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 December 2024
Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)
B006 Millais House
Castle Quay
St Helier
Jersey JE2 3EF
(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 [ X ] Form 40-F [ ]
INCORPORATION BY REFERENCE
Exhibits 5.1, 8.1, 99.1 and 99.2 included with this report on Form 6-K
are expressly incorporated by reference into this report and are hereby incorporated by reference as exhibits to the Registration Statement
on Form F-3 of Caledonia Mining Corporation Plc (File No. 333-281436), as amended or supplemented.
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.
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CALEDONIA MINING CORPORATION PLC |
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(Registrant) |
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| Date: December 17, 2024 |
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/s/ Mark Learmonth |
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Mark Learmonth |
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CEO and Director |
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EXHIBIT INDEX
Exhibit 5.1
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Mourant Ozannes (Jersey)
LLP
22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands
T +44 1534 676 000
F +44 1534 676 333
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The Directors
Caledonia Mining Corporation Plc
B006
Millais House
Castle Quay
St. Helier
JE2 3EF
Jersey
December 17, 2024
Our ref: 8068636/251365344/2
Dear Sir or Madam
Caledonia Mining Corporation Plc (the Company)
Registration of securities under the US Securities Act of 1933, as amended (the Securities
Act)
We have acted as the Company's Jersey legal advisers in connection with
the controlled equity offering (the Offering) of common shares in the Company (the Offered Securities) having an aggregate
issue price of up to $50,000,000 (the Maximum Amount) from time to time pursuant to the Prospectus Supplement and the Sales Agreement.
The Company has asked us to provide this opinion in connection with the
Offering.
| (a) | For the purposes of this opinion, we have examined and relied upon the following documents: |
| (i) | a sales agreement dated December 16, 2024 (the Sales Agreement) relating to the
Offering; |
| (ii) | a registration statement on Form F-3 which was declared effective by the United States Securities and
Exchange Commission (the SEC) on August 22, 2024 (File No. 333-281436) (the Registration Statement) relating to the registration
of common shares in the Company under the Securities Act; |
| (iii) | a prospectus supplement dated December 17, 2024 (the Prospectus Supplement and, together with
the Registration Statement, the Prospectus) relating to the Offering; |
| (iv) | the Company's certificate of continuance and memorandum and articles of association (the Constitutional
Documents); and |
| (v) | the Company's consent to issue shares dated January 1, 2017 issued to the Company by the Jersey Financial
Services Commission under the Control of Borrowing (Jersey) Order 1958, the Company's consent to circulate the Prospectus Supplement issued
to the Company by the Jersey Registrar of Companies under the Companies (General Provisions) (Jersey) Order 2002 and the Company's business
licence issued to it under the Control of Housing and Work (Jersey) Law 2012 (together, the Consents). |
| (b) | In this opinion, non-assessable means, in relation to any Security, that the purchase price for
which the Company agreed to issue that Security has been paid in full to the Company, so that no further sum is payable to the Company
by any holder of that Security in respect of the purchase price of that Security. |
For the purposes of giving this opinion we have assumed:
| (a) | the authenticity, accuracy, completeness and conformity to original documents of all copy documents and
certificates of officers or the secretary of the Company examined by us; |
| (b) | the Sales Agreement is and will remain legal, valid, binding and enforceable as a matter of all applicable
laws, and the terms of the Sales Agreement will be complied with in full; |
| (c) | neither the Sales Agreement, nor the performance by any party of its obligations thereunder, will: (A)
violate any applicable law, regulation, listing rules or other regulatory requirements or similar applicable to the Company; (B) result
in a default under, or breach of, any other agreement or instrument binding upon that party (including, in the case of the Company, the
Constitutional Documents); (C) result in a default under, or breach of, any approvals, authorisations, consents, licences or registrations
issued to that party by any court or governmental agency (including the Consents); or (D) breach any resolutions passed by the Company; |
| (d) | that in approving the Company's entry into the Sales Agreement and the transactions contemplated thereby
or by the Prospectus, the directors of the Company will be acting in the best interests of, and for a proper purpose of, the Company; |
| (e) | that the Company will not be carrying on unauthorised financial service business (as defined in the Financial
Services (Jersey) Law 1998) and that at the time of the offer for, and issuance of, any of the Offered Securities, the Company will have
obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether
as a matter of any law or regulation applicable to it or as a matter of any agreement binding on it), including under the Control of Borrowing
(Jersey) Order 1958, the Companies (General Provisions) (Jersey) Order 2002, the Control of Housing and Work (Jersey) Law 2012 and the
Financial Services (Disclosure and Provision of Information) (Jersey) Law 2020, and the Company will have complied in full with the provisions
of those statutes and any agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications obtained
or made by the Company (including the Consents); |
| (f) | that the Company has not been and is not insolvent or unable to pay its debts as they fall due and will
not become insolvent or unable to pay its debts as they fall due or bankrupt (as defined in Article 8 of the Interpretation (Jersey) Law
1954) as a result of its entry into the Sales Agreement or any transaction contemplated by the Sales Agreement or the Prospectus; |
| (g) | that the Company will remain incorporated, and in good standing, under Jersey law, and no steps have been
or will be taken, or applications made by any creditor of the Company, and no steps have been or will be taken or resolutions passed,
to wind up or dissolve the Company or declare it bankrupt; |
| (h) | that no action will be taken by any person to block or otherwise prevent the issue of any Offered Securities; |
| (i) | that there is no provision of any law (other than Jersey law) that would affect anything in this opinion;
and |
| (j) | that no event occurs after the date hereof which would affect the opinions herein stated. |
As a matter of Jersey law, and based on,
and subject to, the foregoing and the qualifications mentioned below, assuming:
| (a) | the Company and the directors of the Company take all necessary corporate and other action (including,
if required, obtaining shareholder approval to any amendments to the Constitutional Documents) to permit, authorize and approve: (A) the
creation and issue of any Offered Securities; (B) the issue and circulation of the Registration Statement, the Prospectus Supplement and
any other prospectus supplement in respect of the Offering; (C) the terms of the Offering; and (D) the terms of the Sales Agreement (the
Authorizing Resolutions); |
| (b) | each party to the Sales Agreement enters into, and performs its obligations under, the Sales Agreement; |
| (c) | the Registration Statement, the Prospectus Supplement and any other prospectus supplement in respect of
the Offering is circulated and filed by the Company in compliance with: (A) the Securities Act and the applicable rules and regulations
thereunder; (B) Jersey law (including the Companies (Jersey) Law 1991 and the Companies (General Provisions) (Jersey) Order 2002, and
the applicable rules and regulations thereunder); |
| (d) | the Company receives in full the consideration due to it for the Offered Securities in accordance with
the terms of the Sales Agreement and the terms of the Authorizing Resolutions; |
| (e) | the Offered Securities issued do not exceed the Maximum Amount; and |
| (f) | the issue of each Offered Security is recorded in the Company's register of members in compliance with
the provisions of the Companies (Jersey) Law 1991, the Constitutional Documents and the Sales Agreement, |
we are of the opinion that such Offered Securities
will, once issued, be validly issued, fully paid and non-assessable.
This opinion is limited to matters of, and
is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other
jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our
attention, or any changes in law which may occur, after the date of this opinion.
| (a) | This opinion is addressed to the Company in connection with the Offering. |
| (b) | We consent to the filing of this opinion as an exhibit to the Form 6-K to be filed with the SEC by the
Company in connection with the Offering and to the reference to us being made in the paragraph of the Prospectus Supplement headed "LEGAL
MATTERS". In giving this consent, we do not admit that we are included in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated by the SEC under the Securities Act. |
Yours faithfully
/s/ Mourant Ozannes (Jersey) LLP
Mourant Ozannes (Jersey) LLP
4
Exhibit 8.1
December 17, 2024
Caledonia Mining Corporation Plc
Castle Quay, B006 Millais House
St Helier Jersey, United Kingdom
Ladies and Gentlemen:
We have acted as counsel to Caledonia Mining Corporation Plc, a corporation
incorporated under the laws of Jersey (the “Company”), in connection with the filing of the Registration Statement
on Form F-3 (File No. 333-281436) (the “Registration Statement”) filed by the Company with the United States Securities
and Exchange Commission under the United States Securities Act of 1933, as amended and the prospectus supplement dated as of December 17,
2024 (together with the Registration Statement, the “Prospectus”). The Prospectus relates to the offer and sale (the
“Offering”) by the Company of an aggregate of up to US$50,000,000 of common shares of the Company (the “Common
Shares”).
For purposes of this opinion, we have reviewed originals, or copies certified
or otherwise identified to our satisfaction, of the Prospectus and the exhibits thereto and such other documents and matters of law and
fact as we have considered necessary or appropriate. In addition, we have not made an independent investigation or audit of the facts
set forth in the above referenced documents or otherwise provided to us. We have assumed (i) the authenticity of all documents submitted
to us as originals and the conformity to original documents of all documents submitted to us as copies, (ii) that the Offering will be
consummated as described in the Prospectus; (iii) that the statements concerning the terms of the Offering set forth in the Prospectus
are true, complete and correct and will remain true, complete and correct at all relevant times; and (iv) that any such statements made
in the Prospectus qualified by knowledge, intention, belief or any other similar qualification are true, complete and correct, and will
remain true, complete and correct at all relevant times, in each case as if made without such qualification. We also have relied on certain
written representations of the Company contained in an Officer’s Certificate dated on or about the date hereof. If any of the above-described
assumptions are untrue for any reason, or if the Offering is consummated in a manner that is different from the manner described in the
Prospectus, our opinion as expressed below may be adversely affected.
Based upon and subject to the foregoing, and our consideration of such other
matters of fact and law as we have considered necessary or appropriate, we hereby confirm to you that the statements set forth under the
caption “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS” in the Prospectus, to the extent such statements summarize
U.S. federal income tax law, and subject to the limitations, qualifications, exceptions, and assumptions set forth herein and therein,
constitute our opinion as to the material United States federal income tax consequences of the Offering to U.S. Holders (as defined in
the Prospectus) of Common Shares. We express no opinion on any issue relating to the tax consequences of the transactions contemplated
by the Prospectus other than the opinion set forth above. Our opinion set forth above is based on the Internal Revenue Code of 1986, as
amended, Treasury Regulations promulgated thereunder, administrative pronouncements and judicial precedents, all as of the date hereof.
The foregoing authorities may be repealed, revoked or modified, and any such change may have retroactive effect. Any change in applicable
laws or facts and circumstances surrounding the Offering, or any inaccuracy in the statements, facts, assumptions and representations
on which we have relied may affect the validity of the opinion set forth herein. We assume no responsibility to inform the Company of
any such change or inaccuracy that may occur or come to our attention.
Our opinion is not binding on the Internal Revenue Service or a court. There
can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if
litigated.
701
Fifth Avenue | Suite 6100 | Seattle, WA 98104-7043 | Tel. 206-903.8800 | dorsey.com
Caledonia Mining Corporation Plc
October 4, 2024
Page 2
We are furnishing this opinion in connection with the filing of the Prospectus
and this opinion is not to be relied upon for any other purpose without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Prospectus.
Very truly yours,
/s/ Dorsey & Whitney LLP
KRF/JDH
Exhibit 99.1
Caledonia Mining Corporation Plc
Common Shares
(no par value)
Controlled Equity Offering
Sales Agreement
December 16, 2024
Cantor Fitzgerald & Co.
499 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
Caledonia Mining Corporation Plc, a Jersey, Channel
Islands company (the “Company”), confirms its agreement (this “Agreement”) with Cantor
Fitzgerald & Co. (the “Agent”), as follows:
1.
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the
terms and subject to the conditions set forth herein, it may issue and sell through the Agent, common shares (the “Placement
Shares”) of the Company, no par value (the “Common Shares”); provided, however,
that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed
the number or dollar amount of Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the
offering is being made, (b) exceed the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion
or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c)
exceed the number or dollar amount of Common Shares permitted to be sold under Form F-3 (including General Instruction I.B.5 thereof,
if applicable) or (d) exceed the number or dollar amount of Common Shares for which the Company has filed a Prospectus Supplement (defined
below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary
contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement
Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation
in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration
Statement filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”)
on August 22, 2024, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to
issue Common Shares.
The Company has filed, in accordance with the provisions
of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the
“Securities Act Regulations”), with the Commission a registration statement on Form F-3 (File No. 333-281436),
including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company,
and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The Company
has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus
or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”).
The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement,
as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. Except
where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by
reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant
to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the
Securities Act Regulations, and any one or more additional effective registration statements on Form F-3 from time to time that will contain
a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect
to the Placement Shares, is herein called the “Registration Statement.” The base prospectus or base prospectuses,
including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary,
by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been
filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer
Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.”
Any reference herein to the Registration Statement,
any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if
any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise
requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus
or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or
after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer
Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to
the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed
with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic
Application system when used by the Commission (collectively, “EDGAR”).
Each of the Company and Agent hereby agrees and acknowledges
that all sales and solicitations of sales of Placement Shares by Agent shall be made solely in the United States and no sales or solicitations
of sales of Placement Shares by Agent shall be done in Canada or any other foreign jurisdiction.
2.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by email notice (or other method mutually agreed to by the parties) of the number of Placement Shares to be issued,
the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any
Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”),
the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company
set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed
to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time by
notice in writing by the Company (with respect to the individuals from the Company) or the Agent (with respect to the individuals from
the Agent). The Placement Notice shall be effective unless and until (i) the Agent declines in writing to accept the terms contained therein
for any reason, in its sole discretion, which declination must occur within two (2) Business Days of the receipt of the Placement Notice
(ii) the entire amount of the Placement Shares thereunder have been sold and settled in accordance with the terms hereof, (iii) the Company
suspends or terminates the Placement Notice, in accordance with Section 4, (iv) the Company issues a subsequent Placement Notice
with parameters superseding those on the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions
of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with
the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged
and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares
unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to
the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of
this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.
3.
Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period
specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable state and federal laws, rules and regulations and the rules of the NYSE American, LLC (the “Exchange”),
to sell the Placement Shares on the Exchange or any other existing nationally recognized trading market for the Common Shares in the United
States up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written
confirmation to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day immediately
following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on
such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds
(as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b))
from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares
by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act
Regulations, including sales made directly on or through the Exchange or any other existing trading market for the Common Shares in the
United States, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market
prices and/or any other method permitted by law and in compliance with all applicable laws. “Trading Day” means
any day on which Common Shares are traded on the Exchange.
4.
Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email
correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually
acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by
verifiable email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement
Shares (a “Suspension”); provided, however, that such Suspension shall not affect or impair any
party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension
is in effect any obligation under Sections 7(l), 7(m), 7(n), 7(o), 7(p) and 7(q) with respect
to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice
under this Section 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule
3 hereto, as such Schedule may be amended from time to time. Notwithstanding any other provision of this Agreement, during any period
in which the Company is in possession of material non-public information, the Company and the Agent (to the extent the Agent is aware
that the Company is in possession of such information) agree that (i) no sales of Placement Shares will take place, (ii) the Company shall
not request the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer any Placement Shares.
5.
Sale and Delivery to the Agent; Settlement.
(a)
Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the
terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the
Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement,
the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading
and sales practices, applicable law and regulations and the rules of the Exchange to sell such Placement Shares up to the amount specified,
and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance
that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or
any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially
reasonable efforts consistent with its normal trading and sales practices, applicable law and regulations and the rules of the Exchange
to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement
Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.
(b)
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement
Shares will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date
on which notification is received by the Company from the Agent of such sales being made (each, a “Settlement Date”).
The Agent shall notify the Company of each sale of Placement Shares no later than the opening of the Trading Day immediately following
the Trading Day on which it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement
Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales
price received by the Agent, after deduction for (i) the Agent’s commission, discount or other compensation for such sales payable
by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority in respect of
such sales.
(c)
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to,
electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent
shall have given the Company written notice of such designee at least two (2) Trading Days prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon
by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement
Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares
on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section
10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and
expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii)
pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.
(d)
Denominations; Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered
in such names as the Agent may request in writing at least two (2) full Business Days (as defined below) before the Settlement Date. The
certificates for the Placement Shares, if any, will be made available by the Company for examination and packaging by the Agent in The
City of New York not later than noon (New York time) on the Business Day prior to the Settlement Date.
(e)
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any
Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares
sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum
Amount and (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors,
a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances
shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum
price authorized by the Exchange and, from time to time, by the Company’s board of directors, a duly authorized committee thereof
or a duly authorized executive committee. Further, under no circumstances shall the Company cause or permit the aggregate offering amount
of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.
6.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with the Agent
that as of the date of this Agreement and as of each Applicable Time (as defined below):
(a)
Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements
for and comply with the applicable conditions set forth in Form F-3 (including General Instructions I.A and I.B) under the Securities
Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities
Act prior to the issuance of any Placement Notices by the Company. As of each Applicable Time, the Registration Statement is effective.
The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution”. The Company has
not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening
or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby
meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations,
contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits
to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments
or supplements and all Incorporated Documents that were filed with the Commission on or prior to the date of this Agreement have been
delivered, or are available through EDGAR, to the Agent and its counsel.
The Company has not distributed and, prior to the later to occur
of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection
with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing
Prospectus to which the Agent has consented, any such consent not to be unreasonably withheld, conditioned or delayed. The Common Shares
are registered pursuant to Section 12(b) of the Exchange Act and are currently listed on the Exchange under the trading symbol “CMCL”.
The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under
the Exchange Act, delisting the Common Shares from the Exchange, nor has the Company received any notification that the Commission or
the Exchange is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all
applicable listing requirements of the Exchange.
(b)
No Misstatement or Omission. The Registration Statement, when it became or becomes effective and the Prospectus, and any
amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed or will conform in all material
respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such
date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or
becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on
the date thereof, and at each Applicable Time, did not or will not include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated
Documents, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an
untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements
in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements
in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agent
in writing specifically for use in the preparation thereof, it being understood and agreed that the only such information furnished by
the Agent to the Company consists of “Agent Information” (as defined below).
(c)
Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus
or any amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under
the Securities Act or the Exchange Act, or became or become effective under the Securities Act, as the case may be, conformed or will
conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
(d)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the
Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules,
present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as
of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company
for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity
with International Financial Reporting Standards (“IFRS”) applied on a consistent basis during the periods involved;
the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the
Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented in all material
respects and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial
statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the
Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities
or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding
the exhibits thereto), and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the
Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-IFRS financial measures” (as such term is defined
by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10(e) of
Regulation S-K under the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included
or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(e)
Conformity with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement
Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for
filing via EDGAR, except to the extent permitted by Regulation S-T.
(f)
Organization. The Company and each of its Subsidiaries are duly organized, validly existing as a corporation and in good
standing under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed
or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which
their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification,
and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses
as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have
such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to
have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise),
prospects, shareholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially
interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).
(g)
Subsidiaries. The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”),
are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission).
Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity interests
of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and
all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights.
No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution
on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from
transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.
(h)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or
similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or
(iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case
of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement
to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse
Effect.
(i)
No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has
not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material
Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any obligation or liability,
direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the
Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness of
the Company or any of its Subsidiaries (other than as a result of (a) the sale of Placement Shares or (b) the issuance or vesting or exercise
of awards under the Company’s existing omnibus equity incentive compensation plan) or (v) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of
business or as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by reference
therein).
(j)
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid
and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights,
rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration
Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s
Omnibus Equity incentive Compensation Plan, or changes in the number of outstanding Common Shares of the Company due to the issuance of
shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Shares outstanding on the date hereof)
and such authorized capital stock conforms in all material respects to the description thereof set forth in the Registration Statement
and the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is complete and
accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date
referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any
securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any Common Shares or
shares of any other capital stock or other securities of the Company.
(k)
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid
and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by
general equitable principles.
(l)
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the
board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor
as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,
encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first
refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,
will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.
(m)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental
Authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company
of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as have been
obtained or as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory
Authority (“FINRA”), the Exchange or the Jersey Financial Services Commission in connection with the issuance
and sale of the Placement Shares by the Agent.
(n)
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) no person, as such term
is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right,
contractual or otherwise, to cause the Company to issue or sell to such Person any Common Shares or shares of any other capital stock
or other securities of the Company (other than upon the exercise of options to purchase Common Shares or other awards that may be granted
from time to time under the Company’s Omnibus Equity incentive Compensation Plan which are disclosed in the Registration Statement
and Prospectus), (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights
(whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Shares or shares of any other capital
stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company
in connection with the offer and sale of the Common Shares, and (iv) no Person has the right, contractual or otherwise, to require the
Company to register under the Securities Act any Common Shares or shares of any other capital stock or other securities of the Company,
or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result
of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.
(o)
Independent Public Accounting Firm. BDO South Africa Incorporated (the “Accountant”), whose report
on the consolidated financial statements of the Company is filed with the Commission as part of the Company’s most recent Annual
Report on Form 20-F filed with the Commission and incorporated by reference into the Registration Statement and the Prospectus, are and,
during the periods covered by their report, were an independent registered public accounting firm within the meaning of the Securities
Act and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation
of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect
to the Company.
(p)
Enforceability of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus
are legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, except to the extent that
(i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal
or state securities laws or public policy considerations in respect thereof.
(q)
No Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings
by or before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any
Governmental Authority to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries
is the subject that, individually or in the aggregate, would have a Material Adverse Effect and, to the Company’s knowledge, no
such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority or threatened
by others; and (i) there are no current or pending audits or investigations, actions, suits or proceedings by or before any Governmental
Authority that are required under the Securities Act to be described in the Prospectus that are not so described; and (ii) there are no
contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that are
not so filed.
(r)
Consents and Permits. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries
and, where applicable, its consultants, have made all filings, applications and submissions required by, possesses and is operating in
compliance with, all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications,
orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority (including, without
limitation, any other foreign, federal, state, provincial, court or local government or regulatory authorities including self-regulatory
organizations engaged in the regulation of mining, engineering, or hazardous substances or materials) necessary for the ownership or lease
of their respective properties or to conduct its businesses as described in the Registration Statement and the Prospectus (collectively,
“Permits”), except for such Permits the failure of which to possess, obtain or make the same would not reasonably
be expected to have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all
such Permits, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect; all of
the Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably
expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating
to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, or has any
reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course. The Company
and each Subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any Subsidiary has
received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of,
or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could result in a Material Adverse Effect.
(s)
Regulatory Filings. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of
its Subsidiaries has failed to file with the applicable Governmental Authorities (including, without limitation, any foreign, federal,
state, provincial or local Governmental Authority) any required filing, declaration, listing, registration, report or submission, except
for such failures that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; except as
disclosed in the Registration Statement and the Prospectus, all such filings, declarations, listings, registrations, reports or submissions
were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory authority with
respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(t)
Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries
own, possess, license or have other rights or can acquire on reasonable terms to use all foreign and domestic patents, patent applications,
trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”),
necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license
or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual
Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of
any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or
claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company
is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or,
to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such
Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary
rights of others; (vi) to the Company’s knowledge, there is no third- party U.S. patent or published U.S. patent application which
contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent
application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have
complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary,
and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement
by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.
(u)
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s
most recent Annual Report on Form 20-F was filed with the Commission, the Company met the then applicable requirements for the use of
Form F-3 under the Securities Act, including, but not limited to, General Instruction I.B.1 of Form F-3. The aggregate market value of
the outstanding voting and non-voting common equity (as defined in Securities Act Rule 405) of the Company held by persons other than
affiliates of the Company (pursuant to Securities Act Rule 144, those that directly, or indirectly through one or more intermediaries,
control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”),
was equal to or greater than $75 million (calculated by multiplying (x) the highest price at which the common equity of the Company closed
on the Exchange within 60 days of the date of this Agreement times (y) the number of Non-Affiliate Shares). The Company is not a shell
company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously
and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form
F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
(v)
No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for
borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act
since the filing of its last Annual Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking fund installment
on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term
leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect.
(w)
Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their respective directors, officers
or, to the Company’s knowledge, controlling persons has taken, directly or indirectly, any action designed, or that has constituted
or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Placement Shares.
(x)
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,
controls or is a “person associated with a member” or “associated person of a member” (within the meaning set
forth in the FINRA Manual).
(y)
FINRA Matters. The Company meets the definition of the term “experienced issuer” specified in FINRA Rule 5110(j)(6).
The information provided to the Agent by the Company, its internal counsel, and its officers and directors for purposes of the Agent’s
compliance with applicable FINRA rules in connection with the offering of the Placement Shares is true, complete, and correct and compliant
with FINRA’s rules in all material respects.
(z)
No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares.
(aa)
Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have
been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and
are not being contested in good faith, except where the failure to so file or pay would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or
the Prospectus, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or
other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would reasonably
be expected to have a Material Adverse Effect.
(bb)
Title to Real and Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company and
its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them that are material to the respective
businesses of the Company and its Subsidiaries, good and valid title to all personal property described in the Registration Statement
or Prospectus as being owned by them, in each case free and clear of all liens, encumbrances and claims, except those matters that (i)
do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii)
would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Registration
Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable
leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or
any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect.
Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without
limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent
disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate,
reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company
and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its Subsidiaries has received from any Governmental
Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the
Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere
in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have
a Material Adverse Effect, individually or in the aggregate.
(cc)
Mining Rights. The Company or the Subsidiaries hold either freehold title, mining leases, mining concession, mining claims,
surface rights or participating interests or other conventional property or proprietary interests or rights, as applicable (collectively,
“Mining Rights”), recognized in Zimbabwe in respect of the ore bodies and minerals located in the area comprising
the Mining Projects (as defined below) under valid, subsisting and enforceable title documents or other recognized and enforceable agreements
or instruments, sufficient to permit the Company and the Subsidiaries to access each of the Mining Projects and explore the minerals relating
thereto; all property, leases or claims in which the Company and the Subsidiaries has an interest or right have been validly located and
recorded in accordance in all material respects with all applicable laws and are valid and subsisting except where the failure to be so
would not reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiaries; the Company and the Subsidiaries
have all the necessary surface rights, access rights and other necessary rights and interests relating to the properties in the Mining
Projects granting the Company and the Subsidiaries the right and ability to access and explore for minerals, ore and metals for development
purposes as are appropriate in view of the rights and interests therein of the Company, with only such exceptions as do not interfere
with the use made by the Company or the Subsidiaries of the rights or interest so held; and each of the proprietary interests or rights
and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing
in the name of the Company or the Subsidiaries except where the failure to be so would not reasonably be expected to have a Material Adverse
Effect on the Company and the Subsidiaries, as a whole. The Mining Rights in respect of the Mining Projects constitute all material Mining
Rights in which the Company has a beneficial interest.
(dd)
Mining Obligations. To the knowledge of the Company, all assessments or other work required to be performed or payments
required to be made in relation to the material Mining Rights of the Company and each of the Subsidiaries in order to maintain its and
their interests therein have been performed or made to date and the Company and each of the Subsidiaries has complied in all respects
with all applicable laws, regulations and governmental policies in this connection as well as legal and contractual obligations to third
parties in this connection except for any non-compliance which could not either individually or in the aggregate reasonably be expected
to have a Material Adverse Effect on the Company on a consolidated basis. All material Mining Rights of the Company and each of the Subsidiaries
are in good standing in all material respects as of the date of this Agreement.
(ee)
Expropriation. To the knowledge of the Company, there are no expropriations or similar proceedings or any material challenges
to title or ownership, actual or threatened, of which the Company or any of the Subsidiaries has received notice against the Mining Rights
of the Company or any of the Subsidiaries, or any part thereof;
(ff)
Mining Activities. All mineral exploration, development and production activities on the properties of the Company and the
Subsidiaries conducted by the Company and the Subsidiaries and, to the knowledge of the Company, by any other person have been conducted
in all material respects in accordance with good mining and engineering practices and all applicable workers’ compensation and health
and safety and workplace laws, regulations and policies have been duly complied with except where the failure to so conduct operations
could not reasonably be expected to have a Material Adverse Effect on the Company on a consolidated basis.
(gg)
Relationship with Governmental Authorities. The Company and the Subsidiaries maintain, and reasonably expect to maintain,
a good relationship with all Governmental Authorities in the jurisdictions in which the Mining Projects are located, or in which such
parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and, to
the knowledge of the Company, there exists no condition or state of facts or circumstances in respect thereof, that would prevent the
Company or the Subsidiaries from conducting their business and all activities in connection with the Mining Projects as currently conducted
or proposed to be conducted and there exists no actual or, to the knowledge of the Company, threatened termination, limitation or other
adverse modification in any such relationships with such Governmental Authorities.
(hh)
Technical Information. The Company has filed all technical reports required by Subpart 1300 of U.S. Securities and Exchange
Commission Regulation S-K (“Regulation S-K 1300”) and National Instrument 43-101 – Standards of Disclosure
for Mineral Projects (“NI 43-101”), as applicable. The scientific and technical information set forth in the
Registration Statement and the Prospectus relating to the Mining Projects is based upon information prepared by or under the supervision
of, or approved by, a “qualified person” (as such term is defined in Regulation S-K 1300). To the knowledge of the Company,
the Technical Reports complied in all material respects with the applicable requirements of NI 43-101 and Form 43-101F1 – Technical
Report and/or Regulation S-K 1300 and Item 601(b)(96) thereof, as applicable, at the time of filing and each Technical Report reasonably
presents the quantity of mineral reserves and mineral resources, estimated economic parameters and economic analysis attributable to the
properties evaluated therein as at the date stated therein based upon information available at the time the Technical Report were prepared.
The Company made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report,
all information requested by them, and none of such information contained any misrepresentation at the time such information was so provided.
The Company is in compliance in all material respects with the provisions of NI 43-101 and/or Regulation S-K 1300, as applicable, and
the Company has filed the Technical Reports as required thereby and there has been no change that would disaffirm or change any aspect
of the Technical Reports in any material respect or require the Company to file updated Technical Reports in accordance with Regulation
S-K 1300 and/or NI 43-101, as applicable.
(ii)
Economic Analysis. All of the material assumptions underlying the mineral resource reserves, mineral resource estimates,
estimated economic parameters and economic analysis in the Technical Reports are, to the knowledge of the Company, reasonable and appropriate,
and the estimates of mineral reserves and mineral resources, estimated economic parameters and economic analysis described in the Registration
Statement and the Prospectus, comply in all material respects with applicable securities laws, subject to current technical reports superseding
prior reports. The information set forth in the Registration Statement and the Prospectus relating to mineral reserves and mineral resources,
estimated economic parameters and economic analysis required to be disclosed therein pursuant to applicable securities laws has been prepared
by the Company and its consultants in accordance with methods generally applied in the mining industry and conforms, in all material respects,
to the requirements of applicable securities laws.
(jj)
Environmental Laws. Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries
(i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively,
“Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their respective businesses as described in the Registration Statement
and the Prospectus; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Hazardous Substances”),
except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits,
licenses, other approvals or liability as would not, individually or in the aggregate, reasonably be expected have a Material Adverse
Effect. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures
to be completed or made by the Company or any of the Subsidiaries with respect to any of the assets of the Company or any of the Subsidiaries
or any assets previously held directly or indirectly by the Company nor has the Company or any of the Subsidiaries received notice of
any of the same.
(kk)
Hazardous Substances. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has used, except
in compliance with all Environmental Laws or except to the extent that the consequences would not, in the aggregate, reasonably be expected
to have a Material Adverse Effect, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture,
process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substances.
(ll)
Environmental Clean-Up. Except as ordinarily or customarily required by applicable permits, neither the Company nor any
of the Subsidiaries has received any notice that it is responsible or potentially responsible for a federal, state, local and foreign
clean-up site or corrective action under any Environmental Laws except where such action could not reasonably be expected to have a Material
Adverse Effect on the assets or properties, business, results of operations, prospects, or condition (financial or otherwise) of the Company
or any of the Subsidiaries. Neither the Company nor any of the Subsidiaries has received any request for information in connection with
any federal, state, local or foreign inquiries as to disposal sites except where such inquiries could not reasonably be expected to have
a Material Adverse Effect on the assets or properties, business, results of operations, prospects, or condition (financial or otherwise)
of the Company on a consolidated basis.
(mm)
Environmental Audits. To the knowledge of the Company, there are no environmental audits, evaluations, assessments, studies
or tests relating to the Company or any of the Subsidiaries, except for ongoing assessments conducted by or on behalf of the Company or
the Subsidiaries in the ordinary course.
(nn)
Disclosure Controls. The Company and each of its Subsidiaries maintain systems of internal accounting controls that are
designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. As of the date of the last audited financial statements of
the Company, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses
in its internal control over financial reporting (other than as set forth in the Prospectus). Since the date of the latest audited financial
statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial
reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting (other than as set forth in the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to provide reasonable assurance that
material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those
entities, particularly during the period in which the Company’s Annual Report on Form 20-F is being prepared. The Company’s
certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90
days prior to the filing date of the Form 20-F for the fiscal year most recently ended (such date, the “Evaluation Date”).
The Company presented in its Form 20-F for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures
are effective. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term
is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could
significantly affect the Company’s internal controls.
(oo)
Sarbanes-Oxley. There is and has been no failure on the part of the Company or any of the Company’s directors or officers,
in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or
each former principal executive officer of the Company and each former principal financial officer of the Company as applicable) has made
all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements
and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal
executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley
Act.
(pp)
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,
brokerage commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with
respect to Agent pursuant to this Agreement.
(qq)
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to
the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adverse Effect.
(rr)
Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale
of the Placement Shares and the application of the proceeds thereof as described in the Registration Statement and the Prospectus, will
be an “investment company,” or an entity “controlled” by an Investment Company as such terms are defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”).
(ss)
Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving
the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(tt)
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the
Company, and/or any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose
or limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect
materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance
Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions
and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described
as required.
(uu)
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at
the market” or continuous equity transaction.
(vv)
ERISA. To the knowledge of the Company, each material employee benefit plan, that is maintained, administered or contributed
to by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained
in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations; no prohibited transaction,
within the meaning of Section 406 of Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant
to a statutory or administrative exemption; and no plan is subject to ERISA or the Code including but not limited to the funding rules
of Section 412 of the Code or Section 302 of ERISA or the prohibited transaction rules within the meaning of Section 406 of ERISA or Section
4975 of the Code.
(ww)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(xx)
Agent Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent
permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in
effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent
the Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as “riskless principal” or
in a similar capacity) and (ii) the a Company shall not be deemed to have authorized or consented to any such purchases or sales by the
Agent.
(yy)
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof
by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System or any other regulation of such Board of Governors.
(zz)
Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such
risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary
for companies of similar size engaged in similar businesses in similar industries.
(aaa)
No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor, to the Company’s knowledge, any director,
officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting
on behalf of the Company or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political
office (or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other payment to any
official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public
duty in violation of any applicable law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or
indirect, exists between or among the Company or any Subsidiary or any affiliate of any of them, on the one hand, and the directors, officers
and shareholders of the Company or any Subsidiary, on the other hand, that is required by the Securities Act to be described in the Registration
Statement and the Prospectus that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company
or any Subsidiary or any affiliate of them, on the one hand, and the directors, officers, or shareholders of the Company or any Subsidiary,
on the other hand, that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not
so described; (iv) except as described in the Registration Statement and the Prospectus, there are no material outstanding loans or advances
or material guarantees of indebtedness by the Company or any Subsidiary to or for the benefit of any of their respective officers or directors
or any of the members of the families of any of them;
and (v) the Company has not offered, or caused any placement agent to offer, Common
Shares to any person with the intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the
customer’s or supplier’s level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication
to write or publish favorable information about the Company or any Subsidiary or any of their respective products or services; and, (vi)
neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer or employee of the Company or any
Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary
has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any
other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”), (B) promised, offered,
provided, attempted to provide or authorized the provision of anything of value, directly or indirectly, to any person for the purpose
of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improper advantage; or (C) made
any payment of funds of the Company or any Subsidiary or received or retained any funds in violation of any Anti-Corruption Laws.
(bbb)
Status Under the Securities Act. The Company was not and is not an “ineligible issuer” as defined in Rule 405
under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement
Shares.
(ccc)
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date
and as of each Applicable Time (as defined in Section 23 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in
or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by
the Agent specifically for use therein.
(ddd)
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the
consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions
hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of
the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such
conflicts, breaches and defaults that would not be reasonably be expected have a Material Adverse Effect; nor will such action result
(x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of
the provisions of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction
over the Company.
(eee)
Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”)
or, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative of the Entity, is a government,
individual, or entity (in this paragraph (eee), “Person”) that is, or is owned or controlled (as such terms
are used and defined in relevant Sanctions (as defined in sub-paragraph (A) below)) by a Person that is:
(A)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets
Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or
other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked
Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively, “Sanctions”), nor
(B)
located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings
with that country or territory (including, without limitation, Cuba, Iran, North Korea, Syria, the so called Donetsk People’s Republic,
the so called Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)).
(ii)
The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(A)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time
of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country; or
(B)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the
offering, whether as underwriter, advisor, investor or otherwise).
(iii)
The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past
5 years, it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any
country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.
(fff)
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required
to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid
or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.
(ggg)
Compliance with Laws. The Company and each of its Subsidiaries are in compliance with all applicable laws, regulations and
statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business; the Company has not
received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of
non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable
law or regulation or governmental position; in each case that would materially adversely affect the business of the Company or the business
or legal environment under which the Company operates. Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance
with all statutes, rules, or regulations applicable to the ownership, development, manufacture, packaging, processing, use, distribution,
marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by
the Company or its Subsidiaries (“Applicable Laws”), except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; (B) has not received any notice of adverse finding, warning letter, untitled
letter or other correspondence or notice from any other Governmental Authority alleging or asserting noncompliance in any material respect
with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto
required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations and such
Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (D) has
not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any
Governmental Authority or third party alleging that any operation or activity is in violation of any Applicable Laws or Authorizations
and has no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (E) has not received notice that any Governmental Authority has taken, is taking or intends to take
action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering
such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects
on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily,
initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert,
post sale warning, “dear healthcare provider” letter, or other notice or action relating to the alleged lack of safety or
efficacy of any product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated,
conducted or intends to initiate any such notice or action.
(hhh)
Statistical and Market-Related Data. The statistical, demographic and market-related data included in the Registration Statement
and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s
good faith estimates that are made on the basis of data derived from such sources.
(iii)
Cybersecurity. The Company and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate
for, and operate and perform in all material respects as required in connection with the operation of the business of the Company as currently
conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company
and its subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies,
procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy
and security of all IT Systems and data, including all Personal Data (as defined below) and all sensitive, confidential or regulated data
(“Confidential Data”) used in connection with their businesses. “Personal Data” means
(i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification
number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any
information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended;
(iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health information”
under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and
Clinical Health Act (collectively, “HIPAA”); (v) any “personal information” as defined by the California
Consumer Privacy Act (“CCPA”); and (vi) any other piece of information that allows the identification of such
natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health
or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those
that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review
or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws
or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal
policies and contractual obligations relating to the privacy and security of IT Systems, Confidential Data, and Personal Data and to the
protection of such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or modification.
(jjj)
Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance
with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, CCPA, and the
European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy
Laws”). To ensure compliance with the Privacy Laws, the Company has in place, complies with, and takes appropriate steps
to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection,
storage, use, processing, disclosure, handling, and analysis of Personal Data and Confidential Data (the “Policies”).
The Company has at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements,
and none of such disclosures made or contained in any Policy have been inaccurate or in violation of any applicable laws and regulatory
rules or requirements in any material respect. The Company further certifies that neither it nor any subsidiary: (i) has received notice
of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge
of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for,
in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any
order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
(kkk)
Emerging Growth Company Status. From the time of the initial filing of the Company’s first registration statement
with the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section
2(a)(19) of the Securities Act (an “Emerging Growth Company”).
(lll)
Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities
Act.
Any certificate signed by an officer of the Company
and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation
and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
7.
Covenants of the Company. The Company covenants and agrees with Agent that:
(a)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating
to any Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agent promptly of the
time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with
the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission
for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare
and file with the Commission, promptly upon the Agent’s reasonable request,
any amendments or supplements to the Registration Statement
or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the
Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the
Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made
by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure
to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company
will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible
into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the
Agent has not objected thereto in good faith on reasonable grounds and in writing within two (2) Business Days (provided, however,
that the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect
the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and provided, further,
that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales
under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon filing
is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR;
and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to
the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference,
to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file
or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion
or reasonable objections, shall be made exclusively by the Company).
(b)
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge
thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives
any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any
Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is
required to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will
comply in all material respects with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file
on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has
omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to
comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly
of all such filings if not available on EDGAR. If during such period any event occurs as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement
the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Agent to suspend the
offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus
(at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however, that
the Company may delay such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company
to do so and shall promptly provide the Agent with a written notice to that effect setting forth with reasonable details the grounds for
such judgment. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company
shall not instruct the Agent to resume the offering of Placement Shares.
(d)
Listing of Placement Shares. Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts
to cause the Placement Shares to be listed on the Exchange.
(e)
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense
of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all
amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a
Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the
Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable
and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies
of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that
the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available
on EDGAR.
(f)
Earning Statement. To the extent not otherwise available on EDGAR, the Company will make generally available to its security
holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter,
an earning statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.
(g)
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds”.
(h)
Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer
to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire,
Common Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement Notice is
delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement Date with respect to
Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale
of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly
in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell
or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities convertible
into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the sixtieth (60th) day
immediately following the termination of this Agreement; provided, however, that such notice will not be required in connection
with the Company's issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise
of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but
not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or
hereafter implemented, (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights
in effect or outstanding, and disclosed in filings by the Company available on EDGAR or SEDAR or otherwise in writing to the Agent and
(iii) Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other
business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes.
(i)
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly
after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material
respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.
(j)
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or
its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and
making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices,
as the Agent may reasonably request.
(k)
Required Filings Relating to Placement of Placement Shares. If required, the Company shall disclose, in its quarterly reports
filed or furnished on Form 6-K and in its annual report on Form 20-F to be filed by the Company with the Commission from time to time,
the number of the Placement Shares sold through the Agent under this Agreement, and the net proceeds to the Company from the sale of the
Placement Shares pursuant to this Agreement during the relevant quarter or, in the case of an Annual Report on Form 20-F, during the fiscal
year covered by such Annual Report and the fourth quarter of such fiscal year. The Company agrees that on such dates as the Securities
Act shall require with respect to the Placement Shares, the Company will (i) file a prospectus supplement with the Commission under the
applicable paragraph of Rule 424(b) under the Securities Act (each and every filing date under Rule 424(b), a “Filing Date”),
which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the Net
Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver
such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required
by the rules or regulations of such exchange or market.
(l)
Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice and (2) each time the Company:
(i)
files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating
solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement
Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into
the Registration Statement or the Prospectus relating to the Placement Shares;
(ii)
files an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information
or a material amendment to the previously filed Form 20-F);
(iii)
files its quarterly reports on Form 6-K under the Exchange Act; or
(iv)
files a report of Foreign Private Issuer on Form 6-K containing amended financial information under the Exchange Act (each
date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”);
the Company shall furnish the Agent (but in the case of clause (iii) above
only if the Agent reasonably determines that the information contained in such Form 6-K is material) with a certificate dated the Representation
Date, in the form and substance satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the
Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as amended or supplemented.
The requirement to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time
at which no Placement Notice is pending or a Suspension is in effect, which waiver shall continue until the earlier to occur of the date
the Company delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation
Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement
Shares following a Representation Date when a Suspension was in effect and did not provide the Agent with a certificate under this Section 7(l),
then before the Company delivers the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to
such instructions, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the
date that the instructions for the sale of Placement Shares are issued.
(m)
Legal Opinion. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance
letter of Dorsey & Whitney LLP (“Company Counsel”), or other counsel reasonably satisfactory to the Agent,
in form and substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the
Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
provided, however, that in lieu of such opinions for subsequent periodic filings
under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the effect that
the Agent may rely on a prior opinion delivered under this Section 7(m) to the same extent as if it were dated the date of such
letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended
or supplemented as of the date of the Reliance Letter). For greater certainty, the opinion of Company Counsel will be accompanied by a
standard Rule 10b-5 negative assurance letter.
(n)
Comfort Letter. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause its independent registered public accounting firm to furnish the Agent
letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements
set forth in this Section 7(n); provided, that if reasonably requested by the Agent, the Company shall cause a Comfort Letter
to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the
restatement of the Company’s financial statements.
The Comfort Letter from the Company’s independent registered public accounting
firm shall be in a form and substance satisfactory to the Agent, (i) confirming that they are an independent registered public accounting
firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (“PCAOB”), (ii)
stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily
covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first
such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information
that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the
Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.
(o)
Title Opinion. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written title opinion of Gill,
Godlonton & Gerrans (“Company Mining Counsel”), or other counsel reasonably satisfactory to the Agent
with respect to material mineral properties of the Company, in form and substance reasonably satisfactory to the Agent and its counsel,
substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the Registration
Statement and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agent
no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent periodic
filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Mining Letter”) to
the effect that the Agent may rely on a prior opinion delivered under this Section 7(o) to the same extent as if it were dated
the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the
Prospectus as amended or supplemented as of the date of the Reliance Mining Letter).
(p)
Jersey Legal Opinion. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of Mourant
Ozannes (“Company Jersey Counsel”), or other counsel reasonably satisfactory to the Agent, in form and
substance reasonably satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and
its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided,
however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter; provided, further,
that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance
Jersey Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(p) to the
same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Jersey Letter).
(q)
UK Opinion. (1) Prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion of RBG
Legal Services Limited, trading as Memery Crystal (“Company UK Counsel”), or other counsel reasonably
satisfactory to the Agent, in form and substance reasonably satisfactory to Agent and its counsel, substantially similar to the form previously
provided to the Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended
or supplemented; provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar
quarter; provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish
the Agent with a letter (a “Reliance UK Letter”) to the effect that the Agent may rely on a prior opinion delivered
under this Section 7(q) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance UK
Letter).
(r)
Market Activities; Compliance with Regulation M. The Company will not, directly or indirectly, (i) take any action designed
to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation
of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.
(s)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it
nor any of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment
company, as such term is defined in the Investment Company Act.
(t)
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity
as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity
as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities
Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares
hereunder.
(u)
Blue Sky and Other Qualifications. At any time that the Company does not have a class of securities listed on a “National
Securities Exchange” (as defined in the Exchange Act), the Company will use its commercially reasonable efforts, in cooperation
with the Agent, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered
and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate
and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but
in no event for less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated
to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction
in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements
and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect
for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).
(v)
Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their
assets and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with IFRS and including those policies and procedures
that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation
of the Company’s consolidated financial statements in accordance with IFRS, (iii) that receipts and expenditures of the Company
are being made only in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and other procedures,
including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder
that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms,
including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including
its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known
to them by others within those entities, particularly during the period in which such periodic reports are being prepared.
(w)
Secretary’s Certificate; Further Documentation. On or prior to the date of the first Placement Notice, the Company
shall deliver to the Agent a certificate: (i) of the Secretary of the Company and attested to by an executive officer of the Company,
dated as of such date, certifying as to (A) the Certificate of Incorporation of the Company, (B) the memorandum and articles of association
of the Company, (C) the resolutions of the board of directors of the Company authorizing the execution, delivery and performance of this
Agreement and the issuance of the Placement Shares and (D) the incumbency of the officers duly authorized to execute this Agreement and
the other documents contemplated by this Agreement; and (ii) of the Chief Financial Officer of the Company (each, a “CFO Certificate”),
dated as of such date, certifying, in form and substance satisfactory to the Agent, as to certain financial matters not covered by the
Comfort Letter and identified by the Agent or its counsel. Within five (5) Trading Days of each Representation Date, the Company shall
have furnished to the Agent a CFO Certificate in form and substance satisfactory to the Agent and such further information, certificates
and documents as the Agent may reasonably request.
(x)
Emerging Growth Company Status. The Company will promptly notify the Agent if the Company ceases to be an Emerging Growth
Company at any time during the term of this Agreement.
8.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this
Agreement, including (i) the preparation and filing of the Registration Statement, including any fees required by the Commission, and
the printing or electronic delivery of the Prospectus as originally filed and of each amendment and supplement thereto relating to the
Placement Shares, in such number as the Agent shall reasonably deem necessary, (ii) the printing and delivery to the Agent of this Agreement
and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares,
(iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or
other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the
Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the
fees and expenses of the Agent including but not limited to the fees and expenses of the counsel to the Agent, payable upon the execution
of this Agreement, but excluding reasonable and documented taxes, disbursements and other charges, (a) in an amount not to exceed $75,000,
in connection with the execution of this Agreement, (b) in an amount not to exceed $25,000 per calendar quarter thereafter payable in
connection with each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section
7(l) for which no waiver is applicable and excluding the date of this Agreement, and (c) in an amount not to exceed $25,000 for each
program “refresh” (filing of a new registration statement, prospectus or prospectus supplement relating to the Placement Shares
and/or an amendment of this Agreement) executed pursuant to this Agreement, (vi) the reasonable and documented taxes, disbursements and
other charges of the Agent including but not limited to the reasonable and documented taxes, disbursements and other charges of the counsel
to the Agent (which fees are exclusive of and not subject to the cap, set forth in clause (v) above),
(vii) the qualification or exemption
of the Placement Shares under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing
fees, but excluding fees of the Agent’s counsel, (viii) the printing and delivery to the Agent of copies of any Permitted Issuer
Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such number as the Agent shall reasonably deem
necessary, (ix) the preparation, printing and delivery to the Agent of copies of any required blue sky survey, (x) the fees and expenses
of the transfer agent and registrar for the Common Shares, (xi) the filing and other fees incident to any review by FINRA of the terms
of the sale of the Placement Shares including the fees of the Agent’s counsel (subject to the cap, set forth in clause (v) above),
and (xii) the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange. The Company agrees to
pay the fees, expenses and reasonable and documented taxes, disbursements and other charges of counsel to the Agent set forth in clause
(v) and (vi) above by wire transfer of immediately available funds directly to such counsel upon presentation of an invoice containing
the requisite payment information prepared by such counsel.
9.
Conditions to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will
be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance
by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable
judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:
(a)
Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the
(i) resale of all Placement Shares issued to the Agent and not yet sold by the Agent and (ii) sale of all Placement Shares contemplated
to be issued by any Placement Notice.
(b)
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any
request for additional information from the Commission or any other federal or state Governmental Authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that
makes any statement of material fact made in the Registration Statement or the Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement,
the Prospectus or incorporated documents so that, in the case of the Registration Statement, it will not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading
and, that in the case of the Prospectus, it will not contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(c)
No Misstatement or Material Omission. The Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.
(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,
there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or
any development that would reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating
assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement
by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset
backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment
of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable
or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e)
Legal Opinions. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable,
the Agent shall have received the opinions and negative assurance letters of Company Counsel, and opinions or reliance letters of Company
Mining Counsel, Company Jersey Counsel and Company UK Counsel required to be delivered pursuant to Section 7(m), Section 7(o),
Section 7(p) and Section 7(q) on or before the date on which such delivery of such opinions is required pursuant to Section
7(m), Section 7(o), Section 7(p) and Section 7(q).
(f)
Comfort Letter. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable,
the Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(n) on or before the date on which
such delivery of such Comfort Letter is required pursuant to Section 7(n).
(g)
Representation Certificate. (1) On or prior to the date of the first Placement Notice and (2) within five (5) Trading Days
of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for
which no waiver is applicable, the Agent shall have received the certificate required to be delivered pursuant to Section 7(l)
on or before the date on which delivery of such certificate is required pursuant to Section 7(l).
(h)
No Suspension. Trading in the Common Shares shall not have been suspended on the Exchange and the Common Shares shall not
have been delisted from the Exchange.
(i)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l),
the Company shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents
as the Agent may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions
hereof.
(j)
Securities Act Filings Made. All filings with the Commission with respect to the Placement Shares required by Rule 424 under
the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable
time period prescribed for such filing by Rule 424.
(k)
Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only
to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or
prior to, the issuance of any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.
(l)
FINRA. If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation
allowable or payable to the Agent as described in the Prospectus.
(m)
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 12(a).
10.
Indemnification and Contribution.
(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective
partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent or any affiliate within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of
or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related
Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent
of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Company,
which consent shall not unreasonably be delayed or withheld; and
(iii)
against any and all expense whatsoever, as incurred (including the reasonable and documented fees and disbursements of counsel),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental
Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission (whether or not a party), to the extent that any such expense is not paid under (i) or (ii) above,
provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made solely in reliance upon and in conformity with the Agent Information.
(b)
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the
Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity
contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any amendments thereto), the Prospectus, any Prospectus Supplement (or any amendment
or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity
with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby
acknowledges that the only information that the Agent has furnished to the Company expressly for use in the Registration Statement, the
Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the eighth
and ninth paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”).
(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party
or parties under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that
it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory
to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for
the reasonable and documented costs of investigation subsequently incurred by the indemnified party in connection with the defense. The
indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel
will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal
defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party,
(3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the
indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably
satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action;
in each of which cases the reasonable and documented fees, disbursements and other charges of counsel will be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the reasonable and documented fees, disbursements and other charges of more than one separate
firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such
fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party
will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party
shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified
party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified
party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation,
proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.
(d)
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be
liable for any settlement of the nature contemplated by Section 10(a)(ii) effected without its written consent if (1) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(e)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms but for any reason is held to be
unavailable or insufficient from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claim asserted) to which the Company and the Agent may be subject in such proportion
as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The
relative benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion
as the total net proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total
compensation received by the Agent (before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only
if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made
in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative
fault of the Company, on the one hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in such
loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect
to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent,
the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or
omission.
The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this Section 10(e)
were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage,
or action in respect thereof, referred to above in this Section 10(e) shall be deemed to include, for the purpose of this Section
10(e), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section
10(e), the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and
no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(e), any
person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the Agent and any officers,
directors, partners, employees or agents of the Agent or any of its affiliates, will have the same rights to contribution as that party,
and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution
as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for contribution may be made under this Section 10(e),
will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party
or parties from whom contribution may be sought from any other obligation it or they may have under this Section 10(e) except to
the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom
contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 10(c) hereof, no party will
be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant
to Section 10(c) hereof.
11.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section
10 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall
survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons,
or the Company (or any of their respective officers, directors, employees or controlling persons), (ii) delivery and acceptance of the
Placement Shares and payment therefor or (iii) any termination of this Agreement.
12.
Termination.
(a)
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since
the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any development
or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of
operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course
of business, which individually or in the aggregate, in the sole judgment of the Agent, acting reasonably, has or could reasonably be
expected to have a Material Adverse Effect and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts
for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States
or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international political, financial or economic conditions, in each case the
effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to
enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Shares has been suspended or limited by the Commission
or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed
on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall
have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall
have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any
such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Payment of
Expenses), Section 10 (Indemnification and Contribution), Section 11 (Representations and Agreements to Survive Delivery),
Section 13 (Notices), Section 16 (Entire Agreement), Section 17 (Governing Law and Time; Waiver of Jury Trial), Section
18 (Consent to Jurisdiction), Section 22 (Absence of Fiduciary Relationship) and Section 23 (Definitions) hereof shall
remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this
Section 12(a) the Agent shall provide the required notice as specified in Section 13 (Notices).
(b)
The Company shall have the right, by giving ten (10) days’ notice (or five (5) days’ notice at any time when no Placement
Notice is in effect) as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section
10, Section 11, Section 13, Section 16, Section 17, Section 18, Section 22 and Section 23
hereof shall remain in full force and effect notwithstanding such termination.
(c)
The Agent shall have the right, by giving ten (10) days’ notice (or five (5) days’ notice at any time when no Placement
Notice is in effect) as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section
10, Section 11, Section 13, Section 16, Section 17, Section 18, Section 22 and Section 23
hereof shall remain in full force and effect notwithstanding such termination.
(d)
Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and
sale of the Maximum Amount of Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided
that the provisions of Section 8, Section 10, Section 11, Section 13, Section 16, Section 17,
Section 18, Section 22 and Section 23 hereof shall remain in full force and effect notwithstanding such termination.
(e)
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), or (c)
above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement
shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 13, Section 16,
Section 17, Section 18, Section 22 and Section 23 shall remain in full force and effect.
(f)
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company,
as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares
shall settle in accordance with the provisions of this Agreement.
13.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:
Cantor Fitzgerald & Co.
110 East 59th Street
New York, NY 10022
Attention: Capital Markets
Email: svasudev@cantor.com and CFControlledEquityOffering@cantor.com
and:
Cantor Fitzgerald & Co.
110 East 59th Street
New York, NY 10022
Attention: General Counsel
Email: Legal-IBD@cantor.com
with a copy to:
| Dentons Canada LLP |
Dentons US LLP |
| 77 King Street West, Suite 400 |
1221 Avenue of the Americas |
| Toronto, ON M5K 0A1 |
New York, NY 10020-1089 |
| Attention: Jason Saltzman |
Attention: Rob Condon |
| Email: jason.saltzman@dentons.com |
Email: rob.condon@dentons.com |
and if to the Company, shall be delivered to:
Caledonia Mining Corporation Plc
B006 Millais House, Castle Quay
St Helier, Jersey JE2 3EF
Attention: Adam Chester, General Counsel
Email: achester@caledoniamining.com
with a copy to:
Dorsey & Whitney LLP
Toronto–Dominion Centre
66 Wellington Street West, Suite 3400
Toronto, ON M5K 1E6
Attention: James Guttman
Email: guttman.james@dorsey.com
Each party to this Agreement may change such address
for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication
shall be deemed given (i) when delivered personally or by verifiable email transmission (with an original to follow) on or before 4:30
p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business
Day” shall mean any day on which the Exchange and commercial banks in the City of New York and Jersey are open for business.
An electronic communication (“Electronic
Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic mail address specified
by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice
receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive
the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting
party within ten (10) days of receipt of the written request for Nonelectronic Notice.
14.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent
and their respective successors and the parties referred to in Section 10 hereof. References to any of the parties contained in
this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign
its rights or obligations under this Agreement without the prior written consent of the other party; provided, however,
that the Agent may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent so
long as such affiliate is a registered broker dealer and the Agent provides advance notice of such assignment to the Company.
15.
Adjustments for Stock Splits. The parties acknowledge and agree that all share related numbers contained in this
Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement
Shares.
16.
Entire Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached
hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous
agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any
one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable
as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent
that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal
or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder
of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver
by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power,
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power, or privilege hereunder.
17.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18.
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW.
19.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may
be made by electronic transmission.
20.
Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction
hereof. References herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall
be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended,
reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated
thereunder.
21.
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior
written consent of the Agent (which consent shall not be unreasonably withheld or delayed), and the Agent represents, warrants and agrees
that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Placement
Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,”
as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the
Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and
warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,”
as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,
including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto
agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.
22.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:
(a)
the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each
transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between
the Company or any of its respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on
the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this
Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation
to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;
(b)
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions
contemplated by this Agreement;
(c)
neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions
contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate;
(d)
it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company
by virtue of any fiduciary, advisory or agency relationship or otherwise; and
(e)
it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary
duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent
and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such
a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or
creditors of the Company.
23.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable Time” means (i)
each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each Settlement Date.
“Governmental Authority”
means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory
or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or
arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement Shares that (1) is required
to be filed with the Commission by the Company, (2) is a “road show” that is a “written communication” within
the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule
433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that does not reflect the final terms, in each
case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g) under the Securities Act Regulations.
“Mining Projects” means,
collectively, the interests of the Company or its Subsidiaries in various concessions or claim blocks located in Zimbabwe and referred
to as (i) the “Blanket Mine”, (ii) the “Bilboes Project”, (iii) the “Maligreen Project” and (iv) the
“Motapa Mining Lease”.
“Rule 164,” “Rule
172,” “Rule 405,” “Rule 415,” “Rule 424,”
“Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such
rules under the Securities Act Regulations.
“Technical Reports” means:
(i) the NI 43-101 preliminary economic assessment entitled “Bilboes Gold Project Preliminary Economic Assessment”, with an
effective date of May 30, 2024, (ii) the Regulation S-K 1300 pre-feasibility study entitled “Bilboes Gold Project Technical Report
Summary”, with an effective date of December 31, 2023, (iii) the Regulation S-K 1300 pre-feasibility study entitled “S-K 1300
Technical Report Summary on the Blanket Gold Mine, Zimbabwe”, with an effective date of December 31, 2023, (iv) the Regulation
S-K 1300 initial assessment entitled “S-K 1300 Technical Report Summary on the Maligreen Gold Project, Zimbabwe”, with an
effective date of December 31, 2022 and (v) the technical report summary titled “Bilboes Gold Project Technical Report Summary”, with an effective date of May
30, 2024.
All references in this Agreement to financial statements
and schedules and other information that is “contained,” “included” or “stated” in the Registration
Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may
be.
All references in this Agreement to the Registration
Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission
pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses
that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the
Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without
limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement
of any Placement Shares by the Agent outside of the United States.
[Signature Page Follows]
If the foregoing correctly sets forth the understanding
between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement between the Company and the Agent.
Very truly yours,
CALEDONIA MINING CORPORATION PLC
By: /s/ Mark Learmonth
Name: Mark Learmonth
Title: CEO and Director
ACCEPTED as of the date first-above written:
CANTOR FITZGERALD & CO.
By: /s/ Sameer Vasudev
Name: Sameer Vasudev
Title: Managing Director
If the foregoing correctly sets forth the understanding
between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute
a binding agreement between the Company and the Agent.
Very truly yours,
CALEDONIA MINING CORPORATION PLC
By: /s/ Mark Learmonth
Name: Mark Learmonth
Title: CEO and Director
ACCEPTED as of the date first-above written:
CANTOR FITZGERALD & CO.
By: /s/ Sameer Vasudev
Name: Sameer Vasudev
Title: Managing Director
SCHEDULE 1
_______________________
Form of Placement Notice
_______________________
| From: |
Caledonia Mining Corporation Plc |
| |
|
| To: |
Cantor Fitzgerald & Co. |
| |
Attention: Sameer Vasudev (svasudev@cantor.com) |
| |
With copies to: |
| |
CFControlledEquityOffering@cantor.com |
| |
|
| Subject: |
Placement Notice |
| |
|
| Date: |
______, 202__ |
Ladies and Gentlemen:
Pursuant to the terms and subject to the
conditions contained in the Sales Agreement between Caledonia Mining Corporation Plc, a company formed under the laws of Jersey (the
“Company”), and Cantor Fitzgerald & Co. (“Agent”), dated December 16, 2024,
the Company hereby requests that the Agent sell up to ______ of the Company’s common shares, no par value, at a minimum market
price of $ ____per share, during the time period beginning [month, day, time] and ending [month, day, time].
SCHEDULE 2
____________________
Compensation
____________________
The Company shall pay to the Agent in cash, upon each
sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the aggregate gross proceeds from each sale of Placement
Shares.
SCHEDULE 3
___________________
Notice Parties
___________________
The Company
Mark Learmonth (mlearmonth@caledoniamining.com)
Adam Chester (achester@caledoniamining.com)
Maurice Mason (mmason@caledoniamining.com)
Victor Gapare (VGapare@caledoniamining.com)
Chester Goodburn (cgoodburn@caledoniamining.com)
The Agent
Sameer Vasudev (svasudev@cantor.com)
With copies to:
CFControlledEquityOffering@cantor.com
SCHEDULE 4
___________________
Subsidiaries
___________________
Arraskar Investments (Private) Limited
Bilboes Gold Limited
Bilboes Holdings (Private) Limited
Blanket Mine (1983) (Private) Limited
Caledonia Holdings Zimbabwe (Private) Limited
Caledonia Mining FZCO
Caledonia Mining Services (Private) Limited
Caledonia Mining South Africa Proprietary Limited
Caledonia (Bilboes & Motapa) (Private) Limited
Caledonia (Connemara) (Private) Limited
Caledonia (Maligreen) (Private) Limited
Fintona Investments Proprietary Limited
Greenstone Management Services Holdings Limited
Motapa Mining Company UK Limited
Form of Representation Date Certificate Pursuant to Section 7(l)
The undersigned, the duly qualified and elected [INSERT
TITLE], of Caledonia Mining Corporation Plc, a company formed under the laws of Jersey certify (the “Company”),
does hereby in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated December 16,
2024 (the “Sales Agreement”), between the Company and Cantor Fitzgerald & Co., that to the best of the knowledge
of the undersigned:
(i)
The representations and warranties of the Company in Section 6 of the Sales Agreement are true and correct on and as of
the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and
warranties that speak solely as of a specific date and which were true and correct as of such date; provided, however, that
such representations and warranties also shall be qualified by the disclosure included or incorporated by reference in the Registration
Statement and Prospectus; and
(ii) The
Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement
at or prior to the date hereof
Capitalized terms used herein without definition shall
have the meanings given to such terms in the Sales Agreement.
CALEDONIA MINING CORPORATION PLC
By: ____________________________________
Name: __________________________________
Title: ___________________________________
Date: ______, 202__
Exhibit 21
Permitted Free Writing Prospectus
1. Free Writing Prospectus dated December 17, 2024
Exhibit 99.2
CONSENT OF EXPERT
December 17, 2024
Caledonia Mining Corporation Plc
United States Securities and Exchange Commission Ladies and Gentlemen:
Re: Caledonia Mining Corporation Plc (the “Company”)
I, Craig Harvey, do hereby consent to:
| (1) | the inclusion of the scientific and technical information contained in Company’s
prospectus supplement (the “Prospectus Supplement”) dated December 17, 2024 to the Company’s Registration Statement on
Form F-3 (File No. 333-281436) (the “Technical Information”) filed with the United States Securities and Exchange Commission
(the “SEC”); |
| (2) | the reference to me under the heading “Experts” in the Prospectus Supplement;
and |
| (3) | the filing of this consent under cover of Form 6-K with the SEC and of the incorporation
by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form
F-3 (No. 333-281436), and any amendments thereto, filed with the SEC. |
| |
By: |
/s/ Craig Harvey |
| |
|
Craig Harvey |
Exhibit 99.3
Caledonia Mining Corporation Plc
Block Listing Application and "At The Market" Sales Agreement
(NYSE AMERICAN, AIM and VFEX: CMCL)
St Helier, December 17, 2024 – Caledonia Mining
Corporation Plc (“Caledonia” or the “Company”) today announces that it has entered into an "At the Market"
or "ATM" sales agreement with Cantor Fitzgerald & Co (“Cantor”) (the “ATM Sales Agreement”), pursuant
to which the Company may, at its discretion from time to time, sell up to US$50,000,000 worth of shares (the “ATM Offering”).
Any sales of shares would occur by means of ordinary brokers’ transactions or block trades, with sales only being made on the NYSE
American at market prices. Caledonia expects to use the amount of any net proceeds from the sales for investment in the development of
the Bilboes sulphide project.
In connection with the ATM Offering, yesterday Caledonia filed
a technical report summary titled “Bilboes Gold Project Technical Report Summary”, prepared for Caledonia by DRA Projects
(Pty) Ltd (“DRA”), in accordance with Subpart 1300 and Item 601(b)(96) of Regulation S-K (“S-K 1300”), as adopted
by the United States Securities and Exchange Commission.
DRA previously issued an S-K 1300 pre-feasibility study for
the project entitled “Bilboes Gold Project Technical Report Study”, with an issue date of May 15, 2024 and an effective date
of December 31, 2023. On June 3, 2024, Caledonia published a new technical report for Bilboes, which superseded prior technical reports
and technical report summaries for Bilboes. The new Bilboes technical report was a preliminary economic assessment prepared in accordance
with Canada’s National Instrument 43-101 and did not comply with S-K 1300.
The purpose of the technical report summary filed yesterday
is to report mineral resources for the project in accordance with S-K 1300, to present the results of an initial assessment for the implementation
of open pit mining to recover the gold mineralization and to propose additional work required for feasibility level studies. The effective
date of the technical report summary, being May 30, 2024, and the amounts of mineral resources reported are identical to those reported
in the preliminary economic assessment.
The Company intends to publish a new feasibility study for the
project in the first quarter of 2025.
Cantor, acting as sales agent, may conduct sales for the benefit of the
Company should the Company elect to initiate a transaction or transactions, dependent on market conditions and such other terms as the
Company may specify. The ATM Sales Agreement is not a formal placing and any potential sales of new shares are not underwritten by the
sales agent.
Head and Registered Office: Caledonia Mining Corporation Plc
Unit B006, Millais House, Castle Quay, St Helier, Jersey, Channel Islands, JE2 3EF
info@caledoniamining.com | | www.caledoniamining.com
Accordingly, an application has been made to AIM for a block admission
in respect of 4,000,000 new depositary interests representing the same number of shares in the share capital of the Company which will
rank pari passu with the existing shares in issue. It is expected that the block admission will become effective on or about December
18, 2024. These new shares will be issued and allotted from time to time to settle any sales conducted under the ATM Sales Agreement.
Following admission, the Company's issued share capital remains unchanged
at 19,214,554. The Company will make six-monthly announcements of the utilisation of the block admission, in line with its obligations
under AIM Rule 29.
A prospectus supplement, (the “Prospectus Supplement”)
to the Company’s base shelf prospectus (the “Base Shelf Prospectus”), will be filed with the United States Securities
and Exchange Commission (the “SEC”) as part of the Company’s registration statement on Form F-3 (the “Registration
Statement”). The Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement contain important detailed information
about the Company and the ATM Offering. Prospective investors should read the Prospectus Supplement, the Base Shelf Prospectus and the
Registration Statement and the other documents the Company has filed for more complete information about the Company and the ATM Offering
before making an investment decision. Investors may obtain copies of the Prospectus Supplement by visiting the SEC’s website at
www.sec.gov.
Enquiries:
|
Caledonia Mining Corporation Plc
Mark Learmonth
Camilla Horsfall |
Tel: +44 1534 679 800
Tel: +44 7817 841 793 |
| |
|
|
Cavendish Capital Markets Limited (Nomad and Joint Broker)
Adrian Hadden
Pearl Kellie |
Tel: +44 20 7397 1965
Tel: +44 131 220 9775 |
| |
|
|
Panmure Liberum Limited (Joint Broker)
Scott Mathieson
Matt Hogg |
Tel: +44 20 3100 2000 |
| |
|
|
Camarco, Financial PR (UK)
Gordon Poole
Julia Tilley
Elfie Kent |
Tel: +44 20 3757 4980 |
| |
|
|
3PPB (Financial PR, North America)
Patrick Chidley
Paul Durham |
Tel: +1 917 991 7701
Tel: +1 203 940 2538 |
| |
|
|
Curate Public Relations (Zimbabwe)
Debra Tatenda |
Tel: +263 77802131 |
| |
|
|
IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)
Lloyd Mlotshwa
|
Tel: +263 (242) 745 119/33/39 |
Note: This announcement contains inside information which
is disclosed in accordance with the Market Abuse Regulation (EU) No. 596/2014 (“MAR”) as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 and is disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Cautionary Note Concerning Forward-Looking Information
Information and statements contained in this news release
that are not historical facts are “forward-looking information” within the meaning of applicable securities legislation 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. Examples
of forward-looking information in this news release include: filing of a prospectus supplement, potential sales of shares, development
of the Bilboes sulphide project and the application of the proceeds to that project. This forward-looking information is based, in part,
on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to:
failure to sell any shares or raise other finance, establish estimated resources and reserves, the grade and recovery of ore which is
mined varying from estimates, success of future exploration and drilling programs, reliability of drilling, sampling and assay data, assumptions
regarding the representativeness of mineralization being inaccurate, success of planned metallurgical test-work, capital and operating
costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project
approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors.
Security holders, potential security holders and other prospective
investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those suggested by the forward-looking statements. Such factors include, but are not limited
to: risks relating to estimates of mineral reserves and mineral resources proving to be inaccurate, failure to sell shares or raise other
finance to develop the Bilboes sulphide project, fluctuations in gold price, risks and hazards associated with the business of mineral
exploration, development and mining, risks relating to the credit worthiness 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 communities and indigenous populations; political risk; risks related to natural disasters,
terrorism, civil unrest, public health concerns (including health epidemics or outbreaks of communicable diseases such as the coronavirus
(COVID-19)); availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration
and development, including the risks of obtaining or maintaining necessary licenses and permits, diminishing quantities or grades of mineral
reserves as mining occurs; global financial condition, the actual results of current exploration activities, changes to conclusions of
economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors, risks of increased capital
and operating costs, environmental, safety or regulatory risks, expropriation, the Company’s title to properties including ownership
thereof, increased competition in the mining industry for properties, equipment, qualified personnel and their costs, risks relating to
the uncertainty of timing of events including targeted production rate increase and currency fluctuations. Security holders, potential
security holders and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature,
forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute
to the possibility that the predictions, forecasts, projections and various future events will not occur. Caledonia undertakes no obligation
to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other
such factors which affect this information, except as required by law.
This news release is not an offer of the shares of Caledonia
for sale in the United States or elsewhere. This news release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of the shares of Caledonia, in any province, state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such province, state or jurisdiction.
Caledonia Mining (AMEX:CMCL)
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