Issue of Securities and New LTIP Awards
Caledonia Mining Corporation Plc is issuing 22,051 common shares under its Long Term Incentive Plan, with 7,134 shares going to CEO John Mark Learmonth and 2,062 to CFO Ross Jerrard, bringing the total shares outstanding to 19,335,079. Additionally, new long-term incentive awards have been granted, with John Mark Learmonth receiving awards valued at US$504,009, Ross Jerrard at US$328,000, and Victor Gapare at US$421,127, all based on a share price of US$22.59 and contingent on performance metrics including the Bilboes Gold Project construction and Blanket Mine operations.
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St Helier, 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 o f PDMR | Position | Value s |
| 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$22.59 for the PUs awarded on the Grant Date.
Each PU that vests entitles the PDMR to receive one Caledonia common share (or a security representing a share) on the maturity of the award. Securities that are issued to PDMRs pursuant to vesting PUs are subject to a minimum holding period of one year in case vested awards become subject to forfeiture, reduction or cancellation.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | John Mark Learmonth |
| 2 | Reason for the notification | |
| a) | Position/status | Director and Chief Executive Officer |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15 |
| b) | Nature of the transaction | Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 22,311 |
| d) | Aggregated information - Aggregated volume - Price | n/a |
| e) | Date of the transaction | 1 April 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Ross Jerrard |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| b) | Nature of the transaction | Issue of securities |
| c) | Price(s) and volume(s) | Price(s) Volume(s) US$ 2 2.59 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 |
| 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 |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 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 |
| 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 |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 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 |
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