<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            December 20, 2024

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

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

       Re: Namib Minerals
           Registration Statement on Form F-4
           Filed December 6, 2024
           File No. 333-283650
Dear Ibrahima Tall and Tulani Sikwila:

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

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

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

Form F-4 filed December 6, 2024
Cover Page

1.     We note your revised disclosure contemplates the consummation of a
$60,000,000
       PIPE Investment of SPAC Class A Common Stock at a price per share of
$10.00 by
       certain investors and their permitted successors and assigns. Revise
your cover page
       to briefly describe any material financing transactions that will occur
in connection
       with the consummation of the de-SPAC transaction and revise your
prospectus
       summary to include the material terms of such financing transaction.
Refer to Item
 December 20, 2024
Page 2

       1604(a)(2) and (b)(5) of Regulation S-K.
Questions and Answers About the Business Combination and the HCVI Stockholders'
Meeting
Q. What conditions must be satisfied to complete the Business Combination?,
page xxvii

2.     We note your revised disclosure in response to prior comment 13 that if
applications
       for corporate rescue proceedings are approved at either the Mazowe
Mining Company
       or the Redwing Mining Company, then HCVI would not be obligated to
consummate
       the Business Combination and HCVI would be permitted to terminate the
Business
       Combination Agreement unless, in each case, HCVI waives such condition.
Please
       revise your disclosure in this Question and Answer to describe this
closing condition.
Sources and Uses of Funds for the Business Combination, page 18

3.     We refer you to the tables summarizing sources and uses of funding the
business
       combination. Please disclose how you determined cash to balance sheet
amounts in
       each of the redemption scenarios and how you determined the estimated
transaction
       fees and expenses of $18,460,000.
Summary Unaudited Pro Forma Condensed Consolidated Combined Financial
Information,
page 27

4.     Please revise the loss for the year and loss per common shares-basic and
diluted as of
       December 31, 2023, to reconcile with the corresponding pro forma amounts
presented
       on page 83. Also revise total assets, liabilities, and shareholders
deficit as of June 30,
       2024, to reconcile with corresponding pro forma amounts on page 81.
Risk Factors
Greenstone's purchase of the Mazowe Mine, the Redwing Mine, and the How Mine
from
Metallon may be subject to potential claims, page 45

5.     We note your revised disclosure in response to prior comment 14. Please
revise to
       disclose whether the Guarantors plan to pay the Purchase Price prior to
the closing of
       your business combination.
Nasdaq may delist our securities from trading on its exchange, which could
limit investors'
ability to make transactions in our securities, page 64

6.     We note your revised disclosure in response to prior comment 18. Please
revise to
       also address the consequences of a suspension or delisting by Nasdaq of
HCVI
       securities, including that you may no longer be attractive as a merger
partner if you
       are no longer listed on an exchange, any potential impact on your
ability to complete
       an initial business combination and any impact on securities holders due
to your
       securities no longer being considered    covered securities.
HCVI does not have a specified maximum redemption threshold, page 65

7.     We note your revised disclosure in response to prior comment 42 and
reissue the
       comment in part. Revise your risk factor disclosure to discuss the
impact of HCVI's
       securities being deemed a penny stock on your listing on Nasdaq.
 December 20, 2024
Page 3

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

8.     We note your revised disclosure in response to prior comment 15 that
none of the
       Underwriters provided any additional detail regarding why they agreed to
waive their
       respective underwriting fees. Please revise to discuss in greater detail
the
       circumstances surrounding the Underwriters' agreement to waive their
deferred fees,
       including who initiated this waiver agreement and how it was obtained
from the
       Underwriters.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
4. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined Financial
Information, page 87

9.     We refer you to footnote 4.F and the adjustment for $11,997,000 of
transaction costs
       expensed as part of the Business Combination. Please tell us how this
amount
       corresponds with the adjustment for $12,320,000 in estimated non-accrued
transaction
       expenses disclosed at page xxii, the estimated transaction fees and
expenses of
       $18,460,000 disclosed at page 19, and the $16,580,000 adjustment in
footnote 4.AA.
10.    Please tell us the basis for and explain the difference between the fair
value of the
       Sponsor earnout of $670,695 in adjustment 4.G.3 and the fair value of
the Sponsor
       earnout of $17,020,000 in adjustment 4.J.
11.    We refer you to footnote 4.I.2. Please tell us what 15 million Company
Earnout
       represents and how this relates to the Company Earnout Shares of 30
million
       presented in the table at page 16.
12.    We refer you to footnote 4.J. Please tell us how you determined the net
assets of
       HCVI under each of the three redemption scenarios.
13.    We refer you to note (1) of footnote 5. Please tell us how you
considered the
       additional dilution sources that are summarized in the table at page
xxiv with the
       disclosure in this note stating that the conversion of Pubco Warrants is
the only share-
       based instrument which may result in dilution after the Closing Date.
The Background of the Business Combination, page 102

14.    We note your revised disclosure in response to prior comment 27 that the
the $500
       million valuation was derived from a peer comparison analysis,
consisting of other
       African gold companies at similar stages of development, based on an
EV/Resource
       (total ounces of gold) multiple of approximately $71     $72 applied to
the estimated
       resources of approximately 5.2 million ounces of gold provided by
Greenstone
       management, and additional credit for Greenstone   s past producing
assets with
       existing infrastructure and capital spend in the ground, historical
production, cash
       flows from ongoing production and existing mining permits. Please
describe in greater
       detail this peer comparison analysis provided by Greenstone management
and utilized
       by HCVI management to derive the valuation. For example, disclose the
names of the
       companies selected for this analysis and corresponding EV/Resource
multiples. Also
       include more detailed disclosure and quantify to the extent possible the
additional
       credit for Greenstone   s past producing assets with existing
infrastructure and capital
 December 20, 2024
Page 4

       spend in the ground, historical production, cash flows from ongoing
production and
       existing mining permits.
Material U.S. Federal Income Tax Consequences, page 148

15.    We note your response to prior comment 39 and reissue the comment.
Please disclose
       the material tax consequences of the transaction. In this regard, for
guidance see
       Footnote 42 to Staff Legal Bulletin No. 19.
Business of Greenstone and Information Related to Greenstone, page 212

16.    We note your response to comment 47. Considering it is probable that you
will have a
       direct or indirect economic interest in the DRC exploration permits,
please provide
       additional mineral property summary disclosure for this non-material
property,
       including a map, or tell us why you are unable to do so.
17.    We note your response to comment 51 and we partially reissue the
comment. Please
       disclose the metallurgical recovery factor assumption with your Mazowe
Mine
       mineral resource table and Redwing Mine mineral resource table, as
required by Item
       1304(d) of Regulation S-K.
18.    Please clarify the mineral resource price assumptions for the Mazowe
Mine mineral
       resource table and the Redwing Mine mineral resource table in your
registration
       statement. The disclosure on page 221 of your registration statement
references an
       $1,800 gold price. This price is consistent with the Mazowe Mine gold
price of
       $1,800 on page 234, however it is inconsistent with the Redwing Mine
gold price of
       $2,340 on page 239.

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

       In your response please provide us with your cut-off grade calculation
for the Mazowe
       Mine mineral resource and the Redwing Mine mineral resource.
Security Ownership of Certain Beneficial Owners and Management, page 303

19.    Please disclose the the natural person(s) who have voting and/or
investment control
       over the shares held by Walleye Capital LLC, AQR Capital Management,
LLC, Polar
       Asset Management Partners Inc. and RiverNorth Capital Management, LLC.
Greenstone Corporation Financial Statements
3.3 Property, plant and equipment, page F-108

20.    Expand your disclosure to provide the information detailed in your
response to prior
       comment 59. In this regard, please clarify the amounts of inferred
resources included
       in your calculation of depreciation, as a percentage of your total Life
of Mine estimate
       when comparing to your historical conversion rate.
 December 20, 2024
Page 5
96.2&96.3, page II-1

21.    We note your response to comment 73 and we reissue the comment. We are
unable to
       read the figures that have been included in this section of your
technical report
       summary. Please revise as necessary.

       Additionally please include an overview of all relevant exploration
work. We suggest
       including a table, or tables, that summarize the type and amount of work
performed.
       For example this may include the year the exploration work was
performed, the type
       of exploration work performed, and the quantity of exploration work.
Please include
       representative plans and cross-sections of results.
General

22.    We note your response to our prior comment 16. Please delete, if true,
any references
       to "marketable securities" held in the Trust Account. In this regard, we
note your
       cover page disclosure indicating that HCVI holds $35.17 million "based
on the fair
       value of cash and marketable securities held in the Trust Account as of
September 30,
       2024."

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

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

        Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at
202-551-
3717 if you have questions regarding comments on the financial statements and
related
matters. Please contact Anuja Majmudar at 202-551-3844 or Irene
Barberena-Meissner at
202-551-6548 with any other questions.



                                                           Sincerely,

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