Caledonia Mining Corporation Plc (NYSEAM:CMCL) signed an agreement to acquire Bilboes gold project in Zimbabwe from Baker Steel Resources Trust Ltd. (LSE:BSRT) a fund managed by Baker Steel Capital Managers LLP, Toziyana Resources Limited and Infinite Treasure Limited for $53.3 million on July 21, 2022. Under the terms of agreement, Caledonia Mining is paying a total consideration of 5,123,044 Caledonia shares representing approximately 28.5 per cent of Caledonia's fully diluted equity, and a 1 per cent net smelter royalty ("NSR") on the Project's revenues (the "Transaction"). The Consideration will be split amongst the current Bilboes Gold shareholders as follows, 2,863,336 new shares in Caledonia will be issued to Toziyana of which approximately 441,000 Caledonia shares will be withheld by Caledonia and will be issued to Infinite Treasure in settlement of a separate commercial arrangement between Toziyana's holding company and Infinite Treasure. The issue of the withheld shares to Infinite Treasure is subject to Reserve Bank of Zimbabwe approval for the commercial arrangement between Toziyana's holding company and Infinite Treasure, 800,000 new shares in Caledonia and the 1% NSR will be issued to BSRT and 1,459,708 new shares in Caledonia will be issued to Infinite Treasure. As noted above, Infinite Treasure will also receive a further approximately 441,000 Caledonia shares from Toziyana's allocation of Consideration shares in settlement of their separate commercial arrangement. The Consideration shares shall be subject to sale restrictions for a 6-month period following completion of the Transaction. Under the terms of the Transaction, Caledonia will take on the working capital obligations of the Bilboes group at the time of completion. The Bilboes group is estimated to have a current net working capital liability of approximately $6 million. Post completion of the acquisition, Bilboes' existing shareholders will become significant shareholders in Caledonia. On completion of the acquisition, Mr Gapare is expected to be appointed as an executive director with specific responsibility for government relations in Zimbabwe, the implementation of Caledonia's environmental and sustainability strategy and participation in investor relations.

The Transaction is subject to several conditions including, that Bilboes Holdings receives confirmation from the Zimbabwe authorities, be able to export gold directly and to retain 100 per cent of the sale proceeds in US dollars with no requirement to convert US dollar gold revenues into domestic currency, and Caledonia will, subject to satisfaction of conditions and any customary adjustments to the purchase price to account for any extraordinary liabilities incurred before completion. The transaction is also subject to Zimbabwean regulatory approvals from the Zimbabwe Competition and Tariff Commission, the Zimbabwe Revenue Authority and the Reserve Bank of Zimbabwe, and approvals for the listing of the Consideration shares from applicable securities exchanges. The use the proceeds will be contributing towards funding the capital cost of the larger scale sulphide project.

Giles Douglas and Muhammad Jaffer of Rothschild & Co and Cenkos Securities plc (AIM:CNKS) acted as financial advisor to Caledonia. Hannam & Partners acted as financial advisor to Bilboes. Adrian Hadden, Neil McDonald and Pearl Kellie of Cenkos Securities plc acted as Nomad and Joint Broker and Scott Mathieson/Kane Collings of Liberum Capital Limited acted as Joint Broker in the transaction. Lesley Gregory of Memery Crystal Limited acted as legal advisor to Caledonia Mining.

Caledonia Mining Corporation Plc (NYSEAM:CMCL) completed the acquisition of Bilboes gold project in Zimbabwe from Baker Steel Resources Trust Ltd. (LSE:BSRT) a fund managed by Baker Steel Capital Managers LLP, Toziyana Resources Limited and Infinite Treasure Limited on January 6, 2023. Al Gourley and Jodi Katz of Fasken Martineau DuMoulin LLP acted as legal advisor to Baker Steel Resources Trust Ltd. (LSE:BSRT). As on March 30 2023, as a reminder, 441,095 of the consideration shares under the Transaction that would have been issued to Toziyana Resource (the “Escrow Shares”) were withheld by Caledonia to be issued to Shining Capital Holdings 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. 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. As of April 12, 2023. he Company announces that it has instructed the issue of a further 256,152 shares (the 'Deferred Shares'). As a reminder, under the Transaction, 5% of the total consideration shares, being the Deferred Shares, were retained by Caledonia in order that adjustments to the purchase price could be calculated after completion to account for any extraordinary liabilities incurred.