REG - Caledonia Mining Crp - Issue of Securities and New LTIP Awards
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RNS Number : 1583Z Caledonia Mining Corporation PLC 02 April 2026
Caledonia Mining Corporation Plc
(NYSE AMERICAN, AIM and VFEX: CMCL)
Issue of Securities Pursuant to Long Term Incentive Plan Awards and
Issue of New Long Term Incentive Plan Awards
St Helier, April 2, 2026: Caledonia Mining Corporation Plc ("the Company"
or "Caledonia") announces that, pursuant to the vesting of awards made under
the 2015 Omnibus Equity Incentive Compensation Plan of the Company (the
"Plan") and following the publication of preliminary financial results for the
year ended December 31, 2025, a total of 22,051 common shares of no par value
in the Company are being issued on or about April 9, 2026 to members of staff
within the Company's group, including in the form of depositary interests and
Zimbabwe depositary receipts in respect of such shares (together the
"Securities").
The following "Persons Discharging Managerial Responsibility" within the
meaning of the Market Abuse Regulation (EU) No. 596/2014 ("PDMRs") shall
receive the following Securities as set out below:
Name Position Number of Securities Resulting interest in share capital of the Company (number and percentage)
John Mark Learmonth Director and Chief Executive Officer 7,134 223,982 (1.16%)
Ross Jerrard Chief Financial Officer 2,062 2,062 (0.01%)
Application has been made by Caledonia for the admission of depositary
interests representing all the issued shares to trading on AIM and it is
anticipated that trading in such Securities will commence on or about April 9,
2026.
Following issue of all the Securities, the Company will have a total number of
shares in issue of 19,335,079 common shares of no par value each. Caledonia
has no shares in treasury; therefore, this figure may be used by holders of
Securities 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.
Caledonia further announces that the Compensation Committee of the Board of
Directors of the Company has approved the grant of new long term incentive
plan awards under the Plan to members of staff in the group (the "Grant"),
including to the following PDMRs with the following values as at April 1, 2026
(the "Grant Date"):
Name of PDMR Position Values
John Mark Learmonth Director and Chief Executive Officer US$504,009
Ross Jerrard Chief Financial Officer US$328,000
Victor Gapare Executive Director US$421,127
The Grant is in the form of target Performance Units ("PUs"), as defined in
the Plan. The final number of PUs which vest on maturity of the awards will be
adjusted to reflect the actual performance of the group in terms of various
operating metrics including (i) completion of the construction of the Bilboes
Gold Project in terms of budget and schedule ("Bilboes metrics"), (ii) gold
production, cost control and resource development at Blanket Mine, and (iii)
establishment of a mineral resource estimate at Motapa, and is subject to
certain minimum and maximum thresholds.
The vesting date for the PUs shall be the first business day in April 2029,
although if the Bilboes Gold Project is not constructed by then the proportion
of PUs subject to the Bilboes metrics will vest immediately following
completion of construction, subject to any closed periods.
The numbers of PUs awarded are equal to the monetary values of the Grant
divided by the "Fair Market Value" (as defined in the Plan) of the Company's
shares, being the greater of (i) the closing price of Caledonia's shares on
the NYSE American on the trading day preceding the date of the award or (ii)
the volume-weighted average closing price of Caledonia's shares on the NYSE
American for the five days preceding the date of the award, which resulted in
a price of US$22.59 for the PUs awarded on the Grant Date.
Each PU that vests entitles the PDMR to receive one Caledonia common share (or
a security representing a share) on the maturity of the award. Securities
that are issued to PDMRs pursuant to vesting PUs are subject to a minimum
holding period of one year in case vested awards become subject to forfeiture,
reduction or cancellation.
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/Fergus Young/Elfie Kent Tel: +44 20 3757 4980
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
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name John Mark Learmonth
2 Reason for the notification
a) Position/status Director and Chief Executive Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Caledonia Mining Corporation Plc
b) LEI 21380093ZBI4BFM75Y51
4 Details of the transaction(s): section to be repeated for (i) each type
of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value or depositary interests representing such common
shares
Identification code
JE00BF0XVB15
b) Nature of the transaction Award of target performance units under the 2015 Omnibus Equity Incentive
Compensation Plan which vest in the form of shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 22,311
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 1 April 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
1 April 2026
f)
Place of the transaction
Outside a trading venue
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Ross Jerrard
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Caledonia Mining Corporation Plc
b) LEI 21380093ZBI4BFM75Y51
4 Details of the transaction(s): section to be repeated for (i) each type
of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value
JE00BF0XVB15
Identification code
b) Nature of the transaction Issue of securities
c) Price(s) and volume(s) Price(s) Volume(s)
US$22.59 2,062
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 1 April 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
1 April 2026
f)
Place of the transaction
Outside a trading venue
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Ross Jerrard
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Caledonia Mining Corporation Plc
b) LEI 21380093ZBI4BFM75Y51
4 Details of the transaction(s): section to be repeated for (i) each type
of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value or depositary interests representing such common
shares
Identification code
JE00BF0XVB15
b) Nature of the transaction Award of target performance units under the 2015 Omnibus Equity Incentive
Compensation Plan which vest in the form of shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 14,519
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 1 April 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
1 April 2026
f)
Place of the transaction
Outside a trading venue
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Victor Gapare
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Caledonia Mining Corporation Plc
b) LEI 21380093ZBI4BFM75Y51
4 Details of the transaction(s): section to be repeated for (i) each type
of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value or depositary interests representing such common
shares
Identification code
JE00BF0XVB15
b) Nature of the transaction Award of target performance units under the 2015 Omnibus Equity Incentive
Compensation Plan which vest in the form of shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 18,642
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 1 April 2026
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
1 April 2026
f)
Place of the transaction
Outside a trading venue
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