Caledonia Mining Corporation Plc
(NYSE AMERICAN, AIM and VFEX: CMCL)
Issue of Securities Pursuant to Long Term Incentive Plan Awards and Issue of New Long Term Incentive Plan Awards
St Helier, April 2, 2025: 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 financial results for the year ended December 31, 2024, a total of 80,230 common shares of no par value in the Company are being issued on or about April 4, 2025 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 | 29,817 | 216,848 (1.12%) |
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 10, 2025.
Following issue of all the Securities, the Company will have a total number of shares in issue of 19,294,784 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, 2025 (the "Grant Date"):
| Name of PDMR | Position | Values |
| John Mark Learmonth | Director and Chief Executive Officer | US$491,715.90 |
| James Mufara | Chief Operations Officer | US$233,700.02 |
| Ross Jerrard | Chief Financial Officer | US$226,630.14 and US$75,000 |
| Victor Gapare | Executive Director | US$205,427.81 |
The Grant, other than the award shown above to Mr Jerrard of $75,000 in value, is in the form of target Performance Units ("PUs"), as defined in the Plan. The vesting date for the PUs shall be the first business day in April 2028, or on the next applicable date that is not within a closed period. The award shown above to Mr Jerrard of $75,000 in value is in the form of Restricted Share Units ("RSUs") and made as a one-off award in order to increase his compensation to be closer to the compensation he received at his former employment without increasing his base salary. The RSUs vest in tranches of a third on the first business day in April 2026, 2027 and 2028, or on the next applicable date that is not within a closed period. Dividends paid during the vesting period will be reinvested in additional RSUs for Mr Jerrard.
The numbers of PUs and RSUs 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$12.49 for the PUs and RSUs awarded on the Grant Date.
The final number of PUs which vest on maturity of the awards will be adjusted to reflect the actual performance of the Company in terms of various operating metrics including gold production at Blanket Mine, increase in the amount of mineral resources at Blanket Mine and Motapa and a reduction in controllable all-in-sustaining cost, subject to certain minimum and maximum thresholds. The RSUs have no performance requirement other than continued employment.
Each PU and RSU 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 and RSUs 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 Joint Broker) Adrian Hadden Pearl Kellie |
Tel: +44 207 397 1965 Tel: +44 131 220 9775 |
| Panmure Liberum Limited (Joint Broker) Scott Mathieson/Ailsa MacMaster |
Tel: +44 20 3100 2000 |
| Camarco, Financial PR (UK) Gordon Poole/Fergus Young/Elfie Kent |
Tel: +44 20 3757 4980 |
| 3PPB (Financial PR, North America) Patrick Chidley Paul Durham |
Tel: +1 917 991 7701 Tel: +1 203 940 2538 |
| 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
|
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| 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)
|
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
n/a |
| ||||
| e) | Date of the transaction
| 1 April 2025 |
| ||||
| 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)
|
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
n/a |
| ||||
| e) | Date of the transaction
| 1 April 2025 |
| ||||
| 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 or depositary receipts 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)
|
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
n/a |
| ||||
| e) | Date of the transaction
| 1 April 2025 |
| ||||
| 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 | James Mufara
|
| ||||
| 2 | Reason for the notification
| ||||||
| a) | Position/status
| Chief Operations 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 or depositary receipts 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)
|
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
n/a |
| ||||
| e) | Date of the transaction
| 1 April 2025 |
| ||||
| 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)
|
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
n/a |
| ||||
| e) | Date of the transaction
| 1 April 2025 |
| ||||
| 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 restricted share units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares |
| ||||
| c) | Price(s) and volume(s)
|
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
n/a |
| ||||
| e) | Date of the transaction
| 1 April 2025 |
| ||||
| f) | Place of the transaction | Outside a trading venue
|
| ||||
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