Caledonia Mining Corporation Plc-Issue of Securities Pursuant to Long Term Incentive Plan Awards and Issue of New Long Term Incentive Plan Awards

Rhea-AI Summary

Caledonia Mining (NYSE American/AIM/VFEX: CMCL) issued 22,051 common shares on vesting of 2015 Plan awards and applied to admit depositary interests to trading on AIM, with issuance expected on or about 9 April 2026.

The company also granted new target Performance Units valued at US$504,009 (CEO), US$328,000 (CFO) and US$421,127 (executive director), vesting April 2029 subject to performance.

News Market Reaction – CMCL

+0.59%

+0.59% Session close to close

In the Apr 2 session, CMCL gained 0.59%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details routine equity compensation activity: 22,051 new shares under the 2015 Omn...

Analysis

This announcement details routine equity compensation activity: 22,051 new shares under the 2015 Omnibus Equity Incentive Compensation Plan and fresh Performance Unit grants valued at up to US$504,009, US$328,000 and US$421,127 for key executives, using a Fair Market Value of US$22.59. Vesting is tied to Bilboes construction, Blanket Mine metrics and Motapa resource work. Investors may monitor project progress and future disclosures on how these awards evolve toward the April 2029 vesting horizon.

Key Figures

New shares issued: 22,051 shares Total shares outstanding: 19,335,079 shares CEO LTIP grant value: US$504,009 +5 more

8 metrics

New shares issued 22,051 shares Common shares issued under 2015 Omnibus Equity Incentive Compensation Plan

Total shares outstanding 19,335,079 shares Post-issuance total common shares of no par value

CEO LTIP grant value US$504,009 Target Performance Units grant value as of April 1, 2026

CFO LTIP grant value US$328,000 Target Performance Units grant value as of April 1, 2026

Executive Director grant US$421,127 Target Performance Units grant value for Victor Gapare

Fair Market Value US$22.59 Share price used to calculate number of Performance Units on Grant Date

CEO PUs awarded 22,311 units Target performance units awarded to CEO at nil price

CFO PUs awarded 14,519 units Target performance units awarded to CFO at nil price

Historical Context

5 past events · Latest: Apr 01 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 01	AGM materials notice	Neutral	+4.2%	Annual general meeting materials and logistics released to shareholders.
Apr 01	BlackRock TR-1 update	Neutral	+4.2%	BlackRock reported a relevant change to a 6.44% voting stake.
Mar 30	Major holder threshold	Neutral	-1.0%	BlackRock disclosed a 6.55% total voting interest in CMCL.
Mar 27	Shareholder change notice	Neutral	-1.0%	Notification of BlackRock’s 6.56% voting rights position.
Mar 27	BlackRock threshold TR-1	Neutral	-1.0%	TR-1 filing on BlackRock’s 6.55% total voting rights in CMCL.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news flow has focused on AGM logistics and incremental shareholder-position disclosures, with relatively modest price reactions to each update.

Recent Company History

Over late March and early April 2026, CMCL’s news flow centered on governance and shareholder disclosures. Multiple TR-1 notifications detailed small changes in BlackRock’s stake, around 6.5% of voting rights, while AGM materials and related 6-K filings outlined meeting logistics and compensation plans. Price moves of about ±4% around these items suggest the stock reacts but without extreme volatility. Today’s incentive-plan related issuance fits into this governance and capital-structure narrative following the strong preliminary 2025 results reported on March 23, 2026.

Key Terms

long term incentive plan, performance units, depositary interests, Zimbabwe depositary receipts, +4 more

8 terms

long term incentive plan financial

"Issue of Securities Pursuant to Long Term Incentive Plan Awards and Issue of New Long Term Incentive Plan Awards"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

performance units financial

"The Grant is in the form of target Performance Units ("PUs"), as defined in the Plan."

Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.

depositary interests financial

"including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares"

Depositary interests are certificates or electronic receipts that represent ownership of shares in a foreign company held by a local custodian, letting investors buy and sell those shares on their home exchange without directly holding the underlying foreign stock. Think of them like a warehouse receipt for goods stored overseas: they make trading simpler and often avoid the need to deal with foreign paperwork, currency or settlement systems. Investors use them to access foreign companies more easily, but rights such as voting and dividend timing can differ from holding the original shares.

Zimbabwe depositary receipts financial

"including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares"

Zimbabwe Depositary Receipts (ZDRs) are tradable certificates issued on the Zimbabwe Stock Exchange that represent ownership of shares held in an underlying company listed in another market. They let local investors buy and sell a proxy for foreign shares without handling cross-border settlement, similar to owning a local voucher that stands for a stock kept in a vault overseas. ZDRs matter because they expand investment choices, affect portfolio diversification, and can influence local market liquidity and currency flows.

market abuse regulation (eu) no. 596/2014 regulatory

"within the meaning of the Market Abuse Regulation (EU) No. 596/2014 ("PDMRs")"

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.

fair market value financial

"divided by the "Fair Market Value" (as defined in the Plan) of the Company's shares"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

depositary receipts financial

"including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares"

A depositary receipt is a certificate issued by a bank that represents ownership of shares in a foreign company and can be bought and sold on a local stock exchange. Think of it as a proxy share held in a safe abroad so investors can trade and receive dividends in their own market and currency, making it easier to access foreign companies while exposing investors to the issuer’s underlying business and cross‑border risks.

leI regulatory

"b) | LEI | 21380093ZBI4BFM75Y51"

A Legal Entity Identifier (LEI) is a unique 20-character code assigned to a company or organization that participates in financial markets, like a corporate passport number. It helps investors and regulators unambiguously identify counterparties across databases and transactions, reducing confusion much like using a vehicle identification number to track a car’s history; clearer identification improves transparency, risk monitoring, and regulatory reporting.

View in glossary

AI-generated analysis. How Rhea-AI works. Not financial advice.

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(NYSE American:CMCL)(AIM:CMCL)(VFEX:CMCL)

SAINT HELIER, JE / ACCESS Newswire / April 2, 2026 / Caledonia Mining Corporation Plc ("the Company" or "Caledonia") announces that, pursuant to the vesting of awards made under the 2015 Omnibus Equity Incentive Compensation Plan of the Company (the "Plan") and following the publication of preliminary financial results for the year ended December 31, 2025, a total of 22,051 common shares of no par value in the Company are being issued on or about April 9, 2026 to members of staff within the Company's group, including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares (together the "Securities").

The following "Persons Discharging Managerial Responsibility" within the meaning of the Market Abuse Regulation (EU) No. 596/2014 ("PDMRs") shall receive the following Securities as set out below:

Name	Position	Number of Securities	Resulting interest in share capital of the Company (number and percentage)
John Mark Learmonth	Director and Chief Executive Officer	7,134	223,982 (1.16%)
Ross Jerrard	Chief Financial Officer	2,062	2,062 (0.01%)

Application has been made by Caledonia for the admission of depositary interests representing all the issued shares to trading on AIM and it is anticipated that trading in such Securities will commence on or about April 9, 2026.

Following issue of all the Securities, the Company will have a total number of shares in issue of 19,335,079 common shares of no par value each. Caledonia has no shares in treasury; therefore, this figure may be used by holders of Securities as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company.

Caledonia further announces that the Compensation Committee of the Board of Directors of the Company has approved the grant of new long term incentive plan awards under the Plan to members of staff in the group (the "Grant"), including to the following PDMRs with the following values as at April 1, 2026 (the "Grant Date"):

Name of PDMR	Position	Values
John Mark Learmonth	Director and Chief Executive Officer	US$504,009
Ross Jerrard	Chief Financial Officer	US$328,000
Victor Gapare	Executive Director	US$421,127

The Grant is in the form of target Performance Units ("PUs"), as defined in the Plan. The final number of PUs which vest on maturity of the awards will be adjusted to reflect the actual performance of the group in terms of various operating metrics including (i) completion of the construction of the Bilboes Gold Project in terms of budget and schedule ("Bilboes metrics"), (ii) gold production, cost control and resource development at Blanket Mine, and (iii) establishment of a mineral resource estimate at Motapa, and is subject to certain minimum and maximum thresholds.

The vesting date for the PUs shall be the first business day in April 2029,although if the Bilboes Gold Project is not constructed by then the proportion of PUs subject to the Bilboes metrics will vest immediately following completion of construction, subject to any closed periods.

The numbers of PUs awarded are equal to the monetary values of the Grant divided by the "Fair Market Value" (as defined in the Plan) of the Company's shares, being the greater of (i) the closing price of Caledonia's shares on the NYSE American on the trading day preceding the date of the award or (ii) the volume-weighted average closing price of Caledonia's shares on the NYSE American for the five days preceding the date of the award, which resulted in a price of US$22.59 for the PUs awarded on the Grant Date.

Each PU that vests entitles the PDMR to receive one Caledonia common share (or a security representing a share) on the maturity of the award. Securities that are issued to PDMRs pursuant to vesting PUs are subject to a minimum holding period of one year in case vested awards become subject to forfeiture, reduction or cancellation.

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
Camarco, Financial PR (UK) Gordon Poole/Fergus Young/Elfie Kent	Tel: +44 20 3757 4980
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

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Mark Learmonth
2	Reason for the notification
a)	Position/status	Director and Chief Executive Officer
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Depositary interests representing common shares of no par value JE00BF0XVB15
b)	Nature of the transaction	Issue of securities
c)	Price(s) and volume(s)	Price(s) Volume(s) US$22.59 7,134
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	AIM of the London Stock Exchange plc

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Mark Learmonth
2	Reason for the notification
a)	Position/status	Director and Chief Executive Officer
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15
b)	Nature of the transaction	Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 22,311
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ross Jerrard
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value JE00BF0XVB15
b)	Nature of the transaction	Issue of securities
c)	Price(s) and volume(s)	Price(s) Volume(s) US$22.59 2,062
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ross Jerrard
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15
b)	Nature of the transaction	Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 14,519
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Victor Gapare
2	Reason for the notification
a)	Position/status	Executive Director
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15
b)	Nature of the transaction	Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 18,642
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

SOURCE: Caledonia Mining Corporation Plc

View the original press release on ACCESS Newswire

FAQ

How many shares did Caledonia (CMCL) issue on April 9, 2026 and why?

Caledonia issued 22,051 shares on vesting of long term incentive awards to staff. According to the company, the issuance follows vesting under the 2015 Omnibus Equity Incentive Plan and accompanies depositary interests for AIM trading.

What is the new total share count for Caledonia (CMCL) after the April 2026 issuance?

After the issuance Caledonia reported 19,335,079 common shares in issue. According to the company, there are no shares in treasury, so this figure is the denominator for shareholder notification calculations.

What long term incentive grants did Caledonia (CMCL) approve on April 1, 2026?

Caledonia approved target Performance Units valued at US$504,009 for the CEO, US$328,000 for the CFO, and US$421,127 for an executive director. According to the company, PUs convert to shares subject to performance and vesting rules.

When will the Performance Units (PUs) granted by Caledonia (CMCL) vest and what conditions apply?

The PUs vest on the first business day in April 2029, or earlier for Bilboes-related metrics upon project completion. According to the company, final vesting depends on specified operational and performance thresholds.

What valuation was used to calculate the number of PUs granted by Caledonia (CMCL)?

The company used a Fair Market Value of US$22.59 per share, based on NYSE American pricing, to convert grant values into PUs. According to the company, the FMV was the greater of the prior close or five-day VWAP.

Will shares issued for vested awards be subject to any holding restrictions at Caledonia (CMCL)?

Yes. Shares issued on vesting are subject to a minimum one-year holding period in case of forfeiture, reduction or cancellation. According to the company, this minimum applies to securities issued under vested awards.