喀里多尼亚矿业 2026年年度报告和过渡报告

FORM20-F OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended December 31, 2025 OR OR Securities registered or to be registered pursuant to Section12(g)of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or stock as of the closing of the periodcovered by the annual report: 19,304,784 (“Common shares” or “shares”) as of December31, 2025 Table of Contents Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule405 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 toSection13 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 Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the Registrant was requiredto file such reports) and (2)has been subject to such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter 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/oran emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company”in Rule12b-2 of the Exchange Act: Accelerated filer☒Emerging growth company☐ 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 markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness 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 Section12(b)of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously 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 officers during 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 thisfiling: U.S. GAAP☐International Financial Reporting Standards as issued by theInternationalAccounting Standards☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow: Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act). ☐Yes☒No TABLE OF CONTENTS PART IITEM 4 - INFORMATION ON THE COMPANYA. History and Development of the CompanyB. Business OverviewC. Organizational StructureD. Property, Plant and Equipment and Exploration and evaluation assetsITEM 4A - UNRESOLVED STAFF COMMENTSITEM 5 – OPERATING AND FINANCIAL REVIEW AND PROSPECTUSA. Operating ResultsB. Liquidity and Capital ResourcesC. Research and development, patents and licenses, etc.D. Trend InformationE. Critical Accounting EstimatesITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. Directors and Senior ManagementB. CompensationC. Board PracticesD. EmployeesE. Share OwnershipF. Disclosure of Registrant’s Action to Recover Erroneously Awarded CompensationITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSA. Major ShareholdersB. Related Party TransactionsC. Interests of Experts and CounselITEM 8 - FINANCIAL INFORMATIONA. Consolidated Statements and Other Financial InformationB. Significant ChangesITEM 9 - THE OFFERING AND LISTINGA. Offering and Listing DetailsB. Plan of DistributionC. MarketsD. Selling ShareholdersE. DilutionF. Expenses of the IssueITEM 10 - ADDITIONAL INFORMATIONA. Sh