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 January 2016
 
Commission File Number: 000-13345
 
 
CALEDONIA MINING CORPORATION
(Translation of registrant's name into English)
 
 
Suite 1000
36 Toronto Street
Toronto, ON, M5C 2C5
Canada
(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- ______
 

 


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: January 12, 2016
Name: Steve Curtis
Title: CEO and Director
 

 
Exhibit
Description
 
 
Caledonia Mining Corporation: Long Term Incentive Awards
 




Exhibit 99.1
 
 


Caledonia Mining Corporation
(TSX: CAL, OTCQX: CALVF, AIM: CMCL)
Long Term Incentive Awards
January 12, 2016:  Caledonia Mining Corporation ("Caledonia" or the "Company") announces that the company's Compensation Committee (the "Committee") has granted long term incentives to Messrs. Curtis, Learmonth, Mangezi and Roets (the "Participants").  The awards are made pursuant to the approval of the Omnibus Equity Incentive Plan (the "Plan") by shareholders at the annual shareholder meeting held on May 14, 2015.
The Compensation Committee worked with external consultants to ensure that the Plan is consistent with international best practice in terms of structure and quantum.
LTIP Awards
The Long Term Incentive Plan ("LTIP") awards are made in the form of Restricted Share Units ("RSU's") and Performance Share Units ("PSU's"). Due to the Committee's wish to avoid equity dilution for shareholders, RSU's and PSU's will be settled in cash, reflecting the prevailing Caledonia share price at the maturity of the award.  No shares will be issued as a result of the LTIP awards.
The number of PSU's and RSU's awarded is equal to the monetary value of the award divided by the Fair Market Value of the Company's shares, being the greater of (i) the volume-weighted average trading price of Caledonia's shares on the Toronto Stock Exchange for the five days preceding the date of the award or (ii) the closing price on the TSX on the trading day immediately prior to the grant date, converted to the U.S. dollar equivalent based on the CAD/USD exchange rate for the 90 days immediately preceding the valuation date, i.e. 62 US cents.
Each RSU entitles the Participant to receive the cash equivalent of the Fair Market Value of one Caledonia common share on the maturity of the award.  20 per cent of the total value of the LTIP award for each participant in the plan is made up of RSU's.
The awards are intended to create a high degree of alignment between the remuneration of Caledonia's senior management team and the interests of shareholders. Accordingly, 80% of the award value for each Participant is made up of PSU's.  The final number of PSU's which vest on maturity of the award will be adjusted to reflect the actual performance of the Company in terms of three criteria: progress on the sinking of the Central Shaft; gold production and production costs. In the case of all three criteria, if actual performance is less than 70% of target, no PSU's will vest; if actual performance is greater than 70% of target, the number of vesting PSU's will be adjusted pro rata on a linear basis.  In the case of Central Shaft progress, adjustment will be to a maximum of 100% of target whereas adjustments with respect to gold production and costs will increase on a linear pro rata basis reflecting the extent to which actual performance exceeds target, subject to a maximum of 200% of the initial target.

The total annual LTIP award for Messrs. Learmonth, Mangezi and Roets is 20% of basic salary; the total annual LTIP award for Mr Curtis is 30% of his basic salary.
For Messrs. Curtis, Mangezi and Roets, an immediate award has been made covering the 3 years 2016 to 2018; further PSU awards relating to 2019 and 2020 will be made on the third and fourth anniversaries of the initial grants at which time new performance criteria will be established.  Mr Learmonth has received a one year award covering 2016 only; a further award relating to 2017 and 2018 will be made pending clarification of his residence status which depends on the outcome of the proposal to re-domicile Caledonia from Canada to Jersey, Chanel Islands and is subject to a shareholder vote.  Mr. Learmonth will also receive additional PSU awards relating to 2019 and 2020.  In all cases, RSUs and PSUs will vest on the third anniversary of the respective awards grant dates.
The LTIP awards by Participant are set out below
   
LTIP
Annual
Target %
   
5 Year
LTIP Grant
Value
   
Initial
Award
   
Grant
Value of
Initial
RSUs
   
Grant
Value of
Initial
PSUs
   
Grant
Value of
Tranche
4 PSUs
   
Grant
Value of
Tranche
5 PSUs
 
Curtis
Roets
Mangezi
   
30
20
20
%
%
%
 
$
$
$
650,000
425,000
350,000
   
$
$
$
390,000
255,000
210,000
   
$
$
$
78,000
51,000
42,000
   
$
$
$
 
312,000
204,000
168,000
   
$
$
$
130,000
85,000
70,000
   
$
$
$
130,000
85,000
70,000
 
Learmonth
   
20
%
   
n/a
 
 
$
85,000
   
$
17,000
   
$
68,000
     
n/a
 
   
n/a
 
All monetary amounts are in US$
 

All bonus payments, including those pursuant to LTIP's will be reported in the ordinary course of events in Caledonia's annual audited financial statements; the basis and quantum of LTIP awards will  be set out in Caledonia's 20-F filing which will be made on or before March 31, 2016.
Commenting on the introduction of the Plan, Leigh Wilson, Caledonia's Chairman said:
"Caledonia has set in place an objective and transparent incentivisation system for its senior management team which closely aligns the interests of shareholders and the performance of management.
"Management is now clearly incentivised to deliver on the core aspects of the Revised Investment Plan which we announced to the market in November 2014 – these core aspects being gold production, cost control and progress on sinking the Central Shaft."

For further information please contact:
Caledonia Mining Corporation
Mark Learmonth
Tel: +27 11 447 2499
marklearmonth@caledoniamining.com
WH Ireland
Adrian Hadden/Nick Prowting
Tel: +44 20 7220 1751
   
Blytheweigh
Tim Blythe/Camilla Horsfall/Megan Ray
Tel: +44 20 7138 3204
 
 


 
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