REG - Caledonia Mining Crp - Upsized $150M Notes Closing & Option Exercise

Caledonia MiningAnnouncement

21/01/2026 07:00

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RNS Number : 6828P  Caledonia Mining Corporation PLC  21 January 2026

Caledonia Mining Corporation Plc

 

Caledonia Announces Closing of Upsized $150 Million Convertible Senior Notes
Offering and Full Exercise of Initial Purchasers' Option to Purchase
Additional Notes

 

(NYSE AMERICAN, AIM and VFEX: CMCL)

ST HELIER, Jersey, January 20, 2026 - Caledonia Mining Corporation Plc
("Caledonia") today announces the closing of its previously announced upsized
offering of 5.875% Convertible Senior Notes due 2033 (the "Notes") for an
aggregate principal amount of $150 million (the "Convertible Note Offering"),
including the exercise in full by the initial purchasers of their option to
purchase an additional $25 million of Notes.

 

Cantor Fitzgerald & Co. acted as sole manager and capped call coordinator
for the Convertible Note Offering.

 

Caledonia's CEO, Mark Learmonth, commented

 

"We are extremely pleased with the outstanding response to the Convertible
Note Offering from high quality institutional investors in the United States,
which is a tremendous endorsement of Caledonia and the progress we have made
as a business. This successful offering gives us a strong, flexible source of
long term capital and reflects the confidence investors have in our management
team, our track record of delivery and the growth potential of the Company. We
are delighted with the outcome and look forward to building on this momentum
as we continue to advance Caledonia's long term objectives."

 

Summary of the Offering

 * Cash interest coupon of 5.875% per annum, payable semi-annually in arrears
on January 15 and July 15 of each year, beginning July 15, 2026

 * Conversion price of approximately $40.51 per common share of Caledonia (the
"Common Shares"), which represents a premium of approximately 25% to the last
reported sale price of the Common Shares on the NYSE American on January 14,
2026, subject to customary anti-dilution adjustments

 * The potential economic dilution upon conversions of the Notes was mitigated
through the purchase of cash-settled capped call options with a cap price of
approximately $56.72 (representing a premium of 75% over the last reported
sale price of the Common Shares on the NYSE American on January 14, 2026). The
purchase price for the capped call options was approximately $14.4 million

 * Conversions of the Notes may be settled in Common Shares, cash, or a
combination of Common Shares and cash, at Caledonia's election. Additionally,
Caledonia will have the right to redeem the Notes in certain circumstances and
will be required to offer to repurchase the Notes upon the occurrence of
certain events

 * The Notes will mature on January 15, 2033 unless earlier converted, redeemed
or repurchased

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

 

This announcement contains inside information which is disclosed in accordance
with 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 Caledonia's obligations under Article 17 of MAR.

 

Forward-Looking Statements

This press release contains "Forward Looking Information" and "Forward Looking
Statements" within the meaning of applicable United States securities
legislation, including statements concerning: expectations with respect to the
Convertible Note Offering and the capped call transactions; expectations that
the Company will be able to realize on proceeds from the capped call; the
potential impact of the foregoing or related transactions on dilution to the
Common Shares and the market price of the Common Shares or the trading price
of the Notes; expectations relating to the Company's project development plans
and strategy; and the anticipated use of proceeds from the Convertible Note
Offering. The words "believe," "may," "will," "estimate," "continue,"
"anticipate," "intend," "expect," "seek," "plan," "project," "target,"
"looking ahead," "look to," "move into," and similar expressions are intended
to identify forward-looking statements. Forward-looking statements represent
Caledonia's current beliefs, estimates and assumptions only as of the date of
this press release, and information contained in this press release should not
be relied upon as representing Caledonia's estimates as of any subsequent
date. These forward-looking statements are subject to risks, uncertainties,
and assumptions. If the risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. Risks include, but are not limited to market
risks, trends and conditions and risks inherent in the development of
projects. 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 year ended December 31, 2024, its report on Form
6-K for the three and six months ended June 30, 2025 and the future reports
that it may file from time to time with the SEC. Caledonia assumes no
obligation to, and does not currently intend to, update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.

About Caledonia

Caledonia is a gold production, exploration and development company with its
operations focused in Zimbabwe. Caledonia's primary asset is the Blanket Gold
Mine - an underground gold mine in the Matabeleland South province, in which
the Company currently holds a 64% interest. Over the last decade, the Company
has invested in the development of the Blanket Gold Mine. Caledonia is also
advancing other gold projects in Zimbabwe including the Bilboes Project,
Maligreen Project and the Motapa Project.

Additional Information

 

 

The Notes and the Common Shares, if any, issuable upon the conversion of the
Notes have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), any state securities laws or the
securities laws of any other jurisdiction, and, unless so registered, may not
be offered or sold in the United States or to, or for the account or benefit
of, U.S. persons, absent registration or an applicable exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws. The Notes were offered
only to persons reasonably believed to be "qualified institutional buyers" (as
defined in Rule 144A under the Securities Act).

 

This press release is neither an offer to sell nor the solicitation of an
offer to buy any of the securities being offered in the offering nor shall it
constitute an offer, solicitation or sale of any securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the securities laws
of any such state or jurisdiction.

 

The NYSE American LLC neither approves nor disapproves the information
contained in this press release.

 

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