Report of Foreign Issuer (6-k)

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Report of Foreign Private Issuer

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

Of the Securities Exchange Act of 1934

For the month of November 2015

Commission File Number: 000-13345

CALEDONIA MINING CORPORATION

(Translation of registrant’s name into English)

Suite 1000

36 Toronto Street

Toronto, ON, M5C 2C5

Canada

(Address of principal executive offices)

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

Form 20-F x Form 40-F ______

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

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

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

Yes ______ No x

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

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Caledonia Mining Corporation (Registrant) By: /s/ Steve Curtis
Dated: November 12, 2015	Name: Steve Curtis Title: CEO and Director

Exhibit Index

Exhibit	Description

99.1	Interim Financial Statements/Report
99.2	Interim MD&A
99.3	52-109F2 - Certification of Interim Filings - CEO
99.4	52-109F2 - Certification of Interim Filings - CFO

Exhibit 99.1

Caledonia Mining Corporation

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION

To the Shareholders of Caledonia Mining Corporation:

Management has prepared the information and representations in this interim report. The unaudited condensed consolidated financial statements of Caledonia Mining Corporation ("Group") have been prepared in accordance with International Accounting Standard 34 ("IAS 34") Interim Financial Reporting and, where appropriate, these statements include some amounts that are based on best estimates and judgment. Management have determined such amounts on a reasonable basis in order to ensure that the unaudited condensed consolidated financial statements are presented fairly, in all material respects.

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

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

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

At September 30, 2015, management evaluated the effectiveness of the Group's internal control over financial reporting and concluded that such internal control over financial reporting was effective and there were no material weaknesses or changes in internal controls identified by management.

As part of their monitoring and oversight role, the Audit Committee performs a review and conducts discussions with management. No material exceptions were noted based on the additional procedures and no evidence of fraudulent activity was found.

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

These condensed consolidated financial statements have not been reviewed by the Group's auditors.

The unaudited condensed consolidated financial statements for the period ended September 30, 2015 were approved by the Board of Directors and signed on its behalf on November 13, 2015.

(Signed) S. R. Curtis	(Signed) M. Learmonth

Chief Executive Officer	Chief Financial Officer

Caledonia Mining Corporation

Condensed consolidated statements of profit or loss and other comprehensive income

In thousands of Canadian dollars (except for earnings per share amounts)

Unaudited		For the 3 months ended September 30						For the 9 months ended September 30
	Note	2015			2014			2015			2014

Revenue			15,802			13,492			46,810			46,110
Less: Royalty			(791	)		(945	)		(2,344	)		(3,230	)
Production costs	6		(10,170	)		(7,174	)		(28,924	)		(23,730	)
Depreciation			(1,189	)		(1,029	)		(3,252	)		(3,112	)
Gross profit			3,652			4,344			12,290			16,038
Administrative expenses	7		(2,176	)		(1,754	)		(6,518	)		(5,361	)
Foreign exchange gain			1,847			389			2,611			517
Other income			43			52			71			57
Operating profit			3,366			3,031			8,454			11,251
Finance income			-			11			1			11
Finance cost			(451	)		(27	)		(539	)		(97	)
Net finance costs			(451	)		(16	)		(538	)		(86	)
Profit before income tax			2,915			3,015			7,916			11,165
Income and other tax expense			(930	)		(1,747	)		(3,341	)		(4,284	)
Profit for the period			1,985			1,268			4,575			6,881
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss
Foreign currency translation differences for foreign operations			3,333			2,562			6,280			2,408
Other comprehensive income for the period, net of income tax			3,333			2,562			6,280			2,408
Total comprehensive income for the period			5,318			3,830			10,855			9,289
Profit attributable to:
Shareholders of the Company			1,694			1,112			3,572			5,377
Non-controlling interests			291			156			1,003			1,504
Profit for the period			1,985			1,268			4,575			6,881
Total comprehensive income attributable to:
Shareholders of the Company			4,922			3,637			9,662			7,769
Non-controlling interests			396			193			1,193			1,520
Total comprehensive income for the period			5,318			3,830			10,855			9,289
Earnings per share
Basic earnings per share		$	0.033		$	0.022		$	0.067		$	0.105
Diluted earnings per share		$	0.033		$	0.022		$	0.067		$	0.105

The accompanying notes on pages 6 to 16 are an integral part of these condensed consolidated interim financial statements.

On behalf of the Board: "S.R Curtis"- Chief Executive Officer and "M Learmonth" - Chief Financial Officer

Caledonia Mining Corporation

Condensed consolidated statements of financial position

(In thousands of Canadian dollars)

		Unaudited			Audited
As at		September 30,			December 31,
	Note	2015			2014
Assets
Property, plant and equipment	8		58,298			40,388
Total non-current assets			58,298			40,388

Inventories	9		8,542			7,571
Prepayments			1,826			348
Trade and other receivables	10		5,529			2,040
Cash and cash equivalents	11		22,422			26,838
Total current assets			38,319			36,908
Total assets			96,617			77,296

Equity and liabilities
Share capital			57,607			57,607
Reserves			165,973			158,883
Retained loss			(158,532	)		(159,759	)
Equity attributable to shareholders			65,048			57,731
Non-controlling interests			1,997			804
Total equity			67,045			58,535

Liabilities
Provisions			3,233			2,888
Deferred tax liability			14,343			10,092
Total non-current liabilities			17,576			12,980

Trade and other payables			7,040			3,791
Income taxes payable			2,187			1,990
Bank Overdraft	11		2,769			-
Total current liabilities			11,996			5,781
Total liabilities			29,572			18,761
Total equity and liabilities			96,617			77,296

The accompanying notes on pages 6 to 16 are an integral part of these condensed consolidated interim financial statements.

On behalf of the Board: "S.R Curtis"- Chief Executive Officer and "M Learmonth" - Chief Financial Officer

Caledonia Mining Corporation

Condensed consolidated statements of changes in equity

For the nine months ended September 30

(expressed in thousands of Canadian dollars)

Unaudited	Share Capital		Foreign Currency Translation Reserve		Contributed Surplus		Share based Payment Reserve		Retained Loss			Total			Non-controlling interests (NCI)			Total Equity

Balance at December 31, 2013		57,607		319		140,000		15,750		(161,651	)		52,025			(51	)		51,974
Transactions with owners:
Dividend paid		-		-		-		-		(2,351	)		(2,351	)		(848	)		(3,199	)
Total comprehensive income:
Profit for the period		-		-		-		-		5,377			5,377			1,504			6,881
Other comprehensive income		-		2,392		-		-		-			2,392			16			2,408
Balance at September 30, 2014		57,607		2,711		140,000		15,750		(158,625	)		57,443			621			58,064
Balance at December 31, 2014		57,607		4,133		140,000		15,750		(159,759	)		57,731			804			58,535
Transactions with owners:
Dividend paid		-		-		-		-		(2,345	)		(2,345	)		-			(2,345	)
Total comprehensive income:
Profit for the period		-		-		-		-		3,572			3,572			1,003			4,575
Other comprehensive income		-		6,090		-		-		-			6,090			190			6,280
Balance at September 30, 2015 Unaudited		57,607		10,223		140,000		15,750		(158,532	)		65,048			1,997			67,045

The accompanying notes on pages 6 to 16 are an integral part of these condensed consolidated interim financial statements.

On behalf of the Board: "S.R Curtis"- Chief Executive Officer and "M Learmonth" - Chief Financial Officer

Caledonia Mining Corporation

Condensed consolidated statements of cash flows

(In thousands of Canadian dollars)



Unaudited		For the 3 months ended September 30						For the 9 months ended September 30
Cash flows from operating activities	Note	2015			2014			2015			2014

Cash flows generated from operating activities	12		1,132			5,057			7,881			15,453
Interest received			-			11			1			11
Interest paid			(33	)		(27	)		(94	)		(97	)
Tax paid			(226	)		(1,410	)		(1,014	)		(3,851	)
Cash from operating activities			873			3,631			6,774			11,516

Cash flows from investing activities
Property, plant and equipment additions			(6,890	)		(1,379	)		(14,142	)		(4,961	)
Proceeds from sale of property, plant and equipment			71			72			129			72
Net cash used in investing activities			(6,820	)		(1,307	)		(14,013	)		(4,889	)

Cash flows from financing activities
Dividend paid			(779	)		(1,312	)		(2,345	)		(3,199	)
Net cash used in financing activities			(779	)		(1,312	)		(2,345	)		(3,199	)
Net (decrease)/ increase in cash and cash equivalents			(6,726	)		1,012			(9,584	)		3,428
Cash and cash equivalents at beginning period			23,683			25,842			26,838			23,426
Effect of exchange rate fluctuations on cash held			2,696			-			2,398			-
Cash and cash equivalents at end of period	11		19,653			26,854			19,653			26,854

The accompanying notes on pages 6 to 16 are an integral part of these condensed consolidated interim financial statements.

On behalf of the Board: "S.R Curtis"- Chief Executive Officer and "M Learmonth" - Chief Financial Officer

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

1 Reporting entity

Caledonia Mining Corporation (the "Company") is a company domiciled in Canada. The address of the Company's registered office is Suite 4009, 1 King Street West, Toronto, Ontario, M5H 1A1, Canada. The Condensed Consolidated Financial Statements of the Group as at and for the nine months ended September 30, 2015 comprises 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 acquisition, exploration and development of mineral properties for the exploration of base and precious metals.

2 Basis for preparation

(a) Statement of compliance

These unaudited Condensed Consolidated Interim Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all the information required for full annual financial statements. Accordingly, certain information and disclosures normally included in the annual Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) have been omitted or condensed. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended December 31, 2014.

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following item in the statement of financial position:

equity-settled share-based payment arrangements are measured at fair value on grant date.

These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company. All financial information presented in Canadian dollars has been rounded to the nearest thousand unless otherwise stated.

3 Use of estimates and judgements

Management makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and assumptions are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions. The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income.

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

3 Use of estimates and judgements - (continued)

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at December 31, 2014.

The condensed consolidated interim financial statements should be read in conjunction with the Group's annual financial statements for the year ended December 31, 2014.

4 Significant accounting policies

The same accounting policies and methods of computation have been applied consistently to all periods presented in these condensed consolidated interim financial statements as compared to the Group's annual financial statements for the year ended December 31, 2014. In addition, the accounting policies have been applied consistently by the Group entities.

5 Blanket Zimbabwe Indigenisation Transaction

During 2012 the Group, to comply with Zimbabwean law that requires that indigenous Zimbabweans own at least 51% of the Blanket Mine, consequently the Group entered into an agreement to sell a 41% ownership interest in Blanket Mine as follows:

·	A 16% interest to the National Indigenisation and Economic Empowerment Fund ("NIEEF") for US$11.74 million.

·	A 15% interest to Fremiro, which is owned by Indigenous Zimbabweans, for US$11.01 million.

A 10% interest to Blanket Employee Trust Services (Private) Limited (BETS) for the benefit of present and future managers and employees for US$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.

In addition a 10% ownership interest was donated to the Gwanda Community Share Ownership Trust (Community Trust).

The Group facilitated the vendor funding of these transactions 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 Shareholders.

Outstanding balances on the facilitation loans attract interest at a rate of 10% over the 12-month LIBOR. 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.

The facilitation loans relating to the group were declared by Caledonia Holdings Zimbabwe (Blanket Mine's parent company) to a wholly-owned subsidiary of Caledonia Mining Corporation as a dividend in specie on February 14, 2013 and withholding tax amounting to US$1.504 million was paid and expensed on March 5, 2013.

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

5 Blanket Zimbabwe Indigenisation Transaction – (continued)

Accounting treatment

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

●	Non-controlling interests (NCI) are recognised on the portion of shareholding upon which dividends declared by Blanket Mine accrue unconditionally to equity holders as follows:

(a)

20% of the 16% shareholding of NIEEF;

(b)

20% of the 15% shareholding of Fremiro;

(c)

100% of the 10% shareholding of the Community Trust.

●	This effectively means that NCI is recognised at Blanket Mine level at 16.2% of the net assets.

●

The remaining 80% of the shareholding of NIEEF and Fremiro is recognised as non-controlling interests to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans including interest. At September 30, 2014 the attributable net asset value did not exceed the balance on the respective loan accounts and thus no additional NCI was recognised.

●

The transaction with the BETS is accounted for in accordance with IAS 19 Employee Benefits (profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in 20% of the dividends accruing to the 10% shareholding in Blanket Mine if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceed the balance on the BETS facilitation loan they will accrue to the employees at the date of such declaration.

●	The Employee Trust and BETS are structured entities which are effectively controlled and consolidated by Blanket Mine. Accordingly the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised.

USD 000's	Shareholding	NCI Recognised	NCI subject to facilitation loan	Balance of facilitation loan at 30 September 2015 #	Dec 31 2014
NIEEF	16%	3.2%	12.8%	11,909	11,909
Fremiro	15%	3.0%	12.0%	11,657	11,657
Community Trust	10%	10.0%	-	-	-
BETS ~	10%	-*	-*	7,772	7,772
	51%	16.2%	24.8%	US$31,338	US$31,338

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

5 Blanket Zimbabwe Indigenisation Transaction – (continued)

The balance on the facilitation loans is reconciled as follows:

	USD 000's
Subscription price funded on loan account – at December 31, 2014		31,338
Interest accrued ^&		-
Dividends used to repay loans ^&		-
Balance at September 30, 2015		31,338

^& A moratorium has been placed on interest until dividends are resumed by Blanket Mine.

*The shares held by BETS are effectively treated as treasury shares (see above).

~ Accounted for under IAS19 Employee Benefits.

# Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable (see above).

Advance dividends

In anticipation of completion of the underlying subscription agreements, Blanket Mine agreed to an advance dividend arrangement with the Community Trust against their right to receive dividends declared by Blanket Mine on their shareholding as follows:

A US$2 million payment on or before September 30, 2012;

A US$1 million payment on or before February 28, 2013; and

A US$1 million payment on or before April 30, 2013.

These advance payments were debited to a loan account bearing interest at a rate of 10% over the 12-month LIBOR. The loan is repayable by way of set off of future dividends on the Blanket Mine shares owed by the Community Trust.

The advance dividend payments were recognised as distributions to shareholders. The loans arising are not recognised as loans receivable, because repayment is by way of uncertain future dividends to be declared.

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

5 Blanket Zimbabwe Indigenisation Transaction – (continued)

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

	Community Trust
	US$
Balance at December 31, 2014		3,237
Interest accrued ^&		-
Dividends used to repay advance dividends ^&		-
Balance at September 30, 2015		3,237

^& A moratorium has been placed on interest until dividends are resumed by Blanket Mine.

6 Production costs

	September 30 2015		September 30 2014

Salaries and wages		10,960		8,120
Consumable materials		14,650		12,668
Site restoration		28		28
Exploration		334		313
Safety		499		402
On mine administration		2,453		2,199
		28,924		23,730

7 Administrative expenses

	September 30 2015		September 30 2014

Investor relations		513		360
Management contract fee		-		768
Professional consulting fees		425		452
Audit fee		256		141
Legal fee and disbursements		279		510
Accounting services fee		202		23
Listing fees		146		161
Travel		333		244
Donations		-		10
Directors fees		247		275
Salaries and wages		2,194		1,539
Tax penalties		209		-
Unrecoverable VAT expenses		334		-
Zambian costs		960		449
Other		420		429
		6,518		5,361

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

8 Property, plant and equipment

	Land and buildings	Mineral properties being depreciated	Mineral properties not depreciated	Plant and equipment	Assets under construction	Fixtures and fittings	Motor vehicles	Total

Cost

Balance at January 1, 2014	8,152	14,991	16,320	21,476	-	1,306	2,219	64,464
Additions	592	3,390	1,864	1,921	-	122	19	7,908
Reallocations between asset classes	(640)	1,834	-	(1,197)	-	3	-	-
Disposals	-	-	-	(304)	-	-	(9)	(313)
Foreign exchange movement	742	1,689	(2,763)	2,482	-	(44)	61	2,163
Balance at December 31, 2014	8,846	21,904	15,421	24,378	-	1,387	2,290	74,226
Additions	-	9,887	1,486	651	*1,696	120	302	14,142
Disposals	(25)	-	-	(46)	-		(80)	(151)
Reallocations between asset classes	(298)	1,447		(101)	(1,048)	-	-	-
De-recognition of Zambian assets**	-	-	(12,294)	(283)		(75)	(77)	(12,729)
Foreign exchange movement	1,299	4,305	(709)	3,846	-	111	370	9,222
Balance at September 30, 2015	9,822	37,543	3,904	28,445	648	1,543	2,805	84,710

* Two winders were purchased by Caledonia Mining South Africa Proprietary Limited of which one has been transferred to the Blanket Mine and the other is currently in the process of refurbishment. The winders are earmarked for installation at the Blanket Mine as part of the Revised Investment Plan.

** The Group surrendered all exploration rights relating to the Zambian operations for a nominal value. The Zambian assets were fully impaired in previous periods.

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

8 Property, plant and equipment - (continued)

	Land and buildings	Mineral properties being depreciated	Mineral properties not depreciated	Plant and equipment	Assets under construction	Fixtures and fittings	Motor vehicles	Total
Depreciation and Impairment losses

Balance at January 1, 2014	1,734	2,826	14,333	9,886	-	1,063	1,174	31,016
Depreciation for the year	576	810	-	2,088	-	86	357	3,908
Disposals	-	-	-	(236)	-	-	(9)	(245)
Impairment	-	-	-	180	-	16	-	196
Foreign exchange movement	(252)	358	(930)	(140)	-	(65)	(8)	(1,037)
Balance at December 31, 2014	2,049	3,994	13,403	11,778	-	1,100	1,514	33,838
Depreciation for the period	527	421	-	1,895	-	83	314	3,240
Disposals	-	-	-	(42)	-	`-	(51)	(93)
De-recognition of Zambian assets	-	-	(12,294)	(283)	-	(75)	(77)	(12,729)
Foreign exchange movement	349	654	(1,109)	1,984	-	44	234	2,156
Balance at September 30, 2015	2,925	5,069	-	15,332	-	1,152	1,934	26,412
Carrying amounts
At December 31, 2014	6,797	17,910	2,018	12,600	-	287	776	40,388
At September 30, 2015	6,897	32,474	3,904	13,113	648	391	871	58,298

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

9 Inventories

	September 30		December 31
	2015		2014

Consumable stores		8,542		6,932
Gold in progress		-		639
		8,542		7,571

Inventory is comprised of gold in circuit at Blanket and consumable stores utilised by Blanket Mine.

10 Trade and other receivables

	September 30		December 31
	2015		2014

Bullion sales receivable		2,309		-
VAT receivables		2,316		1,169
Deposits for stores and equipment and other receivables		904		871
		5,529		2,040

The bullion receivable was received shortly after the delivery of the gold.

11 Cash and cash equivalents

	September 30			December 31
	2015			2014

Bank balances		22,422			26,838
Cash and cash equivalents in the statement of financial position		22,422			26,838
Bank overdrafts used for cash management purposes		(2,769	)		-
Cash and cash equivalents in the statement of cash flows		19,653			26,838

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

12 Cash flow information

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

	September 30			September 30
	2015			2014

Operating profit		8,454			11,251
Adjustments for:
Site restoration		28			28
Profit on sale of property, plant and equipment		(25	)
Depreciation		3,252			3,112
Cash generated by operations before working capital changes		11,709			13,874
Inventories		404			431
Prepayments		(3,551	)		(33	)
Trade and other receivables		(7,016	)		1,502
Trade and other payables		6,335			(321	)
Cash generated by operating activities		7,881			15,453

13 Operating Segments

The Group's operating segments have been identified based on geographic areas. The Group has four reportable segments as described below, which are the Group's strategic business units. The strategic business units are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Group's CEO reviews internal management report on at least a quarterly basis. The following geographical areas describe the operations of the Group's reportable segments: Corporate, Zimbabwe, South Africa and Zambia. The accounting policies of the reportable segments are the same as described in note 4.

The Zimbabwe operating segments comprise an operating gold mine. The Zambia segments consist of the discontinued Nama copper project and cobalt project. The South Africa geographical segment comprises a gold mine under care and maintenance as well as sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine.

Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Group's CFO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

13 Operating Segments – (continued)

For the 9 months ended 30 September 2015
2015	Corporate			Zimbabwe			South Africa			Zambia			Inter-group eliminations adjustments			Total

External Revenue		-			46,810			10,798			-			(10,798	)		46,810
Royalty		-			(2,344	)		-			-			-			(2,344	)
Production costs		-			(28,955	)		(10,277	)		-			10,308			(28,924	)
Management fee		-			(3,961	)		3,961			-			-			-
Administrative expenses		(268	)		(234	)		(5,057	)		(959	)		-			(6,518	)
Depreciation		-			(3,347	)		(38	)		-			133			(3,252	)
Other (expense)/income		-			54			5			12			-			71
Foreign exchange gain/(loss)		219			-			2,392			-			-			2,611
Finance income		-			-			1			-			-			1
Finance expense		-			(135	)		(404	)		-			-			(539	)
Segment profit before income tax		(49	)		7,888			1,381			(947	)		(357	)		7,916
Income tax expense		(359	)		(2,691	)		(291	)		-			-			(3,341	)
Segment profit after income tax		(408	)		5,197			1,090			(947	)		(357	)		4,575

Geographic segment assets as at 30 September 2015
Current assets		7,947			17,312			16,220			9			(3,169	)		38,319
Non-current (excluding intercompany assets)		56			59,020			1,092			-			(1,870	)		58,298
Intercompany assets		132,748			-			39,755						(172,503	)		-
Expenditure on property, plant and equipment		-			12,446			*1,696			-			-			14,142
Geographic segment liabilities :
Current liabilities		(1,203	)		(9,438	)		(2,011	)		-			-			(11,996	)
Non-current liabilities (excluding intercompany liabilities)		-			(16,967	)		(609	)		-			-			(17,576	)
Intercompany liabilities		(45,981	)		(2,555	)		(87,355	)		(34,734	)		170,625			-

Caledonia Mining Corporation

Notes to the Condensed Consolidated Financial Statements

For the nine months ended September 30, 2015

(expressed in thousands of Canadian dollars)

____________________________________________________________________________________________

13 Operating Segments – (continued)

For the 9 months ended 30 September 2014
2014	Corporate			Zimbabwe			South Africa			Zambia			Inter-group eliminations adjustments			Total

External Revenue		4,069			46,109			9,686			-			(13,754	)		46,110
Royalty		-			(3,230	)		-			-			-			(3,230	)
Production costs		-			(23,950	)		(5,584	)		(220	)		6,024			(23,730	)
Management fee		-			(3,389	)		-			-			3,389			-
Administrative expenses		(2,660	)		(218	)		(2,034	)		(449	)		-			(5,361	)
Depreciation		-			(3,069	)		(14	)		(100	)		71			(3,112	)
Other (expense)/income		-			(10	)		67			-			-			57
Foreign exchange gain/(loss)		45			-			1,138			-			(666	)		517
Finance income		11			-			-			-			-			11
Finance expense		-			(97	)		-			-			-			(97	)
Segment profit before income tax		1,465			12,146			3,259			(769	)		(4,936	)		11,165
Income tax expense		(651	)		(3,049	)		(584	)		-			-			(4,284	)
Segment profit after income tax		814			9,097			2,675			(769	)		(4,936	)		6,881

Geographic segment assets as at 31 December 2014
Current assets		12,520			12,148			13,700			51			(1,511	)		36,908
Non-current assets		56			41,646			356			-			(1,670	)		40,388
Expenditure on property, plant and equipment		-			7,905			52			107			(156	)		7,908
Intercompany balances		118,502			1,748			33,788			-			(154,038	)		-

Geographic segment liabilities as at 31 December 2014
Current liabilities		(1,146	)		(2,804	)		(1,831	)		-			-			(5,781	)
Non-current liabilities		-			(12,291	)		(689	)		-			-			(12,980	)
Intercompany balances		(39,479	)		(1,049	)		(84,187	)		(29,323	)		154,038			-

Major customer

Revenues from Fidelity Printers and Refiners in Zimbabwe amounted to $46,810 (2014: $46,110) for the period ended September 30, 2015.

Directors and Management at November 13, 2015


BOARD OF DIRECTORS	OFFICERS
L.A. Wilson (1)(2)(3)(4)(7) - Chairman	S. R. Curtis
Non- executive Director	Chief Executive Officer
New York, United States of America	Johannesburg, South Africa

S. R. Curtis (5)(7)	M. Learmonth (5)(7)
Chief Executive Officer	Chief Financial Officer and Vice-President Investor Relations and Corporate Development
Johannesburg, South Africa	Johannesburg, South Africa

J. Johnstone (2)(4)(6)(7)	D. Roets (6)(7)
Non-executive Director	Chief Operating Officer
Gibsons, British Columbia, Canada	Johannesburg, South Africa

J. L. Kelly (1)(2)(3)(7)	Dr. T. Pearton (5)(6)(7)
Non- executive Director	Vice-President Exploration
New York, United States of America	Johannesburg, South Africa

D. Henderson
Non- executive Director	DSA Corporate Services Inc.
Toronto, Ontario, Canada	Company Secretary
	36 Toronto Street – Suite1000
J. Holtzhausen (1)(2)(4)(5)(6)(7) - Chairman Audit Committee	Toronto, Ontario, M5C 2C5
Non- executive Director
Cape Town, South Africa
	Board Committees
M. Learmonth (5)(7)	(1) Audit Committee
Chief Financial Officer and Vice-President Investor Relations	(2) Compensation Committee
and Corporate Development	(3) Corporate Governance Committee
Johannesburg, South Africa	(4) Nominating Committee
	(5) Disclosure Committee
	(6) Technical Committee
	(7) Strategic Planning Committee

CORPORATE DIRECTORY as at November 13, 2015

CORPORATE OFFICES Canada - Head Office Caledonia Mining Corporation		SOLICITORS Borden Ladner Gervais LLP Suite 4100, Scotia Plaza
Suite 4009, 1 King West Toronto, Ontario M5H 1A1		40 King Street West Toronto, Ontario M5H 3Y4 Canada
Tel:(1)(416) 369-9835 Fax:(1)(416) 369-0449 info@caledoniamining.com
		AUDITORS
South Africa – Africa Office Caledonia Mining South Africa Proprietary Limited		KPMG Inc. 85 Empire Road
P.O. Box 4628 Weltevreden Park 1715		Parktown 2193 South Africa
South Africa		Tel: +27 83 445 1400, Fax: + 27 11 647 6018
Tel: (27)(11) 447-2499
		REGISTRAR & TRANSFER AGENT
Zimbabwe Caledonia Holdings Zimbabwe (Limited)		Computershare 100 University Ave, 8th Floor,
P.O. Box CY1277 Causeway, Harare Zimbabwe Tel: (263) (4) 701 152/4 Fax: (263)(4) 702 248		Toronto, Ontario, M5J 2Y1 Tel:+1 416 263 9483

CAPITALIZATION at Nov 10, 2015 Authorised: Unlimited Shares, Warrants and Options Issued:		BANKERS Canadian Imperial Bank of Commerce 6266 Dixie Road
		Mississauga, Ontario L5T 1A7 Canada
Common Shares:	52,078,908
Warrants:	Nil
Options:	2,150,920 (Oct 30, 2015)
SHARES LISTED Toronto Stock Exchange Symbol "CAL" NASDAQ OTCQX Symbol "CALVF" London "AIM" Market Symbol "CMCL"		NOMAD AND BROKER (AIM) WH Ireland Limited 11 St James's square Manchester
		M2 6WH
		Tel: +44 161 832 2174

Exhibit 99.2

CALEDONIA MINING CORPORATION

NOVEMBER 12, 2015

Management's Discussion and Analysis

This management's discussion and analysis ("MD&A") of the consolidated operating results and financial position of Caledonia Mining Corporation ("Caledonia" or the "Company") is for the fiscal quarter ended September 30, 2015 ("Q3 2015" or the "Quarter") and the period ended November 10, 2015. It should be read in conjunction with the Unaudited Condensed Consolidated Interim Financial Statements of Caledonia for the nine months ended September 30, 2015 ("the Unaudited Condensed Consolidated Interim Financial Statements") which are available from the System for Electronic Data Analysis and Retrieval at www.sedar.com or from Caledonia's website at www.caledoniamining.com. The Unaudited Condensed Consolidated Interim Financial Statements and related notes have been prepared in accordance with International Accounting Standard 34 ("IAS 34") Interim Financial Reporting. In this MD&A, the terms "Caledonia", the "Company", "we", "our" and "us" refer to the consolidated operations of Caledonia Mining Corporation and our subsidiaries unless otherwise specifically noted or the context requires otherwise.

Note that all currency references in this document are to Canadian Dollars, unless otherwise stated.

TABLE OF CONTENTS

Overview

Highlights

Summary Financial Results

Operations at the Blanket Gold Mine, Zimbabwe

4.1.

Safety, Health and Environment ("SHE")

4.2.

Social Investment and Contribution to the Zimbabwean Economy

4.3.

Gold Production

4.4.

Costs

4.5.

Underground

4.6.

Metallurgical Plant

4.7.

Capital Projects

4.8.

Indigenisation

4.9.

Opportunities and Outlook

Exploration and Project Development

Investing

Financing

Liquidity and Capital Resources

Off-Balance Sheet Arrangements, Contractual Commitments and Contingencies

10.

Non-IFRS Measures

11.

Related Party Transactions

12.

Critical Accounting Policies

13.

Financial Instruments

14.

Dividend Policy and Other Shareholder Information

15.

Securities Outstanding

16.

Risk Analysis

17.

Forward-Looking Statements

18.

Controls

19.

Qualified Person

OVERVIEW

Caledonia is an exploration, development and mining corporation focused on Southern Africa. Following the implementation of indigenisation at the Blanket Gold Mine ("Blanket" or the "Blanket Mine") in September 2012, Caledonia's primary asset is a 49% legal ownership in Blanket, an operating gold mine in Zimbabwe. Caledonia continues to consolidate Blanket, as explained in Note 5 to the Unaudited Condensed Consolidated Interim Financial Statements, accordingly operational and financial information of the Blanket Mine is consolidated in the Group results. Caledonia's shares are listed in Canada on the Toronto Stock Exchange (symbol - "CAL"), on London's AIM (symbol - "CMCL") and are also traded on the American OTCQX (symbol - "CALVF").

2.	HIGHLIGHTS

	3 months to September 30		9 months to September 30
	2014	2015	2014	2015	Comment
Gold produced (oz)	9,890	10,927	31,354	31,288	Higher gold production in the Quarter due to increased tonnes milled, offset by lower grades and metallurgical recovery
On Mine cash cost (US$/oz)¹	669	668	636	689	On mine cash costs remain stable
All-in sustaining cost ("AISC") (US$/oz)¹	952	1,011	908	993	Increased AISC due to higher sustaining capital investment
Gold Sales (oz)	9,890	10,927	33,323	32,102	Sales for the nine months to September 30, 2015 includes work in progress brought forward from 2014; there is no work in progress included in the Quarter
Average realised gold price (US$/oz)¹	1,252	1,106	1,262	1,159	Lower realised gold price is after realisation costs and reflects the lower prevailing gold price
Gross profit ($'m)²	4,3	3,7	16,0	12,3	Lower gross profit reflects the higher Canadian dollar gold price offset by higher Canadian dollar costs
Net profit attributable to shareholders ($'m)	1,1	1,7	5,4	3,6	Higher attributable profit in the Quarter due to foreign exchange gain and lower taxation
Adjusted basic earnings per share³ (cents)	2.0	5.0	10.5	10.2	Higher adjusted eps in the Quarter is after deduction of deferred tax, foreign exchange gain and non-recurring costs associated with South African tax remediation
Cash and cash equivalents ($'m)	26.9	19.6	26.9	19.6	Cash position remains robust, but is reduced due to the higher capital investment and lower cash generation.
Cash from operating activities ($'m)	3.6	0.9	11.5	6.8	Lower cash generation due to higher Canadian-dollar operating costs and investment in working capital
	3 months to September 30		9 months to September 30
	2014	2015	2014	2015	Comment
Payments to community and Zimbabwe government (U$$'m)	3.1	1.8	9.7	5.4	Lower payments due to the lower tax and royalty payments due to lower US$ gold price and lower profitability

¹	Non-IFRS measures such as "on-mine cash cost per ounce" "all-in sustaining cost per ounce" and "average realised gold price" are used throughout this document. Refer to Section 10 of this MD&A for a discussion of non-IFRS measures.

²	Gross profit is after deducting royalties, production costs and depreciation but before administrative expenses.

³	Adjusted earnings per share ("EPS") is a non-IFRS measure which aims to reflect Caledonia's ordinary trading performance. Refer to Section 10 of this MD&A for a discussion of non-IFRS measures

Dividend Policy and Shareholder Matters

Since January 2014, Caledonia has paid a quarterly dividend of 1.5 Canadian cents per share per quarter, which amounts to a total dividend of 6 Canadian cents per annum. The first quarterly dividend was paid on January 31, 2014 and subsequent quarterly dividends were paid thereafter.

It is currently envisaged that the existing dividend policy will be maintained however, the Board remains attentive to further changes in market conditions.

Strategy and Outlook

Caledonia's strategic focus is the implementation of the Revised Investment Plan at Blanket, which was announced in November 2014 and is expected to extend the life of mine by providing access to deeper levels for production and further exploration. Caledonia's board and management believe the successful implementation of the Revised Investment Plan is in the best interests of all stakeholders because it is expected to result in increased production, reduced operating costs and greater flexibility to undertake further exploration and development, thereby safeguarding Blanket's long term future.

Effect of the Lower Gold Price

The price of gold is still lower than the level of $1,200 per ounce which was used as the basis for planning the funding of the Revised Investment Plan at Blanket. Accordingly, to ensure that Blanket retains the financial capacity to implement the Revised Investment Plan, Caledonia intends to provide additional funding of approximately US$5m to Blanket. This funding will come from Caledonia's treasury which has deliberately been maintained at a high level to cater for this eventuality. Caledonia's board and management remain closely attentive to any further weakening in the gold price.

Zimbabwe Electricity Supply

The Kariba Dam lies between Zimbabwe and Zambia and represents approximately 50 per cent of Zimbabwe's electricity generating capacity. Water levels in the Kariba Dam have fallen due to abnormally low inflows in the most recent rainy season and higher than expected extraction rates. As a result of the low water level, power generation from Kariba has been significantly reduced by the Zimbabwe and Zambian power generators and has resulted in widespread power outages in Zimbabwe. Zimbabwe has insufficient spare generating capacity to make up the lost production from Kariba. Given the regional deficit in generating capacity, it is unlikely that Zimbabwe will be able to import sufficient power from neighbouring countries.

Blanket Mine (but not the satellite exploration properties) has an un-interruptible power supply agreement with the Zimbabwe Electricity Supply Agency ("ZESA") which has so far been honoured. Blanket also has 12MW of installed stand-by diesel generating capacity which is sufficient to allow all mining and processing activities and work at the central shaft to continue if there are any interruptions to the ZESA supply. It is expected that the cost of using the generators would be mitigated by a reduction in electricity consumption from ZESA and a reduction in the tariff payable to ZESA. Accordingly, the effect of running the generators is not expected to have a significant adverse effect on the financial performance of Blanket and Caledonia for 2015.

3.	SUMMARY FINANCIAL RESULTS

The table below sets out the unaudited consolidated profit and loss for the three and nine months ended September 30, 2015 and 2014 prepared under IFRS.

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (unaudited) (In thousands of Canadian dollars except per share amounts)
	For the 3 months ended September 30						For the 9 months ended September 30
	2014			2015			2014			2015
		$			$			$			$
Revenue		13,492			15,802			46,110			46,810
Royalty		(945	)		(791	)		(3,230	)		(2,344	)
Production costs		(7,174	)		(10,170	)		(23,730	)		(28,924	)
Depreciation		(1.029	)		(1,189	)		(3,112	)		(3,252	)
Gross profit		4,344			3,652			16,038			12,290
Administrative expenses		(1,754	)		(2,176	)		(5,361	)		(6,518	)
Foreign exchange gain.		389			1,847			517			2,611
Gain on sale of property, plant and equipment		52			43			57			71
Results from operating activities		3,031			3,366			11,251			8,454
Net finance expense		(16	)		(451	)		(86	)		(538	)
Profit before income tax		3,015			2,915			11,165			7,916
Income tax expense		(1,747	)		(930	)		(4,284	)		(3,341	)
Net profit for the period		1,268			1,985			6,881			4,575
(Loss)/profit on foreign currency translation		2,562			3,333			2,408			6,280
Total comprehensive income for the period		3,830			5,318			9,289			10,855

Profit attributable to:
Owners of the Company		1,112			1,694			5,377			3,572
Non-controlling interests		156			291			1,504			1,003
		1,268			1,985			6,881			4,575
Total comprehensive income attributable to:
Owners of the Company		3,637			4,922			7,769			9,662
Non-controlling interests		193			396			1,520			1,193
		3,830			5,318			9,289			10,855
Earnings per share (cents)
Basic		2.2			3.3			10.5			6.7
Diluted		2.2			3.3			10.5			6.7

Adjusted earnings per share (cents)(i)
Basic		2.0			5.0			10.5			10.2
Diluted		2.0			5.0			10.5			10.2

(i)	Adjusted earnings per share ("EPS") is a non-IFRS measure which aims to reflect Caledonia's ordinary trading performance. Refer to Section 10 for a discussion of non-IFRS measures

Revenue was 17% higher in the Quarter than in the third quarter of 2014 (the "comparable quarter") due to a 10% increase in the ounces of gold sold the effect of which was offset by the lower realised gold price. The average realised price of gold is a non-IFRS measure and is calculated in Section 10 of this MD&A. There was no work in progress at the end of the Quarter and sales in the Quarter did not include any work in progress brought forward from the previous quarter. Gold production is discussed in Section 4.3 of this MD&A.

Production costs in the Quarter were $10,170,000, 41% higher than the comparative quarter. The increase was due to the higher production and sales volume and the effect of the depreciation of the Canadian dollar against the US dollar. In US dollar terms, production costs were stable: the on-mine cash cost⁴ in the Quarter was US$668 per ounce of gold produced compared with US$669 per ounce in the comparative quarter. The all-in sustaining cost⁴ per ounce of gold produced in the Quarter was US$1,021 compared to US$952 per ounce of gold in the comparative quarter. Further discussion of production costs is set out in Section 4.4 of this MD&A.

Administrative expenses in the Quarter were $2,176,000 compared to $1,754,000 in the comparable quarter and are analysed in Note 7 to the Unaudited Condensed Consolidated Financial Statements. The increase in administrative costs reflects the weakening of the Canadian dollar against the US dollar: in US dollar terms, Administrative expenses increased by approximately 3%. Administrative costs in the Quarter include $543,000 in respect of penalties and un-recovered Value Added Tax associated with the remediation of Caledonia's tax affairs in South Africa which resulted from Caledonia's existence as an unregistered South African tax-resident entity for a period of years until late 2013. The remediation was effected at the initiative of management and the Board by way of a voluntary submission under the South African tax authorities' voluntary disclosure programme in order to regularise Caledonia's tax position in that country. As a result of the disclosure, the authorities determined that the foregoing sum was owing, which has now been provided for and will be paid in due course. Caledonia does not anticipate incurring any further expenses in this regard.

The foreign currency gain is a non-cash item which reflects the profit arising on the translation into the functional currency of both the Canadian and South African entities where the cash balances they hold are in currencies other than their functional currency.

The net finance expense in the Quarter of $451,000 includes $404,000 of interest payable to the South African Revenue Services in respect of the remediation of Caledonia's tax affairs in South Africa.

The taxation charge in the Quarter includes a Zimbabwean income tax credit of $999,000, a deferred taxation charge of $1,684,000 and Zimbabwean withholding tax of $244,000 arising mainly on the payment of management fees to South Africa. The tax credit was due to the high level of capital investment at Blanket in the Quarter in terms of the Revised Investment Plan, which reduced taxable profits and reversed the taxation charge which had been accrued in the first two quarters of 2015. The deferred tax charge is a non-cash item which reflects the difference between the accounting treatment of capital investment (i.e. depreciation) and the tax treatment of the investments (100% of which is allowable against income tax in the year it is incurred).

The profit on foreign currency translation for foreign operations is a non-cash item which reflects the profit arising on the translation of non-Canadian dollar balance sheets into Canadian dollars for consolidation purposes. The main element of the profit in the Quarter arose from the translation of Blanket's US dollar denominated balance sheet into Canadian dollars and reflects the depreciation of the Canadian dollar against the US dollar in the Quarter.

The non-controlling interest is the profit attributable to Blanket's Indigenous Zimbabwean shareholders and reflects their participation in the economic benefits generated by Blanket from the effective date of the indigenisation and is explained in Note 5 of the Unaudited Condensed Consolidated Financial Statements.

The adjusted earnings per share⁴ aims to reflect Caledonia's ordinary trading performance and is calculated on the share of profit attributable to Caledonia shareholders excluding foreign exchange profits or losses.

Risks that may affect Caledonia's future financial condition are discussed in Section 16 of the MD&A.

________________________

¹ Non-IFRS measures such as "on-mine cash cost per ounce", "all-in sustaining cost per ounce" and "adjusted earnings per share" are used throughout this document. Refer to Section 10 of this MD&A for a discussion of non-IFRS measures.

The table below sets out the consolidated statements of cash flows for the three months to September 30, 2015 and 2014 prepared under IFRS.

Consolidated Statement of Cash Flows (unaudited) (In thousands of Canadian dollars)
	For 3 months ended September 30						For 9 months ended September 30
	2014			2015			2014			2015
		$			$			$			$
Cash flows from operating activities
Cash flows generated from continuing operations		5,057			1,132			15,453			7,881
Tax paid		(1,410	)		(226	)		(3,851	)		(1,014	)
Net interest paid		(16	)		(33	)		(86	)		(93	)
Net cash from operating activities		3,631			873			11,516			6,774

Cash flows from investing activities
Property, plant and equipment additions		(1,379	)		(6,890	)		(4,961	)		(14,142	)
Proceeds from sale of property, plant and equipment		72			71			72			129
Net cash used in investing activities		(1,307	)		(6,820	)		(4,889	)		(14,013	)

Cash flows from financing activities
Dividends paid		(1,312	)		(779	)		(3,199	)		(2,345	)
Net cash from (used in) financing activities		(1,312	)		(779	)		(3,199	)		(2,345	)

Net increase/(decrease) in cash and cash equivalents		1,012			(6,726	)		3,428			(9,584	)
Cash and cash equivalents at beginning of period		25,842			23,683			23,426			26,838
Effect of exchange rate fluctuations on cash held		-			2,696			-			2,398
Cash and cash equivalents at end of period		26,854			19,653			26,854			19,653

Cash generated from operating activities is analysed in note 12 to the Unaudited Condensed Consolidated Financial Statements. Cash generated from operating activities was lower in the Quarter compared to the comparable quarter due to the higher Canadian dollar-denominated operating costs, the effect of which was only partly offset by higher gold price in Canadian dollars and increased production and sales. Tax payments in the three and nine months to September 30, 2015 were lower than the comparable periods due to lower profits as discussed in the review of the consolidated statements of profit or loss and other comprehensive income and the increased level of capital investment at Blanket, which substantially reduced Blanket's taxable profit.

Investment in property, plant and equipment in the three and nine months to September 30, 2015 was higher than in the respective comparative periods due to the increased level of capital investment in terms of the Revised Investment Plan. Blanket's capital projects are described in Sections 4.7 and 5 of this MD&A.

The dividends paid in the three and nine months to September 30, 2015 relate to the quarterly dividends of 1.5 cents per share which were paid by Caledonia in terms of the quarterly dividend policy which was announced in November 2013. Dividends paid in the three and nine months to September 30, 2014 include dividends paid by Blanket to its indigenous shareholders after retentions to repay the facilitation loans.

At September 30, 2015, Caledonia's cash was held with banks primarily in the United Kingdom, Canada and in non-resident accounts in South Africa.

The table below sets out Caledonia's consolidated statements financial position at September 30, 2015 and December 31, 2014 prepared under IFRS.

Condensed Consolidated statements of Financial Position (unaudited)
(In thousands of Canadian dollars)	As at	December 31,		September 30,
		2014		2015
			$		$
Total non-current assets			40,388		58,298
Inventories			7,571		8,542
Prepayments			348		1,826
Trade and other receivables			2,040		5,529
Cash and cash equivalents			26,838		22,422
Total current assets			36,908		38,319
Total assets			77,296		96,617

Total non-current liabilities			12,980		17,576
Trade and other payables			3,791		7,040
Bank overdraft			0		2,769
Income taxes payable			1,990		2,187
Total liabilities			18,761		29,572
Equity attributable to shareholders			57,731		65,048
Non-controlling interests			804		1,997
Capital and reserves			58,535		67,045
Total equity and liabilities			77,296		96,617

The increase in non-current assets reflects the increased investment at Blanket in terms of the Revised Investment Plan and the depreciation of the Canadian dollar against the US dollar which increases the Canadian dollar-denominated value of Blanket's assets which are held in US dollars. Blanket's capital projects are discussed in section 4.7 of this MD&A. Blanket's exploration and development projects are discussed in section 5 of this MD&A.

Inventories at September 30, 2015 comprise consumable stores, which include the build-up of stock of consumables and other equipment for use at Blanket's capital projects. Inventories at December 31, 2014 also included $639,000 of gold in progress; there was no gold in progress at September 30, 2015.

Trade and other receivables includes Value Added Tax receivable, bullion sales receivables and deposits for stores and equipment as analysed in Note 10 to the Unaudited Condensed Consolidated Interim Financial Statements.

Working capital (excluding cash and overdrafts) increased from $4.2m at December 31, 2014 to $7.0m at September 30, 2015. The increase reflects the depreciation of the Canadian dollar against the US dollar (which increases the Canadian dollar-denominated value of Blankets working capital), and the working capital implications of the increased capital procurement activity at Blanket which has resulted in an increase in the VAT receivable.

Non-current liabilities includes a liability for deferred taxation and a provision for rehabilitation at the Blanket and Eersteling⁵ Mines if and when they are permanently closed.

The following information is provided for each of the eight most recent quarterly periods ending on the dates specified. The figures are extracted from underlying unaudited Condensed Consolidated Interim Financial Statements that have been prepared using accounting policies consistent with IFRS.

^{___________________________________________________}

¹ Eersteling Mine is a South African gold property, which has been held on a care and maintenance basis for several years pending the identification of a purchaser.

(Thousands of Canadian dollars except per share amounts)	Dec 31, 2013			Mar 31, 2014		June 30, 2014		Sept 30 2014		Dec 31, 2014			Mar 31 2015		June 30 2015		Sept 30 2015
Revenue from operations		12,114			17,063		15,555		13,492		12,972			15,994		15,014		15,802
Profit/(loss) after tax from operations		(14,354	)		3,091		2,522		1,268		(316	)		2,014		576		2,344
Earnings/(loss) per share – basic (cents)		(27.7	)		4.7		3.5		2.2		(1.1	)		2.9		0.5		3.3
Earnings/(loss) per share – diluted (cents)		(27.7	)		4.7		3.4		2.2		(1.1	)		2.9		0.5		3.3
Net Cash and cash equivalents		25,222			26,714		25,842		27,852		26,838			26,094		23,683		19,652

Quarterly results fluctuate materially from quarter to quarter primarily due to changes in production levels and gold prices but also due to the recording of impairments and other unusual costs such as indigenisation. Significant changes relating to prior quarters are discussed in the relevant MD&A's and financial statements.

4.	OPERATIONS AT THE BLANKET GOLD MINE, ZIMBABWE

4.1	Safety, Health and Environment ("SHE")

The following safety statistics have been recorded for the Quarter and the preceding seven quarters.

Blanket Mine Safety Statistics
Classification	Q4 2013	Q1 2014	Q2 2014	Q3 2014	Q4 2014	Q1 2015	Q2 2015	Q3 2015
Fatal	0	0	0	0	0	0	1	0
Lost time injury	2	1	2	2	1	3	1	2
Restricted work activity	9	6	4	12	9	5	12	8
First aid	0	3	2	4	0	3	4	1
Medical aid	3	2	2	2	1	3	1	1
Occupational illness	0	0	0	0	0	0	0	0
Total	14	12	10	20	11	14	19	12
Incidents	17	10	6	4	19	8	6	18
Near misses	3	2	2	4	1	0	5	4
Disability Injury Frequency Rate	0.81	0.52	0.25	1.75	0.24	0.67	0.46	0.46
Total Injury Frequency Rate	4.34	2.09	3.25	4.00	4.32	3.15	4.41	2.73
Man-hours worked (thousands)	738	767	801	800	833	889	861	878

The number of reportable accidents in the Quarter was lower than in the previous two quarters, although the total number of incidents doubled compared to the previous quarter. There were no significant adverse environmental issues during the Quarter.

4.2	Social Investment and Contribution to the Zimbabwean Economy

Blanket's investment in community and social projects which are not directly related to the operation of the mine or the welfare of Blanket's employees, the payments made to the GCSOT in terms of Blanket's indigenisation, and payments of royalties, taxation and other duties, charges and fees to the Government of Zimbabwe and its agencies are set out in the table below.

Payments to the Community and the Zimbabwe Government (US$'000's)
Period	Year	Community and Social Investment	Payments to GCSOT	Payments to Zimbabwe Government	Total
Year 2012	2012	416	3,000	20,569	23,985
Year 2013	2013	2,147	2,000	15,354	19,501
Year 2014	2014	35	-	12,319	12,354
Quarter 1	2015	-	-	1,771	1,771
Quarter 2	2015	5	-	1,808	1,808
Quarter 3	2015	-	-	1,821	1,821

Payments in the first three quarters of 2015 were lower than earlier periods due to the lower income tax and royalty payments.

4.3 Gold Production

Tonnes milled, average head grades, recoveries and gold produced and the average realised price per ounce during October 2015, the Quarter, the preceding 2 quarters and 2014 and 2013 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)	Average Realised Price per Ounce of Gold Sold (US$/oz) ⁶
Year	2013	392,320	3.88	93.3	45,527	1,402
Year	2014	390,735	3.55	93.4	41,771	1,245
Quarter 1	2015	104,755	3.19	92.7	9,960	1,200
Quarter 2	2015	103,551	3.35	93.3	10,401	1,174
Quarter 3	2015	116,694	3.14	92.7	10,927	1,106
October	2015	35,115	3.15	92.7	3,297	1,134

Gold production in the Quarter was higher than previous quarters due to the increase in tonnes milled, which reflects the increased ability to move more material on 750m Level following the completion of the Tramming Loop in June 2015. The tonnes mined and milled in the Quarter was a record for Blanket's underground production. Underground production tonnages and grades are discussed further in Section 4.5 of this MD&A; gold recoveries are discussed in Section 4.6 of this MD&A.

4.4 Costs

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 Quarter, the comparative quarter, the 9 months to September 30, 2015 and 2014 have 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:

On-mine Cash Cost per ounce, which shows the on-mine cash costs of producing an ounce of gold;

^{_____________________________}

¹ Non-IFRS measures such as "average realised gold price" are used throughout this d1ocument. Refer to Section 10 of this MD&A for a discussion of non-IFRS measures. The average realised price of gold is after deduction of 1.5% of the gold value by Fidelity.

ii.

All-in Sustaining Cost per ounce, which shows the operating cost per ounce plus additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg and Toronto) and the costs associated with maintaining the operating infrastructure and resource base (i.e. "Sustaining Capex") that are required to maintain production at the current levels; and

iii.

All-in Cost per ounce, which shows the all-inclusive Sustaining cost per ounce plus the additional costs associated with activities that are undertaken with a view to increasing production.

A reconciliation of the cost per ounce data shown below to IFRS is included in Section 10 of this MD&A.

Cost per Ounce of Gold Sold (US$/ounce)
	3 Months to September 30		9 Months to September 30
	2014	2015		2014	2015
On-Mine cash cost	669	668		636	689
All-in Sustaining Cost per ounce	952	1,011		908	993
All-in Cost per ounce	1,033	1,412		1,005	1,268

The on-mine cash cost per ounce of gold sold is calculated on the basis of sales and not production. The on-mine cash cost per ounce and operating cost per ounce in the Quarter was virtually unchanged from the comparative quarter: increases in electricity and labour costs were balanced by lower consumable costs and the effect of higher production and sales which meant that the fixed costs at the mine were spread over more ounces.

The all-in sustaining cost in the Quarter was 6% higher than the comparable quarter mainly due to higher sustaining capital investment the effect of which was offset by lower royalties due to the lower realised gold price and the lower royalty rate which was reduced from 7% to 5% with effect from October 1, 2014. Sustaining capital investment in the Quarter was US$1,481,000 compared to US$537,000 in the comparable quarter and included several high-value items including: two new drilling machines (US$209,000); housing projects on the Blanket Mine village to accommodate the increased employee head-count (US$232,000) and a spare rope for the No. 4 Shaft (US$141,000). Corporate general and administrative costs in the Quarter are discussed in Section 3 of this MD&A.

All-in costs include capital investment which is not related to current production. The increase in All-in costs per ounce includes the substantially increased capital investment in terms of the Revised Investment Plan, details of which are set out in Sections 4.7 and 5 of this MD&A.

4.5 Underground

AR Main and AR South were the most important production areas during the Quarter with ore being trammed on the 18 Level and 22 Level haulages.

Production in the Quarter was adversely affected by lower than planned grades: the average head grade achieved in the Quarter was 3.14g/t compared to a target of 3.33g/t owing to the increased amount of unavoidable internal dilution in parts of the ore bodies currently being mined.

The lower than anticipated grade was more than offset by the increased tonnage in the Quarter which were 4.0% higher than target and 12.7% higher than the previous quarter. The increase in tonnage reflects the successful completion in June 2015 of the Tramming Loop on 750m Level, which has increased the capacity to move material on 750m Level.

As set out in Sections 4.7 and 4.10 on November 3, 2014 Caledonia announced the Revised Investment Plan for Blanket Mine. The objectives of the Revised Investment Plan are to improve the underground infrastructure and logistics and allow an efficient and sustainable production build-up. The infrastructure improvements include the development of a "Tramming Loop" (which has now been completed), the sinking and equipping of the No.6 Winze (which is scheduled to commence production in early 2016) and the sinking of a new 6-meter diameter Central Shaft from surface to 1,080 meters.

Underground development activities continued throughout the Quarter and the total development advance was 1,900 meters compared to a planned advance of 1,950 meters. The advance achieved in the Quarter was 20% higher than achieved in the second quarter of 2015 and 23% higher than achieved in 2014. The improved performance was due to the improved air pressure as a result of the Centac compressor, which worked as planned during the Quarter and improved drilling efficiency. The completion of the Tramming Loop in June 2015 also meant that the increased amount of development waste could be moved on 22 Level without impeding the transport of ore.

4.6 Metallurgical Plant

During the Quarter, the metallurgical plant operated at slightly lower than budgeted efficiency: overall gold recovery in the Quarter was 92.7% compared to the budgeted rate of 93.5% and the recovered rates of 93.3% and 92.7% achieved in quarters 2 and 1 of 2015, respectively. The lower recovery was due to the low oxygen concentration in the Carbon-in-Leach tanks which reflects the inefficiency of the oxygen-producing Pressure Swing Absorption ("PSA") plant which is now somewhat old. Blanket management is assessing various options to replace the existing PSA plant.

4.7 Capital Projects

The main capital developments are:

the No. 6 Winze Project - Shaft Deepening from 750 to the 930 meter level;

the Central Shaft; and

the haulage extension on 22 Level from AR Main to Lima

Further information on these Projects is set out below.

No. 6 Winze Project - Shaft Deepening to 1080 m

The No. 6 Winze Project will provide access to the four Blanket resource bodies below 750m Level, viz. Blanket 1 Ore Body, Blanket 2 Ore Body, Blanket 4 Ore Body and Blanket Quartz Reef. Sinking of the shaft was completed in the preceding quarter slightly ahead of schedule. The shaft has been equipped from the bottom up and equipping has reached the 750 m level. Horizontal development towards the ore bodies will commence in December 2015. In terms of the Revised Investment Plan which was published in November 2014, production from No. 6 Winze was expected to start in January 2016 at a rate of 10 tonnes per day and progressively increase to the target production of 500 tonnes per day in mid-2017. Production from No.6 Winze is now expected to start around the middle of the first quarter in 2016 due to a slight delay in the equipping of the shaft. Due to the small initial planned production from No. 6 Winze, this delay is not expected to have an effect on the targeted production for 2016 of approximately 50,000 ounces of gold.

Central Shaft

The Central Shaft is the main component of the Revised Investment Plan which is discussed in Section 4.9 of this MD&A. The shaft will be sunk in one single continuous phase from surface to 1,080 meters. The estimated completion date of the shaft is early 2018 and first production is expected in mid-2018.

Most of the equipment that is required for the sinking phase of the project has been acquired and is on-site. The Scotch Derrick that will be used for hoisting in the early stages of sinking down to 90 metres is fully operational and sinking has progressed down to 24 meters. Civil engineering on site is in full swing and includes the laying of the foundations for the workshop, transformer, winders and Dymot winches. The kibble winder that will continue the sink from 90 metres to 1,080 metres has been refurbished and is expected to be commissioned in January 2016. Five generator units have been acquired which have a combined generating capacity of 2 MVA as a back-up power supply to the kibble winder in the full sink phase, which is expected to commence in January.

22 Level Haulage Extension

The 22 Level haulage extension will eventually complete the link between all sections of the Blanket Mine from the Blanket Section in the south to Lima Section in the north over a distance of 2,500 metres on the 750m Level (750 meters below surface). Following completion of the Tramming Loop, work resumed on this project in September 2015 and an advance of 27.5m was achieved. A further 300 metres remains to be completed.

4.8 Indigenisation

Transactions that implemented the Indigenisation of Blanket were completed on September 5, 2012 following which Caledonia owns 49% of Blanket and has received a Certificate of Compliance from the Government of Zimbabwe which confirms that Blanket is fully compliant with the Indigenisation and Economic Empowerment Act.

As a 49% shareholder Caledonia receives 49% of Blanket's dividends plus the repayment of vendor facilitation loans which were extended by Blanket to certain of the Indigenous Shareholders and which carry interest at LIBOR plus 10%. The vendor facilitation loans are repaid by way of dividends from Blanket Mine. 80% of the dividends declared by Blanket Mine which are attributable to the beneficiaries of the vendor facilitation loans are used to repay such loans and the remaining 20% unconditionally accrues to the respective Indigenous Shareholders. It is anticipated that Blanket will suspend dividend payments until early 2016 as a result of which the repayment of facilitation loans by Blanket's indigenous shareholders will also be suspended. During this period, there will be a moratorium on the interest roll-up on the outstanding facilitation loans. The interest moratorium will have no effect on either Caledonia's cash receipts or its reported earnings as interest on the facilitation loans is not recognized in Caledonia's financial statements.

The outstanding balance of the facilitation loans as at September 30, 2015 was US$31.3 million (December 31, 2014, US$31.3 million). Blanket has suspended dividend payments so that all cash generated by Blanket can be used to fund the Revised Investment Plan as described in Section 4.9. A moratorium has been placed on interest on the loans until dividends are resumed by Blanket Mine. The vendor facilitation loans are not shown as receivables in Caledonia's Financial Statements because in terms of accounting standards, these loans are effectively equity instruments as their only means of repayment is via dividend distributions from Blanket. Caledonia continues to consolidate Blanket for accounting purposes. Further information on the accounting effects of indigenisation at Blanket is set out in Note 5 to the Financial Statements and in a Frequently Asked Questions page which is available on Caledonia's website.

The price of gold is lower than the level of $1,200 per ounce which was used as the basis for planning the funding of the Revised Investment Plan at Blanket. Accordingly, to ensure that Blanket retains the financial capacity to implement the Revised Investment Plan, Caledonia intends to provide additional funding of approximately US$5m to Blanket. This funding will come from Caledonia's treasury which has been maintained at a high level to cater for this eventuality. It is anticipated that the new funding will be introduced into Blanket without affecting Blanket's indigenised status.

4.9 Opportunities and Outlook

Revised Investment Plan to Increase Production

On November 3, 2014 Caledonia announced its Revised Investment Plan and production projections for the Blanket Mine. The objectives of the Revised Investment Plan are to improve the underground infrastructure and logistics and allow an efficient and sustainable production build-up. The infrastructure improvements include the development of a "Tramming Loop" (completed in June 2015) deepening the No.6 Winze (completed in July 2015) and sinking a new 6-meter diameter Central Shaft from surface to 1,080 meters. As discussed in Section 4.7, implementation of the Revised Investment Plan is proceeding on schedule and the Tramming Loop and the sinking of the No. 6 Winze were both completed slightly ahead of target.

The Revised Investment Plan provides for proposed investment of approximately US$50 million between 2015 and 2017 and a further US$20 million in the period 2018 to 2020. The Revised Investment Plan includes a revised life of mine plan for the Blanket Mine (the "LOM Plan") in terms of which it is anticipated that the approximate production from existing proven and probable mineral reserves above 750 m Level will be as set out below.

Approximate production from proven and probable mineral reserves above 750m (per LOM Plan)
	2015	2016	2017	2018	2019	2020	2021
Tonnes milled ('000)	430	460	430	380	230	100	50
Gold production (koz)	42	45	43	39	23	10	6

The new Central Shaft and the deepening of No 6 Winze will provide access to the current inferred mineral resources below 750 meters and allow for further exploration, development and mining in these sections along the known Blanket strike, which is approximately 3 kilometers in length. In October 2014, Caledonia commissioned Minxcon (Pty) Ltd. ("Minxcon") to complete a scoping level study on the Blanket Mine which comprises an initial extension from below 750 m Level to 1,080 m Level, in the form of a Preliminary Economic Assessment ("PEA"). The PEA includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorised as mineral reserves, and there is no certainty that the preliminary economic assessment will be realized. Based on the PEA, additional approximate production from current inferred mineral resources (excluding the projected production set out above) may be achieved in the following indicative ranges:

Possible production from inferred mineral resources below 750m (as per PEA)
	2015	2016	2017	2018	2019	2020	2021
Tonnes milled ('000)	0	35	160	215	390	550	600
Gold production (koz)	0	4-5	20-22	27-30	46-50	63-67	70-75

Canadian regulations do not allow planned production from inferred resources to be added to those from proven and probable reserves for disclosure purposes.

On July 17, 2015 at the request of the Ontario Securities Commission Caledonia filed an updated Technical Report containing a summary of the revised PEA. The revised PEA considers the expansion project below 750 m as a stand-alone project. The revised PEA thus reflects the Project economics on a stand-alone basis, and the economic analysis is based on an assumed requirement to raise money for the expansion capital expenditures, despite the fact that Caledonia expects to fund those capital expenditures from cash flow from the existing mine operations.

There is no certainty that the PEA will be realised. The updated Technical Report was authored by Daan van Heerden, Uwe Englemann, Dario Clemente, Johan Odendaal and Jaco Burger of Minxcon (Pty) Ltd., each of whom is a qualified person who is independent of Caledonia for the purposes of National Instrument 43-101.

Exploration

Caledonia intends to continue its exploration efforts both at the Blanket Mine and, subject to a reliable electricity supply, at the first two of Blanket's portfolio of satellite properties: Mascot and GG. Initial resources for both GG and Mascot were identified in the Technical Report which was filed on December 2, 2014 and was re-filed on July 17, 2015. No production forecasts are currently attributed to mining activity at either GG or Mascot pending ongoing metallurgical evaluations of the ore from these properties, which is somewhat refractory. Subject to Blanket's future cash generation (after taking into account the capital investment requirements of the Revised Investment Plan), it is intended to construct a pilot plant to test material from the satellite properties on a stand-alone basis. The pilot plant will provide specific information on the metallurgy of the new ore without compromising the existing high recovery rates which are achieved at Blanket's metallurgical plant. Further information on Blanket's exploration activities is set out in Section 5 of this MD&A.

Cost Reduction

Management has taken steps to reduce the level of general and administrative expenses. Caledonia's General and Administrative expense in the Quarter, after adjusting for some residual costs associated with the closure of Zambia and the non-recurring costs associated with the rectification of historic tax matters in South Africa, was approximately US$1.1m million – 24% lower than the comparable quarter. Management continues to evaluate opportunities to reduce the taxation burden on the group outside Zimbabwe.

Strategy

Caledonia's main strategic focus remains on implementing the Revised Investment Plan at Blanket on schedule and within budget. Caledonia's board and management believe the successful implementation of the Revised Investment Plan remains in the best interests of all stakeholders because it is expected to result in increased production, reduced operating costs and greater flexibility to undertake further exploration and development, thereby safeguarding Blanket's long term future.

Blanket will continue to explore and develop it satellite properties. Caledonia intends to construct a pilot plant to test material from the satellite properties on a stand-alone basis. The stand-alone plant provides specific information on the metallurgy of the new ore and does not compromise the existing high recovery rates which are achieved at Blanket's metallurgical plant.

5 EXPLORATION AND PROJECT DEVELOPMENT

Caledonia's primary exploration activities are focussed on the growth and development of Blanket Mine and its satellite properties.

5.1 Blanket Exploration

Exploration and evaluation activities on Blanket Mine target the depth extensions of the current Blanket Section ore bodies as well as the AR Main and AR South ore bodies and involves drilling downholes from chambers on 18 and 22 Levels to intersect the depth continuation of these ore bodies. 3,790 meters were drilled in the Quarter compared to 4,234 meters drilled in the previous quarter and a plan of 4,680 meters. The lower rate of drilling that was achieved in the Quarter compared to plan and the previous quarter was due to numerous machine breakdowns in September. The old drills are being replaced by new, larger drilling machines which have been delivered and are being re-aligned and commissioned.

Caledonia has a conservative approach to accruing new resources: only resource blocks with an estimated grade in excess of the current pay limit are taken into inventory. Resources that are below the pay limit are reviewed on an annual basis.

5.2 Blanket Satellite Prospects

Blanket Mine has exploration title holdings in the form of registered mining claims in the Gwanda Greenstone Belt totalling 78 claims, including a small number under option, covering properties with a total area of about 2,500 hectares. Included within these claim areas are previously operated small gold workings which warrant further exploration, i.e. the Satellite Projects. Blanket's main exploration efforts on these satellite properties are focused at this stage on the GG Project and the Mascot Project Area which, based on past production records, are expected to have the greatest potential.

GG Project

The GG Project is located approximately seven kilometers southeast of Blanket Mine. Surface drilling programs have been carried out at the GG Project over the past eight years consisting of 24 diamond-cored holes totalling 6,360m of drilling. Two zones of gold mineralization have been established down to a depth of at least 300m, each with a potential strike length of up to 150m. Current activities involve the definition of the extent and characteristics of this mineralization by way of a prospect shaft and level development.

Exploration activities in 2013 and 2014 have resulted in the definition of resource blocks between 90 and 120 m levels as follows.

Resource Category	Tonnage	Width	Au	Au Content	Ounces
	t	m	g/t	kg	oz.
Measured & Indicated Resource	182,301	3.90	4.41	805	25,872
Inferred Resource	110,242	2.73	2.87	316	10,173

In Q1 of 2015 the shaft was deepened to 210 metres, which is planned to be the main production level. In Q2 2015 shaft sinking reached the 225 metres level. In Q3 of 2015 the shaft was completed to the planned shaft bottom of 245 metres and haulage development has resumed on the 210 metre level towards the North Main zone. It is planned to expose the various mineralized zones between 210 metre Level and 90 metre Level above in order to fully evaluate these resources. As indicated in section 4.9, it is intended to construct a pilot plant to treat material from GG in order to identify a commercial treatment process.

Mascot Project Area

The Mascot Project Area includes three sections, viz. the Mascot prospect, the Penzance prospect and the Eagle Vulture prospect. Mascot was previously mined to a depth of approximately 250 meters, exploiting an east-west trending mineralised body the strike extent of which decreased at depth but which was accompanied by a doubling in width. Previous surface drilling undertaken by Blanket has indicated the existence of two further mineralised zones, one to the north and one to the south of the mined out area.

Underground development on Levels 1 and 2 (60 metres and 90 metres below surface respectively) has confirmed the existence of potentially payable mineralisation on the North Parallel. Exploration activities in 2013 and 2014 have resulted in the definition of resource blocks on the North Parallel between 60 and 150 m levels and on the Mascot Main below 8 Level as follows.

Resource Category	Tonnage	Width	Au	Au Content	Ounces
	t	m	g/t	kg	oz.
Measured & Indicated Resource (North P.)	135,538	2.48	3.74	507	16,288
Inferred Resource (Mascot Main)	69,587	2.53	8.23	573	18,416

During Q1 2015 the mine was completely de-watered and the bottom of the shaft was cleaned to expose the shaft bottom which allows the possibility to deepen the shaft and allow access to the Main Shear at depth which, based on old mine records, has a substantially higher grade than the associated North Parallel and South Shear.

In Q2 of 2015 work started on excavating a drive on the lowest level (8 Level) to create room to drill angled holes into the footwall to explore for downward continuation of the higher grade Mascot Main Reef mineralisation. This drive was completed in the Quarter and diamond drilling of four holes was completed, all of which intersected the mineralised zone. Pending a review of these results and the metallurgical amenability of the ore, the shaft will be deepened a further 150 meters where an extraction level will be established.

GG and Mascot are not covered by the un-interruptible power agreement between Blanket Mine and ZESA. Accordingly, in recent weeks, work at GG and Mascot has been adversely affected by load-shedding due to the reduced power generation at the Kariba hydro-power plant due to abnormally low water levels in the Kariba Dam.

INVESTING

An analysis of Caledonia's investment in the Quarter, the preceding quarters in 2015 and 2014 and 2013 is set out below.

Capital Investment
		2013 Year	2014 Year	2015 Q1	2015 Q2	2015 Q3
Total Investment	C$'000	11,738	6,786	3,944	3,466	6,732
Nama Project	C$'000	2,637	107	-	-	-
Blanket	C$'000	9,066	6,627	2,585	3,466	6,732
Other	C$'000	35	52	1,359	-	-

All investment at Blanket is funded from Blanket's internal cash flows.

FINANCING

Caledonia financed all its operations using bank overdrafts, funds on hand and funds generated by its operations. No equity financing took place in the Quarter and none is currently planned. Blanket has an unsecured US$5 million loan facility in Zimbabwe which is repayable on demand; at September 30, 2015 the undrawn portion amounted to US$2,935,185.

8.	LIQUIDITY AND CAPITAL RESOURCES

An analysis of Caledonia's capital resources as at September 30, 2015 and each of the preceding 5 quarters is set out below.

Liquidity and Capital Resources (Thousands of Canadian dollars)
As at	June 30 2014	Sept 30 2014	Dec 31 2014	Mar 31 2015	June 30 2015	Sept 30 2015
Gross Cash and cash equivalents in the statement of financial position	25,842	27,852	26,838	26,094	23,683	22,422
Overdraft	-	(998)	-	-	-	(2,769)
Cash and cash equivalents in the statement of cash flows	25,842	26,854	23,838	26,094	23,683	19,653
Working capital	30,626	31,148	31,127	32,425	29,649	26,323

Movements in Caledonia's net cash, the overdraft and working capital and an analysis of the sources and uses of Caledonia's cash are discussed in Section 3 of this MD&A.

The overdraft facility is held by Blanket with a Zimbabwean Bank and is unsecured and repayable on demand.

The Company's liquid assets as at September 30, 2015 exceed its planned and foreseeable commitments as set out in Section 9 of this MD&A.

9.	OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES

There are no off balance sheet arrangements apart from the facilitation loans of US$31.3 million which are not reflected as loans for IFRS purposes (refer Note 5 of the Unaudited Condensed Consolidated Financial Statements). The company has the following contractual obligations at September 30, 2015.

Payments due by Period (Thousands of Canadian dollars)
Falling due	Within 1 year	1-3 Years	4-5 Years	After 5 Years	Total
Trade and other payables	7,040	-	-	-		7,040
Income taxes payable	2,029					2,029
Purchase obligations	510	-	-	-		510

In addition to the committed purchase obligations set out above, Blanket currently intends to invest approximately US$38 million between November 13, 2015 and December 2017 which is not yet committed. The committed and uncommitted investment will be used to maintain Blanket's existing operations and capital projects and the satellite projects which are discussed in Sections 4.7 and 5.3 of this MD&A respectively. Committed and uncommitted purchase obligations will be met from the cash generated from Blanket's existing operations. Caledonia has no obligations in respect of capital or operating leases. As of September 30, 2015, Caledonia had potential liabilities for rehabilitation work on the Blanket and Eersteling Mines⁷ – if and when those mines are permanently closed – at an estimated discounted cost of $3,233,000 ($2,888,000 – 2014).

10.	NON-IFRS MEASURES

Throughout this document, we have provided measures prepared in accordance with IFRS in addition to some non-IFRS performance measures for investors who use them to evaluate our performance. Since there is no standard method for calculating non-IFRS measures, they are not a reliable way to compare Caledonia against other companies. Non-IFRS measures should be used along with other performance measures prepared in accordance with IFRS. We have defined below the non-IFRS measures we have used in this document and provide a reconciliation of such non-IFRS measures to the IFRS measures we report.

Cost per ounce

Non-IFRS performance measures such as "On-Mine cash cost per ounce", "All-in sustaining cost per ounce" and "All-in cost per ounce" are used in this document. Management believes these measures assist investors and other stakeholders in understanding the economics of gold mining over the life-cycle of a mine. These measures are calculated on the basis set out by the World Gold Council in a Guidance Note published on June 23, 2013 and accordingly differ from the previous basis of calculation. The table below reconciles "On – mine cash cost per ounce", "All-in sustaining costs per ounce" and "All-in costs per ounce" to the production costs shown in the financial statements which have been prepared under IFRS.

Reconciliation of IFRS Production Costs to Non-IFRS cost per Ounce
	3 Months to 30 September						9 months to 30 September
	2014			2015			2014			2015
Production costs (IFRS) (C$'000's)		7,174			10,170			23,730			28,924
Less site restoration costs (C$'000's)		(24	)		(24	)		(73	)		(28	)
Less exploration costs (C$'000's)		(80	)		(126	)		(290	)		(334	)
Non-Blanket production costs, profit elimination		167			(524	)		(148	)		(770	)
Adjusted production costs (C$'000's)		7,237			9,496			23,219			27,792
Exchange rate (C$/US$)		1.09			1.30			1.10			1.26
On-mine Production costs (US$'000's )		6,618			7,305			21,203			22,106
Gold Sales (oz)		9,890			10,927			33,323			32,102
On-mine cash cost (US$/oz)		669			668			636			689
Royalty (US$'000's)		870			606			2,953			1,864
Permitting costs (US$'000's)		26			25			85			80
Administrative expenses (C$'000's) (i)		1,754			2,176			5,361			6,518
Less Zambian costs (C$'000's)		(309	)		(136	)		(649	)		(960	)
Adjusted administrative expenses (C$'00's)		1,445			2,040			4,712			5,558
Exchange rate		1.09			1.30			1.10			1.26
Administrative expenses (US$'000's)		1,321			1,569			4,303			4,415
Reclamation and remediation of operating sites (US$'000)		19			27			56			81
Exploration and study costs (US$'000's)		23			36			94			94
Sustaining capital investment (US$'000's)		537			1,481			1,564			3,250
All-in Sustaining cost (US$'000)		9,414			11,048			30,258			31,891
Gold sales (oz)		9,890			10,927			33,323			32,102
All-in sustaining cost per ounce (US$/oz)		952			1,011			908			993
Costs not related to current production
Permitting (US$'000's)		14			14			41			41
Exploration (US$'000's)		21			32			83			83
Capital investment (US$'000's)		763			4,335			3,100			8,692
All-in Costs (US$'000's)		10,212			15,428			33,483			40,708
Gold Sold (oz)		9,890			10,927			33,323			32,102
All-in Costs per ounce (US$/oz)		1,033			1,412			1,005			1,268

^{----------------------------------------------------------------

1} Eersteling Mine is a South African gold property, which has been held on care and maintenance basis for several years pending the identification of a suitable purchaser.

Average realised gold price per ounce

"Average realised gold price per ounce" is a non-IFRS measure which, in conjunction with the cost per ounce measures described above, allows stakeholders to assess our performance. The table below reconciles "Average sales price per ounce" to the Revenue shown in the financial statements which have been prepared under IFRS.

Calculation of Average Realised Gold Price per Ounce (US$)

	3 Months to September 2014	3 Months to September 2015	9 Months to September 2014	9 Months to September 2015
Revenue (IFRS) (C$'000's)	13,492	15,802	46,110	46,810
Exchange rate (C$/US$)	1.09	1.31	1.09	1.26
Revenue from precious metal sales (US$'000's)	12,401	12,096	42,114	37,258
Revenues from sales of silver (US$'000s)	(15)	(14)	(49)	(38)
Revenues from sales of gold (US$'000s)	12,386	12,082	42,065	37,220
Gold ounces sold	9,890	10,927	33,323	32,101
Average realised gold price per ounce (US$)	1,252	1,106	1,262	1,159

Adjusted earnings per share

"Adjusted earnings per share" is a non-IFRS measure which management believes assists investors in understanding the company's underlying performance. The table below reconciles "adjusted earnings per share" to the Profit/Loss attributable to Owners of the Company shown in the financial statements which have been prepared under IFRS.

Calculation of Adjusted Earnings per Share
	3 Months to September 2014	3 Months to September 2015	9 Months to September 2014	9 Months to September 2015
Profit attributable to owners of the company (IFRS)	1,112	1,694	5,377	3,572
Adjusted for:
Foreign exchange profit	(389)	(1,847)	(517)	(2,611)
Deferred tax	0	1,684	(157)	2,531
Reversal of Zambia G&A	309	136	649	960
South African tax remediation costs	0	947	0	947
Adjusted profit	1,032	2,614	5,509	5,310
Weighted average shares	52.1	52.1	52.1	52.1
Adjusted Earnings per share	2.0	5.0	10.6	10.2

11.	RELATED PARTY TRANSACTIONS

There were no related party transactions in the Quarter.

12.	CRITICAL ACCOUNTING POLICIES

Caledonia's accounting policies are presented in the audited consolidated financial statements for the year ended December 31, 2014 which have been publicly filed on SEDAR at www.sedar.com. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the amounts represented in the consolidated financial statements and related disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:

Indigenisation transaction

The indigenisation transaction of the Blanket Mine (1983)(Private) Limited ("Blanket Mine") required management to make significant judgements and assumptions which are explained in Note 5 of the Annual Financial Statements that are available on SEDAR at www.sedar.com

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 2012 and based on the internal assessment for Eersteling Gold Mining Corporation Limited. Estimates and assumptions 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. Assumptions, based on the current economic environment, have been made which 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 costs which will reflect the market condition at the time the rehabilitation costs are actually incurred. The final cost of the currently recognized site rehabilitation provisions may be higher or lower than currently provided for.

Exploration and evaluation ("E&E") expenditure

The application of Caledonia's accounting policy for exploration and evaluation expenditures requires judgements when determining which expenditures are recognised as exploration and evaluation assets ("E&E properties").

Caledonia also makes estimates and assumptions regarding the possible impairment of E&E properties by evaluating whether it is likely that future economic benefits will flow to Caledonia, which may be based on assumptions about future events or circumstances. Estimates and assumptions 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.

Income taxes

Significant estimates and assumptions 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. Caledonia records its best estimate of the tax liability including any 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.

Caledonia also applies judgement in recognizing 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 can be utilized or sufficient estimated taxable income against which the losses can be utilized. However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.

Share-based payment transactions

Caledonia measures the cost of equity-settled, share based payment transactions with employees, directors as well as with Indigenisation Shareholders (refer note 5 and 21 of the Annual Financial Statements) 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, 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.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of Caledonia's stock options.

Impairment

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

Functional currency

The functional currency of each entity in Caledonia is determined after considering various primary and secondary indicators which require management to make numerous judgement decisions. The determination of the functional currency has a bearing on the translation process and ultimately the foreign currency translation reserve.

13. FINANCIAL INSTRUMENTS

Credit risk

The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure.

The trade receivable relate to gold bullion sold to Fidelity Printers and Refiners before quarter end. The amount was settled in October 2015.

Impairment losses

None of the trade and other receivables is past due at the period-end date.

Liquidity risk

All trade payables and bank overdraft have maturity dates that are expected to mature in under 6 months.

Currency risk

As Caledonia operates in an international environment, some of Caledonia's financial instruments and transactions are denominated in currencies other than the Canadian Dollar. The results of Caledonia's operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of Caledonia are reported in Canadian dollars in Caledonia's consolidated financial statements.

The fluctuation of the Canadian dollar in relation to other currencies will consequently have an impact upon the profitability of Caledonia and may also affect the value of Caledonia's assets and liabilities and the amount of shareholders' equity.

Caledonia has certain financial assets and liabilities denominated in foreign currencies. Caledonia does not use any derivative instruments to reduce its foreign currency risks. To reduce exposure to currency transaction risk, Caledonia maintains cash and cash equivalents in the currencies used by Caledonia to meet short‐term liquidity requirements.

Interest rate risk

Interest rate risk is the risk borne by an interest-bearing asset or liability due to changes in interest rates. Unless otherwise noted, it is the opinion of management that Caledonia is not exposed to significant interest rate risk as it has no debt financing apart from short term borrowings in Zimbabwe. Caledonia's cash and cash equivalents include highly liquid investments that earn interest at market rates. Caledonia manages its interest rate risk by endeavouring to maximize the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. Caledonia's policy focuses on preservation of capital and limits the investing of excess funds to liquid term deposits in high credit quality financial institutions.

Gold Price risk

The Company's operations and exploration and development projects are heavily influenced by the price of gold, which is particularly subject to fluctuation. Caledonia has not adopted any strategies to control the effect of gold price fluctuations because the Company's cash resources currently exceed its planned and foreseeable commitments as set out in Section 9.

14.	DIVIDEND POLICY AND OTHER SHAREHOLDER INFORMATION

It is currently envisaged that the existing dividend policy will be maintained however, the Board remains attentive to further changes in market conditions.

Effective December 5, 2013 Caledonia appointed Computershare as its Transfer Agent in Canada and as the Registrar. Following the appointment of Computershare, shareholders in the USA and UK now receive their dividends denominated in US Dollars and Pounds Sterling respectively; all other shareholders will be paid in Canadian dollars. Computershare also offers DRS services for Caledonia shareholders who do not wish to hold their shares in nominee accounts in the name of their financial adviser or stock-broker. Shareholders who wish to participate in the DRS should contact Computershare using the contact details set out below:

Computershare Canada and USA	Toll-free North American Number 1-800-564-6253 For Shareholders outside North America 1-514-982-7555
Computershare UK	+44 (0)870 702 0000

15.	SECURITIES OUTSTANDING

As at November 5, 2015 Caledonia had 52,078,908 common shares outstanding. Outstanding options to purchase Common Shares ("Options") are as follows:

Number of Options	Exercise Price ($)	Expiry Date ⁽¹⁾
1,161,000	1.30	Jan 31, 2016
30,000	0.70	May 11, 2016
744,920	0.90	Aug 31, 2017
190,000	0.72	Nov 21, 2018
25,000	0.78	Sept 13,2020
2,150,920

⁽¹⁾

Options expiring during a "closed period" will have the expiry date extended, in terms of the option plan, by 10 days following the cancellation of the closed period.

On May14, shareholders ratified, confirmed and approved the adoption of the 2015 Omnibus Equity Incentive Compensation Plan ("OEIC"), which is the successor to the previous Option Plan (the "Option Plan"). 2,150,920 options had been issued and remain outstanding in terms of the Option Plan. The number of Common Shares reserved for issue to insiders of the Company in terms of the OEIC, whether as options or other instruments will not exceed 10% of the aggregate outstanding Common Shares of the Company being a further 3,056,970 shares, options or other instruments.

16.	RISK ANALYSIS

The business of Caledonia contains significant risk due to the nature of mining, exploration and development activities. Risks such as interest rate, foreign exchange and credit risks are considered in Notes 6 and 24 to the Condensed Consolidated Interim Financial Statements for the period ended September 30, 2015. Caledonia's business contains significant additional risks due to the jurisdictions in which it operates and the nature of mining, exploration and development. Included in the risk factors below are details of how management seeks to mitigate the risks where this is possible.

Liquidity risk: The Company needs to generate capital to be able to continue to invest in properties and projects without raising third party financing. Caledonia currently has sufficient cash resources and continues to generate sufficient cash to cover all of its anticipated investment needs.

Exploration Risk: The Company needs to identify new resources to replace ore which has been depleted by mining activities and to commence new projects. Blanket has embarked on development and exploration programmes as set out in sections 4.7 and 5. No assurance can be given that exploration will be successful in identifying sufficient mineral resources of an adequate grade and suitable metallurgical characteristics that are suitable for further development or production.

Development Risk: The Company is engaged in development activities at Blanket Mine and the Satellite properties. Construction and development of projects are subject to numerous risks including: obtaining equipment, permits and services, changes in regulations, currency rate changes, labour shortages, fluctuations in metal prices and the loss of community support. There can be no assurance that construction will commence or continue in accordance with the current expectations or at all.

Production Estimates: Estimates for future production 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.

Mineral Rights: The Company's existing licences and permits are in good standing. The Company has to pay fees etc. to maintain its rights and licence. No assurance can be given that the Company will be able to make payments by the required date

Gold Price: The Company's operations and exploration and development projects are heavily influenced by the price of gold, which is particularly subject to fluctuation. Caledonia has not adopted any strategies to control the effect of gold price fluctuations because the Company's cash resources currently exceed its planned and foreseeable commitments as set out in Section 9.

Increasing input costs: Mining companies generally have experienced higher costs of steel, reagents, labour and electricity and from local and national government for levies, fees, royalties and other direct and indirect taxes. Blanket's planned growth should allow the fixed cost component to be absorbed over increased production, thereby helping to alleviate somewhat the effect of any further price increases.

Illegal mining: There has been an increase in illegal mining activities on properties controlled by Blanket. 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.

Electricity supply: Zimbabwe produces and imports less electricity than it requires and has insufficient funds to adequately maintain or upgrade its distribution infrastructure. This has historically resulted in frequent interruptions to the power supply at Blanket Mine. The local supply situation has deteriorated in recent months due to low water levels in the Kariba Dam, which supplies water for a hydro-power station which accounts for approximately 50% of Zimbabwe's installed generating capacity. Blanket has addressed the issue of interrupted power supply by installing stand-by generators and by entering into an un-interrupted power supply arrangement with the state-owned electricity company in return for paying a premium tariff. The un-interrupted power supply arrangement and the stand-by generators do not cover the GG and Mascot exploration properties

Succession planning: 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. The Caledonia management team has been augmented so that, if required, it could provide appropriate support to Blanket if this was required.

Country risk: The commercial environment in which the Company operates is unpredictable. Potential risks may arise from unforeseen changes in government policies and regulations relating to exploration and mining activity, military repression and civil disorder, all or any of which may have a material adverse effect on operations (including the ability to export geological samples for assay and analysis on a timely basis) and/or the ability of Caledonia to receive payments. Management believes that it has minimised such risks by complying fully with all relevant legislation and by obtaining all relevant regulatory permissions and approvals.

Gold marketing arrangements: In terms of regulations introduced by the Zimbabwean Ministry of Finance in January 2014, all gold produced in Zimbabwe must be sold to Fidelity, a company which is controlled by the Zimbabwean authorities. Accordingly, all of Blanket's production has been sold to Fidelity. Blanket has received all payments due from Fidelity in full and on time. However the requirement to sell to Fidelity increases Blanket's credit risk because Fidelity has failed to pay Blanket in the past.

17.	FORWARD LOOKING STATEMENTS

Information and statements contained in this MD&A that are not historical facts are "forward-looking information" within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited to, Caledonia'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 MD&A include: 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 recover rates, timing of commencement of operations and Caledonia's plans and timing regarding further exploration, drilling and development, the prospective nature of exploration and development targets, the ability to upgrade and convert mineral resources to 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 resources and 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, fluctuations in commodity prices, delays in the development of projects and other factors.

Potential shareholders and 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 and mineral resources 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 labour; 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, we are affected by 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 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 MD&A, 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.

18.

CONTROLS

Caledonia maintains adequate systems of internal accounting and administrative controls, consistent with reasonable cost. Such systems are designed to provide reasonable assurance that relevant and reliable financial information is produced.

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

At September 30, 2015 we have tested our ICOFR and management has evaluated the effectiveness of Caledonia's internal control over financial reporting and concluded that such internal control over financial reporting was effective and there were no material weaknesses.

19.	QUALIFIED PERSON

Dr. Trevor Pearton, B.Sc. Eng. (Mining Geology), Ph.D. (Geology), Pr.Sci.Nat., F.G.S.S.A., VP Exploration is the Corporation's qualified person as defined by NI 43-101. Dr. Pearton is responsible for the technical information provided on this MD&A except where otherwise stated.

Exhibit 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Steven Roy Curtis, President & Chief Executive Officer of Caledonia Mining Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Caledonia Mining Corporation (the "issuer") for the interim period ended September 30, 2015.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1	Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 12, 2015

Signed: "S R Curtis"

_______________________________

Steven Roy Curtis

President & Chief Executive Officer

Exhibit 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Mark Learmonth, Chief Financial Officer of Caledonia Mining Corporation, certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Caledonia Mining Corporation (the "issuer") for the interim period ended September 30, 2015.

5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1	Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2

N/A

5.3

N/A

6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 12, 2015

Signed: "Mark Learmonth"

_______________________________

Mark Learmonth

Chief Financial Officer

Caledonia Mining (AMEX:CMCL)
Historical Stock Chart
From Aug 2024 to Sep 2024