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6-K

Caledonia Mining Corp Plc (CMCL)

6-K 2026-02-23 For: 2026-02-23
View Original
Added on April 11, 2026

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 February 2026

Commission File Number: 001-38164

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

2 Mulcaster StreetSt 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 ☐

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: February 23, 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 February 23, 2026
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Exhibit 99.1



CaledoniaMining Corporation Plc

InterimFunding Facility Update

Appointmentof Stanbic and CBZ as Co-Lead Arrangers


(NYSEAMERICAN, AIM and VFEX: CMCL)


ST HELIER, February 23, 2026 – Caledonia Mining Corporation Plc (“Caledonia” or the “Company”) provides a further update on the interim funding facility forming part of the funding strategy announced in January 2026.

As previously disclosed, in November 2025 Caledonia launched a process to arrange an interim funding facility of up to US$150 million with a consortium of Zimbabwean and South African commercial banks (the “Interim Funding Facility”), intended to support the development of the Bilboes gold project in Zimbabwe.

Following encouraging engagement with participating banks, management, together with its advisors, has now carefully reviewed all submissions received and evaluated the alternatives proposed. After this assessment, Caledonia has appointed Stanbic Bank Zimbabwe (a member of Standard Bank Group) and CBZ Bank Limited as co-lead arrangers for the Interim Funding Facility.

The Company expects the Interim Funding Facility to be in place by mid-2026, subject to customary lender processes and approvals.


Mark Learmonth, Chief Executive Officer, commented:


“The appointment of Stanbic and CBZ as co-lead arrangers represents an important step in executing the funding strategy we set outin January.


“We believe this facility, together withour hedging programme, the proceeds from the Convertible Notes Offering and internal cash generation from Blanket Mine will provide additionalfinancial flexibility as we continue to advance our growth plans.”

Head and Registered Office: Caledonia Mining Corporation Plc

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

[email protected]

| | www.caledoniamining.com

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Enquiries


Caledonia Mining Corporation Plc<br><br> <br>Mark Learmonth<br><br> <br>Camilla Horsfall Tel: +44 1534 679 800<br><br> <br>Tel: +44 7817 841 793
Cavendish Capital Markets Limited (Nomad and Broker)<br><br> <br>Adrian Hadden<br><br> <br>Pearl Kellie Tel: +44 207 397 1965<br><br> <br>Tel: +44 131 220 9775
Camarco, Financial PR (UK)<br><br> <br>Gordon Poole<br><br> <br>Elfie Kent Tel: +44 20 3757 4980
Curate Public Relations (Zimbabwe)<br><br> <br>Debra Tatenda Tel: +263 77802131
****<br><br> <br>IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)<br><br> <br>Lloyd Mlotshwa Tel: +263 (242) 745 119/33/39

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Cautionary Note Concerning Forward-LookingInformation

Information and statements containedin this news release that are not historical facts are “forward-looking information” within the meaning of applicable securitieslegislation that involve risks and uncertainties relating, but not limited, to Caledonia’s current expectations, intentions, plans,and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”,“expect”, “goal”, “plan”, “target”, “intend”, “estimate”, “could”,“should”, “may” and “will” or the negative of these terms or similar words suggesting future outcomes,or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examplesof forward-looking information in this news release include: Caledonia’s expectations with regard to entering into the Interim FundingFacility, raising the project finance necessary to construct the Bilboes gold project and ensuring Caledonia has the necessary financialcapacity to complete the Bilboes gold project. The forward-looking information contained in this news release is based, in part, on assumptionsand factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially differentfrom those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to: the successfulimplementation of mine plans, the establishment of estimated resources and reserves, the grade and recovery of minerals which are minedvarying from estimates, success of future exploration and drilling programs, reliability of drilling, sampling and assay data, the representativenessof mineralization being accurate, success of planned metallurgical test-work, capital availability and accuracy of estimated operatingcosts, obtaining required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations incommodity prices, delays in the development of projects and Caledonia’s experience of project development in Zimbabwe and otherfactors.

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To the extent any forward-looking information hereinconstitutes a financial outlook or future oriented financial information, any such statement is made as of the date hereof and includedherein to provide prospective investors with an understanding of the Company's plans and assumptions. Security holders, potentialsecurity holders and other prospective investors should be aware that these statements are subject to known and unknown risks, uncertaintiesand other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such factorsinclude, but are not limited to: risks relating to estimates of mineral reserves and mineral resources proving to be inaccurate, fluctuationsin gold price, risks and hazards associated with the business of mineral exploration, development and mining, risks relating to the creditworthiness or financial condition of suppliers, refiners and other parties with whom the Company does business; inadequate insurance,or inability to obtain insurance, to cover these risks and hazards, employee relations; relationships with and claims by local communitiesand indigenous populations; political risk; risks related to natural disasters, terrorism, civil unrest, public health concerns (includinghealth epidemics or outbreaks of communicable diseases such as the coronavirus (COVID-19)); availability and increasing costs associatedwith mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining or maintainingnecessary licenses and permits, diminishing quantities or grades of mineral reserves as mining occurs; global financial condition, theactual results of current exploration activities, changes to conclusions of economic evaluations, and changes in project parameters todeal with unanticipated economic or other factors, risks of increased capital and operating costs, environmental, safety or regulatoryrisks, expropriation, the Company’s title to properties including ownership thereof, increased competition in the mining industryfor properties, equipment, qualified personnel and their costs, risks relating to the uncertainty of timing of events including targetedproduction rate increase and currency fluctuations. These risks are not exhaustive. Further information on these and other risks thatcould affect Caledonia’s results is included in its filings with the Securities and Exchange Commission (“SEC”), includingits Annual Report on Form 20-F for the last completed financial year, reports on Form 6-K for the most recently completed three and sixmonth periods and the future reports that it may file from time to time with the SEC. Security holders, potential security holders andother prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking informationinvolves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that thepredictions, forecasts, projections and various future events will not occur. Caledonia undertakes no obligation to update publicly orotherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affectthis information, except as required by law.

This news release is not an offer of the sharesof Caledonia for sale in the United States or elsewhere. This news release shall not constitute an offer to sell or the solicitation ofan offer to buy, nor shall there be any sale of the shares of Caledonia, in any province, state or jurisdiction in which such offer, solicitationor sale would be unlawful prior to registration or qualification under the securities laws of such province, state or jurisdiction.

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