Upsized $150M Notes Closing & Option Exercise
Caledonia Mining Corporation Plc has successfully closed an upsized offering of $150 million in 5.875% Convertible Senior Notes due 2033, including the full exercise of the initial purchasers' option for an additional $25 million. The offering, which saw strong institutional investor interest, provides Caledonia with flexible, long-term capital. The notes are convertible at approximately $40.51 per common share, representing a 25% premium, with capped call options purchased for approximately $14.4 million to mitigate dilution. The company intends to use the proceeds to advance its long-term objectives.
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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
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.
Additional Information
The NYSE American LLC neither approves nor disapproves the information contained in this press release.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.