REG - Caledonia Mining Crp - Funding Strategy to Advance Bilboes Project

Caledonia MiningAnnouncement

21/01/2026 07:05

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RNS Number : 6829P  Caledonia Mining Corporation PLC  21 January 2026

Caledonia Mining Corporation Plc

Caledonia Outlines Funding Strategy to Advance the Bilboes Gold Project

 

(NYSE AMERICAN, AIM and VFEX: CMCL)

ST HELIER, Jersey, January 21, 2026 - Caledonia Mining Corporation Plc
("Caledonia" or the "Company") today provides an update on the structured,
multistage funding strategy to support the development of the Bilboes gold
project in Zimbabwe.

 

This announcement follows the successful closing of Caledonia's US$150
million, 7-year convertible senior notes offering (the "Convertible Notes
Offering"), which received exceptionally strong support from institutional
investors in the United States. Investor demand exceeded US$600 million after
three days of marketing which led to an upsizing of the offering from US$100
million to US$125 million, and resulted in a total of US$150 million following
the exercise by the initial purchasers of their option to buy a further US$25
million of notes.

 

Summary of the Funding Strategy

 

Following publication of the Bilboes Feasibility Study in November 2025 1 
Caledonia has moved quickly to start to implement a four-part funding plan
designed to ensure the project can be advanced at pace while maintaining
prudent capital discipline. The plan comprises the following:

 

1. Gold Price Hedging Programme

 * In December 2025, Caledonia purchased put options to lock in a minimum gold
price of US$3,500 per ounce over 3,000 ounces per month from January 2026 to
December 2028.  The hedging arrangements are designed to underpin cash
receipts by Caledonia from Blanket Mine over the next three years from January
1, 2026 to December 31, 2028, which broadly coincides with the peak capital
investment period for the Bilboes gold project.

 * The minimum price is also expected to enhance project lenders' willingness to
provide credit.

 

2. Convertible Notes Offering

 * Caledonia has raised gross proceeds of US$150 million from the Convertible
Notes Offering.

 * The Notes carry a 5.875% coupon and holders can convert on or after October
15, 2032 subject to standard early conversion and redemption provisions.

 * The purchase of capped call options by Caledonia in conjunction with the
Convertible Notes Offering significantly reduces the potential economic
dilution to the Company's shareholders by increasing the effective conversion
price of Notes from a strike price of approximately US$40.51 per share (a
premium of 25% to the closing share price on January 14, 2026) to an effective
conversion price of approximately US$56.72 per share (a premium of 75% to the
closing share price on January 14, 2026).

 * The total cost of the capped call options structure was approximately 10% of
the gross proceeds of the Convertible Notes.

 * The capped call transactions are expected generally to compensate (through the
payment of cash to Caledonia or, if certain conditions are met, delivery of
shares to Caledonia) for potential economic dilution upon any conversion of
the Notes and/or offset any cash payments Caledonia is required to make in
excess of the principal amount of converted Notes, as the case may be, with
such compensation and/or offset subject to a cap.

 * After underwriting fees and related issuance expenses and the cost of the
capped call derivative structure, Caledonia received net proceeds of
approximately US$130 million.

 

3. Interim Funding Facility

 * In November 2025, Caledonia launched a process to arrange an interim funding
facility of up to US$150 million with a consortium of Zimbabwean and South
African commercial banks (the "Interim Funding Facility").

 * Following encouraging engagement with the banks, the Company expects that this
Facility can be in place by mid-2026, subject to the usual lender processes.
Further announcements will be made in due course.

 * Robust price protection from the hedging programme should support the size and
structure of this Facility, which will be secured against Caledonia's cash
flow from Blanket Mine.

 

4. Project Finance

 * Caledonia has had ongoing preliminary discussions with regional and global
financial institutions to explore the scope and structure of project finance
to support the construction of the Bilboes gold project.

 * Caledonia will commence a formal process in the first quarter of 2026.  This
process is expected to take a year or more as project financiers undertake
independent assessments of the mineral resources at Bilboes and the Bilboes
Feasibility Study.

 

The four-part funding strategy, combined with ongoing cash generation from
Blanket Mine, has been designed to maintain adequate liquidity throughout the
initial phase of the Bilboes gold project and should enable the business to
begin procuring long lead equipment early in the third quarter of 2026.
Based on this approach, the Company believes the project will be developed
within the timetable set forth in the Bilboes Feasibility Study.

 

 

 

Mark Learmonth, Chief Executive Officer, commented:

 

"The successful Convertible Notes Offering - with the upsizing of the offering
to US$150 million due to exceptionally strong support - marks a major
milestone for Caledonia. Receiving more than US$600 million of demand from
high quality North American investors is a tremendous endorsement of our
strategy, the quality of our assets, our operational track record, and the
long-term prospects of the Company.

 

"Since publishing the Bilboes Feasibility Study in November, we have acted
quickly to begin to implement a robust and carefully sequenced funding plan.
The combination of our hedging programme, the proceeds from the Convertible
Notes Offering and our expectation with respect to putting in place the
Interim Funding Facility by mid-year will ensure we have the financial
strength to begin ordering long lead equipment for Bilboes in the third
quarter of this year. In parallel, we will begin a formal project finance
process to support full development. This structured approach allows us to
manage risk, minimise dilution and position Bilboes as the next large scale,
long life, gold production hub in Zimbabwe."

 

 

Enquiries

 Caledonia Mining Corporation Plc

 Mark Learmonth                                              Tel: +44 1534 679 800

 Camilla Horsfall                                            Tel: +44 7817 841 793
 Cavendish Capital Markets Limited (Nomad and Broker)

 Adrian Hadden                                               Tel: +44 207 397 1965

 Pearl Kellie                                                Tel: +44 131 220 9775
 Camarco, Financial PR (UK)

 Gordon Poole                                                Tel: +44 20 3757 4980

 Elfie Kent
 Curate Public Relations (Zimbabwe)

 Debra Tatenda                                               Tel: +263 77802131

 IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)

 Lloyd Mlotshwa                                              Tel: +263 (242) 745 119/33/39

 

________

Note: The information contained within this announcement is deemed by the
Company to constitute inside information under the Market Abuse Regulation
(EU) No. 596/2014 ("MAR") as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 and is disclosed in accordance with the
Company's obligations under Article 17 of MAR.

 

Cautionary Note Concerning Forward-Looking Information

Information and statements contained in this news release that are not
historical facts are "forward-looking information" within the meaning of
applicable securities legislation that involve risks and uncertainties
relating, but not limited, to Caledonia's current expectations, intentions,
plans, and beliefs.  Forward-looking information can often be identified by
forward-looking words such as "anticipate", "believe", "expect", "goal",
"plan", "target", "intend", "estimate", "could", "should", "may" and "will" or
the negative of these terms or similar words suggesting future outcomes, or
other expectations, beliefs, plans, objectives, assumptions, intentions or
statements about future events or performance. Examples of forward-looking
information in this news release include: Caledonia's expectations with regard
to entering into the Interim Funding Facility, raising the project finance
necessary to construct the Bilboes gold project and ensuring Caledonia has the
necessary financial capacity to complete the Bilboes gold project. The
forward-looking information contained in this news release is based, in part,
on assumptions and factors that may change or prove to be incorrect, thus
causing actual results, performance or achievements to be materially different
from those expressed or implied by forward-looking information.  Such factors
and assumptions include, but are not limited to: the successful implementation
of mine plans, the establishment of estimated resources and reserves, the
grade and recovery of minerals which are mined varying from estimates, success
of future exploration and drilling programs, reliability of drilling, sampling
and assay data, the representativeness of mineralization being accurate,
success of planned metallurgical test-work, capital availability and accuracy
of estimated operating costs, obtaining required governmental, environmental
or other project approvals, inflation, changes in exchange rates, fluctuations
in commodity prices, delays in the development of projects and Caledonia's
experience of project development in Zimbabwe and other factors.

 

To the extent any forward-looking information herein constitutes a financial
outlook or future oriented financial information, any such statement is made
as of the date hereof and included herein to provide prospective investors
with an understanding of the Company's plans and assumptions. Security
holders, potential security holders and other prospective investors should be
aware that these statements are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those suggested by the forward-looking statements.  Such
factors include, but are not limited to: risks relating to estimates of
mineral reserves and mineral resources proving to be inaccurate, fluctuations
in gold price, risks and hazards associated with the business of mineral
exploration, development and mining, risks relating to the credit worthiness
or financial condition of suppliers, refiners and other parties with whom the
Company does business; inadequate insurance, or inability to obtain insurance,
to cover these risks and hazards, employee relations; relationships with and
claims by local communities and indigenous populations; political risk; risks
related to natural disasters, terrorism, civil unrest, public health concerns
(including health epidemics or outbreaks of communicable diseases such as the
coronavirus (COVID-19)); availability and increasing costs associated with
mining inputs and labour; the speculative nature of mineral exploration and
development, including the risks of obtaining or maintaining necessary
licenses and permits, diminishing quantities or grades of mineral reserves as
mining occurs; global financial condition, the actual results of current
exploration activities, changes to conclusions of economic evaluations, and
changes in project parameters to deal with unanticipated economic or other
factors, risks of increased capital and operating costs, environmental, safety
or regulatory risks, expropriation, the Company's title to properties
including ownership thereof, increased competition in the mining industry for
properties, equipment, qualified personnel and their costs, risks relating to
the uncertainty of timing of events including targeted production rate
increase and currency fluctuations.  These risks are not exhaustive. Further
information on these and other risks that could affect Caledonia's results is
included in its filings with the Securities and Exchange Commission ("SEC"),
including its Annual Report on Form 20-F for the last completed financial
year, reports on Form 6-K for the most recently completed three and six month
periods and the future reports that it may file from time to time with the
SEC. Security holders, potential security holders and other prospective
investors are cautioned not to place undue reliance on forward-looking
information.  By its nature, forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and specific, that
contribute to the possibility that the predictions, forecasts, projections and
various future events will not occur.  Caledonia undertakes no obligation to
update publicly or otherwise revise any forward-looking information whether as
a result of new information, future events or other such factors which affect
this information, except as required by law.

 

This news release is not an offer of the shares of Caledonia for sale in the
United States or elsewhere. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
the shares of Caledonia, in any province, state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such province, state or
jurisdiction.

 

 

 

 

 1  See "Bilboes Gold Project Technical Report Summary" with effective date
October 31, 2025 prepared by DRA Projects (Pty) Ltd and filed by the Company
on EDGAR as an exhibit to a Form 6-K Report of Foreign Private Issuer on
November 24, 2025 (the "Bilboes Feasibility Study")

 

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