Caledonia announces completion of acquisition of the Bilboes gold project
Caledonia Mining Corporation Plc is pleased to announce that, following the satisfaction of conditions precedent, it has today completed the acquisition of Bilboes Gold Limited, the parent company which owns, through its Zimbabwe subsidiary, Bilboes Holdings (Private) Limited (“Bilboes Holdings”), the Bilboes gold project in Zimbabwe.
As a reminder, the total consideration payable is, subject to adjustment (see below), 5,123,044 shares representing approximately 28.5 per cent of Caledonia’s fully diluted share capital and a 1 per cent net smelter royalty (“NSR”) on the Project’s revenues (the “Transaction”). Based on the last trading day’s closing share price on NYSE American of US$12.82 per share, the value of the maximum number of new shares that could be issued as consideration if there is no adjustment is currently US$65,677,424.
Under the Transaction, 5% of the total consideration shares (256,152 shares (the “Deferred Shares”)) will be retained by Caledonia in order that any customary adjustments to the purchase price can be calculated after completion to account for any extraordinary liabilities incurred prior to completion. This calculation is expected to be completed in the next few weeks.
Shares
Furthermore, 441,095 of the total consideration shares that would have been issued to Toziyana (the “Escrow Shares”) will be withheld by Caledonia to be issued to Shining Capital 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 is subject to Reserve Bank of Zimbabwe approval for the commercial arrangement between Toziyana’s holding company and Infinite Treasure Limited.
Accordingly, following today’s completion, 4,425,797 new shares in Caledonia are being issued to the sellers of Bilboes and up to 697,247 additional shares comprised of Deferred Shares and Escrow Shares will be issued in due course, at which time further announcements will be made.
Following the issue of Completion Shares, Caledonia will have a total number of shares in issue of 17,258,923 common shares of no par value each. Caledonia has no shares in treasury; therefore, this figure may be used by holders of securities in the Company 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 Completion Shares to trading on AIM and it is anticipated that trading in such securities will commence on January 11, 2023. Pursuant to the terms of the Transaction, Mr Victor Gapare, who is affiliated with Toziyana, has been appointed as an Executive Director with effect from today. Victor obtained a Masters in Business Leadership degree (MBL) from the University of South Africa in 1999 and a Bachelor of Business Studies honours degree (BBS Hon) from the University of Zimbabwe in 1986. Victor was previously the Operations Director for the gold and pyrites business of Anglo American Corporation Zimbabwe Limited when Bilboes was part of its portfolio and is a former President of the Chamber of Mines Zimbabwe. He has been the CEO of Bilboes Holdings since the management buyout of Bilboes from Anglo American Corporation Zimbabwe Limited in 2003.
