Caledonia Mining Corporation Plc (“Caledonia” or the
“Company”) (NYSE AMERICAN, AIM and VFEX: CMCL) today announces
that it has entered into an "At the Market" or "ATM" sales
agreement with Cantor Fitzgerald & Co (“Cantor”) (the “ATM
Sales Agreement”), pursuant to which the Company may, at its
discretion from time to time, sell up to US$50,000,000 worth of
shares (the “ATM Offering”). Any sales of shares would occur by
means of ordinary brokers’ transactions or block trades, with sales
only being made on the NYSE American at market prices. Caledonia
expects to use the amount of any net proceeds from the sales for
investment in the development of the Bilboes sulphide project.
In connection with the ATM Offering, yesterday
Caledonia filed a technical report summary titled “Bilboes Gold
Project Technical Report Summary”, prepared for Caledonia by DRA
Projects (Pty) Ltd (“DRA”), in accordance with Subpart 1300 and
Item 601(b)(96) of Regulation S-K (“S-K 1300”), as adopted by the
United States Securities and Exchange Commission.
DRA previously issued an S-K 1300
pre-feasibility study for the project entitled “Bilboes Gold
Project Technical Report Study”, with an issue date of May 15, 2024
and an effective date of December 31, 2023. On June 3, 2024,
Caledonia published a new technical report for Bilboes, which
superseded prior technical reports and technical report summaries
for Bilboes. The new Bilboes technical report was a preliminary
economic assessment prepared in accordance with Canada’s National
Instrument 43-101 and did not comply with S-K 1300.
The purpose of the technical report summary
filed yesterday is to report mineral resources for the project in
accordance with S-K 1300, to present the results of an initial
assessment for the implementation of open pit mining to recover the
gold mineralization and to propose additional work required for
feasibility level studies. The effective date of the technical
report summary, being May 30, 2024, and the amounts of mineral
resources reported are identical to those reported in the
preliminary economic assessment.
The Company intends to publish a new feasibility
study for the project in the first quarter of 2025.
Cantor, acting as
sales agent, may conduct sales for the benefit of the Company
should the Company elect to initiate a transaction or transactions,
dependent on market conditions and such other terms as the Company
may specify. The ATM Sales Agreement is not a formal placing and
any potential sales of new shares are not underwritten by the sales
agent.
Accordingly, an
application has been made to AIM for a block admission in respect
of 4,000,000 new depositary interests representing the same number
of shares in the share capital of the Company which will rank pari
passu with the existing shares in issue. It is expected that the
block admission will become effective on or about December 18,
2024. These new shares will be issued and allotted from
time to time to settle any sales conducted under the ATM Sales
Agreement.
Following admission,
the Company's issued share capital remains unchanged at 19,214,554.
The Company will make six-monthly announcements of the utilisation
of the block admission, in line with its obligations under AIM Rule
29.
A prospectus
supplement, (the “Prospectus Supplement”) to the Company’s base
shelf prospectus (the “Base Shelf Prospectus”), will be filed with
the United States Securities and Exchange Commission (the “SEC”) as
part of the Company’s registration statement on Form F-3 (the
“Registration Statement”). The Prospectus Supplement, the Base
Shelf Prospectus and the Registration Statement contain important
detailed information about the Company and the ATM Offering.
Prospective investors should read the Prospectus Supplement, the
Base Shelf Prospectus and the Registration Statement and the other
documents the Company has filed for more complete information about
the Company and the ATM Offering before making an investment
decision. Investors may obtain copies of the Prospectus Supplement
by visiting the SEC’s website at www.sec.gov.
Enquiries:
Caledonia Mining Corporation PlcMark
LearmonthCamilla Horsfall |
Tel: +44 1534 679 800Tel:
+44 7817 841 793 |
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Cavendish Capital Markets
Limited (Nomad and Joint Broker)Adrian Hadden Pearl
Kellie |
Tel: +44 20 7397 1965Tel:
+44 131 220 9775 |
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Panmure Liberum Limited
(Joint Broker)Scott MathiesonMatt Hogg |
Tel: +44 20 3100 2000 |
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Camarco, Financial PR
(UK)Gordon PooleJulia TilleyElfie Kent |
Tel: +44 20 3757 4980 |
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|
3PPB (Financial PR, North
America)Patrick ChidleyPaul Durham |
Tel: +1 917 991 7701Tel: +1
203 940 2538 |
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|
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 |
Note: 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 the Company's obligations under Article 17 of
MAR.
Cautionary Note Concerning
Forward-Looking InformationInformation 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: filing of
a prospectus supplement, potential sales of shares, development of
the Bilboes sulphide project and the application of the proceeds to
that project. This forward-looking information 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: failure to sell any shares or raise other
finance, establish estimated resources and reserves, the grade and
recovery of ore which is mined varying from estimates, success of
future exploration and drilling programs, reliability of drilling,
sampling and assay data, assumptions regarding the
representativeness of mineralization being inaccurate, success of
planned metallurgical test-work, capital and operating costs
varying significantly from estimates, delays in obtaining or
failures to obtain required governmental, environmental or other
project approvals, inflation, changes in exchange rates,
fluctuations in commodity prices, delays in the development of
projects 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 estimates of
mineral reserves and mineral resources proving to be inaccurate,
failure to sell shares or raise other finance to develop the
Bilboes sulphide project, 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.
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.
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