REG - Caledonia Mining Crp - Issue of Escrow Shares

Caledonia MiningAnnouncement

30/03/2023 07:00

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RNS Number : 6789U  Caledonia Mining Corporation PLC  30 March 2023

Caledonia Mining Corporation Plc

 

Issue of escrow shares in respect of the acquisition of the Bilboes gold
project in Zimbabwe

 

(NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL)

 

St Helier, March 30, 2023 - Further to the announcement by Caledonia Mining
Corporation Plc ("Caledonia" or the "Company") on January 6, 2023 relating to
the Company's acquisition of Bilboes Gold Limited (the "Transaction"), the
Company announces that it has received notice to issue the Escrow Shares (as
defined below).

 

As a reminder, 441,095 of the consideration shares under the Transaction that
would have been issued to Toziyana Resources Limited ("Toziyana") (the "Escrow
Shares") were withheld by Caledonia to be issued to Shining Capital Holdings
II LP ("Shining Capital") instead in settlement of a separate commercial
arrangement between Toziyana's holding company and Shining Capital's
subsidiary, Infinite Treasure Limited. The issue of the Escrow Shares to
Shining Capital was subject to approval by The Reserve Bank of Zimbabwe of the
commercial arrangement between Toziyana's holding company and Infinite
Treasure Limited. Following the receipt of the aforementioned approval,
Toziyana and Shining Capital have now instructed the Company to issue the
Escrow Shares.

 

Shining Capital holds 1,386,723 shares following completion of the Transaction
and, as at today's date, this equates to 7.68% of the Company's fully diluted
share capital after taking into account the issue of Placing Shares (as
defined in the Company's announcement of March 24, 2023) that are to be
admitted to trading on AIM at 8.00 a.m. today. Following issue of the Escrow
Shares, Shining Capital will hold 1,827,818 shares, which equates to 9.88% of
the Company's fully diluted share capital.

 

After issue of the Escrow Shares, which is expected to occur on April 4, 2023,
Caledonia will have a total of 18,506,156 common shares of no par value each,
all of which have voting rights. However, this number does not include any
shares that will be issued pursuant to the Zimbabwe Placing (as also defined
in the Company's announcement of March 24, 2023), an update on which will be
announced on March 31, 2023.

 

The figure of 18,506,156 common shares may be used by shareholders as the
denominator for the calculations by which they determine if they are required
to notify their interest in, or a change to their interest in, the Company.

 

Application has been made by Caledonia for the admission of depositary
interests representing the Escrow Shares to trading on AIM and it is
anticipated that trading in such securities will commence on April 4, 2023.

 

As a further reminder, under the Transaction, 5% of the total consideration
shares (256,152 shares (the "Deferred Shares")) continues to be retained by
Caledonia in order to cater for any customary adjustments to the purchase
price to account for any extraordinary liabilities incurred prior to
completion of the Transaction. This calculation is expected to be completed
shortly and further shares will be issued in due course.

 

Enquiries:

 Caledonia Mining Corporation Plc

 Mark Learmonth                                             Tel: +44 1534 679 802

 Camilla Horsfall                                           Tel: +44 7817 841793
 Cenkos Securities plc (Nomad and Joint Broker)

 Adrian Hadden                                              Tel: +44 207 397 1965

 Neil McDonald                                              Tel: +44 131 220 9771

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

 Scott Mathieson/Kane Collings                              Tel: +44 20 3100 2000
 BlytheRay Financial PR

 Tim Blythe/Megan Ray                                       Tel: +44 207 138 3204
 3PPB

 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)

 Dzika Dhana

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

 

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