REG - Caledonia Mining Crp - Transaction to acquire the Bilboes gold project

Caledonia MiningAnnouncement

21/07/2022 07:00

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RNS Number : 2183T  Caledonia Mining Corporation PLC  21 July 2022

Caledonia Mining Corporation Plc

Transaction to acquire the Bilboes gold project in Zimbabwe

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

 

 

St Helier, July 21, 2022 - Caledonia Mining Corporation Plc ("Caledonia" or
the "Company") is pleased to announce that it has signed an agreement to
purchase Bilboes Gold Limited, the parent company which owns, through its
Zimbabwe subsidiary, Bilboes Holdings (Private) Limited ("Bilboes Holdings"),
the Bilboes gold project in Zimbabwe ("Bilboes" or the "Project") for a total
consideration of 5,123,044 Caledonia shares representing approximately 28.5
per cent of Caledonia's fully diluted equity, and a 1 per cent net smelter
royalty ("NSR") on the Project's revenues (the "Transaction"). Based on
yesterday's closing share price on NYSE American of $10.40 per share, the
value of the new shares that will be issued as consideration is currently
$53,279,658. Completion of the Transaction will be subject to several
conditions set out below.

 

Highlights

·    Bilboes is a large, high grade gold deposit located approximately 75
km north of Bulawayo, Zimbabwe. Historically, it has been subject to a limited
amount of open pit mining.

·    The Project has NI43-101 compliant proven and probable mineral
reserves of 1.96 million ounces of gold at a grade of 2.29 g/t and measured
and indicated mineral resources of 2.56 million ounces of gold at a grade of
2.26 g/t and inferred mineral resources of 577,000 ounces of gold at a grade
of 1.89 g/t.  The Project has produced approximately 288,000 ounces of gold
since 1989.

·    A feasibility study prepared by the vendors (the "DRA Feasibility
Study") indicates the potential for an open-pit gold mine producing an average
of 168,000 ounces per year over a 10-year life of mine.

·    Caledonia will conduct its own feasibility study to identify the most
judicious way to commercialise the Project to optimize shareholder returns.
  One approach that will be considered is a phased development which would
minimise the initial capital investment and reduce the need for third party
funding.

·    Prior to completion of the Transaction, Caledonia will enter a
tribute arrangement with Bilboes Holdings so that oxide operations can be
re-started with the expectation that Bilboes Holdings will return to
profitable operations within 6 months. This also has the benefit of an element
of pre-stripping for the main development of the Project.

·    The Transaction is subject to several conditions including:

 

·    that Bilboes Holdings receives confirmation from the Zimbabwe
authorities that it will, for the life of the mine, be able to export gold
directly and to retain 100 per cent of the sale proceeds in US dollars with no
requirement to convert US dollar gold revenues into domestic currency; and

 

·    an arrangement with or confirmation from the Zimbabwe authorities
and/or an independent power producer regarding the future availability of a
sufficiently reliable and affordable electricity supply to the Project.

·    Caledonia will, subject to satisfaction of conditions and any
customary adjustments to the purchase price to account for any extraordinary
liabilities incurred before completion, purchase Bilboes Gold Limited
("Bilboes Gold") for a consideration to be settled by the issue to the sellers
of 5,123,044 new shares in Caledonia and a 1 per cent NSR on the Project's
revenues.  Based on yesterday's closing share price on NYSE American of
$10.40 per share, the value of the new shares that will be issued as
consideration is currently $53,279,658.

 

Commenting on the announcement, Mark Learmonth, Chief Executive Officer, said:

 

"We are delighted to have signed an agreement for the purchase of Bilboes, the
premier gold development project in Zimbabwe, and indeed one of the best gold
development projects in Africa.

 

"This is a transformational asset for Caledonia, as we embark on the next step
in our journey to become a multi-asset, mid-tier gold producer. Once in full
production (which will be subject to financing of the capex) Caledonia's
management believes that Bilboes could produce three times our current 64 per
cent attributable share of gold production from Blanket, resulting in
production from the enlarged Caledonia group being potentially four times its
current size.

 

"The acquisition of Bilboes will build on the recent acquisition of the
Maligreen claims which host NI 43-101 compliant inferred mineral resources of
940,000 ounces of gold in 15.6 million tonnes at a grade of 1.88g/t 1 . We
continue our work at Maligreen which is focused on increasing the confidence
level of the resource base.

 

"We have followed the progress of Bilboes for several years and today's
announcement marks the culmination of many years of hard work on the part of
both the Caledonia and Bilboes management teams.

 

"The proposed acquisition of Bilboes is well timed following the completion of
the Central Shaft project at Blanket in 2021 as we look to reinvest some of
our surplus cash flow in this exciting new growth opportunity.

 

"I look forward to updating shareholders as we review the investment plan for
Bilboes and as we continue work at Maligreen."

 

 

About Bilboes

Bilboes was formerly owned and explored by Anglo American Corporation Zimbabwe
Limited prior to its exit from the Zimbabwean gold sector in 2003. The project
is approximately 75km north of Bulawayo with a total land package comprising
mining claims covering 6,870 hectares and exclusive prospecting orders
totaling approximately 92,000 hectares. Bilboes Gold is owned by the
following:

·    Toziyana Resources Limited ("Toziyana") (50 per cent) - a private
Mauritius company wholly owned by GAT Investments (Private) Limited, a
Zimbabwe company which is controlled by Mr. Victor Gapare, a prominent
Zimbabwean mining entrepreneur. Mr Gapare was previously the Operations
Director for the gold and pyrites business of Anglo American Corporation
Zimbabwe Limited when Bilboes was part of its portfolio, prior to a management
buyout in which he was involved, and is a former President of the Chamber of
Mines Zimbabwe. Following the successful completion of the Transaction, Mr
Gapare will be appointed as an executive director of Caledonia;

·    Baker Steel Resources Trust Limited ("BSRT") (24 per cent) - a
London-listed investment trust managed by Baker Steel Capital; and

·    Infinite Treasure Limited ("Infinite Treasure") (26 per cent) - a
British Virgin Islands registered subsidiary of Shining Capital Holdings LP.
II, a Cayman Islands registered investment fund.

The Project has produced a total of approximately 288,000 ounces of gold since
1989 of which approximately 90,000 ounces were produced by the current owners.
Bilboes has also completed a total of 93,400 meters of drilling over a total
strike length of 7.4km. Approximately 60 per cent of this drilling was diamond
core drilling.

 

Bilboes Gold had an unaudited loss before tax for the year ended 31 December
2021 of $1.5m and unaudited net assets at 31 May 2022 of $23m. The audit
process is progressing and audited results for the year ended 31 December 2021
are expected to be completed prior to the Transaction completing.  Investors
should note that the historic financial performance of the business relates
primarily to the legacy oxide mining operations and not the larger scale
sulphide project.

 

Bilboes Holdings engaged DRA Projects (Pty) Ltd ("DRA") to complete the DRA
Feasibility Study  with an effective date of 15 December 2021 for the
Project, a copy of which is being filed on SEDAR today 2 .  The mineral
resources and reserves set out in the report are summarised below:

 

 

 Mineral Resources (Cut off grade 0.9g/t)
 Category                     Tonnes (Mt)  Grade (g/t)  Ounces (koz)
 Measured                     6.128        2.51         495
 Indicated                    29.052       2.21         2,061
 Total M&I                    35.180       2.26         2,555
 Inferred                     9.475        1.89         577
 In Situ Mineral Reserves
 Category                     Tonnes (Mt)  Grade (g/t)  Ounces (koz)
 Proven                       5.858        2.42         456
 Probable                     20.785       2.26         1,509
 Total Proven & Probable      26.644       2.29         1,964

 

1.     Mineral resources are inclusive of mineral reserves.

2.     Mineral resources that are not mineral reserves do not have
demonstrated economic viability.

3.     Mineral resources have been assessed using a long term gold price
of $2,400/oz and mineral reserves have been assessed using a long term gold
price of $1,500/oz

4.     CIM definitions (May 10, 2014) observed for classification of
mineral resources.

5.     Block bulk density interpolated from specific gravity measurements
taken from core samples.

6.     Resources are constrained by a Lerchs-Grossman (LG) optimized pit
shell using Whittle software.

7.     Mineral resources are not mineral reserves and have no demonstrated
economic viability. The estimate of mineral

resources may be materially affected by mining, processing, metallurgical,
infrastructure, economic, marketing, legal,

environmental, social and governmental factors ("Modifying Factors").

8.     Numbers may not add due to rounding.

9.     Effective date of resource estimate is 25th of October 2021.

10.  DRA is confident that enough geological work has been undertaken, and
sufficient geological understanding gained, to enable the construction of an
ore body model suitable for the derivation of mineral resource and mineral
reserve estimates. DRA considers that both the modelling and the grade
interpolation have been carried out in an unbiased manner and that the
resulting grade and tonnage estimates should be reliable within the context of
the classification applied. In addition, DRA is not aware of any
metallurgical, infrastructural, environmental, legal, title, taxation,
socio-economic, or marketing issues that would impact on the mineral resource,
or reserve statements as presented in the DRA Feasibility Study.

 

Feasibility studies

Caledonia will conduct its own feasibility study to identify the most
judicious way to commercialise the Project to optimise shareholder returns,
having regard to the availability of debt and equity on acceptable terms to
augment the cash that is expected to be generated from Caledonia's existing
gold operation in Zimbabwe, the Blanket Mine.  One approach that will be
considered is a phased development which would minimise the initial capital
investment and reduce the need for third party funding.

For information purposes only, the DRA Feasibility Study indicates the
potential for an open-pit gold mine producing an average of 168,000 ounces per
year over a 10-year life of mine.

 

Specifically, the DRA Feasibility Study has the following highlights:

 

 Life of Mine                                                  10 Years
 Planned Production Rates                                      Isabella & McCays 2.88Mtpa

                                                               Bubi 2.160Mtpa
 Life of Mine Gold Production (Oz)                             1.673 million ounces
 Average Annual Nine Year Steady state  LOM Production (koz)   168koz per year
 Peak Production (koz)                                         208koz per year
 LOM C1 Cash Cost ($/oz)                                       $719/oz
 Peak Funding Requirement ($m)                                 $250m
 Economic Analysis as at 15(th) December 2021
 Gold Price ($/oz)                                             $1,350/oz    $1,500/oz    $1,650/oz
 Post Tax NPV (10%) ($m)                                       $126.9m      $225.2m      $323.3m
 Post Tax IRR (%)                                              20.5%        27.3%        33.4%
 AISC ($/oz)                                                   $811/oz      $818/oz      $826/oz

 

The ore at the Bilboes deposits is refractory and will require specialised
metallurgical processing.  DRA has conducted work on the metallurgical
processing which concludes that approximately 84 per cent of the gold
contained can be recovered using Biox technology in conjunction with gravity
and carbon-in-leach processing.  DRA's work has been reviewed by Caledonia's
internal team and technical consultants during the due diligence process.

 

As indicated above, Caledonia believes the development plan outlined in the
DRA Feasibility Study can be modified to a phased approach with lower initial
production and a lower peak funding requirement. Based on Caledonia's
assessment of the existing capital intensity of the Project and Caledonia's
experience of project development in Zimbabwe, Caledonia estimates that the
peak up-front capital investment could be reduced to less than $100m for the
construction of a mine with an initial production capacity of approximately
60,000 ounces per year before increasing the operation in subsequent phases to
achieve an operation of similar scale to that described in the DRA Feasibility
Study, being approximately 168,000 ounces per year. Caledonia intends to spend
approximately 12 months following completion of the Transaction further
reviewing the DRA Feasibility Study with a view to formulating a project
development plan that takes into account Caledonia's future cash generation
profile from the Blanket Mine and the oxide mining and processing operations
at Bilboes (described further below), the availability of additional funding
on acceptable terms and Caledonia's experience of developing large-scale
mining projects in Zimbabwe over the past 6 years (e.g. the Central Shaft
project). Accordingly, readers should treat the foregoing economic highlights
as indicative only and as subject to change following the finalisation of
Caledonia's revised development plan. Caledonia will update the market when
the results of its own feasibility study review are complete.

 

The Transaction

 

Subject to the satisfaction of various conditions precedent, Caledonia will
purchase Bilboes Gold for a total consideration comprising 5,123,044 Caledonia
shares and a 1 per cent NSR from the Project at completion (the
"Consideration"). Subject to receipt of the necessary regulatory approvals,
the Consideration will be split amongst the current Bilboes Gold shareholders
as follows:

 

·    2,863,336 new shares in Caledonia will be issued to Toziyana of which
approximately 441,000 Caledonia shares will be withheld by Caledonia and will
be issued to Infinite Treasure in settlement of a separate commercial
arrangement between Toziyana's holding company and Infinite Treasure.  The
issue of the withheld shares to Infinite Treasure is subject to Reserve Bank
of Zimbabwe approval for the commercial arrangement between Toziyana's holding
company and Infinite Treasure

·    800,000 new shares in Caledonia and the 1% NSR will be issued to
BSRT; and

·    1,459,708 new shares in Caledonia will be issued to Infinite
Treasure.  As noted above, Infinite Treasure will also receive a further
approximately 441,000 Caledonia shares from Toziyana's allocation of
Consideration shares in settlement of their separate commercial arrangement.

 

The Consideration shares shall be subject to sale restrictions for a 6-month
period following completion of the Transaction. The NSR is perpetual but will
be capped at a figure to be agreed between the parties but is currently
indicated to be a theoretical maximum of $75million (which would require the
Project to produce revenues of $7.5billion).

 

Toziyana, as the largest new holder of shares and Caledonia will enter into a
relationship agreement with customary terms upon the new Consideration shares
being issued.

 

Caledonia currently has 12,833,126 shares in issue. The issue of an additional
5,123,044 new shares (on the basis that all shares are issued and there is no
adjustment to the consideration) would result in the total number of shares in
issue increasing to 17,956,170, giving the current owners of Bilboes Gold
Limited an aggregate of 28.5 per cent of the post Transaction shares in issue.

 

The Transaction will be subject to several conditions precedent including but
not limited to:

·    An arrangement with the Zimbabwe authorities which allows inter alia:

o that Bilboes Holdings will, for the life of the mine, be able to export gold
directly and to retain 100 per cent of the sale proceeds in US dollars; and

o that there will be no requirement for Bilboes Holdings to convert US dollar
gold revenues into domestic currency;

·    an arrangement with the Zimbabwe authorities, or an independent power
producer regarding the future availability and cost of a sufficiently reliable
electricity supply to the Bilboes mining and processing operations;

·    Zimbabwean regulatory approvals from the Zimbabwe Competition and
Tariff Commission, the Zimbabwe Revenue Authority and the Reserve Bank of
Zimbabwe; and

·    approvals for the listing of the Consideration shares from applicable
securities exchanges.

 

Under the terms of the Transaction, Caledonia will take on the working capital
obligations of the Bilboes group at the time of completion. The Bilboes group
is estimated to have a current net working capital liability of approximately
$6 million.

 

On completion of the acquisition, Mr Gapare is expected to be appointed as an
executive director with specific responsibility for government relations in
Zimbabwe, the implementation of Caledonia's environmental and sustainability
strategy and participation in investor relations, with a salary of US$470,000
and short and long-term incentives that are offered to other senior
executives.  His extensive experience of both the Project and mining in
Zimbabwe will be an invaluable addition to the Board.

 

Tribute arrangement to generate short-term cashflow

 

Bilboes currently has a functional oxide mining and metallurgical plant at the
Project site which has historically produced up to 20,000 ounces of gold per
annum but is currently on care and maintenance. Caledonia will enter into a
tribute agreement with Bilboes Holdings to mine the oxide and transitional
ore.  This tribute agreement will commence as soon as it has been registered
with the relevant authorities and will continue until completion of the
Transaction.  The objective of the tribute arrangement is to create short
term cash flow and allow Bilboes Holdings to maintain its operational
integrity in the period up to completion of the Transaction and the
commencement of sulphide mining operations. Under the terms of the tribute
agreement, Caledonia will fund the necessary capital and operational costs and
will receive 100 per cent of the revenue from the mining operation while
paying a 5 per cent royalty to Bilboes Holdings which it will apply to its
working capital liabilities. The cumulative maximum funding cost to restart
the oxides is expected to be in the range of $3 million to $5 million and the
oxide mining operation is expected to take approximately 6 months to restart
and repay the initial funding costs.   On completion of the Transaction or
if the Transaction fails to complete and Caledonia has recouped its investment
at an adequate internal rate of return, the tribute agreement will be
terminated. On completion of the Transaction, Caledonia expects to continue to
mine and process the oxides and transitional ore and to use the proceeds to
contribute towards funding the capital cost of the larger scale sulphide
project.

 

Rothschild & Co acted as financial advisor to Caledonia. Hannam &
Partners acted as financial advisor to Bilboes.

 

 

 

Caledonia's Chairman, Leigh Wilson, also commented on the announcement,
saying:

 

"It gives me great satisfaction to sign an agreement for the purchase of
Bilboes, a transformational asset for our business. Today's announcement
represents the culmination of many months of hard work on behalf of both
parties for which I extend my and the board's sincere appreciation.

 

"I would like to extend a welcome to Bilboes' existing shareholders as they
become significant shareholders in Caledonia on completion and I look forward
to their long-term support as we continue to grow the business. I would also
like to extend a warm welcome to all the employees of Bilboes as we look
forward to them becoming our colleagues.

 

"As with many deals of this nature there remain several significant conditions
precedent which I am confident that both parties will continue to work to
resolve. Pending the successful resolution of these matters and the subsequent
completion of the Transaction, I look forward to working with Victor as a
fellow director.

 

"Lastly, I would like to take this opportunity to thank our existing
shareholders, many of whom have been investors in Caledonia for over a decade.
Their patience has been rewarded as we have delivered on our strategy over the
last decade, and I look forward to their continued support as we embark on the
next phase of growth."

 

 

Conference Call Details

 

Management will host a conference call / webinar at 2pm British Summer Time on
July 28, 2022.

 

Details for the call are as follows:

 

When: July 28, 2022 at 02:00 PM London

Topic: Webinar for Caledonia Shareholders

 

Register in advance for this webinar:

https://caledoniamining.zoom.us/webinar/register/WN_iuYwxS76Q8yNMNhPC94Dgw
(https://caledoniamining.zoom.us/webinar/register/WN_iuYwxS76Q8yNMNhPC94Dgw)

 

After registering, you will receive a confirmation email containing
information about joining the webinar.

 

 

 

 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

 Rothschild & Co (Financial Advisor to Caledonia)

 Giles Douglas

 Muhammad Jaffer                                          Tel: +27 11 428 3700

                                                          Tel: +44 20 7280 5000

 

 

Note: The information contained within this announcement is deemed by the
Company to constitute inside information under 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: production guidance, estimates of
future/targeted production rates, the completion of the sale and purchase
agreement, the satisfaction of all conditions precedent in connection with the
acquisition, the completion of the acquisition and the issuance of the
acquisition consideration, our plans regarding a modified development plan
with a phased approach with lower initial production and a lower peak funding
requirement and our plans and timing regarding further exploration and
drilling and development.  The forward-looking information contained in this
news release 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: the establishment of estimated resources and reserves, the
grade and recovery of minerals which are mined varying from estimates, success
of future exploration and drilling programs, reliability of drilling, sampling
and assay data, the representativeness of mineralization being accurate,
success of planned metallurgical test-work, capital availability and accuracy
of estimated operating costs, obtaining required governmental, environmental
or other project approvals, inflation, changes in exchange rates, fluctuations
in commodity prices, delays in the development of projects, the assessment of
the existing capital intensity of the Bilboes gold project and Caledonia's
experience of project development in Zimbabwe 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 the completion of
the acquisition, risks relating to estimates of mineral reserves and mineral
resources proving to be inaccurate, 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.

 

National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI
43-101") is a rule of the Canadian Securities Administrators which establishes
standards for all public disclosure an issuer makes of scientific and
technical information concerning mineral projects.  Unless otherwise
indicated, all reserves and resource estimates contained in this press release
have been prepared in accordance with NI 43-101 and the Canadian Institute of
Mining, Metallurgy and Petroleum Classification System.  These standards
differ from the requirements of the U.S. Securities and Exchange Commission
(the "SEC"), and reserve and resource information contained in this press
release may not be comparable to similar information disclosed by U.S.
companies.  The requirements of NI 43-101 for identification of reserves and
resources are also not the same as those of the SEC, and any reserves or
resources reported in compliance with NI 43-101 may not qualify as "reserves"
or "resources" under SEC standards.  Accordingly, the mineral reserve and
resource information set forth herein may not be comparable to information
made public by companies that report in accordance with United States
standards.

 

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.

 

 1  (#_ftnref1) Refer to technical report entitled "Caledonia Mining
Corporation Plc NI 43-101 Mineral Resource Report on the Maligreen Gold
Project, Zimbabwe" by Minxcon (Pty) Ltd dated November 2, 2021 and filed on
SEDAR (www.sedar.com) on November 3, 2021.

 2  (#_ftnref2) Refer to the technical report entitled "BILBOES GOLD PROJECT
FEASIBILITY STUDY" with effective date 15 December 2021 prepared by DRA
Projects (Pty) Ltd which is being filed by the Company on SEDAR
(www.sedar.com) today. This news release has been approved by Mr Dana Roets (B
Eng (Min.), MBA, Pr.Eng., FSAIMM, AMMSA), Chief Operating Officer, the
Company's qualified person as defined by Canada's National Instrument 43-101 -
Standards of Disclosure for Mineral Projects ("NI 43-101"). Mr. James Gemmell
of DRA Projects (Pty) Ltd, the qualified person responsible for the report,
has also approved this news release. Mr. Sivanesan (Desmond) Subramani has
verified the data disclosed herein, including sampling, analytical and test
data informing the mineral resource and Mr. David Alan Thompson has reviewed
the reserve estimate by reviewing the methodologies, results and all
procedures undertaken in a manner consistent with industry practice, and all
matters were consistent and accurate according to his professional judgement.
There were no limitations on the verification process.

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