March 10, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

This letter is submitted on behalf of our client, Namib Minerals, a foreign private issuer and exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and its co-registrant, Greenstone Corporation, a foreign private issuer and exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Co-Registrant” or “Greenstone” and, together with the Company, the “Registrants”), in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Registrants’ Amendment No. 3 to the Registration Statement on Form F-4, filed with the Commission on February 25, 2025 (the “Registration Statement”), as set forth in your letter dated March 3, 2025 addressed to Ibrahima Tall and Tulani Sikwila (the “Comment Letter”). In submitting this response, the Registrants are concurrently filing publicly with the Commission, electronically via EDGAR, Amendment No. 4 to the Registration Statement on Form F-4 (the “Amendment No. 4”), which includes changes that reflect responses to the Staff’s comments.

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

The headings and numbered paragraphs of this letter correspond to those contained in the Comment Letter, and to facilitate your review, the text of the Comment Letter has been reproduced herein, followed by the Company’s response to each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the Company’s responses below refer to the Amendment No. 4.

Greenberg Traurig, LLP § Attorneys at Law § WWW.GTLAW.COM
1840 Century Park East, Suite 1900 § Los Angeles, California 90067-2121 § Tel 310.586.7700  § Fax 310.586.7800

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

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

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

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

3.3 Property and equipment, page F-108

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

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

The Company notes that the Staff comments, in relevant part, that “estimates of inferred resources should be excluded from consideration in the determination of the useful life of your mining assets.” For the reasons set forth herein and in Part 2 below, the Company respectfully advises the Staff that it believes the inclusion of estimates of inferred resources in its calculation of the life of its mining assets is appropriate and consistent with the principles set forth in IAS 16, as demonstrated within the computations contained in the confidential supplemental information provided to the Staff under separate cover in reliance upon Rule 418 of the Act. On the basis of the Company’s review and analysis, the Company advises the Staff that:

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

Namib Minerals

Audited Financial Statements, page F-137

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

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

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

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

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

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

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

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

Revision of Note 3.3 to Financial Statements:

The Company advises the Staff that it is enhancing its disclosure in Note 3.3 to Greenstone’s financial statements, as incorporated in Amendment No. 4, with respect to the basis of including inferred resources in the LoM, aligning with accounting principles as set forth in IAS 16 as follows (changes noted in italics for emphasis):

“The Group estimates the LOM using mineral resources and reserves expected to be derived from the mine and its expected rate of production. Mineral resources and reserves are categorized and reported in compliance with the United States Securities and Exchange Commission’s Subpart 1300 of Regulation S-K (“S-K 1300 Report”). The Group includes inferred resources in the resource and reserve base used to estimate the LOM when the Group holds a reasonable expectation that such resources will be upgraded to indicated and measured mineral resources and form part of eventual extraction. Due to the timing of when the S-K 1300 Report is finalized as compared to the timing of management’s preparation of its annual financial statements, the LOM is estimated using resource and reserve data on a one-year lag basis. Accordingly, the LOM estimate as of December 31, 2023, is prepared with 2022 resource and reserve data.

As of December 31, 2023, the Group estimates the LOM for the How Mine to be 8 years. In forming the estimate, the Group included in the portion of mineralization expected to be classified as reserves 3.25Mt of inferred resources. The Group’s determination to include the specified amount of inferred resources was formed on the basis of historical drilling results which have yielded continuous high rates of conversion, and current year drilling results which provided confirmatory evidence and a high degree of confidence that over time a significant amount of prior year measure of inferred resources utilized to form the December 31, 2023 estimate (one-year lag basis), would be upgraded and form part of the eventual extraction. The Group determined based on its evaluation of all available evidence and data, that the inclusion of the inferred resources would most faithfully represent the pattern of consumption and future economic benefits in accordance with IAS 16.

With respect to the Group’s Mazowe and Redwing Mines, the Group has no assets subject to LOM depreciation due to the closures of each mine and the related impairments. Refer to Note 13 for additional discussion.

Depreciation methods, useful lives and residual values are assessed for appropriateness at each reporting date and adjusted if necessary.

Refer to policy Note 3.10 below for discussion on the Group’s impairment policies.”

The Company advises the Staff and confirms that its inferred resources are not assumed to convert automatically based on expectations alone but is supported by the data and information from a structured drilling program at the How Mine.

The historical resource conversion trends from the 2022 to 2023 data and information indicate the following based on the table included below:

The information in the table below supports the fact that inferred resources in 2022 were upgraded to measured and indicated resources in 2023. These results are derived from the Company’s ongoing exploratory drilling program, described below.

Inferred resources are generated by interpretation of the information obtained from ongoing exploration, combined with the intimate knowledge of orebody characteristics. Please see Figures 1.1 and 1.2 in Appendix A for a pictorial representation of the upgrading of inferred resources between year-ends 2022 and 2023. This data has been independently reviewed and verified. Set out below is further information on the Company’s exploratory drilling program in 2023 and 2024:

In addition to the actual drilling results during 2023, the Company advises the Staff that the How Mine is part of a regionally continuous, structurally controlled gold system, which provides further evidence of the high probability of inferred resources being a justifiable extension of known mineralization.

The Company advises the Staff that the How Mine is located within the Bulawayo Greenstone Belt, a well-documented Archean-aged gold-bearing geological structure that has demonstrated long-term mineralization continuity. The Bulawayo Greenstone Belt has the following characteristics:

Bulawayo Greenstone Belt’s shear-zone-controlled orogenic gold deposits historically have been mined to significant depths across similar regional operations. Specifically, the How Mine shear zone was extensively mapped to 800m below mean sea level, which corresponds to 2,086m below the current How Mine surface shaft bank (Garson, 1995: Geological Bulletin No.93). This mapping confirmed continuity of the shear zone that hosts the mineralization. Currently, the How Mine inferred resource is defined down to 1,320m below the current How Mine surface shaft bank and exhibits similar structures to those mapped by Garson.

This demonstrates that the How Mine shear zone is mapped far below the current lowest boundary of the inferred resource and indicates that the actual LoM has potential to exceed the currently estimated LoM. Please see Figure 1 in Appendix E, which is extracted from the Geological Bulletin No. 93 and shows the regional geology around the How Mine, and Figure 2 in Appendix E, which shows the position of the How Mine (located at position E of Figure 2) within the How Mine shear zone of the Umzingwane formation.

As of December 31, 2022, the defined inferred resources were lying below 30L. The mining lift between 30L and 28L had extensive development, exploration drilling and mapping carried out to define measured resources which were subsequently extracted (see Figures 3 and 4 below in Appendix F). The orebodies were strongly defined within the How Mine shear zone, exhibiting similar geometry and geological structures on strike and dip. Continuity of the structures and mineralization could be observed in the down dip. Exploration drilling chambers were also established for continual exploration testing of the down dip extensions of the orebodies below 30L.

* * * * * * * * * *

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

Attachments: Appendices

APPENDIX A

APPENDIX B

Figure 2.1: Down Dip Exploration: The exploration drill holes are spaced on a grid of 25m along the orebody length and 30m on orebody.

APPENDIX C

Figure 3.1: Development and sublevel exploration drilling done at a grid of 15m along the orebody length and 10m on orebody inclination depth for 30L 10m and 32L 10m.

APPENDIX D

Figure 3.2: 29L 330N Block Grade Drill hole comparison.

APPENDIX E

APPENDIX F