Caledonia Mining Corp Plc 6-K, filed Mar 30, 2023
Caledonia Mining Corp Plc (CMCL)
About this 6-K
Caledonia Mining Corp Plc filed this 6-K on March 30, 2023.
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 March 2023
Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)
B006 Millais House
Castle Quay
St Helier
Jersey JE2 3EF
(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 [ X ] Form 40-F [ ]
INCORPORATION BY REFERENCE
Exhibit 99.1 included with this report on Form 6-K is expressly incorporated by reference into this report and is hereby incorporated by reference as exhibit to the Registration Statement on Form F-3 of Caledonia Mining Corporation Plc (File No. 333-255500), as amended or supplemented.
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: March 30, 2023 | /s/ JOHN MARK LEARMONTH | |
| John Mark Learmonth | ||
| CEO and Director | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Caledonia Mining Corporation Plc: Issue of escrow shares in respect of the acquisition of the Bilboes gold project in Zimbabwe |
EXHIBIT 99.1
Caledonia Mining Corporation Plc: Issue of escrow shares in respect of the acquisition of the Bilboes gold project in Zimbabwe
ST HELIER, Jersey, March 30, 2023 (GLOBE NEWSWIRE) -- Further to the announcement by Caledonia Mining Corporation Plc (NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL) (“Caledonia” or the “Company”) on January 6, 2023 relating to the Company’s acquisition of Bilboes Gold Limited (the “Transaction”), the Company announces that it has received notice to issue the Escrow Shares (as defined below).
As a reminder, 441,095 of the consideration shares under the Transaction that would have been issued to Toziyana Resources Limited (“Toziyana”) (the “Escrow Shares”) were withheld by Caledonia to be issued to Shining Capital Holdings II LP (“Shining Capital”) instead in settlement of a separate commercial arrangement between Toziyana's holding company and Shining Capital’s subsidiary, Infinite Treasure Limited. The issue of the Escrow Shares to Shining Capital was subject to approval by The Reserve Bank of Zimbabwe of the commercial arrangement between Toziyana's holding company and Infinite Treasure Limited. Following the receipt of the aforementioned approval, Toziyana and Shining Capital have now instructed the Company to issue the Escrow Shares.
Shining Capital holds 1,386,723 shares following completion of the Transaction and, as at today’s date, this equates to 7.68% of the Company’s fully diluted share capital after taking into account the issue of Placing Shares (as defined in the Company’s announcement of March 24, 2023) that are to be admitted to trading on AIM at 8.00 a.m. today. Following issue of the Escrow Shares, Shining Capital will hold 1,827,818 shares, which equates to 9.88% of the Company’s fully diluted share capital.
After issue of the Escrow Shares, which is expected to occur on April 4, 2023, Caledonia will have a total of 18,506,156 common shares of no par value each, all of which have voting rights. However, this number does not include any shares that will be issued pursuant to the Zimbabwe Placing (as also defined in the Company’s announcement of March 24, 2023), an update on which will be announced on March 31, 2023.
The figure of 18,506,156 common shares may be used by shareholders 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.
Application has been made by Caledonia for the admission of depositary interests representing the Escrow Shares to trading on AIM and it is anticipated that trading in such securities will commence on April 4, 2023.
As a further reminder, under the Transaction, 5% of the total consideration shares (256,152 shares (the “Deferred Shares”)) continues to be retained by Caledonia in order to cater for any customary adjustments to the purchase price to account for any extraordinary liabilities incurred prior to completion of the Transaction. This calculation is expected to be completed shortly and further shares will be issued in due course.
| Caledonia Mining Corporation Plc Mark Learmonth Camilla Horsfall | Tel: +44 1534 679 802 Tel: +44 7817 841793 | |
| Cenkos Securities plc (Nomad and Joint Broker) Adrian Hadden Neil McDonald Pearl Kellie | Tel: +44 207 397 1965 Tel: +44 131 220 9771 Tel: +44 131 220 9775 | |
| Liberum Capital Limited (Joint Broker) Scott Mathieson/Kane Collings | Tel: +44 20 3100 2000 | |
| BlytheRay Financial PR Tim Blythe/Megan Ray | Tel: +44 207 138 3204 | |
| 3PPB 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) Dzika Dhana | Tel: +263 (242) 745 119/33/39 | |