Caledonia Announces Closing of Upsized $150 Million Convertible Senior Notes Offering and Full Exercise of Initial Purchasers' Option to Purchase Additional Notes

Rhea-AI Summary

Caledonia Mining (NYSE AMERICAN, AIM, VFEX: CMCL) closed an upsized offering of $150.0 million aggregate principal amount of 5.875% Convertible Senior Notes due 2033, including full exercise of an initial purchasers' option for an additional $25.0 million.

Key terms: cash coupon 5.875% payable semi‑annually beginning July 15, 2026; conversion price ~$40.51 per share (~25% premium to the Jan 14, 2026 share price); capped call purchase cost ~$14.4 million with a cap price ~$56.72 (~75% premium).

Positive

• Raised $150.0 million of long‑term capital via convertible notes
• Conversion price of $40.51 implies ~25% premium to Jan 14, 2026 share price
• Capped call program purchased for $14.4 million to mitigate dilution

Negative

• Fixed cash interest burden of 5.875% per annum until conversion or maturity
• Potential dilution if notes convert, despite capped calls and cash‑settlement options
• Notes mature on Jan 15, 2033, creating long‑dated interest obligations

Key Figures

Convertible notes size: $150 million Additional notes option: $25 million Coupon rate: 5.875% per annum +5 more

8 metrics

Convertible notes size $150 million Aggregate principal amount of 5.875% Convertible Senior Notes due 2033

Additional notes option $25 million Initial purchasers’ option fully exercised within the $150 million total

Coupon rate 5.875% per annum Cash interest on Convertible Senior Notes, payable semi-annually

Maturity date January 15, 2033 Final maturity of Convertible Senior Notes unless earlier converted or redeemed

Conversion price $40.51 per share Conversion price, about 25% premium to Jan 14, 2026 NYSE price

Conversion premium 25% Premium of conversion price to last reported NYSE American sale price

Capped call cap price $56.72 Cap price, 75% over Jan 14, 2026 NYSE American share price

Capped call cost $14.4 million Purchase price for cash-settled capped call options

Market Reality Check

Price: $27.50 Vol: Volume 1,427,628 vs 20-da...

high vol

$27.50 Last Close

Volume Volume 1,427,628 vs 20-day average 502,517 (relative volume 2.84) ahead of this offering update. high

Technical Trading above 200-day MA, with price $27.50 vs 200-day MA at $24.03.

Peers on Argus

CMCL gained 1.03% with elevated volume while gold peers were mixed: GAU +3.09%, ...

CMCL gained 1.03% with elevated volume while gold peers were mixed: GAU +3.09%, GROY +1.76%, ODV +2.79%, IAUX +3.55%, DC -0.93%, suggesting a company-focused response to the convertible notes closing.

Historical Context

5 past events · Latest: Jan 14 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 14	Convertible pricing	Negative	-1.3%	Upsized $125M convertible notes pricing with capped call structure disclosed.
Jan 14	Financing announcement	Negative	-1.3%	Proposed $100M senior unsecured convertible notes for Bilboes and corporate uses.
Jan 14	Production guidance	Negative	-1.3%	FY 2025 production met guidance but FY 2026 output and cost guidance tightened.
Jan 14	Management change	Neutral	-1.3%	COO departure with strategy unchanged and no replacement currently planned.
Jan 06	Tax/royalty update	Positive	+5.8%	Zimbabwe budget confirmed favorable 10% royalty only above $5,000/oz gold.

Pattern Detected

Across the last five news events, CMCL consistently moved in the same direction as the apparent news tone, with offerings and operational updates coinciding with similar negative reactions and only the favorable Zimbabwe budget news seeing a notable positive move.

Recent Company History

Over recent months, Caledonia’s key news centered on financing and Zimbabwe regulatory developments. On Jan 14, 2026, it announced and then priced its 5.875% Convertible Senior Notes due 2033, with both steps seeing a -1.34% reaction. Operationally, Q4/FY 2025 production and FY 2026 guidance, plus an executive management change, also coincided with a -1.34% move. In contrast, the 2026 Zimbabwe budget update on Jan 6, 2026 produced a +5.82% reaction, highlighting sensitivity to fiscal terms around the Bilboes project.

Market Pulse Summary

This announcement finalizes Caledonia’s upsized $150 million 5.875% Convertible Senior Notes due 203...

Analysis

This announcement finalizes Caledonia’s upsized $150 million 5.875% Convertible Senior Notes due 2033, including full exercise of the $25 million option. The terms feature a conversion price of about $40.51 per share and capped calls with a $56.72 cap to limit economic dilution. Investors may track how this financing supports planned projects and monitor future disclosures on conversions, redemptions, or capital allocation priorities.

Key Terms

convertible senior notes, capped call options, cash-settled, anti-dilution adjustments, +2 more

6 terms

convertible senior notes financial

"upsized offering of 5.875% Convertible Senior Notes due 2033 (the "Notes")"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped call options financial

"mitigated through the purchase of cash-settled capped call options with a cap price"

A capped call option is a type of option that gives the holder the right to buy a stock at a set price but limits the amount of profit that can be made above a specified ceiling. Think of it like an insurance policy with a maximum payout: it protects or enhances returns up to a point, then stops. Investors care because companies often use capped calls to reduce the dilution or cost associated with convertible securities, which affects share supply and potential upside for shareholders.

cash-settled financial

"purchase of cash-settled capped call options with a cap price of approximately"

Cash-settled describes a financial contract that is resolved by paying the monetary difference between agreed and actual prices, instead of delivering the underlying asset. For investors, it matters because it simplifies trades—like settling a bet with cash rather than handing over the item—and affects liquidity, tax treatment, and counterparty exposure, since you receive or pay only the value change rather than owning or transferring the actual security or commodity.

anti-dilution adjustments financial

"subject to customary anti-dilution adjustments The potential economic dilution"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

inside information regulatory

"This announcement contains inside information which is disclosed in accordance"

Information not available to the public that, if known, would likely cause a company’s stock or bonds to rise or fall—for example, undisclosed earnings, deals, product results, or management plans. It matters because trading on that information gives an unfair advantage, can distort market prices, and is typically illegal or subject to strict rules, so investors watch for proper disclosure and compliance to protect fair, transparent markets.

Market Abuse Regulation (EU) No. 596/2014 regulatory

"in accordance with the Market Abuse Regulation (EU) No. 596/2014 ("MAR")"

A European Union law that sets the rules to prevent insider trading and market manipulation in financial markets, much like a referee and traffic signs keep a game fair and roads safe. It requires companies and market participants to disclose key information, keep lists of people with inside knowledge, and report certain trades, while giving authorities powers to investigate and penalize wrongdoing. Investors benefit because these rules help keep prices honest and reduce the risk of being disadvantaged by hidden information.

AI-generated analysis. Not financial advice.

(NYSE AMERICAN, AIM and VFEX: CMCL)

SAINT HELIER, JE / ACCESS Newswire / January 20, 2026 / Caledonia Mining Corporation Plc ("Caledonia") today announces the closing of its previously announced upsized offering of 5.875% Convertible Senior Notes due 2033 (the "Notes") for an aggregate principal amount of $150 million (the "Convertible Note Offering"), including the exercise in full by the initial purchasers of their option to purchase an additional $25 million of Notes.

Cantor Fitzgerald & Co. acted as sole manager and capped call coordinator for the Convertible Note Offering.

Caledonia's CEO, Mark Learmonth, commented

"We are extremely pleased with the outstanding response to the Convertible Note Offering from high quality institutional investors in the United States, which is a tremendous endorsement of Caledonia and the progress we have made as a business. This successful offering gives us a strong, flexible source of long term capital and reflects the confidence investors have in our management team, our track record of delivery and the growth potential of the Company. We are delighted with the outcome and look forward to building on this momentum as we continue to advance Caledonia's long term objectives."

Summary of the Offering

• Cash interest coupon of 5.875% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2026

• Conversion price of approximately $40.51 per common share of Caledonia (the "Common Shares"), which represents a premium of approximately 25% to the last reported sale price of the Common Shares on the NYSE American on January 14, 2026, subject to customary anti-dilution adjustments

• The potential economic dilution upon conversions of the Notes was mitigated through the purchase of cash-settled capped call options with a cap price of approximately $56.72 (representing a premium of 75% over the last reported sale price of the Common Shares on the NYSE American on January 14, 2026). The purchase price for the capped call options was approximately $14.4 million

• Conversions of the Notes may be settled in Common Shares, cash, or a combination of Common Shares and cash, at Caledonia's election. Additionally, Caledonia will have the right to redeem the Notes in certain circumstances and will be required to offer to repurchase the Notes upon the occurrence of certain events

• The Notes will mature on January 15, 2033 unless earlier converted, redeemed or repurchased

Enquiries

Caledonia Mining Corporation Plc Mark Learmonth Camilla Horsfall	Tel: +44 1534 679 800 Tel: +44 7817 841 793
Cavendish Capital Markets Limited (Nomad and Broker) Adrian Hadden Pearl Kellie	Tel: +44 207 397 1965 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: expectations with respect to the Convertible Note Offering and the capped call transactions; expectations that the Company will be able to realize on proceeds from the capped call; 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; expectations relating to the Company's project development plans and strategy; and the anticipated use of proceeds from the Convertible Note 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 and risks inherent in the development of projects. 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.

Additional Information

The Notes and the Common Shares, if any, issuable upon the conversion of the Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (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. The Notes were offered only to persons reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act).

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

The NYSE American LLC neither approves nor disapproves the information contained in this press release.

SOURCE: Caledonia Mining Corporation Plc

View the original press release on ACCESS Newswire

FAQ

What did Caledonia (CMCL) announce on January 20, 2026 regarding convertible notes?

Caledonia closed an upsized offering of $150.0 million of 5.875% Convertible Senior Notes due 2033, including full exercise of a $25.0 million option.

What is the conversion price and how does it compare to CMCL's share price?

The conversion price is approximately $40.51 per share, about a 25% premium to the last reported sale price on January 14, 2026.

How will Caledonia limit dilution from the CMCL convertible notes?

Caledonia purchased cash‑settled capped call options costing about $14.4 million with a cap price near $56.72 to mitigate potential economic dilution.

When does interest on the CMCL notes start and how is it paid?

Cash interest is 5.875% per year, payable semi‑annually on January 15 and July 15, beginning July 15, 2026.

Can Caledonia redeem or settle the CMCL notes in cash instead of shares?

Yes; conversions may be settled in common shares, cash, or a combination at Caledonia's election, and the company has redemption and repurchase rights in certain circumstances.