FORM 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Of the Securities Exchange Act of 1934

 

 

For the month of May 2018

 

Commission File Number: 001-38164

 

 

CALEDONIA MINING CORPORATION PLC

(Translation of registrant’s name into English)

 

 

3rd Floor, Weighbridge House
Weighbridge
St Helier, Jersey
JE2 3NF

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

 

Form 20-F       X      Form 40-F ______

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ______ No       X      

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ______

 

INCORPORATION BY REFERENCE

 

Exhibits 99.1 to 99.3 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. 333-224784 ), 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.

 

 

 

 

Caledonia Mining Corporation

(Registrant)

 

 

By:   /s/ Steve Curtis                                                        

Dated: May 18, 2018

Name: Steve Curtis

Title: CEO and Director

 

 

 

 

 

 

 

Exhibit Index

 

 

 

 

Exhibit Description
   
99.1 Notice
99.2 Letter from successor auditor
99.3 Letter from former auditor

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

CHANGE OF AUDITOR REPORTING PACKAGE

 

NOTICE OF CHANGE OF AUDITOR

 

Caledonia Mining Corporation Plc (“the Company”)

 

TO: KPMG Inc.(" KPMG ")

 

AND TO: Grant Thornton Johannesburg Partnership (" GT ")

 

NOTICE IS HEREBY GIVEN that the Audit Committee of the Board of Directors of the Company has conducted a review of the Company's audit requirements and, as a result of this review, the Audit Committee determined not to propose the reappointment of KPMG as the Company's auditor at the next annual general meeting of shareholders of the Company (the “ AGM ”), scheduled for June 27, 2018, and to propose GT as the Company’s auditor for the ensuing year. On May 8, 2018, the Board of Directors of the Company approved the recommendation of the Audit Committee described above and resolved that a resolution to appoint GT at the AGM be put to the Company’s shareholders.

 

The Company confirms that:

 

(a) no report of KPMG has expressed a modified opinion on the Company's financial statements relating to any period since January 1, 2016; and

 

(b) there are no "reportable events" as defined in National Instrument 51-102 Continuous Disclosure Obligations.

 

The Company requests KPMG and GT to:

 

(a) review this notice;

 

(b) prepare a letter, addressed to the Ontario and British Columbia Securities Commissions, stating for each statement in this notice whether you (i) agree, (ii) disagree, and the reasons why, or (iii) have no reason to agree or disagree; and

 

(c) deliver the letter to the Company as soon as possible and, in any event, within 7 days after the date of this notice.

 

Dated: May 11, 2018

 

Caledonia Mining Corporation Plc

 

By: /s/ J M Learmonth

 

Name: John Mark Learmonth

 

Chief Financial Officer

 

 

 

 

Registered Office: Caledonia Mining Corporation Plc

3 rd Floor, Weighbridge House, Weighbridge, St Helier, Jersey, Channel Islands, JE2 3NF

info@caledoniamining.com | | www.caledoniamining.com

 

Directors: Leigh Wilson (Chairman), Steve Curtis, Johan Holtzhausen,

John Kelly, Mark Learmonth, John McGloin

 

 

 

Exhibit 99.2

 

 

 

17 May 2018

 

Dear Sirs

 

Notice of change of auditor of Caledonia Mining Corporation Plc dated 11 May 2018

 

We have read the above referenced Notice and are in agreement with the statements contained in such Notice.

 

Yours faithfully

 

 

/s/ GRANT THORNTON

GRANT THORNTON

Registered Auditors

Practice Number: 903485E

 

J Barradas

Partner

Registered Auditor

Chartered Accountant (SA)

 

 

Exhibit 99.3

 

 

 

 

 

 

 

Ontario Securities Commission

 

British Columbia Securities Commission

 

May 16, 2018

 

Dear Sirs

 

 

 

Re: Notice of change of auditor of Caledonia Mining Corporation Plc dated May 11, 2018

 

 

 

We have read the above referenced Notice and are in agreement with the statements contained in such Notice.

 

Yours faithfully

 

 

/s/ Nick Van Niekerk

Per: Nick Van Niekerk

Chartered Accountant (SA)

Director