REG - Caledonia Mining Crp - Pricing of Upsized $125M Convertible Notes

Caledonia MiningAnnouncement

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RNS Number : 0356P  Caledonia Mining Corporation PLC  15 January 2026

Caledonia Mining Corporation Plc

Caledonia Announces Pricing of Upsized $125 Million Offering of 5.875%
Convertible Senior Notes Due 2033

(NYSE AMERICAN, AIM and VFEX: CMCL)

 

ST HELIER, Jersey, January 15, 2026 - Caledonia Mining Corporation Plc
("Caledonia") announces the pricing of $125 million aggregate principal amount
of 5.875% Convertible Senior Notes due 2033 (the "Notes") in a private
placement (the "Convertible Notes Offering") to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"). The size of the Convertible
Notes Offering was increased from the previously announced $100 million
aggregate principal amount of Notes.

In addition, Caledonia granted the initial purchasers of the Notes an option
to purchase, during a 13-day period beginning on, and including, the date on
which the Notes are first issued, up to an additional $25 million aggregate
principal amount of Notes. The Convertible Notes Offering is expected to close
on January 20, 2026, subject to the satisfaction of customary closing
conditions.

The Notes will be general senior unsecured obligations of Caledonia and will
accrue interest payable semiannually in arrears on January 15 and July 15 of
each year, beginning on July 15, 2026, at a rate of 5.875% per year. The Notes
will mature on January 15, 2033, unless earlier converted, redeemed or
repurchased.

Caledonia estimates that the net proceeds from the Convertible Notes Offering
will be approximately $120.2 million (or approximately $144.4 million if the
initial purchasers exercise their option to purchase additional Notes in full)
after deducting the initial purchasers' discounts and commissions and
estimated offering expenses payable by Caledonia. Caledonia expects to use the
net proceeds from the Convertible Notes Offering (i) to pay the approximately
$12.0 million cost of the capped call transactions (as described below) (or
approximately $14.4 million if the initial purchasers exercise their option to
purchase additional Notes in full) and (ii) to provide Caledonia with
additional financial flexibility and enhanced options with respect to any or
all of the following:

·  developing the Bilboes gold project in Zimbabwe (the "Bilboes Project");
and

·  general corporate needs, ongoing operational needs and working capital
requirements.

If the initial purchasers exercise their option to purchase additional Notes,
Caledonia expects to use a portion of the net proceeds from the sale of the
additional Notes to enter into additional capped call transactions with the
Option Counterparties (as defined below) and the remaining net proceeds for
the purposes described above.

The Notes will be convertible at the option of the holders in certain
circumstances. The Notes will be convertible into cash, common shares of
Caledonia ("Common Shares") or a combination of cash and Common Shares, at
Caledonia's election. The initial conversion rate is 24.6837 Common Shares per
$1,000 principal amount of Notes (equivalent to an initial conversion price of
approximately $40.51 per Common Share, which represents a conversion premium
of approximately 25% to the last reported sale price of the Common Shares on
the NYSE American on January 14, 2026), and will be subject to customary
anti-dilution adjustments. In addition, following certain corporate events
that occur prior to the maturity date of the Notes or if Caledonia delivers a
notice of redemption, Caledonia will, in certain circumstances, increase the
conversion rate of the Notes for a holder who elects to convert its Notes in
connection with such a corporate event or convert its Notes called (or deemed
called) for redemption during the related redemption period, as the case may
be.

Caledonia may not redeem the Notes prior to January 21, 2030, except upon the
occurrence of certain changes to the laws governing withholding taxes or in
connection with a cleanup redemption, each as described below. Caledonia may
redeem for cash all or a portion of the Notes (subject to the partial
redemption limitation described below), at its option, on or after January 21,
2030, but only if the last reported sale price of the Common Shares has been
at least 130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and including, the
trading day immediately preceding the date on which Caledonia provides notice
of redemption. Caledonia may also redeem for cash all but not part of the
Notes, at its option, subject to certain conditions, upon the occurrence of
certain changes to the laws governing withholding taxes. In addition,
Caledonia may redeem for cash all but not part of the Notes, at its option, if
(1) less than 20% of the aggregate principal amount of Notes issued pursuant
to the Convertible Notes Offering remains outstanding at the time Caledonia
sends the notice of redemption and (2) certain "liquidity conditions" are
satisfied.  Redemptions of Notes, in each case, shall be at a redemption
price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date. If
Caledonia redeems less than all of the outstanding Notes, at least $25 million
aggregate principal amount of Notes must be outstanding and not subject to
redemption as of, and after giving effect to, delivery of the relevant
redemption notice.

If Caledonia undergoes a "fundamental change" (as defined in the indenture
governing the Notes), then, subject to certain conditions and limited
exceptions, holders may require Caledonia to repurchase for cash all or a
portion of their Notes at a repurchase price equal to 100% of the principal
amount of the Notes to be repurchased, plus accrued and unpaid interest to,
but excluding, the fundamental change repurchase date.

In connection with the pricing of the Notes, Caledonia entered into privately
negotiated capped call transactions with certain financial institutions (the
"Option Counterparties"). The capped call transactions will cover, subject to
anti-dilution adjustments substantially similar to those applicable to the
Notes, the number of Common Shares initially underlying the 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.

The cap price of the capped call transactions relating to the Notes is
initially $56.7175, which represents a premium of 75% over the last reported
sale price of the Common Shares on the NYSE American on January 14, 2026, and
is subject to certain adjustments under the terms of the capped call
transactions.

In connection with establishing their initial hedges of the capped call
transactions, Caledonia expects that the Option Counterparties or their
respective affiliates will enter into various derivative transactions with
respect to the Common Shares and/or purchase Common Shares concurrently with
or shortly after the pricing of the Notes, including with, or from, certain
investors in the Notes. This activity could increase (or reduce the size of
any decrease in) the market price of Common Shares or the trading price of the
Notes at that time.

In addition, the Option Counterparties or their respective affiliates may
modify their hedge positions by entering into or unwinding various derivatives
with respect to the Common Shares and/or purchasing or selling the Common
Shares or other securities of Caledonia in secondary market transactions
following the pricing of the Notes and prior to the maturity of the Notes (and
are likely to do so during the 60 trading day period beginning on the 61(st)
scheduled trading day prior to the maturity date of the Notes and, to the
extent Caledonia exercises the relevant election under the capped call
transactions, following any earlier conversion, redemption or repurchase of
the Notes). This activity could also cause or avoid an increase or a decrease
in the market price of the Common Shares or the Notes, which could affect a
noteholder's ability to convert the Notes and, to the extent the activity
occurs during any observation period related to a conversion of Notes, it
could affect the number of Common Shares, if any, and the value of the
consideration that a noteholder will receive upon conversion of its Notes.

The Notes and any Common Shares issuable upon conversion of the Notes have not
been and will not be registered under 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.

This press release is neither an offer to sell nor a 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.

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 the anticipated completion of the
Convertible Notes Offering and capped call transactions, 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,  and
the anticipated use of proceeds from the Convertible Notes 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. 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.

 

 

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