$150M Caledonia Mining (NYSE American: CMCL) convertible note deal closes with capped calls

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc has closed its previously announced upsized offering of 5.875% Convertible Senior Notes due 2033 for an aggregate principal amount of $150 million, including the full exercise of an additional $25 million option by the initial purchasers. The Notes bear a 5.875% annual cash coupon, payable semi-annually starting on July 15, 2026, and mature on January 15, 2033 unless earlier converted, redeemed or repurchased.

The Notes are convertible at a price of about $40.51 per common share, representing a 25% premium to the NYSE American share price on January 14, 2026. Caledonia also purchased cash-settled capped call options with a cap price of about $56.72, a 75% premium to that share price, for approximately $14.4 million to help mitigate potential economic dilution upon conversion. Conversions may be settled in shares, cash or a combination, at Caledonia’s election.

Positive

• Raises $150 million in long-dated capital through 5.875% Convertible Senior Notes due 2033, providing a substantial funding source for Caledonia’s growth plans.
• Equity terms set at a premium with a roughly $40.51 conversion price (about 25% above the referenced share price) and capped calls to mitigate potential economic dilution.

Negative

• Increases financial leverage and fixed interest costs with a 5.875% cash coupon on $150 million principal outstanding until 2033 absent early conversion, redemption or repurchase.
• Introduces potential future dilution from note conversion into common shares, partially offset but not eliminated by the capped call structure.

Insights

Capital structure and credit analyst

Caledonia raises $150M via 5.875% convertible notes with capped calls to soften dilution risk.

Caledonia Mining completed an upsized $150 million offering of 5.875% Convertible Senior Notes due 2033, including the full $25 million option for additional notes. The fixed 5.875% coupon and long-dated maturity provide a sizable, term funding source, which can support project development and general corporate needs as described in broader company materials.

The notes carry a conversion price of about $40.51 per share, a 25% premium to the January 14, 2026 NYSE American close, so equity dilution would occur only above that level. To offset economic dilution, the company spent roughly $14.4 million on cash-settled capped calls with a cap near $56.72, a 75% premium. This structure increases the effective conversion price from an economic standpoint, but it also adds upfront cash outlay and ongoing complexity.

Caledonia retains flexibility because conversions may be settled in cash, shares or a mix at its election, and it can redeem the notes or be required to repurchase them upon certain events. Actual impact on leverage, interest burden and future share count will depend on how the company allocates the proceeds and on future share price performance relative to the conversion price and capped call range.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934

For the month of January 2026
Commission File Number: 001-38164

CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)

2 Mulcaster Street
St Helier
Jersey JE2 3NJ
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒      Form 40-F ☐

INCORPORATION BY REFERENCE

Exhibit 99.2 to this Form 6-K of Caledonia Mining Corporation Plc is hereby incorporated by reference into the Registration Statement on Form F-3 (File No. 333-281436), as amended or supplemented.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CALEDONIA MINING CORPORATION PLC
		(Registrant)
Date: January 20, 2026		/s/ JOHN MARK LEARMONTH
		John Mark Learmonth
		CEO and Director

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EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated January 20, 2026
99.2		Indenture dated January 20, 2026
99.3		Form of Capped Call Confirmation Bid Form

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Exhibit 99.1

Caledonia Mining Corporation Plc

Caledonia Announces Closing of Upsized $150 Million Convertible Senior Notes

Offering and Full Exercise of Initial Purchasers’ Option to Purchase Additional Notes

(NYSE AMERICAN, AIM and VFEX: CMCL)

ST HELIER, Jersey, 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

Head and Registered Office: Caledonia Mining Corporation Plc

2 Mulcaster Street, St Helier, Jersey, Channel Islands, JE2 3NJ

info@caledoniamining.com | | www.caledoniamining.com

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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.

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FAQ

What did Caledonia Mining (CMCL) announce in this Form 6-K?

Caledonia Mining announced the closing of an upsized offering of 5.875% Convertible Senior Notes due 2033 for an aggregate principal amount of $150 million, including the full exercise of an additional $25 million option by the initial purchasers.

What are the key terms of Caledonia Mining’s 5.875% Convertible Senior Notes?

The Notes carry a 5.875% cash interest coupon paid semi-annually starting July 15, 2026, are convertible at about $40.51 per common share, and mature on January 15, 2033 unless earlier converted, redeemed or repurchased.

At what premium is the Caledonia Mining (CMCL) convertible note conversion price set?

The conversion price of approximately $40.51 per common share represents a premium of about 25% to the last reported sale price of Caledonia’s common shares on the NYSE American on January 14, 2026.

How is Caledonia Mining addressing potential dilution from the convertible notes?

Caledonia purchased cash-settled capped call options with a cap price of about $56.72 (a 75% premium to the reference share price) for roughly $14.4 million to help mitigate the potential economic dilution from conversions of the Notes.

How can the Caledonia Mining 5.875% Convertible Senior Notes be settled on conversion?

Upon conversion, the Notes may be settled in common shares, cash, or a combination of common shares and cash, at Caledonia’s election.

Who managed Caledonia Mining’s $150 million convertible notes offering?

Cantor Fitzgerald & Co. acted as sole manager and capped call coordinator for Caledonia Mining’s 5.875% Convertible Senior Notes offering.

Are Caledonia Mining’s new Notes registered under the U.S. Securities Act?

The Notes and any common shares issuable upon their conversion have not been and will not be registered under the U.S. Securities Act and were offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A.