REG - Caledonia Mining Crp - Block Listing Application and ATM Sales Agreement

Caledonia MiningAnnouncement

17/12/2024 07:00

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RNS Number : 3091Q  Caledonia Mining Corporation PLC  17 December 2024

 

Caledonia Mining Corporation Plc

 

Block Listing Application and "At The Market" Sales Agreement

(NYSE AMERICAN, AIM and VFEX: CMCL)

 

St Helier, December 17, 2024 - Caledonia Mining Corporation Plc ("Caledonia"
or the "Company") today announces that it has entered into an "At the Market"
or "ATM" sales agreement with Cantor Fitzgerald & Co ("Cantor") (the "ATM
Sales Agreement"), pursuant to which the Company may, at its discretion from
time to time, sell up to US$50,000,000 worth of shares (the "ATM Offering").
Any sales of shares would occur by means of ordinary brokers' transactions or
block trades, with sales only being made on the NYSE American at market
prices. Caledonia expects to use the amount of any net proceeds from the sales
for investment in the development of the Bilboes sulphide project.

 

In connection with the ATM Offering, yesterday Caledonia filed a technical
report summary titled "Bilboes Gold Project Technical Report Summary",
prepared for Caledonia by DRA Projects (Pty) Ltd ("DRA"), in accordance with
Subpart 1300 and Item 601(b)(96) of Regulation S-K ("S-K 1300"), as adopted by
the United States Securities and Exchange Commission.

 

DRA previously issued an S-K 1300 pre-feasibility study for the project
entitled "Bilboes Gold Project Technical Report Study", with an issue date of
May 15, 2024 and an effective date of December 31, 2023. On June 3, 2024,
Caledonia published a new technical report for Bilboes, which superseded prior
technical reports and technical report summaries for Bilboes. The new Bilboes
technical report was a preliminary economic assessment prepared in accordance
with Canada's National Instrument 43-101 and did not comply with S-K 1300.

 

The purpose of the technical report summary filed yesterday is to report
mineral resources for the project in accordance with S-K 1300, to present the
results of an initial assessment for the implementation of open pit mining to
recover the gold mineralization and to propose additional work required for
feasibility level studies. The effective date of the technical report summary,
being May 30, 2024, and the amounts of mineral resources reported are
identical to those reported in the preliminary economic assessment.

 

The Company intends to publish a new feasibility study for the project in the
first quarter of 2025.

 

Cantor, acting as sales agent, may conduct sales for the benefit of the
Company should the Company elect to initiate a transaction or transactions,
dependent on market conditions and such other terms as the Company may
specify. The ATM Sales Agreement is not a formal placing and any potential
sales of new shares are not underwritten by the sales agent.

Accordingly, an application has been made to AIM for a block admission in
respect of 4,000,000 new depositary interests representing the same number of
shares in the share capital of the Company which will rank pari passu with the
existing shares in issue. It is expected that the block admission will become
effective on or about December 18, 2024.  These new shares will be issued and
allotted from time to time to settle any sales conducted under the ATM Sales
Agreement.

Following admission, the Company's issued share capital remains unchanged at
19,214,554. The Company will make six-monthly announcements of the utilisation
of the block admission, in line with its obligations under AIM Rule 29.

A prospectus supplement, (the "Prospectus Supplement") to the Company's base
shelf prospectus (the "Base Shelf Prospectus"), will be filed with the United
States Securities and Exchange Commission (the "SEC") as part of the Company's
registration statement on Form F-3 (the "Registration Statement"). The
Prospectus Supplement, the Base Shelf Prospectus and the Registration
Statement contain important detailed information about the Company and the ATM
Offering. Prospective investors should read the Prospectus Supplement, the
Base Shelf Prospectus and the Registration Statement and the other documents
the Company has filed for more complete information about the Company and the
ATM Offering before making an investment decision. Investors may obtain copies
of the Prospectus Supplement by visiting the SEC's website at www.sec.gov.

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 Joint Broker)

 Adrian Hadden                                               Tel: +44 20 7397 1965

 Pearl Kellie                                                Tel: +44 131 220 9775
 Panmure Liberum Limited (Joint Broker)

 Scott Mathieson                                             Tel: +44 20 3100 2000

 Matt Hogg
 Camarco, Financial PR (UK)

 Gordon Poole                                                Tel: +44 20 3757 4980

 Julia Tilley

 Elfie Kent
 3PPB (Financial PR, North America)

 Patrick Chidley                                             Tel: +1 917 991 7701

 Paul Durham                                                 Tel: +1 203 940 2538
 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: 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 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: filing of a prospectus supplement,
potential sales of shares, development of the Bilboes sulphide project and the
application of the proceeds to that project.  This forward-looking
information 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: failure to sell any shares or raise other finance, establish
estimated resources and reserves, the grade and recovery of ore which is mined
varying from estimates, success of future exploration and drilling programs,
reliability of drilling, sampling and assay data, assumptions regarding the
representativeness of mineralization being inaccurate, success of planned
metallurgical test-work, capital and operating costs varying significantly
from estimates, delays in obtaining or failures to obtain required
governmental, environmental or other project approvals, inflation, changes in
exchange rates, fluctuations in commodity prices, delays in the development of
projects and other factors.

 

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, failure to
sell shares or raise  other finance to develop the Bilboes sulphide project,
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.  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.

 

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