UNITED STATES 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, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report …………………………………………… For the transition period from ……………………………… to ……………………………… Commission file number 001-38164 Caledonia Mining Corporation Plc (Exact name of Registrant as specified in its charter) Jersey, Channel Islands (Jurisdiction of incorporation or organization) Caledonia Mining Corporation Plc B006 Millais House, Castle Quay, St Helier, Jersey, JE2 3EF (Address of principal executive offices) Mark Learmonth, +44 1534 679 800, [email protected], B006 Millais House, Castle Quay, St Helier, Jersey Channel Islands, JE2 3EF. (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: Title of Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Shares, no par value CMCL NYSE American LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None 1 Indicate the number of outstanding shares of each of the issuer’s classes of capital or stock as of the closing of the period covered by the annual report: 10,763,041 (“Common shares” or “shares”) Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. [ ] Yes [X] No Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, and/or an emerging growth company. See definition of “large accelerated filer,” “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 transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ] † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. 2 Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP [ ] International Financial Reporting Standards as issued by the International Accounting Standards Board [X] Other [ ] If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow Item 17 [ ] Item 18 [ ] If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No 3 TABLE OF CONTENTS PART I 9 ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 9 ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE 9 ITEM 3 - KEY INFORMATION 9 A. Selected Financial Data 9 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 ITEM 4 - INFORMATION ON THE COMPANY 23 A. History and Development of the Company 23 B. Business Overview 25 C. Organizational Structure 27 D. Property, Plant and Equipment 28 ITEM 4A - UNRESOLVED STAFF COMMENTS 34 ITEM 5- OPERATING AND FINANCIAL REVIEW AND PROSPECTS 34 A. Operating Results 35 B. Liquidity and Capital Resources 41 C. Research and development, patents and licenses, etc 42 D. Trend Information 42 E. Off-Balance Sheet Arrangements 43 F. Tabular Disclosure of Contractual Obligations 43 ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 44 A. Directors and Senior Management 44 B. Compensation 48 C. Board Practices 49 D. Employees 50 E. Share Ownership 50 ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 51 A. Major Shareholders 51 B. Related Party Transactions 52 C. Interests of Experts and Counsel 52 ITEM 8 - FINANCIAL INFORMATION 52 A. Consolidated Statements and Other Financial Information 52 B. Significant Changes 52 ITEM 9 - THE OFFERING AND LISTING 53 A. Offering and Listing Details 53 B. Plan of Distribution 53 C. Markets 53 D. Selling Shareholders 53 E. Dilution 53 F. Expenses of the Issue 53 ITEM 10 - ADDITIONAL INFORMATION 53 A. Share Capital 53 B. Articles of Association 53 C. Material Contracts 59 D. Exchange Controls 60 E. Taxation 60 F. Dividends and Paying Agents 64 G. Statement by Experts 64 H. Documents on Display 64 I. Subsidiary Information 65 4 ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 65 A. Currency Risk 65 B. Sensitivity Analysis 65 C. Interest Rate Risk 66 D. Concentration of Credit Risk 67 E. Liquidity Risk 67 F. Market Risk – Gold Price 67 ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 67 PART II 68 ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES 68 ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 68 ITEM 15 - CONTROLS AND PROCEDURES 68 ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT 69 ITEM 16B - CODE OF ETHICS 69 ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES 70 ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 70 ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 70 ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 70 ITEM 16G - CORPORATE GOVERNANCE 71 ITEM 16H - MINE SAFETY DISCLOSURE 71 PART III 72 ITEM 17 - FINANCIAL STATEMENTS 72 SEE ITEM 18. 72 ITEM 18 - FINANCIAL STATEMENTS 72 ITEM 19 – EXHIBITS 72 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 20-F ("Annual Report") and the exhibits attached hereto contain "forward-looking information" and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation that involve risks and uncertainties relating, but not limited to, the Company’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 Annual Report include: our reserve calculations with underlying assumptions, production guidance, estimates of future/targeted production rates, planned mill capacity increases, 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 and convert mineral reserves, capital costs, our intentions with respect to financial position and third party financing and future dividend payments. 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 establish estimated 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, changes in government regulations, legislation and rates of taxation, inflation,