喀里多尼亚矿业(US) 2025年年度报告和过渡报告

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: 19,214,554(“Common shares” or “shares”) as of December 31, 2024 Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐Yes☒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☒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 suchshorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒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). ☒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☐Non-accelerated filer☐ 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 forcomplying 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsas issued by the International Accounting Standards☒ 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☒No EXPLANATORY NOTE Reference throughout this Annual Report on Form 20-F to“Caledonia,”“the Company,”“the Group,”“our,”“us”and“we”refer to Caledonia Mining Corporation Plc and its subsidiaries, unlessthe context otherwise requires. This Annual Report on Form 20-F for the fiscal year ended December 31, 2024 includes the following disclosure, for the reasons summarized below: (i)restated annual and interim financial statements for the annual and interim periods between January 1, 2019 and September 30, 2024;(ii)disclosure under Item 5 –Operating and Financial Review and Prospects amending previous disclosure under Item 5 of Form 20-F for each of the fiscal years ended December 31, 2019 –December 31, 2023; and(iii)disclosure with respect to the existence of a material weakness in internal controls over financial reporting and disclosure controls and procedures for each of the fiscal years endedDecember 31, 2019 –December 31, 2023. Restatement Background In preparation of the consolidated financial statements for the year ended December 31, 2024 (the “Consolidated Financial Statements”), an error was identified in the accounting interpretationrelated to the calculation of deferred tax liabilities at Blanket Mine (1983) Private Limited (“Blanket”). The non-cash restatement does not affect income tax calculations or submissions. In October 2018, the RTGS$ was introduced in Zimbabwe at 1:1 to the USD. The RTGS$ was deemed the only legal tender in Zimbabwe, and all liabilities held previously wer