UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Caledonia Mining Corporation
Plc
(Name of
Issuer)
Common Shares, No Par Value
(Title of Class of
Securities)
G1757E
(CUSIP Number)
Toziyana Trust
3
Cecil Rhodes Drive
Newlands
Harare
Zimbabwe
+263 772 605 896
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy
to:
James Guttman
Dorsey & Whitney LLP
161 Bay Street, Suite 4310
Toronto, ON M5J 2S1
Canada
(416) 367-7370
January 6, 2023
(Date of Event which Requires
Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. G1757E
|
1 |
NAMES OF
REPORTING PERSONS
Toziyana
Trust
|
|
2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) ☐
(b) ☐ |
|
3 |
SEC USE
ONLY
|
|
4 |
SOURCE OF
FUNDS (SEE INSTRUCTIONS)
SC
|
|
5 |
CHECK BOX
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2 ☐
Not
Applicable
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Zimbabwe
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
7 |
SOLE VOTING
POWER
2,279,074(1)
|
|
8 |
SHARED
VOTING POWER
0
|
|
9 |
SOLE
DISPOSITIVE POWER
2,279,074
|
|
10 |
SHARED
DISPOSITIVE POWER
0
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,279,074
|
|
12 |
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) ☐
NOT
APPLICABLE
|
|
13 |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.21%(1)
|
|
14 |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS)
HC(2)
|
________________________________________________________
(1) The percentages used herein are calculated based upon
17,258,923 outstanding shares of Caledonia Mining Corporation Plc
as of January 6, 2023, as reported in the Issuer’s 6-K filed
January 6, 2023.
(2) Toziyana Trust is
reporting on behalf of an indirect wholly-owned subsidiary,
Toziyana Resources Ltd., in whose name the shares are registered.
Toziyana Resources Ltd. is wholly-owned by GAT Investments
(Private) Limited, which is wholly-owned by Toziyana Trust.
EXPLANATORY NOTE:
|
Item 1. |
Security and Issuer |
|
(a) |
Title of Class of
Securities: |
Common Shares, no par value (the "Common Shares")
Caledonia Mining Corporation Plc (the "Issuer")
|
(c) |
Address of Issuer's Principal
Executive Offices: |
B006
Millais House, Castle Quay, St. Helier, Jersey, JE2 3EF
|
Item 2. |
Identity and Background |
|
(a) |
Name of Reporting
Person: |
Toziyana Trust
|
(b) |
Address of Principal Business
Office: |
The
principal business office of Toziyana Trust is:
3 Cecil Rhodes
Drive, Newlands, Harare, Zimbabwe
|
(c) |
Occupation, Employment and Other
Information: |
The
principal business of Toziyana Trust is to hold investments and
grow assests on behalf of the Gapare family.
|
(d) |
Criminal convictions: |
Neither Toziyana Trust, nor Toziyana Resources Limited, a wholly
owned subsidiary, has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Toziyana Trust, nor Toziyana Resources Limited, a wholly
owned subsidiary, has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Toziyana Trust nor
Toziyana Resources Limited was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Toziyana Trust is a trust organized under the laws of the
Zimbabwe. Toziyana Resources Limited is a corporation
organized under the laws of Mauritius.
|
Item 3. |
Source and Amount of Funds or
Other Consideration: |
On
July 21, 2022, Toziyana Trust’s wholly owned subsidiary Toziyana
Resources Ltd., the Issuer, and certain other parties entered into
an agreement whereby the Issuer would purchase all of the shares of
Bilboes Gold Limited in
exchange for common shares of the Issuer (the
“Transaction”). At closing of the Transaction on January 6,
2023, Toziyana Resources Ltd. acquired 2,279,074 Common Shares of
Issuer. Additional shares
will be issued as post-closing adjustments.
|
Item 4. |
Purpose of Transaction |
Toziyana Trust acquired the Common Shares through its subsidiary
Toziyana Resources Ltd. for investment purposes and to exercise
control over the Issuer.
Pursuant to the terms of the
Transaction, Mr Victor Gapare, who is affiliated with
Toziyana Trust, has been
appointed as an Executive Director of the Issuer.
|
Item 5. |
Interest in Securities of the
Issuer: |
|
(a) |
The aggregate number and percentage
of Common Shares beneficially owned by the Reporting Person (on the
basis of a total of 17,258,923 Common Shares issued and outstanding
as of January 6, 2023, as provided by the Issuer) are as
follows: |
|
(i) |
Sole power to vote or to direct the
vote: 2,279,074 Common Shares |
|
(ii) |
Shared power to vote or to direct
the vote: 0 shares. |
|
(iii) |
Sole power to dispose or direct the
disposition: 2,279,074 shares of Common Stock |
|
(iv) |
Shared power to dispose or direct
the disposition: 0 shares. |
|
(c) |
The information provided in Item 3
is hereby incorporated by reference herein. |
|
Item 6. |
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer: |
Item
3 of this Schedule 13D summarizes certain terms of the Transaction
and is incorporated herein by reference.
|
Item 7. |
Material to Be Filed as
Exhibits: |
Exhibit 10.1 – Agreement for the sale and
purchase of the share capital of Bilboes Gold Limited dated
July 21, 2022 by and between Toziyana Resources Limited,
Infinite Treasure Limited, and Baker Steel Resources Trust Limited
and Caledonia Mining Corporation Plc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: January 17, 2023
TOZIYANA TRUST
By: /s/Victor Gapare
Name: Victor Gapare
Title: Officer
Caledonia Mining (AMEX:CMCL)
Graphique Historique de l'Action
De Fév 2023 à Mar 2023
Caledonia Mining (AMEX:CMCL)
Graphique Historique de l'Action
De Mar 2022 à Mar 2023
