amendments that either clarify the wording of an IFRS standard or correct relatively minor unintended consequences, oversights or conflicts between requirements in the standards.
The amendments contained in the Annual Improvements relate to:
| ● | IFRS 1 First-time Adoption of International Financial Reporting Standards — Hedge Accounting by a First-time Adopter |
IFRS 7 Financial Instruments: Disclosures:
| ● | Gain or loss on derecognition |
| ● | Disclosure of differences between the fair value and the transaction price |
| ● | Disclosures on credit risk |
IFRS 9 Financial Instruments:
| ● | Derecognition of lease liabilities |
| ● | Transaction price |
| ● | IFRS 10 Consolidated Financial Statements — Determination of a ‘de facto agent’ |
| ● | IAS 7 Statement of Cash Flows — Cost Method. |
The amendments are effective for reporting periods beginning on or after January 1, 2026, with earlier application permitted. The amendments had no impact on the Group’s condensed consolidated interim financial statements.
F-6
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
4. Reverse capitalization
The Business Combination with HCVI was consummated on June 5, 2025, and was accounted for as a reverse capitalization in accordance with IFRS 2, with Greenstone treated as the accounting acquirer and accounting predecessor. The terms of the Business Combination, the related share exchanges, the resulting ownership structure of the Company, and the retroactive restatement of comparative share and per-share information are described in full in Notes 1 and 4 to the Group’s audited consolidated financial statements for the year ended December 31, 2025.
Because the Business Combination was consummated during the comparative interim period, the following non-recurring amounts are included in the results for the six months ended June 30, 2025, with no equivalent amounts arising in the six months ended June 30, 2026:
| ● | a non-cash share listing expense of US$ |
| ● | other transaction-related costs of US$ |
No adjustments relating to the reverse capitalization were recognized in profit or loss or equity during the six months ended June 30, 2026.
F-7
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
5. Revenue
| How Mine | Total | |||||||||||||||
| Six months ended | ||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Gold sales | $ | |||||||||||||||
| Silver sales | ||||||||||||||||
| Revenue recognized at a point in time | $ | |||||||||||||||
| Total ounces of gold sold | ||||||||||||||||
| Net work in progress (oz) | ||||||||||||||||
| Gold produced (oz) | ||||||||||||||||
| Tonnes milled (kt) | ||||||||||||||||
| Grade (g/t) | ||||||||||||||||
| Recovery (%) | ||||||||||||||||
| Net realized gold price(1) ($/oz) | $ | |||||||||||||||
| (1) |
6. Production costs
Production costs include salaries and wages on mine administration, consumable materials and electricity and other related costs incurred in the production of gold. Production costs for the six months ended June 30, 2026, and 2025 are summarized below.
| Six months ended | ||||||||
| (in thousands ‘000’) | June 30, 2026 | June 30, 2025 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Staff costs (see Note 9) | $ | $ | ||||||
| Stores | ||||||||
| Power production | ||||||||
| Site administrative costs | ||||||||
| Repairs and renewals | ||||||||
| Fuel costs | ||||||||
| Transport | ||||||||
| Other | ||||||||
| Production costs | $ | $ | ||||||
F-8
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
7. Administrative expenses
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Staff costs (see Note 9)(2) | $ | $ | ||||||
| General and administrative costs | ||||||||
| Fines and penalties | ||||||||
| Bank charges | ||||||||
| Fuel costs | ||||||||
| Directors’ fees | ||||||||
| Welfare costs | ||||||||
| Stores | ||||||||
| Travel(1) | ||||||||
| Audit fees | ||||||||
| Legal fees(1) | ||||||||
| Loss on asset disposition | ||||||||
| Insurance | ||||||||
| Investor relations | ||||||||
| Stock write-off | ||||||||
| Consultancy fees(1) | ||||||||
| Recruitment | ||||||||
| Filing fees | ||||||||
| Administrative expenses | $ | $ | ||||||
| (1) |
| (2) |
8. Foreign exchange loss
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Foreign exchange loss | $ | | $ | | ||||
F-9
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
9. Staff costs and employee information
The aggregate payroll costs of the employees charged in profit or loss were as follows:
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Wages and salaries (1) | $ | $ | ||||||
| Share-based payments (2) | ||||||||
| Pension | ||||||||
| Social security contributions and similar taxes | ||||||||
| Total | $ | $ | ||||||
| 1. |
| 2. |
10. Other income
| Six months ended | ||||||||
|
June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Milling recoveries and royalties(1) | $ | $ | ||||||
| Non-refundable fee (2) | ||||||||
| Insurance proceeds | ||||||||
| Rental income | ||||||||
| Scrap sales | ||||||||
| Other income | $ | $ | ||||||
| 1. |
| 2. |
F-10
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
11. Finance cost
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Interest expense, borrowings | $ | | $ | | ||||
| Interest expense on other creditors | ||||||||
| Unwinding of discount (1) | ||||||||
| Finance cost | $ | $ | ||||||
| 1. |
12. Taxation
Taxation expense
| Six months ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current tax | $ | $ | ||||||
| Deferred tax charge/(benefit) | ( | ) | ||||||
| Taxation expense | $ | $ | ||||||
The applicable income tax rate used for calculating tax was
The Group’s effective tax rate differs from the applicable statutory tax rate primarily because How Mine was the only operation generating taxable profits during the period. The Group’s other operations and corporate entities incurred losses that did not give rise to corresponding deferred tax benefits where the recognition criteria were not met. Refer to Note 28 for the profit or loss before taxation by segment for the six months ended June 30, 2026 and 2025.
The applicable tax rates are
F-11
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
13. Loss per share
Basic and diluted loss per share for the six months ended June 30, 2026, and 2025 were calculated as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Loss for the period attributable to owners of the Group (basic and diluted) | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average shares outstanding | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
14. Property, plant and equipment, net
June 30, 2026
| Cost | Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions(1) | ||||||||||||||||||||||||
| Change in rehabilitation asset estimate | ||||||||||||||||||||||||
| Transfer into/(out) property, plant and equipment | ( | ) | ( | ) | ||||||||||||||||||||
| Derecognition | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance at June 30, 2026(2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Accumulated Depreciation and impairment | Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | ||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| At January 1, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||
| Impairment(3) | ||||||||||||||||||||||||
| Derecognition | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| At June 30, 2026(2) | $ | $ | $ | $ | ||||||||||||||||||||
| Mining assets | Land & buildings | Plant & equipment | Motor vehicles | Capital work in progress | Total | |||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Accumulated depreciation and impairment | $ | $ | $ | $ | $ | |||||||||||||||||||
| Net book value | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | — |
| (2) | — |
| (3) | — |
| (4) | — | Included in transfers in/out of PP&E is $ |
F-12
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
15. Prepayments
15.1 Short-term prepayments
|
June 30, 2026 |
December 31, | |||||||
| (Unaudited) | (Audited) | |||||||
| Consumables | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Short-term prepayments | $ | $ | ||||||
15.2 Long-term prepayments
|
June 30, |
December 31, | |||||||
| (Unaudited) | (Audited) | |||||||
| Property, plant, and equipment | $ | $ | ||||||
| Long-term prepayments | $ | $ | ||||||
16. Exploration and evaluation assets, net
| Cost | Exploration and evaluation assets | |||
| (Unaudited) | ||||
| Balance as of January 1, 2026 | $ | |||
| Additions | ||||
| Transfers to property, plant & equipment | ( | ) | ||
| Balance at June 30, 2026 | ||||
| Accumulated Impairment | ||||
| Balance as of January 1, 2026 | ||||
| Balance at June 30, 2026 | $ | |||
| Carrying value | ||||
| As of June 30, 2026 | $ | |||
| As of December 31, 2025 | $ | |||
F-13
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
17. Trade and other receivables, net
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Royalty receivables(1) | $ | $ | ||||||
| Trade receivables(1) | ||||||||
| Staff loans | ||||||||
| Other receivables | ||||||||
| VAT receivables(2) | ||||||||
| Allowance for credit losses(3) | ( | ) | ( | ) | ||||
| Trade and other receivables, net | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
Allowance for credit losses
| (Unaudited) | ||||
| Balance at January 1, 2025 | $ | |||
| Additions | ||||
| Balance at June 30, 2025 | $ | |||
| Balance at January 1, 2026 | $ | |||
| Additions | ||||
| Balance at June 30, 2026 | $ | |||
F-14
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
18. Trade and other payables
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Trade payables (2) | $ | $ | ||||||
| Employee payables | ||||||||
| Other taxes and security payments(1) | ||||||||
| VAT payable | ||||||||
| Accruals | ||||||||
| Trade and other payables | $ | $ | ||||||
| (1) |
| (2) |
19. Cash and cash equivalents, net
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Petty cash | $ | $ | ||||||
| Bank balances | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
20. Provision for rehabilitation costs
Reconciliation of provision for rehabilitation costs:
(Unaudited) | ||||
| Opening balance as of January 1, 2026 | $ | |||
| Change in estimate | ||||
| Unwinding of discount | ||||
| Closing balance as of June 30, 2026 | ||||
Reconciliation of provision for rehabilitation costs:
| Opening balance as of January 1, 2025 | $ | |||
| Change in estimate | ||||
| Unwinding of discount | ||||
| Closing balance as of December 31, 2025 |
F-15
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
The discount rate used in determining the present value of How Mine’s provision for rehabilitation costs is based on U.S. Treasury bond yields, with estimated future cash flows adjusted using a long-term inflation assumption of
For Redwing Mine and Mazowe Mine, the rehabilitation provision will be equal to the gross rehabilitation costs as determined at June 30, 2026 adjusted for six months of inflation at a rate of
21. Contingent liabilities
The Group is subject to various claims that arise in the normal course of business. The Group has determined that the risk of loss related to the current claims is remote. Accordingly, no contingent liabilities have been recognized or disclosed for the six months ended June 30, 2026 or the year ended December 31, 2025.
22. Commitments
The Group had purchase commitments for capital assets as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Commitments | $ | $ | ||||||
23. Borrowings
|
June 30, |
December 31, | |||||||
| (Unaudited) | (Audited) | |||||||
| Banc ABC Zimbabwe loan(1) | $ | $ | ||||||
| Directors and Officers insurance(2) | ||||||||
| Bank overdraft | ||||||||
| Non-current | $ | $ | ||||||
| Current | ||||||||
| (1) |
| (2) |
| (3) | Bulawayo Mining Company (Private) Limited t/a How Mine obtained a US$ | |
| (4) | In the current year, bank overdraft has been classified as short-term borrowings because it is a financing arrangement and no longer meets the definition of a cash-equivalent. |
F-16
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
24. Derivative liability (warrants)
Pursuant to the Business Combination Agreement, the Company issued Company warrants (“Warrants”) as a replacement for SPAC Warrants. Note 25 of the Group’s audited consolidated financial statements for the year ended December 31, 2025 fully describes the terms of the warrants and the accounting consequences.
The warrants were initially recognized at fair value of US$
The change in fair value was primarily driven by changes in the quoted market price of the Company’s warrants. All amounts are non-cash flows.
The impact of warrants on earnings per share is explained in Note 13 of the Group’s audited consolidated financial statements for the year ended December 31, 2025.
25. Share capital
Refer to Note 1 of the Group’s audited consolidated financial statements for the year ended December 31, 2025, for a description of the Reorganization Transaction that occurred on June 17, 2024, and Note 4 for further details on the reverse capitalization.
| ($ represent unrounded amounts) | Number of fully paid shares | Amount | ||||||
| (Unaudited) | (Unaudited) | |||||||
| January 1, 2025 | ||||||||
| Issuance of shares to HCVI shareholders upon reverse capitalization | ||||||||
| Impact of reverse capitalization | ||||||||
| Issue of shares for promissory note | ||||||||
| January 1, 2026 | ||||||||
| Issue of shares for promissory note | ||||||||
| Issue of shares | ||||||||
| June 30, 2026 |
| $ | ||||||
F-17
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
26. Related party balances and transactions
Refer to Note 29 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. It describes related party relationships and the terms.
| Related party receivables | June 30, 2026 | December 31, 2025 | ||||||
| (Unaudited) | (Audited) | |||||||
| Metallon Corporation Limited | $ | $ | ||||||
| Metallon Management Services | ||||||||
| Allowance for related party credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| Related party payables | June 30, 2026 | December 31, 2025 | ||||||
| (Unaudited) | (Audited) | |||||||
| Metallon Gold Zimbabwe | | | ||||||
| Total | $ | $ | ||||||
| Allowance for related party credit losses | ||||
| (Unaudited) | ||||
| Balance at January 1, 2026 | ||||
| Additions | ||||
| Balance at June 30, 2026 | $ | |||
On June 30, 2026, Bulawayo Mining Company bought a
Key management personnel compensation
The amounts disclosed in the table below represent compensation to key management personnel for the six months ended June 30, 2026, and 2025. The amounts are recognized as administrative expenses in the condensed consolidated interim statements of profit or loss and other comprehensive income.
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Short-term employee benefits | ||||||||
| Non-executive director fees | ||||||||
| Share-based payments | $ | $ | ||||||
| Termination payment | ||||||||
| Key management compensation | $ | $ | ||||||
F-18
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
27. Employment benefits
Defined contribution plan
The cost of pension contributions during the six months ended June 30, 2026 and 2025 is made up as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Contributions for the period | $ | $ | ||||||
National Social Security Scheme
A subsidiary of the Group, Bulawayo Mining Company (Private) Limited, makes contributions to the National Social Security Scheme, a defined benefit pension scheme promulgated under the National Social Security Act of 1989.
| June 30, 2026 | June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Contributions for the period | $ | $ | ||||||
In the fourth quarter of 2025, the Group hired new employees in the United States who participate in a defined contribution
F-19
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
28. Segment reporting
Refer to Note 31 to the Group’s audited consolidated financial statements for the year ended December 31, 2025, as it describes the reportable segments and other salient information.
The table below shows the unaudited segment information for the six months ended June 30, 2026, and 2025 and as of June 30, 2026 and December 31, 2025:
| How Mine | Redwing Mine | Mazowe Mine | Corporate Overhead | Total | ||||||||||||||||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||
| Production costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Royalties | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||||||||||||||||
| Impairment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Listing expenses(1) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Change in fair value of warrants and earn-out liability | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign exchange gains/(losses) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Operating profit/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Related party credit loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||||
| Financial guarantee remeasurement | ||||||||||||||||||||||||||||||||||||||||
| Profit/(loss) before taxation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Profit/(loss) for the period | $ | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
F-20
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
| How Mine | Redwing Mine | Mazowe Mine | Other | Total | ||||||||||||||||||||||||||||||||||||
| June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||
| Segment assets | ||||||||||||||||||||||||||||||||||||||||
| Current assets | $ | |||||||||||||||||||||||||||||||||||||||
| Non-current assets | $ | |||||||||||||||||||||||||||||||||||||||
| Segment liabilities | ||||||||||||||||||||||||||||||||||||||||
| Current liabilities | $ | |||||||||||||||||||||||||||||||||||||||
| Non-current liabilities | $ | |||||||||||||||||||||||||||||||||||||||
29. Share-based payments
Refer to Note 34 to the Group’s audited consolidated financial statements for the year ended December 31, 2025. It describes the terms of the share-based payment arrangements.
The total share-based payment expense is as follows:
| June 30, 2026 | June 30, 2025 | |||||||
| Performance Stock Units (PSUs) | ||||||||
| Equity-settled Restricted Stock Units (RSUs) | ||||||||
| Compound RSUs | ||||||||
| Termination benefits | ||||||||
| Total | ||||||||
Restricted Stock Units and Performance Stock Units
Certain executive and non-executive directors within the Group were granted RSUs and PSUs pursuant to provisions of the Namib Minerals Equity Plan.
29.1 Performance Stock Units
No PSUs were issued during the six months ended June 30, 2026.
F-21
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
29.2 Restricted Stock Units
No RSUs were issued during the six months ended June 30, 2026.
This table summarizes additional information for the PSUs, equity-settled RSUs and the compound RSUs:
| June 30, 2026 | $ | PSUs | Equity-settled RSUs | Compound RSUs | |||||||||
| Vesting Period | |||||||||||||
| Maximum term of options | |||||||||||||
| Method of settlement | cashless basis (investment in an approved investment fund) | ||||||||||||
| Classification | equity-settled and cash-settled | ||||||||||||
| Reconciliation: | |||||||||||||
| Outstanding at beginning of the period | |||||||||||||
| Granted during the period | |||||||||||||
| Forfeited during the period | |||||||||||||
| Exercised during the period | ( | ) | ( | ) | |||||||||
| Outstanding at end of the period | |||||||||||||
| Weighted average exercise price | |||||||||||||
| Weighted average remaining contractual life | — |
|
30. Intangible Assets
| Cost | Intangible Assets | |||
| (Unaudited) | ||||
| Balance as of January 1, 2026 | $ | |||
| Additions | ||||
| Transfers from property, plant & equipment | ||||
| Balance at June 30, 2026 | ||||
| Accumulated Impairment | ||||
| Balance as of January 1, 2026 | ||||
| Balance at June 30, 2026 | $ | |||
| Carrying value | ||||
| As of June 30, 2026 | $ | |||
| As of December 31, 2025 | $ | |||
The balance relates to capitalized ERP system development costs incurred to date. The ERP system remains under construction and is not yet available for use; accordingly, no amortization has been recognized.
F-22
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
31. Going concern
As of the reporting date, the Group’s current liabilities exceed its current assets by US$
Management has assessed the Group’s ability to continue as a going concern, considering its financial position, operating environment, and cash flow projections until June 2027.
How Mine (operational since 1941) continues to generate profits and positive cash flows. Production is expected to continue to increase for the next year, further improving the Group’s cash flow. Namib Minerals (Bulawayo Mining Company Private Ltd’s parent company) and the Group’s cash flow largely stems from How Mine. Management’s forecast for the next twelve months indicates positive cash flows, including funds to settle Redwing and Mazowe’s current liabilities. Management has conducted sensitivity analyses on potential gold price fluctuations and confirmed that the Group will maintain positive cash flows.
The ongoing conflict in the Middle East has increased global economic uncertainty, particularly through higher energy prices, supply chain pressures, and inflation, which may increase the Group’s operating costs. In Zimbabwe, this may impact the cost of key inputs such as consumables, equipment, and labor. The Group has not experienced any direct disruption to operations to date.
Based on the results of the above-mentioned cash flow assessments, management is satisfied that the Group can continue as a going concern in the foreseeable future, realizing its assets and discharging its liabilities in the normal course of business. Management will continue to monitor risks and adjust strategies as necessary.
During 2026, the Group has drawn US$
32. Events after the reporting period
Management has evaluated subsequent events through September 30, 2026, which is the date these financial statements were available to be issued.
| 1. | On July 03, 2026, Wendy Luhabe was appointed as Independent Non-Executive Director and Lead Independent Director of the Company. |
| 2. | In July 2026, the Company drew down the full amount of US$ |
| 3. | On September 21, 2026, Namib Minerals announced the completion of the dewatering program at Redwing Mine, representing the first milestone in the Group’s five-step restart pathway. The dewatering was completed ahead of the previously announced Q4 2026 target and enables access to the underground workings to support the ongoing Definitive Feasibility Study and associated technical work. |
| 4. | On September 29, 2026, the Company announced entering into an agreement with BancABC to increase its existing credit facility by US$ |
F-23
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
33. Earnout liability
The earnout liability is described in full in Note 35 to the Group’s audited consolidated financial statements for the year ended December 31, 2025.
| Short-Term Earnout Liability | Long-Term Earnout Liability | Total | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Fair value as of June 30, 2025 | ||||||||||||
| Fair value as of December 31, 2025 | ||||||||||||
| Fair value as of June 30, 2026 | ||||||||||||
| Change in fair value of earnout liability (loss) | $ | $ | $ | |||||||||
The increase in the earnout liability since December 31, 2025 was a result of:
| ● | the increase in value of shares (US$ |
| ● | the probabilities relating to milestone 5 were unchanged based on the status of the permits at end of reporting period. The company is actively undertaking initiatives to resecure permitting and should these be fruitful, a reassessment of the earnout liability would follow. |
The fair value of the earnout liability was determined using a probability-weighted undiscounted cash flow approach with no discount rate adjustment, considering the probability of achieving milestones (Level 3 input), and using the assumed stock price (Level 1 input: $
| ● | A stock price range of $ |
| ● | A decrease in the probability of achieving milestones (excluding milestone 5) by |
| ● | If the probability of achieving milestones (excluding milestone 5) was increased to |
The impact of the earnout liability on earnings per share is explained in Note 13 of the Group’s audited consolidated financial statements for the year ended December 31, 2025.
IFRS 13 disclosures - financial instruments measured at fair value on a recurring basis
The Group’s financial instruments that are measured at fair value are:
| ● | Derivative liability (warrants) – see Note 24; and |
| ● | Earnout liability – as per this note. |
F-24
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
Quantitative disclosures about the fair value measurements for each class of assets and liabilities
June 30, 2026
| Fair value measurements at the end of the reporting period using: | ||||||||||||
| June 30, 2026 | Level 1 | Level 2 | Level 3 | |||||||||
| Recurring fair value measurements | ||||||||||||
| Derivative liability (warrants) | $ | |||||||||||
| Earnout liability | $ | |||||||||||
| $ | ||||||||||||
December 31, 2025
| Fair value measurements at the end of the reporting period using: | ||||||||||||
| December 31, 2025 | Level 1 | Level 2 | Level 3 | |||||||||
| Recurring fair value measurements | ||||||||||||
| Derivative liability (warrants) | $ | |||||||||||
| Earnout liability | $ | |||||||||||
| $ | ||||||||||||
Reconciliation of fair value measurements categorized within level 3 of the fair value hierarchy.
| 2026 | 2025 | |||||||
| Opening balance | $ | |||||||
| Issued | ||||||||
| Gains and losses recognized in profit or loss | ( | ) | ||||||
| Closing balance | $ | |||||||
F-25
Namib Minerals
Notes to the Condensed Consolidated Interim Financial Statements
34. Condensed Consolidated Interim Statements of Cash Flows
| Note | June 30, 2026 | June 30, 2025 | ||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Cash flows from operating activities | ||||||||||
| Profit/(loss) before taxation | $ | $ | ( | ) | ||||||
| Adjustments: | ||||||||||
| Unrealized exchange losses | 8 | |||||||||
| Depreciation and amortization | 14 | |||||||||
| Impairment | 14 | |||||||||
| Interest income | ( | ) | ( | ) | ||||||
| Finance cost | 11 | |||||||||
| Expected credit loss on trade and other receivables | 17 | |||||||||
| Expected credit loss on related party receivables | 26 | |||||||||
| Loss/(Profit) on scrapping of property, plant & equipment | 14 | |||||||||
| Prepayment write down | 14 | |||||||||
| Share-based payments | 29 | |||||||||
| Listing expense | 4 | |||||||||
| Fair value loss/(gain) on derivative liability (warrants) | 24 | ( | ) | |||||||
| Fair value loss/(gain) on earnout liability | 33 | ( | ) | |||||||
| Operating cash inflows before working capital changes | ||||||||||
| Changes in: | ||||||||||
| Inventories | ( | ) | ( | ) | ||||||
| Trade and other receivables, net | 17 | ( | ) | ( | ) | |||||
| Trade and other payables | 18 | |||||||||
| Prepayments | 15 | ( | ) | |||||||
| Related party balances | 26 | ( | ) | ( | ) | |||||
| Cash generated from operations | ||||||||||
F-26
Exhibit 99.2
Namib Minerals
NAMIB
MINERALS Management’s Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Namib Minerals (together with its subsidiaries, the “Company,” “we,” “us” and “our”) should be read together with Namib Minerals’ unaudited consolidated financial statements as of June 30, 2026, together with related notes thereto. The following discussion contains forward-looking statements that reflect future plans, estimates, beliefs, and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside of our control. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included in the Company’s filings with the SEC.
Overview
Our mission is to become a leading Pan-African multi-asset mining platform for precious and critical metals, particularly gold, and to create safe, sustainable, and profitable mining operations for our employees, our communities, and our shareholders.
We are an established gold producer with an attractive portfolio of three gold mines in Zimbabwe, Africa. Our extensive track record of owning and operating gold mines spans over two decades, and our strategic footprint consists of one producing gold mine and two historically producing gold mines that we are currently positioning to restart operations. Our How Mine is an established underground gold mine with a strong track record of operations having produced an aggregate of approximately 1.86Moz of gold from 1941 through June 30, 2026. Our other principal assets, the Mazowe Mine and the Redwing Mine, are historically producing gold mines with significant mineral resources. These assets provide us with an identified pathway to operate as a multi-asset gold producer in Africa, as preparatory work is currently underway to restart operations at both mines. On a consolidated basis, combining our estimate as of June 30, 2026, for the How Mine and our estimates as of December 31, 2023 for the Mazowe Mine and the Redwing Mine, our underground measured and indicated gold resources (exclusive of reserves) totaled 2.2Moz at a grade of 2.64g/t Au and our underground inferred gold resources totaled 4.2Moz. We are also evaluating opportunities to acquire mining interests in, and expand our operations to, the DRC to unlock critical battery metals in the region.
Key Factors and Trends Affecting Performance
As a producer of gold and other metals, we operate within the economic and regulatory environment surrounding the mining industry. Our performance and results of operations are driven by key external trends and factors including the supply and demand in the gold and metals markets, and the economic and legislative environment as well as internal factors including production, capital expenditures, reserves, and health and safety programs.
Gold Prices
Our results of operations are largely driven by the price and demand for gold. Gold has long maintained a key role as a strategic long-term investment and a critical component of investor diversification strategies. Historically, investors have gravitated toward gold for its safe-haven status during periods of economic uncertainty. This safe-haven status is driven by gold’s high liquidity, lack of credit risk, and scarcity. Gold prices have risen by 9% per annum in U.S. dollars since 1971, according to the World Gold Council, and reached all-time record highs with the spot price reaching $5,600/oz on January 28, 2026. We experienced significant pressure in Q2 with periods where the price dipped below $4,000/oz due to softer demand driven by weaker purchasing power among major demand centers and increased sensitivity to shifts in real interest rates amongst other macro and geopolitical factors. Outlook for second half of the year leans towards our guidance of $4,500/oz. An increased price of gold drives increasing revenues and cash flows for the Company. Significant changes in the pricing, demand and supply of gold can significantly impact our revenue and cash flow projections and future results.
Namib Minerals
Economic and Legislative Environment
Gold mining remains critically important to Zimbabwe’s economic outlook. The mining sector contributes roughly 70-80% of export earnings and about 12% of GDP, with total mining revenues reaching approximately US$5.56 billion in 2024 and rising to an estimated US$5.9 billion in 2025. Gold production has continued to strengthen, reaching about 42 tonnes in 2025, reinforcing the sector’s role as Zimbabwe’s leading source of foreign currency according to the Reserve Bank of Zimbabwe and the Chamber of Mines reports. We believe that the legislative environment is supportive of mining and development. For example, Zimbabwe passed the Responsible Mining Initiative in May 2023 to combat illegal mining, and in 2020 Zimbabwe removed the historical indigenization rule which required 51% indigenous Zimbabwean investor ownership. The Gold Trade Act requires us to pay 5% of gold sales refined in-country to the Zimbabwean Government, which is reflected in our royalties expense. Effective January 1, 2026, the royalty rate increases to 10% when the gold price exceeds $5,000 per ounce. As part of our Company’s environmental initiative, we recognize a provision for rehabilitation when the obligation under current environmental legislation to settle environmental disturbances created as a result of our mines’ production arises. This provision reflects our legal commitment to responsible environmental stewardship and is based on the anticipated costs that will be incurred during the decommissioning of our plant and equipment at the end of the life of the mine, as well as reclamation activities related to the restoration of the environment at each mine. Rehabilitation will occur at the end of the life of the mine, which is expected to begin in 2034 for the How Mine. With respect to the Mazowe Mine and the Redwing Mine, the timing of rehabilitation costs to be incurred is dependent on the timing of the Company restarting each mine’s operations and will be determined in a future period. We calculate the provisions using a 4.17% discount rate for the How Mine. For Redwing Mine and Mazowe Mine, the rehabilitation provision is not discounted. These rates are based on the present value of each mine’s provision for rehabilitation cost based on a risk-free rate with cash flows adjusted for an average 2.3% inflation. Changes in discount rates used for each mine could significantly impact the recorded rehabilitation provisions.
Health and Safety Initiatives
Our commitment to creating a safe and healthy workplace remains steadfast through our integrated Safety, Health, Environment, and Quality (SHEQ) management systems, with the ultimate goal of achieving a company wide Zero Harm culture. Our approach is founded on proactive risk management, leadership commitment, employee engagement, and continual improvement to ensure that every employee returns home safely each day.
The Twelve Months Rolling Lost Time Injury Frequency Rate (TMRLTIFR) was 0.22 as at 30 June 2026, marginally above our benchmark of 0.20 following 3 lost time injuries recorded during the period under review. While this indicates that we fell slightly short of our internal aspiration, our overall safety performance remained strong. The injuries recorded in the Mining Department were thoroughly investigated, with root causes identified and comprehensive corrective actions implemented to strengthen controls and reduce the likelihood of recurrence.
Recent Developments
How Mine processing capacity expansion
The new mill project at How Mine is progressing well and remains on track for commissioning in the second half of 2026, as previously communicated. Core construction works and installations are complete and commissioning tests have commenced.
2
Namib Minerals
Redwing Dewatering Program Completed Ahead of Schedule
We are pleased that the restart process at Redwing is advancing in accordance with the five-step restart pathway recently announced. On September 21, 2026, subsequent to the period end, we announced the completion of step one, namely dewatering, ahead of the previously communicated Q4 2026 target. This milestone reinforces our confidence in the restart pathway and enables access to the underground workings as we move to step two, the next phase of technical work at the mine, including the ongoing Definitive Feasibility Study. Redwing is a central component of our long-term strategy of building a scaled, multi-asset African gold platform through disciplined brownfield development and phased capital deployment.
Redwing is a brownfield mining site that has produced 650,000 ounces of gold historically and today holds 1.18 million ounces of gold in measured and indicated resources that we are targeting will provide the platform for Namib’s next phase of growth.
Key Performance Indicators
The following table presents a summary of our key performance indicators for the period ended June 30, 2026, and June 30, 2025:
| Six months ended June 30, | ||||||||
| (In thousands, except percentages) | 2026 | 2025 | ||||||
| Gold sales – oz(1) | 11,357 | 12,226 | ||||||
| Tonnage(2) | 233 | 236 | ||||||
| Grade – (g/t)(3) | 1.7 | 1.9 | ||||||
| Recovery – (%)(4) | 88 | 89 | ||||||
| Average net realized price(5) | $ | 4,195 | $ | 2,827 | ||||
| Operating profit / (loss) | $ | 2,185 | $ | (7,403 | ) | |||
| C1 cost per ounce ($/oz)(6) | $ | 1,576 | $ | 1,510 | ||||
| AISC per ounce ($/oz)(7) | $ | 3,078 | $ | 2,462 | ||||
| Adjusted EBITDA(8) | $ | 19,000 | $ | 10,769 | ||||
| Net cash flow generated from operating activities | $ | 9,290 | $ | 5,771 | ||||
| (1) | Gold sales is defined as the ounces of gold sold in the period presented. |
| (2) | Tonnage is defined as the total weight in metric tons of all material mined and processed. |
| (3) | Grade is defined as the average amount of gold contained in the mined ore. A higher grade represents higher density of gold in the ore. |
| (4) | Recovery is defined as the percentage of gold in the raw ore collected in the concentrate, which is the product created from separating valuable minerals in the mined ore from the commercially valueless material in which ore is found. |
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| (5) | Net realized price is the actual selling price of an ounce of gold less costs to complete and sell. |
| (6) | C1 cost per ounce is a non-IFRS financial measure. For the definition of C1 cost per ounce and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see “Non-IFRS Measures” below. |
| (7) | AISC per ounce is a non-IFRS financial measure. For the definition of AISC per ounce and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see “Non-IFRS Measures” below. |
| (8) | Adjusted EBITDA is a non-IFRS financial measure. For the definition of Adjusted EBITDA and a reconciliation to the most directly comparable financial measure calculated and presented in accordance with IFRS, see “Non-IFRS Measures” below. |
Components of Results of Operations
Revenue
Our revenue from operations is comprised primarily of the sale of gold. Additional revenues from operations include share of gold produced from third-party miners contracted to mine surface level ore. All revenues recognized from the sale of gold are attributable to a single customer, Fidelity Gold Refinery (Private) Limited.
Production costs
Production costs consist of mine labor costs, stores costs, electricity costs, bullion transportation costs, fuel issue costs, bullion refinery charges, and repairs and renewals costs.
Depreciation and amortization
Depreciation and amortization primarily consist of depreciation of property, plant and equipment involved in the extraction of gold, as well as exploration expenditures and exploration licenses, which are depreciated over the life of the mine.
Royalties
Royalties primarily consist of the royalty paid on gold sales refined in-country remitted to the Zimbabwean government under the Mines and Minerals Act, calculated at 5% when the gold price is below US$5,000 per ounce and 10% when it exceeds that threshold.
Other income
Other income primarily consists of scrap sales, income associated with insurance proceeds, commitment fees from satellite mining contracts and rental income.
Administrative expenses
Administrative costs primarily consist of staff costs, general and administrative charges, share-based payments, welfare costs, fines and penalties, directors’ fees, audit fees, consultancy fees and other items.
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Namib Minerals
Allowance for credit losses, net of recoveries
The allowance for credit losses primarily relates to the receivables from royalty revenues recognized on the arrangements with third-party miners contracted to mine surface level ore.
Change in fair value of earnout liability
Change in fair value of earnout liability is related to the periodic remeasurement of the earnout liability at each period-end, as the earnout liability has been classified as a derivative liability under IAS 32.
Change in fair value of warrants
Change in fair value of warrants is related to the periodic remeasurement of the warrants at each period-end, as the warrants have been classified as derivative liabilities under IAS 32.
Share listing under IFRS 2
Share-listing expenses are in relation to the business combination and consist of the excess fair value of the equity interests issued to HCVI over the fair value of HCVI’s identifiable net liabilities.
Impairment
Our impairment costs consist of write-downs of the fair value of non-financial assets other than inventories and deferred tax assets. These costs primarily consist of impairment charges related to our capital assets including shafts, surface plant and equipment, and pre-production assets.
Foreign exchange gain
Our functional currency is the United States Dollar, and a majority of revenue was received in the United States Dollar. Foreign exchange gains primarily relate to amounts settled in local currency.
Finance cost
Our finance costs consist of interest on borrowings, the unwinding of the discount relating to the provision for rehabilitation costs, and finance charges on trade payables and other payables.
Income tax expense
We are subject to tax in multiple jurisdictions, including those in Zimbabwe, the United Kingdom, and the Cayman Islands. The tax jurisdictions in which we operate have different statutory tax rates. Accordingly, our effective tax rate will vary depending on the relative proportion of income in each jurisdiction, changes in the valuation allowance on our deferred tax assets, and changes in tax laws.
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Namib Minerals
Results of Operations
Comparison of the results of operations for the Six Months Ended June 30, 2026, and June 30, 2025
The following table sets forth a summary of our consolidated results of operations for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
| Six Months ended June 30, | ||||||||||||||||
| (In thousands, except for percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||
| Gross Revenue | $ | 50,836 | $ | 36,383 | 14,453 | 40 | % | |||||||||
| Production costs | (17,897 | ) | (18,460 | ) | 563 | -3 | % | |||||||||
| Depreciation and amortization | (2,873 | ) | (2,656 | ) | (217 | ) | 8 | % | ||||||||
| Royalties | (3,081 | ) | (1,817 | ) | (1,264 | ) | 70 | % | ||||||||
| Gross profit | 26,985 | 13,450 | 13,535 | 101 | % | |||||||||||
| Other income | 593 | 212 | 381 | 180 | % | |||||||||||
| Administrative expenses | (13,747 | ) | (15,706 | ) | 1,959 | -12 | % | |||||||||
| Change in fair value of earnout liability | (8,526 | ) | 56,832 | (65,358 | ) | -115 | % | |||||||||
| Change in fair value of warrants | (2,749 | ) | 3,437 | (6,186 | ) | -180 | % | |||||||||
| Listing expense | - | (65,381 | ) | 65,381 | -100 | % | ||||||||||
| Allowance for credit losses | - | (12 | ) | 12 | -100 | % | ||||||||||
| Impairment | (25 | ) | (185 | ) | 160 | -86 | % | |||||||||
| Foreign exchange gain/(loss) | (346 | ) | (50 | ) | (296 | ) | 592 | % | ||||||||
| Operating profit/(loss) before interest and taxation | 2,185 | (7,403 | ) | 9,588 | -130 | % | ||||||||||
| Finance cost | (938 | ) | (828 | ) | (110 | ) | 13 | % | ||||||||
| Related party credit loss | - | (3 | ) | 3 | -100 | % | ||||||||||
| Interest income | 7 | 8 | (1 | ) | -13 | % | ||||||||||
| Profit/(loss) before taxation | 1,254 | (8,226 | ) | 9,480 | -115 | % | ||||||||||
| Income tax expense | (6,085 | ) | (3,673 | ) | (2,412 | ) | 66 | % | ||||||||
| Profit/(loss) for the period | $ | (4,831 | ) | $ | (11,899 | ) | $ | 7,068 | -59 | % | ||||||
The following table provides summarized financial information for our reportable segments for the period ended June 30, 2026, compared to the period ended June 30, 2025.
| Six months ended June 30, | ||||||||||||||||
| (In thousands, except for percentages) | 2026 | 2025 | $ Change | % Change | ||||||||||||
| How Mine | ||||||||||||||||
| Revenue | $ | 50,836 | $ | 36,383 | $ | 14,453 | 40 | % | ||||||||
| Production costs | (17,897 | ) | (18,460 | ) | 563 | -3 | % | |||||||||
| Depreciation and amortization | (2,840 | ) | (2,635 | ) | (205 | ) | 8 | % | ||||||||
| Royalties | (3,081 | ) | (1,817 | ) | (1,264 | ) | 70 | % | ||||||||
| Mazowe Mine | ||||||||||||||||
| Revenue | - | — | 0 | |||||||||||||
| Production costs | - | — | 0 | |||||||||||||
| Depreciation and amortization | (15 | ) | (17 | ) | 2 | -12 | % | |||||||||
| Royalties | - | — | 0 | |||||||||||||
| Redwing Mine | ||||||||||||||||
| Revenue | - | — | 0 | |||||||||||||
| Production costs | - | — | - | |||||||||||||
| Depreciation and amortization | (15 | ) | (4 | ) | -11 | 275 | % | |||||||||
| Royalties | - | — | ||||||||||||||
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Revenue
Our revenue increased by $14.5 million, or 40%, to $50.8 million during the six months ended June 30, 2026, from $36.4 million during the six months ended June 30, 2025, primarily driven by gold price increase, with a net realized sale price at $4,195 compared to $2,827 per ounce, or 48% increase. With stable tonnage, the gold price increase largely offset an 11% decline in grade, from 1.9 g/t to 1.7 g/t.
Redwing and Mazowe Mine were inactive during the six months ended June 30, 2025, and 2026, and therefore had no production or revenue.
Production costs
Our production costs, primarily attributable to How Mine, decreased by $0.6 million, or 3%, to $17.9 million during the six months ended June 30, 2026, from $18.5 million during the six months ended June 30, 2025. Production costs decreased slightly against broadly stable tonnage milled (-1%), despite a 15% power tariff increase, and represented approximately 35% of our revenue for the six-month period ended June 30, 2026, as opposed to 51% of our revenue during the six-month period ended June 30, 2025.
Depreciation and amortization
Our depreciation and amortization expense increased by $0.2 million, or 8%, to $2.9 million during the six months ended June 30, 2026, from $2.7 million during the six months ended June 30, 2025, primarily related to additions to property, plant and equipment assets. Depreciation and amortization represented approximately 6% of our revenue during the six-month period ended June 30, 2026, as opposed to 7% of our revenue during the six-month period ended June 30, 2025.
Royalties
Our royalties expense increased by $1.3 million, or 70%, to $3.1 million during the six months ended June 30, 2026, from $1.8 million during the six months ended June 30, 2025, driven by the higher revenues and the new higher royalty rate applicable when gold price exceeds $5,000 per ounce. As a result, royalties represented approximately 6% of our revenue for the six-month periods ending June 30, 2026, compared to 5% for the six-month periods ending June 30, 2025.
Other income
Our other income increased by $0.4 million, or 180%, to $0.6 million during the six months ended June 30, 2026, from $0.2 million during the six months ended June 30, 2025, primarily driven by a one-off payment from Joy Mining of $0.2m being a commitment fee for a satellite exploration project.
Administrative expenses
Administrative expenses decreased by $1.9 million, or 12%, to $13.7 million during the six months ended June 30, 2026, from $15.7 million during the six months ended June 30, 2025. The decrease was primarily attributable to the comparative period including approximately $10.2 million of one-time costs associated with the Company’s Nasdaq listing, which was completed on June 5, 2025.
This decrease was partially offset by approximately $2.6 million of one-time restructuring costs recognized during the current period, primarily relating to employee redundancies, together with higher recurring corporate costs, including executive hires, directors’ and officers’ insurance, investor relations, and legal and professional fees. These costs reflect the Company’s ongoing corporate activities and growth following the Nasdaq listing and are distinct from the one-time transaction costs incurred in the comparative period.
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Share-listing expenses under IFRS 2
The Business Combination was accounted for under IFRS 2, resulting in a listing expense of $65.4 million recognized in the consolidated statements of profit or loss for the six months ended June 30, 2025. This expense reflects the excess fair value of the equity interests issued to HCVI over the fair value of HCVI’s identifiable net liabilities, measured at the closing market price of $11.40 per share. The total consideration issued amounted to approximately $44.8 million, while the net liabilities of HCVI amounted to $20.6 million.
| Fair value of Namib Ordinary Shares issued to HCVI Public Stockholders (107,469 shares at $11.40) | 1,225,147 | |||
| Fair value of Namib-Ordinary Shares issued to HCVI Sponsor and Anchor Investors (3,820,000 shares at $11.40) | 43,548,000 | |||
| Fair value of all the consideration issued by target to acquire the HCVI | 44,773,147 | |||
| Add: Net liabilities of HCVI | 20,607,995 | |||
| Total share listing expense | 65,381,142 |
Fair value impacts of warrants and earnout
Warrants
In connection with the closing of the Business Combination, the Company issued warrants to replace each of the then outstanding warrants of HCVI (“SPAC Warrants”), effectively converting each SPAC Warrant into a right to acquire Ordinary Shares. Classified as derivative liabilities under IAS 32, these warrants reflected changes in fair value in earnings. For the period ended June 30, 2026, a loss of $2.7 million was recorded due to fluctuations in the fair value of SPAC Warrants.
Earnout shares
Following the Business Combination, the former shareholders of Greenstone may receive up to 30 million additional Ordinary Shares over eight years, contingent upon achieving specific operational and valuation milestones. This earnout arrangement is classified as a derivative financial liability and will be revalued at each reporting period, with changes recorded in profit or loss. As of June 5, 2025, the earnout liability was recognized at a total fair value of $168.7 million, comprising $57.0 million as a short-term liability and $111.7 million as a long-term liability. As of December 31, 2025, the fair value of the earnout liability was $9.9 million. By June 30, 2026, the fair value of the earnout liability increased to $18.4 million, reflecting a remeasurement loss of $8.5 million for the first six months of 2026 due to stock price fluctuations.
Impairment
This impairment ($0.03 million during the six-month period ended June 30, 2026) primarily consists of the impairment of the rehabilitation asset.
Foreign exchange gain/(loss)
Foreign exchange loss was $0.3 million during the six months ended June 30, 2026, compared to a loss of $0.1 million during the six months ended June 30, 2025, driven by fluctuating exchange rates and the volume of transactions denominated in a currency other than our reporting currency. The Company’s exposure to foreign currency exchange movement is primarily related to historical liabilities associated with the Redwing and Mazowe Mines, as well as a portion of How Mine’s gold trade receivables and income tax balances, which are denominated in Zimbabwean dollars (ZWG). The Zimbabwean dollar has experienced many fluctuations due to economic factors, hyperinflation, and monetary policy decisions made by the Zimbabwean government and the Reserve Bank of Zimbabwe.
Profit / (loss) before interest and taxation during the six months ended June 30, 2026, was $2.2 million, compared to a loss of $7.4 million for the six months ended June 30, 2025 (that was impacted by the non-recurrent listing costs).
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Namib Minerals
Finance Costs
Finance costs slightly increased by $0.1 million to $0.9 million during the six months ended June 30, 2026 compared to $0.8 million during the six months ended June 30, 2025, driven by higher borrowings.
Non-IFRS Measures
We utilize non-IFRS financial measures, including Adjusted EBITDA, amortization, C1 cost per ounce, and AISC per ounce, to complement our IFRS reporting and provide stakeholders with a deeper understanding of our operational performance and financial health. These measures offer insights into trends and factors that IFRS metrics may not fully capture, and we believe they are essential for formulating strategic decisions and business plans. Non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS, and non-IFRS financial measures as used by Namib Minerals may not be comparable to similarly titled amounts used by other companies. While not a substitute for IFRS results, they exclude items not indicative of our core operations, enhancing comparability across periods.
Adjusted EBITDA
We define Adjusted EBITDA as profit for the period before finance cost, related party credit loss, taxes, changes in the fair value of earnout liability, changes in fair value of warrants, listing expenses, depreciation and amortization, impairment, interest income, financial guarantee remeasurement, transaction expense and one-time restructuring costs. The tables below present our Adjusted EBITDA, reconciled to our Profit for the six months ended June 30, 2026 and 2025, which is the most comparable IFRS measure, for the periods indicated:
| Six months ended June 30, | ||||||||
| (In thousands) | 2026 | 2025 | ||||||
| Loss for the period | $ | (4,831 | ) | $ | (11,899 | ) | ||
| Finance cost | 938 | 827 | ||||||
| Related party credit loss | - | 3 | ||||||
| Income tax expense | 6,085 | 3,673 | ||||||
| Change in fair value of earnout liability | 8,526 | (56,832 | ) | |||||
| Change in fair value of warrants | 2,749 | (3,437 | ) | |||||
| Listing expense | - | 65,381 | ||||||
| Depreciation and amortization | 2,873 | 2,656 | ||||||
| Impairment | 25 | 185 | ||||||
| Interest income | (7 | ) | (8 | ) | ||||
| One-time restructuring | 2,642 | - | ||||||
| Transaction expense | - | 10,220 | ||||||
| Adjusted EBITDA | $ | 19,000 | $ | 10,769 | ||||
C1 cost per ounce
We define C1 cost as the sum of IFRS production costs and expenses. C1 cost per ounce is calculated as the C1 cost divided by the ounces of gold sold.
| How Mine | Total | |||||||||||||||
| ($ in thousands, unless otherwise indicated) | Six months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Production cost (IFRS) | $ | 17,897 | 18,460 | 17,897 | 18,460 | |||||||||||
| C1 cost (1) | $ | 17,897 | 18,460 | 17,897 | 18,460 | |||||||||||
| Gold sales (oz) | 11,357 | 12,226 | 11,357 | 12,226 | ||||||||||||
| C1 cost per ounce ($/oz) | $ | 1,576 | 1,510 | 1,576 | 1,510 | |||||||||||
| 1. | We have restated 2025 C1 costs from $1,659 to $1,510 to exclude royalties. |
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Namib Minerals
AISC per ounce
We define AISC as the sum of C1 cost, sustaining capital expenditure, administrative expenses, royalties and silver by-product credit. We define sustaining capital expenditure as capital expenditures which are necessary to maintain current gold production and execute our current mines plans. Unless otherwise specified, our sustaining capital expenditures are determined based on our additions to property, plant and equipment in any given reporting period, and are inclusive of additions included in trade payables. The silver by-product credit represents small quantities of silver which are extracted during the gold production process and sold together with gold bullion. The silver by-product credit is calculated based on a specified sale price for the by-product, which is exclusive of sale price for gold bullion. Sales of the silver by-product are reported as “Silver sales” within the notes to our consolidated financial statements. AISC per ounce is calculated as the AISC divided by the ounces of gold sold. We use this metric to measure the cost of extracting an ounce of gold and measure the efficiency of our mining operations. The table below presents our AISC per ounce, reconciled to our Production cost, which is the most comparable IFRS measure, for the periods indicated.
| How Mine | Redwing Mine | Mazowe Mine | Corporate Overhead |
Total | ||||||||||||||||||||||||||||||||||||
| ($ in thousands, unless otherwise indicated) | Six
months ended June 30, |
Six
months ended June 30, |
Six
months ended June 30, |
Six
months ended June 30, |
Six
months ended June 30, |
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| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Production cost (IFRS) | $ | 17,897 | $ | 18,460 | $ | 17,897 | $ | 18,460 | ||||||||||||||||||||||||||||||||
| C1 cost | 17,897 | 18,460 | 17,897 | 18,460 | ||||||||||||||||||||||||||||||||||||
| Sustaining capital expenditure | 3,478 | 4,359 | 3,478 | 4,359 | ||||||||||||||||||||||||||||||||||||
| Administrative expenses(1) | 4,332 | 3,085 | 2,373 | 1,202 | 958 | 745 | 2,846 | 454 | 10,509 | 5,486 | ||||||||||||||||||||||||||||||
| Royalties (IFRS) | 3,081 | 1,817 | 3,081 | 1,817 | ||||||||||||||||||||||||||||||||||||
| Silver by product credit | (12 | ) | (23 | ) | (12 | ) | (23 | ) | ||||||||||||||||||||||||||||||||
| AISC | 28,776 | 27,698 | 2,373 | 1,202 | 958 | 745 | 2,846 | 454 | 34,953 | 30,099 | ||||||||||||||||||||||||||||||
| Gold sales (oz) | 11,357 | 12,226 | 11,357 | 12,226 | ||||||||||||||||||||||||||||||||||||
| AISC per ounce ($/oz) | $ | 2,534 | $ | 2,265 | $ | NA | $ | NA | $ | NA | $ | NA | $ | NA | $ | NA | $ | 3,078 | $ | 2,462 | ||||||||||||||||||||
| (1) |
The six months ended June 30, 2025 total administrative expenses of $15.7 million include $10.2 million of non-recurring transaction expenses which are not attributable to How Mine, Redwing Mine, or Mazowe Mine. Total administrative expenses for the six months ended June 30, 2026 totaled $13.7 million. The six months ended June 30, 2026 total administrative expenses exclude $3.2 million of once-off costs, including $2.6 million relating to corporate restructuring. |
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Namib Minerals
Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service, and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included cash from operating activities, cash on hand, and debt.
As of June 30, 2026, our current liabilities due within one year are trade and other payables of $37.3 million, current tax payable of $8.9 million, excise tax payable of $3.6 million, borrowings of $5.6 million, earnout liability of $7.5 million and other $0.3million. This represents a total of $63.3 million due within one year, compared to a total of $53.6 million due as of December 31, 2025. Our current assets as of June 30, 2026, totaled $20.4 million, compared to $16.2 million as of December 31, 2025.
The Group has historically been profitable, generating positive net earnings and positive operating cash flows, and able to satisfy its obligations when due. Management anticipates that the Group will continue to be able to meet its liquidity requirements based on the Group’s cash flows projections, indicating the same for the next two years. The Group’s cash flows projections indicate working capital improvements over the next two years resulting from the Group’s planned increase in gold production by virtue of the completion of the milling expansion project at How Mine which, in tandem with concerted cost reduction initiatives alongside favorable gold prices, result in increased profitability and increased cash flows. Current losses as of June 30, 2026 represent $4.8 million (compared to a loss of $11.9 million as of June 30, 2025) and are driven by the non-cash earnout and warrants fair valuation that have a negative impact of $11.3 million.
On June 5, 2026, the Company executed a US$5.0 million asset finance term loan agreement with Ecobank Zimbabwe Limited. The facility, which has a 36-month tenor and final maturity on May 31, 2029, will be used to fund mining development and capital expenditure initiatives, including hoisting, milling plant expansion and maintenance, and drilling equipment. Repayment will be made from gold sales proceeds through monthly amortizing instalments. The facility enhances the Company’s funding flexibility and supports the execution of its operational growth and development plans.
Our commitments, as of June 30, 2026, are composed of purchase commitments for plant, property, and equipment in the aggregate of $3.8m, mainly related to power generation, processing, and mining equipment.
Cash Flows
The following table summarizes our cash flows and cash and cash equivalents, for the periods indicated:
| Period ended June 30, | ||||||||
| (In thousands) | 2026 | 2025 | ||||||
| Net cash provided by operating activities | $ | 9,290 | $ | 5,771 | ||||
| Net cash used in investing activities | (10,742 | ) | (5,647 | ) | ||||
| Net cash provided by/(used in) financing activities | 1,373 | 528 | ||||||
| Net increase/(decrease) in cash and cash equivalents | (79 | ) | 652 | |||||
| Effect of exchange rate fluctuation on cash and cash equivalents | (54 | ) | (17 | ) | ||||
| Cash and cash equivalents at the beginning of period | 1,887 | (315 | ) | |||||
| Cash and cash equivalents, net as of period end | 1,754 | 320 | ||||||
Net cash provided by operating activities
Net cash provided by operating activities increased by $3.5 million, or 61%, to $9.3 million during the six months ended June 30, 2026 compared to $5.8 million during the six months ended June 30, 2025, primarily reflecting the operating profit increase driven by the gold price.
Net cash used in investing activities
Net cash used in investing activities increased by $5.1 million, or 90%, to $10.7 million during the six months ended June 30, 2026, compared to $5.6 million during the six months ended June 30, 2025, primarily reflecting increased capital expenditures relating to production ramp up at How Mine as well as restart expenditure at Redwing Mine.
Net cash provided by financing activities
Net cash provided by financing activities increased by $0.8 million, or 160%, to $1.4 million during the six months ended June 30, 2026, compared to $0.5 million during the six months ended June 30, 2025, primarily reflecting increased borrowings.
11
Exhibit 99.3
Namib Minerals Secures US$6.5 Million Term Loan Facility to Partially Fund Resource Definition and Bankability
New York, Sept. 29, 2026 (GLOBE NEWSWIRE) -- Namib Minerals (“Namib” or “the Company”) (Nasdaq: NAMM), today announced that Bulawayo Mining Company (Private) Limited, a wholly owned subsidiary of the Company, has secured a non-dilutive new term loan facility for US$ 6.5 million (the “New Term Loan Facility”) with African Banking Corporation of Zimbabwe Limited (“BancABC”). The New Term Loan Facility is in addition to the Company’s existing term loan and overdraft facilities with BancABC, with all such facilities consolidated into a single facility (the “Facility”). The Facility strengthens the Company’s liquidity and working capital position with the funds from the New Term Loan Facility earmarked for utilisation towards Step 3 of the Company’s Development Timelines and Milestones for Redwing Mine previously announced in July 2026 (the “Development Milestones”).
On September 21, 2026, the Company announced the completion of Step 1 of the Development Milestones, namely, dewatering at Redwing Mine ahead of schedule. Step 2 of the Development Milestones, being the Definitive Feasibility Study (“DFS”) technical programme, is presently underway and fully funded. Accordingly, the Facility builds on the funding presently secured and is expected to partially fund Step 3 of the Development Milestones, which includes surface exploration drilling and advancing the DFS to full bankability. Step 3 is designed to upgrade and extend the resource base and provide the geological foundation for the bankable feasibility study. The balance of Step 3 funding is expected to be provided under the Company’s sequenced financing plan, on which the Company will update the market in due course.
“The continued support of Banc ABC reflects confidence in our operating platform at How Mine and in the disciplined, staged approach we have set out for the Redwing Mine restart,” said Sphe Mchunu, Company’s Chief Financial Officer. “This Facility funds the start of resource definition drilling at Redwing Mine without any dilution to existing shareholders; strengthens our liquidity position and keeps us on the milestone schedule we published in July. We continue to advance the remaining stages of our sequenced, non-dilutive financing plan in a disciplined manner.”
About Namib Minerals
Namib Minerals (NASDAQ: NAMM) is a gold producer, developer and explorer with operations focused in Zimbabwe. Currently Namib Minerals operates the How Mine, an underground gold mine in Zimbabwe, and aims to restart two assets in Zimbabwe. For additional information, please visit namibminerals.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, without limitation, statements that refer to planned restart of Redwing Mine; the Company’s ability to carry out the various steps set forth in the Development Milestones; expected deployment of proceeds from the BancABC Facility; the Company’s ability to secure additional funding, including balance of the funding for Step 3 of the Redwing restart pathway; anticipated employment, procurement and production benefits; and the Company’s broader growth strategy. Forward-looking statements are typically identified by words such as “expects,” “intends,” “plans,” “targets,” “anticipates,” “believes,” “will,” “may” and similar expressions. These statements are based on management’s current expectations and assumptions and are subject to significant risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied, including, risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. No assurance can be given that the milestones, funding or production targets described in this press release will be achieved within the expected timeframes, or at all.
Contact:
Investor Relations:
Investor.relations@namibminerals.com