Caledonia Announces Pricing of Upsized $125 Million Offering of 5.875% Convertible Senior Notes Due 2033
Rhea-AI Summary
Caledonia (NYSE AMER/AIM/VFEX: CMCL) priced an upsized $125.0 million offering of 5.875% Convertible Senior Notes due 2033, increased from $100.0 million, with a 13‑day initial purchaser option to buy an additional $25.0 million. Closing is expected on January 20, 2026. Net proceeds are estimated at approximately $120.2 million (or $144.4 million if the option is exercised) after fees. Initial conversion rate is 24.6837 shares per $1,000 (≈$40.51 per share, ~25% premium to the Jan 14, 2026 sale price). Caledonia also entered capped call transactions (cap price $56.7175) to reduce dilution; capped call costs are ~$12.0 million (or ~$14.4 million if option exercised). Proceeds will fund capped calls, the Bilboes gold project and general corporate needs.
Positive
- Net proceeds approximately $120.2M (or $144.4M if option exercised)
- Initial conversion price ~$40.51 (conversion premium ~25%)
- Capped call protection with cap price $56.7175 to limit dilution
Negative
- New senior unsecured debt of $125.0M carrying 5.875% interest increases leverage
- Capped call cost of approximately $12.0M reduces usable proceeds
- Notes not redeemable prior to Jan 21, 2030, limiting early liability management
News Market Reaction
On the day this news was published, CMCL declined 1.34%, reflecting a mild negative market reaction. Argus tracked a trough of -17.5% from its starting point during tracking. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $8M from the company's valuation, bringing the market cap to $626M at that time. Trading volume was exceptionally heavy at 7.8x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
CMCL was down 1.34% while close peers showed mixed, generally modest moves, indicating a company-specific reaction to its financing rather than a broad gold-sector move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 14 | Convertible offering | Negative | -1.3% | Announced $100M convertible notes and potential $20M option. |
| Jan 14 | Production/guidance | Negative | -1.3% | Reported FY 2025 output, FY 2026 guidance and high planned capex. |
| Jan 14 | Management change | Negative | -1.3% | COO departure with operations continuing under existing team. |
| Jan 06 | Budget enactment | Positive | +5.8% | Zimbabwe budget confirmed favorable royalty and tax outcomes. |
| Dec 23 | Insider-related buy | Positive | +2.3% | Trust linked to director bought 7,457 shares at $26.83. |
Recent news-driven moves generally aligned with the tone of announcements, with negative or dilutive items coinciding with price declines and favorable policy/insider items with gains.
Over the last months, Caledonia issued several material updates. On January 14, 2026 it announced a proposed convertible notes offering and now has priced a larger deal, both coinciding with a -1.34% move. The same day it reported FY 2025 production, FY 2026 guidance and a COO departure, also alongside that decline. Earlier, Zimbabwe’s 2026 National Budget clarification and a director-related share purchase in late 2025 saw positive price reactions, underscoring sensitivity to both financing and regulatory/ownership developments.
Market Pulse Summary
This announcement priced an upsized $125 million 5.875% convertible notes offering due 2033, with an extra $25 million option and a conversion price of $40.51 per share. Net proceeds of roughly $120.2 million are earmarked for capped call transactions and broader corporate and project needs, including Bilboes. Investors may track how this capital structure change, capped call protection and future redemption or conversion conditions interact with operating performance and regulatory developments.
Key Terms
convertible senior notes financial
rule 144a regulatory
capped call transactions financial
fundamental change financial
market abuse regulation (eu) no. 596/2014 regulatory
AI-generated analysis. Not financial advice.
(NYSE AMERICAN, AIM and VFEX:CMCL)
SAINT HELIER, JE / ACCESS Newswire / January 14, 2026 / Caledonia Mining Corporation Plc ("Caledonia") announces the pricing of
In addition, Caledonia granted 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
The Notes will be general senior unsecured obligations of Caledonia and will accrue interest payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026, at a rate of
Caledonia estimates that the net proceeds from the Convertible Notes Offering will be approximately
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 the remaining net proceeds for the purposes described above.
The Notes will be convertible at the option of the holders in certain circumstances. The Notes will be convertible into cash, common shares of Caledonia ("Common Shares") or a combination of cash and Common Shares, at Caledonia's election. The initial conversion rate is 24.6837 Common Shares per
Caledonia may not redeem the Notes prior to January 21, 2030, except upon the occurrence of certain changes to the laws governing withholding taxes or in connection with a cleanup redemption, each as described below. Caledonia may redeem for cash all or a portion of the Notes (subject to the partial redemption limitation described below), at its option, on or after January 21, 2030, but only if the last reported sale price of the Common Shares has been at least
If Caledonia undergoes a "fundamental change" (as defined in the indenture governing the Notes), then, subject to certain conditions and limited exceptions, holders may require Caledonia to repurchase for cash all or a portion of their Notes at a repurchase price equal to
In connection with the pricing of the Notes, Caledonia entered into privately negotiated capped call transactions with certain 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 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.
The cap price of the capped call transactions relating to the Notes is initially
In connection with establishing their initial hedges of the capped call transactions, Caledonia expects that the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to the 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 the Common Shares and/or purchasing or selling the 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 61st 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 the 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 Common 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 |
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Cavendish Capital Markets Limited (Nomad and Broker) |
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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 anticipated completion of the 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, and the anticipated use of proceeds from the Convertible Notes 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
SOURCE: Caledonia Mining Corporation Plc
View the original press release on ACCESS Newswire
FAQ
What did Caledonia announce on January 15, 2026 about CMCL notes?
When is the expected closing date for the CMCL convertible notes offering?
How many Caledonia shares convert per $1,000 of notes (CMCL)?
How will Caledonia use the net proceeds from the CMCL notes?
What investor protections accompany the CMCL convertible notes?
Can Caledonia redeem the CMCL notes before 2030?
