REG - Caledonia Mining Crp - Proposed $100M Offering of Convertible Notes

Caledonia MiningAnnouncement

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RNS Number : 9632O  Caledonia Mining Corporation PLC  15 January 2026

Caledonia Mining Corporation Plc

Caledonia Announces Proposed $100 Million Offering of Convertible Senior Notes
Due 2033

(NYSE AMERICAN, AIM and VFEX: CMCL)

ST HELIER, Jersey, January 14, 2026 - Caledonia Mining Corporation Plc
("Caledonia"), a gold production, exploration and development company, today
announced its intention to offer $100 million aggregate principal amount of
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"). Caledonia also intends to grant 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 $20 million aggregate principal amount of notes.

The Convertible Notes Offering is subject to market and other conditions, and
there can be no assurance as to whether or when the Convertible Notes Offering
may be completed, or as to the actual size or terms of the Convertible Notes
Offering.

The Notes will be general senior unsecured obligations of Caledonia and will
accrue interest payable semi-annually in arrears. The Notes will be
convertible at the option of holders under certain conditions into cash,
common shares of Caledonia ("Common Shares") or a combination of cash and
Common Shares, at Caledonia's election. The interest rate, initial conversion
rate and other terms of the Notes will be determined at the time of pricing of
the Convertible Notes Offering.

Caledonia expects to use the net proceeds from the Convertible Notes Offering,
if consummated, (i) to pay the cost of the capped call transactions (as
described below) 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 use the remaining net proceeds
for the purposes described above.

In connection with the pricing of the Notes, Caledonia expects to enter into
privately negotiated capped call transactions with one or more of the initial
purchasers of the Notes or affiliates thereof and/or other 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 Common 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.

In connection with establishing their initial hedges of the capped call
transactions, Caledonia expects the Option Counterparties or their respective
affiliates will enter into various derivative transactions with respect to
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 Common Shares and/or purchasing or selling 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 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 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

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 proposed terms of the Notes,
the capped call transactions, the completion, timing and size of the proposed
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, the
grant to the initial purchasers in the Convertible Notes Offering of the
option to purchase additional Notes, and the anticipated use of proceeds from
the 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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