Form 20-f Annual Report
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.20549FORM 20-FANNUAL REPORT[]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OFTHE SECURITIES EXCHANGE ACT OF 1934OR[x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018OR[]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934OR[]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report For the transition period from to Commission file number 001-38164Caledonia Mining Corporation Plc(Exact name of Registrant as specified in its charter)Jersey, Channel Islands(Jurisdiction of incorporation or organization)Caledonia Mining Corporation Plc3rd Floor, Weighbridge House, St Helier, Jersey, JE2 3NF(Address of principal executive offices)Mark Learmonth, 44 1534 679 800, marklearmonth@caledoniamining.com, 3rd Floor,Weighbridge House, St Helier, Jersey Channel Islands, JE2 3NF.(Name, telephone, email and/or facsimile number and address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act: NoneSecurities registered or to be registered pursuant to Section 12(g) of the Act
2Common Shares, without par value - 10,749,904(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NoneIndicate the number of outstanding shares of each of the issuer’s classes of capital or stock asof the closing of the period covered by the annual report:10,603,153 (“Common shares” or “shares”)Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.[ ] Yes [X] NoIf this report is an annual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.[ ] Yes [X] NoIndicate by check mark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days[X] Yes [ ] NoIndicate by check mark whether the registrant has submitted electronically every InteractiveData File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).[ ] Yes [ ] NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, and/or an emerging growth company. See definition of “large acceleratedfiler,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [X]Emerging growth company [X]If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards† providedpursuant to Section 13(a) of the Exchange Act. [ ]† The term “new or revised financial accounting standard” refers to any update issuedby the Financial Accounting Standards Board to its Accounting Standards Codificationafter April 5, 2012.2
3Indicate by check mark which basis of accounting the registrant has used to prepare thefinancial statements included in this filing:U.S. GAAP [ ]International Financial Reporting Standards as issued by the International AccountingStandards Board [X]Other [ ]If “Other” has been checked in response to the previous question, indicate by check markwhich financial statement item the registrant has elected to followItem 17 [ ]Item 18 [ ]If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).[ ] Yes[X] NoIndicate by check mark whether the registrant has filed all documents and reports required tobe filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court: N/A3
TABLE OF CONTENTSPART I .9ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS .9ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE .9ITEM 3 - KEY INFORMATION.9A.B.C.D.Selected Financial Data.9Capitalization and Indebtedness.10Reasons for the Offer and Use of Proceeds .10Risk Factors .10ITEM 4 - INFORMATION ON THE COMPANY .22A.B.C.D.History and Development of the Company .22Business Overview .25Organizational Structure .27Property, Plant and Equipment .28ITEM 4A - UNRESOLVED STAFF COMMENTS .34ITEM 5- OPERATING AND FINANCIAL REVIEW AND PROSPECTS .34A.B.C.D.E.F.Operating Results .34Liquidity and Capital Resources .40Research and development, patents and licences, etc .40Trend Information .41Off-Balance Sheet Arrangements .41Tabular Disclosure of Contractual Obligations .41ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.42A.B.C.D.E.Directors and Senior Management .42Compensation .46Board Practices .47Employees.48Share Ownership .48ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .49A.B.C.Major Shareholders .49Related Party Transactions .50Interests of Experts and Counsel .50ITEM 8 - FINANCIAL INFORMATION .50A.B.Consolidated Statements and Other Financial Information .50Significant Changes .50ITEM 9 - THE OFFERING AND LISTING .51A.B.C.D.E.F.Offering and Listing Details .51Plan of Distribution .51Markets .51Selling Shareholders .51Dilution .51Expenses of the Issue .51ITEM 10 - ADDITIONAL INFORMATION .51A.B.C.D.E.F.G.Share Capital .51Articles of Association.51Material Contracts.53Exchange Controls .54Taxation .54Dividends and Paying Agents .58Statement by Experts .58
5H.I.Documents on Display .58Subsidiary Information .59ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .59A.B.C.D.E.F.Currency Risk .59Sensitivity analysis .60Interest Rate Risk .60Concentration of Credit Risk .61Liquidity Risk .61Market Risk .61ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES .61ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES .62ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS .62ITEM 15 - CONTROLS AND PROCEDURES .62ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT .63ITEM 16B - CODE OF ETHICS .63ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES .63ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.64ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.64ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT .64ITEM 16G - CORPORATE GOVERNANCE .65ITEM 16H - MINE SAFETY DISCLOSURE .65PART III .66ITEM 17 - FINANCIAL STATEMENTS .66ITEM 18 - FINANCIAL STATEMENTS .66ITEM 19 – EXHIBITS .665
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis Annual Report on Form 20-F ("Annual Report") and the exhibits attached hereto contain "forward-lookinginformation" and “forward-looking statements” within the meaning of the United States Private Securities LitigationReform Act of 1995 and applicable Canadian securities legislation that involve risks and uncertainties relating, but notlimited to, the Company’s current expectations, intentions, plans, and beliefs. Forward-looking information can oftenbe 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 futureoutcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events orperformance. Examples of forward-looking information in this Annual Report include: our reserve calculations withunderlying assumptions, production guidance, estimates of future/targeted production rates, planned mill capacityincreases, estimates of future metallurgical recovery rates and the ability to maintain high metallurgical recovery rates,Caledonia Mining Corporation Plc’s (“Caledonia” or “Company”) plans and timing regarding further exploration,drilling and development, the prospective nature of exploration and development targets, the ability to upgrade andconvert mineral reserves, capital costs, our intentions with respect to financial position and third party financing andfuture dividend payments. This forward-looking information is based, in part, on assumptions and factors that maychange or prove to be incorrect, thus causing actual results, performance or achievements to be materially differentfrom those expressed or implied by forward-looking information. Such factors and assumptions include, but are notlimited to: failure to establish estimated reserves, the grade and recovery of ore which is mined varying fromestimates, 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 testwork, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtainrequired governmental, environmental or other project approvals, changes in government regulations, legislation andrates of taxation, inflation, changes in exchange rates and the availability of foreign exchange, fluctuations incommodity prices, delays in the development of projects and other factors.Shareholders, potential shareholders and other prospective investors should be aware that these statements are subjectto known and unknown risks, uncertainties and other factors that could cause actual results to differ materially fromthose suggested by the forward-looking statements. Such factors include, but are not limited to: risks relating toestimates of mineral reserves proving to be inaccurate, fluctuations in gold price, risks and hazards associated with thebusiness of mineral exploration, development and mining (including environmental hazards, industrial accidents,unusual or unexpected geological or structural formations, pressures, power outages, explosions, landslides, cave-insand flooding), risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties withwhom the Company does business; inadequate insurance, or inability to obtain insurance, to cover these risks andhazards, employee relations; relationships with and claims by local communities and indigenous populations; politicalrisk; availability and increasing costs associated with mining inputs and labor; the speculative nature of mineralexploration 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 ofcurrent exploration activities, changes to conclusions of economic evaluations, and changes in project parameters todeal with un-anticipated 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, increasedcompetition in the mining industry for properties, equipment, qualified personnel and their costs, risks relating to theuncertainty of timing of events including targeted production rate increase and currency fluctuations. Shareholders,potential shareholders and other prospective investors are cautioned not to place undue reliance on forward-lookinginformation. By its nature, forward-looking information involves numerous assumptions, inherent risks anduncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections andvarious future events will not occur. Caledonia reviews forward-looking information for the purposes of preparingeach annual report, however Caledonia undertakes no obligation to update publicly or otherwise revise any forwardlooking information whether as a result of new information, future events or other such factors which affect thisinformation, except as required by law. For the reasons set forth above, investors should not place undue relianceon forward-looking statements.STATUS AS AN EMERGING GROWTH COMPANYWe are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”) by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we maytake advantage of certain exemptions from various reporting requirements that are applicable to other publiccompanies that are not emerging growth companies. We will continue to qualify as an "emerging growth company"until the earliest to occur of: (a) the last day of the fiscal year during which we had total annual gross revenues of6
US 1,070,000,000 (as such amount is indexed for inflation every 5 years by the United States Securities andExchange Commission (“SEC”)) or more; (b) the last day of our fiscal year following the fifth anniversary of the dateof the first sale of equity securities pursuant to an effective registration statement under the Securities Act; (c) the dateon which we have, during the previous 3-year period, issued more than US 1,000,000,000 in non-convertible debt; or(d) the date on which we are deemed to be a "large accelerated filer", as defined in Exchange Act Rule 12b-2. Weexpect to continue to be an emerging growth company for the foreseeable future.Generally, a registrant that registers any class of its securities under section 12 of the Exchange Act is required toinclude in the second and all subsequent annual reports filed by it under the Exchange Act a management report oninternal control over financial reporting and, subject to an exemption available to registrants that are neither an"accelerated filer" or a "larger accelerated filer" (as those terms are defined in Exchange Act Rule 12b-2), an auditorattestation report on management's assessment of internal control over financial reporting. However, for so long as wecontinue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditorattestation report on management’s assessment of internal controls over financial reporting in its annual reports filedunder the Exchange Act, even if we were to qualify as an "accelerated filer" or a "larger accelerated filer". In addition,Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) has been amended by the JOBSAct to provide that, among other things, auditors of an emerging growth company are exempt from any rules of thePublic Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’sreport in which the auditor would be required to provide additional information about the audit and the financialstatements of the company.SPECIAL NOTE REGARDING LINKS TO EXTERNAL WEBSITESLinks to external, or third-party websites, are provided solely for convenience. We take no responsibility whatsoeverfor any third-party information contained in such third-party websites, and we specifically disclaim adoption orincorporation by reference of such information into this report.NON-IFRS FINANCIAL INFORMATIONThis Annual Report contains financial statements of the Company prepared in accordance with International FinancialReporting Standards as issued by the International Accounting Standards Board (“IFRS”). In addition, this AnnualReport also contains non-IFRS financial measures (“Non-IFRS Measures”) including “on-mine cost per ounce”, “allin sustaining cost per ounce”, “all-in cost per ounce”, “average realized gold price” and “adjusted earnings per share”as we believe these are useful metrics for measuring our performance. However, these Non-IFRS Measures do nothave any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presentedby other publicly traded entities. These measures should be considered as supplemental in nature and not as asubstitute for related financial information prepared in accordance with IFRS.FOREIGN PRIVATE ISSUER FILINGSWe are considered a “foreign private issuer” pursuant to Rule 405 promulgated under the Securities Act of 1933, asamended (the “Securities Act”). In our capacity as a foreign private issuer, we are exempt from certain rules under theExchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations underSection 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from thereporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under theExchange Act with respect to their purchases and sales of our shares. Moreover, we are not required to file periodicreports and financial statements with the SEC as frequently or as promptly as United States companies whosesecurities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD,which restricts the selective disclosure of material information.For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F andfurnish our quarterly financial statements on Form 6-K to the SEC for so long as we are subject to the reportingrequirements of Section 13(g) or 15(d) of the Exchange Act. However, the information we file or furnish may not bethe same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S.domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for acompany that files as a domestic issuer.7
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We arerequired to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter.We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities areheld by United States residents and any of the following three circumstances applies: (1) the majority of our executiveofficers or directors are United States citizens or residents; (2) more than 50% of our assets are located in the UnitedStates; or (3) our business is administered principally in the United States. If we lose our “foreign private issuerstatus” we would be required to comply with Exchange Act reporting and other requirements applicable to U.S.domestic issuers, which are more detailed and extensive than the requirement for “foreign private issuers”.8
PART IITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNot Applicable.ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLENot Applicable.ITEM 3 - KEY INFORMATIONA.Selected Financial DataThe following tables present our selected consolidated financial data. You should read these tables in conjunction withour audited Consolidated Financial Statements and accompanying notes included in Item 18 of this Annual Report and“Operating and Financial Review and Prospects” included in Item 5 of this Annual Report.The selected consolidated financial information set forth below has been derived from our audited ConsolidatedFinancial Statements that are prepared in accordance with IFRS, which differ in certain respects from the principleswe would have followed had our Consolidated Financial Statements been prepared in accordance with U.S. GAAP.The selected consolidated financial information should be read in conjunction with our Consolidated FinancialStatements and related notes thereto. The selected consolidated financial information is presented in United StatesDollars (“USD” or “ ”), which is also the functional currency of the Company.Financial – All in USD’000’s unless indicated 261,99248,97753,313Gross ProfitNet Income /(Loss) – after tax from operationsNet Income /(Loss) – after tax from continuing it attributable to owners of the Company10,7669,3848,5264,7794,435Net cash and cash equivalent11,18712,75614,33510,88023,082Current Assets28,16827,91325,79223,56231,743Total Assets125,693110,05690,70972,83866,479Current Liabilities12,19815,6029,8328,3974,972Non-current Liabilities34,68725,24321,56014,08011,164Net Assets/Total equity78,80869,21159,31750,36150,343Total Capital Expenditures – Cash20,19221,63919,88516,5676,150Dividend per share – cents(1)27.427.424.52427Earnings per share – cents(1)9986.579.544.5429986.47944.542Diluted earnings per share – cents (1)9
Share InformationMarket Capitalization at December 31Shares Outstanding 892448513Options Outstanding (Thousands)(1)(1)(2)(3)B.All dividends per share, earnings per share, diluted earnings per share and option numbers are stated on the bases of the 1:5 ShareConsolidation on June 26, 2017.All amounts before January 1, 2015 have been restated to USD.Based on the NYSE American share price quoted in USD from July 27, 2017. Amounts before July 27, 2017 were based on the OTCQX shareprice quoted in USD.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Use
securities and exchange commission washington, d.c.20549 form 20-f annual report [ ] registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934 or [x] annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended december 31, 2018 or
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Consolidated financial statements of the BP group This page does not form part of BP's Annual Report on Form 20-F as filed with the SEC. 114 BP Annual Report and Form 20-F 2018 Independent auditor’s report on the Annual Report and Accounts to the members of BP
Annual Report 2020 compared to our 2019 Annual Report. The total carbon footprint for printing CIMB Annual Report 2020 was 11,588kgCO2e, compared to 14,987kgCO2e for our 2019 annual report. The carbon footprint for the 3 books of CIMB Annual Report 2020 is 14.485kgCO2e. We are committed to reducing the environmental impact of our annual report .
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