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RNS Number : 1970U Caledonia Mining Corporation PLC 24 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.
Caledonia Mining Corporation Plc
(NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL)
Result of Placing
Caledonia Mining Corporation Plc ("Caledonia" or the "Company") is pleased to
announce that, further to the announcement made at 7.05 a.m. today regarding
the Fundraise (the "Launch Announcement"), it has raised, subject to certain
conditions, approximately £8.7 million (approximately US$10.6 million) before
expenses under the Placing. The Placing received strong support from new and
existing institutional investors. As announced in the Launch Announcement, it
is expected that the Zimbabwe Placing will remain open until 12.00 p.m. on 31
March 2023 and a further announcement will be made in respect thereof in due
course.
A total of 781,749 Placing Shares have been placed with domestic and
international institutional and sophisticated investors, conditional on
Admission, at the Placing Price. Cenkos, Liberum, and Standard Bank acted as
joint bookrunners in relation to the Placing.
The net proceeds of the Fundraise, together with the Company's existing cash
reserves and the future cash to be generated from its ownership of the
producing and cash generative Blanket Mine and from the Bilboes oxide
operation, will strengthen the Company's balance sheet and provide the Company
with working capital flexibility to accelerate planned work at the three new
gold projects it is currently undertaking in Zimbabwe.
Caledonia Mining Corporation Plc, Chief Executive Officer, Mark Learmonth,
commented:
"This modest fund raise allows us to accelerate progress on our very
attractive package of exploration and development assets in Zimbabwe. In
addition, I am pleased to see a range of institutional investors who support
Caledonia's long-term vision join the share register."
Director / PDMR Dealing
Mark Learmonth, Chief Executive Officer, and Toziyana Resources Limited
("Toziyana Resources"), a company affiliated with Victor Gapare, executive
Director of the Company, have conditionally subscribed for 3,587 Placing
Shares and 11,000 Placing Shares respectively, both at the Placing Price. The
resultant interests in shares of Mark Learmonth and Victor Gapare are as
follows:
Director Common Shares held prior to Placing Percentage interest prior to Placing Number of new Common Shares allocated pursuant to Placing Number of Common Shares held immediately after Admission Percentage interest immediately after Admission
Mark Learmonth 181,397 1.05% 3,587 184,984 1.02%
Victor Gapare¹ 2,279,074 13.19% 11,000 2,290,074 12.68%
¹ Victor Gapare is the settlor of the trust which owns Toziyana Resources and
is therefore considered to be interested in such Common Shares
Mark Learmonth and Victor Gapare are both considered to be "Persons
Discharging Managerial Responsibility" within the meaning of the MAR ("PDMRs")
and copies of notification forms are included below.
Admission, settlement and dealings
An application has been made to the London Stock Exchange ("LSE") for 781,749
Placing Shares to be admitted to trading on AIM ("Admission"), with Admission
expected to occur at 8.00 a.m. on 30 March 2023. The Placing Shares will rank
pari passu with the Common Shares in the Company, with settlement scheduled
for 30 March 2023.
Following the issue of the 781,749 Placing Shares, the Company will have a
total of 18,065,061 Common Shares in issue, all of which have voting rights.
The figure of 18,065,061 Common Shares may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or change their interest in, the
Company.
Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Launch Announcement.
Enquiries:
Caledonia Mining Corporation Plc
Mark Learmonth Tel: +44 1534 679 800
Camilla Horsfall Tel: +44 7817 841 793
Cenkos Securities plc (Nomad and Joint Bookrunner)
Adrian Hadden Tel: +44 207 397 1965
Neil McDonald Tel: +44 131 220 9771
George Lawson Tel: +44 207 397 8966
Liberum Capital Limited (Joint Bookrunner)
Scott Mathieson Tel: +44 20 3100 2000
Kane Collings
Lucas Bamber
The Standard Bank of South Africa Limited (Joint Bookrunner)
Sthembiso Majola Tel: +27 11 344 5891
Anders Alfredson Tel +44 203 1675174
IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)
Lloyd Mlotshwa Tel: +263 242 745 119
BlytheRay Financial PR (UK)
Tim Blythe/Megan Ray Tel: +44 207 138 3204
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 7780 2131
Tel: +263 (242) 745 119/33/39
IMPORTANT NOTICES
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
Cenkos and Liberum are authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Bookbuilding process and the
Placing will not regard anyone (including any Placees) (whether or not a
recipient of this Announcement) as a client, and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuild and/or the
Placing or any other matters referred to in this Announcement.
Standard Bank is acting exclusively for the Company and no one else in
connection with the Bookbuild and the Placing, and will not regard anyone
(including the Placees) (whether or not a recipient of this document) as a
client in relation to the Placing, and will not be responsible to anyone other
than the Company for providing the protections afforded to their respective
clients, nor for providing advice, in relation to the Bookbuild and/or the
Placing or any other matter referred to in this Announcement.
Forward-looking statements
This announcement may include certain "forward-looking statements" and
"forward-looking information" under applicable securities laws. Except for
statements of historical fact, certain information contained herein
constitutes forward-looking statements. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", and other similar words, or
statements that certain events or conditions "may" or "will" occur.
Forward-looking statements are based on the opinions and estimates of
management at the date the statements are made, and are based on a number of
assumptions and subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required third party
regulatory and governmental approvals will be obtained. Many of these
assumptions are based on factors and events that are not within the control of
the Company and there is no assurance they will prove to be correct. Factors
that could cause actual results to vary materially from results anticipated by
such forward-looking statements include changes in market conditions and other
risk factors discussed or referred to in this announcement and other documents
filed with the applicable securities regulatory authorities. Although the
Company has attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause actions,
events or results not to be anticipated, estimated or intended. There can be
no assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. The Company undertakes no obligation to update
forward-looking statements if circumstances or management's estimates or
opinions should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking statements.
General
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) or any previous announcement made by the Company is incorporated in,
or forms part of, this Announcement.
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 Mark Learmonth
2 Reason for the notification
a) Position/status 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 Depositary interests representing common shares of no par value
Identification code JE00BF0XVB15
b) Nature of the transaction Purchase of Placing Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
£11.15 3,587
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 24 March 2023
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Victor Gapare through Toziyana Resources Limited
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 Depositary interests representing common shares of no par value
Identification code JE00BF0XVB15
b) Nature of the transaction Purchase of Placing Shares
c) Price(s) and volumes(s) Price(s) Volume(s)
£11.15 11,000
d) Aggregated information N/A single transaction
Aggregated volume N/A single transaction
Price N/A single transaction
e) Date of the transaction 24 March 2023
f) Place of the transaction Outside of a trading venue
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