Description of Activities

Description: The Commission resolved to approve with conditions the acquisition that constitutes the sale of shares and business of Okorusu Holdings (Pty) Ltd and subsequently all its interest in Okorusu Fluorspar (Pty) Ltd to Huajing Investment Limited. 

Acquiring group: The primary acquiring undertaking is Huajing Investment Limited (“Huajing”), a limited liability company duly incorporated in accordance with the laws of the British Virgin Islands. Huajing is owned by five individuals, who hold all issued shares.

However, on 18 March 2026, Huajing Investment Limited, reflected as the primary acquiring undertaking in the merger filing application, nominated Walvis Bay Minerals (Hong Kong) Limited to substitute it as the primary acquiring undertaking in the merger filing application.

Neither Haujing nor Walvis Bay Minerals (Hong Kong) Limited has any other business interests in Namibia.

Target undertaking: The primary target undertaking is Okorusu Holdings (Pty) Ltd (“Okorusu Holdings”), a holding company duly incorporated in accordance with the laws of Namibia. The acquisition of Okorusu Holdings directly includes the acquisition of all its issued shares in Okorusu Fluorspar (Pty) Ltd. ("Okorusu"), a limited company duly incorporated in accordance with the laws of Namibia. 

Okorusu Holdings is merely a holding company of Okorusu. Okorusu owns the land on which fluorspar (fluorite is a crucial industrial mineral composed of calcium and fluorine, serving as the primary source for the chemical element fluorine, which is used as a flux in steelmaking and aluminium production, as well as for producing hydrofluoric acid for chemical, battery, refrigerant, pharmaceutical, and electronic industries) is to be mined, as well as the prospecting license for base and rare metals and precious metals. The aforementioned land is situated in the Otjiwarongo area of the Otjozondjupa region.

Relevant market: Defined relevant product market as the extraction, processing, and export of fluorspar and the relevant geographic market defined as global.

Merger Determination

The Commission found the proposed transaction unlikely to result in the prevention or substantial lessening of competition or result in any undertaking to acquire or strengthen a dominant position in the market. However, the merger did raise public interest concerns; thus, the Commission approved the merger subject to the following conditions: employment creation and protection, skills development and training, and local value addition conditions. In addition to the overarching condition that the Merged undertaking shall provide the Commission with approval from the Minister of Agriculture, Fisheries, Water, and Land Reform that authorises the Acquiring Group to acquire agricultural land in terms of Section 58 of the Agricultural (Commercial) Land Reform Act (6 of 1995), prior to the implementation of the proposed transaction.

Merger Determination No.3 of 2026___