As filed with the U.S. Securities and Exchange Commission on January 10, 2025.

Registration Statement No. 333-283650

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________

Namib Minerals
For Co-Registrant, see “Table of Co-Registrant” on the following page.
(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Namib Minerals

71 Fort Street, PO Box 500,

Grand Cayman, Cayman Islands, KY1-1106

Tel: (345) 769-4909

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: (212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

Copies to:

_____________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

†         The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant and co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant and co-registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANT

____________

(1)      The Co-Registrant has the following principal executive office:

71 Fort Street, PO Box 500,
Grand Cayman, Cayman Islands, KY1-1106
Tel: (345) 769-4909

(2)      The agent for service for the Co-Registrant is:

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: (212) 947-7200

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY PROXY STATEMENT FOR THE MEETING OF HENNESSY CAPITAL INVESTMENT CORP. VI’S STOCKHOLDERS AND PROSPECTUS FOR ORDINARY SHARES AND WARRANTS OF NAMIB MINERALS

SUBJECT TO COMPLETION, DATED JANUARY 10, 2025

195 US Hwy 50, Suite 309
Zephyr Cove, Nevada

Dear Hennessy Capital Investment Corp. VI Stockholders:

Hennessy Capital Investment Corp. VI, a Delaware corporation (“HCVI”) cordially invites you to attend a special meeting of its stockholders (the “special meeting”) to consider matters related to the proposed Business Combination. The special meeting will be held on [          ], 2024, at [          ] a.m. local time, via a virtual meeting.

On June 17, 2024, HCVI, Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”) and a direct wholly-own subsidiary of The Southern SelliBen Trust, a registered New Zealand foreign trust (the “Company Requisite Shareholder”), Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Company Merger Sub”), and Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company” or “Greenstone”), entered into a business combination agreement (as amended on December 6, 2024, the “Business Combination Agreement”). The Company is an established gold producer with operations focused in Zimbabwe. Pursuant to the terms of the Business Combination Agreement, (a) Company Merger Sub will merge with and into the Company (the “Company Merger”), with the Company being the surviving entity of the Company Merger and becoming a wholly-owned subsidiary of PubCo; and (b) immediately following the Company Merger, SPAC Merger Sub will be merge with and into HCVI (the “SPAC Merger” and, together with the Company Merger, the “Mergers” and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”), with HCVI being the surviving entity of the SPAC Merger and becoming a wholly-owned subsidiary of PubCo. Upon closing of the Mergers (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) HCVI and Greenstone each will become a direct wholly-owned subsidiary of PubCo, and PubCo will become a publicly traded company operating under the name “Namib Minerals.”

The aggregate consideration to be paid to existing Company shareholders (“Company Shareholders”) at the Closing is (a) $500.0 million, minus (b) the estimated indebtedness as of the Company as of the date of the Closing, plus (c) the estimated cash as of the Company as of the date of the Closing, plus (d) the amount of any filing fees paid by the Company in connection with this proxy statement/prospectus (such calculated amount being equal to the “Equity Value”). The consideration will be paid entirely in stock, comprised of PubCo Ordinary Shares (as defined below), at a price of $10.00 per ordinary share. In addition, the Company Shareholders will be entitled to receive up to 30.0 million of additional PubCo Ordinary Shares in contingent consideration, subject to the achievement of certain operational milestones over an eight-year post-Closing period. See “The Business Combination Agreement — Consideration; Conversion of Securities — Company Earnout” for further information on the contingent consideration payable to the Company Shareholders.

Pursuant to the terms of the Business Combination Agreement, at the effective times of the Mergers:

•        (a) each issued and outstanding share of common stock of HCVI, par value $0.0001 per share (“SPAC Common Stock”), will be cancelled in exchange for the right to receive one ordinary share of PubCo, par value $0.0001 per share (each, a “PubCo Ordinary Share”), and (b) each outstanding warrant of HCVI (each, a “SPAC Warrant”) exercisable for one share of Class A common stock of HCVI, par value $0.0001 per share (“SPAC Class A Common Stock”), will become exercisable for one PubCo Ordinary Share on the same terms and conditions (each, a “PubCo Warrant”); and

to HCVI (i) 1.36 million shares of SPAC Common Stock, held by the Sponsor, prior to the Closing and (ii) up to an additional 2.0 million shares of SPAC Common Stock held by the Sponsor prior to the Closing (such additional forfeited shares, if any, the “Additional Founder Forfeited Shares”) to the extent necessary to ensure that the total gross proceeds from the permitted financing set forth in the Business Combination Agreement are not less than $50.0 million. If at the Closing, certain of HCVI’s transaction expenses exceed $8 million (such excess over $8 million, the “SPAC Transaction Expenses Cap Excess”), the Sponsor will forfeit to HCVI a number of shares of SPAC Common Stock equal to (x) the amount of the SPAC Transaction Expenses Cap Excess divided by (y) $10.00. Pursuant to the Sponsor Letter Agreement, the Sponsor also agreed to subject a number of PubCo Ordinary Shares that it would otherwise receive via the SPAC Merger equal to (i) 2.0 million minus (ii) the number of Additional Founder Forfeited Shares, as unvested “Sponsor Earnout Shares” subject to certain vesting and potential forfeiture restrictions as set forth therein. Fifty percent (50%) of the Sponsor Earnout Shares will vest on the first date on which the closing price of PubCo Ordinary Shares exceeds $12.50 for any 20 trading days within a consecutive 30-trading day period. The remaining 50% of the Sponsor Earnout Shares will vest on the first date on which the closing price of PubCo Ordinary Shares exceeds $15.00 for any 20 trading days within a consecutive 30-trading day period. Upon the occurrence of a change of control (as set forth in the Sponsor Letter Agreement) of PubCo during the period commencing on the date that is 150 days after the Closing Date and ending on the eighth anniversary of the Closing Date (the “Sponsor Earnout Period”), then the vesting requirements described in the immediately preceding two sentences will be deemed to have been satisfied and vesting of the Sponsor Earnout Shares will be accelerated. Any unvested Sponsor Earnout Shares will automatically be forfeited if the Sponsor Earnout Shares have not vested prior to the end of the Sponsor Earnout Period.

Additionally, in connection with the Business Combination Agreement, certain related agreements and documents will be entered into, upon the consummation of the Mergers, including a Registration Rights and Lock-up Agreement, substantially in the form attached hereto as Annex E, with holders of the SPAC Class B Common Stock and the Company Shareholders. See “Certain Agreements Related to the Business Combination — Registration Rights and Lock-up Agreement” for further information.

HCVI cannot complete the Business Combination unless HCVI’s stockholders approve the Business Combination Agreement and the Transactions. HCVI is providing this proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements thereof. In connection with the special meeting, stockholders of SPAC Class A Common Stock have certain redemption rights, as described in more detail in this proxy statement/prospectus.

At the special meeting, HCVI stockholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement and the Transactions (the “Business Combination Proposal”).

In additional to the Business Combination Proposal, HCVI stockholders will also be asked to consider and vote upon:

(1)    two proposals to approve (collectively, such proposals are referred to herein as the “Non-Binding Governance Proposals”), on a non-binding advisory basis, upon certain material differences between HCVI’s existing organizational documents and the Second Amended and Restated Memorandum and Articles of Association of PubCo, in the form attached hereto as Annex D and as will be in effect as of the Closing (the “PubCo Organizational Documents”), specifically:

(A)    Number of Authorized Shares — A proposal to provide that the proposed PubCo Organizational Documents increase the total number of authorized shares of all classes of capital stock to one class of stock consisting of 500,000,000 ordinary shares with a par value of $0.0001 each; and

(B)    Removal and Appointment of Directors — A proposal to provide that Namib Minerals may by ordinary resolution (defined as a resolution of a general meeting, at which a quorum is present, passed by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon in person or by proxy, and includes a unanimous written resolution) appoint any person to be a director of PubCo or may by ordinary resolution remove any director of PubCo. The directors of PubCo may appoint any person to be a director of PubCo, either to fill a vacancy or as an additional director of PubCo provided that the appointment does not cause the number of directors of PubCo to exceed any number fixed by or in accordance with the proposed charter as the maximum number of directors of PubCo;

(2)    a proposal to approve the equity incentive plan of PubCo (the “Equity Incentive Plan”) and the material terms thereunder, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Equity Incentive Plan Proposal”), which will be in effect immediately prior to the Closing; and

(3)    a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the special meeting to approve any of the other proposals presented at the special meeting or in order to seek withdrawals from HCVI stockholders who have exercised their redemption right (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Non-Binding Governance Proposals, and the Equity Incentive Plan Proposal, the “Proposals”).

Each Proposal is more fully described in this proxy statement/prospectus, which each stockholder is encouraged to read carefully.

Pursuant to HCVI’s amended and restated certificate of incorporation, HCVI is providing the holders of shares of SPAC Class A Common Stock originally sold as part of the units issued in HCVI’s initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of SPAC Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to HCVI to pay its franchise and income taxes and redemption payable) from the IPO and a concurrent private placement of warrants to the Sponsor and certain other qualified institutional buyers or institutional accredited investors, on behalf of one or more funds that they advise or manage. For illustrative purposes, based on the fair value of cash held in the Trust Account as of September 30, 2024 of approximately $35.17 million (after giving effect to franchise and income taxes payable), the estimated per share redemption price would have been approximately $10.73. Public Stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a Public Stockholder, together with any of his, her, or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her, or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of SPAC Class A Common Stock sold in the IPO. Holders of HCVI’s outstanding warrants sold in the IPO, which are exercisable for shares of SPAC Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination.

The holders of the SPAC Class B Common Stock and each member of HCVI’s management team have agreed to waive their redemption rights with respect to any SPAC Class B Common Stock and any other public shares of HCVI held by them in connection with the Business Combination and the Transactions. The SPAC Class B Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price applicable to the public shares that are redeemed. The holders of the SPAC Class B Common Stock have previously agreed to vote their respective SPAC Class B Common Stock and any other public shares of HCVI held by them in favor of the Business Combination Proposal and for any other proposal presented to HCVI stockholders in this proxy statement/prospectus.

After careful consideration, the board of directors of HCVI (the “HCVI Board”) has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and the HCVI Board has determined that it is advisable to consummate the Business Combination. The HCVI Board took into account the oral opinion of EntrepreneurShares LLC (“EntrepreneurShares”), subsequently confirmed in writing on June 17, 2024 and attached as Annex F to this proxy statement/prospectus, to the effect that, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by EntrepreneurShares in preparing its fairness opinion, the total consideration to be issued or paid in the Business Combination was fair from a financial point of view to the SPAC Stockholders (other than the Sponsor, any of its affiliates, and any other holder of SPAC Class B Common Stock). There has not been any prior engagement between HCVI and EntrepreneurShares prior to EntrepreneurShares’ appointment as the fairness opinion provider for the HCVI Board in connection with the Business Combination. See “The Business Combination — Fairness Opinion from EntrepreneurShares” for further information. The HCVI Board recommends that you vote “FOR” each of the Proposals described in this proxy statement/prospectus.

When you consider the HCVI Board’s recommendation of these Proposals, you should keep in mind that there may be actual or potential material conflicts of interest between or among (i) the Sponsor, its affiliates, certain HCVI directors and officers, or promoters and (ii) unaffiliated security holders of HCVI. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination and a material conflict of interest arising from the interest that the Sponsor and its affiliates have in the Business Combination. Also, Greenstone and its officers have financials interests that are different from, or in addition to, the interests of unaffiliated HCVI stockholders, which could cause Greenstone to pursue terms in the Business Combination that are less favorable to non-redeeming stockholders. For additional information, see “The Business Combination — Interests of HCVI’s Directors and Officers in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Interests of Greenstone’s Officers and Directors in the Business Combination.” The HCVI Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to HCVI’s stockholders that they approve the Business Combination.

Upon the Closing, the Sponsor, its affiliates and certain transferees will receive (i) up to 9,443,318 PubCo Ordinary Shares upon the conversion of the 9,443,318 shares of SPAC Class B Common Stock (after giving effect to certain forfeitures by the Sponsor pursuant to the Sponsor Letter Agreement and based on HCVI’s estimated transaction expenses as of December 6, 2024), for which it paid $25,000 in the aggregate, of which up to 2,000,000 PubCo Ordinary Shares may be subject to certain vesting and potential forfeiture restrictions (as described further in “Certain Agreements Related to The Business Combination — Sponsor Letter Agreement” in this proxy statement/prospectus), and (ii) 2,459,217 PubCo Warrants upon the conversion of the (a) 2,359,217 SPAC Warrants issued to the Sponsor and certain holders of SPAC Common Stock in a private placement (the “SPAC Private Placement Warrants”), which were purchased for an aggregate purchase price of approximately $3.5 million simultaneously with the consummation of the IPO and (b) 100,000 SPAC Private Placement Warrants purchased by Hennessy Capital Group LLC (“HCG”), an affiliate of the Sponsor, pursuant to certain subscription agreements with Polar Multi-Strategy Master Fund (“Polar”), for an aggregate purchase price of up to $150,000 (as described further under HCVI Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events — Subscription Agreements”). In addition, HCVI pays $15,000 per month for office space, utilities and secretarial and administrative support to HCG. If the Sponsor, HCG or HCVI’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into SPAC Private Placement Warrants at a price of $1.50 per warrant at the option of the lender. Currently, there is $200,000 outstanding under an existing working capital loan from the Sponsor. Such loan bears no interest and may be converted to 133,333 SPAC Private Placement Warrants at the option of the lender. The compensation received or to be received by the Sponsor and the securities to be issued to the Sponsor in connection with the closing of the Business Combination, including upon the potential satisfaction of applicable vesting conditions, may result in a material dilution of the equity interest of non-redeeming Public Stockholders of HCVI. See “Risk Factors — Risks Related to HCVI and the Business Combination — Public Stockholders of HCVI will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination and the Permitted Financing and due to future issuances pursuant to the Equity Incentive Plan and the PubCo Warrants. Having a minority stock ownership position may reduce the influence that HCVI’s current stockholders have on the management of PubCo.”

An aggregate of $2,650,000 is payable to Polar upon the Closing as a return of capital pursuant to certain subscription agreements, which may be payable in cash or in 265,000 PubCo Ordinary Shares, or a combination of both, as well as 880,000 newly issued PubCo Ordinary Shares (as described further under “HCVI Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events — Subscription Agreements”).

An aggregate of approximately $1.19 million in deferred compensation is payable upon the Closing to the former Executive Vice President and Chief Financial Officer of HCVI, the former President and Chief Operating Officer and director of HCVI, and a former independent contractor and service provider of HCVI. See “Certain HCVI Relationships and Related Person Transactions — Administrative Support Agreement and Payments to Certain Officers.”

HCVI may not consummate the Business Combination unless the Business Combination Proposal and the Equity Incentive Plan Proposal are approved at the special meeting. Each of the Non-Binding Governance Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus. The approval of the Business Combination Proposal requires the affirmative vote (in person online, over the internet or by proxy) of the holders of a majority of all then-outstanding shares of SPAC Common Stock entitled to vote thereon at the special meeting. Accordingly, a HCVI stockholder’s failure to vote by proxy, over the internet or in person online at the

special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote against this Proposal. Each of the Non-Binding Governance Proposals, the Equity Incentive Plan Proposal, and the Adjournment Proposal requires a majority of the shares of SPAC Common Stock represented in person online or by proxy and voted thereon at the special meeting vote. Failure to vote by proxy or to vote in person online at the special meeting or an abstention from voting will have no effect on the outcome of the vote on these Proposals.

The holders of the SPAC Class B Common Stock and each member of HCVI’s management team, which collectively own 11,364,318 SPAC Class B Common Stock, or approximately 77.6% 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. Accordingly, assuming holders of the SPAC Class B Common Stock vote all of their SPAC Class B Common Stock in accordance with such agreement, the Business Combination Proposal and the rest of the Proposals will be approved, and the failure of a holder of SPAC Class A Common Stock 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. The Business Combination Agreement was not structured to require the approval of at least a majority of unaffiliated securityholders of HCVI.

Upon the completion of the Business Combination, PubCo is expected to be a “controlled company” under the Nasdaq Stock Market Listing Rules. The Southern SelliBen Trust, also referred to in this document as the Company Requisite Shareholder, is expected to control approximately 50.3% of PubCo Ordinary Shares, assuming no shares of SPAC Class A Common Stock are redeemed. For additional information, please see PubCo’s beneficial ownership table, note 6, under “Security Ownership of Certain Beneficial Owners and Management.” If PubCo is a controlled company upon Closing, PubCo may elect not to comply with certain corporate governance requirements, including that (1) a majority of the board of directors of PubCo (the “PubCo Board”) consists of independent directors, as defined under Nasdaq listing rules, (2) a majority of the independent directors select or recommend its director nominees, (3) the compensation committee be responsible for determining or recommending the compensation of executive officers other than PubCo’s chief executive officer, and (4) PubCo has a compensation committee that consists entirely of independent directors. PubCo does not intend to take advantage of the foregoing exemptions. In the event that PubCo ceases to be a “controlled company” and PubCo Ordinary Shares continue to be listed on Nasdaq, PubCo will be required to comply with these provisions within the applicable transition periods. See “Management of PubCo After the Business Combination — Controlled Company.”

Following the Business Combination, PubCo will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Following the Business Combination, PubCo will also be a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Your vote is very important. Please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the special meeting. More information about HCVI, PubCo, Greenstone, the Business Combination and the Proposals is contained in this proxy statement/prospectus. HCVI and Greenstone urge you to carefully read this proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 33 of this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the special meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and you do not attend the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a shareholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE HCVI REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO HCVI’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the HCVI Board, I thank you for your support and look forward to the successful completion of the Business Combination.

This proxy statement/prospectus is dated [      ], 2024 and is first being mailed to the stockholders of HCVI on or about [      ], 2024.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

HENNESSY CAPITAL INVESTMENT CORP. VI
195 US Hwy 50, Suite 309
Zephyr Cove, Nevada

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [      ], 2024

To the Stockholders of Hennessy Capital Investment Corp. VI:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Hennessy Capital Investment Corp. VI, a Delaware corporation (“HCVI,” “we,” “our” or “us”), will be held on [      ], 2024, at [      ] a.m., Eastern time, via live webcast at the following address: [      ]. The special meeting will be completely virtual. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. HCVI recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in person. You are cordially invited to attend the special meeting for the following purposes:

•        The “Business Combination Proposal” — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of June 17, 2024 (as amended on December 6, 2024, the “Business Combination Agreement”), by and among HCVI, Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”) and a direct wholly-own subsidiary of The Southern SelliBen Trust, a registered New Zealand foreign trust (the “Company Requisite Shareholder”), Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Company Merger Sub”), and Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company” or “Greenstone”). Pursuant to the terms of the Business Combination Agreement, (a) Company Merger Sub will be merged with and into the Company (the “Company Merger”), with the Company being the surviving entity of the Company Merger and becoming a wholly-owned subsidiary of PubCo; and (b) immediately following the Company Merger, SPAC Merger Sub will be merged with and into HCVI (the “SPAC Merger” and, together with the Company Merger, the “Mergers”), with HCVI being the surviving entity of the SPAC Merger and becoming a wholly-owned subsidiary of PubCo. Upon closing of the Mergers (the “Closing,” and the date on which the Closing occurs, the “Closing Date”) HCVI and Greenstone each will become a direct wholly-owned subsidiary of PubCo, and PubCo will become a publicly traded company operating under the name “Namib Minerals”;

•        The “Non-Binding Governance Proposals” — to consider and vote upon two separate proposals to approve (collectively, such proposals are referred to herein as the “Non-Binding Governance Proposals), on a non-binding advisory basis, upon certain material differences between HCVI’s existing organizational documents and the Second Amended and Restated Memorandum and Articles of Association of PubCo, in the form attached hereto as Annex D and as will be in effect as of the Closing (the “PubCo Organizational Documents”), specifically:

(A)    Number of Authorized Shares (Proposal No. 2A) — a proposal to provide that the proposed PubCo Organizational Documents increase the total number of authorized shares of all classes of capital stock to one class of stock consisting of 500,000,000 ordinary shares with a par value of $0.0001 each; and

(B)    Removal and Appointment of Directors (Proposal No. 2B) — a proposal to provide that Namib Minerals may by ordinary resolution (defined as a resolution of a general meeting, at which a quorum is present, passed by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon in person or by proxy, and includes a unanimous written resolution) appoint any person to be a director of PubCo or may by ordinary resolution remove any director of PubCo. The directors of PubCo may appoint any person to be a director of PubCo, either to fill a vacancy or as an additional director of PubCo, provided that the appointment does not cause the number of directors of PubCo to exceed any number fixed by or in accordance with the proposed charter as the maximum number of directors of PubCo; and

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

Please refer to “Frequently Used Terms” and “Technical Mining information and Special Terms” for defined terms used throughout this proxy statement/prospectus.

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), and Greenstone Corporation (as co-registrant), an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Greenstone”), constitutes a prospectus of PubCo and Greenstone under Section 5 of the Securities Act, with respect to the PubCo Ordinary Shares and PubCo Warrants to be issued to the holders of the Public Shares and Public Warrants, respectively, and the issuance of PubCo Ordinary Shares to the existing holders of Greenstone’s Ordinary Shares, if the Business Combination described herein is consummated. With respect to HCVI and the holders of Public Shares, this proxy statement/prospectus also serves as and constitutes a notice of HCVI Stockholders’ Meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the HCVI Stockholders’ Meeting to be held on [             ], 2024, where HCVI stockholders will vote on, among other things, the proposed Business Combination and related transactions and each of the Business Combination Proposal, the Non-Binding Governance Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal.

This document does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such offer.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus. None of HCVI, PubCo, or Greenstone takes any responsibility for, and can provide no assurances as to the reliability of, any other information or representation others may give you. Neither the delivery of this proxy statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of HCVI, PubCo, or Greenstone since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning HCVI, free of charge, by written request to ATTN: Nicholas Geeza, Executive Vice President, Chief Financial Officer and Secretary, 195 US Hwy 50, Suite 309 Zephyr Cove, NV 89448.

In order for HCVI’s stockholders to receive timely delivery of the documents in advance of the HCVI Stockholders’ Meeting, you must request the information no later than [      ], 2024 or five business days prior to the date of the HCVI Stockholders’ Meeting. You may also obtain additional information about HCVI from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

Financial Statement Presentation

References to “U.S. dollars” and “US$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

The historical financial statements of Greenstone are prepared in accordance with International Financial Reporting Standards, as issued by International Accounting Standards Board (“IFRS”). Greenstone’s fiscal year ends on December 31 of each year, as does its reporting year. Greenstone’s most recent fiscal year ended on December 31, 2023. See Note 2 to Greenstone’s audited financial statements as of and for the years ended December 31, 2023, and 2022, included elsewhere in this proxy statement/prospectus, for a discussion of the basis of presentation of Greenstone’s financial statements.

The historical statement of financial position of PubCo is prepared in accordance with IFRS. PubCo’s fiscal year ends on December 31 of each year, as does its reporting year. PubCo was incorporated on May 27, 2024 and its initial fiscal year will end on December 31, 2024. See Note 3 to PubCo’s audited statement of financial position as of May 27, 2024, included elsewhere in this proxy statement/prospectus, for a discussion of the basis of presentation of PubCo’s statement of financial position.

The historical financial statements of Hennessy Capital Investment Corp. VI (“HCVI”) are prepared in accordance with U.S. Generally accepted accounting principles (“U.S. GAAP”). HCVI’s fiscal year ends on December 31 of each year, as does its reporting year. See Note 2 to HCVI’s audited financial statements as of and for the years ended December 31, 2023, and 2022, included elsewhere in this proxy statement/prospectus, for a discussion of the basis of presentation of Hennessy’s financial statements.

Trademarks, Tradenames, and Service Marks

This proxy statement/prospectus includes trademarks, tradenames, service marks and other intellectual properties, certain of which belong to HCVI or Greenstone (or one of its subsidiaries) and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that HCVI or Greenstone will not assert their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither HCVI nor Greenstone intend that their use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of HCVI or Greenstone by, these other parties.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning Greenstone’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by Greenstone’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Greenstone operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, Greenstone obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, Greenstone does not expressly refer to the sources from which this data is derived. In that regard, when Greenstone refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that Greenstone paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

TECHNICAL MINING INFORMATION AND SPECIAL TERMS

Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

On October 31, 2018, the SEC adopted Subpart 1300 (17 CFR 229.1300) of Regulation S-K (“Regulation S-K 1300”), along with the amendments to related rules and guidance, in order to modernize the property disclosure requirements for mining registrants under the Securities Act and the Exchange Act. Registrants engaged in mining operations must comply with Regulation S-K 1300 for fiscal years beginning on or after January 1, 2022. Mineral resource and mineral reserve estimates were prepared by Greenstone based on available data at the time of calculation and are inherently uncertain, involve subjective judgment about many relevant factors and may be materially affected by, among other things, environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant risks, uncertainties, contingencies and factors. Until mineral deposits are actually mined and processed, mineral resources and mineral reserves must be considered as estimates only.

Greenstone owns three mines, of which only the How Mine is currently in commercial operation. There is no commercial production at the Mazowe Mine or the Redwing Mine, as each mine has been on care and maintenance since August 2018 and April 2019, respectively. Formal feasibility studies for the Mazowe Mine and the Redwing Mine are currently underway and are expected to be completed during fiscal year 2025.

Greenstone has inferred, indicated, and measured mineral resources, and certain of the indicated and measured mineral resources are classified as probable and proven mineral reserves. An inferred mineral resource has a lower level of confidence than that of an indicated or measured mineral resource and may not be converted to a mineral reserve. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic viability. Specifically, inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. Under Regulation S-K 1300, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Such upgrade would require a significant amount of exploration. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources not already classified as mineral reserves will ever be upgraded to mineral reserves.

Special Mining Terms

“Assay” means chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.

“BIF” means Banded Iron Formation.

“Carbon-in-plant” or “CIP” means gold is leached conventionally from a slurry of gold ore with cyanide in agitated tanks. The leached slurry passes into the CIP circuit where carbon granules are mixed with the slurry and gold is absorbed onto the carbon. The carbon granules are separated from the slurry and treated to remove gold.

“Care and maintenance” means the processes and conditions on a closed mine site where there is potential to recommence operations at a later date.

“Concentrate” means a clean product which has been upgraded sufficiently for downstream processing or sale.

“Contained gold” means the total gold or copper content (tons multiplied by grade) of the material being described.

“Cut-off grade” or “COG” means the grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio.

“Cyanidation” means a method of extracting exposed gold grains from crushed or ground ore by dissolving it in a weak cyanide solution. May be carried out in tanks inside a mill or in heaps of ore out of doors.

“Decline” means an inclined underground access way.

“Deposit” means an informal term for an accumulation of mineralization or other valuable earth material of any origin.

“Development” means the process of accessing an orebody through shafts or tunneling in underground mining.

“Dilution” means unmineralized rock that is, by necessity, removed along with ore during the mining process that effectively lowers the overall grade of the ore.

“Diorite” means an igneous rock formed by the solidification of molten material (magma).

“Dyke” means a long and relatively thin body of igneous rock that, while in the molten state, intruded a fissure in older rocks.

“Economically viable” means, when used in the context of Mineral Reserve determination, that the Qualified Person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the Mineral Reserve is economically viable under reasonable investment and market assumptions.

“Elution” means the removal of the gold from the activated carbon before the zinc precipitation stage.

“Exploration” means activities associated with ascertaining the existence, location, extent, or quality of mineralized material, including economic and technical evaluation of mineralized material.

“Feasibility Study” means a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable modifying factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a prefeasibility study.

“Flotation” means a concentration of gold and gold-hosting minerals into a small mass by various techniques (e.g. collectors, frothers, agitation, air-flow) that collectively enhance the buoyancy of the target minerals, relative to unwanted gangue, for recovery into an over-flowing froth phase.

“Footwall” means the underlying side of a fault, orebody or stope.

“Geological” means relating to the study of rocks which compose the earth.

“Grade” means the quantity of ore contained within a unit weight of mineralized material generally expressed in grams per metric tonne (g/t) or ounce per short ton for gold bearing material.

“Greenschist” means a schistose metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.

“Indicated Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.

“Inferred Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply, but not verify, geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of an Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

“Initial assessment (also known as concept study, scoping study, conceptual study and preliminary economic assessment)” means a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of Mineral Resource. The initial assessment must be prepared by a Qualified Person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An initial assessment is required for disclosure of Mineral Resource but cannot be used as the basis for disclosure of Mineral Reserve.

“Level” means the workings or tunnels of an underground mine that are on the same horizontal plane.

“Life-of-mine” or “LOM” means number of years for which an operation is planning to mine and treat ore and is taken from the current mine plan.

“Measured Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated or an Inferred Mineral Resource. It may be converted to either a Proven Mineral Reserve or a Probable Mineral Reserve.

“Measures” means conversion factors from metric units to U.S. units are provided below.

“Metallurgy” means the science and art of separating metals and metallic minerals from their ores by mechanical and chemical processes.

“Milling/mill” means the communition of the ore, although the term has come to cover the broad range of machinery inside the treatment plant where the gold is separated from the ore.

“Mine call factor (MCF)” means the ratio, expressed as a percentage, of the total quantity of recovered and unrecovered mineral product after processing with the amount estimated in the ore based on sampling. The ratio of contained gold delivered to the metallurgical plant divided by the estimated contained gold of ore mined based on sampling.

“Mineral” means a naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.

“Mineral Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at prefeasibility or feasibility level as appropriate that include application of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.

“Mineral Resource” means a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling.

“Mineralization” means the presence of a target mineral in a mass of host rock.

“Modifying Factors” means considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

“MSZ” means Mineralized Shear Zones.

“Mt” or “tonne” means metric tonne, a metric measurement of weight equivalent to 1,000 kilograms or 2,204.6 pounds.

“Ore” means a mixture of mineralized material from which at least one of the contained minerals can be mined and processed at an economic profit.

“Orebody” means a well-defined mass of mineralized material of sufficient mineral content to make extractions economically viable.

“Ounce” means one Troy ounce, which equals 31.1035 grams.

“Prefeasibility Study” means a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open-pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the modifying factors and the evaluation of any other relevant factors which are sufficient for a competent person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A prefeasibility study is at a lower confidence level than a feasibility study.

“Probable Mineral Reserve” means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the modifying factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

“Productivity” means an expression of labor productivity based on the ratio of ounces of gold produced per month to the total number of employees in mining operations.

“Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the modifying factors.

“Pyrite” means a brassy-colored mineral of iron sulfide (compound of iron and sulfur).

“QP” or “Qualified Person” means, in respect of the Company’s material properties, is an individual who is (1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. Regulation S-K 1300 details further recognized professional organizations and also relevant experience.

“Quartz” means a mineral compound of silicon and oxygen.

“Recovered grade” means the recovered mineral content per unit of ore treated.

“Reef” means a gold-bearing sedimentary horizon, normally a conglomerate band, which may contain economic levels of gold.

“Regulation S-K 1300” means the Subpart 1300 of Regulation S-K (17 CFR § 229.1300) which contains the SEC’s mining property disclosure requirements for mining registrants.

“Run-of mine” or “ROM” means the unprocessed mined material which consists of the rock, minerals, middlings, contamination, and impurities.

“Sampling” means taking small pieces of rock at intervals along exposed mineralization for assay (to determine the mineral content).

“SAMREC (2016)” means South African Code for the Reporting of Exploration Results, Mineral Resources and Mineral Reserves 2016 edition.

“Shaft” means a structure that provides principal access to the underground workings for transporting personnel, equipment, supplies, ore and waste. A shaft is also used for ventilation and as an auxiliary exit. It is equipped with a surface hoist system that lowers and raises conveyances for men, material, and ore in the shaft. A shaft generally has more than one conveyancing compartment.

“Smelting” means a thermal processing whereby molten metal is liberated from beneficiated mineral or concentrate with impurities separating as lighter slag.

“Stockpile” means a store of unprocessed ore.

“Stope” means the underground excavation within the orebody where the main gold production takes place.

“Strike” means the direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.

“Sulfide” means a mineral characterized by the linkages of sulfur with a metal or semi-metal, such as pyrite.

“Tailings” means finely ground rock of low residual value from which valuable minerals have been extracted is discarded and stored in a designed dam facility.

“Tonnage” means quantities where the ton or tonne is an appropriate unit of measure. Typically used to measure reserves of gold-bearing material in situ or quantities of ore and waste material mined, transported or milled.

“Trend” means the arrangement of a group of ore deposits or a geological feature or zone of similar grade occurring in a linear pattern.

“Underground mining” means the extraction of rocks, minerals and industrial materials, other than coal, oil and gas, from the earth by developing entries or shafts from the surface to the seam or deposit before recovering the product by underground extraction methods.

“Waste” means material that contains insufficient mineralization for consideration for future treatment and, as such, is discarded.

“Yield” means the actual grade of ore realized after the mining and treatment process.

Frequently used Terms

In this document:

“Acquisition Entities” means PubCo, SPAC Merger Sub, and Company Merger Sub.

“Action” means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ, order, arbitration, mediation, or other similar proceeding initiated or conducted by a mediator, arbitrator, or Governmental Authority, whether administrative, civil, regulatory, or criminal, and whether at law or in equity, or otherwise under any applicable Laws.

“Adjournment Proposal” means the proposal by ordinary resolution to, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the special meeting to approve any of the other proposals presented at the HCVI Stockholders’ Meeting or in order to seek withdrawals from HCVI stockholders who have exercised their redemption right.

“Anchor Investors” means HCVI’s Direct Anchor Investors and its Other Anchor Investors.

“Available SPAC Cash” means an amount equal to the sum of (a) the gross amount of cash available in the Trust Account following the HCVI Stockholders’ Meeting (after deducting the amount required to satisfy the amount payable to Public Stockholders exercising their Redemption Rights) plus (b) the aggregate gross amount of proceeds from Permitted Financing Agreements that have been funded, or that will be funded, in connection with the Closing.

“BCA Amendment” means that certain Amendment No. 1 to the Business Combination Agreement, dated as of December 6, 2024, by and among HCVI, Greenstone, PubCo, SPAC Merger Sub, and Company Merger Sub.

“BMC” means Bulawayo Mining Company Limited, a private company incorporated under the laws of England and Wales.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 17, 2024, as amended by the BCA Amendment, and as may be further amended, by and among HCVI, Greenstone, PubCo, SPAC Merger Sub, and Company Merger Sub.

“Business Combination Deadline” means the date by which HCVI must complete a business combination, i.e., March 31, 2025 (or up to June 30, 2025 if the HCVI Board elects by resolution to further extend such date, as permitted by the SPAC Charter), such later date if the stockholders of HCVI approve an extension of such date, or such earlier date as determined by the HCVI Board.

“Business Combination Proposal” means the proposal by ordinary resolution to approve and adopt the Business Combination Agreement, the Business Combination and the Transaction Documents to which HCVI is or will be a party.

“Business Day” means a day on which commercial banks are open for business in New York, U.S. and the Cayman Islands, except a Saturday, Sunday, or public holiday (gazette or ungazetted and whether scheduled or unscheduled).

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Certificate of Merger” means the certificate of merger to be filed with the Secretary of State of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL and mutually agreed by the parties to effectuate the SPAC Merger.

“Change of Control” means (a) a sale, lease, license or other disposition, in a single transaction or a series of related transactions, of more than fifty percent (50%) of the value of the assets of PubCo and its subsidiaries, taken as a whole; (b) a merger, consolidation or other business combination of PubCo resulting in any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect at any particular point in time) acquiring more than fifty percent (50%) of the voting power of, or economic rights (or rights convertible or exchangeable into securities) or interests in, PubCo or the surviving person outstanding immediately after such combination (for the avoidance of doubt, excluding any Company Earnout Shares that may be issued in connection with such transaction(s) pursuant to Section 2.11 of the Business Combination Agreement); or (c) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect at any particular point in time) (i) obtaining direct or indirect beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect at any particular point in time) of securities (or rights convertible or exchangeable into securities)

representing more than fifty percent (50%) of the voting power of, or economic rights or interests in, PubCo or (ii) otherwise acquiring, directly or indirectly, the power to direct or cause the direction of the management or policies of PubCo, whether through the ability to exercise voting power, by contract or otherwise.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” or “Greenstone” means Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands.

“Company Acquisition Proposal” means, other than pursuant to the Transactions, any, direct or indirect acquisition (whether by merger, consolidation, scheme of arrangement, business combination, reorganization, recapitalization, redemption, cancellation, purchase or issuance of equity securities, tender offer, purchase or sale of assets, conveyance, transfer, assignment, assumption, delegation, secondment, or otherwise) by any third party (i.e., a person that is not an applicable controlled affiliate), in one transaction or a series of transactions, of (a)(i) any material assets or all or a material portion of the revenues or business of the Group Company taken as a whole, or (ii) any of the mining real property with respect to the Redwing Mine, the Mazowe Mine, and the How Mine, the Group Companies’ mineral rights, including under the Mining Leases, the Redwing Mine, the Mazowe Mine, or the How Mine, or (b) any equity securities of any of the Group Companies or any other Acquisition Entity.

“Company Earnout Period” means the period between the Closing Date and the eighth (8th) anniversary of the Closing Date.

“Company Material Adverse Effect” means any event that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, properties, assets and liabilities, results of operations, cash flows, or financial condition of Greenstone and its subsidiaries, taken as a whole or (ii) the ability of Greenstone, any of its subsidiaries, or any of the Acquisition Entities to consummate the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any change in applicable Laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business, or financial market conditions generally, (c) the taking or refraining from taking, as respectively applicable, of any action expressly required to be taken, as respectively applicable, under the Business Combination Agreement or the Transaction Documents so as not to constitute a breach of the Business Combination Agreement or any Transaction Document, which SPAC has requested in writing, or to which SPAC has consented in writing, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions, or similar occurrences), epidemic or pandemic, acts of nature, or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national, or international political conditions, riots, or insurrections, (f) any failure in and of itself of the Company and any of its subsidiaries to meet any projections or forecasts; provided, however, that the exception in (f) shall not prevent or otherwise affect a determination that any change, effect, or development underlying such change has resulted in, or contributed to a Company Material Adverse Effect, (g) any Events generally applicable to the industries or markets in which the Company or any of its subsidiaries operate, or (h) the announcement of the Business Combination Agreement and the Transactions, including any termination of, reduction in, or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on the Company’s and its subsidiaries’ relationships, contractual or otherwise, with any Governmental Authority, third parties, or other person; provided, however, that in the case of each of (b), (d), (e) and (g), any such Event to the extent it disproportionately affects the Company or any of its subsidiaries relative to other similarly situated participants in the industries and geographies in which such persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect.

“Company Merger” means the merging of Company Merger Sub with and into Greenstone pursuant to the Cayman Islands Companies Act, with Greenstone surviving the Company Merger as a wholly-owned subsidiary of PubCo.

“Company Merger Effective Time” means at the effective time of the Company Merger.

“Company Merger Filing Documents” means the Plan of Merger to be filed with the Registrar of Companies of the Cayman Islands related to the Company Merger and such other documents as may be required.

“Company Merger Sub” means Cayman Merger Sub Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo.

“Company Organizational Documents” means the amended and restated memorandum and articles of association of Greenstone, as amended, modified, or supplemented from time to time.

“Company Requisite Shareholder” means The Southern SelliBen Trust, a registered New Zealand family trust.

“Company Shareholders” means the holders of Company Shares.

“Company Shares” mean the ordinary share in the capital of the Company, par value $1.00 per share.

“Company Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by or on behalf of Greenstone, any of its subsidiaries or affiliates, or any of the Acquisition Entities (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees, and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, and other advisors and service providers, including consultants and public relations firms and (b) any and all filing fees payable by Greenstone or any of its subsidiaries to Governmental Authorities in connection with the Transactions.

“Continental” means Continental Stock Transfer & Trust Company, a limited purpose trust company, as HCVI’s transfer agent and warrant agent.

“Completion Window” means the period of time starting upon the consummation of the IPO and ending on the Business Combination Deadline.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic, or disease outbreaks.

“D&O Tail” means directors’ and officers’ liability insurance “tail” policy extension of HCVI’s current directors’ and officers’ liability insurance policy obtained by any of PubCo, HCVI, or Greenstone.

“DGCL” means the General Corporation Law of the State of Delaware.

“Direct Anchor Investors” means certain funds and accounts managed by subsidiaries of BlackRock Financial Management Inc., Arena Capital Advisors, LLC, for and on behalf of the funds and accounts it manages, D. E. Shaw, certain funds managed by affiliates of Apollo Global Management, Inc., certain funds managed by Highbridge Capital Management, LLC and Antara Capital Total Return SPAC Master Fund LP that purchased securities of HCVI in a private placement in connection with the IPO.

“DRC” means the Democratic Republic of Congo.

“Equity Incentive Plan” means the equity incentive plan of PubCo and the material terms thereunder, a copy of which is attached to this proxy statement/prospectus as Annex C.

“Equity Incentive Plan Proposal” means the proposal by ordinary resolution to approve and adopt the Equity Incentive Plan.

“Equity Value” means (a) $500,000,000, minus (b) the indebtedness of the Group Companies on a consolidated basis at Closing, plus (c) all cash and cash equivalents of the Group Companies on a consolidated basis at Closing, plus (d) the amount of any filing fees paid by the Company in connection with the proxy statement/prospectus.

“Event” means any event, state of facts, development, change, circumstance, occurrence of effect.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient of (a) the Equity Value divided by (b) the Fully-Diluted Company Shares divided by (c) $10.00.

“Fidelity” means Fidelity Gold Refinery (Private) Limited, a company which is controlled by the Zimbabwean authorities.

“Founder Shares” mean the Class B common stock of HCVI, par value $0.0001 per share.

“Fully-Diluted Company Shares” means as of immediately prior to the effective time of the Company Merger the sum of (i) the aggregate number of Company Shares that are issued and outstanding plus (ii) the aggregate number of Company Shares issuable (on an as-converted and net-exercised basis) upon the exercise or conversion, as applicable, of any and all unvested and vested stock-based compensation instruments, securities, instruments, or similar items convertible into Company Shares.

“Governmental Authority” means the government of any nation, province, state, city, locality, or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory (including as to mining, land, environmental, licensing, permit, lease, employment, and corporate rescue matters), taxing, or administrative functions of, or pertaining to, any government, regulation, or compliance, or any arbitrator, mediator or arbitral body, any self-regulated organization, stock exchange, or quasi-governmental authority, and any company, businesses, enterprise, or other entities owned or controlled by the above Governmental Authorities.

“Greenstone” means Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands.

“Greenstone Disclosure Letter” means the disclosure letter delivered by Greenstone in connection with the Business Combination Agreement.

“Group Companies” means the Company and its subsidiaries, and “Group Company” means any of them.

“HCG” means Hennessy Capital Group LLC, a Delaware limited liability company.

“HCVI Board” means the board of directors of HCVI.

“HCVI Stockholders’ Meeting” means the stockholder meeting of HCVI with respect to the Proposals.

“How Mine” means the gold mine that is owned and operated by the How Mining Company in the entire mining area under the How Mine Lease, being the mining operations, the gold processing plant operations, and all operations and activities incidental thereto and related infrastructure established to access and mine minerals.

“How Mine Lease” means the mining lease by and between the Mining Affairs Board of Zimbabwe and the How Mining Company.

“How Mining Company” means Bulawayo Mining Company (Private) Limited, a Zimbabwe private limited company.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards, as issued by IASB.

“Initial Shareholders” mean holders of Founder Shares, which include (i) the Sponsor, with such limited liability company member interests being beneficially owned by Daniel J. Hennessy as the sole managing member of HCG, (ii) Anna Brunelle, (iii) Sidney Dillard, (iv) Walter Roloson, (v) John Zimmerman, and (vi) Rick Fearon.

“Intellectual Property” means all intellectual property, industrial property, and proprietary rights in any and all jurisdictions worldwide, including rights in: (a) patents, (b) trademarks, (c) copyrights and copyrightable works, (d) trade secrets, (e) software, (f) “moral” rights, rights of publicity or privacy, data base or data collection rights and other similar intellectual property rights, (g) registrations, applications, and renewals for any of the foregoing in (a) – (f), and (h) all rights in the foregoing.

“Interim Period” means the period from the date of the Business Combination Agreement through the earlier of the Closing or valid termination of the Business Combination Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means HCVI’s initial public offering of SPAC Units, consummated on October 1, 2021.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign, or multinational statute, constitution, common law, ordinance, code, decree, order, judgment, rule, regulation, ruling, or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any Governmental Authority.

“Mazowe Mine” means the gold mine being, and to be, redeveloped, constructed, owned and operated by the Mazowe Mining Company in the entire mining area under the Mazowe Mine Lease, being the mining operations, the gold processing plant operations, and all operations and activities incidental thereto and related infrastructure established to access and mine minerals.

“Mazowe Mine Lease” means the mining lease by and between the Mining Affairs Board of Zimbabwe and the Mazowe Mining Company.

“Mazowe Mining Company” means Mazowe Mining Company (Private) Limited, a Zimbabwe private limited company (formerly known as Gold Fields of Mazowe (Private) Limited).

“Mergers” means, collectively, the SPAC Merger and the Company Merger.

“Minimum Cash Condition” means the Available SPAC Cash equaling no less than $25,000,000.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Non-Binding Governance Proposals” means two separate proposals by ordinary resolution to approve, on a non-binding advisory basis, upon certain material differences between HCVI’s existing organizational documents and the PubCo Organizational Documents.

“Other Anchor Investors” means four unaffiliated “qualified institutional buyers” or “institutional accredited investors,” as defined in Rule 144A and Regulation D, respectively, under the Securities Act that purchased securities of the HCVI in a private placement in connection with the IPO.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Permitted Financing,” “PIPE,” or “PIPE Investment” means one or more financings entered prior to or in connection with the Closing by PubCo, HCVI and/or any of the Group Companies, on the one hand, and certain investors, on the other hand, in each case pursuant to Permitted Financing Agreements.

“Permitted Financing Agreements” means one or more financing agreements which may be entered into among PubCo, HCVI, and/or any of the Group Companies, on the one hand, and certain investors, on the other hand, prior to or in connection with the Closing.

“Plan of Merger” means the plan of company merger attached hereto as Annex B.

“Polar” means Polar Multi-Strategy Master Fund.

“Polar Subscription Agreements” means (1) a certain subscription agreement (the “Polar Subscription Agreement I”), dated October 13, 2023, by and among HCVI, HCG, the Sponsor and Polar and (2) a certain subscription agreement (“Polar Subscription Agreement II”), dated January 16, 2024, by and among HCVI, the Sponsor, Daniel J. Hennessy and Polar.

“Proposals” means the Business Combination Proposal, the Non-Binding Governance Proposals, the Equity Incentive Plan Proposal, and, if presented, the Adjournment Proposal.

“PubCo” means Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands, and its consolidated subsidiaries after giving effect to the Business Combination.

“PubCo Board” means the board of directors of PubCo.

“PubCo Ordinary Shares” means the ordinary shares of PubCo, as described in the PubCo Organizational Documents.

“PubCo Organizational Documents” means the Second Amended and Restated Memorandum and Articles of Association of PubCo, in the form attached hereto as Annex D and as will be in effect as of the Closing.

“PubCo Warrant” means a warrant (i.e., a stock acquisition right) to purchase one PubCo Ordinary Share.

“PubCo Warrant Agreement” means the SPAC Warrant Agreement once assigned to PubCo pursuant to the Warrant Assumption Agreement.

“Public Stockholders” means the holders of Public Shares that were originally issued as part of the SPAC Units sold in the IPO.

“RBZ” means the Reserve Bank of Zimbabwe.

“Redemption Rights” means the redemption rights provided for in Article IX of the SPAC Charter.

“Redwing Mine” means the gold mine being, and to be, redeveloped, constructed, owned, and operated by the Redwing Mining Company in the entire mining area under the Redwing Mine Lease, being the mining operations, the gold processing plant operations, and all operations and activities incidental thereto, and related infrastructure established to access and mine minerals.

“Redwing Mine Lease” means the mining lease between the Mining Affairs Board of Zimbabwe and the Redwing Mining Company.

“Redwing Mining Company” means Redwing Mining Company (Private) Limited, a Zimbabwe private limited company.

“Registration Rights and Lock-up Agreement” means that certain registration rights and lock-up agreement to be entered into by and among PubCo, the Initial Shareholders and the Company Shareholders at Closing, substantially in the form attached hereto as Annex E.

“RTG” means the Zimbabwe dollar.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholder Support Agreement” means each of the shareholder support agreement, entered concurrently with the execution and delivery of the Business Combination Agreement, by and among Greenstone, HCVI, and the Company Requisite Shareholder, as may be amended, modified, or supplemented from time to time.

“SPAC” or “HCVI” means Hennessy Capital Investment Corp. VI, a Delaware corporation.

“SPAC Acquisition Proposal” means (a) any, direct or indirect, acquisition, merger, domestication, reorganization, business combination, or similar transaction, in one transaction or a series of transactions, involving HCVI or involving all or a material portion of the assets, equity securities, or businesses of HCVI (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer, or otherwise) or (b) any equity or similar investment in HCVI or any of its controlled affiliates; in each case, other than the Transactions.

“SPAC Bylaws” means the bylaws of HCVI.

“SPAC Charter” means the Amended and Restated Certificate of Incorporation of HCVI, filed with the Secretary of State of the State of Delaware on September 28, 2021, as amended by the First Amendment to the Amended and Restated Certificate of Incorporation, dated as of September 29, 2023, the Second Amendment to the Amended and Restated Certificate of Incorporation, dated as of January 10, 2024, the Third Amendment to the Amended and Restated Certificate of Incorporation, dated as of September 30, 2024, the Fourth Amendment to the Amended and Restated Certificate of Incorporation, dated as of September 30, 2024, and as may be further amended, modified, or supplemented from time to time.

“SPAC Class A Common Stock” or “Public Shares” means Class A common stock of HCVI, par value $0.0001 per share, as further described in the SPAC Charter.

“SPAC Class B Common Stock” means Class B common stock of HCVI, par value $0.0001 per share, as further described in the SPAC Charter.

“SPAC Class B Conversion” means the automatic conversion of each Founder Share into one Public Share, in accordance with the terms of the SPAC Charter.

“SPAC Common Stock” means, collectively, SPAC Class A Common Stock and SPAC Class B Common Stock.

“SPAC Disclosure Letter” means the disclosure letter delivered by HCVI in connection with the Business Combination Agreement.

“SPAC Material Adverse Effect” means any Event that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets and liabilities, results of operations, or financial condition of HCVI or (ii) would prevent HCVI from consummating the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “SPAC Material Adverse Effect”: (a) any change in applicable Laws or U.S. GAAP or any interpretation thereof following the date of the Business Combination Agreement; (b) any change in interest rates or economic, political, business, or financial market conditions generally; (c) the taking or refraining from taking, as respectively applicable, of any action (1) expressly required to be taken, as respectively applicable, under the Business Combination Agreement or the Transaction Documents so as not to constitute a breach of the Business Combination Agreement or any Transactional Document, (2) which the Company has requested in writing, or (3) to which the Company has consented in writing; (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions, or similar occurrences), epidemic or pandemic, acts of nature, or change in climate; (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national, or international political conditions, riots, or insurrections; (f) any Events that are cured by HCVI prior to the Closing; (g) the announcement or consummation of the Business Combination Agreement or the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on HCVI’s relationships, contractual or otherwise, with any Governmental Authority, third parties, or other person; (h) the number of Public Stockholders who exercise, or who have exercised, their Redemption Right or the failure to obtain the SPAC Stockholders’ Approval, (i) any Events generally applicable to publicly traded special purpose acquisition companies, or (j) any change in the trading price or volume of the SPAC Units, Public Shares, or Public Warrants (provided that the underlying causes of such changes referred to in (j) may be considered in determining whether there is a SPAC Material Adverse Effect, except to the extent such cause is within the scope of any other exception within this definition); provided, however, that in the case of each of (b), (d), (e) and (i), any such Event to the extent it disproportionately affects HCVI relative to other publicly traded special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to have, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to HCVI, the number of Public Stockholders who exercise their Redemption Right or the failure to obtain the SPAC Stockholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect.

“SPAC Merger” means the merging of SPAC Merger Sub with and into HCVI pursuant to the DGCL, with HCVI surviving the SPAC Merger as a wholly-owned subsidiary of PubCo.

“SPAC Merger Effective Time” means filing Certificate of Merger with the Secretary of State of the State of Delaware.

“SPAC Merger Sub” means Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo.

“SPAC Private Placement Warrants” means, collectively, the SPAC Warrants issued to the Sponsor and certain Anchor Investors at a price of $1.50 per warrant in a private placement.

“SPAC Public Warrants” or “Public Warrants” means, collectively, the outstanding and unexercised warrants, other than SPAC Private Placement Warrants, issued by HCVI to acquire SPAC Class A Common Stock.

“SPAC Stockholder” means any holder of any shares of SPAC Common Stock and preferred stock of HCVI.

“SPAC Stockholders’ Approval” means the vote of SPAC Stockholders required to approve the Proposals, as determined in accordance with applicable Laws and the SPAC Charter.

“SPAC Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by or on behalf of HCVI, the Sponsor, or their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation, and consummation of a business combination (including the Transactions) or otherwise in connection with HCVI’s operation, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants, and other advisors and service providers, and (b) HCVI’s working capital loans, and (c) any and all filing fees payable by the HCVI to the Governmental Authorities in connection with the Transactions.

“SPAC Transaction Expenses Cap Excess” means the dollar amount by which the applicable SPAC Transaction Expenses as of the Closing exceed $8,000,000.

“SPAC Unit” means a unit issued by HCVI in the IPO and the exercise of the underwriters’ overallotment option each considering of one share of SPAC Class A Common Stock and one-third of a SPAC Warrant.

“SPAC Unit Separation” means the detachment of each SPAC Unit issued and outstanding immediately prior to the effective time of the SPAC Merger and the holder thereof shall be deemed to hold one Public Share and one-third of one Public Warrant in accordance with the terms of the applicable SPAC Unit.

“SPAC Warrant” means a SPAC Public Warrant or a SPAC Private Placement Warrant, as applicable.

“SPAC Warrant Agreement” means the Warrant Agreement, dated as of September 28, 2021, by and between HCVI and Continental, as amended, modified, or supplemented from time to time.

“Sponsor” means Hennessy Capital Partners VI LLC, a Delaware limited liability company.

“Sponsor Earnout Period” means the period commencing on the date that is 150 days after the Closing Date and ending on the eighth (8th) anniversary of the Closing Date.

“Sponsor Letter Agreement” means the sponsor letter agreement entered concurrently with the execution and delivery of the Business Combination Agreement, by and among PubCo, HCVI, and the Sponsor.

“Sponsor Support Agreement” means the sponsor support agreement and deed, entered concurrently with the execution and delivery of the Business Combination Agreement, by and among HCVI, Greenstone, the Initial Shareholders, and certain other officers and directors of HCVI, as may be amended, supplemented, and/or restated from time to time.

“Transaction Documents” means, collectively, the Business Combination Agreement, the Permitted Financing Agreements, the Sponsor Support Agreement, the Shareholder Support Agreement, the Registration Rights and Lock-up Agreement, the Warrant Assumption Agreement, the Company Merger Filing Documents, the certificate of merger relating to the SPAC Merger, the Sponsor Letter Agreement, and any other agreements, documents or certificates entered into or delivered pursuant hereto and thereto, and the expression “Transaction Document” means any one of them.

“Transactions” means, collectively, the Mergers and each of the transactions contemplated by the Business Combination Agreement or any of the other Transaction Documents.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the simultaneous sale of the Private Placement Warrants.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of September 28, 2021, by and between HCVI and Continental.

“Warrant Assumption Agreement” means the Warrant Assumption Agreement to be entered into by and among PubCo, HCVI, and Continental and effective at the effective time of the SPAC Merger.

“ZiG” means Zimbabwe Gold, the official currency of Zimbabwe.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE HCVI STOCKHOLDERS’ MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the HCVI Stockholders’ Meeting and the Proposals to be presented at the HCVI Stockholders’ Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to HCVI stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the accompanying financial statements, the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the HCVI Stockholders’ Meeting, which will be held virtually, at [        ].

Q.     Why am I receiving this proxy statement/prospectus?

A.     HCVI has entered into the Business Combination Agreement with PubCo and the other parties thereto pursuant to which (i) Company Merger Sub will merge with and into Greenstone (the “Company Merger”), with Greenstone surviving the Company Merger as a wholly-owned subsidiary of PubCo, as a result of which each Company Share that is issued and outstanding immediately prior to the Company Merger Effective Time will be exchanged for such fraction of a newly issued PubCo Ordinary Share that is equal to the quotient of (a) the Equity Value, divided by the (b) Fully-Diluted Company Shares, divided by (c) $10.00 and (ii) SPAC Merger Sub will merge with and into HCVI (the “SPAC Merger”), with HCVI surviving the SPAC Merger as a wholly-owned subsidiary of PubCo, as a result of which (a) each outstanding share of SPAC Common Stock will be cancelled in exchange for the right to receive one PubCo Ordinary Share, and (b) each outstanding SPAC Warrant will become exercisable for one PubCo Ordinary Share on the same terms and conditions. For additional information regarding the Business Combination, see “The Business Combination” and “Proposal No. 1 — The Business Combination Proposal.” A copy of the Business Combination Agreement and the BCA Amendment are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively, and HCVI encourages HCVI stockholders to read both documents in their entirety.

SPAC Stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt of the Business Combination Agreement, among other proposals.

The SPAC Units, SPAC Class A Common Stock, and Public Warrants are currently listed on the Nasdaq Global Market under the symbols “HCVIU,” “HCVI,” and “HCVIW,” respectively. PubCo Ordinary Shares and PubCo Warrants are expected to trade on the Nasdaq Global Market under the ticker symbols “NAMM” and “NAMMW,” respectively, upon the Closing. At the Closing, each SPAC Unit will separate into its components consisting of one share of SPAC Class A Common Stock and one-third of a SPAC Warrant, and therefore there will be no Nasdaq listing of the SPAC Units following the consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the HCVI Stockholders’ Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of PubCo with respect to the PubCo Ordinary Shares and PubCo Warrants issuable in connection with the Business Combination.

Q:     Who is entitled to vote at the HCVI Stockholders’ Meeting?

A.     As a SPAC Stockholder, you have a right to vote on certain matters affecting HCVI. The proposals that will be presented at the HCVI Stockholders’ Meeting and upon which you are being asked to vote are summarized below and fully set forth in this proxy statement/prospectus. SPAC Stockholders will be entitled to vote or direct votes to be cast at the HCVI Stockholders’ Meeting if they owned shares of SPAC Common Stock at the close of business on [    ], 2024, which is the record date for the HCVI Stockholders’ Meeting.

Q.     What are the specific proposals that stockholders are being asked to vote on at the HCVI Stockholders’ Meeting?

A.     The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination, by and among HCVI, PubCo, SPAC Merger Sub, Company Merger Sub, and Greenstone. Pursuant to the terms of the Business Combination, the following transaction will take place: (a) the Company Merger; and (b) the SPAC Merger. Upon the Closing, HCVI and Greenstone each will become a direct wholly-owned subsidiary of PubCo, and PubCo will become a publicly traded company.

Non-Binding Governance Proposals — to consider and vote upon two separate proposals to approve, on a non-binding advisory basis, upon certain material differences between the SPAC Charter and the PubCo Organizational Documents, in the form attached hereto as Annex D and as will be in effect as of the Closing, specifically:

(A)    Number of Authorized Shares (Proposal No. 2A) — A proposal to provide that the proposed PubCo Organizational Documents increase the total number of authorized shares of all classes of capital stock to one class of stock consisting of 500,000,000 PubCo Ordinary Shares with a par value of $0.0001 each.

(B)    Removal and Appointment of Directors (Proposal No. 2B) — A proposal to provide that Namib Minerals may by ordinary resolution (defined as a resolution of a general meeting, at which a quorum is present, passed by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon in person or by proxy, and includes a unanimous written resolution) appoint any person to be a director of PubCo or may by ordinary resolution remove any director of PubCo. The directors of PubCo may appoint any person to be a director of PubCo, either to fill a vacancy or as an additional director of PubCo provided that the appointment does not cause the number of directors of PubCo to exceed any number fixed by or in accordance with the proposed charter as the maximum number of directors of PubCo.

The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve the PubCo Equity Incentive Plan and the material terms thereunder, a copy of which is attached to this proxy statement/prospectus as Annex C, which will be in effect immediately prior to the Closing.

The Adjournment Proposal — to consider and vote upon the adjournment of the HCVI Stockholders’ Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the HCVI Stockholders’ Meeting, to approve one or more proposals presented to SPAC Stockholders for vote or if the SPAC Stockholders redeem an amount of SPAC Class A Common Stock such that, together or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to Greenstone and PubCo’s obligation to consummate the Business Combination would not be satisfied.

Q.     Are any of the Proposals conditioned on one another?

A.     Each of the Non-Binding Governance Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

Q.     Why is HCVI proposing the Business Combination Proposal?

A.     HCVI is an early-stage blank check company incorporated in January 2021 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

The HCVI Board considered a wide variety of factors in connection with its evaluation of the Business Combination. The HCVI Board concluded, based on its review of the considerations in the subsection of this proxy statement/prospectus entitled “The Business Combination — HCVI’s Board of Directors’ Reasons for the Approval of the Business Combination,” that the potential benefits that it expected HCVI and SPAC Stockholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. Accordingly, the HCVI Board unanimously determined that the Business Combination Agreement and the Transactions were advisable and in the best interests of HCVI and SPAC Stockholders. See “The Business Combination — HCVI’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Q.     Why is HCVI proposing the Adjournment Proposal?

A.     HCVI is proposing the Adjournment Proposal to allow the HCVI Board to adjourn the HCVI Stockholders’ Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to SPAC Stockholders to permit further solicitation and vote of proxies in the event that, upon the

tabulated vote at the time of the HCVI Stockholders’ Meeting, there are not sufficient votes to approve one or more proposals presented to SPAC Stockholders for vote or if the SPAC Stockholders redeem an amount of SPAC Class A Common Stock such that, together or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to Greenstone and PubCo’s obligation to consummate the Business Combination would not be satisfied. In no event will the HCVI Board adjourn the HCVI Stockholders’ Meeting or consummate the Business Combination beyond the date by which it may properly do so under the SPAC Charter and Delaware law. See “Proposal No. 4 — The Adjournment Proposal” for additional information.

Q.     What are the recommendations of the HCVI Board?

A.     After careful consideration, the HCVI Board (including all independent directors) unanimously approved the Business Combination Agreement and the other Proposals described in this proxy statement/prospectus, and the HCVI Board has determined that it is advisable to consummate the Business Combination. The HCVI Board recommends that you vote “FOR” each of the Proposals described in this proxy statement/prospectus. When you consider the HCVI Board’s recommendation of these Proposals, you should keep in mind that certain HCVI directors and officers have interests in the Business Combination that may conflict with your interests as a SPAC Stockholder, as described in more detail in this proxy statement/prospectus.

Q.     What vote is required to approve the Proposals presented at the HCVI Stockholders’ Meeting?

A.     The approval of the Business Combination Proposal requires the affirmative vote (in person online, over the internet, or by proxy) of the holders of a majority of all then-outstanding shares of SPAC Common Stock entitled to vote thereon at the HCVI Stockholders’ Meeting. Accordingly, a SPAC Stockholder’s failure to vote by proxy, over the internet, or in person online at the HCVI Stockholders’ Meeting, an abstention from voting or a broker non-vote will have the same effect as a vote against these Proposals. Pursuant to the Sponsor Support Agreement, the Sponsor and certain SPAC Stockholders that, in the aggregate, hold 11,364,318 shares of SPAC Class B Common Stock (representing 100% of SPAC Class B Common Stock outstanding), have agreed to support the adoption of the Business Combination Proposal and the Business Combination. Accordingly, assuming holders of the SPAC Class B Common Stock vote all of their SPAC Class B Common Stock in accordance with such agreement, the Business Combination Proposal and the rest of the Proposals will be approved, and the failure of a holder of SPAC Class A Common Stock 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. The Business Combination Agreement was not structured to require the approval of at least a majority of unaffiliated securityholders of HCVI.

The approval of the Non-Binding Governance Proposals, the Equity Incentive Plan Proposal, and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of SPAC Common Stock that are voted at the HCVI Stockholders’ Meeting. Accordingly, assuming holders of the SPAC Class B Common Stock vote all of their SPAC Class B Common Stock in accordance with such agreement, the Business Combination Proposal, and the rest of the Proposals will be approved, a SPAC Stockholder’s failure to vote by proxy or to vote in person online at the HCVI Stockholders’ Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these proposals.

Q.     How has the announcement of the Business Combination affected the trading price of SPAC Class A Common Stock?

A.     On June 17, 2024, the trading date before announcement of the execution of the Business Combination Agreement, the SPAC Units, the SPAC Class A Common Stock, and SPAC Public Warrants closed at $11.24, $10.54, and $0.13, respectively. On [    ], 2024, the trading date immediately prior to the date of this proxy statement/prospectus, the SPAC Units, SPAC Class A Common Stock, and SPAC Public Warrants closed at $[    ], $[    ], and $[    ], respectively.

Q.     I am a SPAC Warrant holder. Why am I receiving this proxy statement/prospectus?

A.     In connection with the Business Combination, SPAC Warrants will cease to be warrants with respect to SPAC Common Stock and will become warrants to purchase PubCo Ordinary Shares at the effective time of the SPAC Merger, subject to substantially the same respective terms and conditions prior to the effective time of

the SPAC Merger. Each whole warrant will entitle the registered holder to purchase one PubCo Ordinary Share at a price of $11.50 per share, subject to certain adjustments, at any time starting 30 days after the completion of the Business Combination. See “Description of PubCo’s Securities” for additional information.

Q.     What is Greenstone?

A.     Greenstone is an established gold producer with an attractive portfolio of three high-grade, low-cost gold mines in Zimbabwe, Africa. Greenstone has an extensive track record of owning and operating gold mines spans over two decades, and its strategic footprint consists of one producing gold mine and two historically producing gold mines that it is currently positioning to restart operations.

Greenstone has significant development potential in the DRC to unlock critical battery metals in the region. In the DRC, which is an established mining jurisdiction for these metals, Greenstone has an interest in 13 exploration permits, which includes six initial drilling holes with identified copper and cobalt potential. See “Business of Greenstone and Information Related to Greenstone.”

Q.     What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus and exercise their Redemption Rights?

A.     Public Stockholders are not required to vote in respect of the Business Combination in order to exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

The table below presents the net tangible book value per SPAC Common Stock as of September 30, 2024, as adjusted in order to give effect to certain material probable or consummated transactions and other material effects in connection with the Business Combination, excluding the Business Combination itself, and assuming (i) no additional issuances of SPAC Common Stock, other than the PIPE Investment, (ii) all outstanding shares of SPAC Class B Common Stock automatically convert into PubCo Ordinary Shares at Closing on a one-to-one basis, (iii) there is a SPAC Transaction Expenses Cap Excess resulting in the Sponsor forfeiting 561,000 shares of SPAC Common Stock to HCVI, (iv) the Company has outstanding indebtedness of $1.10 million and cash and cash equivalents of $1.32 million, such balances representing the same amounts outstanding as of June 30, 2024, as of the Closing, and no filing fees are paid by the Company in connection with this proxy statement/prospectus, and (v) the consummation of a $60,000,000 PIPE Investment of SPAC Class A Common Stock at a price per share of $10.00. Certain figures included in this table have been rounded for ease of presentation and, as a result, percentages may not sum to 100%. In addition, the net tangible book value per share is adjusted for the following redemption scenarios: (i) all Public Shares are redeemed in connection with the Business Combination (the “Maximum Redemption Scenario”), (ii) 25% of the total Public Shares are redeemed in connection with the Business Combination (the “25% Redemption Scenario”), (iii) 50% of the total Public Shares are redeemed in connection with the Business Combination (the “50% Redemption Scenario”), (iv) 75% of the total Public Shares are redeemed in connection with the Business Combination (the “75% Redemption Scenario”), and (v) no redemptions by Public Stockholders (the “No Redemption Scenario”). The following table also presents the valuation of PubCo at each of the foregoing scenarios that would result in a non-redeeming Public Stockholder’s interest per share to be at least the IPO price per SPAC Class A Common Stock.

____________

(1)      The Net Tangible Book Value of HCVI is calculated as follows:

(2)      Assumes the return of capital payments pursuant to the Polar Subscription Agreements are paid in cash.

(3)      Represents (i) the 9,318,318 PubCo Ordinary Shares issuable in exchange for the Sponsor’s outstanding shares of SPAC Class B Common Stock, after giving effect to the Sponsor’s forfeitures of 1,360,000 shares of SPAC Class B Common Stock pursuant to the Sponsor Letter Agreement and of 561,000 of shares of SPAC Common Stock as a result of a SPAC Transaction Expenses Cap Excess, inclusive of any Sponsor Earnout Shares, and (ii) the 880,000 PubCo Ordinary Shares issuable to Polar pursuant to the Polar Subscription Agreements.

(4)      Includes PubCo Ordinary Shares that the Sponsor will be obligated to transfer or to sell at-cost to certain Anchor Investors and counterparties to certain non-redemption agreements.

(5)      Represents the 125,000 PubCo Ordinary Shares issuable in exchange for 125,000 shares of SPAC Class B Common Stock held by the current and former independent directors of HCVI.

(6)      Represents PubCo Ordinary Shares issuable to the Company Shareholders as the Company Shareholder Closing Consideration and excludes any Company Earnout Shares.

(7)      Calculated by multiplying the Total PubCo Ordinary Shares Outstanding at Closing by the per share IPO offering price.

Q.     What will be the relative equity stakes of SPAC Stockholders and the Company Shareholders in PubCo upon completion of the Business Combination?

A.     The following table presents the anticipated share ownership of various holders of PubCo Ordinary Shares upon the Closing without and after giving effect to the additional dilution that may be caused by the exercise of PubCo Warrants issued in exchange for SPAC Warrants, the 265,000 PubCo Ordinary Shares issuable pursuant to the Polar Subscription Agreements, PubCo Ordinary Shares issuable under the Equity Incentive Plan, the vesting of the Company Earnout shares, and based on the following additional assumptions: (i) no additional issuances of SPAC Common Stock, other than the PIPE Investment, (ii) all outstanding shares of SPAC Class B Common Stock automatically convert into PubCo Ordinary Shares at Closing on a one-to-one basis, (iii) there is a SPAC Transaction Expenses Cap Excess resulting in the Sponsor forfeiting 561,000 shares of SPAC Common Stock to HCVI, (iv) the Company has outstanding indebtedness of $1.10 million and cash and cash equivalents of $1.32 million, such balances representing the same amounts outstanding as of June 30, 2024, as of the Closing, and no filing fees are paid by the Company in connection with this proxy statement/prospectus, and (v) the consummation of a $60,000,000 PIPE Investment of SPAC Class A Common Stock at a price per share of $10.00. Certain figures included in this table have been rounded for ease of presentation and, as a result, percentages may not sum to 100%.

No Redemption Scenario:    This scenario assumes that none of HCVI’s existing Public Stockholders exercise their Redemption Rights in connection with the Business Combination with respect to their Public Shares.

25% Redemption Scenario:    This scenario assumes that 819,113 Public Shares (representing approximately 25% of the total Public Shares outstanding) are redeemed in connection with the Business Combination.

50% Redemption Scenario:    This scenario assumes that 1,638,227 Public Shares (representing approximately 50% of the total Public Shares outstanding) are redeemed in connection with the Business Combination.

75% Redemption Scenario:    This scenario assumes that 2,457,339 Public Shares (representing approximately 75% of the total Public Shares outstanding) are redeemed in connection with the Business Combination.

Maximum Redemption Scenario:    This scenario assumes that all Public Shares are redeemed in connection with the Business Combination (the “Maximum Redemption Scenario”). The number of shares redeemed reflects the maximum number of Public Shares that can be redeemed and assumes the amount of the PIPE Investment will equal or exceed the amount required to satisfy the Minimum Cash Condition. The Minimum Cash Condition takes into account the sum of the amount of cash available in the Trust Account following the HCVI Stockholders’ Meeting (after deducting the amount required to satisfy the amount payable to Public Stockholders exercising their Redemption Rights) plus the aggregate financing amounts under all PIPE Investments.

____________

Notes: —

*                          Less than 1%.

(1)      Represents (i) the 9,318,318 PubCo Ordinary Shares issuable in exchange for the Sponsor’s outstanding shares of SPAC Class B Common Stock, after giving effect to the Sponsor’s forfeitures of 1,360,000 shares of SPAC Class B Common Stock pursuant to the Sponsor Letter Agreement and of 561,000 of shares of SPAC Common Stock as a result of a SPAC Transaction Expenses Cap Excess, inclusive of any Sponsor Earnout Shares, and (ii) the 880,000 PubCo Ordinary Shares issuable to Polar pursuant to the Polar Subscription Agreements.

(2)      Includes PubCo Ordinary Shares that the Sponsor will be obligated to transfer or to sell at-cost to certain Anchor Investors and counterparties to certain non-redemption agreements.

(3)      Represents the 125,000 PubCo Ordinary Shares issuable in exchange for 125,000 shares of SPAC Class B Common Stock held by the current and former independent directors of HCVI.

(4)      Represents (i) the 7,212,394 PubCo Ordinary Shares issuable upon the exercise of PubCo Warrants upon the conversion of the outstanding SPAC Private Placement Warrants, (ii) the up to 133,333 PubCo Ordinary Shares issuable upon exercise of the PubCo Warrants into which the outstanding balance of the Sponsor’s working capital loan may be converted, at the option of the Sponsor, and (iii) 11,364,318 PubCo Ordinary Shares issuable upon the exercise of the PubCo Warrants upon conversion of the outstanding SPAC Public Warrants.

(5)      Represents additional PubCo Ordinary Shares issuable to the Company Shareholders upon achievement of certain operational milestones. See “The Business Combination Agreement — Consideration; Conversion of Securities — Company Earnout.”

(6)      Represents the PubCo Ordinary Shares issuable to Polar as the return of capital payments pursuant to the Polar Subscription Agreements if Polar elects to be paid fully in PubCo Ordinary Shares instead of cash.

(7)      Represents the PubCo Ordinary Shares issuable under the Equity Incentive Plan.

Q:     Will my rights as a shareholder of PubCo be different from my rights as a SPAC Stockholder?

A.     Yes, there are certain material differences between your rights as a SPAC Stockholder and your rights as a holder of PubCo Ordinary Shares. You are urged to read the sections entitled “Description of PubCo’s Securities” and “Comparison of Shareholder Rights.”

Q.     Who will be the officers and directors of HCVI if the Business Combination is consummated?

A.     Pursuant to the Business Combination Agreement, immediately following the SPAC Merger Effective Time, the PubCo Board will consist of (i) one (1) director designated in writing by the Sponsor, reasonably acceptable to Greenstone and qualifying as an independent director, and (ii) such other directors designated in writing by Greenstone, after consultation with HCVI. The PubCo Board as of immediately following the SPAC Merger Effective Time will comply with Nasdaq rules and will be divided into three (3) classes of directors with staggered terms. The composition of such classes and the committee membership of the directors will be determined by Greenstone. The management team of PubCo as of immediately following the SPAC Merger Effective Time will consist solely of Greenstone’s current management team. See “Management of PubCo After the Business Combination” for additional information.

Q.     Did the HCVI Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.      HCVI retained EntrepreneurShares to render an opinion to the HCVI Board. The EntrepreneurShares opinion confirmed that, as of June 17, 2024, the total consideration to be issued or paid in the Business Combination to the stockholders of Greenstone is fair from a financial point of view to the holders of SPAC Common Stock (other than the Sponsor, any of its affiliates and any other holder of SPAC Class B Common Stock) and Greenstone had a fair market value equal to at least 80% of the amount of funds held by HCVI in its Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account). See “The Business Combination — Fairness Opinion from EntrepreneurShares” for additional information.

Q.     What interests do HCVI’s current officers and directors and other parties have in the Business Combination?

A.     The Sponsor and HCVI’s current and former executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of other SPAC Stockholders generally. These interests include:

•        the beneficial ownership of the Sponsor and certain members of the HCVI Board and officers of an aggregate of (a) 11,339,318 shares of SPAC Class B Common Stock, which were acquired for an aggregate purchase price of approximately $25,000 prior to the IPO (inclusive of the number of shares of SPAC Class B Common Stock that the Sponsor has previously agreed to transfer to third-party investors in HCVI at the Closing), which shares would likely be worthless if HCVI

is unable to effectuate an initial business combination by the Business Combination Deadline (unless such date is extended in accordance with the SPAC Charter) and HCVI is therefore required to liquidate, as shares of SPAC Class B Common Stock are not entitled to participate in any redemption or liquidation of the Trust Account and (b) (i) 2,359,217 SPAC Private Placement Warrants, which were acquired for an aggregate purchase price of approximately $3.5 million simultaneously with the consummation of the IPO and (ii) 100,000 SPAC Private Placement Warrants, which were acquired for an aggregate purchase price of up to $150,000 (as described further under HCVI Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Events — Subscription Agreements”), which warrants would become worthless if HCVI does not complete an initial business combination within the Business Combination Deadline. Such shares of SPAC Class B Common Stock and SPAC Private Placement Warrants have an aggregate market value of approximately $[    ] million and $[    ] million, respectively, based on the closing price of SPAC Class A Common Stock of $[    ] and SPAC Public Warrants of $[    ] on Nasdaq on [    ], the record date for the HCVI Stockholders’ Meeting;

•        each of HCVI’s officers and directors is a member of the Sponsor, and Daniel J. Hennessy, the Chairman and Chief Executive Officer of HCVI, is the ultimate beneficial owner with voting and investment discretion with respect to the shares of SPAC Common Stock held by the Sponsor;

•        the continued indemnification of current directors and officers of HCVI and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and HCVI’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on HCVI’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. As of November 30, 2024, the current directors or officers of HCVI had not incurred any expenses which they expect to be reimbursed at the Closing;

•        the fact that at the Closing, PubCo, the Sponsor, and certain of HCVI’s current and former directors and officers will enter into the Registration Rights and Lock-Up Agreement, which, among other things, provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties following the consummation of the Business Combination and will amend the existing transfer restrictions under the Sponsor Letter Agreement;

•        the fact that the Sponsor, an affiliate of the Sponsor or HCVI’s officers and directors may, but are not obligated to, provide working capital loans to HCVI. The working capital loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such working capital loans may be convertible into private placement warrants to purchase shares of SPAC Class A Common Stock at a price of $1.50 per warrant. If HCVI completes a business combination, HCVI will repay the working capital loans out of the proceeds of the Trust Account released to PubCo. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, HCVI may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. As of September 30, 2024, $200,000 of working capital loans payable to the Sponsor were outstanding;

•        the fact that pursuant to the Polar Subscription Agreement II, in the event that Polar’s $1.75 million capital contribution is not repaid in full within 30 calendar days of HCVI’s liquidation or within five business days of the closing of an initial business combination, Daniel J. Hennessy, Chairman and Chief Executive Officer of HCVI, is required (in his individual capacity) to pay Polar a cash amount equal to the portion of the $1.75 million capital contribution that is not repaid by HCVI;

•        the fact that the Sponsor is entitled to $15,000 per month for office space, utilities, and secretarial and administrative support to HCG, an affiliate of the Sponsor;

•        the anticipated election of Daniel J. Hennessy as a director of PubCo in connection with the consummation of the Business Combination. As such, in the future, such director may receive any cash fees, share options or share awards that the PubCo Board determines to pay to such director;

•        the fact that Nicholas Petruska, the former Executive Vice President and Chief Financial Officer of HCVI, Greg Ethridge, the former President and Chief Operating Officer and director of HCVI, and Daniel Zlotnitsky, former Vice President of an affiliate of the Sponsor, HCG, in his capacity as an independent contractor service provider to HCVI, are entitled to receive, assuming the satisfaction of certain conditions, an aggregate of approximately $1.19 million in deferred compensation that is payable upon the closing of an initial business combination and such amount would be forfeited if HCVI does not complete an initial business combination prior to the Business Combination Deadline; and

•        the fact that the Sponsor and HCVI’s officers and directors will lose their entire investment in HCVI and Daniel J. Hennessy (in his individual capacity) likely will be required to repay all or a portion of Polar’s $1.75 million capital contribution (as described above) if an initial business combination is not completed prior to the Business Combination Deadline.

The HCVI Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to HCVI’s stockholders that they approve the Business Combination. Public Stockholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their rights of redemption.

Greenstone and its officers and directors have financial interests that are different from, or in addition to, the interests of unaffiliated HCVI stockholders, which could cause the Company to pursue terms in the Business Combination that are less favorable to non-redeeming stockholders; Greenstone’s directors and officers do not owe a fiduciary duty to HCVI stockholders. The anticipated continuation of Greenstone’s existing directors and officers, Messrs. Tall, Sikwila, and Mchunu, as directors and officers of PubCo, may entitle such directors and officers to receive cash fees, stock options, stock awards, or other renumeration that the PubCo Board determines to pay them for their services as directors and officers. The current directors and executive officers of Greenstone beneficially own approximately 15.9% of the outstanding ordinary shares of Greenstone, and upon the consummation of the Business Combination, will hold PubCo Ordinary Shares, representing, assuming a No Redemption Scenario, approximately 11.4% of PubCo Ordinary Shares post-Closing. See “Security Ownership of Certain Beneficial Owners and Management.” In addition, upon Closing, the current directors and executive officers of Greenstone will be entitled to receive 15.9% of the Company Earnout Shares due to their current 15.9% ownership of Greenstone. See “The Business Combination Agreement — Consideration; Conversion of Securities — Company Earnout.”

Q.     What interests does Jett Capital Advisors LLC (“Jett”) have in the Business Combination?

A.     In addition to the interests of the Initial Shareholders and HCVI’s other current officers and directors in the Business Combination, you should be aware that HCVI’s agent and advisor, Jett, has financial interests that may conflict with your interests. Jett is serving as the non-exclusive financial advisor to HCVI and is entitled to a cash fee equal to $3.5 million from immediately available funds upon the Closing as compensation for its services to HCVI.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including that SPAC Stockholders have approved and adopted the Business Combination Agreement and that no Group Company be in bankruptcy, receivership, administration, corporate rescue, or similar proceedings. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see “The Business Combination Agreement — Closing and Conditions to the Closing.”

Q.     Do Greenstone’s shareholders need to approve the Business Combination?

A.     Yes. Concurrently with the execution and delivery of the Business Combination Agreement, the Company Requisite Shareholder, SPAC, and Greenstone entered into the Shareholder Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Company Requisite Shareholder agreed to (a) vote all Company Shares held by the Company Requisite Shareholder in favor of the Business Combination Agreement and the Transactions and against any other transactions or proposals intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect, would reasonably be expected to result in the

failure of any closing conditions of the Business Combination Agreement or would otherwise result in a breach of any of the representations, warranties, covenants or other obligations or agreements of the parties to the Business Combination Agreement, (b) adopt prior to the Closing a written resolution approving the Business Combination Agreement and the other transaction documents and approving the Mergers and other Transactions and adopting the PubCo Organizational Documents to be in effect as of the Closing, (c) take all actions reasonably necessary to consummate the Transactions, and (d) not transfer any Company Shares held by the Company Requisite Shareholder, subject to certain exceptions. For further information, please see “Certain Agreements Related to The Business Combination — Shareholder Support Agreement.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the HCVI Stockholders’ Meeting which is set for [        ] Eastern time, on [        ], 2024; however, the HCVI Stockholders’ Meeting could be adjourned, as described above. For a description of the conditions to the completion of the Business Combination, see “The Business Combination Agreement — Closing and Conditions to the Closing; The Business Combination Agreement — Termination.”

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and HCVI does not consummate an initial business combination by the Business Combination Deadline or it will be required to dissolve and liquidate and the SPAC Warrants will expire worthless.

Q.     What happens if I sell my shares of SPAC Class A Common Stock before the HCVI Stockholders’ Meeting?

A.     The record date for the HCVI Stockholders’ Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of SPAC Class A Common Stock after the record date, but before the HCVI Stockholders’ Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the HCVI Stockholders’ Meeting. However, you will not be entitled to receive any PubCo Ordinary Share following the Closing because only HCVI’s stockholders on the date of the Closing will be entitled to receive PubCo Ordinary Shares in connection with the Closing.

Q.     Do I have redemption rights?

A.     HCVI will provide Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of HCVI’s initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of HCVI’s initial business combination, including interest (net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described in the section of this proxy statement/prospectus entitled “Business of HCVI and Certain Information About HCVI — Redemption Rights for Public Stockholders Upon Completion of HCVI’s Initial Business Combination.

There will be no Redemption Rights upon the completion of HCVI’s initial business combination with respect to SPAC Warrants.

Q.     Is there a limit on the number of shares I may redeem?

A.     A Public Stockholder, together with any of his, her, or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her, or its Public Shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of SPAC Class A Common Stock sold in the IPO.

Q.     Will how I vote affect my ability to exercise Redemption Rights?

A.     No. Each Public Stockholder may elect to redeem its SPAC Common Stock without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Q.     How do I exercise my Redemption Rights?

A.     In order to exercise your Redemption Rights, you must, prior to 5:00 p.m. Eastern time on [      ], 2024 (two business days before the HCVI Stockholders’ Meeting):

•        Submit a request in writing that HCVI redeem your SPAC Class A Common Stock for cash to Continental, HCVI’s transfer agent; and

•        Deliver your SPAC Class A Common Stock either physically or electronically through DTC to Continental.

The address of Continental is listed under the question “Who can help answer my questions?” below.

Public Stockholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental. It is HCVI’s understanding that Public Stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, HCVI does not have any control over this process, and it may take longer than one week. Public Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your SPAC Class A Common Stock as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with HCVI’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Continental and decide within the required timeframe not to exercise your Redemption Rights, you may request that Continental return the Public Shares (physically or electronically). You may make such request by contacting Continental at the phone number or address listed under the question “Who can help answer my questions?” below.

Q.     What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A.     In the event that a U.S. holder’s shares of SPAC Common Stock are redeemed for cash pursuant to the exercise of Redemption Rights, the treatment of the redemption for U.S. federal income tax purposes depends on whether the transaction qualifies as a sale of such stock or whether the U.S. holder will be treated as receiving a corporate distribution. See “Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of Exercising Redemption Rights to U.S. Holders.”

Q.     If I hold SPAC Warrants, can I exercise redemption rights with respect to my SPAC Warrants?

A.     No. There will be no Redemption Rights upon the completion of HCVI’s initial business combination with respect to SPAC Warrants.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     No. There are no appraisal rights available to holders of SPAC Common Stock or SPAC Warrants in connection with the Business Combination.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) SPAC Stockholders who properly exercise their Redemption Rights and (ii) expenses incurred by PubCo and HCVI in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of PubCo following the Business Combination.

Q.     What do I need to do now?

A.     HCVI urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the financial statements and the annexes, and to consider how the Business Combination will affect you as a SPAC Stockholder and/or SPAC Warrant holder. SPAC Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares of SPAC Common Stock through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I vote?

A.     If you are a holder of record, there are three ways to vote your shares of SPAC Common Stock at the HCVI Stockholders’ Meeting:

•        You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares of SPAC Common Stock in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable HCVI Stockholders’ Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares of SPAC Common Stock, your shares of SPAC Common Stock will be voted as recommended by the HCVI Board. With respect to the Proposals, that means: “FOR” the Business Combination Proposal, “FOR” the Charter Proposals, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal.

•        You can vote over the internet prior to the HCVI Stockholders’ Meeting by visiting [      ] and entering the 12-digit meeting control number that is printed on your proxy card. You may vote by internet until the polls are closed during the HCVI Stockholders’ Meeting.

•        You can attend the HCVI Stockholders’ Meeting and vote in person online. However, if your shares of SPAC Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of SPAC Common Stock.

Q.     How many votes do I have?

A.     SPAC Stockholders are entitled to one vote at the HCVI Stockholders’ Meeting for each share of SPAC Common Stock held of record as of the record date. As of the close of business on the record date for the HCVI Stockholders’ Meeting, there were [    ] shares of SPAC Common Stock outstanding, of which [    ] are SPAC Class A Common Stock and [    ] are SPAC Class B Common Stock.

Q.     What will happen if I abstain from voting or fail to vote at the HCVI Stockholders’ Meeting?

A.      Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum at the HCVI Stockholders’ Meeting. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against the Business Combination Proposal and will have no effect on any of the other Proposals.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the HCVI Stockholders’ Meeting.

Q.     How can I attend the HCVI Stockholders’ Meeting?

A.     As a registered SPAC Stockholder, you received a proxy card from Continental. The form contains instructions on how to attend the HCVI Stockholders’ Meeting including the URL address [    ], along with your 12-digit control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Beneficial investors who hold shares of SPAC Common Stock through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: (917) 262-2373, or proxy@continentalstock.com.

If you do not have internet capabilities, you can listen to the HCVI Stockholders’ Meeting by dialing: (800) 450-7155 (toll-free) within the U.S. and Canada, or (857) 999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number [    ]#. This is a listen-only option, and you will not be able to vote or enter questions during the HCVI Stockholders’ Meeting.

purchase, they would identify and contact only potential selling Public Stockholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination, but only if such shares of SPAC Common Stock have not already been voted at the special meeting. Such persons would select the Public Stockholders from whom to acquire shares based on the number of shares available, the negotiated price per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction may be different than, but no greater than, the amount per share a Public Stockholder would receive if it elected to redeem its shares in connection with the Business Combination. The Sponsor or HCVI’s officers, directors, advisors, or any of their respective affiliates will purchase shares only if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor and HCVI’s officers, directors, advisors, and/or any of their respective affiliates enter into any such private purchase prior to the special meeting HCVI will file a current report on Form 8-K to disclose (i) the amount of securities purchased in any such purchases, along with the purchase price; (ii) the purpose of any such purchases; (iii) the impact, if any, of any such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or the nature of the security holders (e.g., 5% security holders) who sold their securities in any such purchases; and (v) the number of securities for which HCVI has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or HCVI’s officers, directors, advisors and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor or HCVI’s officers, directors and/or any of their respective affiliates will be restricted from making purchases of SPAC Common Stock if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

Q.     Who will solicit and pay the cost of soliciting proxies?

A.     HCVI will pay the cost of soliciting proxies for the HCVI Stockholders’ Meeting. HCVI has engaged [      ] (“[    ]”) to assist in the solicitation of proxies for the HCVI Stockholders’ Meeting. HCVI has agreed to pay [      ] a fee of up to $[    ]. Hennessy Capital will reimburse [    ] for reasonable out-of-pocket expenses and will indemnify [    ] and its affiliates against certain claims, liabilities, losses, damages, and expenses. HCVI also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of SPAC Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners SPAC Class A Common Stock and in obtaining voting instructions from those owners. HCVI’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person online. They will not be paid any additional amounts for soliciting proxies.

Q.     Who can help answer my questions?

A.     If you have questions about the Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

[    ]

You may also contact HCVI at:

Nicholas Geeza, Executive Vice President,
Chief Financial Officer and Secretary
Hennessy Capital Investment Corp. VI
PO Box 1036, 195 US HWY 50 Suite 309
Zephyr Cove, NV 89448
Tel: (775) 339-1671
Email: ngeeza@hennessycapitalgroup.com

To obtain timely delivery, SPAC Stockholders and SPAC Warrant holders must request the materials no later than five business days prior to the HCVI Stockholders’ Meeting.

•        failure to realize the anticipated benefits of the Business Combination;

•        the inability to maintain the listing of HCVI’s securities or to meet listing requirements and maintain the listing of PubCo’s securities on Nasdaq;

•        the inability to remediate the identified material weaknesses in Greenstone’s internal control over financial reporting, which, if not corrected, could adversely affect the reliability of Greenstone’s and PubCo’s financial reporting;

•        the risk that the price of PubCo’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Greenstone plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, macro-economic and social environments affecting its business, and changes in the combined capital structure;

•        the inability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations;

•        the risk that Greenstone may not be able to successfully develop its assets, including expanding the How Mine, restarting and expanding its other mines in Zimbabwe, or developing its exploration permits in the DRC;

•        the risk that Greenstone will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•        political and social risks of operating in Zimbabwe and the DRC;

•        the operational hazards and risks that Greenstone faces; and

•        the risk that additional financing in connection with the Business Combination may not be raised on favorable terms in a sufficient amount to satisfy the minimum $25 million (post-redemption) Minimum Cash Condition to the Business Combination Agreement, or at all.

The risks outlined above and others described under the section entitled “Risk Factors” are not exhaustive. In addition, as a result of a number of known and unknown risks and uncertainties, including those listed above, PubCo’s actual results or performance may be materially different from those expressed or implied by certain forward-looking statements.

These risks and uncertainties include, but are not limited to, those factors described herein under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management teams of HCVI and Greenstone prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Before any HCVI shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the HCVI Stockholders’ Meeting, such HCVI shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Greenstone and/or HCVI.

Forward-looking statements reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Accordingly, forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus.

Neither HCVI nor Greenstone undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that HCVI or Greenstone will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in HCVI’s or PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.

Risk Factors

In addition to the other information contained in (or incorporated by reference into) this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on PubCo’s business, reputation, revenue, financial condition, results of operations, and future prospects, in which event the market price of the PubCo Ordinary Shares could decline, and you could lose part or all of your investment. Unless otherwise indicated, reference in this section and elsewhere in this proxy statement/prospectus to Greenstone’s business being adversely affected, negatively impacted, or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation, financial condition, results of operations, revenue, and future prospects of PubCo.

References in this section to “we,” “our,” “us” or “Greenstone” generally refer to Greenstone Corporation.

Risks Related to Greenstone

We are subject to risks related to the development of existing and new mining projects that may adversely affect our results of operations and profitability.

Development of our existing and new mining projects may be subject to unexpected problems, costs, and delays that could impact our ability to develop or operate the relevant project as planned. For example, constraints on the supply of mining and processing equipment, increases in capital and operating costs, or reduced availability of utilities could result in delays in completing projects.

We are currently engaged in further development activities at the How Mine, the Mazowe Mine, and the Redwing Mine. The Mazowe Mine and the Redwing Mine are currently under care and maintenance and work is currently underway to restart operations there. Estimates and targets for future production at these sites are based on technical expertise, historical production, mining plans, and an understanding of the orebody of each and are subject to change. Production estimates and production targets are subject to risks associated with our mining operations and, as a result, no assurance can be given that future production estimates or targets will be achieved. Actual production may vary from estimated or targeted production for reasons which we may not be able to control.

Ultimately, we may prove unable to successfully operate existing mine sites, restart our Mazowe Mine and Redwing Mine which have paused operations since 2018 and 2019, respectively, or to develop potential exploration sites due to, for example, unanticipated variations in mined tonnages and geological conditions, accident, plant and equipment breakdown, expiration of useful life, obsolescence, replacement, changes in metal prices, changes in the cost and supply of inputs, social and community opposition, vandalism, theft, destruction, encroachment, title challenges, litigation, governmental regulatory or administrative proceedings, changes in applicable regulations or other requirements, the classification of land covered by mining titles as an environmentally-protected area, ore body grades, the inability of any such project to meet our investment hurdle rate, and delays or the inability of obtaining or renewing permits. For example, while our Mazowe Mine and Redwing Mine have been under care and maintenance programs, many of the related operational permits have expired and will need to be renewed or reissued before commercial operations may resume. Failure to comply with these requirements could result in enforcement proceedings, claims, suspension of operations, community protest and/or additional capital or operating expenditures that could adversely impact our financial condition or reputation. The remote location of mining properties, delays in obtaining or failure to obtain necessary environmental and other governmental permits and approvals, the impact of public health crises, epidemics or pandemics (for example, the Mpox epidemic, particularly in Africa, and the COVID-19 pandemic) as well as third-party legal challenges to individual mining projects and broader social or political opposition to mining may increase the cost, timing and complexity of mine development and construction.

Accordingly, our future development activities may not result in the expansion or replacement of current production, or one or more production sites or facilities may not be developed as planned or may be less profitable than anticipated or even be loss-making. A failure in Greenstone’s ability to develop and operate mining projects in accordance with, or in excess of, expectations could negatively impact its results of operations, as well as its financial condition and prospects.

We will require significant additional capital to fund our business, and no assurance can be given that such capital will be available at all or available on terms acceptable to us.

We require a substantial amount of capital to progress and develop our metals mining business. Mining requires a substantial amount of capital in order to identify and delineate mineral resources through geological mapping and drilling, identify geological features that may prevent or restrict the extraction of ore, construct extraction and processing facilities, expand production capacity, replenish reserves, purchase, maintain and improve assets, equipment, buildings, plants and other infrastructure, comply with legal or regulatory requirements or industry standards, and meet unexpected liabilities. Large amounts of capital are required to implement projects, and long-term production and processing require both significant capital expenditures and ongoing maintenance and working capital expenditures.

A substantial amount of capital will be required to restart the Mazowe Mine and the Redwing Mine, which have been in care and maintenance and not operational since 2018 and 2019, respectively, and expand such historical operations, including plant processing capacity. Such capital expenditures are anticipated to include expenditures for feasibility studies, upgrading infrastructure, pumping out water that has flooded a portion of the mines, environmental assessments, procuring and restoring equipment, and recommencing commercial operations. These capital expenditures do not include any taxes or other required payments outstanding from the Mazowe Mine and the Redwing Mine being placed in care and maintenance, such as social program funding obligations. We also expect to materially increase our capital expenditures to support the growth in our business and operations at our How Mine and to explore mining opportunities in the DRC. We may also require additional capital to fund acquisitions going forward.

Our business is based on, among other things, expectations as to future capital expenditures, and if we are unable to fund those capital expenditures, as a result of our operations being unable to generate sufficient cash flow or as a result of difficulties in raising debt or equity funding on acceptable terms or at all, we will not be able to recommence operations of the Redwing Mine and the Mazowe Mine at the planned capacity, or at all, or be able to develop future capital projects such as those in the DRC. In addition, we may be unable to develop new capital projects to continue production at cost-effective levels. Furthermore, any such reduction in capital expenditures may cause us to forgo some of the benefits of any future increases in commodity prices, as it is generally costly or impossible to resume production immediately or complete a deferred expansionary capital expenditure project.

As of June 30, 2024, Greenstone had cash and cash equivalents of $1.3 million and negative working capital of $(36.1) million, and as of June 30, 2024, after giving effect to the Business Combination and the PIPE Investment and assuming a No Redemption Scenario, we had consolidated cash and cash equivalents of $77.3 million and negative working capital of $(72.6) million on a pro forma basis. We intend to use the cash balance of the combined company following the completion of the Business Combination and the proceeds of the PIPE Financing to finance a portion of our continued development.

It is possible that we will borrow money to finance future capital expenditures or for other uses. Our capital expenditures financed by borrowing may increase our leverage and make it more difficult for us to satisfy our obligations, limit our ability to obtain additional financing to operate our business, or require us to dedicate a substantial portion of our cash flow to make payments on our debt. This may reduce our ability to use our cash flow to fund working capital, capital expenditures, and other general corporate requirements.

Any future debt we incur and other agreements we enter into may contain, among other provisions, covenants that restrict our ability to finance future operations or capital needs or to engage in other business activities. Given the long-term nature of such agreements, these covenants and restrictions may present a material constraint on our operational and strategic flexibility and may preclude us from entering into strategic transactions that would be beneficial to us. A breach of any of these covenants could result in an event of default under the relevant agreement, and any such event of default or resulting acceleration under such agreements could result in an event of default under other agreements.

Our Mineral Resource and Mineral Reserve estimates may be materially different from mineral quantities we may ultimately recover, our life-of-mine estimates may prove inaccurate, and changes in operating and capital costs may render mineral resources uneconomic to mine.

We have reported our mineral resources in accordance with the requirements of the Modernization of Property Disclosures for Mining Registrants set forth in Regulation S-K 1300. There are numerous uncertainties inherent in estimating quantities of mineral resources and in projecting potential future mineral reserves and rates of mineral production, including many factors beyond our control. The accuracy of any mineral resource and mineral reserves

estimate is a function of a number of factors, including the quality of the methodologies employed, the quality and quantity of available data and geological interpretation and judgment, and is also dependent on economic conditions, such as commodity prices and exchange rates, and market prices being generally in line with estimates.

Furthermore, estimates of different geologists and mining engineers may vary, and results of our mining and production subsequent to the date of an estimate may lead to revision of estimates due to, for example, fluctuations in the market price of ores and metals, reduced metal recovery or increased production costs due to inflation or other factors which may render mineral resources containing lower grades of mineralization uneconomic to exploit and may ultimately result in a restatement of mineral resources and may adversely impact future cash flows. Mineral Resource and Mineral Reserve estimates are based on limited sampling and, consequently, are uncertain as the samples may not be representative of the entire body of mineralization. As a better understanding of a body of mineralization is obtained, the estimates may change significantly. The mineral reserves we ultimately exploit may not conform to geological, metallurgical, or other expectations and the volume and grade of ore recovered may be below the estimated levels. Mineral resources data is not indicative of future production.

Developing new properties requires substantial capital expenditures to identify and delineate mineral resources through geological and geotechnical surveying and drilling, to identify geological features that may prevent or restrict the extraction of ore, to determine the metallurgical processes to extract the metals from the ore, and to construct mining and processing facilities. Accordingly, it may not always be possible or economical to conduct such exercises at regular intervals or at all in the future.

There can be no assurance that we will in the long term be able to identify additional mineral resources and reserves or continue to extend the mine life of our existing operations. Without such additional mineral resources and reserves, any increase in the level of annual production would therefore shorten the life of our existing operations. Any failure to identify, delineate and realize mineral resources and reserves in the future could have an adverse effect on our business, financial condition, results of operations, prospects, or liquidity.

Our ability to replenish Mineral Reserves is subject to uncertainty and risks inherent in exploration, technical and economic pre-feasibility and feasibility studies and other project evaluation activities as well as competition within the industry for exploration, development, and operational projects which meet our investment criteria.

We must continually replenish Mineral Reserves depleted by mining and production to maintain or increase production levels in the long term. This process includes exploration activities that are speculative in nature. Our ability to sustain or increase our present levels of gold production depends in part on the success of our exploration activities and related projects and we may be unable to sustain or increase such production levels. Project studies and exploration activities necessary to determine the current or future viability of a mining operation, including estimates of tonnages, grades, and metallurgical characteristics of the ore, are often unproductive and unpredictable. Such activities often require substantial expenditure on exploration drilling to establish the presence, extent, and grade (metal content) of mineralized material. Following, and in parallel with, ongoing exploration activities we undertake project studies to estimate the technical and economic viability of mining projects and to determine appropriate mining methods and metallurgical recovery processes. For example, for the restart of the Mazowe Mine and the Redwing Mine, we anticipate completing feasibility studies to evaluate the current technical and economic potential of the mines. Additionally, estimates of Mineral Resources may not be converted to Mineral Reserves in amounts anticipated or at all.

Once mineralization is discovered, it may take several years to determine whether an adequate Mineral Reserve exists, during which time the economic viability of the project may change due to fluctuations in factors that affect both revenue and costs.

Mining is inherently hazardous and the related risks of events that cause disruptions to our mining operations may adversely impact the environment or the health, safety, or security of our workers or the local community, production, cash flows, and overall profitability.

Gold mining operations are subject to risks of hazards and other events that may adversely impact our ability to produce gold and meet production and cost targets, and our level of profitability, if any, in future years may be materially impacted. These hazards and events include, but are not limited to:

•        accidents or incidents, including due to human error, during exploration, production, drilling, blasting, or transportation resulting in injury, disease, loss of life, or damage to equipment or infrastructure;

•        air, land, and water pollution;

•        social or community disputes or interventions;

•        security, environmental, or safety incidents, including as the result of the activities of artisanal or illegal miners, trespassers, squatters, and other forms of encroachment;

•        surface or underground fires or explosions;

•        labor force disputes and disruptions;

•        loss of information integrity or data;

•        mechanical failure or breakdowns and ageing infrastructure;

•        failure of unproven or evolving technologies;

•        unusual or unexpected geological formations, ground conditions, including lack of mineable face length and ore-pass blockages;

•        fall-of-ground accidents in underground operations;

•        cave-ins, sinkholes, subsidence, rock falls, rock bursts, or landslides;

•        failure of mining pit slopes, heap-leach facilities, water or solution dams, waste stockpiles, and tailings facility walls;

•        flooding or inundation of mine pits, shafts, or tunnels;

•        safety-related stoppages;

•        seismic activity; and

•        other natural phenomena, such as floods, droughts, or other weather conditions, potentially exacerbated by climate change.

For example, over the last several years there have been several accidents at the mines, the vast majority of which were the result of illegal mining activities at the Redwing Mine and the Mazowe Mine. In 2024, 15 illegal artisanal miners were trapped for three days at the Redwing Mine before being rescued and over 30 have died at the Mazowe Mine or the Redwing Mine in various incidences related to illegal mining activity, including cave-ins and a blasting incident. However, we are not able to track all incidences from illegal mining due to the nature of the activity. We continue our efforts to secure the Redwing Mine and Mazowe Mine from trespassers and illegal miners and to coordinate with governmental authorities as appropriate.

In addition, there have been safety incidences at the How Mine resulting from our ongoing mining operations. For example, in 2019, there was an accident at the How Mine involving a rock fall during a shaft examination that resulted in the fatality of one employee and injuries to four others. More recently, in 2023 and through October 31, 2024, there were a combined total of four lost-time injuries and several minor accidents due to rock falls and machinery that did not result in lost time. The Company conducts training sessions in order to promote safety protocols in an effort to reduce such incidences.

Further, in 2018, the Mazowe Mine suffered flooding which caused damage to mining shafts, a common issue for mining operations. Similarly, in 2015 the Redwing Mine experienced significant flooding, leading to a suspension of operations and causing substantial damage to submerged equipment and rendered developed mineable reserves inaccessible.

Further, environmental, health, and safety legislation applicable to us could suspend part or all of our operations. Environmental, health, and safety incidents could therefore lead to increased unit production costs or lower production which could negatively affect our business, operating and/or financial results.

As a result of the foregoing, our exploration, development, and production activities in Zimbabwe and our exploration of mining opportunities in the DRC may be substantially affected by factors beyond our control, any of which could materially adversely affect our financial position or results from operations. Additional flooding or other natural hazards may occur in the future.

Theft of the mineral concentrate, final metals, and production inputs may occur. These activities are difficult to control, can disrupt our business and can expose us to liability.

We may experience trespassers, illegal and artisanal mining activities, and theft of metals bearing materials (which may be by employees or third parties) and final metallic products, or theft of or damage to infrastructure such as water pumps and environmental monitoring equipment. The activities of trespassers and illegal and artisanal miners could lead to reduction of mineral resources, potentially affecting the economic viability of mining certain areas and shortening the lives of the operations as well as causing possible operational disruption, project delays, disputes with illegal miners and communities, pollution, or damage to property for which we could potentially be held responsible, leading to fines or other costs. Rising metal prices may result in an increase in mineral and metal theft. Further, in the case of any mineral projects which we may acquire in the future and which have historically had mining activity, we face an increased risk of theft with artisanal miners.

During the period in which the Mazowe Mine and the Redwing Mine were under corporate rescue, illegal miners operated in the mines and dug open pits which were left unfilled. While we intend to backfill the pits in compliance with applicable laws, such acts negatively impact our operations and efforts to restart the mines. In addition, there is a risk of unauthorized third-party miners encroaching on our properties, and evictions of such unauthorized third-party miners may take time to complete. The occurrence of any of these events could have a material adverse effect on our business, financial condition, results of operations, prospects, or liquidity.

The assets and operations of Greenstone are subject to political, economic, and other uncertainties as a result of being located in Zimbabwe and the DRC.

Greenstone’s projects are located in Zimbabwe, and we are exploring mining opportunities in the DRC. The assets and operations of Greenstone may therefore be subject to various political, economic, and other uncertainties, including, among other things, the risks of war and civil unrest, hostage taking, terrorist actions, expropriation, nationalization, renegotiation or nullification of existing licenses, delays in obtaining government permits, approvals and contracts, taxation policies, sudden and arbitrary changes to laws and regulations, foreign exchange and repatriation restrictions, corruption and bribery, changing political conditions, international monetary fluctuations, currency controls, and limitations on foreign ownership and foreign governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political climate in Zimbabwe and the DRC may adversely affect Greenstone’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and mine safety. Failure to comply strictly with applicable laws, regulations, and local practices relating to mineral rights could result in loss, reduction, or expropriation of entitlements. In addition, in the event of a dispute arising from operations in Zimbabwe or the DRC, Greenstone may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or elsewhere. Greenstone also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for Greenstone to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on Greenstone’s operations. Should Greenstone’s rights or its titles not be honored or become unenforceable for any reason, or if any material term of these agreements is arbitrarily changed by the government of Zimbabwe or the DRC, Greenstone’s business, financial condition, and prospects will be materially adversely affected.

The DRC is a developing nation emerging from a period of civil war and conflict. Physical and institutional infrastructure throughout the DRC is in a debilitated condition. The DRC is in transition from a largely state-controlled economy to one based on free market principles, and from a non-democratic political system with a centralized ethnic power base to one based on more democratic principles. There can be no assurance that these changes will be effected or that the achievement of these objectives will not have material adverse consequences for Greenstone and its operations. The DRC continues to experience instability in parts of the country due to certain militia and criminal elements. While the government and United Nations forces are working to support the extension of central government authority throughout the country, there can be no assurance that such efforts will be successful.

Investor perceptions of risks in developing countries or emerging markets, including in Zimbabwe and the DRC, could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries, such as Greenstone.

Emerging markets, including Zimbabwe and the DRC, are generally subject to greater risks, including legal, regulatory, economic, and political risks, than more developed markets. There may also be unpredictability with respect to court judgments, including in cases involving the local government. Accordingly, investors should exercise particular care in evaluating the risks involved and should consider whether, in light of these risks, investing in the shares of a company whose assets and operations are based in an emerging market is appropriate. Economic crises in one or more such countries may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.

Thus, even if the economies of the countries in which Greenstone operates remain relatively stable, financial turmoil in any developing market country could have an adverse effect on our business, financial condition, results of operations, prospects, or liquidity.

Fluctuating foreign currency and exchange rates as well as Zimbabwean exchange controls may negatively impact our business, results of operations, and financial position.

All of our mined gold is sold to Fidelity at prices reflecting spot pricing of gold and the official exchange rate on the date of sale. We are paid in part with Zimbabwe’s local currency and part with U.S. dollars. Since February 2023, we received 75% of our proceeds in U.S. dollars and 25% in local currency. Local currency has been paid in ZiG, Zimbabwe’s currency since April 2024, but has historically been paid in RTGs. Zimbabwe’s local currency has been subject to hyperinflation, and annual inflation was measured at approximately 58% in April 2024. Exchange rates of RTG for U.S. dollars have varied vastly over the last several years. In June 2023, the exchange rate was approximately 7,000 RTGs per U.S. dollar and in February 2024, the exchange rate was approximately 13,590 RTGs per U.S. dollar.

On April 5, 2024, the Reserve Bank of Zimbabwe issued a Monetary Statement policy that introduced a structured currency (which is generally defined as a currency that is pegged to a specific exchange rate or currency basket and backed by a bundle of foreign exchange assets (including gold)). The structured currency called the ZiG replaced the RTG. Banks were instructed to convert the RTG balances into the new currency to foster simplicity, certainty, and predictability in monetary and financial affairs. The new currency will co-circulate with other foreign currencies in the economy. The exchange rate for ZiG was approximately 25 ZiGs per U.S. dollar during December 2024. Devaluations of the ZiG or the introduction of new currencies could cause inflation or could otherwise increase the cost of our operations and decrease the value of our assets in Zimbabwe. We do not currently hedge our exposure to gold price fluctuation or changes in inflation or exchange rates, and we do not currently have plans to put hedges in place. Additionally, exchange control approvals from the RBZ are required to transfer funds in and out of Zimbabwe, and we currently have the necessary approvals from the RBZ to transfer foreign currency.

If inflation and exchange rates for Zimbabwe’s local currency continue to be volatile, it may have a negative impact on our business, results of operations, and financial position. For example, due to political unrest and hyperinflation in 2007, we ceased mining operations in Zimbabwe and placed all then current mines in care and maintenance, and we did not resume operations until 2009 with several of the mines requiring rehabilitation work. Additionally, although we have received RBZ approval to transfer foreign currency, no assurance can be given that we will retain such approval going forward on the same terms or at all.

The price of gold is subject to volatility and may have a significant effect on our future activities and profitability.

Nearly all revenues are derived from the sale of gold and, to a much lesser extent, silver. The market prices for these commodities fluctuate significantly. These fluctuations are caused by numerous factors beyond the Company’s control. For example, the market price of gold may change for a variety of reasons, including:

•        speculative positions taken by investors or traders in gold;

•        monetary policies announced or implemented by central banks, including the U.S. Federal Reserve, such as changes in interest rates;

•        changes in the demand for gold as an investment;

•        changes in the demand for gold used in jewelry and for other industrial uses, including as a result of prevailing economic conditions;

•        changes in the supply of gold from production, divestment, scrap, and hedging;

•        financial market expectations regarding interest rates and the rate of inflation;

•        the strength of the U.S. dollar (the currency in which gold trades internationally) relative to other currencies;

•        actual or anticipated sales or purchases of gold by central banks and the International Monetary Fund (“IMF”);

•        gold hedging and unwinding of hedging by gold producers;

•        global or regional political or economic events; and

•        the cost of gold production in major gold-producing countries.