EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

Caledonia Mining Corporation Plc

 

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

 

To the Shareholders of Caledonia Mining Corporation Plc:

 

Management has prepared the information and representations in these consolidated financial statements. The consolidated financial statements of Caledonia Mining Corporation Plc (“Group”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and, where appropriate, these statements include some amounts that are based on best estimates and judgment. Management has determined such amounts on a reasonable basis in order to ensure that the consolidated financial statements are presented fairly, in all material respects.

 

Our independent auditor has the responsibility of auditing the consolidated financial statements and expressing an opinion on these financial statements.

 

The Management Discussion and Analysis (“MD&A”) also includes information regarding the impact of current transactions, sources of liquidity, capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected.

 

The Group maintains adequate systems of internal accounting and administrative controls, within reasonable cost. Such systems are designed to provide reasonable assurance that relevant and reliable financial information are produced.

 

Management is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICOFR”). Any system of internal controls over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

At December 31, 2017 management evaluated the effectiveness of the Group’s internal control over financial reporting and concluded that such internal control over financial reporting was effective based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission.

 

The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfils its responsibilities for financial reporting and internal control. The Audit Committee is composed of three independent directors. This Committee meets periodically with management and the external auditor to review accounting, auditing, internal control and financial reporting matters.

 

The consolidated financial statements have been audited by the Group’s independent auditor, KPMG Inc., in accordance with Canadian generally accepted auditing standards. The independent auditor’s report outlines the scope of their examination and their opinion on the consolidated financial statements.

 

The consolidated financial statements for the year ended December 31, 2017 were approved by the Board of Directors and signed on its behalf on March 21, 2018.

 

(Signed) S. R. Curtis  (Signed) J.M. Learmonth
    
Chief Executive Officer  Chief Financial Officer

 

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Caledonia Mining Corporation Plc

INDEPENDENT AUDITOR'S REPORT

 

 

To the shareholders of Caledonia Mining Corporation Plc

 

We have audited the accompanying consolidated financial statements of Caledonia Mining Corporation Plc, which comprise the consolidated statements of financial position as at December 31, 2017 and 2016, the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.

 

Management's responsibility for the consolidated financial statements

 

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor's responsibility

 

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

 

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Caledonia Mining Corporation Plc as at December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for each of the years then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

 

 

KPMG Inc.

Chartered Accountants

 

85 Empire road

Parktown

Johannesburg

South Africa

March 21, 2018

 

 2 

Caledonia Mining Corporation Plc

Consolidated statements of profit or loss and other comprehensive income

(In thousands of United States Dollars, unless indicated otherwise)
For the years endedDecember 31  Notes  2017   2016 
            
Revenue      69,762    61,992 
Less: Royalties      (3,498)   (2,923)
Production costs  8   (36,180)   (32,086)
Depreciation  15   (3,763)   (3,491)
Gross profit      26,321    23,492 
Other income  9   2,594    1,330 
Other expenses  10   (195)   (55)
Administrative expenses  12   (5,911)   (7,263)
Equity-settled share-based expense  23.1   (835)   (170)
Cash-settled share-based expense  23.2   (976)   (618)
Sale of Blanket Mine treasury bills  11   -    3,202 
Net foreign exchange loss      (380)   (505)
Loss on settlement of hedge      -    (435)
Operating profit      20,618    18,978 
Finance income  13   38    16 
Finance cost  13   (69)   (192)
Profit before tax      20,587    18,802 
Tax expense  14   (8,691)   (7,717)
Profit for the year      11,896    11,085 
Other comprehensive income             
Items that are or may be reclassified to profit or loss             
Foreign currency translation differences of foreign operations      373    262 
Total comprehensive income for the year      12,269    11,347 
              
Profit attributable to:             
Owners of the Company      9,384    8,526 
Non-controlling interests      2,512    2,559 
Profit for the year      11,896    11,085 
Total comprehensive income attributable to:             
Owners of the Company      9,757    8,788 
Non-controlling interests      2,512    2,559 
Total comprehensive income for the year      12,269    11,347 
              
Earnings per share             
Basic earnings -per share ($)  21   0.86    0.79 
Diluted earnings - per share ($)  21   0.86    0.79 

 

The accompanying notes on page 7 to 58 are an integral part of these consolidated financial statements.

 

Signed on behalf of the Board: “S.R. Curtis”- Chief Executive Officer and “J.M. Learmonth”- Chief Financial Officer.

 

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Caledonia Mining Corporation Plc

Consolidated statements of financial position

(In thousands of United States Dollars, unless indicated otherwise)

 

   Notes        
As at 31December     2017   2016 
Assets           
Property, plant and equipment  15   82,078    64,873 
Deferred tax asset  14   65    44 
Total non-current assets      82,143    64,917 
              
Inventories  16   9,175    7,222 
Prepayments      709    810 
Trade and other receivables  17   4,962    3,425 
Cash and cash equivalents  18   13,067    14,335 
Total current assets      27,913    25,792 
Total assets      110,056    90,709 
              
Equity and liabilities             
Share capital  19   55,102    55,002 
Reserves  20   143,452    142,374 
Retained loss      (135,287)   (141,767)
Equity attributable to shareholders      63,267    55,609 
Non-controlling interests  33   5,944    3,708 
Total equity      69,211    59,317 
              
Liabilities             
Provisions  22   3,797    3,456 
Deferred tax liability  14   19,620    15,909 
Long-term portion of term loan facility  24   -    1,577 
Cash-settled share-based payments  23.2   1,826    618 
Total non-current liabilities      25,243    21,560 
              
Short-term portion of term loan facility  24   1,486    1,410 
Trade and other payables  25   12,660    8,077 
Income tax payable  14   1,145    345 
Overdraft  18   311    - 
Total current liabilities      15,602    9,832 
Total liabilities      40,845    31,392 
Total equity and liabilities      110,056    90,709 

 

The accompanying notes on page 7 to 58 are an integral part of these consolidated financial statements.

 

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Caledonia Mining Corporation Plc

Consolidated statements of changes in equity

(In thousands of United States Dollars, unless indicated otherwise)

 

   Share capital   Foreign Currency Translation Reserve   Contributed Surplus   Equity- settled Share- based payment reserve   Retained Loss   Equity attributable to shareholders   Non- controlling interests (“NCI”)   Total Equity 
Balance at January 1, 2016   54,569    (6,520)   132,591    15,871    (147,654)   48,857    1,504    50,361 
Transactions with owners:                                        
Equity settled share-based expense transactions   -    -    -    170    -    170    -    170 
Shares issued – Option exercises (note 23.1)   433    -    -    -    -    433    -    433 
Dividends paid   -    -    -    -    (2,639)   (2,639)   (355)   (2,994)
Total comprehensive income:                                        
Profit for the year   -    -    -    -    8,526    8,526    2,559    11,085 
Other comprehensive income for the year   -    262    -    -    -    262    -    262 
Balance at December 31, 2016   55,002    (6,258)   132,591    16,041    (141,767)   55,609    3,708    59,317 
Transactions with owners:                                        
Equity-settled share-based expense transactions   -    -    -    705    -    705    130    835 
Shares issued – Option exercises (note 23.1)   246    -    -    -    -    246    -    246 
Shares repurchased (note 19)   (146)   -    -    -    -    (146)   -    (146)
Dividends paid   -    -    -    -    (2,904)   (2,904)   (406)   (3,310)
Total comprehensive income:                                        
Profit for the year   -    -    -    -    9,384    9,384    2,512    11,896 
Other comprehensive income for the year   -    373    -    -    -    373    -    373 
Balance at December 31, 2017   55,102    (5,885)   132,591    16,746    (135,287)   63,267    5,944    69,211 
Notes   19    20    20    23.1              33      

 

 

The accompanying notes on page 7 to 58 are an integral part of these consolidated financial statements.

 

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Caledonia Mining Corporation Plc

Consolidated Statements of cash flows

For the years ended  December 31

(In thousands of United States Dollars, unless indicated otherwise)

 

   Note   2017   2016 
             
Cash flows from operating activities   26    28,885    25,671 
Interest received        38    16 
Interest paid        (199)   (210)
Tax paid   14    (4,212)   (2,466)
Net cash from operating activities        24,512    23,011 
                
Cash flows from investing activities               
Acquisition of property, plant and equipment        (21,639)   (19,885)
Proceeds from sale of property, plant and equipment        -    3 
Net cash used in investing activities        (21,639)   (19,882)
                
Cash flows from financing activities               
Dividends paid        (3,310)   (2,994)
Term loan repayments        (1,500)   - 
Term loan proceeds        -    3,000 
Term loan transaction costs        -    (73)
Proceeds from issue of share capital        246    433 
Share repurchase cost        (146)   - 
Net cash (used in)/from financing activities        (4,710)   366 
                
Net (decrease)/increase in cash and cash equivalents        (1,837)   3,495 
Effect of exchange rate fluctuation on cash held        258    (40)
Cash and cash equivalents at beginning of year        14,335    10,880 
Net cash and cash equivalents at year end   18    12,756    14,335 

 

The accompanying notes on page 7 to 58 are an integral part of these consolidated financial statements.

 

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Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

1Reporting entity

 

Caledonia Mining Corporation Plc (the “Company”) is a company domiciled in Jersey, Channel Islands. The address of the Company’s registered office is 3rd Floor, Weighbridge House, St Helier, Jersey, Channel Islands. These consolidated financial statements of the Group as at and for the years ended December 31, 2017 and December 31, 2016 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”). The Group is primarily involved in the operation of a gold mine and the exploration and development of mineral properties for precious metals.

 

Caledonia’s shares are listed on the NYSE American stock exchange (symbol - “CMCL”) and on the Toronto Stock Exchange (symbol - “CAL”). Depositary interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc (symbol - “CMCL”).

 

2Basis for preparation

 

(i) Statement of compliance

 

The consolidated financial statements have been prepared on a going concern basis, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

The consolidated financial statements were authorised for issue by the Board of Directors on March 21, 2018.

 

(ii) Basis of measurement

 

The consolidated financial statements have been prepared on the historical cost basis except for:

 

·equity-settled share-based payment arrangements measured at fair value on grant date;

 

·cash-settled share-based payment arrangement measured at fair value on the grant and re-measurement dates; and

 

·derivative financial instruments measured at fair value.

 

(iii) Functional currency

 

These consolidated financial statements are presented in United States dollars (“$”), which is also the functional currency of the Company. All financial information presented in United States dollars have been rounded to the nearest thousand, unless indicated otherwise.

 

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Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

3Use of accounting assumptions, estimates and judgements

 

In preparing these consolidated financial statements, management has made accounting assumptions, estimates and judgements that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognised prospectively.

 

(a)Assumptions and estimation uncertainties

 

i)Depreciation of Property, plant and equipment

 

Depreciation on mine development, infrastructure and other assets in the production phase is computed on the units-of-production method over the life-of-mine based on the estimated quantities of reserves (proven and probable) and resources (measured, indicated and inferred), which are planned to be extracted in the future from known mineral deposits. Where items have a shorter useful life than the life-of-mine, the mine development, infrastructure and other assets are depreciated over their useful life. Confidence in the existence, commercial viability and economical recovery of reserves and resources included in the life-of-mine may be based on historical experience and available geological information. This is in addition to the drilling results obtained by the Group and management’s knowledge of the geological setting of the surrounding areas, which would enable simulations and extrapolations to be done with a sufficient degree of accuracy. In instances where management is able to demonstrate the economic recovery of resources with a high level of confidence, such additional resources, are included in the calculation of depreciation.

 

Other items of property, plant and equipment are depreciated as described in note 4(e)(iv) Useful lives.

 

(ii) Mineral reserves and resources

 

Mineral reserves and resources are estimates of the amount of product that can be economically and legally extracted. In order to calculate the reserves and resources, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity prices and exchange rates. Estimating the quantity and grade of mineral reserves and resources requires the size, shape and depth of orebodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological assumptions and calculations to interpret the data. Estimates of mineral reserves and resources may change due to the change in economic assumptions used to estimate mineral reserves and resources and due to additional geological data becoming available during the course of operations.

 

The Group estimates its reserves (proven and probable) and resources (measured, indicated and inferred) based on information compiled by a Qualified Person in terms of the Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) relating to geological and technical data of the size, depth,

 

 8 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

3Use of accounting assumptions, estimates and judgements (continued)
(a)Assumptions and estimation uncertainties (continued)
(ii)Mineral reserves and resources (continued)

 

shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires geological and engineering assumptions to interpret the data. These assumptions include:

 

·correlation between drill-holes intersections where multiple reefs are intersected;

·continuity of mineralization between drill-hole intersections within recognized reefs; and

·appropriateness of the planned mining methods.

 

The Group estimates and reports reserves and resources in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards for Mineral Resources and Mineral Reserves. Complying with the CIM code, NI 43-101 requires the use of reasonable assumptions to calculate the recoverable resources. These assumptions include:

 

·the gold price based on current market price and the Group’s assessment of future prices;
·estimated future on-mine costs, sustaining and non-sustaining capital expenditures;
·future non-sustaining capital investment;
·cut-off grade;
·dimensions and extent, determined both from drilling and mine development, of ore bodies; and
·planned future production from measured, indicated and inferred resources.

 

Changes in reported reserves and resources may affect the Group’s financial results and position in a number of ways, including the following:

 

·asset carrying values may be affected due to changes in the estimated cash flows;
·depreciation and amortisation charges to profit or loss may change as these are calculated on the unit-of-production method or where useful lives of an asset change; and
·decommissioning, site restoration and environmental provisions may change in ore reserves and resources which may affect expectations about the timing or cost of these activities.

 

iii)Blanket mine’s indigenisation transaction

 

The initial indigenisation transaction and modifications to the indigenisation transaction of the Blanket Mine (1983) (Private) Limited (“Blanket Mine”) required management to make significant assumptions and estimates which are explained in Note 5.

 

 9 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

3.Use of accounting assumptions, estimates and judgements (continued)
(a)Assumptions and estimation uncertainties (continued)
iv)Site restoration provisions

 

The site restoration provision has been calculated for the Blanket Mine based on an independent analysis of the rehabilitation costs as performed in 2015 and a further internal assessment for additional areas of disturbance in 2016 and 2017. The restorations provision for Eersteling Gold Mining Company Limited was estimated based on an internal management assessment. Assumptions and estimates are made when determining the inflationary effect on current restoration costs and the discount rate to be applied in arriving at the present value of the provision where the time value of money effect is significant. Assumptions, based on the current economic environment, have been made that management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation. The final cost of the currently recognized site rehabilitation provisions may be higher or lower than currently provided for (Refer to note 22).

 

v)Exploration and evaluation (“E&E”) assets

 

The Group also makes assumptions and estimates regarding the possible impairment of E&E assets by evaluating whether it is likely that future economic benefits will flow to the Group, which may be based on assumptions about future events or circumstances. Assumptions and estimates made may change if new information becomes available. If information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available. The recoverability of the carrying amount of exploration and evaluation assets depends on the availability of sufficient funding to bring the properties into commercial production, the price of the products to be recovered and the undertaking of profitable mining operations. As a result of these uncertainties, the actual amount recovered may vary significantly from the carrying amount.

 

vi)Income taxes

 

Significant assumptions and estimates are required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities. In addition, the Group makes assumptions and estimates in recognising deferred tax assets relating to tax losses carried forward to the extent that there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses may be utilized or sufficient estimated taxable income against which the losses can be utilized.

 

 10 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

3Use of accounting assumptions, estimates and judgements (continued)
(a)Assumptions and estimation uncertainties (continued)
vii)Share-based payment transactions

 

Equity-settled share-based payment arrangements

 

The Group measures the cost of equity-settled share-based payment transactions with employees, directors and Blanket’s indigenous shareholders (refer notes 5 and 23.1) by reference to the fair value of the equity instruments on the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the appropriate valuation model and considering the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield. Additional information about significant assumptions and estimates for estimating fair value for share-based payment transactions are disclosed in note 23.1.

 

Option pricing models require the input of assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models may not necessarily provide a reliable single measure of the fair value of the Group’s share options.

 

Cash-settled share-based payment arrangements

 

The fair value of the amount payable to employees in respect of share-based awards which will be settled in cash is recognised as an expense with a corresponding increase in liabilities over the period over which the employee becomes unconditionally entitled to payment. The liability is re-measured at each reporting date. Any changes in the fair value of the liability are recognised as an expense in profit or loss.

 

Additional information about significant assumptions and estimates used to determine the fair value of cash settled share-based payment transactions are disclosed in note 23.2.

 

viii)Impairment

 

At each reporting date, the Group determines if impairment indicators exist, and if present, performs an impairment review of the non-financial assets held in the Group. The exercise is subject to various assumptions and estimates. Financial assets are also reviewed regularly for impairment.

 

3(b)Judgements

 

Judgement is required when assessing whether an entity is controlled by the group or not. Controlled entities are consolidated. Further information is given in notes 4(a) and 5.

 

4Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

 

 11 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(a)Basis of consolidation

 

i)Subsidiaries and structured entities

 

Subsidiaries and certain structured entities are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variability in returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

 

ii)Loss of control

 

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related Non-controlling interests (“NCI”) and other components of equity. Any gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

 

iii)Non-controlling interests

 

NCI are measured at their proportionate share of the carrying amounts of the acquiree’s identifiable net assets at fair value at the acquisition date. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

 

iv)Transactions eliminated on consolidation

 

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

(b)Foreign currency

 

i)Foreign operations

 

As stated in note 2(iii) the presentation currency of the Group is the United States Dollar. The functional currency of the Company and all its subsidiaries is the United States Dollar except for the South African subsidiaries that use the South African Rand (“ZAR”) as functional currency. Subsidiary financial statements have been translated to the presentation currency as follows:

 

·assets and liabilities are translated using the exchange rate at period end; and
·income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions.

 

 12 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(b)Foreign currency (continued)
i)Foreign operations (continued)

 

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from the item are considered to form part of the net investment in a foreign operation and are recognized in Other Comprehensive Income (“OCI”). If settlement is planned or likely in the foreseeable future, foreign exchange gains and losses are included in profit or loss. When settlement occurs, settlement will not be regarded as a partial disposal and accordingly the foreign exchange gain or loss previously recognised in OCI is not reclassified to profit or loss/reallocated to NCI.

 

When the Group disposes of its entire interest in a foreign operation, or loses control over a foreign operation, the foreign currency gains or losses accumulated in OCI related to the foreign operation are reclassified to profit or loss. If the Group disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in OCI related to the subsidiary are reattributed between controlling and non-controlling interests.

 

All resulting translation differences are reported in OCI and accumulated in the foreign currency translation reserve.

 

ii)Foreign currency translation

 

In preparing the financial statements of the Group entities, transactions in currencies other than the functional currency (foreign currencies) of these Group entities are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities are translated using the current foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are included in profit or loss for the year.

 

 13 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(c)Financial instruments
i)Non-derivative financial assets

The Group initially recognises loans and receivables on the date that which they originate. All other financial assets are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

 

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows from the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

 

The Group has the following non-derivative financial assets: trade and other receivables that includes cash and cash equivalents.

 

Loans and receivables

 

Loans and receivables include trade and other receivables and cash and cash equivalents.

 

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. The impairment loss on receivables is based on a review of all outstanding amounts at year end. Bad debts are written off during the year in which they are identified. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank overdrafts are repayable on demand and form an integral part of the Group’s cash management process. The bank overdraft is included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

 

 

 

 14 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(c)Financial instruments (continued)
ii)Non-derivative financial liabilities

 

Financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

 

Non-derivative financial liabilities consist of bank overdrafts, loans and borrowings and trade and other payables.

 

Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.

 

iii)Derivative financial instruments

 

During 2016 the Group held derivative financial instruments to hedge its gold price exposure. Derivatives are recognised initially at fair value, attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value. The Group does not hold derivatives that are classified as cash flow hedges, embedded derivatives or hedges that qualify as highly effective. Therefore, all changes in the fair value of derivative instruments are accounted for in profit or loss.

 

iv)Offsetting

 

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

(d)Share capital

 

Share capital is classified as equity. Incremental costs directly attributable to the issue, consolidation and repurchase of fractional items of shares and share options are recognised as a deduction from equity, net of any tax effects.

 

 15 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(e)Property, plant and equipment
i)Recognition and measurement

 

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and borrowing costs on qualifying assets. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss.

 

ii)Exploration and evaluation assets

 

Exploration costs are capitalised as incurred, unless the exploration costs are related to speculative drilling on unestablished orebodies, general administrative or overhead costs associated with exploration drilling. The costs related to speculative drilling on unestablished orebodies, general administrative or overhead costs are expensed as incurred. Exploration and evaluation costs capitalised are disclosed under property, plant and equipment. Direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors, direct administrative costs and depreciation on plant and equipment during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year in which they occur.

 

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and moved to the mine development, infrastructure and other asset category within Property, plant and equipment. Capitalised direct costs related to the acquisition, exploration and development of mineral properties remain capitalized until the properties to which they relate are ready for their intended use, sold, abandoned or management has determined there to be impairment. Exploration and evaluation assets are tested for impairment before the assets are transferred to mine development, infrastructure and other assets.

 

iii)Subsequent costs

 

The cost of replacing a part of an item of Property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

 

 16 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(e)Property, plant and equipment (continued)
iv)Depreciation

 

Depreciation is calculated to write off the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. On commencement of commercial production, depreciation of mine development, infrastructure and other assets is calculated on the unit-of-production method using the estimated measured, indicated and inferred resources which are planned to be extracted in terms of Blanket’s life-of-mine plan (“LoMP”). Resources that are not included in the LoMP are not included in the calculation of depreciation.

 

For other categories, depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

 

Inferred resources are included in the LoMP to the extent that there is a successful history of upgrading inferred resources. Blanket reports its resources inclusive of reserves. As a result, resources included in the LoMP and hence in the calculation of depreciation include material from measured, indicated and inferred resource classes as detailed below under the following types of resources:

 

·Measured resources – all proven reserve blocks plus 50% of the remnant pillar blocks.
·Indicated resources – all probable reserves plus indicated resources which occur within the mine extent as defined by the LoMP infrastructure.
·Inferred resources – inferred resources (discounted by approximately 30%) that are well defined in terms of geometry (position, width, extent) falling within the planned infrastructure as per the LoMP.

 

In addition, inferred resources are included in the LoMP if it is expected that the inferred resources can be economically recovered in the future. Economic recovery is expected if a history can be proven that the recovered grade of the inferred resources exceeded the pay limit grade and when this trend can be expected in the future. Refer to note 15 for the evaluation of the pay limit.

 

Land is not depreciated.

 

The calculation of the units of production rate could be affected to the extent that actual production in the future is different from the current forecast production based on reserves and resources. This would generally result from the extent to which there are significant changes in any of the factors or assumptions used in estimating mineral reserves and resources.

 

These factors include:

·changes in mineral reserves and resources;
·differences between actual commodity prices ad commodity price assumptions;

·unforeseen operational issues at mine sites; and

·changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates.

 

 17 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(e)Property, plant and equipment (continued)
iv)Depreciation (continued)

 

Useful lives

 

The estimated useful lives for the current and comparative periods are as follows:

·buildings 10 to 15 years (2016: 10 to 15 years);
·plant and equipment 10 years (2016: 10 years);

·fixtures and fittings including computers 4 to 10 years (2016: 4 to 10 years);

·motor vehicles 4 years (2016: 4 years); and

·mine development, infrastructure and other assets in production, units-of-production method.

 

Depreciation methods, useful lives and residual values are reviewed each financial year and adjusted if appropriate. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

 

(f)Inventories

 

Consumable stores are measured at the lower of cost and net realisable value. The cost of consumable stores is based on the weighted average cost principle, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Gold in process is measured at the lower of cost and net realisable value. The cost of gold in process includes an appropriate share of production overheads based on normal operating capacity and is valued on the weighted average cost principle. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

 

(g)Impairment

 

i)Non-derivative financial assets (including receivables)

 

A financial asset not classified as fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A non-derivative financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, the absence or disappearance of an active market for a bond or other security. The Group considers evidence of impairment for receivables at both the specific asset and collective level. All individually significant receivables are assessed for specific impairment. All individually significant receivables found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Receivables that are not individually significant are collectively assessed for impairment by grouping together receivables with similar risk characteristics. An impairment loss in respect of a non-derivative financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate.

 

 18 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(g)Impairment (continued)
i)Non-derivative financial assets (including receivables) (continued)

Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

 

ii)Non-financial assets

 

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”).

 

The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a CGU to which a corporate asset is allocated may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

 

An impairment loss is recognised if the carrying amount of a CGU exceeds its estimated recoverable amount. Impairment losses recognised in respect of CGUs are allocated to reduce the carrying amount of assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been an indication of reversal and a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

iii)Impairment of exploration and evaluation (“E&E”) assets

 

The test for impairment of E&E assets, included in Mineral properties not depreciated, can combine several CGUs as long as the combination is not larger than a segment. The definition of a CGU does, however, change once development activities have begun. There are specific impairment triggers for E&E assets. Despite certain relief in respect of impairment triggers and the level of aggregation, the impairment standard is applied in measuring the impairment of E&E assets. Reversals of impairment losses are required in the event that the circumstances that resulted in impairment have changed.

 

 19 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(g)Impairment
iii)Impairment of exploration and evaluation (“E&E”) assets (continued)

E&E assets are only assessed for impairment when facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount. Indicators of impairment include the following:

 

·The entity's right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed.

·Substantive expenditure on further E&E activities in the specific area is neither budgeted nor planned.

·The entity has not discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided to discontinue such activities in the specific area.

·Even if development is likely to proceed, the entity has sufficient data indicating that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale.

 

(h)Employee benefits

i)Short-term employee benefits

 

Short-term employee benefits are expensed when the related services are provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

ii)Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

 

(I)Share-based payment transactions

 

i)Equity-settled share-based payments to employees and directors

The grant date fair value of equity-settled share-based payment awards granted to employees and directors is recognised as an expense, with a corresponding increase in equity, over the vesting period of the award. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market vesting conditions at the vesting date.

 

Where the terms and conditions of equity-settled share-based payments are modified, the increase in the fair value, measured immediately before and after the modification date, is charged to profit or loss over the

 

 20 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(I)Share-based payment transactions (continued)
i)Equity-settled share-based payments to employees and directors

 

remaining vesting period or immediately for vested awards. Similarly where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss. Additional information about significant judgements, estimates and the assumptions used in the quantifying of the equity-settled share-based payment transactions and modification are disclosed in note 23.1.

 

ii)Cash-settled share-based payments to employees and directors

 

The grant date fair value of cash-settled awards granted to employees and directors is recognised as an expense, with a corresponding increase in the liability, over the vesting period of the awards. At each reporting date the fair value of the awards are re-measured with a corresponding adjustment to profit or loss. The method of calculating the fair value of the cash-settled share-based payments changed during quarter 1 of 2017 from the intrinsic valuation method to the Black-Scholes method. The Black-Scholes method includes the effect of share volatility in calculating the fair value of the share-based payment awards. The change was applied prospectively and did not have a significant effect on the liability value. Additional information about significant judgements, estimates and the assumptions used to estimate the fair value of cash-settled share-based payment transactions are disclosed in note 23.2.

 

(j)Provisions

 

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability if the time value of money is considered significant. The unwinding of the discount is recognised as finance cost.

 

(k)Site restoration

 

The Group recognises liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of these assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to mineral properties along with a corresponding increase in the rehabilitation provision in the period incurred. Future rehabilitation costs are discounted using a pre-tax risk free rate that reflects the time-value of money. The Group’s estimates of rehabilitation costs, which are reviewed annually, could change as a result of changes in regulatory requirements, discount rates, effects of inflation and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mineral properties with a corresponding entry to the rehabilitation provision. Changes resulting from an increased footprint due to gold production are charged to profit or loss for the year. The cost of on-going current programs to prevent and control pollution is charged against profit or loss as incurred.

 

 21 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(l)Revenue

Revenue from the sale of precious metals is recognized when the metal is accepted at the refinery, risk and benefits of ownership are transferred and when the receipt of proceeds are substantially assured. Revenue is measured at the fair value of the receivable at the date of the transaction.

 

(m)Government grants

 

The Company recognises an unconditional government grant related to gold proceeds in profit or loss as other income when the grant becomes receivable. Government grants are initially recognised as deferred income at fair value if there is reasonable assurance that they will be received.

 

(n)Finance income and finance costs

 

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance costs comprise interest expense on the rehabilitation provisions, interest on bank overdraft balances, effective interest on loans and borrowings and also include commitment costs on overdraft facilities. Finance costs is recognised in profit or loss using the effective interest rate method and excludes borrowing costs capitalised.

 

(o)Income tax

 

Tax expense comprises current and deferred tax. Current tax and deferred tax expense are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

 

(p)Current tax

 

Current tax is the tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date. Current tax also includes withholding tax on management fees and dividends paid between companies within the Group.

 

 22 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

4Significant accounting policies (continued)
(q)Deferred tax

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

(r)Earnings per share

 

The Group presents basic and diluted earnings per share (“EPS”) data for its shares. Basic EPS is calculated by dividing the adjusted profit or loss attributable to shareholders of the Group (see note 21) by the weighted average number of shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding, adjusted for own shares held, for the effects of all dilutive potential shares, which comprise share options granted to employees and directors as well as any dilution in Group earnings originating from dilutive partially recognised non-controlling interests at a subsidiary level.

 

(s)Borrowing cost

 

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

 

Other borrowing costs are expensed in the period in which they are incurred and recognised as finance costs.

 

 23 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

(t)The following standards, amendments to standards and interpretations to existing standards may possibly have an impact on the Group:

 

Standard/Interpretation

 

 

Effective date and expected adoption date*
IFRS 15

In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers” (“IFRS 15”). IFRS 15 replaces IAS 11 “Construction Contracts”, IAS 18 “Revenue”, IFRIC 13 “Customer Loyalty Programmes”, IFRIC 15 “Agreements for the Construction of Real Estate”, IFRIC 18 “Transfer of Assets from Customers” and SIC 31 “Revenue – Barter Transactions Involving Advertising Services”, and is effective for annual periods beginning on or after January 1, 2018.

 

The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The Group will adopt IFRS 15 for the annual period beginning January 1, 2018 using the modified retrospective approach.

 

The Group has completed its assessment of the impact of IFRS 15 and concluded that the new standard will have no impact on the consolidated financial statements.

January 1, 2018
IFRS 9

In July 2014, the IASB issued the final version of IFRS 9 “Financial Instruments” (“IFRS 9”), which replaces IAS 39 “Financial Instruments: Recognition and Measurement” (“IAS 39”). IFRS 9 is effective for annual periods beginning on or after January 1, 2018. The Group will adopt IFRS 9 for the annual period beginning January 1, 2018 on a retrospective basis, using certain available transitional provisions.

 

IFRS 9 provides a revised model for classification and measurement of financial assets, including a new “expected credit loss” (ECL) impairment model. The revised model for classifying financial assets results in classification according to their contractual cash flow characteristics and the business models under which they are held. IFRS 9 introduces a reformed approach to hedge accounting. IFRS 9 also largely retains the existing requirements in IAS 39 for the classification of financial liabilities.

 

The Group has performed a preliminary assessment and expects no material result on the Group’s financial statements.

January 1, 2018

 

 24 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

Standard/Interpretation

 

 

Effective date and expected adoption date*
IFRS 16

In January 2016, the IASB issued IFRS 16 “Leases” (“IFRS 16”), which replaces IAS 17 “Leases”. The standard is effective for annual periods beginning on or after January 1, 2019, and permits early adoption, provided IFRS 15 has been applied, or is applied at the same date as IFRS 16.

 

IFRS 16 requires lessees to recognize assets and liabilities for most leases on its balance sheet, as well as corresponding depreciation and interest expense.

 

The Group will adopt IFRS 16 for the annual period beginning January 1, 2019. The Group has performed a preliminary assessment and expects no significant effect on the results.

January 1, 2019
IFRIC 22

In December 2016, the IASB issued IFRIC Interpretation 22 “Foreign Currency Transactions and Advance Consideration” (“IFRIC 22”). IFRIC 22 is applicable for annual periods beginning on or after January 1, 2018, and permits early adoption.

 

IFRIC 22 clarifies which date should be used for translation when a foreign currency transaction involves an advance payment or receipt. The interpretation clarifies that the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the payment or receipt of the advance consideration.

 

The Group will adopt IFRIC 22 in its financial statements for the annual period beginning January 1, 2018 on a prospective basis.

 

The Group has completed its assessment of the impact of IFRIC 22 and does not expect the interpretation to have a material impact on the consolidated financial statements.

January 1, 2018

 

 

* Annual periods ending on or after

 25 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

5Blanket Zimbabwe Indigenisation Transaction

 

On February 20, 2012 the Group announced it had signed a Memorandum of Understanding (“MoU”) with the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective 51% ownership interest in the Blanket Mine for a transactional value of $30.09 million. Pursuant to the above, the Group entered into agreements with each Indigenisation Shareholder to transfer 51% of the Group’s ownership interest in Blanket Mine as follows:

 

·sold a 16% interest to the National Indigenisation and Economic Empowerment Fund (“NIEEF”) for $11.74 million;
·sold a 15% interest to Fremiro Investments (Private) Limited (“Fremiro”), which is owned by indigenous Zimbabweans, for $11.01 million;
·sold a 10% interest to Blanket Employee Trust Services (Private) Limited (“BETS”) for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (“Employee Trust”) with Blanket Mine’s employees holding participation units in the Employee Trust; and
·donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (“Community Trust”). In addition Blanket Mine paid a non-refundable donation of $1 million to the Community Trust.

 

The Group facilitated the vendor funding of these transactions which is repaid by way of dividends from Blanket Mine. 80% of dividends declared by Blanket Mine are used to repay such loans and the remaining 20% unconditionally accrues to the respective Indigenous Shareholders. The timing of the repayment of the loans depends on the future financial performance of Blanket Mine and the extent of future dividends declared by

Blanket Mine. Subsequent to the Indigenisation Transaction the facilitation loans relating to the Group were transferred as a dividend in specie to wholly-owned subsidiaries in the Group.

 

Accounting treatment

The directors of Caledonia Holding Zimbabwe (Private) Limited (“CHZ”), a wholly owned subsidiary of the Company, performed an assessment, using the requirements of IFRS 10: Consolidated Financial Statements (IFRS 10), and concluded that CHZ should continue to consolidate Blanket Mine and accounted for the transaction as follows:

·Non-controlling interests (NCI) are recognised on the portion of shareholding upon which dividends declared by Blanket Mine accrue unconditionally to equity holders as follows:
-20% of the 16% shareholding of NIEEF;
-20% of the 15% shareholding of Fremiro; and
-100% of the 10% shareholding of the Community Trust.

 

 26 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

5Blanket Zimbabwe Indigenisation Transaction (continued)

 

·This effectively means that NCI is recognised at Blanket Mine level at 16.2% of the net assets.
·The remaining 80% of the shareholding of NIEEF and Fremiro is recognised as non-controlling interests to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans including interest. At December 31, 2017 the attributable net asset value did not exceed the balance on the respective loan accounts and thus no additional NCI was recognised.
·The transaction with the BETS is accounted for in accordance with IAS 19 Employee Benefits (profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in 20% of the dividends accruing to the 10% shareholding in Blanket Mine if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceed the balance on the BETS facilitation loan they will accrue to the employees at the date of such declaration.
·The Employee Trust and BETS are structured entities which are effectively controlled and consolidated by Blanket Mine. Accordingly, the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised.

 

Amendments to the facilitation and advanced dividend loan agreements

 

Interest modification

 

On June 23, 2017, the Group, Blanket Mine and the Indigenous Shareholders of Blanket Mine reached agreement to change the interest terms of the facilitation and advanced dividend loan agreements. The agreements changed the interest rate from the previously agreed 12 month LIBOR + 10% to the lower of a fixed 7.25% per annum, payable quarterly or 80% of the Blanket Mine dividend in the quarter. The modification was considered beneficial to the Indigenous Shareholders and gave rise to an equity-settled share based expense of $806 on June 23, 2017 when all parties reached agreement to modify the interest charged. It was agreed that the interest change was to be applied to the facilitation and advanced dividend loan balances from January 1, 2017. The assumptions and methodologies used to quantify the equity-settled share-based payment expense relating to the beneficial interest modification are detailed in note 23.1.

 

Dividend and interest moratorium

 

Blanket Mine suspended dividend payments from January 1, 2015 until August 1, 2016 to facilitate capital expenditure on the Blanket Mine investment programme. As a result the repayments of facilitation loans by the Indigenous Shareholders were also suspended. A moratorium was placed on the interest of the facilitation and advanced dividend loans until such time as dividends resumed. Due to the suspension of dividends and the moratorium on interest, no repayments were made or interest accumulated from December 31, 2014 until July 31, 2016. The dividends and interest resumed on August 1, 2016, when Blanket Mine declared a dividend. The amendment was not considered beneficial to the Indigenous shareholders.

 

 27 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

5Blanket Zimbabwe Indigenisation Transaction (continued)

 

Blanket’s indigenisation shareholding percentages and facilitation loan balances

 

               Balance of facilitation loan # 
USD 000's  Shareholding   NCI Recognised   NCI subject to facilitation  loan   Dec, 31, 2017   Dec, 31 2016 
NIEEF   16%   3.2%   12.8%   11,879    11,990 
Fremiro   15%   3.0%   12.0%   11,504    11,682 
Community Trust   10%   10.0%   -    -    - 
BETS   10%   -*   -*   7,669    7,788 
    51%   16.2%   24.8%   31,052    31,460 

 

The balance on the facilitation loans is reconciled as follows:

 

Balance at January 1, 2016   31,336 
Interest accrued   1,359 
Dividends used to repay loans   (1,235)
Balance at December 31, 2016   31,460 
Interest accrued   1,136 
Dividends used to repay loans   (1,544)
Balance at December 31, 2017   31,052 

 

*The shares held by BETS are effectively treated as treasury shares (see above). The BETS facilitation loan earnings are accounted for under IAS19 Employee Benefits as an employee charge under Production cost.

# Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable.

 

 28 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

5Blanket Zimbabwe Indigenisation Transaction (continued)

 

Advance dividends

 

In anticipation of completion of the underlying subscription agreements, Blanket Mine agreed to an advance dividend arrangements with NIEEF and the Community Trust as follows:

 

Advances made to the Community Trust against their right to receive dividends declared by Blanket Mine on their shareholding as follows:

 

·a $2 million payment on or before September 30, 2012;
·a $1 million payment on or before February 28, 2013; and
·a $1 million payment on or before April 30, 2013.

 

These advance payments were debited to a loan account bearing interest at a rate at the lower of a fixed 7.25% per annum, payable quarterly or the Blanket Mine dividend in the quarter to the advanced dividend loan holder. The loan is repayable by way of set off of future dividends on the Blanket Mine shares owed by the Community Trust. Advances made to NIEEF as an advanced dividend loan before 2013 has been settled through Blanket Mine dividend repayments in fiscal 2014.

 

The advance dividend payments were recognised as distributions to shareholders and they are classified as equity instruments. The loans arising are not recognised as loans receivable, because repayment is by way of uncertain future dividends.

 

The movement in the advance dividend loan to the Community trust is reconciled as follows:

 

   Total 
     
Balance at January 1, 2016   3,237 
Interest accrued   133 
Dividends used to repay advance dividends   (370)
Balance at December 31, 2016   3,000 
Interest accrued   104 
Dividends used to repay advance dividends   (500)
Balance at December 31, 2017   2,604 

 

 29 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

6Financial risk management

Overview

 

The Group has exposure to the following risks from its use of financial instruments:

 

·Currency risk (refer note 27)

·Interest rate risk (refer note 27)

·Credit risk (refer note 27)

·Liquidity risk (refer note 27)

·Market risk (refer note 27)

 

This note and note 27 presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements. The Group is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of capital, and protecting current and future Group assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets. The Board of Directors has responsibility to ensure that an adequate financial risk management policy is established and to approve the policy. The Group’s Audit Committee oversees management’s compliance with the Group’s financial risk management policy. The fair value of the Group’s financial instruments approximates their carrying value due to the short period to maturity. The types of risk exposure and the way in which such exposures are managed are described below:

 

(a)Currency risk

 

The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. The Group does not use financial instruments to hedge its exposure to currency risk.

 

(b)Interest rate risk

 

The Group is exposed to interest rate risk arising from its cash and cash equivalents invested with financial institutions as well as its overdraft facility and term loan. Management’s policy is to invest cash in financial institutions with an investment grade credit-rating. The Group has not entered into interest rate swap agreements and mitigates the interest rate risk by remaining in a positive consolidated net cash position.

  

(c)Credit risk

 

Credit risk includes the risk of a financial loss to the Group if a gold sales customer fails to meet its contractual obligation. Gold sales were made to Fidelity Printers and Refiners in Zimbabwe during the year. The payment terms stipulated in the service delivery contract were adhered to in all circumstances.

 

 30 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

6Financial risk management (continued)

 

(d)Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group manages its liquidity risk by ensuring that there is sufficient cash to meet its likely cash requirements, after taking into account cash flows from operations and the Group’s holdings of cash and cash equivalents. The Group believes that these sources will be sufficient to cover the anticipated cash requirements. Senior management is also actively involved in the review and approval of planned expenditures by regularly monitoring cash flows from operations and anticipated investing and financing activities.

 

(e)Market risk

 

Market risk is the risk that changes in the gold price will affect the group’s profitability. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns.

 

7Capital Management

 

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the mining operations and exploration potential of the mineral properties. The Group’s capital includes shareholders’ equity, comprising issued share capital, reserves, accumulated other comprehensive income, accumulated deficit, bank loans and non-controlling interests.

 

   2017   2016 
           
Total equity   69,211    59,317 

 

The Group’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its on-going operations, to provide returns for shareholders and accommodate any rehabilitation provisions and to pursue growth opportunities. As at December 31, 2017, the Group is not subject to externally imposed capital requirements other than the term loan which is secured by a notarial bond over moveable assets (refer notes 15 and 24) and there has been no change with respect to the overall capital risk management strategy.

 

 31 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

8Production costs

 

   2017   2016 
         
Salaries and wages   13,440    12,206 
Cash-settled share-based payments (note 23.2)   311    - 
Consumable materials   18,617    16,291 
Site restoration   58    32 
Pre-feasibility exploration cost   410    408 
Safety   323    221 
On mine administration   3,004    2,898 
Other production cost   17    30 
    36,180    32,086 

 

9Other income

 

   2017   2016 
Government grant – Gold sale export incentive   2,446    1,104 
Other   148    226 
    2,594    1,330 

 

Government grant – Gold sale export incentive

From May, 2016 the Reserve Bank of Zimbabwe announced an export incentive on the gold proceeds received for all large scale gold mine producers. For fiscal 2017, Blanket was awarded an increased export incentive of 3.5% from the previous 2.5% on all proceeds for gold sold to Fidelity Printers and Refiners Limited. All incentives granted by the Zimbabwean government were included in other income when determined receivable.

 

10Other expenses

 

   2017   2016 
Impairment provision - 2016 royalty rebate (note 17)   181    - 
Other   14    55 
    195    55 

 

11Sale of Blanket Mine treasury bills

 

On May 16, 2016 the Company announced that Blanket Mine had sold treasury bills (“Bills”) issued by the Government of Zimbabwe for a gross value of approximately $3,202. The Bills were issued to Blanket in 2015 which replaced the Special Tradeable Gold Bonds (“Bonds”) which were issued to Blanket in 2009 as part consideration for gold sales that were made by Blanket in 2008 under the terms of the sales mechanism that existed at that time for Zimbabwean gold producers. The Bonds were carried at a fair value of nil in previous years.

 

 32 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

12Administrative expense

 

   2017   2016 
         
Investor  relations   541    543 
Audit fee   231    267 
Advisory services fee   684    2,266 
Listing fees   402    328 
Directors fees company   247    211 
Directors fees Blanket   40    48 
Employee costs   2,781    2,803 
Office costs  - Zambia   -    17 
Other office administration costs   444    185 
Travel costs   399    484 
Eersteling Gold Mine administration costs   142    111 
    5,911    7,263 

 

13Finance income and finance costs

 

Finance income  2017   2016 
         
Interest received – Bank   38    16 
           
Finance cost          
           
Interest paid – Term loan   155    103 
Interest paid – Capitalised to Property, plant and equipment (note 15)   (155)   (103)
Unwinding of rehabilitation provision   25    25 
Finance charges – Overdraft   44    167 
    69    192 

 

 33 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

14Tax expense
   2017   2016 
Tax recognised in profit or loss          
           
Current tax   4,995    3,106 
Income tax– current year   3,702    2,414 
Income tax – Prior year under/(over) provision   71    49 
Withholding tax expense   1,222    643 
           
Deferred tax expense   3,696    4,611 
Origination and reversal of temporary differences   3,696    4,611 
           
Tax expense – recognised in profit or loss   8,691    7,717 
         
Tax recognised in other comprehensive income        
Income tax - current year  -   - 
Tax expense   8,691    7,717 

 

Unrecognised deferred tax assets

 

   2017   2016 
           
Tax losses carried forward   5,105    4,989 

 

Taxable losses do not expire for the entities incurring taxable losses within the group. Tax losses carried forward relate to Greenstone Management Services Holdings Limited (UK) and Eersteling Gold Mine Limited. Deferred tax assets have not been recognised in these entities as future taxable income is not deemed probable to utilise these losses against.

 

 34 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

14Tax expense (continued)

 

Reconciliation of tax rate

 

   2017   2016 
Profit for the year   11,896    11,085 
Total tax expense   8,691    7,717 
Profit before tax   20,587    18,802 
           
Income tax at Company's domestic tax rate (1)   -    - 
Tax rate differences in foreign jurisdictions   6,546    6,293 
Management fee – non-deductible withholding tax portion   427    427 
Management fee – Withholding tax on deemed dividend portion (2)   538    - 
Management fee – non-deductible income tax portion (2)   925    - 
Withholding tax on intercompany dividend   90    49 
Non-deductible royalty expenses   901    753 
Other non-deductible expenditure   107    64 
Export incentive income credit 2016 (3)   (284)   - 
Export incentive income exemption 2017 (3)   (630)   - 
Change in tax estimate   (45)   49 
Change in unrecognized deferred tax assets   116    82 
Tax expense - recognised in profit or loss   8,691    7,717 

 

(1) Enacted tax rate in Jersey, Channel Islands is 0% (2016:0%)

(2) Zimbabwean tax legislation changed during 2017 that gave rise to an additional 15% withholding tax on a portion of the intercompany management fee considered to be a deemed dividend. The new legislation resulted in this portion of the management fee being not deductible for income tax purposes in Zimbabwe from January 1, 2017.

(3) On March 23, 2017, the Zimbabwean revenue authority enacted a new finance act that provided for the export incentive income to be tax exempt. The 2018 finance bill indicated that the export incentive income will be tax exempt from June 1, 2016. The new finance bill resulted in an income tax credit being applied in the 2017 income tax calculation giving rise to a credit for the export incentive income of 2016.

Tax paid  2017   2016 
         
Net income tax (payable)/receivable at January 1   (345)   344 
Current tax expense   (4,995)   (3,106)
Foreign currency movement   (17)   (49)
Tax paid   4,212    2,466 
Net income tax payable at December 31   (1,145)   (345)

 

 35 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

14Tax expense (continued)

 

Recognised deferred tax assets and liabilities

 

Deferred tax assets and liabilities are attributable to the following:

 

   Assets   Liabilities   Net 
   2017   2016   2017   2016   *2017   *2016 
                               
Property, plant and equipment   -    -    (20,985)   (17,092)   (20,985)   (17,092)
Allowance for obsolete stock   35    12    -    -    35    12 
Prepayments   -    -    (4)   (3)   (4)   (3)
Unrealised foreign exchange   97    -    -    -    97    - 
Share based payments   12    -    -    -    12    - 
Provisions   1,290    1,218    -    -    1,290    1,218 
Tax assets/ (liabilities)   1,434    1,230    (20,989)   (17,095)   (19,555)   (15,865)

 

* The deferred tax liability consists of a deferred tax asset of $65 (2016: $44) from the South African operations and a deferred tax liability of $19,620 (2016: $15,909) due to the Zimbabwean operations. The amounts are in different tax jurisdictions and cannot offset. The amounts are presented as a Non-current asset and a Non-current liability in the Statement of financial position. The deferred tax asset recognised is supported by evidence of probable future taxable income.

 

Movement in recognised deferred tax assets and liabilities

 

   Balance January 1, 2017   Recognised in profit or loss   Foreign exchange movement   Balance December 31, 2017 
Property, plant and equipment   (17,092)   (3,893)   -    (20,985)
Allowance for obsolete stock   12    23    -    35 
Prepayments   (3)   (1)   -    (4)
Unrealised foreign exchange   -    97    -    97 
Share based payments   -    12    -    12 
Provisions   1,218    66    6    1,290 
Total   (15,865)   (3,696)   6    (19,555)

 

 

   Balance January 1, 2016   Recognised in profit or loss   Foreign exchange movement   Balance December 31, 2016 
Property, plant and equipment   (12,988)   (4,104)   -    (17,092)
Allowance for obsolete stock   -    12    -    12 
Prepayments   (3)   2    (2)   (3)
Provisions   733    477    8    1,218 
Assessed loss recognised   998    (998)   -    - 
Total   (11,260)   (4,611)   6    (15,865)

 

 36 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

15Property, plant and equipment

 

   Land and buildings   Mine development, infrastructure and other   Exploration and Evaluation assets   Plant and equipment   Fixtures and fittings   Motor vehicles   Total 
                             
Cost                                   
Balance at January 1, 2016   7,989    31,158    6,224    20,626    1,277    2,069    69,343 
Additions **   -    *17,545    739    572    73    230    19,159 
Disposals and scrappings   -    -    -    -    (502)   (55)   (557)
Reallocations between asset classes   361    (3,699)   -    3,338    -    -    - 
Foreign exchange movement   17    74    4    -    28    11    134 
Balance at December 31, 2016   8,367    45,078    6,967    24,536    876    2,255    88,079 
                                    
Balance at January 1, 2017   8,367    45,078    6,967    24,536    876    2,255    88,079 
Additions**   -    *17,464    -    3,377    36    72    20,949 
Impairments   -    -    -    (12)   -    -    (12)
Disposals and scrappings   -    -    -    -    -    (2)   (2)
Reallocations between asset classes   1,051    (1,051)   -    (20)   20    -    - 
Foreign exchange movement   16    7    -    -    11    4    38 
Balance at December 31, 2017   9,434    61,498    6,967    27,881    943    2,329    109,052 

 

There are commitments to purchase plant and equipment totalling $2,125 (2016: $2,122) at year end.

 

* Included in additions to mine development, infrastructure and other assets is an amount of $218 (2016: $557) relating to rehabilitation asset capitalised refer note 22.

** Included in additions is an amount of $19,556 (2016: $17,731) relating to capital work in progress (“CWIP”) and contains $155 (2016:$ 103) of borrowing costs capitalized from the term loan. As at year end $48,943 of CWIP was included in the closing balance (2016: $34,086).

 

 37 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

15Property, plant and equipment (continued)

   Land and buildings   Mine development, infrastructure and other   Exploration and Evaluation assets   Plant and equipment   Fixtures and fittings   Motor vehicles   Total 
Accumulated depreciation and Impairment losses                                   
Balance at January 1, 2016   2,321    3,781    -    11,524    996    1,503    20,125 
Disposals and scrappings   -    -    -    -    (502)   (8)   (510)
Impairments   -    -    -    -    20    -    20 
Depreciation for the year   629    699    -    1,705    106    352    3,491 
Foreign exchange movement   -    61    -    -    22    (3)   80 
Balance at December 31, 2016   2,950    4,541    -    13,229    642    1,844    23,206 
                                    
Balance at January 1, 2017   2,950    4,541    -    13,229    642    1,844    23,206 
Depreciation for the year   686    631    -    2,153    115    178    3,763 
Foreign exchange movement   -    -    -    -    4    1    5 
Balance at December 31, 2017   3,636    5,172    -    15,382    761    2,023    26,974 
                                    
Carrying amounts                                   
At December 31, 2016   5,417    40,537    6,967    11,307    234    411    64,873 
At December 31, 2017   5,798    56,326    6,967    12,499    182    306    82,078 

 

 38 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

15Property, plant and equipment (continued)

 

Economic recovery

 

Items of Property, plant and equipment depreciated over the LoMP are depreciated inclusive of inferred resources included in the LoMP. These inferred resources are included in the calculation when the economic recovery thereof is demonstrated by the achieved recovered grade relative to the mine’s pay limit for the period 2006 to 2016. The pay limit has ranged from 2.3 g/t in 2008 to 1.9 g/t in 2017 while the recovered grade has ranged from 4.0 g/t to 3.42 g/t over the period. All-in-sustaining-cost* has remained consistently below the gold price received over this period resulting in economic recovery of the inferred resources.

 

* All-in sustaining cost (“AISC”) per ounce, is calculated as the on-mine cost per ounce to produce gold (which includes production costs before intercompany eliminations and exploration costs) plus royalty paid, additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg, London and Jersey), costs associated with maintaining the operating infrastructure and resource base that are required to maintain production at the current levels (sustaining capital investment), the share-based expense arising from the LTIP less silver by-product revenue and the export incentive credit

 

16Inventories

 

   2017   2016 
         
Consumable stores   8,776    6,884 
Gold in process   399    338 
    9,175    7,222 

 

Consumables stores are disclosed net of any write downs or provisions for obsolete items, which amounted to $894 (2016: $862).

 

17Trade and other receivables

 

   2017   2016 
         
Bullion revenue receivable   1,386    1,059 
VAT receivables   2,947    1,901 
Deposits for stores and equipment and other receivables   629    465 
    4,962    3,425 

 

The Group's exposure to credit and currency risks, and impairment losses related to trade and other receivables is disclosed in notes 6 and 27.

 

During 2016 Blanket mine obtained a reduced royalty award of $181 for all incremental gold production in 2016. A receivable was recognised for the royalty amount overpaid to the revenue authorities in 2016 based on the pre-award rate. Due to the reduced royalty amount being outstanding as at December 31, 2017 and at the approval date of these financial statements an impairment provision of $181 (2016: Nil) was raised against the receivable.

 

 39 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

18Cash and cash equivalents

 

   2017   2016 
         
Bank balances   13,067    14,335 
Cash and cash equivalents in the statement of financial position   13,067    14,335 
Bank overdrafts used for cash management purposes   (311)   - 
Net cash and cash equivalents at year end   12,756    14,335 

 

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in note 27.

 

Blanket Mine arranged an unsecured bank overdraft facility of $4,000 of which $311 (2016; Nil) was utilised at December 31, 2017. The overdraft facility bears interest at 6.5% per annum, 4.65% above the base rate. The facility is repayable on demand.

 

19Share capital

 

Authorised

Unlimited number of ordinary shares of no par value.

Unlimited number of preference shares of no par value.

 

   Number of fully paid shares*   Amount 
Issued ordinary shares          
December 31, 2015   10,510,232    54,569 
Issued during the year   141,704    433 
December 31, 2016   10,651,936    55,002 
Share repurchased   (118,063)   (146)
Issued during the year   69,280    246 
December 31, 2017   10,603,153    55,102 

 

* Amounts stated after the 1:5 share consolidation

 

Share consolidation and repurchase

 

At the Company’s annual general meeting of shareholders held on June 19, 2017 resolutions were passed, amongst others, which:

(a)authorised the consolidation of the Company’s share capital on the basis of 1 share for every 100 shares held;
(b)approved the repurchase of fractions of shares created by the consolidation which were held by shareholders with fewer than 100 shares prior to the consolidation at a price of CAD1.664 per pre-consolidation share held;

 

 40 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

19Share capital (continued)

 

(c)authorised the division of the consolidated shares immediately following the steps above on the basis of 20 shares for every 1 share; and
(d)approved the repurchase of fractions of shares remaining following the steps above at the same price as at (b) payments made for repurchases pursuant to (b) and (d) were subject to a minimum with the Company being entitled to retain amounts of GBP5 or less.

 

The combined effect of the above steps which was effected on June 26, 2017 was an effective consolidation of the company’s shares on the basis of 1 share for every 5 shares previously held, the repurchase and cancellation of all shareholdings of fewer than 100 shares before the implementation of the 1 for 100 consolidation and the repurchase and cancellation of all remaining fractions following the 20 for 1 division. This resulted in an effective repurchase of 118,063 shares at a cost of $146 and a reduction in the number of issued shares of 42,135,492 shares arising from the consolidation.

 

The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Company. The Company has no preference shares in issue.

 

20Reserves

 

Foreign currency translation reserve

 

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations with functional currencies that differ from the presentation currency.

 

Share-based payment reserve

 

The share-based payment reserve comprises the fair value of equity instruments granted to employees, directors and service providers under share option plans and equity instruments issued to Blanket’s indigenisation shareholders under Blanket’s Indigenisation Transaction (refer Note 5).

 

Contributed surplus

 

The contributed surplus reserve comprises the reduction in stated capital as approved by shareholders at the special general meeting on January 24, 2013 so as to be able to commence dividend payments.

 

Reserves

 

   2017   2016 
Foreign currency translation reserve   (5,885)   (6,258)
Equity-settled share-based payment reserve (Note 23.1)   16,746    16,041 
Contributed surplus   132,591    132,591 
Total   143,452    142,374 

 

 41 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

21Earnings per share

 

Basic earnings per share

 

The calculation of basic earnings per share for the year ended December 31, 2017 was based on the adjusted profit attributable to shareholders of $9,174 (2016: $8,288), and a weighted average number of shares outstanding of 10,607,882 (2016: 10,457,242).

 

Weighted average number of shares

 

(In number of shares)  Note  2017   2016 
            
Issued shares at beginning of year  19   52,787,428    52,078,908 
Share consolidation (note 19)      (42,135,492)   (41,663,126)
Issued shares post consolidation      10,651,936    10,415,782 
Weighted average shares repurchased      (60,978)   - 
Weighted average shares issued      16,924    41,460 
Weighted average number of shares at December 31      10,607,882    10,457,242 

 

   2017   2016 
Profit attributable to shareholders   9,384    8,526 
Blanket Mine Employee Trust Adjustment   (210)   (238)
Adjusted profit attributable to shareholders   9,174    8,288 
Basic earnings per share - $   0.86    0.79 

 

·Basic earnings are adjusted for the amounts that accrue to other equity holders of subsidiaries upon the full distribution of post-acquisition earnings to shareholders.
·Diluted earnings is calculated on the basis that the unpaid ownership interests of Blanket Mine’s Indigenisation shareholders are effectively treated as options whereby the weighted average fair value for the period of the Blanket Mine shares issued to Indigenous Zimbabweans and which are subject to settlement of the loan accounts is compared to the balance of the loan accounts and any excess portion is regarded as dilutive. The difference between the number of Blanket Mine shares subject to the settlement of the loan accounts and the number of Blanket Mine shares that would have been issued at the average fair value is treated as the issue of shares for no consideration and regarded as dilutive shares. The calculated dilution is taken into account with additional earnings attributable to the dilutive shares in Blanket Mine, if any.

 

 42 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

21Earnings per share (continued)

 

The interest of NIEEF and Fremiro shareholding were anti-dilutive in the current and prior year (i.e. the value of the options was less than the outstanding loan balance) and accordingly there was no adjustment to fully diluted earnings attributable to shareholders. The calculation of diluted earnings per share at December 31, 2017 was based on the adjusted profit attributable to shareholders of $9,174 (2016: $8,288), and a weighted average number of shares and potentially dilutive shares outstanding of 10,617,504 (2016: 10,480,691), calculated as follows:

 

Weighted average number of shares

(In number of shares)

  2017   2016 
         
Weighted average shares at December 31   10,607,882    10,457,242 
Effect of dilutive options   9,622    23,449 
Weighted average number of  shares (diluted) at December 31   10,617,504    10,480,691 
Diluted earnings per share - $   0.86    0.79 

 

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the year during which the options were outstanding. Options of 18,378 (2016: 68,795), were excluded from the dilutive earnings per share calculation as these options were anti-dilutive. The quantity of options outstanding as at year end that were out of the money and that had an anti-dilutive effect amounted to 5,000 (2016: 18,000) options.

 

22Provisions

 

Site restoration

Site restoration relates to the estimated cost of closing down the mines and represents the site and environmental restoration costs, estimated to be paid throughout the period up until closure due to areas of environmental disturbance present at the reporting date as a result of mining activities. In the case of Blanket Mine the costs of site restoration are discounted based on the estimated life of mine. The Eersteling mine is under care and maintenance and the provision is not discounted. Site restoration costs at Blanket mine are capitalised to mineral properties depreciated at initial recognition and amortised systematically over the estimated life of the mine for costs relating to the decommissioning of property, plant and equipment.

 

Reconciliation of site restoration provision  2017   2016 
Balance at January 1   3,456    2,762 
Foreign exchange movement   62    80 
Unwinding of discount   25    25 
Rehabilitation performed   (22)   - 
Change in estimate during the year          
-       adjusted through profit or loss   58    32 
-       adjustment capitalised in Property, plant and equipment   218    557 
Balance at December 31   3,797    3,456 

 

 43 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

22Provisions (continued)

 

The discount rates currently applied in the calculation of the net present value of the Blanket mine provision is 0.64% (2016: 0.86%), based on a risk free rate and cash flows estimated at 0% inflation (2016: 0%). The gross rehabilitation costs before discounting amounted to $3,354 (2016: $3,159) for Blanket mine and $669 (2016: $571) for Eersteling mine.

 

23.1Equity-settled share-based expense

 

The Group has expensed the following Equity-settled share-based payment arrangements for the year ended December 31

 

   Note  2017   2016 
Share option programmes  23.1 (a)   29    170 
Facilitation and advanced dividend loan modification  23.1 (b)   806    - 
       835    170 

 

(a) Share option programmes

 

The Omnibus Equity Incentive Compensation Plan (“OEICP”) was established for grants after May 2015. Share options issued before May 2015 were issued in terms of the Rolling Stock Option Plan (“RSOP”), which was superseded by the OEICP. In accordance with the OEICP, options are granted at an exercise price equal to the greater of volume weighted average trading price for the five days prior to grant or the closing price on the day immediately prior to the date of grant. The options vest according to dates set at the discretion of the Compensation Committee of the Board of Directors at the date of grant. All outstanding option awards that have been granted, pursuant to the plan, vest immediately.

 

Terms and conditions of share option programmes

 

The maximum term of the options under the OEICP is 10 years and under the RSOP 5 years. The terms and conditions relating to the grant of options under the RSOP are that all options are to be settled by physical delivery of shares. Equity settled share based payments under the OEICP will also be settled by physical delivery of shares. Under both plans the aggregate number of shares that may be issued pursuant to the grant of options, or under any other share compensation arrangements of the Company, will not exceed 10% of the aggregate issued and outstanding shares issued of the Company.

 

At December 31, 2017, the Company has the following options outstanding:

 

Number of Options   Exercise Price   Expiry Date
    Canadian $    
 5,000    4.00   Oct 8, 2020
 18,000    11.50   Oct 13, 2021
 5,000    8.10   May 30, 2022
 28,000         

 

 44 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

23.1Equity-settled share-based expense (continued)

 

(a) Share option programmes (continued)

 

The continuity of the options granted, exercised, cancelled and expired under the Plan were as follows:

 

   Number of Options*   Weighted Avg. Exercise Price 
       Canadian $* 
Options outstanding and exercisable at December 31, 2015   448,184    5.40 
Expired or forfeited   (232,200)   6.50 
Granted   18,000    11.50 
Exercised   (141,704)   4.15 
Options outstanding and exercisable at December 31, 2016   92,280    5.85 
Granted   5,000    8.10 
Exercised   (69,280)   4.50 
Options outstanding and exercisable at December 31, 2017   28,000    9.55 

 

* Amounts stated after the 1:5 share consolidation, refer note 19.

 

The weighted average remaining contractual life of the outstanding options is 3.72 years (2016: 3.08 years).

 

Inputs for measurement of grant date fair values

 

The fair value of share-based payments noted above was estimated using the Black-Scholes Option Pricing Model as the fair value of the services could not be estimated reliably. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. The following assumptions were used in determining the fair value of the options:

 

Options granted  * 5,000   *18,000 
Grant date  May 30, 2017   October 13, 2016 
Risk-free interest rate   2.40%   0.53%
Expected stock price volatility (based on historical volatility)   118%   119%
Expected option life in years   3    5 
Exercise price   * CAD 8.10    * CAD 11.50 
Share price at grant date   * CAD 8.10    * CAD 11.50 
Fair value at grant date   * USD 5.81    * USD 9.45 

 

On May 30, 2017 a grant of 5,000 share options was made to Mr. J Staiger, who provides investor relations services in continental Europe for the Company. The exercise price was determined as the prevailing Toronto Stock Exchange share price on the day of the grant. Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price. The expected term has been based on historical experience. The share based payment expense relating to the grant amounted to $29.

 

* Amounts stated after the 1:5 share consolidation, refer note 19.

 

 45 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

23.1Equity-settled share-based expense (continued)

 

(b) Facilitation and advance dividend loan modification

 

On June 23, 2017, the Group, Blanket Mine and the Indigenous Shareholders reached agreement to change the interest rate on the facilitation and advanced dividend loans from the previously agreed 12 month LIBOR + 10% to the lower of a fixed rate of 7.25% per annum, payable quarterly or 80% of the dividends paid in the financial quarter. The modification was beneficial to the Indigenisation Shareholders and resulted in an equity-settled share-based payment expense of $806. The Monte Carlo simulation approach was followed to value the fair value of the Indigenisation Shareholders’ equity before and after the modification date. The fair value of the Indigenisation Shareholders’ equity was based on simulating the future Blanket Mine dividend yields.

 

The following assumptions were used in determining modification of the expense:

 

Modification date  June 23, 2017
Blanket Mine dividend yield  23.70% - 89.88%
Risk free interest rate  USD swap curve
Group market capitalisation at grant date ($’000)  USD 68,436

 

23.2Cash-settled share-based expense

 

The Group has expensed the following Cash-settled share-based payment arrangements for the year ended December 31

 

   Note  2017   2016 
Restricted Share units and Performance Share Units  23.2 (a)   853    618 
Caledonia Mining South Africa employee incentive scheme  23.2 (b)   123    - 
       976    618 

 

(a) Restricted Share units and Performance Share Units

 

Certain key management members were granted Restricted Share units (“RSU’s”) and Performance Share Units (” PSU’s”) pursuant to provisions of the 2015 Omnibus Equity Incentive Compensation Plan. All RSU’s and PSU’s were granted and approved by the Compensation Committee of the Board of Directors.

 

The RSU’s will vest three years after grant date given that the service condition of the relevant employees are fulfilled. The value of the vested RSU’s will be the number of RSU’s vested multiplied by the fair market value of the Company’s shares, as specified by the plan, on date of settlement.

 

The PSU’s have a service condition and a performance period of three years. The performance condition is a function of production cost, gold production and central shaft depth targets on certain specified dates. The number of PSU’s that will vest will be the PSU granted multiplied by the Performance Multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations on the date of the award.

 

 46 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

23.2Cash-settled share-based expense (continued)

(a) Restricted Share units and Performance Share Units (continued)

 

RSU holders are entitled to receive dividends over the vesting period. Such dividends will be reinvested in additional RSU’s at the then applicable share price calculated at the average Bank of Canada noon rate immediately preceding the dividend payment. PSU’s have rights to dividends only after they have vested.

 

The fair value of the RSU’s, at the reporting date, was based on the Black Scholes option valuation model. The fair value of the PSU’s, at the reporting date, was based on the Black Scholes option valuation model less the fair value of the expected dividends during the vesting period multiplied by the performance multiplier expectation. At the reporting date it was assumed that there is a 94% probability that the performance conditions will be met and therefore a 94% performance multiplier was used in calculating the estimated liability. The liability as at December 31, 2017 amounted to $1,782 (2016:$618). Included in the liability as at December 31, 2017 is an amount of $311 (2016:Nil) that was expensed and classified as production costs, refer note 8.

 

The following assumptions were used in estimating the fair value of the cash settled share-based payment liability on December 31:

 

    *2017     *2016  
    RSUs    PSUs    RSUs    PSUs 
Fair value (USD)  $7.37   $7.17   $5.50   $5.25 
Share price (USD)  $7.37   $7.37   $5.50   $5.50 
Performance multiplier percentage   -    94%   -    100%

 

Share units granted:

 

   RSUs   PSUs   RSUs   PSUs 
Grant - January 11, 2016   60,645    242,579    60,645    242,579 
Grant - March 23, 2016   10,965    43,871    10,967    43,871 
Grant - June 8, 2016   5,117    20,470    5,117    20,470 
Grant - January 19, 2017   4,443    17,774    -    - 
RSU dividend reinvestments   7,324    -    3,505    - 
Total awards at December 31   88,494    324,694    80,234    306,920 

 

* Amounts are presented after the 1:5 share consolidation that took place on June 26, 2017. All fractional entitlements due to the share consolidation were rounded down.

 

(b) Caledonia Mining South Africa employee incentive scheme

 

In July, 2017 the Group granted 37,330 cash-settled share awards to certain employees based in South Africa. These cash-settled share awards will vest in 3 equal tranches on November 30, 2017, 2018 and 2019 subject to the employees fulfilling their service condition. The cash-settled share-based payment liability was calculated based on the number of awards expected to vest multiplied by the Company’s Black Scholes option valuation fair value of £5.10 at the reporting date. The liability relating to these cash-settled share based payment awards amounted to $44 (2016:Nil) and the expense amounted to $123 (2016:Nil) for the year ended December 31, 2017. 12,447 of the cash-settled share awards vested on November 30, 2017 and an amount of $79 was paid out to these employees.

 

 47 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

24Loans and borrowings

 

   2017   2016 
Non-current portion of term loan facility   -    1,577 
Current portion of term loan facility   1,486    1,410 
    1,486    2,987 

 

On October 19, 2016 Blanket Mine received $3 million in terms of a term facility with Barclays Bank of Zimbabwe Limited bearing interest at an interest rate of 7.25% per annum and an upfront arrangement fee of $73. The term facility will be paid back over 8 quarterly instalments of $375 starting January 19, 2017. The term facility is secured in terms of a general notarial bond registered over the moveable assets of Blanket Mine to the value of $3,000. The agreement also incorporates an endorsement by the insurer of these movable assets. The endorsement provides Barclays Bank of Zimbabwe Limited with the cession of the insurance cover on the movable assets against all risk insured.

 

At the inception of the loan the liability was recognised at its fair value plus transaction cost. The imputed finance costs on the liability was determined at an incremental borrowing rate of 7.25%. Finance costs are accounted for in note 13 on the effective interest rate method. The fair value of the term facility approximates the carrying amount as the market rate approximated the actual rate at year end.

 

25Trade and other payables

 

   2017   2016 
         
Trade payables   2,939    2,851 
Electricity accrual   5,827    1,685 
Audit fee   231    173 
Other payables   584    343 
Financial liabilities   9,581    5,052 
VAT payable and other taxes   -    242 

Production and management bonus accrual - Blanket Mine

   789    1,156 
Other employee benefits   552    123 
Leave pay   1,738    1,504 
Non-financial liabilities   3,079    3,025 
Total   12,660    8,077 

 

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 6 and note 27.

 

 48 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

26Cash flow information

 

Non-cash items and information presented separately on the cash flow statement:

 

   2017   2016 
Profit for the year   11,896    11,085 
Adjustments for:          
Tax expense   8,691    7,717 
Net finance cost   31    176 
Loss on sale of Property, plant and equipment   2    44 
Impairment of Property, plant and equipment   12    20 
Foreign exchange gains on cash held   121    (105)
Site restoration   36    32 
Cash-settled share-based payment expense   1,208    788 
Equity-settled share-based payment expense   835    - 
Depreciation   3,763    3,491 
Allowance for obsolete stock   32    862 
Provision for impairment – royalty rebate (note 17)   181    - 
Cash generated by operations before working capital changes   26,808    24,110 
Inventories   (1,975)   (1,990)
Prepayments   82    (99)
Trade and other receivables   (1,437)   555 
Trade and other payables   5,407    3,095 
Cash flows from operating activities   28,885    25,671 

 

27Financial instruments

i)Credit risk

 

Exposure to credit risk

 

The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was:

 

Carrying amount 

December 31,

2017

  

December 31,

2016

 
           
Zimbabwe   2,015    1,523 

 

Impairment losses

None of the trade and other receivables are past due at year-end other than the royalty rebate of 2016 (refer note 17). Trade and other receivables have a past history of payment shortly after year end and

 

 49 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

27Financial instruments

i)Credit risk (continued)

 

management identified no factors at year end that could cause doubt about the credit quality or recoverability of the trade and other receivables.

 

ii)Liquidity risk

 

The following are the contractual maturities of financial liabilities, including contractual interest payments and excluding the impact of netting agreements.

 

Non-derivative financial liabilities

 

December 31, 2017  Carrying amount   12 months or less   1-2 Years 
Trade and other payables   9,581    9,581    - 
Term loan facility   1,486    1,486    - 
Overdraft   311    311    - 
    11,378    11,378    - 

 

December 31, 2016  Carrying amount   12 months or less   1-2 Years 
Trade and other payables   5,052    5,052    - 
Term loan facility   2,987    1,410    1,577 
    8,039    6,462    1,577 

 

iii)Currency risk

 

The Group is exposed to currency risk to the extent that there is a mismatch between the currency that it transacts in and the functional currency. The results of the Group’s operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Group are reported in US dollar in the Group’s consolidated financial statements.

 

The fluctuation of the US dollar in relation to other currencies that entities, within the Group, may transact in will consequently have an impact upon the profitability of the Group and may also affect the value of the Group’s assets and liabilities. As noted below, the Group has certain financial assets and liabilities denominated in currencies other than the functional currency of the Company. The Group does not use any derivative instruments to reduce its foreign currency risks. To reduce exposure to currency transaction risk, the Group predominantly maintains cash and cash equivalents in US Dollar to avoid foreign exchange exposure and to meet short-term liquidity requirements.

 

Sensitivity analysis

As a result of the Group’s monetary assets and liabilities denominated in foreign currencies which is different to the functional currency of the underlying entities, the profit or loss and equity in the underlying entities could be affected by movements between the functional currency and the foreign

 

 50 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

27Financial instruments (continued)
iii)Currency risk (continued)

 

currency. The table below indicates net monetary assets/(liabilities) in the group that have a different functional currency and foreign currency.

 

   2017
USD‘000
   2016
USD‘000
 
   Functional currency   Functional currency 
   ZAR   USD   ZAR   USD 
Cash and cash equivalents   57    601    457    265 
Trade and other payables   -    -    -    43 
    57    601    457    308 

 

A reasonably possible strengthening or weakening of 5% of the various functional currencies against the foreign currencies, would have the following equal or opposite effect on profit or loss and equity for the group:

 

   2017
USD‘000
   2016
USD’000
 
   Functional currency   Functional currency 
   ZAR   USD   ZAR   USD 
Cash and cash equivalents   3    30    23    13 
Trade and other payables   -    -    -    2 

 

iv)Interest rate risk

 

The group's interest rate risk arises from Loans and borrowings, overdraft facility and cash held. The Loans and borrowings, overdraft facility and cash held have variable interest rate borrowings. Variable rate borrowings expose the group to cash flow interest rate risk. The group has not entered into interest rate swap agreements.

 

The Group’s assets and liabilities exposed to interest rate fluctuations as at year end is summarized as follows:

 

   2017   2016 
Term loan   1,486    2,987 
Cash and cash equivalents   12,756    14,335 

 

 51 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

27Financial instruments (continued)
iii)Interest rate risk (continued)

 

 

Interest rate risk arising is offset by available cash and cash equivalents. The table below summarises the effect of a change in finance cost on the Group’s profit or loss and equity, had the rates charged differed.

 

Sensitivity analysis – Term loan  2017   2016 
         
Increase by 100 basis points   (15)   (30)
Decrease by 100 basis points   15    30 

 

Sensitivity analysis – Cash and cash equivalents  2017   2016 
Increase by 100 basis points   128    143 
Decrease by 100 basis points   (128)   (143)

 

v)Market risk - Gold price

 

In February 2016, the Company entered into a derivative contract in respect of 15,000 ounces of gold over a period of 6 months and accordingly, the contract expired during the year. The contract protected the Company if the gold price fell below $1,050 per ounce but gave Caledonia full participation if the price of gold exceeded $1,079 per ounce. The derivative contract was entered into by the Company for economic hedging purposes and not as a speculative investment. The derivative contract resulted in a loss of $435 that was included in profit or loss. The Company settled the contract with the $435 margin call deposited at the inception of the hedge transaction. Blanket continued to sell all of its gold production to Fidelity Printers and Refiners Ltd (“Fidelity”), as required by Zimbabwean legislation, and received the spot price of gold less an early settlement discount of 1.25%.

 

As at December 31, 2017 no financial instruments were in place to manage the gold price risk.

 

28Dividends

 

   2017   2016 
           
Dividends paid to owners of the Company (Excluding NCI)   2,904    2,639 

 

The quarterly dividend of 6,875 cents per share represents Caledonia’s current dividend policy.

 

29Contingencies

 

The Group may be subject to various claims that arise in the normal course of business. Management believes there are no contingent liabilities of the Group arising from claims.

 

 52 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

30Related parties

 

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity. Directors of the company, as well as certain mine managers are considered key management.

 

Employee contracts between Caledonia Mining South Africa Proprietary Limited, the Company and key management, include an option for respective key management to terminate such employee contract in the event of a change in control of the Company and to receive a severance payment equal to two years’ compensation. If this was triggered as at December 31, 2017 the severance payment would have amounted to $5,015 (2016: $4,646). A change in control would constitute:

 

·the acquisition of more than 50% of the shares; or
·the acquisition of right to exercise the majority of the voting rights of shares; or
·the acquisition of the right to appoint the majority of the board of directors; or
·the acquisition of more than 50% of the assets of the Group.

 

Key management personnel and director transactions:

 

A number of related parties transacted with the Group in the reporting period. The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

 

   2017   2016 
Key management salaries and bonuses   2,041    2,033 
Cash-settled share-based expense*   1,164    788 
    3,205    2,821 

 

Employees, officers, directors, consultants and other service providers also participate in the Group's share option program (see note 23). Group entities are set out in note 31.

 

Refer to note 5 and note 33 for transactions with Non-controlling interests. Refer to note 32 for management fees between Caledonia Mining South Africa Proprietary Limited and Blanket Mine (1983) (Private) Limited.

 

* Amount inclusive of $311 of the cash settled share based payment that is classified as production costs.

 

 53 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

31Group entities

 

   Functional currency  Country of incorporation  Legal shareholding  Intercompany balances with Holding company 
         2017  2016  2017   2016 
Subsidiaries of the Company        %  %        
Caledonia Holdings Zimbabwe (Private) Limited  USD  Zimbabwe  100  100   -    - 
Caledonia Mining Services Limited  USD  Zimbabwe  100  100   -    - 
Eersteling Gold Mining Company Limited  ZAR  South Africa  100  100   (12,956)   (12,793)
Fintona Investments Proprietary Limited  ZAR  South Africa  100  100   (14,859)   (14,859)
Caledonia Mining South Africa Proprietary Limited  ZAR  South Africa  100  100   (941)   (87)
Greenstone Management Services Holdings Limited  USD  United Kingdom  100  100   20,879    13,527 
Caledonia Holdings (Africa) Limited  USD  Barbados  100  100   -    - 
Blanket (Barbados) Holdings Limited  USD  Barbados  100  100   -    - 
Blanket Mine (1983) (Private) Limited(3)  USD  Zimbabwe  (2)49  (2)49   -    - 
Blanket Employee Trust Services (Private) Limited (BETS) (1)  USD  Zimbabwe  -  -   -    - 

 

(1)BETS and the Employee Trust are consolidated as structured entities.

(2)Refer to Note 5, for the effective shareholding. NCI has a 16.2% interest in cash flows of Blanket only.

(3)Blanket has no subsidiary companies

 

 54 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

32Operating Segments

 

The Group's operating segments have been identified based on geographic areas. The strategic business units are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Group’s CEO reviews internal management reports on at least a quarterly basis. Zimbabwe and South Africa describe the operations of the Group's reportable segments. The Zimbabwe operating segment comprise Caledonia Holdings Zimbabwe Limited and subsidiaries. The South Africa geographical segment comprise a gold mine, that is on care and maintenance, as well as sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine. The holding company and Greenstone Management Services Holdings Limited (UK) responsible for administrative functions within the group are taken into consideration in the strategic decision-making process of the CEO and are therefore included in the disclosure below. Corporate and other reconciling amounts do not represent a separate segment. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management report that are reviewed by the Group's CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

 

Information about reportable segments 2017  Zimbabwe   South Africa   Inter-group eliminations adjustments   Corporate and other reconciling amounts   Total 
                     
Revenue   69,762    -    -    -    69,762 
Inter-segmental revenue   -    15,247    (15,061)   (186)   - 
Royalties   (3,498)   -    -    -    (3,498)
Production costs   (36,753)   (14,751)   15,324    -    (36,180)
Depreciation   (4,019)   (53)   309    -    (3,763)
Management fee*   (3,960)   3,960    -    -    - 
Other income   2,358    205         31    2,594 
Other expenses        (195)             (195)
Administrative expenses   (40)   (2,258)   -    (3,613)   (5,911)
Cash-settled share-based payment expense   (581)   -    -    (395)   (976)
Equity-settled share-based payment expense   (806)   -    -    (29)   (835)
Net Foreign exchange gain   (375)   207    -    (212)   (380)
Net finance cost   (69)   10    -    28    (31)
Profit before tax   22,019    2,372    572    (4,376)   20,587 
Tax expense   (7,587)   (1,104)   -    -    (8,691)
Profit for the year   14,432    1,268    572    (4,376)   11,896 

 

* Of the management fee $561 was receivable and payable at year end (2016: $641).

 

 55 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

32Operating Segments (continued)

 

Information about reportable segments 2017  Zimbabwe   South Africa   Inter-group elimination adjustments   Corporate and other reconciling amounts   Total 
                     
Geographic segment assets:
                         
Current (excluding intercompany)   20,368    2,766    (60)   4,839    27,913 
Non-current (excluding intercompany)   82,798    381    (1,076)   40    82,143 
Expenditure on property, plant and equipment   21,007    (7)   (51)   -    20,949 
Intercompany balances   -    8,021    (58,087)   50,066    - 
                          
Geographic segment liabilities
                         
Current (excluding intercompany)   (13,969)   (1,276)   -    (357)   (15,602)
Non-current (excluding intercompany)   (23,041)   (714)   293    (1,781)   (25,243)
Intercompany balances   (2,720)   (32,724)   58,087    (22,643)   - 

 

Information about reportable segments 2016  Zimbabwe   South Africa   Inter-group eliminations adjustments   Corporate and other reconciling amounts   Total 
                     
Revenue   61,992    -    -    -    61,992 
Inter-segmental revenue   -    11,873    (11,348)   (525)   - 
Royalties   (2,923)   -    -    -    (2,923)
Production costs   (33,081)   (10,185)   11,180    -    (32,086)
Depreciation   (3,733)   (47)   289    -    (3,491)
Management fee   (3,960)   3,960    -    -    - 
Other income   1,194    16    -    120    1,330 
Other expenses   (55)   -    -    -    (55)
Administrative expenses   (128)   (3,119)   674    (4,690)   (7,263)
Share-based payment expenses   (342)   (106)   -    (340)   (788)
Net Foreign exchange gain   2    (529)   -    22    (505)
Margin call on hedge   -    -    -    (435)   (435)
Net finance cost   (191)   15    -    -    (176)
Sale of Blanket Mine treasury   3,202    -    -    -    3,202 
Profit before tax   21,977    1,878    795    (5,848)   18,802 
Tax expense   (6,795)   (922)   -    -    (7,717)
Profit for the year   15,182    956    795    (5,848)   11,085 

 

 56 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

32Operating Segments (continued)

 

2016  Zimbabwe   South Africa   Intergroup elimination adjustment   Corporate and other reconciling amounts   Total 
Geographic segment assets:
                         
Current   19,501    1,616    (375)   5,050    25,792 
Non-current (excluding intercompany)   65,824    388    (1,335)   40    64,917 
Additions to property, plant and equipment   19,000    36    123    -    19,159 
Intercompany balances   -    7,080    (49,951)   42,871    - 
                          
Geographic segment liabilities
                         
Current   (8,801)   (718)   -    (313)   (9,832)
Non-current (excluding intercompany)   (21,043)   (517)   -    -    (21,560)
Intercompany balances   (2,184)   (32,867)   49,951    (14,900)   - 

 

Major customer

 

Revenues from Fidelity Printers in Zimbabwe amounted to approximately $69,762 (2016: $61,992).

 

33        Non-controlling interests

 

Blanket Mine (1983) (Private) Limited NCI % - 16.2%

 

   2017   2016 
         
Current assets   15,559    13,151 
Non-current assets   82,798    65,823 
Current liabilities   (16,232)   (8,698)
Non-current liabilities   (23,041)   (20,185)
Net assets   59,084    50,091 
           
Carrying amount of NCI   5,944    3,708 
           
           
Revenue   69,762    61,992 
Profit   15,506    15,800 
Total comprehensive income   15,506    15,800 
           
Profit allocated to NCI   2,512    2,559 
Dividend paid to NCI   (406)   (355)

 

 57 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017 and December 31, 2016

(in thousands of United States dollars, unless indicated otherwise)

34Defined Contribution Plan

 

Under the terms of the Mining Industry Pension Fund (“Fund”) in Zimbabwe, eligible employees contribute a fixed percentage of their eligible earnings to the Fund. Blanket Mine makes a matching contribution plus an inflation levy as a fixed percentage of eligible earnings of these employees. The total contribution by Blanket Mine for the year ended December 31, 2017 was $583 (2016: $567).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 58 

Caledonia Mining Corporation Plc

Additional information

DIRECTORS AND OFFICERS at March 21, 2018

   

BOARD OF DIRECTORS OFFICERS

L.A. Wilson (2) (3) (4) (5) (7)

Chairman of the Board

S. R. Curtis (5) (6) (7)

Chief Executive Officer

Non-executive Director Johannesburg, South Africa
Florida, United States of America  
   
S. R. Curtis (5) (6) (7) D. Roets (5) (6) (7)

Chief Executive Officer

Johannesburg, South Africa

Chief Operating Officer

Johannesburg, South Africa

   
J. L. Kelly (1) (2) (3) (5) (7) M. Learmonth (5) (7)

Non-executive Director

Connecticut, United States of America

Chief Financial Officer

Jersey, Channel Islands

   
J. Holtzhausen (1) (2) (4) (5) (6) (7) M. Mason (5) (7)

Chairman Audit Committee

Non-executive Director,

Cape Town, South Africa

VP Corporate Development and Investor Relations

London, England

   
M. Learmonth (5) (7) A. Chester (5)

Chief Financial Officer

Jersey, Channel Islands

 

General Counsel, Company Secretary and Head of Risk and Compliance

Jersey, Channel Islands

 
John McGloin (1) (3) (4) (6) (7) Board Committees
Non-executive Director (1) Audit Committee
Bishops Stortford, United Kingdom (2) Compensation Committee
  (3) Corporate Governance Committee
  (4) Nomination Committee
  (5) Disclosure Committee
 

(6) Technical Committee

(7) Strategic Planning Committee

 

 59 

Caledonia Mining Corporation Plc

Additional information

CORPORATE DIRECTORY as at March 21, 2018

 

CORPORATE OFFICES SOLICITORS
Jersey – Head and Registered Office Walkers
Caledonia Mining Corporation Plc Jersey, Channel Islands

3rd Floor

PO Box 72, Walkers House
Weighbridge House 28-34 Hill street, St Helier, Jersey, Channel Islands
St Helier  
Jersey JE2 3NF  
   
South Africa Borden Ladner Gervais LLP (Canada)
Caledonia Mining South Africa Proprietary Limited Suite 4100, Scotia Plaza
P.O. Box 4628 40 King Street West

Weltevreden park

Toronto, Ontario M5H 3Y4 Canada
South Africa  
Tel: +27(11) 447-2499 Fax: +27(11) 447-2554 Memery Crystal LLP (United Kingdom)
  44 Southampton Buildings
Zimbabwe London WC2A 1AP
Caledonia Holdings Zimbabwe (Private) Limited United Kingdom
P.O. Box CY1277  
Causeway, Harare AUDITORS
Zimbabwe KPMG Inc.
  85 Empire Road
Capitalization (March 21, 2017) Parktown 2193
Authorised:  10,603,153 South Africa
Shares, Warrants and Options Issued:

Tel: +27 83 445 1400, Fax: + 27 11 647 6018

Shares:           10,603,153  
Options:                38,000 REGISTRAR & TRANSFER AGENT
  Computershare
SHARE TRADING SYMBOLS 100 University Ave, 8th Floor,
NYSE American - Symbol "CMCL" Toronto, Ontario, M5J 2Y1
AIM - Symbol “CMCL”

Tel:+1 416 263 9483 

Toronto Stock Exchange - Symbol “CAL”  
  BANKERS
  Barclays
  Level 11
  1 Churchill place, Canary Wharf, London, E14 5HP
   
   

 

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