Issue of Securities to Directors and Long Term Incentive Awards

The securities have been issued in the form of depositary interests representing shares in the Company. The number of securities issued and the resulting interests of the recipients in the share capital of the Company are set out below:

Steve Curtis, Director and Chief Executive Officer
Number of depositary interests issued: 67,082
Resulting interest in share capital of the Company (number and percentage): 161,382 (1.5%)

Mark Learmonth, Director and Chief Financial Officer
Number of depositary interests issued: 26,582
Resulting interest in share capital of the Company (number and percentage): 96,688 (0.9%)

Application has been made by Caledonia for the admission of the depositary interests to trading on AIM and it is anticipated that trading in such securities will commence on January 16, 2019.

Following issue of the shares underlying the depositary interests, the Company has a total number of shares in issue of 10,696,817 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.

Further details of the transactions are set out in the notifications below.

Caledonia also announces that the Compensation Committee of the board of directors has made new long term incentive plan awards under the Company’s 2015 Omnibus Equity Incentive Compensation Plan (the “Plan”) to the following members of its senior management:

Steve Curtis
Director and Chief Executive Officer
Grant values: USD270,000

Dana Roets
Chief Operating Officer
Grant values: USD170,000

Caxton Mangezi
General Manager, Blanket Mine
Grant values: USD143,401

The awards are in the form of Performance Units (“PSUs”) as defined in the Plan and constitute the combined “Tranche 4 PSUs” and “Tranche 5 PSUs” as set out in the announcement of the Company made on January 12, 2016, as increased commensurate with increases in recipients’ salaries since 2016. The vesting date for the PSUs shall be the third anniversary of the date of the award, being January 11, 2022.

The number of PSUs awarded is equal to the monetary value of the award 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 Toronto Stock Exchange on the trading day preceding the date of the award or (ii) the volume-weighted average closing price of Caledonia’s shares on the Toronto Stock Exchange for the five days preceding the date of the award, converted to the USD equivalent based on the CAD/USD exchange rate for the 3 months immediately preceding the valuation date, i.e. approximately USD 6.09.        

The final number of PSUs which vest on maturity of the awards will be adjusted to reflect the actual performance of the Company in terms of targeted gold production. If actual performance is less than 70% of target, no PSUs will vest; if actual performance is greater than 70% of target, the number of vesting PSUs will be adjusted pro rata on a linear basis, subject to a maximum of 200% of the initial target PSUs. Each PSU entitles the participant to receive the cash equivalent of the Fair Market Value of one Caledonia common share on the maturity of the award or alternatively to elect to receive some or all of the PSUs in the form of securities in the Company.