BUSINESS COMBINATION AGREEMENT by and among Hennessy Capital Investment Corp. VI, Namib Minerals,Business Combination Agreement • June 18th, 2024 • Namib Minerals • Blank checks • Delaware
This Business Combination Agreement, dated as of June 17, 2024 (this “Agreement”), is made and entered into by and among (i) Hennessy Capital Investment Corp. VI, a Delaware corporation (“SPAC”), (ii) Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”) and a direct wholly-owned Subsidiary of the Company Requisite Shareholder (as defined below), (iii) Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of PubCo (“SPAC Merger Sub”), (iv) 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 (v) Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”).
Re: Sponsor Letter AgreementSponsor Letter Agreement • June 18th, 2024 • Namib Minerals • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of the date hereof (the “BCA”), by and among (i) Hennessy Capital Investment Corp. VI, a Delaware corporation (“SPAC”), (ii) Namib Minerals, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“PubCo”), (iii) Midas SPAC Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of PubCo, (iv) 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, and (v) Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”). In order to facilitate the Mergers and in order to induce SPAC and the Company to enter into the BCA and to proceed with the Mergers and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Hennessy Capital Partners VI LL
amendMENT No. 1 to THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 9th, 2024 • Namib Minerals • Gold and silver ores • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of December 6, 2024, to the Business Combination Agreement, dated as of June 17, 2024 (as amended, the “Business Combination Agreement”), is by and among Hennessy Capital Investment Corp. VI (“SPAC”), Namib Minerals, Midas SPAC Merger Sub Inc., Cayman Merger Sub Ltd., and Greenstone Corporation (the “Company”). Capitalized terms not otherwise defined in this Amendment have the meanings given to such terms in the Business Combination Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 18th, 2024 • Namib Minerals • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is made and entered into as of June 17, 2024, by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (“SPAC”), Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and the stockholders of SPAC listed under Schedule A attached hereto (each a “Requisite Stockholder” and collectively the “Requisite Stockholders”). SPAC, the Company and each Requisite Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • June 18th, 2024 • Namib Minerals • Blank checks • Delaware
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of June 17, 2024, by and among Hennessy Capital Investment Corp. VI, a Delaware corporation (“SPAC”), Greenstone Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and The Southern SelliBen Trust, a registered New Zealand foreign trust and shareholder of the Company (the “Requisite Shareholder”). SPAC, the Company and the Requisite Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
