20-F 1 f20f_040218p.htm FORM 20-F

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

 

FORM 20-F

ANNUAL REPORT

 

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

[x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

 

OR

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ……………………………………………

 

For the transition period from ……………………………… to ………………………………

 

Commission file number 001-38164

 

Caledonia Mining Corporation Plc

(Exact name of Registrant as specified in its charter)

 

Jersey, Channel Islands

(Jurisdiction of incorporation or organization)

 

Caledonia Mining Corporation Plc

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

(Address of principal executive offices)

 

Mark Learmonth, +44 1534 679 800, marklearmonth@caledoniamining.com, 3rd Floor, Weighbridge House, St Helier, Jersey Channel Islands, JE2 3NF.

 

(Name, telephone, email and/or facsimile number and address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

 

Securities registered or to be registered pursuant to Section 12(g) of the Act

 

 

 

Common Shares, without par value - 10,603,153

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or stock as of the closing of the period covered by the annual report:

 

10,603,153 (“Common shares” or “shares”)

 

Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

[ ] Yes [X] No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

[ ] Yes [X] No

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days

 

[X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

[ ] Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, and/or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer [ ]  Accelerated filer [ ]  Non-accelerated filer [X]
       
      Emerging growth company [X]

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 2 

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP [ ]

 

International Financial Reporting Standards as issued by the International Accounting Standards Board [X]

 

Other [ ]

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow

 

Item 17 [ ]Item 18 [ ]

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

[ ] Yes [X] No

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court: N/A

 

 

 

 

 

 

 

 

 

 3 

 

tABLE OF cONTENTS

 

PART I

 

ITEM 1 - Identity of Directors, Senior Management and Advisers 9
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE 9
ITEM 3 - KEY INFORMATION 9
A. Selected Financial Data 9
B. Capitalization and Indebtedness 10
C. Reasons for the Offer and Use of Proceeds 10
D. Risk Factors 10
ITEM 4 - INFORMATION ON THE COMPANY 21
A. History and Development of the Company 21
B. Business Overview 23
C. Organizational Structure 24
D. Property, Plant and Equipment 24
ITEM 4A - UNRESOLVED STAFF COMMENTS 33
ITEM 5- OPERATING AND FINANCIAL REVIEW AND PROSPECTS 33
A. Operational Results 33
B. Liquidity and Capital Resources 39
C. Research and development, patents and licences 40
D. Trend Information 40
E. Off-Balance Sheet Arrangements 40
F. Tabular Disclosure of Contractual Obligations 40
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 41
A. Directors and Senior Management 41
B. Compensation 45
C. Board Practices 46
D. Employees 47
E. Share Ownership 47
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 48
A. Major Shareholders 48
B. Related Party Transactions 49
C. Interests of Experts and Counsel 49
ITEM 8 - FINANCIAL INFORMATION 49
A. Consolidated Statements and Other Financial Information 49
B. Significant Changes 49
ITEM 9 - THE OFFERING AND LISTING 50
A. Offering and Listing Details 50
ITEM 10 - ADDITIONAL INFORMATION 53
A. Share Capital 53
B. Articles of Association 53
C. Material Contracts 55
D. Exchange Controls 55
E. Taxation 56
F. Dividends and Paying Agents 60
G. Statement by Experts 60
H. Documents on Display 60
I. Subsidiary Information 60
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 61
A. Currency Risk 61
 4 

 

B. Interest Rate Risk 62
C. Concentration of Credit Risk 62
D. Liquidity Risk 63
E. Commodity Price Risk 63
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 63
PART II
ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES 64
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 64
ITEM 15 - CONTROLS AND PROCEDURES 64
ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT 65
ITEM 16B - CODE OF ETHICS 65
ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES 65
ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 66
ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 66
ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 66
ITEM 16G - CORPORATE GOVERNANCE 66
ITEM 16H - MINE SAFETY DISCLOSURE 67
PART III
ITEM 17 - FINANCIAL STATEMENTS 68
ITEM 18 - FINANCIAL STATEMENTS 68
ITEM 19 – EXHIBITS 68

 

 

 

 

 

 5 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Annual Report on Form 20-F ("Annual Report") and the exhibits attached hereto contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation that involve risks and uncertainties relating, but not limited to, the Company’s current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “target”, “intend”, “estimate”, “could”, “should”, “may” and “will” or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward-looking information in this Annual Report include: our reserve calculations with underlying assumptions, production guidance, estimates of future/targeted production rates, planned mill capacity increases, estimates of future metallurgical recovery rates and the ability to maintain high metallurgical recovery rates, Caledonia Mining Corporation Plc’s (“Caledonia” or “Company”) plans and timing regarding further exploration, drilling and development, the prospective nature of exploration and development targets, the ability to upgrade and convert mineral reserves, capital costs, our intentions with respect to financial position and third party financing and future dividend payments. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to: failure to establish estimated reserves, the grade and recovery of ore which is mined varying from estimates, success of future exploration and drilling programs, reliability of drilling, sampling and assay data, assumptions regarding the representativeness of mineralization being inaccurate, success of planned metallurgical test-work, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in government regulations, legislation and rates of taxation, inflation, changes in exchange rates and the availability of foreign exchange, fluctuations in commodity prices, delays in the development of projects and other factors.

 

Shareholders, potential shareholders and other prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such factors include, but are not limited to: risks relating to estimates of mineral reserves proving to be inaccurate, fluctuations in gold price, risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, power outages, explosions, landslides, cave-ins and flooding), risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business; inadequate insurance, or inability to obtain insurance, to cover these risks and hazards, employee relations; relationships with and claims by local communities and indigenous populations; political risk; availability and increasing costs associated with mining inputs and labor; the speculative nature of mineral exploration and development, including the risks of obtaining or maintaining necessary licenses and permits, diminishing quantities or grades of mineral reserves as mining occurs; global financial condition, the actual results of current exploration activities, changes to conclusions of economic evaluations, and changes in project parameters to deal with un-anticipated economic or other factors, risks of increased capital and operating costs, environmental, safety or regulatory risks, expropriation, the Company’s title to properties including ownership thereof, increased competition in the mining industry for properties, equipment, qualified personnel and their costs, risks relating to the uncertainty of timing of events including targeted production rate increase and currency fluctuations. Shareholders, potential shareholders and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Caledonia reviews forward-looking information for the purposes of preparing each annual report, however Caledonia undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

 

Status as an Emerging Growth Company

 

We are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We will continue to qualify as an "emerging growth company" until the earliest to occur of: (a) the last day of the fiscal year during which we had total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every 5 years by the United States Securities and Exchange Commission (“SEC”)) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous 3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer", as defined in Exchange Act Rule 12b-2. We expect to continue to be an emerging growth company for the foreseeable future.

 

 6 

Generally, a registrant that registers any class of its securities under section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that are neither an "accelerated filer" or a "larger accelerated filer" (as those terms are defined in Exchange Act Rule 12b-2), an auditor attestation report on management's assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report on management’s assessment of internal controls over financial reporting in its annual reports filed under the Exchange Act, even if we were to qualify as an "accelerated filer" or a "larger accelerated filer". In addition, Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) has been amended by the JOBS Act to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the company.

 

SPECIAL NOTE REGARDING LINKS TO EXTERNAL WEBSITES

 

Links to external, or third-party websites, are provided solely for convenience. We take no responsibility whatsoever for any third-party information contained in such third-party websites, and we specifically disclaim adoption or incorporation by reference of such information into this report.

 

NON-IFRS FINANCIAL INFORMATION

 

This Annual Report contains financial statements of the Company prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).  In addition, this Annual Report also contains non-IFRS financial measures (“Non-IFRS Measures”) including “on-mine cost per ounce”, “all-in sustaining cost per ounce”, “all-in cost per ounce”, “average realized gold price” and “adjusted earnings per share” as we believe these are useful metrics for measuring our performance. However, these Non-IFRS Measures do not have any standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS.

 

Foreign Private Issuer Filings

 

We are considered a “foreign private issuer” pursuant to Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In our capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

 

For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F and furnish our quarterly financial statements on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. However, the information we file or furnish may not be the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.

 

 7 

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by United States residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are United States citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States. If we lose our “foreign private issuer status” we would be required to comply with Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirement for “foreign private issuers”.

 

 

 

 

 

 

 

 

 

 

 

 

 

 8 

PART I

 

ITEM 1 - Identity of Directors, Senior Management and Advisers

 

Not Applicable.

 

ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not Applicable.

 

ITEM 3 - KEY INFORMATION

 

A.Selected Financial Data

 

The following tables present our selected consolidated financial data. You should read these tables in conjunction with our audited Consolidated Financial Statements and accompanying notes included in Item 18 of this Annual Report and “Operating and Financial Review and Prospects” included in Item 5 of this Annual Report.

 

The selected consolidated financial information set forth below has been derived from our audited Consolidated Financial Statements that are prepared in accordance with IFRS, which differ in certain respects from the principles we would have followed had our Consolidated Financial Statements been prepared in accordance with U.S. GAAP. The selected consolidated financial information should be read in conjunction with our Consolidated Financial Statements and related notes thereto.

 

Financial – All in USD’000’s unless indicated otherwise 2017 2016 2015 2014(2) 2013(2)
Revenue 69,762 61,992 48,977 53,313 63,217
Gross Profit 26,321 23,492 13,181 18,543 29,010
Net Income /(Loss) – after tax from operations 11,896 11,085 5,590 5,946 (477)
Net Income /(Loss) – after tax from continuing operations 11,896 11,085 5,590 5,946 (477)
Profit /(Loss) attributable to owners of the Company 9,384 8,526 4,779 4,435 (2,967)
Net cash and cash equivalent 12,756 14,335 10,880 23,082 21,901
Current Assets 27,913 25,792 23,562 31,743 33,800
Total Assets 110,056 90,709 72,838 66,479 65,072
Current Liabilities 15,602 9,832 8,397 4,972 7,044
Non-current Liabilities 25,243 21,560 14,080 11,164 9,437
Net Assets/Total equity 69,211 59,317 50,361 50,343 48,591
Total Capital Expenditures – Cash 21,639 19,885 16,567 6,150 11,396
Dividend per share – cents (1) 27.4 24.5 24 27 49
Earnings/(loss) per share – cents (1) 86.5 79.5 44.5 42 (27)
Diluted earnings/(loss) per share – cents (1) 86.4 79 44.5 42 (27)

 

 

 9 

Share Information

  2017 2016 2015 2014 2013
Market Capitalization at December 31 (3) 77,932 60,178 32,209 31,791 39,088
Shares Outstanding (Thousands)(1) 10,603 10,557 10,416 10,423 10,423
Options  Outstanding (Thousands)(1) 28 92 448 513 570

 

(1)All dividends per share, earnings per share, diluted earnings per share and option numbers are stated on the bases of the 1:5 Share Consolidation on June 26, 2017 and the 1:10 share consolidation that took place in 2013.
(2)All amounts before January 1, 2015 have been restated to United States Dollar (“USD”) or (“$”).
(3)Based on the NYSE American share price quoted in USD from July 27, 2017. Amounts before July 27, 2017 were based on the OTCQX share price quoted in USD.

 

B.Capitalization and Indebtedness

 

Not applicable.

 

C.Reasons for the Offer and Use of Proceeds

 

Not Applicable.

 

D.Risk Factors

 

An investment in our shares involves a high degree of risk and should be considered speculative. You should carefully consider the following risks set out below and other information before investing in our shares. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations or cash flows could be adversely affected, the trading price of our shares could decline and all or part of any investment may be lost.

 

Our operations are highly speculative due to the high-risk nature of our business, which include the acquisition, financing, exploration, development of mineral infrastructure and operation of mines. The risks and uncertainties set out below are not the only ones we face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our operations. If any of the risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our shares could decline and investors could lose part or all of their investment. Our business is subject to significant risks and past performance is no guarantee of future performance.

 

Our shares may not continue to be listed on the NYSE American

 

Failure to meet the applicable maintenance requirements of the NYSE American could result in our shares being delisted from the NYSE American.  If we are delisted from the NYSE American, our shares may be eligible for trading on an over-the-counter market in the United States.  In the event that we are not able to obtain a listing on another U.S. stock exchange or quotation service for our shares, it may be extremely difficult or impossible for shareholders to sell their shares in the United States.  Moreover, if we are delisted from the NYSE American, but obtain a substitute listing for our shares in the United States, it will likely be on a market with less liquidity, and therefore potentially more price volatility, than the NYSE American.  Shareholders may not be able to sell their shares on any such substitute U.S. market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market.  As a result of these factors, if our shares are delisted from the NYSE American, the price of our shares is likely to decline.  In addition, a decline in the price of our shares will impair our ability to obtain financing in the future.

 

Future sales of our shares into the public market by holders of our options may lower the market price, which may result in losses to our shareholders.

 

As of March 30, 2018, we had 10,603,153 shares issued and outstanding.  In addition, as of March 30, 2018, 38,000 shares were issuable upon exercise of outstanding stock options, all of which may be exercised in the future resulting in dilution to our shareholders.  As of March 30, 2018 we may issue stock options to purchase an additional 1,022,315 shares under our existing stock option plan.  As of March 30, 2018, our senior officers and directors beneficially owned, as a group, 252,599 Shares (2.38% of our issued share capital), including stock options to acquire an additional 18,000 shares. Sales of substantial amounts of our shares into the public market, by our officers or directors or pursuant to the exercise of options, or even the perception by the market that such sales may occur, may lower the market price of our shares.

 

 10 

The price of gold is subject to volatility and may have a significant effect on our future activities and profitability.

 

Our revenues, operations and exploration and development projects are, and are expected to be, heavily derived from and influenced by the price of gold, which is particularly subject to fluctuation and has fluctuated significantly in recent years. The price of gold is affected by numerous factors beyond our control including, but not limited to: international economic and political conditions; expectations of inflation; international currency exchange rates; interest rates; global or regional consumption patterns; speculative activities; levels of supply and demand; increased production due to new mine developments and improved mining and production methods; availability and costs of metal substitutes; and inventory carrying costs. The effect of these factors on the price of gold, and therefore the economic viability of our operations, cannot be accurately predicted. Blanket Mine (1983) (Private) Limited, the company which owns the Blanket Mine (all hereinafter referred to as “Blanket” or “Blanket Mine” as the context requires) continues to sell all of its gold production from the Blanket Mine, to Fidelity Printers and Refiners Ltd (“Fidelity”), as required by Zimbabwean legislation, and receives the spot price of gold less an early settlement discount of 1.25%. No gold hedge is currently in place, giving the Company full exposure to gold price fluctuations.

 

We cannot guarantee that there will not be an increase in input costs affecting our results of operations and financial performance.

 

Mining companies generally have experienced higher costs of steel, reagents, labor and electricity and from local and national government for levies, fees, royalties and other direct and indirect taxes. Our planned growth at Blanket Mine should allow the fixed cost component to be absorbed over increased production, thereby helping to alleviate somewhat the net cash effect of any further cost increases due to increased revenue cash flows. However, there can be no assurance that we will be able to control such input costs and any increase in input costs above our expectations may have a negative result on our results of operations and financial performance.

 

Our operations may be subject to increased costs or even suspended or terminated as a result of any loss of required infrastructure in our operations.

 

Infrastructure, including water and electricity supplies, that is currently available and used by us may, as result of adverse climatic conditions, natural disaster, incorrect or inadequate maintenance, sabotage or for other reasons, be destroyed or made unavailable or available in a reduced capacity. Were this to occur, operations at our properties may become more costly or have to be curtailed or even terminated, potentially having serious adverse consequences to our financial condition and viability that could, in turn, have a material adverse effect on our business, results of operations or financial performance. Blanket also has a combined 16MW of installed stand-by diesel generating capacity which is sufficient to allow all mining and processing activities and shaft-sinking work at the central shaft to continue if there are any interruptions to the Zimbabwe Electricity Supply Authority (“ZESA”) supply.

 

We do business in countries and jurisdictions outside of the United States where different economic, cultural, regulatory and political environments could adversely impact our business, results of operations and financial condition.

 

The jurisdictions in which we operate are unpredictable. Assets and investments in these foreign jurisdictions are subject to risks that are usually associated with operating in a foreign country and any of these could result in a material adverse effect on our business, results of operations or financial performance. These risks include, but are not limited to, access to assets, labor disputes and unrest; arbitrary revocation of government orders, approvals, licences and permits; corruption; uncertain political and economic environments; bribery; war; civil disturbances and terrorist actions; sudden and arbitrary changes to laws and regulations; delays in obtaining government permits; limitations on foreign ownership; more onerous foreign exchange controls; currency devaluations; import and export regulations; inadequate, damaged or poorly maintained infrastructure; and endemic illnesses. There can be no guarantee that governments in these jurisdictions will not unilaterally expropriate the property of companies that are involved in mining.

 

 11 

Caledonia’s mining operations are conducted in Zimbabwe and, as such, these operations are exposed to various levels of political, economic and other risks and uncertainties in addition to those set out above. These risks and uncertainties include, but are not limited to, expropriation and nationalization, or mandatory levels of Zimbabwean ownership beyond currently mandated levels; renegotiation, nullification or partisan terms of existing concessions, licences, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

 

In 2009, the government of Zimbabwe made foreign currencies legal tender in Zimbabwe and abolished the Zimbabwe dollar. However, there is no guarantee that the Zimbabwe government will not reintroduce a local currency. The approval of the Reserve Bank of Zimbabwe (“RBZ”) is required for all flows of money into and out of Zimbabwe. Caledonia and its subsidiaries have not encountered difficulty in obtaining the necessary approval from the RBZ. Zimbabwe is experiencing a shortage of currency inflows, which means that foreign payments from Zimbabwe may encounter delays in execution.

 

If one of more of these risks occur, it could have a material and adverse effect on our business, results of operations or financial performance.

 

In May 2016 the RBZ announced an export incentive scheme to encourage increased gold production and thereby increase the quantity of gold available for export from Zimbabwe. In terms of the 2017 provisions of the scheme, Blanket received an increased export incentive credit in its account with Fidelity to the value of 3.5% of the sale proceeds of the gold sold to Fidelity, up from 2.5% in 2016. Future export incentive rates and future cash receipts cannot be guaranteed. As at the date of approval of this document all export incentive credits due in 2017 and 2016 were received.

 

Changes to Zimbabwean legislation in January 2014 required all Zimbabwean gold producers to sell their production to Fidelity for a sale value which represents 98.75% of the value of the gold contained. Prior to this change, Blanket Mine sold its gold to a non-Zimbabwean refiner and received 100% of the value of the gold contained. With effect from February 3, 2015, Blanket receives 98.75% of the value of the gold it delivers to Fidelity. In an attempt to stimulate increased gold production, the Government of Zimbabwe reduced the royalty rate applicable to large scale gold producers in Zimbabwe from 5% to 3% for sales in 2016 that exceed the sales made in 2015. In 2016 Blanket sold 7,326 more ounces than it sold in 2015, which resulted in a reduction in the royalty charge of approximately $181,000. At the date of this document the refund of $181,000 was not received and an allowance for impairment was made in the Consolidated Financial Statements; refer note 11 and 17.

 

Our operations are subject to various government approvals, permits, licenses and legal regulation for which no assurance can be provided that if such approvals, permits or licenses will be obtained or if obtained will not be revoked or suspended or any continued compliance with applicable laws or regulations thereunder.

 

Government approvals, permits and licenses are required in connection with a number of our activities and additional approvals, permits and licenses may be required in the future. The duration and success of our efforts to obtain approvals, permits and licenses are contingent upon many variables outside of our control. Obtaining governmental approvals, permits and licenses can increase costs and cause delays depending on the nature of the activity and the interpretation of applicable requirements implemented by the relevant authority. While we and our affiliates currently hold the necessary licenses to conduct operations there can be no assurance that all necessary approvals, permits and licenses will be maintained or obtained or that the costs involved will not exceed our estimates or that we will be able to maintain such permits or licenses. To the extent such approvals, permits and licenses are not obtained or maintained, we may be prohibited from proceeding with planned drilling, exploration, development or operation of properties which could have a material adverse effect on our business, results of operations and financial performance.

 

In addition, failure to comply with applicable laws, regulations and requirements in the countries in which we operate may result in enforcement action, including orders calling for the curtailment or termination of operations on our property, or calling for corrective or remedial measures requiring considerable capital investment. Although we believe that our activities are currently carried out in all material respects in accordance with applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail production or development of our properties or otherwise have a material adverse effect on our business, results of operations and financial performance.

 

 12 

We face risks related to mining, exploration and mine construction, if warranted, on potential properties.

 

Our level of profitability, if any, in future years will depend on whether the Blanket Mine produces at forecasted rates and whether any exploration stage properties can be brought into production. The mining, exploration and development of mineral deposits involves significant risks. It is impossible to ensure that any current and future exploration programs will establish reserves. Whether a mineral ore body will be commercially viable depends on a number of factors, and the exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us receiving an adequate return on invested capital. The exploration, development and production activities are subject to political, economic and other risks, including:

 

-cancellation or renegotiation of contracts;
-changes in local and foreign laws and regulations;
-changes in tax laws;
-delays or refusal in granting prospecting permissions, mining authorizations and work permits for foreign management staff;
-environmental controls and permitting;
-expropriation or nationalization of property or assets;
-foreign exchange controls and the availability of foreign exchange;
-government mandated social expenditures;
-import and export regulation, including restrictions on the sale of production in foreign currencies;
-industrial relations and the associated stability thereof;
-inflation of cost that is not compensated for by a currency devaluation;
-requirement that a foreign subsidiary or operating unit have a domestic joint venture partner, which, possibly, the foreign company must subsidize;
-restrictions on the ability of local operating companies to sell their production for foreign currencies, and on the ability of such companies to hold these foreign currencies in offshore and/or local bank accounts;
-restrictions on the ability of a foreign company to have management control of exploration and/or development and/or mining operations;
-restrictions on the remittance of dividend and interest payments offshore;
-retroactive tax or royalty claims;
-risks of loss due to civil strife, acts of war, guerrilla activities, insurrection and terrorism;
-royalties and tax increases or claims by governmental entities;
-unreliable local infrastructure and services such as power, water, communications and transport links;
-demands or actions by native or indigenous groups;
-other risks arising out of foreign sovereignty over the areas in which operations are conducted; and
-lack of investment funding.

 

Such risks could potentially arise in any country in which we operate.

 

As a result of the foregoing, our exploration, development and production activities in Zimbabwe may be substantially affected by factors beyond our control, any of which could materially adversely affect our financial position or results from operations. Furthermore, in the event of a dispute arising from such activities, we may be subject to exclusive jurisdiction of courts outside North America or may not be successful in subjecting persons to the jurisdiction of the courts in North America, which could adversely affect the outcome of a dispute.

 

We will need to identify new reserves to replace mineral reserves that has been depleted by mining activities and to commence new projects. No assurance can be given that exploration activities by us will be successful in identifying sufficient mineral reserves of an adequate grade and suitable metallurgical characteristics suitable for further development or production.

 

Blanket Mine is our principal mining asset. In addition, Blanket Mine has title to numerous but smaller satellite properties in the surrounding Gwanda greenstone terrain. These satellite properties are in the exploration stage and are without any known bodies of commercial ore. Further development of the properties will only proceed upon obtaining satisfactory exploration results. There is no assurance that our mineral exploration activities will result in any discoveries of commercial bodies of mineral reserves. The long-term profitability of our operations will, in part, be directly related to the costs and success of our exploration programs, which may be affected by a number of factors.

 

 13 

There can be no assurance, even when an economic deposit of minerals is located, that any of our property interests can be commercially mined. The exploration and development of mineral deposits involve a high degree of financial risk over a significant period of time which a combination of careful evaluation, experience and knowledge of management may not eliminate. While discovery of additional ore-bearing structures may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that our current exploration programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, directly related to the cost and success of its exploration and development programs which may be affected by a number of factors. Additional expenditures are required to establish reserves which are sufficient to commercially mine and to construct, complete and install mining and processing facilities in those properties that are actually mined and developed.

 

Further development and commercial production at Blanket Mine and the other surrounding properties cannot be assured.

 

We are engaged in further development activities at Blanket Mine and its surrounding properties. Estimates for future production, at Blanket Mine, are based on mining plans and are subject to change. Production estimates are subject to risk and no assurance can be given that future production estimates will be achieved. Actual production may vary from estimated production for a variety of reasons including un-anticipated variations in grades, mined tonnages and geological conditions, accident and equipment breakdown, changes in metal prices and the cost and supply of inputs and changes to government regulations. Construction and development of projects are subject to numerous risks including, but not limited to: obtaining equipment, permits and services; changes in regulations; currency rate changes; labor shortages; fluctuations in metal prices; and the loss of community support.

 

Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes to extract gold from ore and to develop the mining, processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be capable of economic extraction by metallurgical process, or discovered in sufficient quantities or grades, or the estimated operating costs of the mining venture are sufficient, to justify development of the deposit, or that the funds required for development can be obtained on a timely and economically acceptable basis.

 

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be predicted, such as metal price and market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. Depending on the price of minerals produced, the Company may determine that it is not commercially feasible to commence or continue commercial production.

 

We face credit risk exposure from counterparties to certain contractual obligations and there is no assurance that any such counterparty may not default in such obligation causing us to incur a financial loss.

 

Credit risk is the risk that a party with a contractual obligation with us will default causing a loss. New regulations introduced by the Zimbabwean Ministry of Finance in January 2014 require that all gold produced in Zimbabwe must be sold to Fidelity, a company which is controlled by the Zimbabwean authorities. Accordingly, all of our production from Blanket Mine is sold to Fidelity. At the date of approval of this document, Blanket has received all payments due from Fidelity in full and on time. This arrangement introduces a credit risk, beyond our control, that receivables and contractual performance due from Fidelity will not be paid or performed in a timely manner, or at all. If Fidelity or the Zimbabwean government were unable or unwilling to conduct business with us, or satisfy obligations to us, we could experience a material adverse effect upon our operations and financial performance.

 

The mining industry is highly competitive and there is no guarantee we will always be able to compete effectively.

 

The mining industry is a highly diverse and competitive international business. The selection of geographic areas of interest are only limited by the degree of risk a company is willing to accept by the acquisition of properties in emerging or developed markets and/or prospecting in explored or virgin territory. Mining, by its nature, is a competitive business with the search for fresh ground with good exploration potential and the raising of the requisite capital to move projects forward to production. There is aggressive competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. We will compete with other interests, many of which have greater financial resources than we will have, for the opportunity to participate in promising projects. Such competition may have better access to potential resources, more developed infrastructure, more available capital, have better access to necessary financing, and more knowledgeable and available employees than us. We may encounter competition in acquiring mineral properties, hiring mining professionals, obtaining mining resources, such as manpower, drill rigs, and other mining equipment. Such competitors could outbid us for potential projects or produce gold at lower costs. Increased competition could also affect our ability to attract necessary capital funding or acquire suitable properties or prospects for gold exploration or production in the future. Significant capital investment is required to achieve commercial production from successful exploration and development efforts. Globally, the mining industry is prone to cyclical variations in the price of the commodities produced by it, as dictated by supply and demand factors, speculative factors and industry-controlled marketing cartels. Nature provides the ultimate uncertainty with geological and occasionally climatic surprises. Commensurate with the acceptance of this risk profile is the potential for high rewards. If we are unable to successfully compete for properties, capital, customers or employees it could have a materially adverse effect on our results of operations.

 

 14 

We were required to facilitate the economic participation of certain indigenous groups in our business and there can be no assurance that such required participation was at fair market value or that the terms of the agreements can be amended.

 

The government of Zimbabwe introduced legislation in 2012 requiring companies to facilitate participation in their shareholdings and business enterprises by the indigenous population (typically referred to as indigenisation). It is not assured that such interests were paid for at full fair value. As reported, Blanket Mine has complied with the requirements of the Indigenisation and Economic Empowerment Act in Zimbabwe whereby indigenous shareholders legally own 51% ownership of Blanket Mine since September 2012.

 

Pronouncements from the Zimbabwe Government following the appointment of the new President in late 2017 announced a relaxation in the indigenisation policy which, amongst other things, includes the removal of an indigenisation requirement for gold mining companies. These pronouncements were passed into law in March 2018. In light of the changed legislation, the Company intends to evaluate the potential to buy back shareholdings in Blanket that are currently held by certain indigenous partners other than the employee and community shareholders. At this stage there is no certainty that agreement will be reached on transactions in respect of any shareholding.

 

We currently do not depend on our ability to successfully access the capital and financial markets. However, should our financial position change any inability to access the capital or financial markets may limit our ability to execute our business plan or pursue investments that we may rely on for future growth.

 

We expect that, for at least fiscal years 2018 through to 2021, we can fund all of our current exploration, development and production operations from cash on hand, overdraft and debt facilities and cash generated from operating activities.

 

Depending on our ability to generate income from our operations, we may require further financing for current and future exploration and development. Should our projections for fiscal years 2018 through to 2021 prove incorrect, in order to finance our working capital needs, we may have to raise funds through the issuance of additional equity or debt securities. Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results.

 

If we are unable to obtain additional financing, as needed, at competitive rates, our ability to implement our business plan and strategy may be affected, and we may be required to reduce the scope of our operations and scale back our exploration and development programs as the case may be. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.

 

Our share price has been and is likely to continue to be volatile and an investment in our shares could suffer a decline in value.

 

Market prices for mining company securities, by their nature, are volatile. Factors, such as rapidly changing commodity prices, political unrest globally and in countries where we operate, speculative interest in mining stocks etc. are but a few factors affecting the volatility of the share price. Our shares are listed in the U.S. on the NYSE American, in Canada on the Toronto Stock Exchange (“TSX”) and depository interests representing our shares are admitted to trading on AIM of the London Stock Exchange (“AIM”) (the use of the term “share” in this Annual Report also, where the context requires, extends to a depositary interest representing a share).

 

 15 

You should consider an investment in our shares as risky and invest only if you can withstand a significant loss and wide fluctuations in the market value of your investment. The market price of our shares may be highly volatile and subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate and cause significant price variations to occur. If the market price of our shares declines significantly, you may be unable to resell your shares at or above the purchase price, if at all. We cannot assure you that the market price of our shares will not fluctuate or significantly decline in the future. Factors affecting our share price include but are not limited to:

 

actual or expected fluctuations in our operating results;
actual or expected changes in our growth rates or our competitors’ growth rates;
changes in the market price of gold;
changes in the demand for gold;
high extraction costs;
accidents;
changes in market valuations of similar companies;
additions to or departures of our key personnel;
actual or anticipated fluctuations in our quarterly operating results or those of our competitors;
publication of research reports by securities analysts about us or our competitors in the industry;
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
fluctuations of exchange rates between the USD, GBP, CAD and the South African rand;
changes or proposed changes in laws and regulations affecting the gold mining industry;
changes in trading volume of our shares on the NYSE American, TSX or AIM;
sales or perceived potential sales of our shares by us, our directors, senior management or our shareholders in the future;
short selling or other market manipulation activities;
announcement or expectation of additional financing efforts;
terrorist acts, acts of war or periods of widespread civil unrest;
natural disasters and other calamities;
litigation involving us, including: shareholder litigation, investigations or audits by regulators into our operations; or proceedings initiated by our competitors or clients;
strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
the passage of legislation or other regulatory developments affecting us or our industry;
fluctuations in the valuation of companies perceived by investors to be comparable to us; and
conditions in the U.S., Canadian and United Kingdom financial markets or changes in general economic conditions.

 

We are dependent on key management employees.

 

Our success depends (i) on the continued contributions of our directors, executive officers, management and consultants, and (ii) on our ability to attract new personnel whenever we seek to implement our business strategy. The loss of the services of any of these persons could have a materially adverse effect on our business, prospects results of operations and financial performance. The limited availability of mining and other technical skills and experience in Zimbabwe and the difficulty of attracting appropriately skilled employees to Zimbabwe creates a risk that appropriate skills may not be available if, for whatever reason, the current skills base at the Blanket Mine is depleted. There is no assurance that we will always be able to locate and hire all of the personnel that we may require. Where appropriate, we engage with consulting and service companies to undertake some of the work functions.

 

Our mineral rights may be subject to defects in title.

 

We are not currently aware of any significant competing ownership claims or encumbrances respecting title to our properties. However, the ownership and validity or title of unpatented mining claims and concessions are often uncertain and may be contested. We also may not have, or may not be able to obtain, all necessary surface rights to develop a property. Although we have taken reasonable measures to ensure proper title to our properties, there is no guarantee of title to our properties or that competing ownership claims or encumbrances respecting our properties will not be made in the future. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained secure claims to individual mineral properties or mining concessions may be severely constrained. Our mineral properties may be subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects. We may incur significant costs related to defending the title to our properties. A successful claim contesting our title to a property may cause us to compensate other persons or perhaps reduce our interest in the affected property or lose our rights to explore and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to the property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time from ongoing exploration and, if warranted, development programs. Any impairment or defect in title could have a negative impact on us.

 

 16 

We are subject to operational hazards and risks that could have a material adverse effect on our business, results of operations and financial performance.

 

We are subject to risks typical in the mining business. These include, but are not limited to, operational issues such as unexpected geological conditions or earthquakes causing unanticipated increases in the costs of extraction or leading to falls of ground and rock bursts, particularly as mining moves into deeper levels. Major cave-ins, flooding or fires could also occur under extreme conditions. Although equipment is monitored and maintained and all staff receive safety training, accidents caused by equipment failure or human error could occur. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. As a result, we may incur significant liabilities and costs that could have a material adverse effect upon our business, results of operations and financial performance.

 

Lawsuits may be filed against us and an adverse ruling in any such lawsuit could have a material adverse effect on our business, results of operations and financial performance.

 

We may become party to legal claims arising in the ordinary course of business. There can be no assurance that unforeseen circumstances resulting in legal claims will not result in significant costs or losses. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition and results of operations. Even if we prevail in any such legal proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from our business operations, which could adversely affect our financial condition. In the event of a dispute arising in respect of our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States of America, Canada, the United Kingdom, Jersey Channel Islands or international arbitration. The legal and political environments in which we operate may make it more likely that laws will not be enforced and that judgments will not be upheld. If we are unsuccessful in enforcing our rights under the agreements to which we are party to or judgments that have been granted, or if laws are not appropriately enforced, it could have a material adverse effect on our business, results of operations and financial performance.

 

We face risks related to illegal mining at Blanket Mine and no assurance can be provided that such illegal mining will not have an adverse effect on our business, results of operations and financial performance.

 

Illegal mining activities on properties controlled by Blanket have been identified. This gives rise to increased security costs and an increased risk of theft and damage to equipment. Blanket has received adequate support and assistance from the Zimbabwean police in investigating such cases but there can be no guarantee that the support from the Zimbabwean police will continue and whether their support will stop illegal mining activities.

 

Most of our employees are members of the Associated Mine Workers Union of Zimbabwe and any work stoppage or industrial action implemented by the union may affect our business, results of operations and financial performance.

 

Most of the employees are members of the Associated Mine Workers Union of Zimbabwe. Pay rates for all wage-earning staff are negotiated on a Zimbabwe industry-wide basis between the union and representatives of the mine owners. Any industrial action called by the union may affect our operations even though our operations may not be at the root cause of the action. Strikes, lockouts or other work stoppages could have a material adverse effect on our business, results of operations and financial performance. In addition, any work stoppage or labor disruption at key customers or service providers could impede our ability to supply products, to receive critical equipment and supplies for our operations or to collect payment from customers encountering labor disruptions. Work stoppages or other labor disruptions could increase our costs or impede our ability to operate.

 

 17 

There can be no assurance that changes to any environmental, health and safety laws to which we are currently subject would not adversely affect our exploration and development programs.

 

Our exploration, development and operations are subject to environment, health and safety (“EH&S”) laws and regulations in the countries in which the relevant activity is being conducted. There is no assurance that future changes in EH&S, if any, will not adversely affect our exploration and development programs or our operations. There is no assurance that regulatory and environmental approvals required under EH&S will be obtained on a timely basis or if at all. A breach of EH&S may result in the temporary suspension of operations, the imposition of fines, other penalties (including administrative penalties and regulatory prosecution), and government orders, which could potentially have a material adverse effect on operations.

 

Due to the nature of our business, our operations face extensive EH&S risks.

 

Gold mining is exposed to numerous risks and events, the occurrence of which may result in the death of, or personal injury, to employees. EH&S legislation applicable to us could suspend part or all of our operations. EH&S incidents could therefore lead to increased unit production costs or lower production which could negatively affect our business, operating and/or financial results.

 

We may enter into acquisitions or other material transactions at any time.

 

We continually seek to replace and expand our reserves through the exploration of our existing properties and may expand through acquisitions of interests in new properties or of interests in companies which own such properties. Acquisitions involve a number of risks, including: the possibility that we, as a successor owner, may be legally and financially responsible for liabilities of prior owners; the possibility that we may pay more than the acquired company or assets are worth; the additional expenses associated with completing an acquisition and amortizing any acquired intangible assets; the difficulty of integrating the operations and personnel of an acquired business; the challenge of implementing uniform standards, controls, procedures and policies throughout an acquired business; the inability to integrate, train, retain and motivate key personnel of an acquired business; and the potential disruption of our ongoing business and the distraction of management from its day-to-day operations. These risks and difficulties, if they materialize, could disrupt our ongoing business, distract management, result in the loss of key personnel, increase expenses and may have a material adverse effect on our business, results of operations and financial performance.

 

As a foreign private issuer, we are permitted to file less information with the SEC than a company that is not a foreign private issuer or that files as a domestic issuer.

 

As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as a company that files as a domestic issuer whose securities are registered under the Exchange Act, nor are we generally required to comply with the SEC’s Regulation FD, which restricts the selective disclosure of material non-public information. For as long as we are a “foreign private issuer” we intend to file our annual financial statements on Form 20-F and furnish our quarterly financial statements on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.

 

We may lose our foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting and other expenses.

 

We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. In order to maintain our current status as a foreign private issuer, either (1) a majority of our shares must be either directly or indirectly owned of record by non-residents of the United States or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of our assets cannot be located in the United States and (c) our business must be administered principally outside the United States. If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would also be subject to additional restrictions on offers and sales of securities outside the United States and would have to comply with the generally more restrictive Regulation S requirements under the Securities Act that apply to U.S. domestic companies, which could limit our ability to access capital markets in the future. The regulatory and compliance costs to us under U.S. securities laws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs.

 

 18 

We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies may make our shares less attractive to investors and, as a result, adversely affect the price of our shares and result in a less active trading market for our shares.

 

We are an emerging growth company as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. For example, we have qualified for an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting, and we will not provide such an attestation from our auditors.

 

We may avail ourselves of these disclosure exemptions until we are no longer an emerging growth company. We cannot predict whether investors will find our shares less attractive because of our reliance on some or all of these exemptions. If investors find our shares less attractive, it may adversely impact the price of our shares and there may be a less active trading market for our shares.

 

We will cease to be an emerging growth company upon the earliest of:

 

·the last day of the fiscal year during which we have total annual gross revenues of $1,070,000,000 (as such amount is indexed for inflation every five years by the SEC or more);

 

·the last day of our fiscal year following the fifth anniversary of the completion of our first sale of equity securities pursuant to an effective registration statement under the Securities Act;

 

·the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non- convertible debt; or

 

·the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b–2 of the Exchange Act, which would occur if the market value of our shares that are held by non-affiliates exceeds $700,000,000 as of the last day of our most recently-completed second fiscal quarter.

 

If we fail to establish and maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

 

Section 404(a) of the Sarbanes-Oxley Act requires that our management assess and report annually on the effectiveness of our internal controls over financial reporting and identify any material weaknesses in our internal controls over financial reporting. Although Section 404(b) of the Sarbanes-Oxley Act requires our independent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal controls over financial reporting, we have opted to rely on the exemptions provided to us by virtue of being a foreign private issuer and an emerging growth company, and consequently will not be required to comply with SEC rules that implement Section 404(b) of the Sarbanes-Oxley Act until we lose our emerging growth company status.

 

If either we are unable to conclude that we have effective internal controls over financial reporting or, at the appropriate time, our independent auditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal controls over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of our shares could decline and we may be subject to litigation or regulatory enforcement actions.

 

 19 

There is uncertainty with our Mineral Reserve estimates.

 

Our ore reserve figures described in this document are management’s best estimates and are reported in accordance with the requirements of Industry Guide 7 (“IG 7”) of the SEC. These estimates may not reflect actual reserves or future production. Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might ultimately cause our reserve estimates to decline. Moreover, if the gold price declines, or if our labor, consumable, electricity and other production costs increase or recovery rates decrease, it may become uneconomical to recover our reserves. Under these circumstances, we would be required to re-evaluate our reserves. The reserve estimates are based on drilling results and because unforeseen conditions may occur, the actual results may vary from the initial estimates. These factors could result in reductions in our reserve estimates, which could in turn adversely impact the total value of our business.

 

There are differences in U.S. and Canadian reporting of mineral reserves and mineral resources.

 

From time to time, we also report mineral resources in accordance with the Canadian requirements set forth in Canadian National Instrument 43-101 which are not directly comparable to SEC mineral reporting and disclosure requirements. The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and sometimes used by the Company pursuant to Canadian National Instrument 43-101; however, these terms are not defined terms under IG 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of the measured mineral resources, indicated mineral resources, or inferred mineral resources will ever be upgraded to a higher category.

 

Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report “resources” as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in some of our reports may not be comparable to information made public by United States companies subject to the reporting and disclosure requirements of the SEC.

 

Further, the terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum standards. These definitions differ from the definitions in IG 7. Under IG 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and all necessary permits or governmental authorizations must be filed with the appropriate governmental authority.

 

Accordingly, information contained in some of the reports containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

U.S. investors may not be able to enforce their civil liabilities against us or our directors and officers.

 

It may be difficult to bring and enforce suits against us, because we were amalgamated and exist under the laws of Jersey, Channel Islands and are situated in Jersey, Channel Islands and do not have assets located in the United States.

 

All of our assets are located outside the United States and most of our directors and all of our officers are residents of countries other than the United States.  As a result, it may be difficult for investors to effect service of process on us or these non-United States resident persons within the United States or to realize in the United States upon judgments obtained in the United States based on the civil liability provisions of the U.S. federal securities laws against us or our officers and non-United States resident directors.  In addition, our U.S. shareholders should not assume that the courts of Jersey, Channel Islands (i) would enforce judgments of U.S. courts obtained in actions against us, our officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us, our officers or directors predicated upon the U.S. federal securities laws or other laws of the United States.

 

 20 

We are incorporated under the laws of Jersey, Channel Islands and our principal offices are located outside of the United States which could have negative tax consequences for U.S. investors.

 

We are incorporated under the laws of Jersey, Channel Islands and are located outside of the United States. Accordingly, U.S. investors could be subject to negative tax consequences.  If we choose to make an offering of securities in the United States, the applicable prospectus is expected to include a discussion of the material United States tax consequences relating to the purchase, ownership and disposition of any securities offered thereby, to the extent not set out in this Annual Report; however, investors should consult their own tax advisors as to the consequences of investing in Caledonia.

 

ITEM 4 - INFORMATION ON THE COMPANY

 

A.History and Development of the Company

 

Caledonia Mining Corporation Plc (previously Caledonia Mining Corporation) was incorporated, effective February 5, 1992, by the amalgamation of three predecessor companies and was registered at the time under the Canada Business Corporations Act.

 

Following the creation of Caledonia its shares were listed on the TSX and quoted on the NASDAQ small caps market. On October 16, 1998, Caledonia announced that NASDAQ would no longer quote its securities for trading. Caledonia’s stock commenced trading on the OTCQX in June 2005.

 

Effective March 19, 2016, the Company re-domiciled from Canada to Jersey using a legal process called “Continuance”. The Continuance had no effect on the Company’s listing on the TSX or on the trading facilities on AIM in London or on the OTCQX in the United States of America.

 

On June 26, 2017, following approval by shareholders at the annual general meeting held on June 19, 2017, Caledonia’s shares underwent an effective 5:1 reverse share split by way of a 100:1 share consolidation, coupled with a share buyback of resulting fractions, followed by an immediate 1:20 share division.

 

On July 24, 2017 the Company announced that its shares would be listed on the NYSE American and trading began on July 27, 2017. The trading of the Company’s shares on the OTCQX ceased upon the commencement of trading on the NYSE American.

 

As at the date of this report Caledonia’s shares trade on AIM under the ticker symbol “CMCL”, are listed on the TSX under the symbol “CAL” and on the NYSE American as “CMCL”.

 

The addresses and telephone numbers of Caledonia’s principal offices are:

 

Registered and Head Office African Office - South African Subsidiaries
Caledonia Mining Corporation Plc Caledonia Mining South Africa Proprietary Limited
3rd Floor, Weighbridge House, St Helier 4th Floor, 1 Quadrum office park
Jersey, Channel Islands Johannesburg, Gauteng, 2198
JE2 3NF South Africa
(44) 1534 679 800 (27) 11 447 2499

 

Background

 

Effective April 1, 2006 the Company purchased 100% of the issued shares of the Zimbabwean company, Caledonia Holdings Zimbabwe (Private) Ltd (“CHZ”) that held 100% of the shares of Blanket Mine. The purchase consideration was $1,000,000 and 20,000,000 shares of Caledonia. The Company acquired all of the assets and assumed all of the liabilities of CHZ.

 

 21 

Share Consolidation and listing on the NYSE American

 

At the annual general meeting of shareholders of Caledonia held on June 19, 2017 resolutions were passed which, amongst other things, authorised the overall consolidation (by way of a consolidation and then a sub-division) of the Company’s shares on an effective basis of 1 share for every 5 shares held (the “Share Consolidation”).

 

The Share Consolidation was approved:

to achieve a share price of at least $2 so that the Company qualified for a listing on the NYSE American;
to achieve a share price of at least $5 to enable the Company’s shares to qualify for investment by certain US investors; and
to repurchase the shares of shareholders who held fewer than 100 shares and who therefore found it difficult to trade their “odd-lots” on an exchange.

 

The Share Consolidation was effected on June 26, 2017 following which the issued shares of the Company consisted of 10,533,873 shares of which 3,406,082 were represented by depositary interests traded on AIM. On July 27, 2017 the Company’s shares were listed and commenced trading on the NYSE American under the symbol “CMCL”. After the listing on the NYSE American, the Company’s shares remained listed on the TSX under the symbol “CAL” and the Company’s depositary interests in the shares remained admitted to trading on AIM under the symbol “CMCL”. The trading of the Company’s shares on the OTCQX ceased upon listing on the NYSE American.

 

Indigenisation of Blanket Mine

 

On February 20, 2012 certain companies within Caledonia’s group of companies (the “Group”) announced that they 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 indigenous shareholder to transfer 51% of the Group’s ownership interest in Blanket Mine whereby it:

 

·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.

 

In anticipation of completion of the underlying subscription agreements, advances were made to NIEEF and the Community Trust against their rights 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.

 

Advances made to NIEEF as an advanced dividend loan was settled through dividend repayments in fiscal 2014. Refer to note 5 of the Consolidated Financial Statements for the outstanding balance of the advanced dividend loan with the Community Trust.

 

The Group facilitated the vendor funding of these transactions and the advanced dividend loans which are 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 shareholder. 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 transactions the facilitation loans relating to the Group were transferred as a dividend in specie to the Company.

 

 22 

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 $806,000 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.

 

Pronouncements from the Zimbabwe Government following the appointment of the new President in late 2017 announced a relaxation in the indigenisation policy which, amongst other things, includes the removal of an indigenisation requirement for gold mining companies. These pronouncements were passed into law in March 2018. In light of the changed legislation, the Blanket (which expression in this paragraph means the company owning Blanket Mine) and Caledonia boards have agreed to implement a transaction which is expected to result in the dilution of the shareholdings of Blanket’s indigenous shareholders and a corresponding increase in Caledonia’s shareholding in Blanket from 49% to slightly over 50%. Caledonia will also evaluate the potential to buy back the shareholdings in Blanket that are currently held by certain indigenous partners. However, it is the Company’s intention to retain the employee and community shareholders (being BETS and the Community Trust, respectively) (both of which currently hold 10% of Blanket each) as long term shareholders of Blanket. Any transactions would reflect the value of the indigenous shareholders’ shareholding in Blanket after deducting the value of the outstanding facilitation loans. At this stage there is no certainty that agreement will be reached on transactions in respect of any shareholding.

 

Significant Acquisitions or Developments

 

Caledonia did not complete any significant dispositions or significant acquisitions for which disclosure is required since the end of the most recently completed financial year.

 

B.Business Overview

 

Description of Our Business

 

Caledonia’s primary focus is the operation of a gold mine and the exploration and development of mineral properties for precious metals. Caledonia’s activities are focused on Blanket Mine in Zimbabwe. The Company’s business during the past three completed fiscal years has been focused primarily on ramping up production to 80,000 oz. of gold by 2021 through its Investment Plan, which is discussed below.

 

Total gold production at Blanket Mine for 2017 was 56,133 oz. (2016: 50,351 oz.; 2015: 42,804 oz.). The aggregate production at Blanket Mine from January 1, 2018 to February 28, 2018 was 7,720 oz. Gold producers compete globally on the basis of their operating and capital costs. Certain gold producers benefit from their ability to produce other minerals in commercial quantities as by-products. Caledonia derives approximately 0.1% of its revenues from silver, which is insignificant. 100% of Blanket’s revenues over the last three years was derived from its operations in Zimbabwe.

 

Social Investment and Contribution to the Zimbabwean Economy

 

Blanket Mine’s investment in community and social projects which are not directly related to the operation of the mine or the welfare of Blanket Mine’s employees, the payments made to the Community Trust in terms of Blanket Mine’s indigenisation, and payments of royalties, taxation and other non-taxation charges to the Zimbabwe government and its agencies are set out in the table below.

 

Payments to the Community and the Zimbabwe Government

(US$’000’s)

 

    Community and Social Investment Payments to Zimbabwe Government Total
Year 2015   50 7,376 7,426
Year 2016   12 10,637 10,649
Year 2017   5 11,988 11,993

 

 23 

General Comments

 

Caledonia’s activities are centered on Zimbabwe. Caledonia is not dependent, to any material extent, on patents, licenses, contracts, specialized equipment or new manufacturing processes at this time. However, there may be occasions that Caledonia may wish to adopt such patents, licenses, specialized equipment, etc. if these are economically beneficial to its operations. All mining and exploration activities are conducted under the various economic, mining and environmental regulations of the country where the operations are being carried out. It is always Caledonia’s standard that these regulations are complied with by Blanket Mine. Caledonia has not experienced a shortage of availability of raw materials or significant price volatility.

 

C.Organizational Structure

 

The Company has the following organizational structure:

 

 

Key:

Employees = BETS

Local Partners = Fremiro

Government = NIEEF

Community = Community Trust

 

D.Property, Plant and Equipment

 

(a)Zimbabwe:

 

The Company indirectly owns 49% of the shares of Blanket Mine. It is a fully equipped mine with all of the necessary plant and equipment to conduct mining operations and the production of gold from the ore mined from the mine.

 

For a detailed breakdown of the property, plant and equipment and encumbrances thereon refer to note 15 of the Consolidated Financial Statements. The property, plant and equipment of the Group is predominantly held in Zimbabwe and the continued implementation of the Investment Plan is expected to increase the property, plant and equipment of the Group. The Investment Plan is expected to be funded with existing cash, a term loan, an overdraft facility and cash generated from operating activities. The Investment Plan is expected to be completed in 2021.

 

(b)South Africa:

 

Eersteling Gold Mining Company Limited (“EGM”) is owned by the Company through its ownership of 100% of the equity shares. It has been under care and maintenance since September 1997. Due to the lengthy period of care and maintenance at EGM there has been some deterioration in the facilities which will require rehabilitation work before operations can be recommenced. The underground workings at EGM were allowed to flood and will require dewatering before mining access can be resumed. The Company has no plans to expend further amounts on plant or equipment or to in any way expand or improve the facilities.

 

 24 

Mining Geology and Exploration Activities

 

Geology and Mineral Deposit

 

Zimbabwe’s known gold mineralisation occurs in host rocks of the Zimbabwe Craton, which is made up of Archaean rocks. The geology of the Craton is characterised by deformed and metamorphosed rocks which include high-grade metamorphic rocks, gneisses, older granitoids, greenstone belts, intrusive complexes, younger granites and the Great Dyke, which makes up the geology of the Zimbabwe Craton. The Chingezi gneiss, Mashaba tonalite and Shabani gneiss form part of a variety of tonalities and gneisses of varying ages. Three major sequences of slightly younger gold-bearing greenstone belt supracrustal rocks exist:

 

·Older greenstones called the Sebakwian Group, which are mostly metamorphosed to amphibolite facies. They comprise komatiitic and basaltic volcanic rocks, some banded iron formation (“BIF”), as well as clastic sediments.
·The Lower Bulawayan Group, which comprises basalts, high-Mg basalts, felsic volcanic rocks and mixed chemical and clastic sediments. The Lower Bulawayan Group forms the Belingwe (Mberengwa) greenstones.
·The Upper Bulawayan (upper greenstones) and Shamvaian groups, which comprise a succession of sedimentary and komatiitic to tholeiitic to calc-alkaline rocks.

 

Three metamorphic belts surround the Zimbabwe Craton:

 

·Archaean Limpopo Mobile Belt to the south;
·Magondi Mobile Belt on the north-western margin of the Craton; and
·Zambezi Mobile Belt to the north and northeast of the Zimbabwe Craton.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 25 

 
  Zimbabwe Craton Relative to Other Cratons

 

Overview of the Project Geology

 

The Blanket Mine is situated on the north-western limb of the Archaean Gwanda Greenstone Belt. Several other gold deposits are situated along the same general strike as the mine. Approximately 268 mines operated in this greenstone belt at one stage; however, the Blanket Mine is one of the few remaining operational mines. At Blanket Mine, the rock units strike north−south, and dip to the west (in some areas, southwest).

 

Local Property Geology

 

The local geology consists of a basal felsic unit in the east that is not known to be mineralised. It is generally on this lithology that the tailings disposal sites are located. An ultramafic zone that includes the BIFs hosting the eastern dormant cluster and the mineral deposits of the nearby Vubachikwe complex lies to the west of this unit. Active mineral deposits occur in the immediately overlying mafic unit. A capping of andesite completes the stratigraphic sequence.

 

Blanket Mine is part of the group of mines that make up the north-western Mining Camp, also called the Sabiwa group of mines. Blanket Mine is a cluster of mines that extend from Jethro in the south, through Blanket, Feudal, AR South, AR Main, Sheet, Eroica and Lima.

 

 26 

Longitudinal Section of Blanket Mine

 
  Blanket Mine Longitudinal Section Showing Production Areas

 

Dormant old workings include Sabiwa, Jean, Provost, Redwick, Old Lima, and Smiler. The latter group of mines form the northern continuation of the Vubachikwe zone and are hosted by BIFs. The mafic unit which hosts the gold mineralisation is, for the most part, a metabasalt with occasional remnants of pillow basalts. Regionally, the rock is a fine-grained massive amphibolite with localised shear planes. A low angle transgressive anastomosing shear zone (up to 500 m wide cutting through the mafic zone) is the locus of the gold ore shoots. The shear zone is characterised by a well-developed fabric and the presence of biotite. A regional dolerite sill cuts the entire sequence from Vubachikwe through Blanket to Smiler. The sill does not cause a significant displacement and although it truncates all the ore shoots, there is continuity of mineralisation below the sill. The upper zone comprises massive to pillowed lavas with intercalations of interflow sediments. The rock is a fine-grained massive amphibolite with localised shear planes.

 

 

 

 

 

 

 

 

 

 

 

 

 27 

 
  Geology of the Project Area

 

The gold deposits are found around a low-angle transgressive shear zone. A simplified stratigraphic column for the Blanket Mine is shown in the following figure.

 

 

 

 

 

 

 28 

Stratigraphic Column

 
  Stratigraphic Column

 

Status of Exploration

 

The Blanket Mine is a producing operation. Exploration activities are carried out both on and off the mine. Mine exploration takes place mostly underground on the producing claims and is aimed at expanding the knowledge of the ore shoot trends which are being mined, as well as searching for potential additional orebodies. Near-mine exploration takes place on satellite properties that are currently non-producing assets, which have the potential to yield new sources of ore and possibly give rise to new mines.

 

The mine’s exploration title holdings are in the form of registered mining claims (108 in total) in the Gwanda Greenstone Belt. These claims include a small number under option and cover an area of approximately 2,500 ha.

 

The blocks of claims were pegged as follows:

·84 are registered as precious metal (gold) blocks covering 619 ha.; and
·24 claims were pegged and are registered as base metal (Cu, Ni, As) blocks, covering an area of 1,909 ha.

 

Exploration and evaluation activities on Blanket Mine are targeting the depth extensions of all the known Blanket Mine ore bodies, viz. Blanket 1 Ore Body, Blanket 2 Ore Body, Blanket 4 Ore Body, Blanket Quartz Reef, AR Main, AR South, Eroica and Lima sections.

 

24,930 metres were drilled in the year compared to 22,172 in 2016 and 14,330 metres in 2015. Drilling during 2017 was targeted at Blanket section, AR Main and AR South (North-South and East-West Limbs) between 22 (750 metres) and 34 (1,110 metres) levels.

 

 29 

Mineral Reserve Calculations

 

Mineral reserve estimates in this Annual Report are reported in accordance with the requirements of IG 7. Accordingly, as of the date of the Annual Report, all minerals reserves are planned to be mined out under the life of mine plan within the period of our existing rights to mine, or within the time period of assured renewal periods of our rights to mine. In addition, as of the date of this Annual Report, all mineral reserves are covered by required permits and governmental approvals.

 

Blanket Mine’s mineral reserve estimates are set out in the table below.

 

MINERAL RESERVES – (as at August 31, 2017)

 

Mineral Reserve Classification Stope Grade Stope Tonnes Gold Content
g/t kt kg ounces
Proven 3.88 1,246 4,832 155,352
Probable 3.66 3,073 11,248 361,639
Total 3.72 4,318 16,080 516,991

 

Notes:

1.Tonnages refer to tonnes delivered to the metallurgical plant.
2.All figures are in metric tonnes.
3.Pay limit Blanket Mine 1.96 g/t.
4.Pay Limit calculated: USD/oz. = 1,214; Direct Cash Cost (C1) = USD66/t milled.
5.Tonnage and grade have been rounded and this may result in minor adding discrepancies.

 

The mineral reserves information are from a technical report dated February 13, 2018.

 

Our mineral reserve figures are estimates, which may not reflect actual reserves or future production. These figures are prepared in accordance with industry practice, converting mineral deposits to reserves through the preparation of a mining plan. The mineral reserve estimates contained herein inherently include a degree of uncertainty and depend to some extent on statistical inferences. Reserve estimates require revisions based on actual production experience or new information. Should we encounter mineralization or formations different from those predicted by past drilling, sampling and similar examinations, mineral reserve estimates may have to be adjusted and mining plans may have to be altered in a way that might adversely affect our operations. Moreover, if the price of gold declines, stabilizes at a price that is lower than break-even level, if our production costs increase or recovery rates decrease, it may become uneconomical to recover mineral reserves with lower grades of mineralization.

 

Access to the Property, Power and Water Supply

 

Access to the Blanket Mine is by an all-weather single lane tarred road from Gwanda. Gwanda is linked by national highways to Bulawayo, Harare and the Beitbridge Border post. Earlier, Zimbabwe had good road infrastructure. However, lack of investment over the past ten to fifteen years resulted in its deterioration; substantial investment is required country-wide. The railway line connecting the Zimbabwean national network to South Africa passes through Gwanda. An airstrip for light aircraft is located 5 km to the northwest of the town. Blanket power is supplier primarily from the Zimbabwe Electricity Supply Authority (“ZESA”). Blanket also has a combined 16MW of installed stand-by diesel generating capacity which is sufficient to allow all mining and processing activities and shaft-sinking work at the central shaft to continue if there are any interruptions to the ZESA supply. During 2017 Blanket installed a fixed overhead line and a ring feed connection to allow for an additional electricity feed from ZESA. The dual lines are expected to reduce possibility of power outages from both electricity supply lines at the same time and therefore reduce power disruptions at Blanket. Water to the mine and its township is supplied through the Mtshabezi river, on-mine boreholes and the Gwanda municipality.

 

 30 

Blanket claims

 

The Blanket Mine's exploration interests in Zimbabwe include operating claims (i.e. on-mine), non-operating claims and a portfolio of brownfields exploration projects ("Satellite Prospects"). The Blanket Mine operates under a Special Licence (No. 5030) which was issued under the Mines and Minerals Act of 1961 (Chapter 21:05). The mine’s claims are protected under this Act.

 

Blanket Mine covers a contiguous block of operating claims of Jethro, Blanket, Feudal, Harvard, Mbudzane Rock, Oqueil, Sabiwa, Sheet, Eroica and Lima, comprising a total area of approximately 2,800 ha. This contiguous block represents the area of a current Mining Lease application.

 

Prior Ownership and Ownership Changes – Blanket Mine

 

The Blanket Mine is part of the Sabiwa group of mines within the Gwanda Greenstone Belt from which gold was first extracted in the 19th century. The Blanket Mine is a cluster of mines extending some 3 km from Jethro in the south through Blanket itself, Feudal, AR South, AR Main, Sheet, and Eroica, to Lima in the north. Blanket Mine has produced over a million ounces of gold during its lifetime.

 

Following sporadic artisanal working, the Blanket Mine was acquired in 1904 by the Matabele Reefs and Estate Company. Mining and metallurgical operations commenced in 1906 and between then and 1911, 128,000 t were mined. From 1912 to 1916 mining was conducted by the Forbes Rhodesia Syndicate who achieved 23,000 t. There are no reliable records of mining for the period between 1917 and 1941 and it is possible that operations were adversely affected by political instability during World Wars I and II. In 1941 F.D.A. Payne produced some 214,000 t before selling the property to Falconbridge in 1964 (Blanket Mine, 2009). Under Falconbridge, production increased to 45 kg per month and the property yielded some 4 Mt of ore up until September 1993. Kinross Gold Corporation (“Kinross”) then took over the property and constructed a larger Carbon-in-Leach (“CIL”) plant with a capacity of 3,800 tpd. This was designed to treat both run of mine (“RoM”) ore and an old tailings dump.

 

The Blanket Mine is currently 49% owned and operated by Caledonia who completed purchase of the mine from Kinross on 1 April 2006. The Blanket Mine re-started production in April 2009 after a temporary shut-down due to the economic difficulties in Zimbabwe. In late 2010, Blanket Mine successfully completed an expansion project which increased production capacity from 24,000 oz of gold per annum to 40,000 oz of gold per annum.

 

Production Operations

 

Mining Operations

 

On November 3, 2014 Caledonia announced the Investment Plan and production projections for the Blanket Mine. The objectives of the Investment Plan are to improve the underground infrastructure and logistics to allow an efficient and sustainable production build-up.

 

Continued exploration over the last three years has improved the understanding of the ore bodies below 22 level and has resulted in a further increase in resources below 750 meters. Accordingly, on November 10, 2017, Caledonia revised the Investment Plan and extended the planned depth from 1,080 metres to 1,330 meters and plans to add two further production levels. The revision to the Investment Plan is expected to improve Blanket Mine’s long-term operational efficiency, flexibility and sustainability. The Investment Plan provides for a proposed investment of approximately US$ 21.3 million in 2018 and US$ 35 million in the period 2019 to 2021.

 

The Investment plan aims to increase Blanket Mine’s production to 80,000 ounces of gold by 2021 and it is expected to increase Blanket’s projected life of mine.

 

The Investment Plan is proceeding on schedule and is within budget. The work on the central shaft is proceeding according to plan.

 

Satellite Prospects

 

Blanket Mine has exploration title holdings in the form of registered mining claims in the Gwanda Greenstone Belt totalling 108 claims covering properties with a total area of about 2,500 hectares. Included within these claim areas are 18 previously operated small gold workings which warrant further exploration.

 

 31 

Blanket’s main exploration efforts on the satellite properties were focused on the GG and the Mascot exploration prospects which, based on past production records, were believed to have the greatest potential. A pilot plant was constructed during 2017 to evaluate the extraction process needed to optimize the gold extraction from the GG orebody (refer to the Metallurgical Process section below for further information).

 

Following the relaxation in indigenisation legislation, the boards of Blanket and Caledonia have agreed to implement a rights issue by Blanket in which CHZ is expected to subscribe for approximately $4 million of new equity in Blanket (on the assumption that the other shareholders of Blanket will not subscribe for shares) which will be used to undertake geological and metallurgical evaluations of the following satellite properties: GG, Mascot, Penzance, Abercorn, Cinderella and Eagle Vulture.

 

Metallurgical Process

 

Metallurgical plant – Blanket Mine

 

The Blanket Mine gold plant consists of crushing, milling, carbon-in-leach and batch elution electro-winning circuits. The plant will treat about 90 tph (or 60 ktpm) of run of mine ore from the Blanket Mine. With the proposed upgrades and modifications, the front-end comminution circuits (primary and secondary crushing) will have a capacity of about 160 tph to 180 tph. This will allow Blanket to crush during day shift only. The milling and gravity circuits have been upgraded and have adequate capacity to treat the increased tonnes.

 

The planned throughput capacity is more than sufficient to handle mine production from the current operational infrastructure as well as increased production planned through implementing the Investment Plan. A dated oxygen plant that is used in the gold extraction process is operating below the required standard. A new oxygen plant is planned to be installed during 2018 and is expected to improve the carbon-in-leach circuit recoveries of gold.

 

Average plant recovery was 93.4% for fiscal year 2017, compared to 93% in 2016 (2015: 93%).

 

Pilot plant – Satellite properties

 

During 2017 a pilot plant was commissioned to treat material from GG, one of the satellite properties of Blanket Mine. The purpose of the pilot plant is to test the potential recoveries that could be obtained from the refractory type ore of the GG orebody. 2,196 tonnes of material were processed in quarter 4 of 2017 at an average feed grade of 3.13g/t and a recovery of 54%. Further trials will be conducted to ascertain whether recoveries can be improved; however, at the current recovery rate and at the prevailing gold price, gold can be extracted profitably.

 

Mine under care and maintenance

 

Eersteling Gold Mining Company Limited

 

In 2016, Caledonia reached agreement for the sale of a 100% interest in the EGM, inclusive of the rehabilitation liability. EGM is located in South Africa and has been held on care and maintenance since 1997 and accordingly has recorded no production since then. The total agreed consideration was $3.0 million of sale proceeds and a non-refundable deposit of ZAR5.0 million (approx. $0.4m). Completion of the transaction is conditional only on receipt by Caledonia of the consideration in full. At the date of issue of the Annual Report, Caledonia has received approximately $170,000 (ZAR2 million) in respect of the non-refundable deposit. The purchaser is an unlisted South African entity which is currently raising capital to fund, inter alia, the consideration. Caledonia has received a non-binding letter of comfort from the financial adviser to the purchaser as to the nature and timing of the fund-raising by the purchaser, but this does not amount to an underwriting of the purchase consideration. Due to the uncertainty relating to the receipt of the consideration, the sale proceeds and the de-recognition of EGM will be recognized when received.

 

 32 

Safety, Health and Environment

 

The following safety statistics have been recorded for fiscal year 2017 and the preceding two years.

 

Classification

2015 2016 2017
Fatal 1 - 2
Lost time injury 8 6 6
Restricted work activity 31 20 21
First aid 15 8 11
Medical aid 5 9 30
Occupational illness - - 1
Total 60 43 71
Incidents 47 42 41
Near misses 14 22 21
Disability Injury Frequency Rate 0.508 0.300 0.320
Total Injury Frequency Rate 3.403 2.198 2.94
Man-hours worked (thousands) 3,532 3,975 4,874

 

Regrettably, there was a fatal mining-related accident at Blanket Mine on February 23, 2018. The directors and management of Caledonia and Blanket express their sincere condolences to the families and colleagues of the deceased. Management has provided the necessary assistance to the Ministry of Mines Inspectorate Department (the “Inspectorate”) in its enquiries into this incident.

 

Caledonia takes the safety of its employees very seriously and, accordingly, measures have been taken to re-inforce adherence to prescribed safety procedures.

 

ITEM 4A - UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 5- OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following Operating and Financial Review and Prospects section is intended to help the reader understand the factors that have affected the Company's financial condition and results of operations for the historical period covered by the financial statements and management's assessment of factors and trends which are anticipated to have a material effect on the Company's financial condition and results in future periods. This section is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the other financial information contained elsewhere in this document. Our financial statements have been prepared in accordance with IFRS. Our discussion contains forward looking information based on current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from those indicated in such forward looking statements.

 

A.Operating Results

 

The key drivers of our operating results and principal activities are:

revenue, which is influenced by:
the price of gold, which fluctuates in terms of the realised USD gold price obtained; and
our production tonnages and gold content thereof, impacting on the amount of gold we produce at our operation;
our cost of producing gold;
capital expenditure; and
other significant matters affecting profitability.

 

 33 

Revenue

 

Revenue increased to $69,762,000 in fiscal year 2017 from $61,992,000 in fiscal year 2016 (2015: $48,977,000) due to an increase in the average realised gold price received of $1,243 per oz. (2016:$1,232 per oz.; 2015; $1,139 per oz.) and an increase in the sale of gold produced to 56,133 oz. (2016: 50,351 oz.; 2015: 42,943 oz.).

 

Gold price

 

Average realized gold price per ounce is a non-IFRS measures which managements believes assist the stakeholders in understanding the average price obtained for an ounce of gold.

 

Our revenues are derived from the sale of gold produced by the Blanket Mine. As a result our revenues are directly influenced by the realized average gold price obtained from the sale of gold. The gold prices obtained fluctuate widely and are influenced by factors beyond the control of the Company. The table below indicates the average realized gold price per ounce obtained for the 2017, 2016 and 2015 fiscal years.

 

$’000  2015   2016   2017 
Revenue (IFRS)   48,977    61,992    69,762 
Revenue from silver sales   (48)   (62)   (74)
Revenue from gold sales   48,929    61,930    69,688 
Gold ounces sold   42,943    50,269    56,059 
Average realized gold price per ounce   1,139    1,232    1,243 

 

Gold produced

 

Tonnes milled, average grades, recoveries and gold produced are shown in the table below.

 

Blanket Mine Production Statistics
  Year

Tonnes Milled

(t)

Gold Head (Feed) Grade (g/t Au)

Gold Recovery

(%)

Gold Produced

(oz.)

Quarter 1 2015 104,755 3.19 92.7 9,960
Quarter 2 2015 103,551 3.35 93.3 10,401
Quarter 3 2015 116,694 3.14 92.7 10,927
Quarter 4 2015 115,079 3.34 93.1 11,515
Year 2015 440,079 3.25 93.0 42,804
Quarter 1 2016 114,527 3.16 93.0 10,822
Quarter 2 2016 120,590 3.47 93.1 12,510
Quarter 3 2016 133,375 3.36 93.2 13,428
Quarter 4 2016 142,169 3.21 92.8 13,591
Year 2016 510,661 3.30 93.0 50,351
Quarter 1 2017 124,225 3.42 93.7 12,794
Quarter 2 2017 136,163 3.08 92.8 12,518
Quarter 3 2017 136,064 3.52 93.6 14,396
Quarter 4 2017 150,755 3.62 93.6 16,425
Year 2017 547,207 3.41 93.4 56,133
January 2018 33,960 3.58 93.6 3,656
February 2018 38,509 3.51 93.5 4,064

 

 34 

Production cost

 

Production costs include salaries and wages, on mine administration, consumable materials and electricity and other related costs incurred in the production of gold. Production costs for 2017, 2016 and 2015 are summarised below.

 

$ ‘000  2015   2016   2017 
Salaries and wages   11,908    12,206    13,440 
Cash-settled share-based payments allocated to production cost   -    -    311 
Consumable materials   14,479    16,291    18,617 
Site restoration   -    32    58 
Pre-feasibility exploration cost   380    408    410 
Safety   551    221    323 
On mine administration   2,701    2,898    3,004 
Other production cost   -    30    17 
Total   30,019    32,086    36,180 

 

On-mine cost, all-in sustaining cost (“AISC”) and all-in cost per ounce

 

On-mine cost, AISC and all-in cost per ounce are non-IFRS cost measures which managements believes assist the stakeholders in understanding the cost structures of the Company. The table below reconciles production cost as stated in terms of IFRS to these cost measures.

 

A narrow focus on the direct costs of production (mainly labour, electricity and consumables) does not fully reflect the total cost of gold production. Accordingly, cost per ounce data for the fiscal year and previous fiscal years has been prepared in accordance with the Guidance Note issued by the World Gold Council on June 23, 2013 and is set out in the table below on the following bases:

 

i.On-mine cost per ounce, which shows the on-mine costs of producing an ounce of gold and includes direct labour, electricity, consumables and other costs that are incurred at the mine including insurance, security and on-mine administration;
ii.All-in sustaining cost (“AISC”) per ounce, which shows the on-mine cost per ounce 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 reserve base that are required to maintain production at the current levels (sustaining capital investment), the share-based expense arising from unit awards under the Company’s Omnibus Equity Incentive Compensation Plan (the “LTIPs”) less silver by-product revenue and the export incentive credit; and
iii.All-in cost per ounce, which shows AISC per ounce plus the additional costs associated with activities that are undertaken with a view to increasing production (expansion capital investment).

 

($’000’s unless otherwise indicated)            
   2015   2016   2017 
Production cost (IFRS)   30,019    32,086    36,180 
Less exploration and site restoration costs   (931)   (661)   (933)
Cash-settled share-based payment expense - allocated to production cost   -    -    (311)
Other cost   1,011    535    563 
On-mine production cost   30,099    31,960    35,499 
                
Gold sales (oz.)   42,943    50,269    56,059 
On-mine cost per ounce ($/oz.)   701    636    633 
                
Royalty   2,455    2,923    3,498 
Export incentive   -    (1,104)   (2,446)
Exploration, remediation and permitting cost   399    311    316 
Sustaining capital development   4,707    3,792    3,509 
Administrative expenses   7,622    7,263    5,911 
Less Zambian expenses   (716)   (17)   - 
Silver by-product credit   (48)   (62)   (74)
Cash-settled share-based payment expense   24    788    976 
Cash-settled share-based payments expense - allocated to production cost   -    -    311 
Other   (2)   -    - 
All in sustaining cost   44,540    45,854    47,500 
                
Gold sales (oz.)   42,943    50,269    56,059 
AISC per ounce ($/oz.)   1,037    912    847 
                
Permitting and exploration expenses   138    182    183 
Non-sustaining capital expenses   13,486    15,367    17,441 
Total all in cost   58,164    61,402    65,124 
                
Gold sales (oz.)   42,943    50,269    56,059 
All in cost per ounce ($/oz.)   1,354    1,221    1,162 
                

 

 35 

Per-ounce costs are calculated on the basis of sales adjusted for sales work-in-progress, so that an accurate value can be ascribed to the royalty. On-mine cost per ounce decreased from the comparative years due to the increase in gold ounces sold. On-mine costs comprise labour, electricity, consumables and other costs which include security and insurance. Blanket Mine did not experience significant inflationary pressure on input costs.

 

AISC per ounce comprises on-mine costs and also includes royalty payments, the export incentive, group administrative costs, sustaining capital investment, share based payment expenses and by-product expenses.

 

The AISC reduced by 7.1% from $912 per ounce to $847 per ounce due to an increase in the export incentive and lower general and administrative expenses the combined effect of which was reduced by a higher charge in respect of the LTIPs. The increase in the export incentive was due to the increase in the incentive rate from 2.5% to 3.5% of revenues and higher revenues.

 

Investment in expansion projects in the year was $17,4 million compared to $15,4 million in 2016 and $13,5 million in 2015, due to the continued high levels of investment in terms of the Investment Plan.

 

Capital expenditure - Cash

 

Total cash capital expenditure increased to $21,639,000 (2016: $19,885,000; 2015: $16,567,000) due to the implementation of the Investment plan. Significant projects on which capital expenditures were incurred in 2017 included:

 

Central shaft;
Decline AR South (22-26 (870 metres) level);
Deep drilling;
33KV overhead line; and
Sustaining capital expenditure.

 

Capital projects and expenditures are further analysed in item 4 “Mining Operations” and “Metallurgical Processes” and note 15 of the Consolidated Financial Statements.

 

Other significant matters affecting profitability

 

Administrative expenses

 

Administrative expenses decreased by 18.6% from the previous year, due to the reduction in cost from the closure of the Zambian operations partly offset by professional consulting fees associated with the evaluation of potential investment opportunities and legal costs relating to Caledonia’s general corporate affairs including regulatory and tax compliance in all relevant jurisdictions. Administrative expenses are further analysed in note 12 of the Consolidated Financial Statements.

 

 36 

Export Incentive Credit

 

In May 2016 the RBZ announced an export incentive scheme (the “scheme”) to encourage large-scale gold producers such as Blanket to increase gold production and thereby increase the quantity of gold available for export from Zimbabwe. In terms of the scheme, Blanket received an export incentive credit to the value of 3.5% (increased from 2.5% in 2016) of the sale proceeds of the gold sold to Fidelity. As at the date of issue of this Annual Report all export incentive credits outstanding at December 31, 2017 were received. The export incentive credit is included as part of “Other income and expenses” in the Statement of Profit or Loss and Other Comprehensive Income (refer to note 9 of the Consolidated Financial Statements).

 

Share based payment awards

 

Caledonia established its Omnibus Equity Incentive Compensation Plan (“OEICP”) for grants after May 2015. Share options issued before May 2015 were issued in terms of a rolling stock option plan, which was superseded by the OEICP. In accordance with the previous plan, options were granted at an exercise price not less than the closing price of the shares on the TSX on the trading day prior to the grant date. Under the OEICP, options are granted on the same basis or, if greater, at not less than the volume weighted average trading price of the shares on the TSX for the five trading days immediately prior to the grant date. Options vest according to dates set at the discretion of the Compensation Committee or the Board of Directors at the date of grant. All outstanding option awards that have been granted pursuant to the plan vest immediately. All remaining options granted under the previous plan were exercised during fiscal year 2017.

 

The maximum term of the options under the OEICP is 10 years and under the rolling stock option plan was 5 years. The terms and conditions relating to the grant of options under the rolling stock option plan were that all options would be settled by physical delivery of shares.

 

During 2016, certain key management members were granted Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) pursuant to the provisions of the OEICP. All RSUs and PSUs were granted and approved by the Compensation Committee or the Board of Directors.

 

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

 

The PSUs 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 PSUs that will vest will be the PSUs 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.

 

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

 

The fair value of the RSUs, at the reporting date, was based on the Black Scholes option valuation model. The fair value of the PSUs, 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 $1,782,000 (2016:$618,000). Included in the liability as at December 31, 2017 is an amount of $311,000 (2016:Nil) that was expensed and classified as production costs; refer to note 8 of the Consolidated Financial Statements.

 

 37 

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 $44,000 (2016:Nil) and the expense amounted to $123,000 (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.

 

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 indigenous shareholders and resulted in an equity-settled share-based payment expense of $806,000. The Monte Carlo simulation approach was followed to value the fair value of the indigenous shareholders’ equity before and after the modification date. The fair value of the indigenous 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 USD 68,436,000

 

Adjusted earnings per share

 

“Adjusted earnings per share” is a Non-IFRS Measure which management believes assists investors in understanding the Company’s cash-based performance of core business activities. The table below reconciles “adjusted earnings per share” to the Profit/Loss attributable to Owners of the Company shown in the Consolidated Financial Statements which have been prepared under IFRS, and adjusts for deferred tax and non-core business activities.

 

Reconciliation of Adjusted Earnings per Share (“Adjusted EPS”) to IFRS Profit Attributable to Owners
of the Company
($’000’s unless otherwise indicated)               
    2015    2016    2017 
Profit attributable to owners of the Company (IFRS)   4,779    8,526    9,384 
                
Add back/(deduct)               
IAS 19 adjustment   100    80    100 
Deferred tax   2,567    4,611    3,696 
Sale of Blanket Mine treasury bills   -    (3,202)   - 
Other income   -    (226)   - 
Foreign exchange (gain)/loss   (2,850)   505    380 
Zambian expenses   716    17    - 
Prior year over accrual of GMS UK tax   (871)   -    - 
Equity-settled share-based expense arising on modification to indigenisation loans   -    -    806 
Prior year adjustment in respect of South African tax   (765)   -    - 
South African tax and penalties   744    -    - 
Adjusted profit   4,420    10,311    14,366 
                
                
Weighted average shares in issue (m)   10.419    10.457    10.608 
Adjusted EPS (cents)   42.4    98.6    135.4 
                

 

 38 

B.Liquidity and Capital Resources

 

Cash and cash equivalents

 

$’000  2015   2016   2017 
Bank balances   12,568    14,335    13,067 
Cash and cash equivalents in the statement of financial position   12,568    14,335    13,067 
Bank overdraft used for cash management purposes   (1,688)   -    (311)
Cash and cash equivalents in the statement of cash flows   10,880    14,335    12,756 

 

Blanket Mine arranged an unsecured bank overdraft facility of $4,000,000 of which $311,000 (2016; Nil; 2015: $1,688,000) 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. In October 2016, Blanket drew down a $3 million two-year term facility of which $1,486,000 (2016: $2,987,000) remained payable as at December 31, 2017. As at year end, Caledonia’s cash was held in the following jurisdictions:

 

$’000  2015   2016   2017 
Jersey, Channel Islands   -    2,844    4,470 
United Kingdom   2,922    2,038    369 
South Africa   3,979    690    1,619 
Canada   5,519    150    - 
Zimbabwe (net of overdraft)   (1,542)   8,613    6,298 
Zambia   2    -    - 
Total   10,880    14,335    12,756 

 

An analysis of the sources and uses of Caledonia’s cash is set out in the Consolidated Statement of Cash Flows in the Consolidated Financial Statements. As of December 31, 2017, Caledonia had a working capital surplus of $12,311,000 (2016: $15,960,000; 2015: $15,165,000). As of December 31, 2017, Caledonia had potential liabilities for rehabilitation work on Blanket and EGM - if and when those mines permanently close - at an estimated present value cost of $3,797,000 (2016: $3,456,000; 2015: $2,762,000). The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue its mining operations and exploration activities.

 

The Company’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its ongoing operations, to provide returns for shareholders, complete the Investment Plan and accommodate any asset retirement obligation. Refer to note 27 of the Consolidated Financial Statements for information on the type of financial instruments used and the maturity profiles thereof. Management believes that the current working capital and future production cash proceeds will be sufficient to meet its capital requirements.

 

It is intended that all of the capital investment which will be required to fund the planned growth and development at Blanket Mine over the next 4 years will be funded by Blanket Mine’s internal cash flows and debt facilities.

 

Blanket foreign exchange approval requirements

 

Approval from the RBZ is required for the remittance of dividends declared from Zimbabwe, for the repayment of loans and advances from Blanket Mine to Caledonia and for the repayment of capital and consumables purchased from Caledonia Mining South Africa Proprietary Limited. During 2017 Caledonia has obtained the necessary approvals from the RBZ to obtain foreign currency to conduct normal business operations.

 

 39 

C.Research and development, patents and licences, etc

 

The Company is an exploration, development and mining company and does not carry on any research and development activities.

 

D.Trend Information

 

In fiscal year 2018, we expect gold production from our operations to range between 55,000 oz to 59,000 oz at an on-mine cost of $650 to $685 per ounce. Our ability to meet the full year’s production target could be affected by, among other factors, lower grades and failure to achieve the targets set at Blanket Mine. Unforeseen changes in ore grades and recoveries, unexpected changes in the quality or quantity of reserves, technical production issues, environmental and industrial accidents, gold theft, environmental factors and pollution could adversely impact the production, sales and cash operating costs for fiscal year 2018.

 

The estimated on-mine cost was planned in the range of $615 to $645 per ounce for 2017; actual on-mine cost per ounce for 2017 was $633. The estimated AISC per ounce for 2017 was planned in the range of $820 to $860 per ounce; actual AISC per ounce in 2017 was $847 per ounce.

 

The foregoing expected results for 2018 are subject to risks and uncertainties and actual results may be lower. See “Cautionary Note Regarding Forward-Looking Statements”.

 

E.Off-Balance Sheet Arrangements

 

There are no off balance sheet arrangements apart from the facilitation loans of $31.05 million which are not reflected as loans receivable for IFRS purposes (refer to note 5 of the Consolidated Financial Statements). The company has the following contractual obligations as at December 31, 2017.

 

F.Tabular Disclosure of Contractual Obligations

 

$’000 Payments due by Period
 

Less than 1

year

1-3 years 3-5 years

More than

5 years

Trade and other payables 12,660 - - -
Term loan facility 1,486 - - -
Provisions 928 65 282 2,522
Capital expenditure commitments 2,125 - - -
Total 17,199 65 282 2,522

 

Except for Capital expenditure commitments, the contractual obligations in the table above is based on the classification requirements under IFRS.

 

 40 

ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.Directors and Senior Management

 

The following is a list of our current directors and the Group’s officers as of March 30, 2018.

 

Name, Office Held and Municipality of Residence Principal Occupations During Past Five Years Company position(s) held Since Number of Shares Beneficially Owned, Controlled or Directed as of March 30, 2018
Steven Curtis Chief Executive Officer  & Director
Johannesburg, South Africa
Previous VP Finance, and Director of the Company and Director of certain of its subsidiary companies.

Director since 2008

 

Chief Executive Officer since 2014

 

89,300

Leigh Wilson
Non-Executive Director & Chairman

Stuart, Florida, USA

 

Chairman of the Victory Portfolios

Winston Maritime LLC

Stella and Hack Wilson Family Foundation

Martin Health Foundation

 

 

2012 48,000

John Kelly
Non-Executive Director

New Canaan, Connecticut

Independent Trustee, The Victory Funds (From February 2015).

 

Non-Executive Member of CrossRoad LLC (From May 2009).

 

Partner, McCarvill Capital Partners (September 2016 to September 2017).

 

Managing Partner, Endgate Commodities LLC (August 2014 to January 2016).


Adviser, Endgate Commodities LLC (January to April 2016).

 

Chief Operating Officer, Liquidnet Holdings Inc. (2011-2014)

2012 29,493
Johan Holtzhausen
Non-Executive Director
Cape Town, South Africa

Business consultant and Independent Director of DRDGOLD Limited.

 

2013 18,000
Dana Roets
Chief Operating Officer
Johannesburg, South Africa
VP and Head of Operations at Kloof Gold Mine. More recently, COO at Great Basin Gold 2013 Nil

 

 41 

Name, Office Held and Municipality of Residence Principal Occupations During Past Five Years Company position(s) held Since Number of Shares Beneficially Owned, Controlled or Directed as of March 30, 2018

Mark Learmonth
Chief Financial Officer & Director

 

Jersey, Channel Islands

 

Vice-President of the Company focused on financial reporting, investor and shareholder relations and corporate development. Former Vice-President Business Development of the Company Chief Financial Officer since 2014 and Director since 2015 Vice-President, Business Development since 2008 67,806

John McGloin

Non-Executive Director

Bishops Stortford, United Kingdom

 

Previous Executive Chairman and Chief Executive Officer of Amara Mining Plc. Current non-executive director of Perseus Mining Limited 2016 Nil

Maurice Mason

VP Corporate Development and Investor Relations

London, England

Previous Director at Equity Research for Stifel Nicolaus Europe Ltd

 

Research analyst, Peel Hunt LLP (2012-2015)

 

2016 7,000

Adam Chester

General Counsel, Company Secretary and Head of Risk and Compliance

Jersey, Channel Islands

Solicitor of the Supreme Court of England and Wales. Partner at Walkers and advocate of the Royal Court of Jersey. 2017 Nil

 

Mr. James Johnstone retired from the Board of Directors on August 14, 2017.

 

No family relationships exist between any of the Directors or senior management.

 

A brief profile of each of the Directors and the officers is given below:

 

Steven Curtis, CA (SA) – Director and Chief Executive Officer

 

Mr. Curtis is a Chartered Accountant with over 24 years of experience and has held a number of senior financial positions in the manufacturing industry. Before joining Caledonia in April 2006, he was Director Finance and Supply Chain for Avery Dennison SA and, prior to this, Financial Director and then Managing Director of Jackstadt GmbH South African operation. Mr. Curtis is a member of the South African Institute of Chartered Accountants and graduated from the University of Cape Town.

 

Mr. Curtis was appointed Vice-President Finance and Chief Financial Officer in April, 2006 and served in the position until Dec 2014 when he was appointed as President and Chief Executive Officer.

 

Leigh Wilson - Non-Executive Director and Chairman

 

Mr. Leigh Alan Wilson has been a senior executive in international business and financial services and held positions with Union Bank of Switzerland (Securities) Ltd. in London and with the Paribas Group in Paris and New York where he served as CEO of Paribas North America between 1984 and 1990.


Mr. Wilson has served on the Board of Trustees of a mutual fund complex managed by Victory Capital Management since 1993.  He currently serves as Independent Chairman of the Board.


 42 

The mutual fund complex is the largest client of Victory Capital Management high of Trustees of the mutual fund complex managed by Victory Capital Management, an independent investment management firm with total assets and advisement as of December 31, 2017 of $61.8 billion.


In March 2006, Mr. Wilson received the Mutual Fund Trustee of the Year Award from Institutional Investor Magazine.

 

Between March 2008 and October 2008, Mr. Wilson was an Independent Non-Executive Director of the Company.

 

John Kelly - Non-Executive Director

 

Mr. John Lawson Kelly has over 35 years of experience in the financial services industry in the U.S.A and international markets including emerging markets in Asia. Mr. Kelly is currently an Independent Trustee of the Victory Funds and a non-executive Member of CrossRoad LLC.  Within the last five years Mr. Kelly has been a partner of McCarvill Capital Partners and EndGate Commodities LLC, an officer of Liquidnet Holdings, Inc. and a director of Liquidnet Europe Ltd.  Mr. Kelly is a graduate of Yale University and the Yale School of Management.  

 

Johan Holtzhausen - Non-Executive Director

 

Mr. Johan Andries Holtzhausen is a retired partner of KPMG South Africa with 42 years of audit experience, of which 36 years were as a partner focused on the mining sector. Mr. Holtzhausen chaired the Mining Interest Group at KPMG South Africa and his clients included major listed mining companies operating in Africa and elsewhere, which operated across a broad range of commodities. In addition to his professional qualifications, Mr. Holtzhausen holds a B.Sc. from the University of Stellenbosch, majoring in chemistry and geology.

 

Mr. Holtzhausen is chairman of the Finance, Audit and Risk Committees of Strategic Partners in Tourism and its related party the Tourism Micro Enterprises Support Fund, both of which are not-for-profit organizations. Until February 28, 2011, Mr. Holtzhausen served as a director of KPMG Inc. and KPMG Services (Pty) Ltd, both of which are private companies registered in South Africa and which provided audit, taxation and advisory services.

 

Dana Roets – Chief Operating Officer

 

Dana Roets is a qualified Mining Engineer and holds a B.Sc. Mining Engineering degree from Pretoria University (1986) and an MBA from the University of Cape Town (1995). Mr. Roets is a South African national with over 25 years of operational and managerial experience in the South African gold and platinum industries. He started his career with Gold Fields at the St Helena Gold Mine as a graduate trainee and progressed via various operational roles from being an underground shift boss to become Vice President and Head of Operations at Kloof Gold Mine in January 1999 at which time Kloof produced over 1,000,000 ounces of gold per annum. More recently, Mr. Roets was the COO at Great Basin Gold which had gold mining operations in the United States of America and South Africa.

 

Mark Learmonth Director and Chief Financial Officer

Mr. Learmonth joined Caledonia in July 2008. Prior to this, he was a Division Director of Investment Banking at Macquarie First South in South Africa, and has over 17 years of experience in corporate finance and investment banking, predominantly in the resources sector. Mr. Learmonth graduated from Oxford University and is a chartered accountant. He is a member of the Executive Committee of the Chamber of Mines, Zimbabwe and is also a member of the Gold Producers Sub-Committee.

 

Mr. Learmonth was appointed Vice-President Finance, Chief Financial Officer of the Company in November 2014. Mr. Learmonth was responsible for Investor Relations and Corporate Development of the Company until the appointment of Mr. Maurice Mason.

 

 43 

John McGloin - Non-Executive Director

 

John McGloin is the former Chairman and Chief Executive of Amara Mining and is currently a Non-executive director of Perseus Mining. Mr. McGloin joined Caledonia in August 2016. He is a geologist and graduate of Camborne School of Mines.

 

Mr. McGloin worked for many years in Africa within the mining industry before moving into consultancy. He joined Arbuthnot Banking Group following four years at Evolution Securities as their mining analyst. He is also the former Head of Mining at Collins Stewart.

 

Maurice Mason - VP Corporate Development and Investor Relations

 

Mr. Maurice Mason is a dual South African and UK national, resident in London, who holds a BSc in Engineering from the University of Natal, South Africa and an MBA from Henley Management College. Mr. Mason’s career includes positions at Unilever, SABMiller and Anglo American. Most recently, Mr. Mason was director, Equity Research, for Stifel Nicolaus Europe Ltd covering mining companies listed in the UK. Mr. Mason has taken over the day-to-day responsibility for Investor Relations and Corporate Development from Mr. Learmonth, who, since November 2014 had combined this role with that of Chief Financial Officer.

 

Adam Chester General Counsel, Company Secretary and Head of Risk and Compliance

 

In January 2017 Mr. Adam Chester joined the management team as General Counsel, Company Secretary and Head of Risk and Compliance. Mr. Chester is a dual qualified lawyer (England and Jersey, Channel Islands) and previously worked as a solicitor of the Supreme Court of England and Wales at international law firms in the City of London and, more recently, as an advocate of the Royal Court of Jersey at an international offshore law firm in which he was a partner. He has approximately 15 years’ experience advising businesses and individuals on a variety of commercial and corporate legal issues. 

 

Arrangements, Understandings, etc.

 

Caledonia has no arrangements or understanding with any major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.

 

 44 

B.Compensation

 

Summary Compensation Table

 

Name and principal position Year Salary Long term incentive plan (2) Annual incentive plans

All other

compensation

Total compensation
(a) (b) (c) (d) (e) (h) (i)

Steven Curtis

Chief Executive Officer

2017

2016

2015

428,637

428,637

428,637

363,948

214,282

-

-

-

-

48,000

42,867

(1)180,255

840,585

685,786

608,892

Dana Roets

Chief Operating Officer

2017

2016

2015

418,182

418,182

418,182

237,966

140,107

-

-

-

-

47,000

41,818

(1)138,000

703,148

600,107

556,182

Mark Learmonth

Chief Financial Officer

2017

2016

2015

410,000

410,000

360,000

229,218

122,410

-

-

-

-

44,000

41,000

(1)154,000

683,218

573,410

514,000

Caxton Mangezi

General Manager and Director and General Manager of Blanket Mine

2017

2016

2015

348,400

348,400

348,400

195,967

115,383

-

-

-

-

117,322

173,638

(1)190,002

661,689

637,421

538,402

Maurice Mason

VP Corporate Development and Investor Relations

2017

2016

2015

151,734

96,735

-

66,631

25,610

-

-

-

-

15,735

-

-

234,100

122,345

-

Adam Chester

General Counsel, Company Secretary and Head of Risk and Compliance

2017

2016

2015

257,489

-

-

70,019

-

-

-

-

-

26,686

354,194

-

-

 

(1)Bonuses paid to directors and key management (Refer to note 28 of the Consolidated Financial Statements)
(2)OEICP awards (also referred to herein as Long term incentive plan or LTIPs) represents the non-cash expense amount as determined by the method described in note 23.2 of the Consolidated Financial Statements. None of the amounts presented have been paid to date and will vest on the dates mentioned in note 23.2 (a) of the Consolidated Financial Statements.

 

Non-Executive Director fees were paid in equal quarterly payments in arrears during 2017. From January 1, 2017 to August 14, 2017 the approved Non-executive Director fees amounted to $45,000 p.a per Director. The Non-Executive Director fees increased from 15 August 2017 to $60,000 p.a. for Mr. J McGloin and $55,000 p.a. payable to all other Non-Executive Directors.

 

Long term incentive plan

 

The following key management members were granted RSUs and PSUs, pursuant to provisions of the OEICP. The outstanding RSUs and PSUs as at December 31, 2017 were as follows:

 

Key management member  Vesting date  RSUs   PSUs 
Steve Curtis  January 11, 2019   27,620    100,645 
Dana Roets  January 11, 2019   18,060    65,806 
Mark Learmonth  January 11, 2019   6.020    21,935 
   March 23, 2019   11,822    43,871 
Caxton Mangezi  January 11,2019   14,872    54,193 
Maurice Mason  August 6, 2019   5,456    20,470 
Adam Chester  January 19, 2020   4,644    17,774 
Total      88,494    324,694 

 

 45 

For further detail on the RSUs and PSUs refer to note 23.2 (a) of the Consolidated Financial Statements.

 

Refer to Item 6E for a breakdown of director equity options outstanding, these equity options and their grant dates.

 

Caledonia does not have a pension, retirement or similar benefits scheme for Directors.

 

C.Board Practices

 

The directors all hold their positions for an indefinite term, subject to re-election at each annual general meeting of the shareholders. The officers hold their positions subject to being removed by resolution of the board of directors. The term of office of each director expires as of the date that an annual general meeting of the shareholders is held, subject to the re-election of a particular director at such annual general meeting. The following persons comprise the following committees:

 

Audit Compensation Governance Nomination Disclosure
J Holtzhausen L Wilson L Wilson L Wilson M Learmonth
J McGloin J Kelly J Kelly J Holtzhausen S Curtis
J Kelly J Holtzhausen J McGloin J McGloin J Holtzhausen
        L Wilson
        J Kelly
        D Roets
Technical Strategic     M Mason
J Holtzhausen L Wilson     A Chester
D Roets J Kelly      
J McGloin S Curtis      
S Curtis M Learmonth      
  D Roets      
  J McGloin      
 

J Holtzhausen

M Mason

     

 

Terms of reference of the Audit Committee are given in the charter of the Audit Committee. All charters of committees are available on the Company’s website or, on request, from the Company’s offices listed in this report.

 

The Audit Committee is comprised of the following directors: (i) Johan Holtzhausen (Chairperson), (ii) John McGloin, and (iii) John Kelly. Each member of the Audit Committee is considered independent as defined under Canadian National Instrument 52-110 and as defined pursuant to Section 803 of the NYSE American LLC Company Guide (as such definition may be modified or supplemented) and considered to be financially literate as such terms are defined under Canadian National Instrument 52-110 Audit Committees.

 

Benefits upon termination is disclosed in note 30 of the Consolidated Financial Statements and an example contract is disclosed in Exhibit 4.2.

 

 

 

 46 

D.Employees

 

The average, approximate number of employees, their categories and geographic locations for each of the last 3 years are summarized in the table below:

 

Geographic Location and Number of Employees:

 

Employee Location  2015   2016   2017 
Total Employees               
London, United Kingdom -  Management and administration   -    1    1 
Jersey, Channel Islands -  Management and administration   -    2    3 
South Africa -  Management, administration and technical services   14    13    14 
Zimbabwe – Mine operations.(i)   1,157    1,282    1,410 
South Africa (Eersteling Gold Mine)   1    1    1 
Total Employees at all Locations   1,172    1,299    1,429 
                

(i) the number of employees in Zimbabwe varies slightly from month-to-month.

 

Management and Administration:

 

Employee Locations:  2015   2016   2017 
London, United Kingdom -  Management and administration   -    1    1 
Jersey, Channel Islands -  Management and administration   -    2    2 
Zimbabwe – Mine operations.(i)   37    42    44 
South Africa -  Management, administration and technical services   12    13    12 
South Africa (Eersteling Gold Mine)   1    1    - 
Total Management and Administration   50    59    59 

 

E.Share Ownership

 

(a)The direct and indirect shareholdings of the Company’s directors, officers and senior management as at March 30, 2018 were as follows:

 

   Number of shares   Percentage share holding 
L Wilson   48,000    0.45%
S Curtis   89,300    0.84%
M Learmonth   67,806    0.64%
J. Kelly   29,493    0.28%
D Roets   Nil    - 
J Holtzhausen   18,000    0.17%
J McGloin   Nil    - 
M Mason   7,000    0.07%
A Chester   

Nil

    - 
Total   259,599    2.45%

 

All of the shares held above are voting shares and do not have any different voting or other rights than the other outstanding shares of the Company.

 

 47 

As at March 30, 2018, the directors, officers and senior management, collectively, owned 259,599 shares, being approximately 2.45% of the issued shares.

 

The information as to shares beneficially owned or controlled or directed, not being within the knowledge of the Company, has been furnished by the respective directors, officers and senior management members individually.

 

(b)Share purchase options outstanding as of March 30, 2018:

 

Name     Exercise Price CAD  Expiry Date  Number of Options 
DSA Corporate Services  Advisor  4.00  October 7, 2020   5,000 
J McGloin  Non-Executive Director  11.50  October 13, 2021   18,000 
J Staiger  Advisor  8.10  May 30, 2022   5,000 
P Chidley  Advisor  *9.30  August 25, 2024   5,000 
P Durham  Advisor  *9.30  August 25, 2024   5,000 
TOTAL            38,000 

 

*The exercise price of CAD$9.30 per share was converted into a USD amount of $7.35 at the prevailing USD/CAD exchange rate.

 

In terms of the OEICP, the expiry of the options that expire in a closed period will be extended by 10 days from the cessation of the closed period.

 

ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.Major Shareholders

 

To the best of Caledonia's knowledge, as at March 26, 2018, we are aware of the following beneficial owners that directly or indirectly exercise control or direction over more than 5% of the voting rights to our shares.

 

Beneficial owner name  Number of Shares Held   Percentage of Issued Shares 
Allan Gray (through two of its funds)   2,130,668    20.09%
Sales promotion Services S.A./ Heinrich Auwärter   938,773    8.85%
TD Ameritrade   884,647    8.34%
UBS, New York   572,280    5.40%

 

All shareholders have the same voting rights as all other shareholders of Caledonia.

 

According to our share register on March 23, 2018 the shares of Caledonia (including those represented by depositary interests) were held in the following geographic locations:

 

Geographic Location  Number of Shares Held   Percentage of Issued Shares 
United Kingdom   3,782,310    35.67%
USA   3,752,022    35.39%
Canada   3,068,821    28.94%
    10,603,153    100%

 

Caledonia is not aware of any arrangement which may at some subsequent date result in a change of control of Caledonia.

 

 48 

B.Related Party Transactions

 

No related party transactions other than in the normal course of employment and share based compensation. Refer to note 30 of the Consolidated Financial Statements for transactions with Key management personnel.

 

C.Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8 - FINANCIAL INFORMATION

 

A.Consolidated Statements and Other Financial Information

 

This Annual Report contains the audited Consolidated Financial Statements which comprise the consolidated statements of financial position as at December 31, 2017 and December 31, 2016 and the related consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2017, December 31, 2016 and December 31, 2015.

 

Reference is made to page 61 where the Consolidated Financial Statements are filed as part of this Annual Report on pages F1 – F58

 

Legal Proceedings and Regulatory Actions

 

To our knowledge, there are no legal proceedings material to us to which we are or were a party to or of which any of our properties are or were the subject of during the financial year ended December 31, 2017 nor are there any such proceedings known to us to be contemplated which would materially impact our financial position or ability to continue as a going concern.

 

During the twelve-month period ended December 31, 2017, there were no (i) penalties or sanctions imposed against us by a court relating to securities legislation or by a securities regulatory authority; (ii) penalties or sanctions imposed by a court or regulatory body against us that would likely be considered important to a reasonable investor in making an investment decision, or (iii) settlement agreements we entered into before a court relating to securities legislation or with a securities regulatory authority.

 

Dividend policy

 

Following the Share Consolidation on June 26, 2017, the Company announced an increased quarterly dividend of 6.875 US cents (from the previous 1.375 US cents per share). The Company paid the revised dividend per share on July 28, 2017, on October 27, 2017 and on January 26, 2018. The dividend of 6.875 US cents per share effectively maintains the dividend at the previous level of 1.375 US cents per share, after adjusting for the effect of the Share Consolidation. The quarterly dividend of 6.875 US cents per quarter represents Caledonia’s current dividend policy which is expected to be maintained.

 

B.Significant Changes

 

We have not experienced any significant changes since the date of the Consolidated Financial Statements included with this Annual Report except as disclosed in this Annual Report.

 

 49 

ITEM 9 - THE OFFERING AND LISTING

 

A.Offering and Listing Details

 

The shares of the Company are listed on the TSX and NYSE American and its depositary interests representing shares are traded on AIM in London. The principal marketplace for the Company is AIM. During the year ended December 31, 2017, 4,389,041 depository interests were traded on AIM at prices ranging between £6.23 and £2.88.

 

The high and low market prices expressed in Pounds Sterling on AIM for our depositary interests for the last five financial years, the last six months, and each quarter for the last five fiscal years were:

 

  AIM
(Pound Sterling)
Last Six Months

High

Low

February 2018 5.60 5.23
January 2018 5.58 5.10
December 2017 5.10 5.00
November 2017 5.10 4.10
October 2017 4.65 4.28
September 2017 5.15 4.28
     
     
2017

High

Low

Fourth Quarter ended December 31, 2017 5.10 4.10
Third Quarter ended September 30, 2017 5.15 2.88
Second Quarter ended June 30, 2017 5.88 2.88
First Quarter ended March 31, 2017 6.23 4.23
 
2016

High

Low

Fourth Quarter ended December 31, 2016 7.15 3.85
Third Quarter ended September 30, 2016 6.85 3.75
Second Quarter ended June 30, 2016 3.70 2.85
First Quarter ended March 31, 2016 2.95 1.90
 
2015

High

Low

Fourth Quarter ended December 31, 2015 2.20 1.85
Third Quarter ended September 30, 2015 2.45 1.80
Second Quarter ended June 30, 2015 2.40 1.70
First Quarter ended March 31, 2015 1.90 1.65
 
2014

High

Low

Fourth Quarter ended December 31, 2014 2.45 1.50
Third Quarter ended September 30, 2014 2.50 2.10
Second Quarter ended June 30, 2014 2.10 1.75
First Quarter ended March 31, 2014 1.90 1.35
     
2013

High

Low

Fourth Quarter ended December 31, 2013 1.90 1.70
Third Quarter ended September 30, 2013 2.35 1.90
Second Quarter ended June 30, 2013 3.50 2.35
First Quarter ended March 31, 2013 3.30 2.25
     
Last Five Fiscal Years

High

Low

2017 6.23 2.88
2016 7.15 1.90
2015 2.45 1.65
2014 2.50 1.35
2013 3.50 1.70

 

 50 

The high and low market prices expressed in USD as traded on the NYSE American and before July 27, 2017 as traded on the OTCQX for our shares for the last five financial years, for the last six months, and each quarter for the last five fiscal years were:

 

  * NYSE American/OTCQX
(USD)
Last Six Months

High

Low

February 2018 7.58 6.80
January 2018 7.70 7.25
December 2017 7.48 6.26
November 2017 7.96 5.32
October 2017 6.52 5.17
September 2017 6.63 5.68
     
     
2017

High

Low

Fourth Quarter ended December 31, 2017 7.96 5.17
Third Quarter ended September 30, 2017 7.30 5.44
Second Quarter ended June 30, 2017 7.35 5.60
First Quarter ended March 31, 2017 7.74 5.35
 
2016

High

Low

Fourth Quarter ended December 31, 2016 9.10 4.80
Third Quarter ended September 30, 2016 8.85 4.90
Second Quarter ended June 30, 2016 5.45 3.95
First Quarter ended March 31, 2016 4.45 2.70
 
2015

High

Low

Fourth Quarter ended December 31, 2015 3.30 2.45
Third Quarter ended September 30, 2015 3.80 2.65
Second Quarter ended June 30, 2015 3.95 2.60
First Quarter ended March 31, 2015 3.15 2.55
 
2014

High

Low

Fourth Quarter ended December 31, 2014 3.55 2.80
Third Quarter ended September 30, 2014 5.05 4.90
Second Quarter ended June 30, 2014 4.00 3.90
First Quarter ended March 31, 2014 3.65 3.50
     
2013

High

Low

Fourth Quarter ended December 31, 2013 4.25 3.25
Third Quarter ended September 30, 2013 4.70 3.40
Second Quarter ended June 30, 2013 6.05 6.00
First Quarter ended March 31, 2013 6.75 4.75
     
Last Five Fiscal Years

High

Low

2017 7.96 5.17
2016 9.10 2.70
2015 3.95 2.45
2014 4.05 3.90
2013 7.25 3.25

 

* The shares of the Company commenced trading on the NYSE American on June 27, 2017 and ceased trading on the OTCQX on the same date.

 

 51 

The high and low market prices expressed in Canadian dollars as traded on the TSX for our shares for the last five financial years, for the last six months, and each quarter for the last five fiscal years were:

 

  TSX
(Canadian Dollars)
Last Six Months

High

Low

February 2018 9.40 8.69
January 2018 9.45 8.82
December 2017 9.25 8.25
November 2017 9.20 6.80
October 2017 7.49 6.70
September 2017 8.20 6.85
     
     
2017

High

Low

Fourth Quarter ended December 31, 2017 9.25 6.70
Third Quarter ended September 30, 2017 8.99 6.85
Second Quarter ended June 30, 2017 9.90 7.70
First Quarter ended March 31, 2017 10.30 7.15
     
2016

High

Low

Fourth Quarter ended December 31, 2016 11.95 6.40
Third Quarter ended September 30, 2016 11.75 6.50
Second Quarter ended June 30, 2016 7.00 5.25
First Quarter ended March 31, 2016 5.60 3.95
 
2015

High

Low

Fourth Quarter ended December 31, 2015 4.20 3.35
Third Quarter ended September 30, 2015 4.80 3.50
Second Quarter ended June 30, 2015 4.75 3.30
First Quarter ended March 31, 2015 3.75 3.10
 
2014

High

Low

Fourth Quarter ended December 31, 2014 4.05 3.85
Third Quarter ended September 30, 2014 5.50 5.35
Second Quarter ended June 30, 2014 4.35 4.25
First Quarter ended March 31, 2014 4.00 3.85
     
2013

High

Low

Fourth Quarter ended December 31, 2013 4.10 3.35
Third Quarter ended September 30, 2013 4.90 3.70
Second Quarter ended June 30, 2013 6.00 5.75
First Quarter ended March 31, 2013 7.00 4.75
     
Last Five Fiscal Years

High

Low

2017 10.30 6.70
2016 11.95 3.95
2015 4.80 3.10
2014 4.50 4.30
2013 7.00 3.35

 

 52 

B.Plan of Distribution

 

Not applicable.

 

C.Markets

 

The Company’s shares trade on the TSX under the trading symbol “CAL” and on the NYSE American under the trading symbol “CMCL”. The Company’s depositary interests in the shares remain admitted to trading on AIM under the trading symbol “CMCL”.

 

D.Selling Shareholders

 

Not applicable.

 

E.Dilution

 

Not applicable.

 

F.Expenses of the Issue

 

Not applicable.

 

ITEM 10 - ADDITIONAL INFORMATION

 

A.Share Capital

 

Not Applicable.

 

B.Articles of Association

 

Securities Registrar

 

Computershare Investor Services Inc. is the transfer agent and registrar for the shares at its principal office in the City of Toronto, with branch registrars of transfers at Computershare Trust Company, N.A office in the City of Golden, Colorado. Computershare Investor Services PLC at its principal office in Bristol, United Kingdom is the transfer agent for the depositary interests.

 

Director’s power to vote on a proposal, arrangement or contract in which the director is materially interested.

 

An interested director must disclose to the Company the nature and extent of any interest in a transaction with the Company, or one of its subsidiaries, which to a material extent conflicts or may conflict with its interests and of which the director is aware. Failure to disclose an interest entitles the Company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the Company for any profit.

 

A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed.

 

Although it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the Company’s interests at the time it was entered into.

 

Except as otherwise provided in the Articles (as defined below) and save in respect of a limited number of instances as set out in the Articles, a director shall not vote on, or be counted in the quorum in relation to, any resolution of the board or of a committee of the board concerning any matter in which he has to his knowledge, directly or indirectly, an interest (other than his interest in shares or debentures or other securities of, or otherwise in or through, the Company) or duty which (together with any interest of a person connected with him) is material and, if he shall do so, his vote shall not be counted. 

 

 53 

Directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

 

The compensation of the directors is decided by the directors unless the board of directors specifically requests approval of the compensation from the shareholders.  If the issuance of compensation to the directors is decided by the directors, a quorum is the majority of the directors in office.  The Articles do not require that the compensation of any director be approved by disinterested directors.

 

The Company has a compensation committee which is currently composed of three independent directors.  The compensation committee makes recommendations to the board with respect to compensation, including bonuses, incentive stock options and securities of directors and executive officers.

 

Borrowing powers exercisable by the directors and how such borrowing powers may be varied.

 

The board may exercise all the Company’s powers to borrow money, to guarantee, to indemnify and to mortgage or charge all or any part of the Company’s undertaking, property and assets (present and future) and uncalled capital and, subject to the Companies (Jersey) Law 1991, as amended, (the “Companies Law”) to issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.

 

The board shall restrict the Company’s borrowings and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of such rights or powers of control the board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Company’s group (exclusive of borrowings owing by one member of the Company’s group to another member of the Company’s group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to three times the Adjusted Capital and Reserves (as defined in the Articles).  The borrowing powers may be varied by amendment to the Articles which requires approval of the Company’s shareholders by special resolution, being a resolution passed by at least 2/3 majority of the votes cast on the resolution.

 

Retirement and non-retirement of directors under an age limit requirement.

 

There are no such provisions applicable to the Company under the Articles or the Companies Law.

 

Number of shares required for a director’s qualification.

 

Under the Articles, the directors are not required to hold any shares as qualification for service on the board.

 

Place of Incorporation and Purpose

The Company was incorporated, effective February 5, 1992, by the amalgamation of three predecessor companies. It was registered in terms of the Canada Business Corporations Act (the “CBCA”). The company re-domiciled to Jersey, Channel Islands, effective March 19, 2016 through the Continuance process. The Continuance had no appreciable effect on the Company’s listing in Toronto, the admission of its depositary interests to trading on AIM in London or the trading facility on the OTCQX (from July 27, 2017 the OTCQX trading ceased and shares commenced trading on NYSE American) and the Company’s securities continued to be traded on these listing and trading platforms after the Continuance process was completed.

 

Neither the Company’s memorandum of association nor the Articles stipulate any particular objects or purposes of the Company and no objects or purposes are required to be stated by the Companies Law.

 

Articles of Association

At a special meeting of shareholders held on February 18, 2016, Caledonia’s shareholders voted in favor of a resolution to approve the Continuance. This resolution, inter alia, included provisions to replace Caledonia’s by-laws with new articles of association (the “Articles of Association”). The Articles of Association do not place any restrictions on the Company’s business.

 

 54 

The holders of the shares are entitled to one vote per share at all meetings of the shareholders of the Company. The holders of shares are also entitled to dividends, if and when declared, and the distribution of the residual assets of the Company in the event of a liquidation, dissolution or winding up of the Company. The Company's shares do not have pre-emptive rights to purchase additional shares.

 

No preference shares are currently issued and outstanding. Preference shares may be issued from time to time in one or more series composed of such number of shares with such preference, deferred or other special rights, privileges, restrictions and conditions as specified in the Articles of Association or as fixed before such issuance by a resolution passed by the directors and confirmed and declared by shareholders by a special resolution. The preference shares shall be entitled to preference over shares in respect of the payment of dividends and shall have priority over other shares in the event of a distribution of residual assets of the Company in the event of a liquidation, dissolution or winding up of the Company.. The rights attaching to the shares or the preference shares can only be modified by the affirmative vote of at least two-thirds of the votes cast at a meeting of the relevant shareholders called for that purpose.

 

Meetings of Shareholders

The Articles of Association require the Company to call an annual general meeting of shareholders within 13 months after holding the last preceding annual general meeting and permits the Company to call any other meeting of shareholders at any time. The Company is required to mail a notice of meeting and management information circular to registered shareholders not less than 21 clear days and not more than 60 days prior to the date of any annual or other general meeting of shareholders. These materials must also be filed with Canadian securities regulatory authorities. The Articles of Association provide that a quorum of two shareholders in person or represented by proxy holding or representing by proxy not less than 5% of the Company’s issued shares carrying the right to vote at the meeting is required to transact business at a general meeting. Shareholders, and their duly appointed proxies and corporate representatives, as well as the Company's auditors, are entitled to be admitted to the Company's annual and other general meetings of shareholders.

 

Limitations on the Right to Own Securities

There are no limitations on the rights to own securities in the Company.

 

Limitations on Restructuring

There is no provision in the Articles of Association that would have the effect of placing any limitations on any corporate restructuring in addition to what would otherwise be required by applicable law.

 

Disclosure of Share Ownership

The Articles of Association permit the Company to give a disclosure notice to any person that the Company has reasonable cause to believe is/was interested in the Company’s shares within the preceding three years; such notice may require the person to inform the Company whether that person holds/has held an interest in the Company’s shares. The Articles of Association also incorporate by reference certain of the disclosure guidance and transparency rules (“DTR”) published by the UK's Financial Conduct Authority. The DTR include, inter alia, a requirement that a shareholder must notify the Company of the percentage of its voting rights (held directly and indirectly) if the percentage of those voting rights reaches, exceeds or falls below 3% of the Company’s issued voting securities and each 1% threshold above 3%.

 

C.Material Contracts

 

We enter into various contracts in the normal course of business. However, there are no material contracts outside of the normal course of business to report in this Annual Report.

 

D.Exchange Controls

 

There are no governmental laws, decrees or regulations existing in Jersey, Channel Islands, which restrict the export or import of capital, or the remittance of dividends, interest or other payments to non-resident holders of Caledonia's securities, nor does Jersey, Channel Islands have foreign exchange currency controls. Exchange control approvals from the RBZ and the Reserve Bank of South Africa are required on the flow of funds in and out of Zimbabwe and South Africa; Caledonia has obtained the necessary approvals from the RBZ and the Reserve Bank of South Africa to transfer foreign currency during 2017.

 

 55 

E.Taxation

 

Certain United States Federal Income Tax Considerations

 

The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of shares. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including without limitation specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary does not address the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of shares. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership, and disposition of shares. No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary are based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.

 

Scope of this Summary

 

Authorities

 

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation.

 

U.S. Holders

 

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of shares that is for U.S. federal income tax purposes:

 

·an individual who is a citizen or resident of the U.S.;
·a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
·an estate whose income is subject to U.S. federal income taxation regardless of its source; or
·a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

 56 

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

 

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the USD; (e) own shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) acquired shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); or (h) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the Company. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act (Canada) (the “Tax Act”); (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold shares in connection with carrying on a business in Canada; (d) persons whose shares constitute “taxable Canadian property” under the Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of shares.

 

If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds shares, the U.S. federal income tax consequences to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the status of such partners (or owners). This summary does not address the tax consequences to any such owner. Partners (or other owners) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of shares.

 

Ownership and Disposition of shares

 

The following discussion is subject to the rules described below under the heading “Passive Foreign Investment Company Rules”.

 

Taxation of Distributions

 

A U.S. Holder that receives a distribution, including a constructive distribution, with respect to a share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the shares and thereafter as gain from the sale or exchange of such shares (see “Sale or Other Taxable Disposition of shares” below). However, the Company may not maintain the calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that any distribution by the Company with respect to the shares will constitute ordinary dividend income. Dividends received on shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided the Company is eligible for the benefits of the Canada-U.S. Tax Convention, or the shares are readily tradable on a United States securities market dividends paid by the Company to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

 

Sale or Other Taxable Disposition of shares

 

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in such shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, such shares are held for more than one year.

 

 57 

Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

 

Passive Foreign Investment Company (“PFIC”) Rules

 

If the Company were to constitute a PFIC for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of shares. The Company believes that it was not a PFIC for the tax year ended December 31, 2017. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question, and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company has never been and will not become a PFIC for any tax year during which U.S. Holders hold shares.

 

In addition, in any year in which the Company is classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. A failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621.

 

The Company generally will be a PFIC under Section 1297 of the Code if, after the application of certain “look-through” rules with respect to subsidiaries in which the Company holds at least 25% of the value of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income (the “asset test”), based on the quarterly average of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade or inventory, depreciable property used in a trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.

 

If the Company were a PFIC in any tax year during which a U.S. Holder held shares, such holder generally would be subject to special rules with respect to “excess distributions” made by the Company on the shares and with respect to gain from the disposition of shares. An “excess distribution” generally is defined as the excess of distributions with respect to the shares received by a U.S Holder in any tax year over 125% of the average annual distributions such U.S. Holder has received from the Company during the shorter of the three preceding tax years, or such U.S. Holder’s holding period for the shares. Generally, a U.S. Holder would be required to allocate any excess distribution or gain from the disposition of the shares ratably over its holding period for the shares. Such amounts allocated to the year of the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments of tax would apply.

 

While there are U.S. federal income tax elections that sometimes can be made to mitigate these adverse tax consequences (including the “QEF Election” under Section 1295 of the Code and the “Mark-to-Market Election” under Section 1296 of the Code), such elections are available in limited circumstances and must be made in a timely manner.

 

U.S. Holders should be aware that, for each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record keeping requirements of a PFIC, or that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to the Company or any subsidiary that also is classified as a PFIC. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of shares, and the availability of certain U.S. tax elections under the PFIC rules.

 

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Additional Considerations

 

Additional Tax on Passive Income

 

Certain individuals, estates and trusts whose income exceeds certain thresholds will be required to pay a 3.8% surtax on “net investment income” including, among other things, dividends and net gain from disposition of property (other than property held in certain trades or businesses). Special rules apply to PFICs. U.S. Holders should consult their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of shares.

 

Receipt of Foreign Currency

 

The amount of any distribution paid to a U.S. Holder in foreign currency, or payment received on the sale, exchange or other taxable disposition of shares, generally will be equal to the USD value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into USD at that time). A U.S. Holder will have a basis in the foreign currency equal to its USD value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign currency received upon the sale, exchange or other taxable disposition of the shares. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

 

Foreign Tax Credit

 

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

 

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

 

Backup Withholding and Information Reporting

 

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

 

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Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, shares will generally be subject to information reporting and backup withholding tax, at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

 

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

 

F.Dividends and Paying Agents

 

Not applicable.

 

G.Statement by Experts

 

Not applicable.

 

H.Documents on Display

 

Any statement in this Annual Report about any of our contracts or other documents is not necessarily complete. If the contract or document is filed as an exhibit to this Annual Report, the contract or document is deemed to modify the description contained in this Annual Report. Readers must review the exhibits themselves for a complete description of the contract or document.

 

Readers may review a copy of our filings with the SEC, including exhibits and schedules filed with it, at the SEC's public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. Readers may call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC maintains a website (http://www.sec.gov) that contains reports, submissions and other information regarding registrants that file electronically with the SEC.

 

Readers may read and copy any reports, statements or other information that we file with the SEC at the address indicated above and may also access them electronically at the website set forth above. These SEC filings are also available to the public from commercial document retrieval services.

 

We are required to file reports and other information with the SEC under the Exchange Act. Reports and other information filed by us with the SEC may be inspected and copied at the SEC’s public reference facilities described above.

 

We also file certain reports with the Canadian Securities Administrators that you may obtain through access of the SEDAR website, www.sedar.com.

 

Copies of our material contracts are kept at our registered office.

 

I.Subsidiary Information

 

See Item 4.C for information regarding the Company’s subsidiaries.

 

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ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company 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 Company assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets.

 

The board of directors of the Company has responsibility to ensure that an adequate financial risk management policy is established and to approve the policy. The Company’s Audit Committee oversees management’s compliance with the Company’s financial risk management policy.

 

The fair value of the Company’s financial instruments approximates their carrying value unless otherwise noted. The types of risk exposure and the way in which such exposures are managed are as follows:

 

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 USD in the Consolidated Financial Statements.

 

The fluctuation of the USD 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 USD 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 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
   2015
USD‘000
 
   Functional currency   Functional currency   Functional currency 
   ZAR   USD   ZAR   USD   ZAR   CAD 
Cash and cash equivalents   57    601    457    265    3,874    5,483 
Trade and other payables   -    -    -    43    -    - 

 

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 before tax for the Group:

 

   2017
USD’000
   2016
USD‘000
   2015
USD’000
 
   Functional currency   Functional currency   Functional currency 
   ZAR   USD   ZAR   USD   ZAR   CAD 
Cash and cash equivalents   3    30    23    13    194    274 
Trade and other payables   -    -         2    -    - 

 

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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   2015 
Term loan   (1,486)   (2,987)   - 
Cash and cash equivalents   12,756    14,335    12,568 

 

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 total comprehensive income for the year, had the rates charged differed.

 

Sensitivity analysis – cash and cash equivalents

 

   2017   2016   2015 
             
Increase in 100 basis points   128    143    126 
Decrease in 100 basis points   (128)   (143)   (126)

 

Sensitivity analysis – term loan

 

   2017   2016   2015 
             
Increase in 100 basis points   (15)   (30)   (17)
Decrease in 100 basis points   15    30    17 

 

Concentration of Credit Risk

 

Credit risk is the risk of a financial loss to the Company if a debtor fails to meet its contractual obligation. From 2014, gold sales were made to Fidelity in Zimbabwe and the payment terms stipulated in the service delivery contract have been adhered to in all instances. Trade and other receivables are analysed in note 17 to the Consolidated Financial Statements and include $1.4 million (2016: $1.0 million; 2015: $Nil) due from Fidelity in respect of gold deliveries immediately prior to the close of business at the end of 2017 and $2.9 million (2016: $1.9 million; 2015: $2.9 million) due from the Zimbabwe government in respect of VAT refunds. The amount due from Fidelity was paid in full after year end; the outstanding balance at December 31, 2017 reflects a normal balance in the context of the timing of bullion shipments to Fidelity and payments from Fidelity for bullion received. The amount due in respect of the longer-outstanding VAT refunds were within the agreed terms.

 

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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.

 

Market Risk – Gold Price

 

The value of the Company’s mineral properties is related to the price of gold and the outlook for these minerals. In addition, adverse changes in the price of certain key or high cost operating consumables can significantly impair the Company’s cash flows.

 

Gold prices historically have fluctuated widely and are affected by numerous factors outside of the Company's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and macro-economic variables, and certain other factors related specifically to gold.

 

In February 2016, the Company entered into a hedge in respect of 15,000 ounces of gold over a period of 6 months. The hedge protected the Company if the gold price fell below $1,050 per ounce and gave the Company full participation if the price of gold exceeded $1,079 per ounce. The derivative financial instrument was entered into by the Company for economic hedging purposes and not as a speculative investment and was closed out in August 2016. The derivative contract resulted in a loss of $435,000 included in profit or loss. The Company settled the loss with the $435,000 margin call deposited at the inception of the hedge transaction.

 

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

 

ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

 

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PART II

 

ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

 

There has not been a material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or any of its significant subsidiaries. There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares of the Company.

 

ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

A. to D.

 

None.

 

E.Use of Proceeds

 

Not applicable.

 

ITEM 15 - CONTROLS AND PROCEDURES

 

A.Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and assessed the design of the Company’s internal control over financial reporting as of December 31, 2017. As required by Rule 13(a)-15 under the Exchange Act, in connection with this Annual Report on Form 20-F, under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated our disclosure controls and procedures as of December 31, 2017, and we have concluded our disclosure controls and procedures were effective as at December 31, 2017.

 

B.Management’s annual report on internal control over financial reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting has been designed to provide reasonable assurance with respect to the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with IFRS. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

 

As of the date of this filing, we have in place controls and procedures to maintain appropriate segregation of duties in our manual and computer based business processes that we believe are appropriate for a company of our size and extent of business transactions. Under the supervision and with the participation of the CEO and CFO, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making their assessment, management used the control objectives established in the 2013 Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework. Based upon that assessment and those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2017.

 

C.Attestation Report of registered public accounting firm

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which permits us to provide only management's report in this Annual Report; the Dodd-Frank Act permits a "non-accelerated filer" to provide only management's report on internal control over financial reporting in an Annual Report and omit an attestation report of the issuer's registered public accounting firm regarding management's report on internal control over financial reporting and (ii) as we qualify as an "emerging growth company" under section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and are therefore exempt from the attestation requirement.

 

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D.Changes in internal controls over financial reporting.

 

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting.

 

ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT

 

Caledonia’s board of directors has determined, as at March 30, 2018 that the three members of its Audit Committee are considered independent as defined under Canadian National Instrument 52-110 and as defined pursuant to Section 803 of the NYSE American LLC Company Guide (as such definition may be modified or supplemented) and considered to be financially literate as such terms are defined under Canadian National Instrument 52-110 Audit Committees and one of the members can be considered to be an expert. The financial expert serving on the Audit Committee is Mr. J. Holtzhausen. Messrs. J. Holtzhausen, J. Kelly and J McGloin are all independent directors under the applicable rules.

 

The SEC has indicated that the designation of an audit committee financial expert does not make that person an "expert" for any purpose, impose any duties, obligations, or liability on that person that are greater than those imposed on members of the Audit Committee and board of directors who do not carry this designation, or affect the duties, obligations, or liabilities of any other member of the Audit Committee.

 

ITEM 16B - CODE OF ETHICS

 

On November 8, 2016 the registrant’s board of directors approved in principle, and the Company formally adopted on March 7, 2017, a revised code of business conduct, ethics and anti-bribery policy that applies to the registrant’s directors, Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions, and all other employees and contractors.

 

The text of this code is available on the Company’s website (www.caledoniamining.com/index.php/aboutus/corporate-governance).

 

ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table sets forth the audit service fees billed by our current external auditors, unless stated otherwise, for the years indicated:

 

 

    2017(1)   2016(1)
Audit fees   179,588    334,996 
Audit – related fees   -    - 
Tax fees (2)   -    18,012 
All other fees   10,508    2,498 
TOTAL   190,096    355,506 

 

 65 

Notes:
(1)Prior to the start of the audit process, Caledonia’s Audit Committee receives an estimate of the costs from its auditors and reviews such costs for their reasonableness. After their review and pre-approval of the fees, the Audit Committee recommends to the board of directors whether to accept the estimated audit fees given by the auditors.

 

(2)Tax fees were for assistance provided regarding international tax matters relating to a possible permanent establishment tax exposure and a tax transfer pricing review. The services were pre-approved by Caledonia’s Audit Committee prior to the services being provided.

 

ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

Not applicable.

 

ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

Not applicable.

 

ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

 

Not applicable.

 

ITEM 16G - CORPORATE GOVERNANCE

 

Because our securities are listed on NYSE American, being a national securities exchange in the United States, we are subject to the corporate governance requirements set out in the NYSE American LLC Company Guide. We are also subject to a variety of corporate governance guidelines and requirements enacted by the jurisdictions and exchanges in which we operate our business and on which our securities are traded. We incorporate a mix of corporate governance best practices to ensure that our corporate governance complies in all material respects with the requirements of the jurisdictions in which we operate and the exchanges on which our securities are traded. 

 

Section 110 of the NYSE American Company Guide permits NYSE American to consider the laws, customs and practices of foreign issuers, and to grant exemptions from NYSE American listing criteria based on these considerations. A company seeking relief under these provisions is required to provide written certification from independent local counsel that the non-complying practice is not prohibited by home country law. A description of the significant ways in which the Company’s governance practices differ from those followed by domestic companies pursuant to NYSE American standards is as follows:

 

Shareholder Meeting Quorum Requirement: the NYSE American Company Guide specifies a quorum requirement of at least 33-1/3% of the shares issued and outstanding and entitled to vote for meetings of a listed company's shareholders. The Company's quorum requirements for shareholder meetings, as set forth in the Articles, is two members entitled to vote at the meeting present in person or by proxy together holding or representing by proxy not less than five per cent of the issued shares of the Company. The Company's quorum requirement as set forth in the Articles is not prohibited by, and does not contravene, the Companies Law.

 

Proxy Delivery Requirement: the NYSE American requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to SEC proxy rules. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, and the equity securities of the Company are accordingly exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Exchange Act. The Company complies with the applicable rules and regulations in Jersey.

 

In addition, the Company may from time-to-time seek relief from NYSE American corporate governance requirements on specific transactions under Section 110 of the NYSE American Company Guide by providing written certification from independent local counsel that the non-complying practice is not prohibited by our home country law, in which case, the Company shall make the disclosure of such transactions available on its website at http://www.caledoniamining.com. Information contained on the Company’s website is not part of this Form 20-F.  

 

 66 

ITEM 16H - MINE SAFETY DISCLOSURE

 

Not applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 67 

PART III

 

ITEM 17 - FINANCIAL STATEMENTS

 

See Item 18.

 

ITEM 18 - FINANCIAL STATEMENTS

 

The Consolidated Financial Statements and schedules appear on pages F-1 through F-58 of this Annual Report and are incorporated herein by reference. Our audited financial statements as prepared by our management and approved by the board of directors include:

 

Consolidated Statements of Profit or Loss and Other Comprehensive Income

Consolidated Statements of Financial Position

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

 

All the above statements are available on the Company’s website at www.caledoniamining.com or under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com

 

ITEM 19 – EXHIBITS

 

Financial Statements

 

Description   Page
     
Financial Statements and Notes   F1- F58

 

Exhibit List

 

Exhibit No. Name
1.1 Articles of Association (incorporated herein by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2016)
4.1 OEICP (revised 2015) (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2015)
4.2 Employment contracts/executive employment agreements (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2017)
4.3 Share Subscription Agreements – Blanket Mine (incorporated herein by reference to Exhibit 15.4 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2015)
4.4 Addendum to share subscription agreements – FREMIRO, GCSOT, NIEEF, BETS
8.1 List of  Caledonia Mining Corporation Plc group entities
12.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1 Property and Claims Information of Blanket Mine (incorporated herein by reference to Exhibit 15.2 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2015)

 

 68 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Board of Directors

Caledonia Mining Corporation Plc

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Caledonia Mining Corporation Plc (the Company) as of December 31, 2017 and December 31, 2016, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and December 31, 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the Company’s auditor since 2013.

 

KPMG Inc

 

 

 

85 Empire Road

Parktown

Johannesburg

South Africa

March 29, 2018

 

 F-1 

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 ended December 31  Notes  2017   2016   2015 
                
Revenue      69,762    61,992    48,977 
Less: Royalties      (3,498)   (2,923)   (2,455)
Production costs  8   (36,180)   (32,086)   (30,019)
Depreciation  15   (3,763)   (3,491)   (3,322)
Gross profit      26,321    23,492    13,181 
Other income  9   2,594    1,330    110 
Other expenses  10   (195)   (55)   - 
Administrative expenses  12   (5,911)   (7,263)   (7,622)
Equity-settled share-based expense  23.1   (835)   (170)   (24)
Cash-settled share-based expense  23.2   (976)   (618)   - 
Sale of Blanket Mine treasury bills  11   -    3,202    - 
Net foreign exchange (loss)/gain      (380)   (505)   2,850 
Loss on settlement of hedge      -    (435)   - 
Operating profit      20,618    18,978    8,495 
Finance income  13   38    16    1 
Finance cost  13   (69)   (192)   (536)
Profit before tax      20,587    18,802    7,960 
Tax expense  14   (8,691)   (7,717)   (2,370)
Profit for the year      11,896    11,085    5,590 
Other comprehensive income                  
Items that are or may be reclassified to profit or loss                  
Foreign currency translation differences of foreign operations      373    262    (3,291)
Tax on other comprehensive income      -    -    199 
Total comprehensive income for the year      12,269    11,347    2,498 
                   
Profit attributable to:                  
Owners of the Company      9,384    8,526    4,779 
Non-controlling interests      2,512    2,559    811 
Profit for the year      11,896    11,085    5,590 
Total comprehensive income attributable to:                  
Owners of the Company      9,757    8,788    1,687 
Non-controlling interests      2,512    2,559    811 
Total comprehensive income for the year      12,269    11,347    2,498 
                   
Earnings per share                  
Basic earnings -per share ($)  21   0.86    0.79    0.45 
Diluted earnings - per share ($)  21   0.86    0.79    0.45 

 

The accompanying notes on page F-6 to F-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.

 

 F-2 

Caledonia Mining Corporation Plc

Consolidated statements of financial position

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

 

As at 31 December  Notes  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 F-6 to F-58 are an integral part of these consolidated financial statements.

 

 F-3 

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 December 31, 2014   54,569    (3,229)   132,591    15,847    (150,128)   49,650    693    50,343 
Transactions with owners:                                        
Equity settled share-based expense   -    -    -    24    -    24    -    24 
Dividends paid   -    -    -    -    (2,504)   (2,504)   -    (2,504)
Total comprehensive income:                                        
Profit for the year   -    -    -    -    4,779    4,779    811    5,590 
Other comprehensive income for the year   -    (3,291)   -    -    199    (3,092)   -    (3,092)
Balance at December 31, 2015   54,569    (6,520)   132,591    15,871    (147,654)   48,857    1,504    50,361 
Transactions with owners:                                        
Equity settled share-based expense   -    -    -    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   -    -    -    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 F-6 to F-58 are an integral part of these consolidated financial statements.

 

 F-4 

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   2015 
                
Cash flows from operating activities  26   28,885    25,671    8,823 
Interest received      38    16    1 
Interest paid      (199)   (210)   (493)
Tax paid  14   (4,212)   (2,466)   (1,462)
Net cash from operating activities      24,512    23,011    6,869 
                   
Cash flows from investing activities                  
Acquisition of property, plant and equipment      (21,639)   (19,885)   (16,567)
Proceeds from sale of property, plant and equipment      -    3    - 
Net cash used in investing activities      (21,639)   (19,882)   (16,567)
                   
Cash flows from financing activities                  
Dividends paid      (3,310)   (2,994)   (2,504)
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    (2,504)
                   
Net (decrease)/increase in cash and cash equivalents      (1,837)   3,495    (12,202)
Effect of exchange rate fluctuation on cash held      258    (40)   - 
Net cash and cash equivalents at beginning of year      14,335    10,880    23,082 
Net cash and cash equivalents at year end  18   12,756    14,335    10,880 

 

The accompanying notes on page F-6 to F-58 are an integral part of these consolidated financial statements.

 

 F-5 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 F-6 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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, 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:

 

 F-7 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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)

  

·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 expenditures;

 

·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 due to changes 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.

 

 F-8 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 F-9 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 F-10 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

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

4Significant accounting policies

 

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

 

(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.

 

 F-11 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 F-12 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 

 

 

 

 

 

 

 F-13 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 

 F-14 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 

 F-15 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 F-16 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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. 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.

 

 F-17 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

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

4Significant accounting policies (continued)

(g) Impairment (continued)

 

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.

 

 F-18 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

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

4Significant accounting policies (continued)

(g) Impairment (continued)

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.

 

 

 F-19 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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 (continued)

 

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 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 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.

 

 F-20 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.

 

 F-21 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2017, 2016 and 2015

(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.