Washington, D.C. 20549
(Name, telephone, email and/or facsimile
number and address of Company Contact Person)
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
Securities registered or to be registered
pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital
or stock as of the closing of the period covered by the annual report:
Indicate by check mark if the registration is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, and/or an emerging growth company. See definition of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
[ ]
† The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to
its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
U.S. GAAP [ ]
International Financial Reporting Standards as issued
by the International Accounting Standards Board [X]
If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Shareholders, potential shareholders and other prospective investors
should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those suggested by the forward-looking statements. Such factors include, but are not limited
to: risks relating to estimates of mineral reserves proving to be inaccurate, fluctuations in gold price, risks and hazards associated
with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual
or unexpected geological or structural formations, pressures, power outages, explosions, landslides, cave-ins and flooding), risks
relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business;
inadequate insurance, or inability to obtain insurance, to cover these risks and hazards, employee relations; relationships with
and claims by local communities and indigenous populations; political risk; risks related to natural disasters, terrorism, civil
unrest, public health concerns (including health epidemics or outbreaks of communicable diseases such as the coronavirus); availability
and increasing costs associated with mining inputs and labor; the speculative nature of mineral exploration and development, including
the risks of obtaining or maintaining necessary licenses and permits, diminishing quantities or grades of mineral reserves as mining
occurs; global financial condition, the actual results of current exploration activities, changes to conclusions of economic evaluations,
and changes in project parameters to deal with un-anticipated economic or other factors, risks of increased capital and operating
costs, environmental, safety or regulatory risks, expropriation, the Company’s title to properties including ownership thereof,
increased competition in the mining industry for properties, equipment, qualified personnel and their costs, risks relating to
the uncertainty of timing of events including targeted production rate increase and currency fluctuations. Shareholders, potential
shareholders and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature,
forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute
to the possibility that the predictions, forecasts, projections and various future events will not occur. Caledonia reviews forward-looking
information for the purposes of preparing each annual report, however Caledonia undertakes no obligation to update publicly or
otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which
affect this information, except as required by law. For the reasons set forth above, investors should not place undue reliance
on forward-looking statements.
We are an “emerging growth company” as defined in Section
3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Jumpstart Our Business Startups
Act of 2012 (the "JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies. We will continue to qualify as an "emerging
growth company" until the earliest to occur of: (a) the last day of the fiscal year during which we had total annual gross
revenues of US$1,070,000,000 (as such amount is indexed for inflation every 5 years by the United States Securities and Exchange
Commission (“SEC”)) or more; (b) the last day of our fiscal year following the fifth anniversary of the date
of the first sale of equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on
which we have, during the previous 3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d) the date on
which we are deemed to be a "large accelerated filer", as defined in Exchange Act Rule 12b-2. We expect to continue to
be an emerging growth company for the immediate future. During 2020 Caledonia completed the first sale of equity securities under
the Securities Act and may therefore in 2026 no longer qualify as an emerging growth company. Refer to note 24 in the Consolidated
Financial Statements for detail on the sale of these equity securities.
Generally, a registrant that registers any class of its securities
under section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the
Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants
that are neither an "accelerated filer" or a "larger accelerated filer" (as those terms are defined in Exchange
Act Rule 12b-2), an auditor attestation report on management's assessment of internal control over financial reporting. However,
for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor
attestation report on management’s assessment of internal controls over financial reporting in its annual reports filed under
the Exchange Act, even if we were to qualify as an "accelerated filer" or a "larger accelerated filer". In
addition, Section 103(a)(3) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) has been amended by
the JOBS Act to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public
Company Accounting Oversight Board requiring a supplement to the auditor’s report in which the auditor would be required
to provide additional information about the audit and the financial statements of the company.
Links to external, or third-party websites, are provided solely
for convenience. We take no responsibility whatsoever for any third-party information contained in such third-party websites, and
we specifically disclaim adoption or incorporation by reference of such information into this report.
This Annual Report contains financial statements of the Company
prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board
(“IFRS”). In addition, this Annual Report also contains non-IFRS financial measures (“Non-IFRS
Measures”) including “on-mine cost per ounce”, “all-in sustaining cost per ounce”, “all-in
cost per ounce”, “average realized gold price” and “adjusted earnings per share” as we believe these
are useful metrics for measuring our performance. However, these Non-IFRS Measures do not have any standardized meaning prescribed
by IFRS and are not necessarily comparable to similar measures presented by other publicly traded entities. These measures should
be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS.
We are considered a “foreign private issuer” pursuant
to Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In our capacity
as a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations
and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors
and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16
of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our shares. Moreover, we
are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as United States companies
whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts
the selective disclosure of material information.
For as long as we are a “foreign private issuer” we
intend to file our annual financial statements on Form 20-F and furnish our quarterly financial statements on Form 6-K to the SEC
for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. However, the information
we file or furnish may not be the same as the information that is required in annual and quarterly reports on Form 10-K or Form
10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a
company that files as a domestic issuer.
We may take advantage of these exemptions until such time as we
are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis
at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding
voting securities are held by United States residents and any of the following three circumstances applies: (1) the majority of
our executive officers or directors are United States citizens or residents; (2) more than 50% of our assets are located in the
United States; or (3) our business is administered principally in the United States. If we lose our “foreign private issuer
status” we would be required to comply with Exchange Act reporting and other requirements applicable to U.S. domestic issuers,
which are more detailed and extensive than the requirement for “foreign private issuers”.
PART
I
ITEM 1
- Identity of Directors, Senior Management and Advisers
Not Applicable.
ITEM 2
- OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3
- KEY INFORMATION
|
A.
|
Selected Financial Data
|
The following tables present our selected consolidated financial
data. You should read these tables in conjunction with our audited Consolidated Financial Statements and accompanying notes included
in Item 18 of this Annual Report and “Operating and Financial Review and Prospects” included in Item 5 of this Annual
Report.
The selected consolidated financial information set forth below
has been derived from our audited Consolidated Financial Statements that are prepared in accordance with IFRS, which differ in
certain respects from the principles we would have followed had our Consolidated Financial Statements been prepared in accordance
with U.S. GAAP. The selected consolidated financial information should be read in conjunction with our Consolidated Financial Statements
and related notes thereto. The selected consolidated financial information is presented in United States Dollars (“USD”
or “$”), which is also the functional currency of the Company.
Financial – All in USD’000’s unless indicated otherwise
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Revenue
|
|
|
100,002
|
|
|
|
75,826
|
|
|
|
68,399
|
|
|
|
69,762
|
|
|
|
61,992
|
|
Gross Profit
|
|
|
46,656
|
|
|
|
31,138
|
|
|
|
21,587
|
|
|
|
26,321
|
|
|
|
23,492
|
|
Profit for the year – after tax from operations
|
|
|
25,257
|
|
|
|
50,401
|
|
|
|
13,756
|
|
|
|
11,896
|
|
|
|
11,085
|
|
Profit for the year – after tax from continuing operations
|
|
|
25,257
|
|
|
|
50,401
|
|
|
|
13,756
|
|
|
|
11,896
|
|
|
|
11,085
|
|
Profit attributable to owners of the Company
|
|
|
20,780
|
|
|
|
42,018
|
|
|
|
10,766
|
|
|
|
9,384
|
|
|
|
8,526
|
|
Net cash and cash equivalent
|
|
|
19,092
|
|
|
|
8,893
|
|
|
|
11,187
|
|
|
|
12,756
|
|
|
|
14,335
|
|
Current Assets
|
|
|
44,586
|
|
|
|
29,839
|
|
|
|
28,168
|
|
|
|
27,913
|
|
|
|
25,792
|
|
Total Assets
|
|
|
177,920
|
|
|
|
143,553
|
|
|
|
125,693
|
|
|
|
110,056
|
|
|
|
90,709
|
|
Current Liabilities
|
|
|
9,964
|
|
|
|
9,879
|
|
|
|
12,198
|
|
|
|
15,602
|
|
|
|
9,832
|
|
Non-current Liabilities
|
|
|
9,913
|
|
|
|
8,957
|
|
|
|
34,687
|
|
|
|
25,243
|
|
|
|
21,560
|
|
Net Assets/Total equity
|
|
|
158,043
|
|
|
|
124,717
|
|
|
|
78,808
|
|
|
|
69,211
|
|
|
|
59,317
|
|
Total Capital Expenditures – Cash
|
|
|
27,840
|
|
|
|
20,024
|
|
|
|
20,192
|
|
|
|
21,639
|
|
|
|
19,885
|
|
Dividend per share – cents (1)
|
|
|
32.1
|
|
|
|
27.5
|
|
|
|
27.4
|
|
|
|
27.4
|
|
|
|
24.5
|
|
Earnings per share – cents (1)
|
|
|
173
|
|
|
|
382
|
|
|
|
99
|
|
|
|
86.5
|
|
|
|
79.5
|
|
Diluted earnings per share – cents (1)
|
|
|
173
|
|
|
|
381
|
|
|
|
99
|
|
|
|
86.4
|
|
|
|
79
|
|
Share Information
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2016
|
|
Market Capitalization at December 31 (2)
|
|
|
192,447
|
|
|
|
90,624
|
|
|
|
57,852
|
|
|
|
77,932
|
|
|
|
60,178
|
|
Shares Outstanding (Thousands)(1)
|
|
|
12,119
|
|
|
|
10,763
|
|
|
|
10,603
|
|
|
|
10,603
|
|
|
|
10,557
|
|
Options Outstanding (Thousands)(1)
|
|
|
28
|
|
|
|
38
|
|
|
|
38
|
|
|
|
28
|
|
|
|
92
|
|
|
(1)
|
All dividends per share, earnings per share, diluted earnings
per share and option numbers are stated on the bases of the 1:5 share consolidation on June 26, 2017.
|
|
(2)
|
Based on the NYSE American share price quoted in USD from July
27, 2017. Amounts before July 27, 2017 were based on the OTCQX share price quoted in USD.
|
|
B.
|
Capitalization and Indebtedness
|
Not applicable.
|
C.
|
Reasons for the Offer and Use of Proceeds
|
Not
Applicable.
An investment in our shares involves a high degree of risk and should
be considered speculative. You should carefully consider the following risks set out below and other information before investing
in our shares. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations
or cash flows could be adversely affected, the trading price of our shares could decline and all or part of any investment may
be lost.
Our operations are highly speculative due to the high-risk nature
of our business, which include the acquisition, financing, exploration, development of mineral infrastructure and operation of
mines. The risks and uncertainties set out below are not the only ones we face. Additional risks and uncertainties not currently
known to us or that we currently deem immaterial may also impair our operations. If any of the risks actually occur, our business,
financial condition and operating results could be adversely affected. As a result, the trading price of our shares could decline
and investors could lose part or all of their investment. Our business is subject to significant risks and past performance is
no guarantee of future performance.
Our shares may not continue to be listed on the NYSE American
LLC (“NYSE American”)
Failure to meet the applicable maintenance requirements of the NYSE
American could result in our shares being delisted from the NYSE American. If we are delisted from the NYSE American, our
shares may be eligible for trading on an over-the-counter market in the United States. In the event that we are not
able to obtain a listing on another U.S. stock exchange or quotation service for our shares, it may be extremely difficult or impossible
for shareholders to sell their shares in the United States. Moreover, if we are delisted from the NYSE American, but
obtain a substitute listing for our shares in the United States, it will likely be on a market with less liquidity, and therefore
potentially more price volatility, than the NYSE American. Shareholders may not be able to sell their shares on any such substitute
U.S. market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As
a result of these factors, if our shares are delisted from the NYSE American, the price of our shares is likely to decline. In
addition, a decline in the price of our shares will impair our ability to obtain financing in the future.
Future sales of our shares into the public market by holders of our options may
lower the market price, which may result in losses to our shareholders.
As of March 29, 2021, we had 12,118,823 shares issued and outstanding. In
addition, as of March 29, 2021, 28,000 shares were issuable upon exercise of outstanding stock options, all of which may be exercised
in the future resulting in dilution to our shareholders. As of March 29, 2021, we may issue stock options to purchase
an additional 1,183,882 shares under our existing stock option plan. As of March 29, 2021, our senior officers and directors
beneficially owned, as a group, 447,882 shares (3.7% of our issued share capital), including stock options to acquire an additional
18,000 shares. Sales of substantial amounts of our shares into the public market, by our officers or directors or pursuant to the
exercise of options, or even the perception by the market that such sales may occur, may lower the market price of our shares.
The price of gold is subject to volatility and may have a
significant effect on our future activities and profitability.
The economic viability of our revenues, operations and exploration
and development projects is, and is expected to be, heavily dependent on the price of gold, which is particularly subject to fluctuation
and has fluctuated significantly in recent years. The price of gold is affected by numerous factors beyond our control including,
but not limited to: international economic and political conditions; expectations of inflation; international currency exchange
rates; interest rates; global or regional consumption patterns; speculative activities; levels of supply and demand; increased
production due to new mine developments and improved mining and production methods; availability and costs of metal substitutes;
and inventory carrying costs. The effect of these factors on the price of gold, and therefore the economic viability of our operations,
cannot be accurately predicted. Blanket Mine (1983) (Private) Limited, the company which owns the Blanket Mine (all hereinafter
referred to as “Blanket” or “Blanket Mine” as the context requires) continues to sell all
of its gold production from the Blanket Mine to Fidelity Printers and Refiners Limited (“Fidelity”), as required
by Zimbabwean legislation, and received the spot price of gold less an early settlement discount of 1.25% (2.5% from October 1,
2018 to January 11, 2019). The Company may enter into hedging agreements from time to time for economic hedging purposes as described
in note 23 of the Consolidated Financial Statements.
Our Business Operations and/or Activities could be impacted
by the spread of the Coronavirus.
Our business could be significantly adversely affected by the effects
of a widespread global outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus
(“COVID-19”). We cannot accurately predict the impact COVID-19 will have on third parties’, including our employees’
ability to fulfil their obligations to the Company, including due to uncertainties relating to the ultimate geographic spread of
the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed
by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could
result in a widespread health crisis that could adversely affect the economies and financial markets of many countries (including
those countries we rely on to conduct our business operations), resulting in an economic downturn that could negatively impact
our operating results.
With regular lockdowns implemented by the Government of Zimbabwe
and the Government of South Africa the supply chain has continued to function at a level that is adequate to augment our inventories,
sufficient to maintain normal production without interruption and accordingly the current situation bears no impact on management’s
going concern assumption.
Further, management had to incur additional costs to ensure the
wellbeing of its employees and made donations to stakeholders in Zimbabwe to assist in curbing the effects of COVID-19. Refer to
notes 9 and 13 of the Consolidated Financial Statements for the cost related to these expenditures.
In response to these COVID-19 risks, management has maximised the
inventory of consumable stock; engaged closely with its customer, Fidelity, regarding access to refiners and the eventual route
to market for Blanket’s production; and management regularly reviews its financial status and projections.
Work on the Central Shaft project was delayed by restrictions on
the movement of specialised personnel and the transport of equipment due to the COVID-19 pandemic. The Central Shaft is now expected
to be commissioned in the first quarter of 2021 instead of the fourth quarter of 2020. The delay in commissioning has affected
target production for 2021 which has been reduced from approximately 75,000 ounces to a range of 61,000 to 67,000 ounces. There
is no change to the target production rate of 80,000 ounces from 2022 onwards.
Currently there are no concerns over the valuation of our assets
as disclosed in the Consolidated Financial Statements and the Company don’t foresee any changes in the cost of capital, cash
requirements or any covenant defaults in our credit agreements. Refer to note 40 of the Consolidated Financial Statements.
At the date of the authorisation of this document management is
of the opinion that the effects of COVID-19 have been considered in making significant judgements and estimates, valuations and
evaluating our going concern principle. However, it must be recognised that the duration and effects of the COVID-19 pandemic are
uncertain and can affect our forecasting accuracy.
We cannot guarantee that there will not be an increase in
input costs affecting our results of operations and financial performance.
Mining companies could experience higher costs of steel, reagents,
labor, electricity, government levies, fees, royalties and other direct and indirect taxes. Our planned growth at Blanket Mine
should allow the fixed cost component to be absorbed over increased production, thereby helping to alleviate somewhat the net cash
effect of any further cost increases due to increased revenue cash flows. However, there can be no assurance that we will be able
to control such input costs and any increase in input costs above our expectations may have a negative result on our results of
operations and financial performance.
Our operations may be subject to increased costs or even suspended
or terminated as a result of any loss of required infrastructure in our operations.
Infrastructure, including water and electricity supplies, that is
currently available and used by us may, as a result of adverse climatic conditions, natural disaster, incorrect or inadequate maintenance,
sabotage or for other reasons, be destroyed or made unavailable or available in a reduced capacity. Were this to occur, operations
at our properties may become more costly or have to be curtailed or even terminated, potentially having serious adverse consequences
to our financial condition and viability that could, in turn, have a material adverse effect on our business, results of operations
or financial performance.
Our operations may be subject to inadequate water supply.
Blanket uses water in the metallurgical process, some of which is
pumped from the deeper levels of the mine but most of which is obtained from the “Blanket dam” (which, despite its
name, is neither owned nor managed by Blanket Mine) which also supplies water to the nearby town of Gwanda. Blanket is situated
in a semi-arid region and rainfall typically only occurs in the period November to February. The 2020/21 rainy season has been
better than average and management believes that there is enough water in the Blanket dam to maintain normal operations until the
next rainy season. During dry periods as a precautionary measure, Blanket intends to resuscitate existing boreholes and determine
their yield; conduct hydrological surveys to identify potential new boreholes; recycle water from the lower levels of unused workings
and construct a pond to store water that is pumped from current workings. If, however, there is inadequate water supply, operations
at Blanket Mine may become more costly or have to be curtailed, suspended or even terminated which may have serious adverse consequences
to the viability of gold production from Blanket Mine that could, in turn, have a material adverse effect on our business, results
of operations or financial performance.
Our operations may be subject to inadequate electricity supply.
Zimbabwe’s electricity generation is mainly from
the Kariba hydro station on the Zambezi river, the Hwange coal-fired station and several other much smaller coal-fired power stations.
Even if Zimbabwe’s installed generating capacity is fully operational, it cannot generate enough electricity to meet its
requirements and therefore Zimbabwe imports electricity from Mozambique and South Africa. Blanket Mine has a supply agreement with
the Zimbabwe Electricity Supply Authority (“ZESA”) in terms of which it pays a premium rate in return for uninterrupted
power.
The generating capacity at the Kariba hydro generating
station fluctuates at times when the water levels are low. In addition, the export of electricity from South Africa to Zimbabwe
is also interrupted due to a lack of generating capacity in South Africa and therefore interruptions to the Blanket supply do occur.
The combined effect of these are severe electricity shortages that lead to “load-shedding” or low voltage occurrences.
As a result of load-shedding and low voltage occurrences, Blanket’s use of diesel for generating electricity increased from
approximately 1,345,000 liters for the year in 2019 to 1,903,000 liters in 2020.
Power surges as experienced at Blanket, if not controlled,
can cause severe damage to Blanket’s electrical equipment. Blanket has installed its own equipment to regulate the incoming
power; however, this equipment was itself damaged by the incoming supply. Power surges are regulated by Autotap transformers that
are installed to normalise fluctuations up to 10MVA; current fluctuations vary to 12MVA. Blanket had to install an additional Autotap
transformer and repair Autotap transformers that broke down from late 2020 to early 2021. This resulted in many power trips due
to the power surges and an increased use of our generators.
If an electricity shortage or outage persists, operations
at Blanket Mine may become more costly or have to be curtailed, suspended or even terminated which may have serious adverse consequences
to the viability of production from Blanket Mine that could, in turn, have a material adverse effect on our business, results of
operations or financial performance.
Blanket has addressed the issue of interrupted power supply by installing
stand-by generators. These generators can supply the whole mine with electricity but is a costly and environmentally unfriendly
electricity source that is reliant on fuel imports that may from time to time be in shortage in Zimbabwe.
To mitigate against the current electricity situation, Caledonia
has entered into a contract for the construction of a 12MWac solar plant at a cost of approximately $12 million. Total costs to
design, construct, evaluate, licence and structure the project are expected to be approximately $14.1 million. Refer to Item 4.B
for more detail regarding the proposed solar plant and its financing.
We do business in countries and jurisdictions outside of the
United States where different economic, cultural, regulatory, monetary and political environments could adversely impact our business,
results of operations and financial condition.
The jurisdictions in which we operate are unpredictable. Assets
and investments in these foreign jurisdictions are subject to risks that are usually associated with operating in a foreign country
and any of these could result in a material adverse effect on our business, results of operations or financial performance. These
risks include, but are not limited to, access to assets, labor disputes and unrest; arbitrary revocation of government orders,
approvals, licenses and permits; corruption; uncertain political and economic environments; bribery; war; civil disturbances and
terrorist actions; sudden and arbitrary changes to laws and regulations; delays in obtaining government permits; limitations on
foreign ownership; more onerous foreign exchange controls; currency devaluations; import and export regulations; inadequate, damaged
or poorly maintained infrastructure; and endemic illnesses. There can be no guarantee that governments in these jurisdictions will
not unilaterally expropriate the property of companies that are involved in mining.
Caledonia’s mining operations are conducted in Zimbabwe and,
as such, these operations are exposed to various levels of political, economic and other risks and uncertainties in addition to
those set out above. These risks and uncertainties include, but are not limited to, expropriation and nationalization, or mandatory
levels of Zimbabwean ownership beyond currently mandated levels; renegotiation, nullification or partisan terms of existing concessions,
licenses, permits and contracts; illegal mining; changes in monetary and taxation policies; restrictions on foreign exchange and
repatriation; and changing political conditions, currency controls and governmental regulations that favor or require the awarding
of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular
jurisdiction.
The current monetary situation in Zimbabwe can be summarized as follows:
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There continues to be a shortage of foreign currency in Zimbabwe, although
in recent months Blanket has had satisfactory access to foreign exchange due to the higher gold price and increased production.
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The local currency (known as “RTGS” or “RTGS$”) rate of annual inflation
increased from 5% in September 2018 to approximately 500% by December 2019. By December 2020 the monthly inflation rate had fallen
to approximately 4.2% and the annual rate was approximately 350%. A high rate of RTGS inflation has little effect on Blanket’s
operations now that Blanket has adjusted employee remuneration to reflect the increased cost of living and Blanket’s costs
and revenue track US Dollar prices. Further devaluation in the RTGS to the USD has curbed the inflationary price rise prices.
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Since October 2018, bank accounts in Zimbabwe have been bifurcated between Foreign Currency Accounts
(“FCA”), which can be used to make international payments, and RTGS accounts which can only be used for domestic
transactions.
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On February 20, 2019 the Reserve Bank of Zimbabwe (“RBZ”) allowed inter-bank
trading between currency held in the RTGS$ system and the FCA system. Prior to this, the RBZ had stipulated that a Dollar in the
RTGS system was worth 1 US Dollar in the FCA system. The interbank exchange rate at each quarter-end since the introduction of
the interbank rate in February 2019 is set out below.
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Interbank Exchange Rates
(RTGS$: US$1)
February 20, 2019
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2.500
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March 31, 2019
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3.003
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June 30, 2019
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6.543
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September 30, 2019
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15.090
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December 31, 2019
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16.773
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March 31, 2020
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25.000
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June 30, 2020
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57.3582
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September 30, 2020
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81.4439
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December 31, 2020
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81.7866
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March 26, 2021
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84.1197
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The interbank trading mechanism addressed the most pressing difficulty that emerged after the October
2018 policy implementation, being the erosion of the purchasing power of Blanket’s employees due to rapidly increasing retail
prices, which had an adverse effect on employee morale. Management has increased RTGS$-denominated remuneration so that it remains
more closely aligned to the US Dollar value using the interbank rate. This has alleviated some of the financial distress experienced
by Blanket employees. Management regularly evaluates the available USD and increases the USD allocations to its employees when
the monetary policy allows sufficient cash flows for Blanket to do so.
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In February 2020, the RBZ announced its intention to further liberalise the interbank market with
the objective of increasing liquidity and transparency. However, in response to the COVID-19 pandemic, the Minister of Finance
reversed this policy and re-established a fixed exchange rate of ZWL$25:US$1 with effect from March 26, 2020. Despite the fixed
exchange rate, the local currency continued to devalue on the informal exchange markets. On June 23, 2020, the RBZ introduced an
“auction system” whereby, on a weekly basis, buyers and sellers of local currency and foreign exchange submit tenders
which the RBZ uses to determine a revised interbank rate.
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Zimbabwean gold producers, including Blanket, are required to sell their gold to Fidelity. Prior
to May 26, 2020, 55% of the sale proceeds were received in FCA and the balance was received in RTGS$. From May 26, 2020 to January
6,2021 gold producers received 70% of their sale proceeds in FCA and the balance in RTGS$. With effect from January 7, 2021, gold
producers receive 60% of their revenues in FCA and the balance in RTGS$. Blanket uses the FCA component to pay for imported goods,
services, electricity, dividends and a portion of the wages and salaries at Blanket; the RTGS$ component is used to pay for goods
and services procured in Zimbabwe, the remaining portion of wages and salaries at Blanket and payroll taxes and a proportion of
Blanket’s income tax. At prevailing gold prices and the current rate of production the 60% FCA allocation is sufficient for
Blanket to continue mining operations, to fully implement the investment plan as scheduled and allow Caledonia to remit dividends
from Zimbabwe. However, the revised 60% FCA allocation means that Blanket is expected to build up a balance of RTGS$ for which
there is no commercial use. To avoid this eventuality, Blanket participates in the weekly auction to sell RTGS$ for FCA which provides
an adequate mechanism to manage Blanket’s treasury.
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Provided the interbank exchange rate is efficient, Blanket continues
to participate effectively in the weekly foreign exchange auctions and Blanket receives the amounts due promptly, in full and at
an exchange rate which reflects economic fundamentals, management is optimistic the current policy is an acceptable environment.
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Throughout the above and to the date of the issue of the Consolidated Financial Statements the
US Dollar has remained the primary currency in which the Group’s Zimbabwean entities operate and the functional currency
of these entities
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Investors should recognize that Blanket’s ability to implement
its investment plan and Caledonia’s ability to sustain its operations outside Zimbabwe and pay future dividends depends,
inter alia, on the ability to continue to externalize cash from Zimbabwe.
Our operations are subject to various government approvals,
permits, licenses and legal regulation for which no assurance can be provided that such approvals, permits or licenses will be
obtained or if obtained will not be revoked or suspended.
Government approvals,
permits and licenses are required in connection with a number of our activities and additional approvals, permits and licenses
may be required in the future. The duration and success of our efforts to obtain approvals, permits and licenses are contingent
upon many variables outside of our control. Obtaining governmental approvals, permits and licenses can increase costs and cause
delays depending on the nature of the activity and the interpretation of applicable requirements implemented by the relevant authority.
While we and our affiliates currently hold the necessary licenses to conduct operations there can be no assurance that all necessary
approvals, permits and licenses will be maintained or obtained or that the costs involved will not exceed our estimates or that
we will be able to maintain such permits or licenses. To the extent such approvals, permits and licenses are not obtained or maintained,
we may be prohibited from proceeding with planned drilling, exploration, development or operation of properties which could have
a material adverse effect on our business, results of operations and financial performance.
In addition, failure to comply with applicable laws, regulations
and requirements in the countries in which we operate may result in enforcement action, including orders calling for the curtailment
or termination of operations on our property, or calling for corrective or remedial measures requiring considerable capital investment.
Although we believe that our activities are currently carried out in all material respects in accordance with applicable rules
and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations
will not be applied in a manner that could limit or curtail production or development of our properties or otherwise have a material
adverse effect on our business, results of operations and financial performance.
We face risks related to mining, exploration and mine construction on potential
properties.
Our level of profitability, if any, in future years will depend
on whether the Blanket Mine produces at forecasted rates and whether any exploration stage properties can be brought into production.
The mining, exploration and development of mineral deposits involves significant risks. It is impossible to ensure that any current
and future exploration programs will establish reserves. Whether a mineral ore body will be commercially viable depends on several
factors, and the exact effect of these factors cannot be accurately predicted. The exploration, development and production activities
are subject to political, economic and other risks, including:
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cancellation
or renegotiation of contracts;
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changes
in local and foreign laws and regulations;
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changes
in tax laws;
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delays or refusal in granting
prospecting permissions, mining authorizations and work permits for foreign management staff;
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environmental
controls and permitting;
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expropriation
or nationalization of property or assets;
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foreign
exchange controls and the availability of foreign exchange;
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government
mandated social expenditures;
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import and export regulation,
including restrictions on the sale of production in foreign currencies;
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industrial
relations and the associated stability thereof;
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inflation
of costs that is not compensated for by a currency devaluation;
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requirement that a foreign
subsidiary or operating unit has a domestic joint venture partner, which, possibly, the foreign company
must subsidize;
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restrictions on the ability
of local operating companies to hold foreign currencies in offshore and/or local bank accounts;
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restrictions on the ability
of a foreign company to have management control of exploration and/or development and/or mining operations;
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restrictions on the remittance of
dividend and interest payments offshore;
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retroactive tax or royalty claims;
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risks of loss due to civil strife, acts of war,
guerrilla activities, insurrection and terrorism;
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royalties and tax increases or claims by governmental
entities;
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unreliable local infrastructure and services such
as power, water, communications and transport links;
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demands or actions by native or indigenous groups;
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other risks arising out of foreign sovereignty over the
areas in which operations are conducted; and
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lack of investment funding.
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Such risks could potentially arise in any country in which we operate.
As a result of the foregoing, our exploration, development and production
activities in Zimbabwe may be substantially affected by factors beyond our control, any of which could materially adversely affect
our financial position or results from operations. Furthermore, in the event of a dispute arising from such activities, we may
be subject to exclusive jurisdiction of courts outside North America or may not be successful in subjecting persons to the jurisdiction
of the courts in North America, which could adversely affect the outcome of a dispute.
We will need to identify new reserves to replace mineral reserves
that have been depleted by mining activities and to commence new projects. No assurance can be given that exploration activities
by us will be successful in identifying sufficient mineral reserves of an adequate grade and suitable metallurgical characteristics
suitable for further development or production.
Blanket Mine is our principal mining asset. In addition, Blanket
Mine has title to numerous but smaller satellite properties in the surrounding Gwanda greenstone terrain. These satellite properties
are in the exploration stage and are without any known bodies of commercial ore. The Eagle Vulture, Mascot and Penzance satellite
properties were sold in 2021. During the fourth quarter of 2020 the Company entered into option agreements that gave the Company
the exclusive right to explore the Glen Hume and Connemara North properties. Refer to notes 18 and 21 of the Consolidated Financial
Statements and Item 4.A for more detail on the sale of the satellite properties and the newly acquired options over exploration
properties. There is no assurance that our mineral exploration activities will result in any discoveries of commercial bodies of
mineral reserves. The long-term profitability of our operations will, in part, be directly related to the costs and success of
our exploration programs, which may be affected by several factors.
There can be no assurance, even when an economic deposit of minerals
is located, that any of our property interests can be commercially mined. The exploration and development of mineral deposits involve
a high degree of financial risk over a significant period which a combination of careful evaluation, experience and knowledge of
management may not eliminate. While the discovery of additional ore-bearing structures may result in substantial rewards, few properties
which are explored are ultimately developed into producing mines. Major expenses may be required to establish reserves by drilling
and to construct mining and processing facilities at a particular site. It is impossible to ensure that our current exploration
programs will result in profitable commercial mining operations. The profitability of our operations will be, in part, directly
related to the cost and success of its exploration and development programs which may be affected by several factors. Additional
expenditures are required to establish reserves that are sufficient to commercially mine and to construct, complete and install
mining and processing facilities in those properties that are actually mined and developed.
Further development and commercial production at Blanket Mine,
satellite properties and newly acquired explorations options cannot be assured.
We are engaged in further development activities at Blanket Mine
and its satellite properties and have started our exploration program at Glen Hume. Estimates for future production, at Blanket
Mine, are based on mining plans and are subject to change. Production estimates are subject to risk and no assurance can be given
that future production estimates will be achieved. Actual production may vary from estimated production for a variety of reasons
including un-anticipated variations in grades, mined tonnages and geological conditions, accident and equipment breakdown, changes
in metal prices and the cost and supply of inputs and changes to government regulations. Construction and development of projects
are subject to numerous risks including, but not limited to: obtaining equipment, permits and services; changes in regulations;
currency rate changes; labor shortages; fluctuations in metal prices; and the loss of community support.
Substantial expenditures are required to establish reserves through
drilling, to develop metallurgical processes to extract gold from ore and to develop the mining, processing facilities and infrastructure
at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit,
no assurance can be given that minerals will be capable of economic extraction by metallurgical process, or discovered in sufficient
quantities or grades, or the estimated operating costs of the mining venture are sufficient, to justify development of the deposit,
or that the funds required for development can be obtained on a timely and economically acceptable basis.
The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be predicted, such as metal price and market fluctuations,
the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government
regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental
protection. Depending on the price of minerals produced, the Company may determine that it is not commercially feasible to commence
or continue commercial production.
Refer to capital investments under Item 4.A for detail on development
activities at Blanket and surrounding areas.
We face credit risk exposure from counterparties to certain
contractual obligations and there is no assurance that any such counterparty may not default in such obligation causing us to incur
a financial loss.
Credit risk is the risk that a party with a contractual obligation
with us will default causing a loss. New regulations introduced by the Zimbabwean Ministry of Finance in January 2014 require that
all gold produced in Zimbabwe must be sold to Fidelity, a company which is controlled by the Zimbabwean authorities. Accordingly,
all of our production from Blanket Mine is sold to Fidelity. At the date of approval of this document, Blanket has received all
payments due from Fidelity in full and on time. This arrangement introduces a credit risk, beyond our control, that receivables
and contractual performance due from Fidelity will not be paid or performed in a timely manner, or at all. If Fidelity or the Zimbabwean
government were unable or unwilling to conduct business with us, or satisfy obligations to us, we could experience a material adverse
effect upon our operations and financial performance.
The mining industry is highly competitive and there is no
guarantee we will always be able to compete effectively.
The mining industry is a highly diverse and competitive international
business. The selection of geographic areas of interest are only limited by the degree of risk a company is willing to accept by
the acquisition of properties in emerging or developed markets and/or prospecting in explored or virgin territory. Mining, by its
nature, is a competitive business with the search for fresh ground with good exploration potential and the raising of the requisite
capital to move projects forward to production. There is aggressive competition within the mining industry for the discovery and
acquisition of properties considered to have commercial potential. We will compete with other interests, many of which have greater
financial resources than we will have, for the opportunity to participate in promising projects. Such competition may have better
access to potential resources, more developed infrastructure, more available capital, have better access to necessary financing,
and more knowledgeable and available employees than us. We may encounter competition in acquiring mineral properties, hiring mining
professionals, obtaining mining resources, such as manpower, drill rigs, and other mining equipment. Such competitors could outbid
us for potential projects or produce gold at lower costs. Increased competition could also affect our ability to attract necessary
capital funding or acquire suitable properties or prospects for gold exploration or production in the future. Significant capital
investment is required to achieve commercial production from successful exploration and development efforts. Globally, the mining
industry is prone to cyclical variations in the price of the commodities produced by it, as dictated by supply and demand factors,
speculative factors and industry-controlled marketing cartels. Nature provides the ultimate uncertainty with geological and occasionally
climatic surprises. Commensurate with the acceptance of this risk profile is the potential for high rewards. If we are unable to
successfully compete for properties, capital, customers or employees it could have a materially adverse effect on our results of
operations.
We were required to facilitate the economic participation
of certain indigenous groups in our business and there can be no assurance that such required participation was at fair market
value or that the terms of the agreements can be amended.
The government of Zimbabwe introduced legislation in 2012 requiring
companies to facilitate participation in their shareholdings and business enterprises by the indigenous population (typically referred
to as indigenization). It is not assured that such interests were paid for at full fair value. As reported, Blanket Mine complied
with the requirements of the Indigenization and Economic Empowerment Act in Zimbabwe whereby indigenous shareholders legally owned
51% of Blanket Mine since September 2012 (until recently – see below).
Pronouncements from the Zimbabwe Government following the appointment
of the new President in late 2017 announced a relaxation in the indigenization policy which, amongst other things, included the
removal of an indigenization requirement for gold mining companies. These pronouncements were passed into law in March 2018.
On November 6, 2018, the Company announced that it had entered into
a sale agreement with Fremiro Investments (Private) Limited (“Fremiro”) to purchase Femiro’s 15% shareholding
in Blanket for a gross consideration of $16.7 million to be settled through a combination of the cancellation of the loan between
the two entities which stood at $11.5 million as at June 30, 2018 and the issue of 727,266 new shares in Caledonia at an issue
price of $7.15 per share. On completion of the transaction on January 20, 2020, Caledonia owned 64% in Blanket and Fremiro held
approximately 6.3% of Caledonia’s shares.
We currently do not depend on our ability to successfully
access the capital and financial markets. However, should our financial position change any inability to access the capital or
financial markets may limit our ability to execute our business plan or pursue investments that we may rely on for future growth.
Depending on our ability to generate income from our operations,
we may require further financing for current and future exploration and development. Should our projections for fiscal years 2021
through to 2023 prove incorrect, to finance our working capital needs, we may have to raise funds through the issuance of additional
equity or debt securities. Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value
of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional
debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured
debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until
the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results.
If we are unable to obtain additional financing, as needed, at competitive
rates, our ability to implement our business plan and strategy may be affected, and we may be required to reduce the scope of our
operations and scale back our exploration and development programs as the case may be. There is, however, no guarantee that we
will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet
our objectives, which may adversely affect our business and financial position.
Our share price has been
and is likely to continue to be volatile and an investment in our shares could suffer a decline in value.
Market prices for mining company securities, by their nature, are
volatile. Factors, such as rapidly changing commodity prices, political unrest globally and in countries where we operate, speculative
interest in mining stocks etc. are but a few factors affecting the volatility of the share price. Our shares are listed in the
U.S. on the NYSE American and depositary interests representing our shares are admitted to trading on AIM of the London Stock Exchange
(“AIM”) (the use of the term “share” in this Annual Report also, where the context requires, extends
to a depositary interest representing a share). The Company voluntarily delisted its shares from the Toronto Stock Exchange (“TSX”)
on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities
laws unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.
You should consider an investment in our shares as risky and invest
only if you can withstand a significant loss and wide fluctuations in the market value of your investment. The market price of
our shares may be highly volatile and subject to wide fluctuations. In addition, the trading volume of our shares may fluctuate
and cause significant price variations to occur. If the market price of our shares declines significantly, you may be unable to
resell your shares at or above the purchase price, if at all. We cannot assure you that the market price of our shares will not
fluctuate or significantly decline in the future. Factors affecting our share price include but are not limited to:
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actual or expected fluctuations in our operating results;
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actual or expected changes in our growth rates or our competitors’
growth rates;
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changes in the market price of gold;
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changes in the demand for gold;
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high extraction costs;
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accidents;
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changes in market valuations of similar companies;
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additions to or departures of our key personnel;
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actual or anticipated fluctuations in our quarterly operating results
or those of our competitors;
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publication of research reports by securities analysts about us
or our competitors in the industry;
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our failure or the failure of our competitors to meet analysts’
projections or guidance that we or our competitors may give to the market;
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fluctuations of exchange rates between the USD, GBP, CAD, RTGS$
and ZAR;
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changes or proposed changes in laws and regulations affecting the
gold mining industry;
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changes in trading volume of our shares on the NYSE American or
AIM;
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sales or perceived potential sales of our shares by us, our directors,
senior management or our shareholders in the future;
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short selling or other market manipulation activities;
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announcement or expectation of additional financing efforts;
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terrorist acts, acts of war or periods of widespread civil unrest;
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natural disasters and other calamities;
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litigation involving us, including: shareholder litigation, investigations
or audits by regulators into our operations; or proceedings initiated by our competitors or clients;
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strategic decisions by us or our competitors, such as acquisitions,
divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
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the passage of legislation or other regulatory developments affecting
us or our industry;
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fluctuations in the valuation of companies perceived by investors
to be comparable to us; and
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conditions in the U.S. and United Kingdom financial markets or
changes in general economic conditions.
We are dependent on key management employees.
Our success depends (i) on the continued contributions of our directors,
executive officers, management and consultants; and (ii) on our ability to attract new personnel whenever we seek to implement
our business strategy. The loss of the services of any of these persons could have a materially adverse effect on our business,
prospects results of operations and financial performance. The limited availability of mining and other technical skills and experience
in Zimbabwe and the difficulty of attracting appropriately skilled employees to Zimbabwe creates a risk that appropriate skills
may not be available if, for whatever reason, the current skills base at the Blanket Mine is depleted. There is no assurance that
we will always be able to locate and hire all the personnel that we may require. Where appropriate, we engage with consulting and
service companies to undertake some of the work functions.
Our mineral rights may be subject to defects in title.
We are not currently aware of any significant competing ownership
claims or encumbrances respecting title to our properties. However, the ownership and validity or title of unpatented mining claims
and concessions are often uncertain and may be contested. We also may not have, or may not be able to obtain, all necessary surface
rights to develop a property. Although we have taken reasonable measures to ensure proper title to our properties, there is no
guarantee of title to our properties or that competing ownership claims or encumbrances respecting our properties will not be made
in the future. Title insurance is generally not available for mineral properties and our ability to ensure that we have obtained
secure claims to individual mineral properties or mining concessions may be severely constrained. Our mineral properties may be
subject to prior unregistered agreements, transfers or claims, and title may be affected by, among other things, undetected defects.
We may incur significant costs related to defending the title to our properties. A successful claim contesting our title to a property
may cause us to compensate other persons or perhaps reduce our interest in the affected property or lose our rights to explore
and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to
the property. Also, in any such case, the investigation and resolution of title issues would divert our management’s time
from ongoing exploration and, if warranted, development programs. Any impairment or defect in title could have a negative impact
on us.
We are subject to operational hazards and risks that could
have a material adverse effect on our business, results of operations and financial performance.
We are subject to risks typical in the mining business. These include,
but are not limited to, operational issues such as unexpected geological conditions or earthquakes causing unanticipated increases
in the costs of extraction or leading to falls of ground and rock bursts, particularly as mining moves into deeper levels. Major
cave-ins, flooding or fires could also occur under extreme conditions. Although equipment is monitored and maintained and all staff
receive safety training, accidents caused by equipment failure or human error could occur. Such occurrences could result in damage
to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining,
monetary losses and possible legal liability. As a result, we may incur significant liabilities and costs that could have a material
adverse effect upon our business, results of operations and financial performance.
Lawsuits may be filed against us and an adverse ruling in
any such lawsuit could have a material adverse effect on our business, results of operations and financial performance.
We may become party to legal claims arising in the ordinary course
of business. There can be no assurance that unforeseen circumstances resulting in legal claims will not result in significant costs
or losses. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely
to us and as a result, could have a material adverse effect on our assets, liabilities, business, financial condition and results
of operations. Even if we prevail in any such legal proceedings, the proceedings could be costly and time-consuming and may divert
the attention of management and key personnel from our business operations, which could adversely affect our financial condition.
In the event of a dispute arising in respect of our foreign operations, we may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States of America, South
Africa, Zimbabwe, Canada, the United Kingdom, Jersey Channel Islands or international arbitration. The legal and political environments
in which we operate may make it more likely that laws will not be enforced and that judgments will not be upheld. If we are unsuccessful
in enforcing our rights under the agreements to which we are party to or judgments that have been granted, or if laws are not appropriately
enforced, it could have a material adverse effect on our business, results of operations and financial performance.
We face risks related to illegal mining at Blanket Mine and
no assurance can be provided that such illegal mining will not have an adverse effect on our business, results of operations and
financial performance.
Illegal mining activities on properties controlled by Blanket have
been identified. This gives rise to increased security costs and an increased risk of theft and damage to equipment. Blanket has
received adequate support and assistance from the Zimbabwean police in investigating such cases but there can be no guarantee that
the support from the Zimbabwean police will continue and whether their support will stop illegal mining activities.
Most of our employees are members of the Associated Mine Workers
Union of Zimbabwe and any work stoppage or industrial action implemented by the union may affect our business, results of operations
and financial performance.
Most of the employees are members of the Associated Mine Workers
Union of Zimbabwe. Pay rates for all wage-earning staff are negotiated on a Zimbabwe industry-wide basis between the union and
representatives of the mine owners. Any industrial action called by the union may affect our operations even though our operations
may not be at the root cause of the action. Strikes, lockouts or other work stoppages could have a material adverse effect on our
business, results of operations and financial performance. In addition, any work stoppage or labor disruption at key customers
or service providers could impede our ability to supply products, to receive critical equipment and supplies for our operations
or to collect payment from customers encountering labor disruptions. Work stoppages or other labor disruptions could increase our
costs or impede our ability to operate.
There can be no assurance that changes to any environmental,
health and safety laws to which we are currently subject would not adversely affect our exploration and development programs.
Our exploration, development and operations are subject to environment,
health and safety (“EH&S”) laws and regulations in the countries in which the relevant activity is being
conducted.
In 2018, a training facility (called the Nyanzvi initiative) was
established at Blanket using dedicated facilities and specially trained facilitators. The entire Blanket workforce has participated
in the programme which resulted in the general improvement in safety in the first two quarters of 2020. The Nyanzvi programme was
suspended from late March 2020 due to the need to observe social distancing because of COVID-19 which contributed to the increase
in reportable events in the quarter and the preceding quarter. Management expects the safety performance will improve when the
Nyanzvi initiative and other safety measures which were suspended due to COVID-19 restrictions are re-instated.
Safety training is an ongoing exercise and it will remain an area
of focus for the Company. There is no assurance, however, that future changes in EH&S, if any, will not adversely affect our
exploration and development programs or our operations. There are no assurances that regulatory and environmental approvals required
under EH&S will be obtained on a timely basis or if at all. A breach of EH&S may result in the temporary suspension of
operations, the imposition of fines, other penalties (including administrative penalties and regulatory prosecution), and government
orders, which could potentially have a material adverse effect on operations.
Due to the nature of our business, our operations face extensive EH&S risks.
Gold mining is exposed to numerous risks and events, the occurrence
of which may result in the death of, or personal injury, to employees. EH&S legislation applicable to us could suspend part
or all of our operations. EH&S incidents could therefore lead to increased unit production costs or lower production which
could negatively affect our business, operating and/or financial results.
In response to the COVID-19 pandemic, measures were introduced to
safeguard our employees; e.g. protective equipment and - clothing, sanitisers, stricter safety protocols, etc. One case of COVID-19
was recorded at Blanket during the fiscal year ended December 31, 2020; 28 cases have been detected in January and February 2021
and some cases were also detected at the Company’s offices in Harare and amongst its employees in Johannesburg. None of the
identified cases resulted in hospitalisation and all infected persons appear to have made or be making a full recovery.
We may enter into acquisitions or other material transactions
at any time.
We continually seek to replace and expand our reserves through the
exploration of our existing properties and may expand through acquisitions of interests in new properties or of interests in companies
that own such properties. Acquisitions involve a number of risks, including: the possibility that we, as a successor owner, may
be legally and financially responsible for liabilities of prior owners; the possibility that we may pay more than the acquired
company or assets are worth; the additional expenses associated with completing an acquisition and amortizing any acquired intangible
assets; the difficulty of integrating the operations and personnel of an acquired business; the challenge of implementing uniform
standards, controls, procedures and policies throughout an acquired business; the inability to integrate, train, retain and motivate
key personnel of an acquired business; and the potential disruption of our ongoing business and the distraction of management from
its day-to-day operations. These risks and difficulties, if they materialize, could disrupt our ongoing business, distract management,
result in the loss of key personnel, increase expenses and may have a material adverse effect on our business, results of operations
and financial performance.
In the fourth quarter of 2020 Caledonia acquired the exclusive rights
to explore the Connemara North and Glen Hume properties, both situated near Gweru, Zimbabwe. Refer to note 18 of the Consolidated
Financial Statements and Item 4.A “capital investments” for more detail on these acquisitions. If the exploration yields
satisfactory results, Caledonia has the right to acquire the mining claims over the areas.
As a foreign private issuer, we are permitted to file less
information with the SEC than a company that is not a foreign private issuer or that files as a domestic issuer.
As a foreign private issuer, we are exempt from certain rules under
the Exchange Act that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14
of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing”
profit recovery provisions of Section 16 of the Exchange Act. Moreover, we are not required to file periodic reports and financial
statements with the SEC as frequently or as promptly as a company that files as a domestic issuer whose securities are registered
under the Exchange Act, nor are we generally required to comply with the SEC’s Regulation FD, which restricts the selective
disclosure of material non-public information. For as long as we are a “foreign private issuer” we intend to file our
annual financial statements on Form 20-F and furnish our quarterly financial statements on Form 6-K to the SEC for so long as we
are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. However, the information we file or furnish
is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic
issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as
a domestic issuer.
We may lose our foreign private issuer status, which would
then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur additional legal, accounting
and other expenses.
We are required to determine our status as a foreign private issuer
on an annual basis at the end of our second fiscal quarter. In order to maintain our current status as a foreign private issuer,
either (1) a majority of our shares must be either directly or indirectly owned of record by non-residents of the United States
or (2) (a) a majority of our executive officers or directors must not be U.S. citizens or residents, (b) more than 50 percent of
our assets cannot be located in the United States and (c) our business must be administered principally outside the United States.
If we lost this status, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S.
domestic issuers, which are more detailed and extensive than the requirements for foreign private issuers. We would also be subject
to additional restrictions on offers and sales of securities outside the United States and would have to comply with the generally
more restrictive Regulation S requirements under the Securities Act that apply to U.S. domestic issuers, which could limit our
ability to access capital markets in the future. The regulatory and compliance costs to us under U.S. securities laws if we are
required to comply with the reporting requirements applicable to a U.S. domestic issuer may be higher than the cost we would incur
as a foreign private issuer. As a result, we expect that a loss of foreign private issuer status would increase our legal and financial
compliance costs.
We are an emerging growth company and we cannot be certain
if the reduced disclosure requirements applicable to emerging growth companies may make our shares less attractive to investors
and, as a result, adversely affect the price of our shares and result in a less active trading market for our shares.
We are an “emerging growth company” as defined in the
JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that apply to other public companies
that are not emerging growth companies. For example, we have qualified for an exemption from the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act relating to internal control over financial reporting, and we will not provide such an
attestation from our auditors.
We may avail ourselves of these disclosure exemptions until we are
no longer an emerging growth company. We cannot predict whether investors will find our shares less attractive because of our reliance
on some or all these exemptions. If investors find our shares less attractive, it may adversely impact the price of our shares
and there may be a less active trading market for our shares.
We will cease to be an emerging growth company upon the earliest of:
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the last day of the fiscal year during which we have total annual gross revenues of $1,070,000,000
(as such amount is indexed for inflation every five years by the SEC or more);
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the last day of our fiscal year following the fifth anniversary of the completion of our first
sale of equity securities pursuant to an effective registration statement under the Securities Act;
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the date on which we have, during the previous three-year period, issued more than $1,000,000,000
in non- convertible debt; or
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the date on which we are deemed to be a “large accelerated filer”, as defined in Rule 12b–2 of the Exchange
Act, which would occur if the market value of our shares that are held by non-affiliates exceeds $700,000,000 as of the last day
of our most recently-completed second fiscal quarter.
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During 2020 the Company sold its first equity securities under the
Securities Act. This means that the Company may no longer qualify as an emerging growth company following the fifth anniversary
of the completion of the equity raise. The Company may instead thereafter have to comply with Section 404(b) of the Sarbanes-Oxley
Act where our registered public accountant will be required to attest to management’s assessment of its internal controls
over financial reporting as presented under Item 15B of Form20-F.
If we fail to establish and maintain proper internal controls,
our ability to produce accurate financial statements or comply with applicable regulations could be impaired.
Section 404(a) of the Sarbanes-Oxley Act requires that our management
assess and report annually on the effectiveness of our internal controls over financial reporting and identify any material weaknesses
in our internal controls over financial reporting. Although Section 404(b) of the Sarbanes-Oxley Act requires our independent registered
public accounting firm to issue an annual report that addresses the effectiveness of our internal controls over financial reporting,
we have opted to rely on the exemptions provided to us by virtue of being a foreign private issuer and an emerging growth company,
and consequently will not be required to comply with SEC rules that implement Section 404(b) of the Sarbanes-Oxley Act until we
lose our emerging growth company status.
If either we are unable to conclude that we have effective internal
controls over financial reporting or, at the appropriate time, our independent auditors are unwilling or unable to provide us with
an unqualified report on the effectiveness of our internal controls over financial reporting as required by Section 404(b) of the
Sarbanes-Oxley Act, investors may lose confidence in our operating results, the price of our shares could decline and we may be
subject to litigation or regulatory enforcement actions.
There is uncertainty with our Mineral Reserve estimates.
Our mineral reserve figures described in this document are management’s
best estimates and are reported in accordance with the requirements of Industry Guide 7 (“IG 7”) of the SEC.
These estimates may not reflect actual reserves or future production. Should we encounter mineralization or formations different
from those predicted by past drilling, sampling and similar examinations, reserve estimates may have to be adjusted and mining
plans may have to be altered in a way that might ultimately cause our reserve estimates to decline. Moreover, if the gold price
declines, or if our labor, consumable, electricity and other production costs increase or recovery rates decrease, it may become
uneconomical to recover our reserves. Under these circumstances, we would be required to re-evaluate our reserves. The reserve
estimates are based on drilling results and because unforeseen conditions may occur, the actual results may vary from the initial
estimates. These factors could result in reductions in our reserve estimates, which could in turn adversely impact the total value
of our business.
There are differences in United States and Canadian reporting of mineral reserves
and mineral resources.
From time to time, we also report mineral resources in accordance
with the Canadian requirements outlined in Canadian National Instrument 43-101 which are not directly comparable to IG 7 mineral
reporting and disclosure requirements. The terms “mineral resource”, “measured mineral resource”, “indicated
mineral resource” and “inferred mineral resource” are defined in and required to be used by the Company pursuant
to Canadian National Instrument 43-101; however, these terms are not defined terms under IG 7 and historically have not been permitted
to be used in reports and registration statements filed in accordance with IG 7 with the SEC. Investors are cautioned not to assume
that any part of or all mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources”
have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed
that all or any part of the measured mineral resources, indicated mineral resources, or inferred mineral resources will ever be
upgraded to a higher category.
Investors are cautioned not to assume that all or any part of an
inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” is permitted
disclosure under Canadian regulations; however, teh SEC has historically only permitted issuers to report “resources”
as in-place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization
and resources contained in some of our reports may not be comparable to information made public in accordance with IG 7.
Further, the terms “Mineral Reserve”, “Proven
Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with Canadian
National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum standards (the “CIM Definitions
Standards”). These definitions differ from the definitions in IG 7. Under IG 7 standards, a “final” or “bankable”
feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis
to designate reserves and all necessary permits or governmental authorizations must be filed with the appropriate governmental
authority.
Accordingly, the information contained in some of the reports containing
descriptions of the Company's mineral deposits may not be comparable to similar information made public in accordance with IG 7.
On October 31, 2018, the SEC adopted the Modernization of Property
Disclosures for Mining Registrants (the “New Rule”), introducing significant changes to the existing mining
disclosure framework to better align it with international industry and regulatory practice, including NI 43-101. The New Rule
became effective as of February 25, 2019 and following a transition period the Company will be required to comply with the New
Rule as of its annual report for its first fiscal year beginning on or after January 1, 2021, and earlier in certain circumstances.
While early voluntary compliance with the New Rule is permitted, the Company has not elected to comply with the New Rule at this
time and the Company does not anticipate needing to comply with the New Rule until March 2022. Under the New Rule, the definitions
of "Proven Mineral Reserves" and "Probable Mineral Reserves" have been amended to be substantially similar
to the corresponding CIM Definition Standards and the SEC has added definitions to recognize "Measured Mineral Resources",
"Indicated Mineral Resources" and "Inferred Mineral Resources" which are also substantially similar to the
corresponding CIM Definition Standards; however, there are differences in the definitions under the New Rule and the CIM Definition
Standards and therefore once the Company begins reporting under the New Rule there is no assurance that the Company's Mineral Reserve
and Mineral Resource estimates will be the same as those reported under CIM Definition Standards as contained in this Annual Report.
U.S. investors may not be able to enforce their civil liabilities against us or
our directors and officers.
It may be difficult to bring and enforce suits against us, because
we were amalgamated and exist under the laws of Jersey, Channel Islands and are situated in Jersey, Channel Islands and do not
have assets located in the United States.
All our assets are located outside the United States and most of
our directors and all of our officers are residents of countries other than the United States. As a result, it may be difficult
for investors to effect service of process on us or these non-United States resident persons within the United States or to rely
in the United States upon judgments obtained in the United States based on the civil liability provisions of the U.S. federal securities
laws against us or our officers and non-United States resident directors. In addition, our U.S. shareholders should
not assume that the courts of Jersey, Channel Islands (i) would enforce judgments of U.S. courts obtained in actions
against us, our officers or directors predicated upon the civil liability provisions of the U.S. federal securities laws or other
laws of the United States, or (ii) would enforce, in original actions, liabilities against us, our officers or directors predicated
upon the U.S. federal securities laws or other laws of the United States.
We are incorporated under the laws of Jersey, Channel Islands
and our principal offices are located outside of the United States which could have negative tax consequences for U.S. investors.
We are incorporated under the laws of Jersey, Channel Islands and
are located outside of the United States. Accordingly, U.S. investors could be subject to negative tax consequences. If
we choose to make an offering of securities in the United States, the applicable prospectus is expected to include a discussion
of the material United States tax consequences relating to the purchase, ownership and disposition of any securities offered thereby,
to the extent not set out in this Annual Report; however, investors should consult their own tax advisors as to the consequences
of investing in Caledonia.
ITEM 4
- INFORMATION ON THE COMPANY
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A.
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History and Development of the Company
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Caledonia Mining Corporation Plc (previously Caledonia Mining Corporation)
was incorporated, effective February 5, 1992, by the amalgamation of three predecessor companies and was registered at the time
under the Canada Business Corporations Act.
Following the creation of Caledonia its shares were listed on the
TSX and quoted on the NASDAQ small caps market. On October 16, 1998, Caledonia announced that NASDAQ would no longer quote its
securities for trading. Caledonia’s stock commenced trading on the OTCQX in June 2005.
Effective April 1, 2006 the Company purchased 100% of the issued
shares of the Zimbabwean company, Caledonia Holdings Zimbabwe (Private) Ltd (“CHZ”) that held 100% of the shares
of Blanket Mine. The purchase consideration was $1,000,000 and 20,000,000 shares of Caledonia. The Company acquired all the assets
and assumed all the liabilities of CHZ.
The Company re-domiciled from Canada to Jersey using a legal process
called “Continuance” on March 19, 2016. The Company operates under the Companies (Jersey) Law 1991, as amended, (the
“Companies Law”). The Continuance had no effect on the Company’s listing on the TSX or on the trading
facilities on AIM in London or on the OTCQX in the United States of America.
On July 24, 2017, the Company announced that its shares would be
listed on the NYSE American and trading began on July 27, 2017. The trading of the Company’s shares on the OTCQX ceased upon
the commencement of trading on the NYSE American.
Caledonia voluntary delisted its shares from the TSX on June
19, 2020. After the delisting, the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws
unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.
As at the date of this report Caledonia’s shares trade on
the NYSE American and AIM under the ticker “CMCL”.
The addresses and telephone numbers of Caledonia’s principal
offices are:
Registered and Head Office
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African Office - South African
Subsidiaries
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Caledonia Mining Corporation Plc
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Caledonia Mining South Africa Proprietary Limited
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B006 Millais House, Castle Quay, St Helier
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4th Floor, 1 Quadrum office park
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Jersey, Channel Islands
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Johannesburg, Gauteng, 2198
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JE2 3EF
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South Africa
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(44) 1534 679 800
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(27) 11 447 2499
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Indigenization of Blanket Mine
On February 20, 2012 certain companies within Caledonia’s
group of companies (the “Group”) announced that they had signed a Memorandum of Understanding (“MoU”)
with the Minister of Youth, Development, Indigenization and Empowerment of the Government of Zimbabwe pursuant to which the Group
agreed that indigenous Zimbabweans would acquire an effective 51% ownership interest in the Blanket Mine for a transactional value
of $30.09 million. Pursuant to the above, the Group entered into agreements with each indigenous shareholder to transfer 51% of
the Group’s ownership interest in Blanket Mine whereby it:
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sold a 16% interest to the National Indigenisation and Economic Empowerment Fund (“NIEEF”)
for $11.74 million;
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sold a 15% interest to Fremiro, which is owned by indigenous Zimbabweans, for $11.01 million;
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sold a 10% interest to Blanket Employee Trust Services (Private) Limited (“BETS”)
for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine
Employee Trust (“Employee Trust”) with Blanket Mine’s employees holding participation units in the Employee
Trust; and
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donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (“Community
Trust”). In addition, Blanket Mine paid a non-refundable donation of $1 million to the Community Trust.
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Following completion of the underlying subscription agreements,
advances were made to NIEEF and the Community Trust against their rights to receive dividends declared by Blanket Mine on their
shareholdings as follows:
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a $1.8 million payment to NIEEF on or about June 21, 2012;
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a $2 million payment to the Community Trust on or before September 30, 2012;
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a $1 million payment to the Community Trust on or before February 28, 2013; and
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a $1 million payment to the Community Trust on or before April 30, 2013.
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Advances made to NIEEF as an advanced dividend loan were settled
through dividend repayments in 2014. Refer to note 6 of the Consolidated Financial Statements for the outstanding balance of the
advanced dividend loan with the Community Trust.
The Group facilitated the vendor funding of these transactions and
the advanced dividend loans which are repaid by way of dividends from Blanket Mine. 100% of dividends declared by Blanket Mine
as payable to the Community Trust were used to repay its advanced dividend loan although Blanket has recently agreed that from
the beginning of 2020 80% of dividends declared by Blanket Mine will be used to repay such loan and the remaining 20% will unconditionally
accrue to the Community Trust, which is the same arrangement that applies to the other indigenous shareholders. The timing of the
repayment of the loans depends on the future financial performance of Blanket Mine and the extent of future dividends declared
by Blanket Mine. Subsequent to the indigenization transactions the facilitation loans relating to the Group were transferred as
a dividend in specie to the Company.
On June 23, 2017, the Group, Blanket Mine and the indigenous shareholders
of Blanket Mine reached agreement to change the interest terms of the facilitation and advanced dividend loan agreements. The agreements
changed the interest rate from the previously agreed 12-month LIBOR + 10% to the lower of a fixed 7.25% per annum, payable quarterly
or 80% of the Blanket Mine dividend in the quarter. The modification was considered beneficial to the indigenous shareholders and
gave rise to an equity-settled share-based expense of $806,000 on June 23, 2017 when all parties reached agreement to modify the
interest charged. It was agreed that the interest change was to be applied to the facilitation and advanced dividend loan balances
from January 1, 2017.
Pronouncements from the Zimbabwe Government following the appointment
of the new President in late 2017 declared a relaxation in the indigenization policy which, amongst other things, included the
removal of an indigenization requirement for gold mining companies. These pronouncements were passed into law in March 2018. In
light of the changed legislation, on November 6, 2018, the Company announced that it had entered into a sale agreement with Fremiro
to purchase Femiro’s 15% shareholding in Blanket for a gross consideration of $16.667 million to be settled through a combination
of the cancellation of the loan between the two entities (which stood at $11.467 million as at June 30, 2018) and the issue of
727,266 new shares in Caledonia at an issue price of $7.15 per share. On completion of the transaction on January 20, 2020, Caledonia
owned 64% in Blanket and Fremiro held approximately 6.3% of Caledonia’s shares.
On February 27, 2020, the Company, Blanket Mine and the indigenous
shareholders of Blanket Mine reached an agreement to change the repayment terms of the advance dividend loan to the Community Trust.
The amendment allows that 20% of the Community Trust’s share of the Blanket dividend accrues to it on declaration of the
dividend and that the remaining 80% be applied to the advance dividend loan from February 27, 2020. The modification was not considered
beneficial to the other indigenous shareholders.
Capital Investment
The main capital development project is the central shaft at the
Blanket Mine (“Central Shaft”) which will allow for three new production levels below the current operations;
a fourth level is intended to be added in due course via a decline construction. Shaft sinking commenced in early 2015 and the
shaft reached its target depth of 1,204 metres (approx. 4,000 feet) in July 2019. The Central Shaft was fully equipped by the end
of 2020 and the production headgear was erected in January 2021. The shaft will be fully commissioned by the end of the first quarter
of 2021. Production can increase after the Central Shaft has been commissioned. Production guidance for 2021 is a range of 61,000
to 67,000 ounces; guidance from 2022 onwards is 80,000 ounces – 38% higher than the production in 2020.
Work on underground development was hampered by the unstable electricity
supply which has caused frequent power interruptions and by systemic power outages due to the general lack of electricity in Zimbabwe.
In November 2019 further diesel generators were installed so that work at Central shaft can continue uninterrupted throughout any
interruptions to the electricity supply from the grid.
In addition to the Central shaft, work continued on decline developments
at the AR South, AR Main and Eroica ore bodies, preparations commenced for a further decline at the Blanket orebody and work continued
on haulages on the 870m level. In total 554 meters (last quarter of 2019: 417 meters) of development were achieved in the last
quarter of 2020.
In 2019 Caledonia initiated a tender process to identify parties
to make proposals for a solar project that would reduce Blanket’s reliance on grid and generator power. After careful consideration,
Caledonia’s board approved the construction of a 12MWac solar plant at a construction cost of approximately $12 million to
be owned within the Group. Total cost related to the project is expected to amount to approximately $14.1 million and further include
costs of obtaining licences, advisors to raise the equity, negotiate contracts and design the plant. The plant is expected to provide
all of Blanket’s minimum electricity demand during daylight hours; Blanket will continue to rely on the grid and generators
to provide additional power during daylight hours and at night. It is estimated that the solar plant will provide approximately
27% of Blanket’s total daily electricity requirement. Battery power is currently too expensive to justify their use to augment
the solar project, but the Company will continue to monitor this situation as battery technology develops. The Company will also
evaluate a further phase for the solar project to provide Blanket’s peak demand during daylight hours, but this will require
an agreement between the Company and the Zimbabwe authorities regarding the treatment of power that will be generated by a second
phase that is surplus to Blanket’s requirements.
The Company investigated the possibility of raising non-recourse
debt to fund all or part of the proposed project but such funding was not available. Accordingly, the Company raised $13 million
(before commission and expenses) through the sale of 597,963 shares at an average price of $21.74 per share.
The status of the project is as follows:
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the 40-hectare site for the project has been cleared and fenced and is ready for civil work to
commence;
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Caledonia has obtained the necessary licences and permits for the project;
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On October 7, 2020 the Company announced it had appointed Voltalia, an international renewable
energy provider, as contractor for the project;
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Caledonia and Voltalia have entered into an EPC contract; procurement
and construction are expected to begin immediately with current indicated commissioning for the 12MWac solar plant in the first
quarter of 2022.
Total cash capital expenditure increased to $27,840,000 (2019:
$20,240,000; 2018: $20,192,000). Significant projects on which capital expenditures were incurred in 2020 included:
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Central shaft – $10.6 million
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Capital development - $5 million
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Sustainable mechanical engineering capex - $4.1 million
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Drill rigs - $1.2 million
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Ballmill & metallurgical plant upgrades - $1.1m
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Autotap transformers - $400 000
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Solar plant - $372,000
Capital projects and expenditures are further analyzed under Item
4.B Mining Operations and notes 17 and 18 of the Consolidated Financial Statements.
Glen Hume
In December 2020 Caledonia announced it had entered into an option
agreement which gives the Company the exclusive right to explore the Glen Hume property, an area of approximately 350 hectares
with substantial evidence of gold mineralisation including historical mining activity, for a period of up to 15 months. Refer to
note 18 of the Consolidated Financial Statements for detailed information regarding the agreement.
Caledonia has conducted airborne geophysics which indicates attractive
exploration targets and has also conducted preliminary metallurgical work indicating favourable grade and recovery. A preliminary
contract has been signed with the existing drilling contractor and a drill programme has commenced with 1,012.6 metres of reverse
circulation drilling completed. Diamond drilling commenced in January 2021. The necessary quality assurance and control protocols
have been implemented, laboratory services procured and samples submitted for assay.
Connemara North
In December 2020 Caledonia announced
it had entered into an option agreement which gives the Company the exclusive right to explore the Connemara North property. Refer
to note 18 of the Consolidated Financial Statements for more detail on the agreement.
Connemara North is the northern section of the currently closed
Connemara mine which was previously owned by First Quantum Minerals (“First Quantum”); it was placed on care and maintenance
in 2001 and subsequently disposed of in 2003. It has not been commercially mined since this time but before being placed on care
and maintenance the Connemara mine produced approximately 20,000 ounces of gold per annum from an open pit heap leach operation.
Previous public disclosures made by First Quantum in 2001 indicated that they had plans to expand the existing open pit operations
at Connemara mine, when gold prices were approximately $300/oz.
At this stage it is not possible for Caledonia to verify any of
the work performed by previous owners or to ascertain what proportion of any purported resource lay within the boundaries of the
Connemara North property over which Caledonia has secured the option. The property is approximately 30km from Glen Hume with
good road access between them offering the potential of operating synergies should Caledonia decide to develop both areas.
Eagle Vulture, Mascot and Penzance held for sale
Farvic Consolidated Mines (Pvt) Ltd (“Farvic”) requested
permission from the Company to perform drilling on the Eagle Vulture, Mascot and Penzance orebodies to obtain an understanding
of the technical feasibility and commercial viability of Eagle Vulture, Mascot and Penzance in 2019. Farvic later expressed their
interest in buying the claims over Eagle Vulture, Mascot and Penzance in late 2020. Management evaluated the proposition and a
price was determined in November of 2020. On February 24, 2021 Farvic and the Group concluded the sale contract at $500,000 and
Blanket relinquished all rights to the properties. Refer to note 21.1 of the Consolidated Financial Statements for more detail
on the sale of the exploration properties.
Eersteling Gold Mining Company Limited
On May 31, 2018 the Group entered into an amended share sale agreement
with SH Mineral Investments Proprietary Limited (“SH Minerals”) to sell the shares and claims of Eersteling
Gold Mining Company Limited (“Eersteling”), a South African subsidiary previously consolidated as part of the
Group, that has been on care and maintenance since 1997. The amended share sale agreement allowed for a purchase price of $3 million
which would be settled by three payments of $1 million payable on the completion date, 12 and 18 months after the completion date.
On January 31, 2019 all conditions for the sale were met and the Group transferred the registered and beneficial ownership of Eersteling
to SH Minerals. During 2020, the ZAR equivalent of approximately $0.9 million (2019: $1 million) was received and the ZAR equivalent
of approximately $0.34 millionwas received post year-end as payment towards the outstanding instalment of the purchase price with
the remainder of that instalment expected to be received shortly.
Available Information
The SEC maintains an internet site (http://www.sec.gov) that contains
report, proxy and information statements and other information regarding issuers that file electronically with the SEC. Such information
can also be found on the Company’s website (http://www.caledoniamining.com).
Description of Our Business
Caledonia’s primary focus is the operation of a gold mine
and the exploration and development of mineral properties for precious metals. Caledonia’s activities are focused on Blanket
Mine in Zimbabwe. The Company’s business during the last three completed fiscal years has been focused primarily on increasing
production to 80,000 oz. of gold by 2022 through its investment plan.
Total gold production at Blanket Mine
for 2020 was 57,899 oz. (2019: 55,182 oz.; 2018: 54,511 oz.). 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. Gold producers compete globally based on their operating and capital costs. Certain
gold producers benefit from their ability to produce other minerals in commercial quantities as by-products. Caledonia derives
approximately 0.1% of its revenues from silver, which is insignificant. 100% of Blanket’s revenues over the last three years
was derived from its operations in Zimbabwe.
Blanket Mine’s available reserves are disclosed under Item
4.D under the subheading of “Mineral Reserve Calculations”.
Mining Operations
On November 3, 2014 Caledonia announced the investment plan and
production projections for the Blanket Mine. The objectives of the investment plan are to improve the underground infrastructure
and logistics to allow efficient and sustainable production build-up.
In January 2020, Ms. Janet Hobkirk joined the Group as Group Mineral
Resource Manager. Ms. Hobkirk will be responsible for driving exploration activities both at Blanket, Glen Hume, Connemara North
and for any new properties that are under investigation by the Group.
Caledonia’s exploration activities are focused on the growth
and development of Blanket Mine and on two new exploration properties in respect of which Caledonia acquired purchase options during
the last quarter of 2020.
There was no deep exploration drilling in the fourth quarter of
2020 as all the available drilling sites had been drilled out in accordance with the annual budget. Deep level exploration drilling
will re-commence after the Central Shaft and the related development has been completed to provide access to new drilling positions.
Exploration at Blanket’s portfolio of satellite properties
has been suspended since 2016 so that resources could be re-deployed at Blanket. Since then, the Company has evaluated other investment
opportunities in Zimbabwe and has concluded that the satellite properties other than GG are unattractive due to their relatively
small size, low grade, limited exploration potential, operating complexity and metallurgical incompatibility with the existing
Blanket plant. Accordingly, Blanket has entered into an agreement with Farvic to sell the claims over Mascot, Eagle Vulture and
Penzance properties for a cash consideration of $500,000. This transaction entails an impairment of the carrying value of these
assets of $2,930,000 which is classified as “Other expense” in the Statement of Profit of Loss and Other Comprehensive
Income and is a non-cash item.
The GG satellite property remains on care and maintenance. Limited
surface drilling was undertaken in the quarter to test for parallel zones to the south of the existing mineralised zone. Preliminary
results are encouraging and drilling continues. The Lima pilot plant, which could be used to process any material from GG, has
recently been upgraded to accommodate 200 tonnes per day.
During the last quarter of 2020, and as noted above, Caledonia acquired
purchase options in respect of two properties, Glen Hume and Connemara North, located in the Gweru mining district in the Zimbabwe
Midlands – an area that has historically produced significant quantities of gold.
Metallurgical Process
Metallurgical plant – Blanket Mine
Average plant recovery was 93.8% for 2020, compared to 93.4% in
2019 (2018: 92.3%).
Recoveries improved following the commissioning of the new oxygen
plant in October 2019 and the commissioning of an upgraded oxygen sparging system in the first quarter of 2020. The new oxygen
plant has also reduced cyanide consumption by approximately 15%. In the last quarter of 2020 work commenced on installing an additional
mill which should increase milling capacity from 75 to 100 tonnes per hour which will be required to achieve target production
of 80,000 ounces per annum.
Safety, Health and Environment
The following safety statistics have been recorded for the year 2019 and the preceding
two years.
Classification
|
2018
|
2019
|
2020
|
Fatal
|
2
|
-
|
-
|
Lost time injury
|
5
|
3
|
6
|
Restricted work activity
|
16
|
17
|
9
|
First aid
|
9
|
-
|
1
|
Medical aid
|
13
|
11
|
12
|
Occupational illness
|
-
|
-
|
-
|
Total
|
45
|
31
|
28
|
Incidents
|
33
|
54
|
59
|
Near misses
|
11
|
22
|
24
|
Disability Injury Frequency Rate
|
0.270
|
0.12
|
0.52
|
Total Injury Frequency Rate
|
1.71
|
1.2
|
0.97
|
Man-hours worked (thousands)
|
5,254
|
5,174
|
5,789
|
In 2018 a training facility (called the Nyanzvi initiative)
was established at Blanket using dedicated facilities and specially trained facilitators. The entire Blanket workforce has participated
in the programme which resulted in the general improvement in safety in the first two quarters of 2020. The Nyanzvi programme was
suspended from late March 2020 due to the need to observe social distancing because of COVID-19 which contributed to the increase
in reportable events in the second half of 2020. Management expects the safety performance will improve when the Nyanzvi initiative
and other safety measures which were suspended due to COVID-19 restrictions are re-instated. Safety training is an ongoing exercise
and it will remain an area of focus for management.
The Group takes the safety of its employees very seriously
and, accordingly, measures have been taken to instill adherence to prescribed safety procedures.
Exchange Controls, Social
Investment and Contribution to the Zimbabwean Economy
Exchange control approvals from the RBZ and the Reserve Bank of
South Africa are required on the flow of funds in and out of Zimbabwe and South Africa. The Company obtained necessary approvals
from both the RBZ and the Reserve Bank of South Africa to transfer foreign currency during the fiscal year 2020.
Additionally, Blanket Mine’s investment in community and social
projects which are not directly related to the operation of the mine or the welfare of Blanket Mine’s employees, the payments
made to the Community Trust in terms of Blanket Mine’s indigenization, and payments of royalties, taxation and other non-taxation
charges to the Zimbabwe government and its agencies are set out in the table below.
Payments to the Community and the Zimbabwe Government
($’000’s)
|
|
Community and Social Investment
|
Payments to GCSOT
|
Payments to Zimbabwe Government
|
Total
|
Year 2018
|
4
|
-
|
10,140
|
10,144
|
Year 2019
|
47
|
-
|
10,357
|
10,404
|
Year 2020
|
1,689
|
184
|
12,526
|
14,399
|
General Comments
Caledonia’s activities are centered on Zimbabwe and occur
year-round. Caledonia is not dependent, to any material extent, on patents, licenses, contracts, specialized equipment or new manufacturing
processes at this time. However, there may be occasions that Caledonia may wish to adopt such patents, licenses, specialized equipment,
etc. if these are economically beneficial to its operations. All mining and exploration activities are conducted under the various
economic, mining and environmental regulations of the country where the operations are being carried out. It is always Caledonia’s
standard that these regulations are complied with by Blanket Mine. Caledonia has not experienced a shortage of availability of
raw materials or significant price volatility.
Refer to the risk factor under Item 3.D “We do business in
countries and jurisdictions outside of the United States where different economic, cultural, regulatory, monetary and political
environments could adversely impact our business, results of operations and financial condition” and note 5(b)(ii) of the
Consolidated Financial Statements where the material effects of government regulations of the Company’s business are disclosed.
Investors should recognize that Blanket’s ability to implement
its investment programme and Caledonia’s ability to sustain its operations outside Zimbabwe and pay future dividends depends,
inter alia, on the ability to externalise cash from Zimbabwe.
C.
|
Organizational Structure
|
The Company has the following organizational structure as at March
29, 2021:
D.
|
Property, Plant and Equipment and Exploration and evaluation assets
|
The Company indirectly owns 64% of the shares of Blanket Mine after
the purchase of Fremiro’s 15% shareholding became effective in January of 2020. The Blanket Mine is fully equipped with all
the necessary plant and equipment to conduct mining operations and the production of gold from the ore mined from the mine.
For a detailed breakdown of the property, plant and equipment and
encumbrances thereon refer to note 17 of the Consolidated Financial Statements. The property, plant and equipment of the Group
is predominantly held in Zimbabwe and the continued implementation of the investment plan is expected to increase the property,
plant and equipment of the Group. Refer to note 18 of the Consolidated Financial Statements for a detailed breakdown on the exploration
and evaluation properties of the Company and encumbrances thereon, as well as Item 4.A. The investment plan is expected to be funded
with existing cash, a term loan, an overdraft facility and cash generated from operating activities. The investment plan is expected
to be completed in 2021.
Refer to Item 4.A “History and Development of the Company”
concerning the sale of Eersteling.
Mining Geology and Exploration Activities
Geology and Mineral Deposit
Zimbabwe’s known gold mineralisation occurs in host rocks
of the Zimbabwe Craton, which is made up of Archaean rocks. The geology of the Craton is characterised by deformed and metamorphosed
rocks which include high-grade metamorphic rocks, gneisses, older granitoids, greenstone belts, intrusive complexes, younger granites
and the Great Dyke. The Chingezi gneiss, Mashaba tonalite and Shabani gneiss form part of a variety of tonalities and gneisses
of varying ages. Three major sequences of slightly younger gold-bearing greenstone belt supracrustal rocks exist:
|
·
|
Older greenstones called the Sebakwian Group, which are mostly metamorphosed to amphibolite facies.
They comprise komatiitic and basaltic volcanic rocks, some banded iron formation (“BIF”), as well as clastic sediments.
|
|
·
|
The Lower Bulawayan Group, which comprises basalts, high-Mg basalts, felsic volcanic rocks and
mixed chemical and clastic sediments. The Lower Bulawayan Group forms the Belingwe (Mberengwa) greenstones.
|
|
·
|
The Upper Bulawayan (upper greenstones) and Shamvaian groups, which comprise a succession of sedimentary
and komatiitic to tholeiitic to calc-alkaline rocks.
|
Three metamorphic belts surround the Zimbabwe Craton:
|
·
|
Archaean Limpopo Mobile Belt to the south;
|
|
·
|
Magondi Mobile Belt on the north-western margin of the Craton; and
|
|
·
|
Zambezi Mobile Belt to the north and northeast of the Zimbabwe Craton.
|
|
|
|
Zimbabwe Craton Relative to Other Cratons
|
Overview of the Project Geology
The Blanket Mine is situated on the north-western limb of the Archaean
Gwanda Greenstone Belt. Several other gold deposits are situated along the same general strike as the mine. Approximately 268 mines
operated in this greenstone belt at one stage; however, the Blanket Mine is one of the few remaining operational mines. At Blanket
Mine, the rock units strike north−south, and generally dip steeply to the west.
Local Property Geology
The local geology consists of the Felsic Unit made up of, largely,
quartz and quartz-sericite schists overlain by the Mafic Unit. The lower zone of the Mafic Unit comprises ultramafics and banded
iron formations which host the orebodies of the Vubachikwe mine, that is located south of Blanket. The upper zone of the Mafic
Unit is made up of massive to pillowed basaltic lavas with intercalations of interflow sediments now showing as cherty argillites
(locally commonly referred to as Black Markers) and this hosts the Blanket complex orebodies. The Blanket orebodies are in an orogenic
setting with hydrothermal mineralization hosted in selected shears of country basaltic metavolcanics. This package is intruded
by a younger and seemingly barren olivine-gabbro sheet. The sequence is capped by an Intermediate Unit comprising andesitic lavas
with amphibole feldspar schists.
The Blanket complex orebodies together with those of the Vubachikwe
complex comprise the north-western Mining Camp, also called the Sabiwa group of mines. Blanket Mine complex is a cluster of deposits
that extend from Jethro in the south, through Blanket, Feudal, AR South, AR Main, Sheet, Eroica and Lima to the north.
Longitudinal Section of Blanket Mine
|
|
Dormant old workings include Sabiwa, Jean, Provost, Redwick, Old
Lima, and Smiler. The latter group of mines form the northern continuation of the Vubachikwe zone and are hosted by BIFs. The mafic
unit which hosts the gold mineralisation is, for the most part, a metabasalt with occasional remnants of pillow basalts. Regionally,
the rock is a fine-grained massive amphibolite with localised shear planes. A low angle transgressive anastomosing shear zone (up
to 500 m wide cutting through the mafic zone) is the locus of the gold ore shoots. The shear zone is characterised by a well-developed
fabric and the presence of biotite. A regional dolerite sill cuts the entire sequence from Vubachikwe through Blanket to Smiler.
The sill does not cause a significant displacement and although it truncates the ore shoots, there is continuity of mineralisation
below the sill. The upper zone comprises massive to pillowed lavas with intercalations of interflow sediments.
|
|
|
Geology of the Project Area
|
The gold deposits are found around a low-angle transgressive shear
zone. A simplified stratigraphic column for the Blanket Mine is shown in the following figure.
Stratigraphic Column
|
|
|
Stratigraphic Column
|
Status of Exploration
The Blanket Mine is a producing operation. Ordinarily, exploration
activities are carried out both on and off the mine. Mine exploration takes place mostly underground on the producing claims and
is aimed at expanding the lateral and depth extension of the known ore bodies which are being mined, as well as searching for potential
additional orebodies. Available exploration platforms have been exhausted underground at Blanket Mine. Once Central Shaft is equipped,
the capacity to establish new exploration platforms will be restored. Near-mine exploration takes place on satellite properties
that are currently non-producing assets, which have the potential to yield new sources of ore and possibly give rise to new mines.
The mine’s exploration title holdings are in the form of 358
registered mining claims and a 2,120 ha mining lease (registered number 40) in the Gwanda Greenstone Belt. These claims include
a small number under option and cover an area of approximately 3,500 ha.
The blocks of claims pegged as follows:
|
·
|
348 are registered as precious metal (gold) blocks covering 2,818ha.; and
|
|
·
|
10 claims were pegged and are registered as base metal (Cu, Ni, As) blocks, covering an area of
721 ha.
|
No underground exploration drilling was budgeted for the year on
Blanket Mine due to the unavailability of drilling platforms, unlike in the previous year when 9,824 metres were drilled. A total
of 1,910.33 metres were drilled on surface at GG Mine and Valentine prospect. Exploration drilling will ramp up on establishment
new drilling platforms.
Mineral Reserve Calculations
Mineral reserve estimates in this Annual Report are reported in
accordance with the requirements of IG 7. Accordingly, as of the date of the Annual Report, all mineral reserves are planned to
be mined out under the life of mine plan within the period of our existing rights to mine, or within the time period of assured
renewal periods of our rights to mine. In addition, as of the date of this Annual Report, all mineral reserves are covered by required
permits and governmental approvals.
Blanket Mine’s mineral reserve estimates are set out in the
table below.
Mineral Reserve Classification
|
Stope Grade
|
Stope Tonnes
|
Gold Content
|
g/t
|
kt
|
kg
|
ounces
|
Proven
|
3.33
|
1,213
|
4,043
|
130,001
|
Probable
|
3.40
|
3,591
|
12,215
|
392,722
|
Total
|
3.38
|
4,804
|
16,259
|
522,723
|
Notes:
1. Tonnages refer to tonnes
delivered to the metallurgical plant.
2. All figures are in metric
tonnes.
3. Mineral Reserve cut-off
of 2.10 g/t applied for Blanket Mine.
4. Cut-off calculated: USD/oz.
= 1,240; Direct Cash Cost (C1) = USD71 /t milled.
5. Tonnage and grade have
been rounded and this may result in minor adding discrepancies.
6. Mineral Reserves are
reported as total Mineral Reserves and are not attributed.
The mineral reserves information is from an internal reserve update
as at July 31, 2018. It is based on Blanket Mine’s life-of-mine plan, applying applicable modifying factors. Refer to the
technical report dated February 13, 2018 entitled “National Instrument 43-101 Technical Report on the Blanket Mine, Gwanda
Area, Zimbabwe (updated February 2018), a copy of which was filed by the Company on SEDAR on March 2, 2018, for key assumptions,
parameters, and methods used to estimate the mineral reserves and risks that could materially affect the potential development
of the mineral reserves. An independently verified NI 43-101 Technical Report is due to be published in Q2 of fiscal 2021 which
shall include revised mineral reserve estimates as at 31 December 2019.
Our mineral reserve figures are estimates, which may not reflect
actual reserves or future production. These figures are prepared in accordance with industry practice, converting mineral deposits
to reserves through the preparation of a mining plan and application of appropriate modifying factors. The mineral reserve estimates
contained herein inherently include a degree of uncertainty and depend to some extent on statistical inferences. Reserve estimates
require revisions based on actual production experience or new information. Should we encounter mineralisation or formations different
from those predicted by past drilling, sampling and similar examinations, mineral reserve estimates may have to be adjusted and
mining plans may have to be altered in a way that might adversely affect our operations. Moreover, if the price of gold declines,
stabilizes at a price that is lower than break-even level, if our production costs increase or recovery rates decrease, it may
become uneconomical to recover mineral reserves with lower grades of mineralisation.
Access to the Property, Power and Water Supply
Access to the Blanket Mine is by an all-weather single lane tarred
road from Gwanda. Gwanda is linked by national highways to Bulawayo, Harare and the Beitbridge Border post. Earlier, Zimbabwe had
good road infrastructure. However, lack of investment over the past ten to fifteen years resulted in its deterioration; substantial
investment is required country-wide. The railway line connecting the Zimbabwean national network to South Africa passes through
Gwanda. An airstrip for light aircraft is located 5 km to the northwest of the town. Blanket power is supplied primarily from ZESA.
Blanket also has a combined 18MVA of installed stand-by diesel generating capacity which is sufficient to allow all mining and
processing activities and shaft-sinking work at the Central Shaft to continue if there are any interruptions to the ZESA supply.
Water to the mine and its township is supplied through the Mtshabezi river, on-mine boreholes and the Gwanda municipality.
Caledonia’s approach to the electricity situation is threefold:
|
i.
|
continue to engage constructively with ZESA with the objective of securing
cheap, reliable and stable power from the grid. This includes agreeing a realistic electricity pricing formula in the context of
the current monetary conditions; assisting ZESA to repair and maintain its equipment and participating in an industry-wide scheme
to import power. On August 9, 2019 Blanket signed a new power supply agreement in terms of which Blanket will receive uninterrupted
power in return for a US Dollar-denominated tariff which, although cheaper than the tariff which prevailed until December 31, 2018,
is still sufficient to allow ZESA to import power so that (subject to the availability of power in neighboring countries) it can
keep its supply commitment to the participants in the scheme. This arrangement has worked reasonably well, although Blanket continues
to experience less severe outages during periods when South Africa’s electricity system has come under pressure;
|
|
ii.
|
utilise Blanket’s standby diesel generating capacity. Blanket has 18MVA
of installed diesel generators which is enough to maintain production and allow work to continue on the Central Shaft. However,
diesel generators are not a long-term solution to the electricity problem: diesel power is expensive and requires large quantities
of diesel which is environmentally damaging and is not always easily available; and
|
|
iii.
|
install a 12MWac solar power plant to supply some of Blanket’s requirements.
|
The status of the project is as follows:
|
·
|
the 40-hectare site for the project has been cleared and fenced and is ready for civil work to
commence;
|
|
·
|
Caledonia has obtained the necessary licences and permits for the project;
|
|
·
|
On October 7, 2020 the Company announced it had appointed Voltalia, an international renewable
energy provider, as contractor for the project;
|
|
·
|
Caledonia and Voltalia have entered into an EPC contract; procurement and construction are expected
to begin imminently with current indicated commissioning for the 12MWac solar plant in the first quarter of 2022.
|
Blanket Claims
Blanket Mine's exploration interests in Zimbabwe include operating
claims (i.e. on-mine), non-operating claims and a portfolio of brownfield exploration projects ("Satellite Prospects").
Blanket Mine operates under a mining lease with registered number
40 issued under the Mines and Minerals Act of 1961 (Chapter 21:05). A copy is exhibited at Exhibit 4.9.
Blanket Mine
also had a number of registered claims, not incorporated under the lease, which include Oqueil, Valentine, Sheet, Mbudzane, Mascot,
Eagle Vulture, Abercorn, Rubicon and others. Mascot, Eagle Vulture and Penzance claims were recently sold, as noted above.
The mine’s claims under the lease cover an area of 2,120 hectares,
and incorporated the claims of Lima, Sheet, Oqueil, Feudal, Sabiwa, Jethro, Harvard and Blanket claims.
Prior Ownership and Ownership
Changes – Blanket Mine
The Blanket Mine is part of the Sabiwa group of mines within the
Gwanda Greenstone Belt from which gold was first extracted in the 19th century. The Blanket Mine is a cluster of mines
extending some 3 km from Jethro in the south through Blanket itself, Feudal, AR South, AR Main, Sheet, and Eroica, to Lima in the
north. Blanket Mine has produced over a million ounces of gold during its lifetime.
Following sporadic artisanal working, the Blanket Mine was acquired
in 1904 by the Matabele Reefs and Estate Company. Mining and metallurgical operations commenced in 1906 and between then and 1911,
128,000 t were mined. From 1912 to 1916 mining was conducted by the Forbes Rhodesia Syndicate who achieved 23,000 t. There are
no reliable records of mining for the period between 1917 and 1941 and it is possible that operations were adversely affected by
political instability during World Wars I and II. In 1941 F.D.A. Payne produced some 214,000 t before selling the property to Falconbridge
in 1964 (Blanket Mine, 2009). Under Falconbridge, production increased to 45 kg per month and the property yielded some 4 Mt of
ore up until September 1993. Kinross Gold Corporation (“Kinross”) then took over the property and constructed
a larger Carbon-in-Leach (“CIL”) plant with a capacity of 3,800 tpd. This was designed to treat both run of
mine (“RoM”) ore and an old tailings dump.
The Blanket Mine is currently 64% indirectly owned and operated
by Caledonia, which initially completed the purchase of the mine from Kinross on 1 April 2006. The Blanket Mine re-started production
in April 2009 after a temporary shut-down due to the economic difficulties in Zimbabwe.
ITEM 4A
- UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM
5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following Operating and Financial Review and Prospects section
is intended to help the reader understand the factors that have affected the Company's financial condition and results of operations
for the historical period covered by the financial statements and management's assessment of factors and trends which are anticipated
to have a material effect on the Company's financial condition and results in future periods. This section is provided as a supplement
to, and should be read in conjunction with, our Consolidated Financial Statements and the other financial information contained
elsewhere in this document. Our Consolidated Financial Statements have been prepared in accordance with IFRS. Our discussion contains
forward-looking information based on current expectations that involve risks and uncertainties, such as our plans, objectives and
intentions. Our actual results may differ from those indicated in such forward-looking statements.
The key drivers of our operating results and principal activities are:
|
●
|
revenue, which is influenced by:
|
|
|
○
|
the price of gold, which fluctuates in terms of the realized USD gold price obtained; and
|
|
|
○
|
our production tonnages and gold content thereof, impacting on the amount of gold we produce at our operation;
|
|
|
|
|
|
●
|
|
our cost of producing gold; and
|
|
|
|
|
|
●
|
|
other significant matters affecting profitability.
|
Revenue
Revenue increased to $100,002,000 in fiscal year 2020 from $75,826,000
in fiscal year 2019 (2018: $68,399,000). Gold produced was 57,899 oz. (2019: 55,182 oz.; 2018: 54,511 oz.). The increase in revenue
was due to an increase in the average realized gold price received to $1,749 per oz. (2019: $1,382 per oz.; 2018: $1,245 per oz.)
and increase in quantity of gold sold (see below).
Gold price
Average realized gold price per ounce is a non-IFRS measures which management believes
assists the stakeholders in understanding the average price obtained for an ounce of gold.
Our revenues are derived from the sale of gold produced by the Blanket
Mine. As a result, our revenues are directly influenced by the average realized gold price obtained from the sale of gold. The
gold prices obtained may fluctuate widely and are influenced by factors beyond the control of the Company. The table below indicates
the average realized gold price per ounce obtained for the 2020, 2019 and 2018 fiscal years.
$’000
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Revenue (IFRS)
|
|
|
68,399
|
|
|
|
75,826
|
|
|
|
100,002
|
|
Revenue from silver sales
|
|
|
(61
|
)
|
|
|
(64
|
)
|
|
|
(86
|
)
|
Revenue from gold sales
|
|
|
68,338
|
|
|
|
75,762
|
|
|
|
99,916
|
|
Gold ounces sold
|
|
|
54,899
|
|
|
|
54,801
|
|
|
|
57,137
|
|
Average realized gold price per ounce
|
|
|
1,245
|
|
|
|
1,382
|
|
|
|
1,749
|
|
Gold produced
Tonnes milled, average grades, recoveries and gold produced are shown in the table below.
Blanket Mine Production Statistics
|
|
Year
|
Tonnes Milled
(t)
|
Gold Head (Feed) Grade
(g/t
Au)
|
Gold Recovery
(%)
|
Gold Produced
(oz.)
|
Quarter 1
|
2018
|
123,628
|
3.48
|
93.4
|
12,924
|
Quarter 2
|
2018
|
132,585
|
3.19
|
92.8
|
12,657
|
Quarter 3
|
2018
|
151,160
|
3.12
|
92.6
|
13,978
|
Quarter 4
|
2018
|
153,540
|
3.27
|
92.8
|
14,952
|
Year
|
2018
|
560,913
|
3.26
|
92.9
|
54,511
|
Quarter 1
|
2019
|
122,389
|
3.26
|
93.4
|
11,948
|
Quarter 2
|
2019
|
136,262
|
3.11
|
93.2
|
12,712
|
Quarter 3
|
2019
|
142,706
|
3.19
|
93.2
|
13,646
|
Quarter 4
|
2019
|
155,389
|
3.61
|
93.8
|
16,876
|
Year
|
2019
|
556,746
|
3.26
|
93.4
|
55,182
|
Quarter 1
|
2020
|
140,922
|
3.35
|
93.8
|
14,233
|
Quarter 2
|
2020
|
143,210
|
3.13
|
93.9
|
13,499
|
Quarter 3
|
2020
|
157,343
|
3.19
|
93.9
|
15,155
|
Quarter 4
|
2020
|
156,487
|
3.19
|
93.5
|
15,012
|
Year
|
2020
|
597,962
|
3.21
|
93.8
|
57,899
|
Ounces produced increased by 4.9% mostly due to the increased
tonnes milled and higher recovery, the effect of which was offset somewhat by a lower grade. Tonnes milled in the year were 7.5%
higher than 2019. Mine production in the first part of 2020 was only slightly adversely affected by measures taken by the Zimbabwe
Government in response to the COVID-19 pandemic. Although Blanket obtained permission to maintain operations during this lockdown,
it was obliged to change its operating procedures to reduce the risk of transmission of the virus amongst its workers. During this
initial lockdown period, Blanket achieved production at approximately 93% of target using its inventories of consumables and spare
parts. The second quarter of 2020 saw an improvement due to exemptions granted to Blanket, and the Zimbabwean mining industry in
general, from the lockdown provisions in Zimbabwe and they were encouraged to resume full operation as quickly as possible.
Blanket’s improved operating performance resulted in a record
level of production in 2020 which, in conjunction with a stronger gold price, resulted in an improvement in gross profit.
Production cost
Production cost includes salaries and wages, on mine administration,
consumable materials and electricity and other related costs incurred in the production of gold. Production cost for 2020, 2019
and 2018 is summarized below.
$ ‘000
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Salaries and wages
|
|
|
13,160
|
|
|
|
13,905
|
|
|
|
16,122
|
|
Consumable materials – Operations
|
|
|
12,143
|
|
|
|
13,020
|
|
|
|
14,938
|
|
Consumable materials – COVID-19
|
|
|
–
|
|
|
|
–
|
|
|
|
824
|
|
Electricity costs
|
|
|
9,313
|
|
|
|
6,383
|
|
|
|
8,312
|
|
Site restoration
|
|
|
84
|
|
|
|
–
|
|
|
|
–
|
|
Safety
|
|
|
592
|
|
|
|
525
|
|
|
|
708
|
|
Cash-settled share-based expense (note 30.1(a))
|
|
|
43
|
|
|
|
107
|
|
|
|
634
|
|
On mine administration
|
|
|
3,569
|
|
|
|
2,159
|
|
|
|
1,800
|
|
Pre-feasibility exploration costs
|
|
|
411
|
|
|
|
301
|
|
|
|
373
|
|
|
|
|
39,315
|
|
|
|
36,400
|
|
|
|
43,711
|
|
On-mine cost, all-in sustaining cost (“AISC”) and all-in cost per ounce
On-mine cost, AISC and all-in cost per ounce are non-IFRS cost measures
which managements believes assist the stakeholders in understanding the cost structures of the Company. The table below reconciles
production cost as stated in terms of IFRS to these cost measures.
A narrow focus on the direct costs of production (mainly labour,
electricity and consumables) does not fully reflect the total cost of gold production. Accordingly, cost per ounce data for the
fiscal year and previous fiscal years has been prepared in accordance with the Guidance Note issued by the World Gold Council on
June 23, 2013 and is set out in the table below on the following bases:
|
i.
|
On-mine cost per ounce, which shows the on-mine costs of producing an ounce of gold and includes
direct labour, electricity, consumables and other costs that are incurred at the mine including insurance, security and on-mine
administration;
|
|
|
|
|
ii.
|
All-in sustaining cost (“AISC”) per ounce, which shows the on-mine cost per ounce plus royalty paid,
additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg, London and Jersey), costs associated
with maintaining the operating infrastructure and reserve base that are required to maintain production at the current levels
(sustaining capital investment), the share-based expense (or credit) arising from the long-term incentive plan awards (the
“LTIPs”) less silver by-product revenue. The all-in sustaining cost also includes as a credit (i.e. as a deduction
from costs) any revenue from the gold support price (or its predecessor); and
|
|
|
|
|
iii.
|
All-in cost per ounce, which shows AISC per ounce plus the additional costs associated with activities that are
undertaken to increase production (expansion capital investment).
|
($’000’s unless otherwise indicated)
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Production cost (IFRS)
|
|
|
39,315
|
|
|
|
36,400
|
|
|
|
43,711
|
|
Less exploration and site restoration costs
|
|
|
(1,003
|
)
|
|
|
(826
|
)
|
|
|
(708
|
)
|
Cash-settled share-based payment expense - allocated to production cost
|
|
|
(43
|
)
|
|
|
(107
|
)
|
|
|
(634
|
)
|
COVID-19 expenses included in operating cost
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,038
|
)
|
Other cost
|
|
|
(395
|
)
|
|
|
212
|
|
|
|
1,201
|
|
On-mine production cost
|
|
|
37,874
|
|
|
|
35,679
|
|
|
|
42,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold sales (oz.)
|
|
|
54,899
|
|
|
|
54,801
|
|
|
|
57,137
|
|
On-mine cost per ounce ($/oz.)
|
|
|
690
|
|
|
|
651
|
|
|
|
744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty
|
|
|
3,426
|
|
|
|
3,854
|
|
|
|
5,007
|
|
ECI
|
|
|
(6,482
|
)
|
|
|
(1,930
|
)
|
|
|
(4,695
|
)
|
Exploration, remediation and permitting cost
|
|
|
305
|
|
|
|
416
|
|
|
|
468
|
|
Sustaining capital development
|
|
|
2,154
|
|
|
|
565
|
|
|
|
760
|
|
Administrative expenses
|
|
|
6,465
|
|
|
|
5,637
|
|
|
|
7,997
|
|
Silver by-product credit
|
|
|
(61
|
)
|
|
|
(64
|
)
|
|
|
(86
|
)
|
Cash-settled share-based payment expense
|
|
|
315
|
|
|
|
689
|
|
|
|
1,413
|
|
Cash-settled share-based payments expense - allocated to production cost
|
|
|
43
|
|
|
|
107
|
|
|
|
634
|
|
All in sustaining cost
|
|
|
44,039
|
|
|
|
44,953
|
|
|
|
54,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold sales (oz.)
|
|
|
54,899
|
|
|
|
54,801
|
|
|
|
57,137
|
|
AISC per ounce ($/oz.)
|
|
|
802
|
|
|
|
820
|
|
|
|
946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Solar expenses
|
|
|
-
|
|
|
|
160
|
|
|
|
230
|
|
COVID-19 donations
|
|
|
-
|
|
|
|
-
|
|
|
|
1,322
|
|
COVID-19 expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
1,038
|
|
Permitting and exploration expenses
|
|
|
132
|
|
|
|
132
|
|
|
|
373
|
|
Non-sustaining capital expenses
|
|
|
17,760
|
|
|
|
20,030
|
|
|
|
24,018
|
|
Total all in cost
|
|
|
61,719
|
|
|
|
65,275
|
|
|
|
81,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold sales (oz.)
|
|
|
54,899
|
|
|
|
54,801
|
|
|
|
57,137
|
|
All-in cost per ounce ($/oz.)
|
|
|
1,124
|
|
|
|
1,191
|
|
|
|
1,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On-Mine cost
On-mine cost comprises labour, electricity, consumables and other
costs such as security and insurance. Production costs are detailed in note 9 to the Consolidated Financial Statements. The on-mine
cost per ounce of gold sold increased by 14% compared to 2019 due to the lower grade and was adversely affected by increased maintenance
costs for the underground trackless equipment. To reduce capital costs, the fleet largely comprised refurbished, second-hand equipment
which requires more maintenance. Due to travel restrictions relating to the COVID-19 pandemic, the Johannesburg-based contractor
who was engaged to supervise and optimise the maintenance schedule was unable to travel to Blanket. The maintenance programme has
been re-instated and the fleet is being replaced with new equipment. The on-mine cost per ounce of gold sold in the last quarter
of 2020 excludes the costs relating to 1,585 ounces of work in progress which was sold immediately after the end of the quarter.
On mine costs include certain costs that are beyond the control
of management which include costs relating to COVID-19 (e.g. items of PPE, sanitisers etc); the cost of running diesel generators
due to the instability of the grid electricity supply, cash settled share based expenses for employees at the mine (which expense
is largely determined by the performance of the Company’s share price) and pre-feasibility exploration costs.
All-in sustaining cost
All-in sustaining cost for the year was 15% higher than 2019. The
increase was due to the higher on-mine cost per ounce as discussed above and the cost of increased insurance cover for directors
and officers and increased wages and salaries. Refer below and to note 13 of the Consolidated Financial Statements for details
on administrative expenses.
All-in cost
All-in cost includes investment in expansion projects which remained at a high level
due to the continued investment at Blanket.
Other significant matters affecting profitability
Foreign exchange gains
On October 1, 2018 the RBZ issued a directive to Zimbabwean banks
to separate foreign currency from RTGS$ on the accounts held by their clients and pegged the RTGS$ at 1:1 to the US Dollar. On
February 20, 2019 the RBZ issued a further monetary policy statement, which allowed inter-bank trading between RTGS$ and foreign
currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 81.79 to 1 US Dollar as at December 31, 2020
(2019: 16.77 RTGS$). Throughout these announcements and to the date of issue of the Consolidated Financial Statements the US Dollar
has remained the primary currency in which the Group’s Zimbabwean entities operate and the functional currency of these entities.
Previously there was uncertainty as to what currency would be used
to settle amounts owed to the Zimbabwe Government. S.I. 142 clarified the Zimbabwean Government’s intentions that these liabilities
were always denominated in RTGS$ and that RTGS$ would be the currency in which they would be settled. The devaluation of the deferred
tax and electricity liabilities contributed the largest portion of the foreign exchange gain set out below. Further, the Company
participated in the foreign currency auction introduced by the Zimbabwean Government to exchange RTGS$ for US Dollars during 2021
and accordingly obtained allotments from the RBZ.
The table below illustrates the effect that the weakening of the
RTGS$ and other non-RTGS$ currencies had, against the US Dollar, on the statement of profit or loss and other comprehensive income.
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Foreign exchange (loss)/gain
|
|
|
230
|
|
|
|
31,411
|
|
|
|
8,367
|
|
Realised foreign exchange (loss)
|
|
|
(7
|
)
|
|
|
(1,750
|
)
|
|
|
(4,062
|
)
|
Net foreign exchange (loss)/gain
|
|
|
223
|
|
|
|
29,661
|
|
|
|
4,305
|
|
Administrative expenses
Administrative expenses increased by 42% from the previous year,
principally due to increased professional and advisory fees, higher wages and salaries and an increased cost of insurance cover
for directors and officers. Increases in these areas were offset somewhat by lower travel and investor relations costs due to restrictions
on travel resulting from the COVID-19 pandemic.
Professional and advisory fees were $496 higher in the year compared
to 2019. The increase was due to, inter alia:
|
·
|
Costs of evaluating potential investment opportunities, which culminated in the conclusion of option
agreements over two exploration opportunities (Connemara and Glen Hume);
|
|
·
|
Costs associated with the Company’s voluntary de-listing of its shares from the TSX. Since
the de-listing the liquidity of the Company’s shares on the NYSE American has increased substantially compared to the combined
liquidity on NYSE American and TSX before the de-listing;
|
|
·
|
Costs of preparing documentation which culminated in the raising of $13m (before fees and expenses)
by the issue of new shares; and
|
|
·
|
Costs relating to the proposed solar project prior to the board decision to proceed.
|
Wages and salaries increased by $1,035 in the year compared to 2019.
The increase was due to an increase in personnel in the areas of geology, rock mechanics and investor relations, and incentive
payments to senior management to reflect the improved financial and operating performance in the year and the near completion of
the Central Shaft.
The cost of directors and officers insurance cover increased from
$86 in 2019 to $1,032. This considerable increase was explained to the Company as being due to several factors including a hardening
of market conditions for directors and officers insurance, the exiting of the market by many insurance companies who are unwilling
to write new lines of directors and officers insurance, anxieties due to the anticipated negative effects of the COVID-19 pandemic
and a changing appetite of insurance companies towards taking on mining risks and in particular mining companies whose shares are
traded in the United States (where derivative actions are more common).
Administrative expenses are further analyzed in note 14 of the Consolidated
Financial Statements.
Other expenses
Other expenses increased by 698% in 2020 compared to 2019. The substantial
increase is mostly due to donations of $1,322 in the year to the local community to assist its efforts to address the COVID-19
pandemic and an expense of $2,930 arising on the impairment of the Mascot, Eagle Vulture and Penzance exploration assets that have
been sold. Other expenses are detailed in note 13 to the Consolidated Financial Statements.
Government grant – Gold sale export credit incentive
From May 2016 the RBZ announced an export credit incentive (“ECI”)
on the gold proceeds received for all largescale gold producers. On January 1, 2018 the ECI decreased from 3.5% to 2.5%, on February
1, 2018 increased to 10% and on March 10, 2020 increased to 25%. All incentives granted by the Zimbabwean Government were included
in other income when determined receivable. All receipts were received in Blanket Mine’s RTGS$ account. The ECI was cancelled
after June 26, 2020. Refer to note 10 of the Consolidated Financial Statements for amounts received.
Gold hedge
The Company entered into a hedge in November 2019 for economic hedging
purposes to ensure sufficient cash availability for Blanket Mine’s capital investment plan, rather than as a speculative
investment. Refer to note 23 of the Consolidated Financial Statements for more information on the gold hedge.
Gold ETF
In April 2020 the South African subsidiary, Caledonia Mining South
Africa Proprietary Limited, purchased a Gold ETF through Standard Bank Limited utilised to invest excess short-term Rands on hand
at the South African subsidiary. Refer to note 23 of the Consolidated Financial Statements for more information on the Gold ETF.
Share-based payment awards
Certain management and employees within the Group are granted Restricted
Share Units (“RSUs”) and Performance Units (”PUs”) pursuant to provisions of the 2015 Omnibus Equity Incentive
Compensation Plan (“OEICP”). All RSUs and PUs were granted and approved at the discretion of the Compensation Committee
of the Board of Directors.
RSUs vest three years after grant date given that the service condition
of the relevant employees have been fulfilled. The value of the vested RSUs is the number of RSUs vested (which includes dividend
reinvestments into further RSUs) multiplied by the fair market value of the Company’s shares, as specified by the OEICP,
on the date of settlement.
PUs have a performance condition based on gold production and a
performance period of three years, with most unitholders’ PUs vesting in equal tranches over each of the three years (whereas
senior executives’ PUs all vest on the third anniversary). The number of PUs that vest will be the relevant PUs multiplied
by the performance multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations
on the date of the award.
RSU holders are entitled to receive dividends over the vesting period.
Such dividends will be reinvested in additional RSUs at the then applicable share price. PUs have rights to dividends only after
they have vested.
RSUs and PUs allow for settlement of the vesting date value in cash
or shares issuable at fair market value or a combination of both at the discretion of the unitholder.
Refer to note 30.1 of the Consolidated Financial Statements for
more information on the share-based payment awards.
During 2019 and 2020 an aggregate of 279,889 PUs and 17,585
RSUs were awarded to executives as well as to certain senior management and certain employees within the companies in the Group.
On January 11, 2021, 78,883 PUs were granted to certain employees within the Group. An example of the award agreements are disclosed
as Exhibits 4.6, 4.7 and 4.8. Refer to note 30.1(a) of the Consolidated Financial Statement for a further analysis of cash-settled
share-based payments granted.
Caledonia Mining South Africa employee incentive scheme
From July 2017, Caledonia Mining South Africa Proprietary Limited
granted 52,282 awards respectively to certain of its employees that entitle them to a cash pay-out at the Company’s share
price on November 30 each year over a 3-year period from the grant date. Refer to note 30.1(b) of the Consolidated Financial Statements
for more information on the awards.
Adjusted earnings per share
“Adjusted earnings per share” is a Non-IFRS Measure
which management believes assists investors in understanding the Company’s cash-based performance of core business activities.
The table below reconciles “adjusted earnings per share” to the Profit/Loss attributable to Owners of the Company shown
in the Consolidated Financial Statements which have been prepared under IFRS and adjusts for deferred tax and non-core business
activities.
Reconciliation of Adjusted Earnings per Share (“Adjusted EPS”) to IFRS Profit Attributable to Owners of the Company
($’000’s unless otherwise indicated)
|
|
|
|
|
|
|
|
|
|
|
*2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Profit for the year (IFRS)
|
|
|
13,756
|
|
|
|
50,401
|
|
|
|
25,257
|
|
Profit for the year attributable to non-controlling interests
|
|
|
(2,990
|
)
|
|
|
(8,383
|
)
|
|
|
(4,477
|
)
|
Profit attributable to owners of the Company
|
|
|
10,766
|
|
|
|
42,018
|
|
|
|
20,780
|
|
Blanket Mine Employee Trust adjustment
|
|
|
(280
|
)
|
|
|
(986
|
)
|
|
|
(485
|
)
|
Earnings (IFRS)
|
|
|
10,486
|
|
|
|
41,032
|
|
|
|
20,295
|
|
Weighted average shares in issue
|
|
|
10,603
|
|
|
|
10,742
|
|
|
|
11,704
|
|
IFRS EPS (cents)
|
|
|
99
|
|
|
|
382
|
|
|
|
173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add back/(deduct) amounts in respect of foreign exchange gains and losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Realised net foreign exchange losses
|
|
|
5
|
|
|
|
1,648
|
|
|
|
4,062
|
|
- less tax
|
|
|
(1
|
)
|
|
|
(414
|
)
|
|
|
(1,006
|
)
|
- less non-controlling interest
|
|
|
(1
|
)
|
|
|
(198
|
)
|
|
|
(383
|
)
|
Unrealized net foreign exchange losses/(gains)
|
|
|
(230
|
)
|
|
|
(31,309
|
)
|
|
|
(8,369
|
)
|
- less tax
|
|
|
55
|
|
|
|
519
|
|
|
|
2,158
|
|
- less non-controlling interest
|
|
|
16
|
|
|
|
5,000
|
|
|
|
836
|
|
Adjusted IFRS profit excl. foreign exchange
|
|
|
10,330
|
|
|
|
16,278
|
|
|
|
17,593
|
|
Weighted average shares in issue
|
|
|
10,603
|
|
|
|
10,742
|
|
|
|
11,704
|
|
Adjusted IFRS EPS excl foreign exchange (cents)
|
|
|
97
|
|
|
|
152
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add back/(deduct) amounts in respect of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reversal of Blanket Mine Employee Trust adjustment
|
|
|
280
|
|
|
|
986
|
|
|
|
485
|
|
Impairment of E&E assets
|
|
|
-
|
|
|
|
-
|
|
|
|
2,930
|
|
Deferred tax
|
|
|
3,607
|
|
|
|
2,460
|
|
|
|
3,523
|
|
Deferred tax net of non-controlling interest
|
|
|
(601
|
)
|
|
|
(477
|
)
|
|
|
(900
|
)
|
Hedge loss
|
|
|
360
|
|
|
|
601
|
|
|
|
266
|
|
Equity-settled share-based expense
|
|
|
14
|
|
|
|
-
|
|
|
|
-
|
|
Profit on sale of subsidiary
|
|
|
-
|
|
|
|
(4,409
|
)
|
|
|
-
|
|
Adjusted profit
|
|
|
13,990
|
|
|
|
15,439
|
|
|
|
23,897
|
|
Weighted average shares in issue (m)
|
|
|
10,603
|
|
|
|
10,742
|
|
|
|
11,704
|
|
Adjusted EPS (cents)
|
|
|
132
|
|
|
|
144
|
|
|
|
204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*Restated period and numbers for the reversal
of realised foreign exchange and the reversal of Blanket Mine Employee Trust adjustment.
|
|
B.
|
Liquidity and Capital Resources
|
Cash and cash equivalents
$’000
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Bank balances
|
|
|
11,187
|
|
|
|
9,383
|
|
|
|
19,092
|
|
Cash and cash equivalents in the statements of financial position
|
|
|
11,187
|
|
|
|
9,383
|
|
|
|
19,092
|
|
Bank overdraft used for cash management purposes
|
|
|
-
|
|
|
|
(409
|
)
|
|
|
-
|
|
Cash and cash equivalents in the statements of cash flows
|
|
|
11,187
|
|
|
|
8,893
|
|
|
|
19,092
|
|
Blanket Mine has arranged unsecured overdraft facilities with the
following banks and terms.
Overdraft facilities
|
|
Denomination RTGS$
|
|
Interest rate
|
Stanbic Bank
|
|
|
15,000,000
|
|
|
|
55
|
%
|
First Capital Bank
|
|
|
10,000,000
|
|
|
|
55
|
%
|
As at year end, Caledonia’s cash was held in the following
jurisdictions:
$’000
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Jersey, Channel Islands
|
|
|
1,954
|
|
|
|
1,146
|
|
|
|
11,243
|
|
United Kingdom
|
|
|
1,311
|
|
|
|
1,735
|
|
|
|
1
|
|
South Africa
|
|
|
2,931
|
|
|
|
2,513
|
|
|
|
2,732
|
|
Zimbabwe (net of overdraft)
|
|
|
4,991
|
|
|
|
3,499
|
|
|
|
5,116
|
|
Total
|
|
|
11,187
|
|
|
|
8,893
|
|
|
|
19,092
|
|
An analysis of the sources and uses of Caledonia’s cash is
set out in the Consolidated Statements of Cash Flows in the Consolidated Financial Statements.
As of December 31, 2020, Caledonia had a working capital surplus
of $34,622,000 (2019: $19,960,000; 2018: $15,970,000). As of December 31, 2020, Caledonia had potential liabilities for rehabilitation
work on Blanket (2020 and prior) – if and when those mines permanently close – at an estimated present value cost of
$3,567,000 (2019: $3,346,000; 2018: $3,309,000). The Company’s objectives when managing capital are to safeguard its ability
to continue as a going concern in order to pursue its mining operations and exploration activities.
The Company’s primary objective with respect to its capital
management is to ensure that it has enough cash resources to maintain its ongoing operations, to provide returns for shareholders,
complete the investment plan and accommodate any asset retirement obligation. Refer to note 33 of the Consolidated Financial Statements
for information on the type of financial instruments used and the maturity profiles thereof. Management believes that the current
working capital and future production cash proceeds will be enough to meet its capital requirements.
Blanket foreign exchange approval requirements
Approval from the RBZ is required for the remittance of dividends
declared from Zimbabwe, for the repayment of loans and advances from Blanket Mine to Caledonia and the repayment of capital and
consumables purchased from Caledonia Mining South Africa Proprietary Limited. During 2020 Caledonia obtained the necessary approvals
from the RBZ to obtain foreign currency to conduct normal business operations.
C.
|
Research and development, patents and licenses, etc.
|
The Company is an exploration, development and mining company and
does not carry on any research and development activities.
Production Guidance
Production for 2020 was 57,899 ounces, which was towards the upper
end of the revised guidance range of 55,000 to 58,000 ounces. Refer to Item 5.A – gold produced for further discussion and
detail of actual production.
Production guidance for 2021 is between 61,000 and 67,000 ounces.
Cost Guidance
The estimated on-mine cost for 2020 was in the range of $693 to
$767 per ounce and the estimated AISC for 2020 was a range of $951 to $1,033 per ounce. The actual on-mine cost per ounce for 2020
was $770 and actual AISC per ounce for 2020 was $1,083 - higher than guidance. Costs were above guidance due to higher on-mine
costs relating to COVID-19 expenses and increased use of diesel generators; and higher administrative costs due to the increased
cost of insurance cover and higher wages and salaries.
On-mine cost guidance for 2021 is in the range of $740 to $815 per
ounce; guidance for AISC is $985 to $1,080 per ounce. The guidance for on-mine cost per ounce is higher than the on-mine cost per
ounce guidance in 2020 due to the increased maintenance costs for the underground trackless equipment. To reduce capital costs,
the fleet largely comprised refurbished, second-hand equipment which requires more maintenance. Due to travel restrictions relating
to the COVID-19 pandemic, the Johannesburg-based contractor who was engaged to supervise and optimise the maintenance schedule
was unable to travel to Blanket. The maintenance programme has been re-instated and the fleet is being replaced with new equipment.
E.
|
Off-Balance Sheet Arrangements
|
There are no off-balance sheet arrangements apart from the facilitation
loans of $19.5 million which are not reflected as loans receivable for IFRS purposes (refer to note 6 of the Consolidated Financial
Statements).
F.
|
Tabular Disclosure of Contractual Obligations
|
As at December 31, 2020, the Company had the following contractual obligations:
Payments due by Period
$’000
|
|
|
Less than
1 year
|
|
|
|
1-3 years
|
|
|
|
4-5 years
|
|
|
|
More than
5 years
|
|
Trade and other payables
|
|
|
8,664
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Term loan facility
|
|
|
408
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Provisions
|
|
|
139
|
|
|
|
793
|
|
|
|
93
|
|
|
|
2,542
|
|
Capital expenditure commitments
|
|
|
2,998
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Lease liabilities
|
|
|
61
|
|
|
|
178
|
|
|
|
-
|
|
|
|
-
|
|
Cash-settled share-based payments
|
|
|
336
|
|
|
|
1,934
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
12,606
|
|
|
|
2,905
|
|
|
|
93
|
|
|
|
2,542
|
|
Except for capital expenditure commitments, the contractual obligations
in the table above are based on the classification requirements under IFRS.
The Company seeks safe harbor for our forward-looking statements contained in Items 5.E
and F. See the heading "Cautionary Note Regarding Forward-Looking Statements" above.
ITEM 6
- DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
A.
|
Directors and Senior Management
|
The following is a list of our current directors and the Group’s
senior management as of March 29, 2021.
Name, Office Held and Municipality of Residence
|
|
Principal Occupations During Past Five Years
|
|
Company position(s) held Since
|
|
Number of Shares Beneficially Owned, Controlled or Directed as of March 29, 2021
|
|
|
|
|
|
|
|
Steven Curtis Chief Executive Officer & Director
Johannesburg, South Africa
|
|
Chief Executive Officer and director over certain subsidiary companies.
|
|
Director since 2008
Chief Executive Officer since 2014
|
|
164,882
|
|
|
|
|
|
|
|
Leigh Wilson
Non-Executive Director & Chairman
Stuart, Florida, USA
|
|
Chairman of the Victory Portfolios
|
|
Director since 2012
|
|
40,000
|
|
|
|
|
|
|
|
Nick Clarke
Non-Executive Director
East Molesey, United Kingdom
|
|
Chairman and former Chief Executive Officer of Central Asia Metals Plc.
|
|
Director since 2019
|
|
Nil
|
|
|
|
|
|
|
|
John Kelly
Non-Executive Director
New Canaan, Connecticut
|
|
Managing Partner of Active Capital Partners LLC (From January 2018)
Independent Trustee, The Victory Funds (From February 2015).
Non-Executive Member of CrossRoad LLC (From May 2009).
Partner, McCarvill Capital Partners (September 2016 to September 2017).
Adviser, Endgate Commodities LLC (January to April 2016).
|
|
Director since 2012
|
|
16,330
|
|
|
|
|
|
|
|
Johan Holtzhausen
Non-Executive Director
Cape Town, South Africa
|
|
Business consultant and Independent Director of DRDGOLD Limited.
|
|
Director since 2013
|
|
19,825
|
|
|
|
|
|
|
|
Dana Roets
Chief Operating Officer
Johannesburg, South Africa
|
|
Chief Operating Officer and director of certain subsidiary companies.
|
|
Chief Operating Officer since 2013
|
|
Nil
|
Mark Learmonth
Chief Financial Officer & Director
Jersey, Channel Islands
|
|
Chief Financial Officer and director of certain subsidiary companies.
|
|
Chief Financial Officer since 2014, Director since 2015 and formerly Vice-President, Business Development since 2008
|
|
139,775
|
|
|
|
|
|
|
|
John McGloin
Non-Executive Director
Bishops Stortford, United Kingdom
|
|
Previous Executive Chairman and Chief Executive Officer of Amara
Mining Plc. Current non-executive director of Perseus Mining Limited, non-executive director of Cornish Metals Inc., non-executive
chairman of Oriole Resources Plc and non-executive director of Amphi Capital Limited.
|
|
Director since 2016
|
|
Nil
|
|
|
|
|
|
|
|
Geralda Wildschutt
Non-Executive Director
Johannesburg, South Africa
|
|
Founder and CEO of Maisha Social Solutions Pty Ltd
Board member of SAICA ED Pty Ltd
Board member of The Hope Factory
Trustee of the Anglo American Namibia Foundation
Sustainability Consultant Gold Fields (2017, 2018)
|
|
Director since 2021
|
|
Nil
|
|
|
|
|
|
|
|
Adam Chester
General Counsel, Company Secretary and Head of Risk and Compliance
Jersey, Channel Islands
|
|
Solicitor of the Supreme Court of England and Wales. Partner at Walkers and advocate of the Royal Court of Jersey.
|
|
General Counsel, Company Secretary and Head of Risk and Compliance since 2017
|
|
25,553
|
|
|
|
|
|
|
|
Caxton Mangezi
General Manager of Blanket Mine
Gwanda, Zimbabwe
|
|
General Manager of Blanket Mine.
|
|
General Manager of Blanket Mine since 1993
|
|
Nil
|
No family relationships exist between any of the Directors or senior
management.
A brief profile of each of the Directors and senior managers is
given below:
Steven Curtis, CA (SA) – Director and Chief Executive
Officer
Mr. Steven Roy Curtis is a Chartered Accountant with over 36 years
of experience and has held a number of senior financial positions in the manufacturing industry. Before joining Caledonia in April
2006, he was Director Finance and Supply Chain for Avery Dennison SA and, prior to this, Financial Director and then Managing Director
of Jackstadt GmbH South African operation. Mr. Curtis is a member of the South African Institute of Chartered Accountants and graduated
from the University of Cape Town.
Mr. Curtis was appointed Vice-President Finance and Chief Financial
Officer in April 2006 and served in the position until Dec 2014 when he was appointed as President and Chief Executive Officer.
Leigh Wilson – Non-Executive Director and Chairman
Mr. Leigh Alan Wilson has been a senior executive in international business and financial services and held positions with Union Bank of Switzerland (Securities) Ltd. in London and with the Paribas Group in Paris and New York where he served as CEO of Paribas North America between 1984 and 1990.
Mr. Wilson has served on
the Board of Trustees of a mutual fund complex managed by Victory Capital Management since 1993. He currently
serves as Independent Chairman of the Board. The mutual fund complex is the largest client of Victory Capital Management
high of Trustees of the mutual fund complex managed by Victory Capital Management, an independent investment management
firm with total assets and advisement as of December 31, 2019 of $61.8 billion.
In March 2006, Mr. Wilson received the Mutual Fund Trustee of the Year Award from Institutional Investor Magazine. Between March 2008 and October 2008, Mr. Wilson was an independent non-executive director of the Company. Mr. Wilson was re-appointed to the Caledonia board as an independent non-executive director in May 2012 and was appointed Chairman in May 2013.
Nick Clarke – Non-Executive Director
Mr. Nick Clarke joined the Company’s board as a Non-Executive
Director on September 23, 2019. Mr. Clarke, who is Chairman of Central Asia Metals PLC (AIM: CAML), is a highly experienced Chartered
Engineer (CEng) with 46 years in the mining industry. He has held senior positions in several resource companies and
is well known as a successful executive in the sector having been involved in the construction of major mining projects and conducted
several fundraisings on AIM and TSX.
He has an extensive background
in managing AIM and TSX listed minerals companies including his current position as Chairman of Central Asia Metals PLC, where
he was CEO from 2009 until 2016. Between 2004 and 2008 he was Managing Director of Oriel Resources plc (AIM: ORI) and from
2006 to 2008 he was President and CEO of Lero Gold Corporation (TSX: LER). Mr. Clarke has significant experience as a non-executive
director of a number of AIM and TSX listed resource companies having previously held non-executive directorships on the boards
of Afcan Mining Corp. (TSX: AFK), Caledon Resources plc (AIM: CDN), Obtala Resources plc (AIM: OBT), Columbus Copper Corp (TSX:
CCU) and Sunkar Resources plc (AIM: SKR).
Mr. Clarke is an Associate of Camborne School of Mines (ACSM). He
is a trustee of the Camborne School of Mines Trust and is a member of the Institution of Materials Minerals & Mining (MIMMM).
John Kelly – Non-Executive Director
Mr. John Lawson Kelly has over 37 years of experience in the financial
services industry in the U.S.A and international markets including emerging markets in Asia. Mr. Kelly is currently Managing Partner
of Active Capital Partners LLC, an Independent Trustee of the Victory Funds and a non-executive Member of CrossRoad LLC.
Within the last five years, Mr. Kelly has also been a partner of McCarvill Capital Partners and adviser to EndGate Commodities
LLC. Mr. Kelly is a graduate of Yale University and the Yale School of Management.
Mr. Kelly was appointed to the Caledonia board as an independent
non-executive director in May 2012.
Johan Holtzhausen – Non-Executive Director
Mr. Johan Andries Holtzhausen is a retired partner of KPMG South
Africa with 42 years of audit experience, of which 36 years were as a partner focused on the mining sector. Mr. Holtzhausen chaired
the Mining Interest Group at KPMG South Africa and his clients included major listed mining companies operating in Africa and elsewhere,
which operated across a broad range of commodities. In addition to his professional qualifications, Mr. Holtzhausen holds a B.Sc.
from the University of Stellenbosch, majoring in chemistry and geology.
Mr. Holtzhausen is chairman of the Finance, Audit and Risk Committees
of Strategic Partners in Tourism and its related party the Tourism Micro Enterprises Support Fund, both of which are not-for-profit
organizations. Until February 28, 2011, Mr. Holtzhausen served as a director of KPMG Inc. and KPMG Services (Pty) Ltd, both of
which are private companies registered in South Africa and which provided audit, taxation and advisory services.
Dana Roets – Chief Operating Officer
Mr. Dana Roets is a qualified Mining Engineer and holds a B.Sc.
Mining Engineering degree from Pretoria University (1986) and an MBA from the University of Cape Town (1995). Mr. Roets is a South
African national with over 25 years of operational and managerial experience in the South African gold and platinum industries.
He started his career with Gold Fields at the St Helena Gold Mine as a graduate trainee and progressed via various operational
roles from being an underground shift boss to become Vice President and Head of Operations at Kloof Gold Mine in January 1999 at
which time Kloof produced over 1,000,000 ounces of gold per annum. More recently, Mr. Roets was the COO at Great Basin Gold which
had gold mining operations in the United States of America and South Africa.
Mark Learmonth – Director and Chief Financial Officer
Mr. John Mark Learmonth joined Caledonia in July 2008. Prior
to this, he was a Division Director of Investment Banking at Macquarie First South in South Africa and has over 17 years of
experience in corporate finance and investment banking, predominantly in the resources sector. Mr. Learmonth graduated from
Oxford University and is a chartered accountant. He is a member of the Executive Committee of the Chamber of Mines, Zimbabwe
and is also a member of the Gold Producers Sub-Committee.
Mr. Learmonth was appointed Vice-President Finance, Chief Financial
Officer of the Company in November 2014. Mr. Learmonth was responsible for Investor Relations and Corporate Development of
the Company until the appointment of Mr. Maurice Mason. Responsibilities for Investor Relations was appointed to Mrs. Camilla
Horsfall in September 2020.
John McGloin – Non-Executive Director
John McGloin is the former Chairman and Chief Executive of Amara
Mining and is currently a non-executive director of Perseus Mining Limited, a non-executive director of Cornish Metals Inc., the
non-executive chairman of Oriole Resources Plc and a non-executive director of Amphi Capital Limited. Mr. McGloin joined Caledonia
in August 2016. He is a geologist and graduate of Camborne School of Mines.
Mr. McGloin worked for many years in Africa within the mining industry
before moving into consultancy. He joined Arbuthnot Banking Group following four years at Evolution Securities as their mining
analyst. He is also the former Head of Mining at Collins Stewart.
Geralda Wildschutt – Non-Executive Director
Geralda has over 25 years’ experience in stakeholder engagement,
corporate social responsibility, community development and social performance across mining, renewable energy, banking and the
social sector. She has worked across Africa, Latin America, Australia and Canada.
In mining, she has been a consultant to Anglo American, Gold Fields,
Ivanhoe Mines and South32 on a range of ESG topics. She has held senior positions at Anglo American, Gold Fields, ABSA/ Barclays
Group and Ashoka: Innovators for the Public. Geralda hold a Masters degree in Psychology from the University of Cape Town, an MBA
from the Business School of the Netherlands and a post-graduate Certificate in Cross-sector Partnerships from Cambridge University.
Adam Chester – General Counsel, Company Secretary
and Head of Risk and Compliance
In January 2017 Mr. Adam Chester joined the management team as General
Counsel, Company Secretary and Head of Risk and Compliance. Mr. Chester is a dual qualified lawyer (England and Jersey, Channel
Islands) and previously worked as a solicitor of the Supreme Court of England and Wales at international law firms in the City
of London and, more recently, as an advocate of the Royal Court of Jersey at an international offshore law firm in which he was
a partner. He has nearly 20 years’ experience advising businesses and individuals on a variety of commercial and corporate
legal issues.
Caxton Mangezi – Generak Manager of Blanket Mines
Mr. Caxton Mangezi is a qualified miner and mine manager. He has
worked at Blanket since 1969 in a range of roles including geological technician, overseer miner and underground manager.
Mr. Mangezi has been General Manager of Blanket Mine since 1993,
with full responsibility for day-to-day operations. Mr. Mangezi also serves as director on certain Zimbabwean subsidiary companies.
Arrangements, Understandings, etc.
Caledonia has no arrangements or understanding with any major shareholders,
customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management.
Compensation
Summary Compensation Table
Name and principal position
|
Year
|
Salary ($)
|
Share-based awards ($)(1)
|
Option-based awards
|
Non-equity incentive plan compensation
($)
|
Pension value
($)
|
All other
compensation
($)
|
Total compensation
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)(2)
|
(i)
|
|
|
|
|
|
Annual incentive plans (1)
|
Long term incentive plans
|
|
|
|
Steven Curtis
Chief Executive Officer
|
2020
2019
2018
|
470,478 459,900
450,000
|
380,477 200,391
80,562
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
235,239 70,000
45,000
|
1,086,194 730,291
575,562
|
Dana Roets
Chief Operating Officer
|
2020
2019
2018
|
445,082 442,602
418,182
|
239,641 128,217
52,678
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
222,541 65,000
41,818
|
907,263 662,292
512,678
|
Mark Learmonth
Chief Financial Officer
|
2020
2019
2018
|
436,373 433,942
410,000
|
231,660 163,350
43,267
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
218,187 65,000
41,000
|
886,220 662,292
494,267
|
Caxton Mangezi
General Manager and Director of the Blanket Mine
|
2020
2019
2018
|
374,817 450,377
358,503
|
294,512 107,050
43,379
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
187,409 63,771
124,518
|
856,738 621,198
526,400
|
Adam Chester
General Counsel, Company Secretary and Head of Risk and Compliance
|
2020
2019
2018
|
286,952 281,744
273,872
|
133,840 73,046
14,936
|
-
-
-
|
-
-
-
|
-
-
-
|
-
-
-
|
38,510 29,773
32,768
|
459,302 384,563
321,576
|
|
(1)
|
OEICP awards (also referred to herein as Long-term incentive
plan or LTIPs) represents the non-cash expense amount as determined by the method described in note 30.1 of the Consolidated Financial
Statements and are, following amendment to allow for settlement in shares as well as or instead of cash, considered to be share-based
awards. Note 30.1(a) of the Consolidated Financial Statements indicates the amount that was issued as equity to Mr. Chester during
2020.
|
|
(2)
|
Bonuses paid to directors and key management (Refer to note
36 of the Consolidated Financial Statements)
|
Non-executive director fees were paid in equal quarterly instalments
in arrears during 2020. From January 1, 2020 to December 31, 2020 the approved non-executive director fees amounted to $63,750
p.a. payable to non-executive directors other than Mr. Nick Clarke who received $67,500 for his services in 2020.
Long term incentive plan
The following key management members were granted RSUs and PUs,
pursuant to the provisions of the OEICP. The outstanding RSUs and PUs as at December 31, 2020 were as follows:
Key management member
|
Vesting date
|
RSUs
|
PUs
|
Steve Curtis
|
2022/01/11
|
-
|
44,309
|
2023/01/11
|
-
|
16,547
|
Dana Roets
|
2022/01/11
|
-
|
27,898
|
2023/01/11
|
-
|
10,436
|
Mark Learmonth
|
2022/01/11
|
-
|
28,287
|
2023/01/11
|
-
|
10,231
|
Caxton Mangezi
|
2022/01/11
|
-
|
23,533
|
2023/01/11
|
17,971
|
8,788
|
Adam Chester
|
2023/01/11
|
-
|
7,103
|
2023/01/11
|
-
|
13,692
|
Total
|
|
17,971
|
210,473
|
For further detail on the RSUs and PUs refer to note 30.1 (a) of
the Consolidated Financial Statements.
Refer to Item 6.E for a breakdown of director equity options outstanding,
these equity options and their grant dates.
Caledonia does not have a pension, retirement or similar benefits
scheme for directors.
The directors all hold their positions for an indefinite term, subject
to re-election at each annual general meeting of the shareholders. The officers hold their positions subject to being removed by
resolution of the board of directors. The term of office of each director expires as of the date that an annual general meeting
of the shareholders is held, subject to the re-election of a director at such annual general meeting. The following persons comprise
the following committees:
Audit
|
Compensation
|
Governance
|
Nomination
|
Disclosure
|
J Holtzhausen
|
L Wilson
|
L Wilson
|
L Wilson
|
M Learmonth
|
J McGloin
|
J Kelly
|
J Kelly
|
J Holtzhausen
|
S Curtis
|
J Kelly
|
J Holtzhausen
|
J McGloin
|
J McGloin
|
D Roets
|
|
|
G Wildschutt
|
N Clarke
|
C Horsfall
|
|
|
|
J Kelly
|
A Chester
|
|
|
|
G Wildschutt
|
|
Technical
|
Strategic Planning
|
|
|
|
J Holtzhausen
|
L Wilson
|
|
|
|
D Roets
|
J Kelly
|
|
|
|
J McGloin
|
S Curtis
|
|
|
|
S Curtis
|
M Learmonth
|
|
|
|
N Clarke
|
D Roets
|
|
|
|
|
J McGloin
|
|
|
|
|
J Holtzhausen
|
|
|
|
|
M Mason
|
|
|
|
|
N Clarke
|
|
|
|
|
G Wildschutt
|
|
|
|
Terms of reference of the Audit Committee are given in the charter
of the Audit Committee, and the terms of reference of the Compensation Committee are given in the charter of the Compensation Committee.
All charters of committees are available on the Company’s website or, on request, from the Company’s offices listed
in this report.
The Audit Committee is comprised of the following directors: (i)
Johan Holtzhausen (Chairperson), (ii) John McGloin, and (iii) John Kelly. Each member of the Audit Committee is considered independent
as defined under Canadian National Instrument 52-110 and as defined pursuant to Section 803 of the NYSE American LLC Company Guide
(as such definition may be modified or supplemented) and considered to be financially literate as such terms are defined under
Canadian National Instrument 52-110 Audit Committees.
Benefits upon termination are disclosed in note 36 of the Consolidated
Financial Statements and an example contract is disclosed in Exhibit 4.2.
The average, approximate number of employees, their categories and
geographic locations for each of the last 3 years are summarized in the table below:
Geographic
Location and Number of Employees:
Employee Location
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
Total Employees
|
|
|
|
|
|
|
|
|
|
|
|
|
London, United Kingdom - Management and administration
|
|
|
1
|
|
|
|
1
|
|
|
|
2
|
|
Jersey, Channel Islands - Management and administration
|
|
|
3
|
|
|
|
3
|
|
|
|
3
|
|
South Africa - Management, procurement, administration and technical
|
|
|
15
|
|
|
|
13
|
|
|
|
16
|
|
Zimbabwe - Mine operations (i)
|
|
|
1,445
|
|
|
|
1,569
|
|
|
|
1,697
|
|
South Africa (Eersteling)
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
Total Employees at all Locations
|
|
|
1,465
|
|
|
|
1,586
|
|
|
|
1,718
|
|
Management and Administration:
Employee Locations:
|
|
|
2018
|
|
|
|
2019
|
|
|
|
2020
|
|
London, United Kingdom - Management and administration
|
|
|
1
|
|
|
|
1
|
|
|
|
2
|
|
Jersey, Channel Islands - Management and administration
|
|
|
3
|
|
|
|
3
|
|
|
|
3
|
|
Zimbabwe - Mine operations
|
|
|
44
|
|
|
|
44
|
|
|
|
46
|
|
South Africa - Management, procurement, administration and technical
|
|
|
14
|
|
|
|
12
|
|
|
|
15
|
|
South Africa (Eersteling)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total Management and Administration
|
|
|
62
|
|
|
|
60
|
|
|
|
66
|
|
|
(a)
|
The direct and indirect shareholdings of the Company’s directors, officers and senior management
as at March 29, 2021 were as follows:
|
|
|
|
Number of shares
|
|
|
|
Percentage share holding
|
|
L Wilson
|
|
|
40,000
|
|
|
|
0.33
|
%
|
S Curtis
|
|
|
164,882
|
|
|
|
1.36
|
%
|
M Learmonth
|
|
|
139,775
|
|
|
|
1.15
|
%
|
J. Kelly
|
|
|
16,330
|
|
|
|
0.13
|
%
|
J Holtzhausen
|
|
|
19,825
|
|
|
|
0.16
|
%
|
A Chester
|
|
|
25,553
|
|
|
|
0.21
|
%
|
Total
|
|
|
447,882
|
|
|
|
3.68
|
%
|
Refer to Item 6.A for a list of the Company’s directors, officers
and senior management and number of shares held.
All of the shares held above are voting shares and do not have any
different voting or other rights than the other outstanding shares of the Company.
The information as to shares beneficially owned or controlled or
directed, not being within the knowledge of the Company, has been furnished by the respective directors, officers and senior management
members individually.
|
(b)
|
Share purchase options outstanding as of March 29, 2021:
|
Name
|
|
|
|
|
Exercise Price CAD
|
|
|
Expiry Date
|
|
|
Number of Options
|
|
J McGloin
|
|
Non-Executive Director
|
|
|
11.50
|
|
|
October 13, 2021
|
|
|
18,000
|
|
P Chidley
|
|
Advisor
|
|
|
*9.30
|
|
|
August 25, 2024
|
|
|
5,000
|
|
P Durham
|
|
Advisor
|
|
|
*9.30
|
|
|
August 25, 2024
|
|
|
5,000
|
|
TOTAL
|
|
|
|
|
|
|
|
|
|
|
28,000
|
|
*The exercise price of CAD$9.30 per share was converted into a USD amount
of $7.35 at the prevailing USD/CAD exchange rate at the date of grant (August 25, 2017).
In terms of the OEICP, the expiry of the options that expire in
a closed period will be extended by 10 days from the cessation of the closed period.
ITEM 7 - MAJOR SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS
To the best of Caledonia's knowledge, as at March 29, 2021, we are
aware of the following beneficial owners that directly or indirectly exercise control or direction over more than 3% of the voting
rights to our shares.
Beneficial owner name
|
|
2019
|
|
2020
|
|
|
|
Number of
Shares Held
|
|
|
|
Percentage of
Issued Shares
|
|
|
|
Number of
Shares Held
|
|
|
|
Percentage of
Issued Shares
|
|
Allan Gray (through two of its funds)
|
|
|
2,070,348
|
|
|
|
17.98
|
%
|
|
|
1,957,391
|
|
|
|
16.15
|
%
|
Sales promotion Services S.A./ Heinrich Auwärter
|
|
|
848,773
|
|
|
|
7.37
|
%
|
|
|
663,773
|
|
|
|
5.48
|
%
|
TD Ameritrade
|
|
|
884,647
|
|
|
|
7.68
|
%
|
|
|
-
|
|
|
|
-
|
|
Fremiro Investments (Private) Limited
|
|
|
727,266
|
|
|
|
6.32
|
%
|
|
|
727,266
|
|
|
|
6.0
|
%
|
Blackrock, Inc.
|
|
|
-
|
|
|
|
-
|
|
|
|
604,129
|
|
|
|
4.98
|
%
|
Premier Miton Group PLC
|
|
|
-
|
|
|
|
-
|
|
|
|
399,925
|
|
|
|
3.30
|
%
|
All shareholders have the same voting rights as all other shareholders
of Caledonia.
According to our share register and information received from our
registrar on March 16, 2021 the shares of Caledonia (including those represented by depositary interests) were held in the following
geographic locations:
Geographic Location based on the share register only
|
|
|
Number
of
Shares
Held
|
|
|
|
Percentage
of
Issued
Shares
|
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
|
|
3,294
|
|
|
|
0.03
|
%
|
USA
|
|
|
11,378,381
|
|
|
|
93.89
|
%
|
Canada
|
|
|
4,962
|
|
|
|
0.04
|
%
|
Zimbabwe
|
|
|
727,266
|
|
|
|
6.0
|
%
|
Other
|
|
|
4,920
|
|
|
|
0.04
|
%
|
|
|
|
12,118,823
|
|
|
|
100
|
%
|
12,118,823 shares of the Company, as on March 16, 2021, are held
by a total of 78 registered shareholders.
Caledonia is not aware of any arrangement which may at some subsequent
date result in a change of control of Caledonia.
B.
|
Related Party Transactions
|
No related party transactions exist, other than disclosed
in note 36 of the Consolidated Financial Statements.
C.
|
Interests of Experts and Counsel
|
Not applicable.
ITEM 8
- FINANCIAL INFORMATION
A.
|
Consolidated Statements and Other Financial Information
|
This Annual Report contains the audited Consolidated Financial Statements
which comprise the consolidated statements of financial position as at December 31, 2020, December 31, 2019 and January 1, 2019
and the related consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in
equity and consolidated statements of cash flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018.
Reference is made to page 75 where the Consolidated Financial Statements
are filed as part of this Annual Report on pages F1 – F67.
Legal Proceedings and Regulatory Actions
To our knowledge, there are no legal proceedings material to us
to which we are or were a party to or of which any of our properties are or were the subject of during the financial year ended
December 31, 2020 nor are there any such proceedings known to us to be contemplated which would materially impact our financial
position or ability to continue as a going concern.
During the twelve months ended December 31, 2020, there were no
(i) penalties or sanctions imposed against us by a court relating to securities legislation or by a securities regulatory authority;
(ii) penalties or sanctions imposed by a court or regulatory body against us that would likely be considered important to a reasonable
investor in making an investment decision, or (iii) settlement agreements we entered into before a court relating to securities
legislation or with a securities regulatory authority.
Dividend policy
From 2014, the Company has paid a quarterly dividend (payable at
the end of January, April, July and October each year, except for the dividend expected to be paid in April 2020 which was delayed
by a month due to uncertainties related to the COVID-19 pandemic). The quarterly dividend declared was 6.875 cents per share in
2019 and was increased on several dates during 2020 and 2021 as set out below:
Declaration date
|
cents per share
|
January 10, 2019
|
6.875
|
April 11, 2019
|
6.875
|
July 11, 2019
|
6.875
|
October 10, 2019
|
6.875
|
January 16, 2020
|
7.5
|
May 14, 2020
|
7.5
|
July 16, 2020
|
8.5
|
October 15, 2020
|
10.0
|
January 14, 2021
|
11.0
|
We have not experienced any significant changes since the date of
the Consolidated Financial Statements included with this Annual Report except as disclosed in this Annual Report.
ITEM 9
- THE OFFERING AND LISTING
A.
|
Offering and Listing Details
|
The Company’s shares trade on the NYSE American and AIM under
the trading symbol “CMCL”. Caledonia voluntary delisted its shares from the TSX on June 19, 2020. After the
delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can
demonstrate that less than 2% of its beneficial shareholders are Canadian residents.
Not applicable.
The Company’s shares trade on the NYSE American and
AIM under the trading symbol “CMCL”. Caledonia voluntary delisted its shares from the TSX on June 19, 2020. After the
delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can
demonstrate that less than 2% of its beneficial shareholders are Canadian residents.
Not applicable.
Not applicable.
Not applicable.
ITEM 10
- ADDITIONAL INFORMATION
Not Applicable.
B.
|
Memorandum and Articles of Association
|
Securities Registrar
Computershare Inc. is the transfer agent and registrar
for the shares at its principal office in Massachusetts. Computershare Investor Services PLC at its principal office in Bristol,
United Kingdom is the transfer agent for the depositary interests.
Director’s power to vote on a proposal, arrangement
or contract in which the director is materially interested.
An interested director must disclose to the Company the
nature and extent of any interest in a transaction with the Company, or one of its subsidiaries, which to a material extent conflicts
or may conflict with its interests and of which the director is aware. Failure to disclose an interest entitles the Company or
a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account
to the Company for any profit.
A transaction is not voidable and a director is not accountable
notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent
of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which
the resolution is passed.
Although it may still order that a director account for
any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted
in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the Company’s interests
at the time it was entered into.
Except as otherwise provided in the Articles (as defined
below) and save in respect of a limited number of instances as set out in the Articles, a director shall not vote on, or be counted
in the quorum in relation to, any resolution of the board or of a committee of the board concerning any matter in which he has
to his knowledge, directly or indirectly, an interest (other than his interest in shares or debentures or other securities of,
or otherwise in or through, the Company) or duty which (together with any interest of a person connected with him) is material
and, if he shall do so, his vote shall not be counted.
Directors’ power, in the absence of an independent
quorum, to vote compensation to themselves or any members of their body.
The compensation of the directors is decided by the directors
unless the board of directors specifically requests approval of the compensation from the shareholders. If the issuance
of compensation to the directors is decided by the directors, a quorum is the majority of the directors in office. The
Articles do not require that the compensation of any director be approved by disinterested directors.
The Company has a compensation committee that is currently
composed of three independent directors. The compensation committee makes recommendations to the board with respect
to compensation, including bonuses, incentive stock options and securities of directors and executive officers.
Borrowing powers exercisable by the directors and how such borrowing powers may be varied.
The board may exercise all the Company’s powers
to borrow money, to guarantee, to indemnify and to mortgage or charge all or any part of the Company’s undertaking, property
and assets (present and future) and uncalled capital and, subject to the Companies Law to issue debentures and other securities,
whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party.
The board shall restrict the Company’s borrowings
and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings
(if any) to secure (but as regards subsidiary undertakings only in so far as by the exercise of such rights or powers of control
the board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Company’s
group (exclusive of borrowings owing by one member of the Company’s group to another member of the Company’s group)
shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to three times
the Adjusted Capital and Reserves (as defined in the Articles). The borrowing powers may be varied by amendment to the Articles
which requires approval of the Company’s shareholders by special resolution, being a resolution passed by at least 2/3 majority
of the votes cast on the resolution.
Retirement and non-retirement of directors under an age limit requirement.
There are no such provisions applicable to the Company
under the Articles or the Companies Law.
Number of shares required for a director’s qualification.
Under the Articles, the directors are not required to
hold any shares as qualification for service on the board.
Place of Incorporation and Purpose
The Company was incorporated, effective February 5, 1992, by the
amalgamation of three predecessor companies. It was registered in terms of the Canada Business Corporations Act. The company re-domiciled
to Jersey, Channel Islands, effective March 19, 2016 through the Continuance process. The Continuance had no appreciable effect
on the Company’s listing in Toronto, the admission of its depositary interests to trading on AIM in London or the trading
facility on the OTCQX (from July 27, 2017 the OTCQX trading ceased and shares commenced trading on NYSE American) and the Company’s
securities continued to be traded on these listing and trading platforms after the Continuance process was completed. Caledonia
voluntary delisted its shares from the TSX on June 19, 2020.
Neither the Company’s memorandum of association nor the Articles
stipulate any objects or purposes of the Company and no objects or purposes are required to be stated by the Companies Law.
Articles of Association
At a special meeting of shareholders held on February 18, 2016,
Caledonia’s shareholders voted in favor of a resolution to approve the Continuance. This resolution, inter alia, included
provisions to replace Caledonia’s by-laws with new articles of association (the “Articles”). The Articles
do not place any restrictions on the Company’s business.
The holders of the shares are entitled to one vote per share at
all meetings of the shareholders of the Company. The holders of shares are also entitled to dividends, if and when declared, and
the distribution of the residual assets of the Company in the event of a liquidation, dissolution or winding up of the Company.
The Company's shares do not have pre-emptive rights to purchase additional shares.
No preference shares are currently issued and outstanding. Preference
shares may be issued from time to time in one or more series composed of such number of shares with such preference, deferred or
other special rights, privileges, restrictions and conditions as specified in the Articles or as fixed before such issuance by
a resolution passed by the directors and confirmed and declared by shareholders by a special resolution. The preference shares
shall be entitled to preference over shares in respect of the payment of dividends and shall have priority over other shares in
the event of a distribution of residual assets of the Company in the event of a liquidation, dissolution or winding up of the Company.
The rights attaching to the shares or the preference shares can only be modified by the affirmative vote of at least two-thirds
of the votes cast at a meeting of the relevant shareholders called for that purpose.
Meetings of Shareholders
The Articles require the Company to call an annual general meeting
of shareholders within 13 months after holding the last preceding annual general meeting and permits the Company to call any other
meeting of shareholders at any time. The Company is required to mail a notice of meeting and management information circular to
registered shareholders not less than 21 clear days and not more than 60 days prior to the date of any annual or other general
meeting of shareholders, although it currently utilizes the notice and access method under Canadian law. These materials must also
be filed with Canadian securities regulatory authorities. The Articles provide that a quorum of two shareholders in person or represented
by proxy holding or representing by proxy not less than 5% of the Company’s issued shares carrying the right to vote at the
meeting is required to transact business at a general meeting. Shareholders, and their duly appointed proxies and corporate representatives,
as well as the Company's auditors, are entitled to be admitted to the Company's annual and other general meetings of shareholders.
Limitations on the Right to Own Securities
There are no limitations on the rights to own securities in the
Company.
Limitations on Restructuring
There is no provision in the Articles that would have the effect
of placing any limitations on any corporate restructuring in addition to what would otherwise be required by applicable law.
Disclosure of Share Ownership
The Articles permit the Company to give a disclosure notice to any
person that the Company has reasonable cause to believe is/was interested in the Company’s shares within the preceding three
years; such notice may require the person to inform the Company whether that person holds/has held an interest in the Company’s
shares. The Articles also incorporate by reference certain of the disclosure guidance and transparency rules (“DTR”)
published by the UK's Financial Conduct Authority. The DTR include, inter alia, a requirement that a shareholder must notify the
Company of the percentage of its voting rights (held directly and indirectly) if the percentage of those voting rights reaches,
exceeds or falls below 3% of the Company’s issued voting securities and each 1% threshold above 3%.
Differences in Corporate Law between United States (Delaware) and Jersey, Channel
Islands
Set forth below is a comparison of certain shareholder rights and corporate governance
matters under Delaware law and Jersey law:
Corporate Law Issue
|
|
Delaware Law
|
|
Jersey Law
|
Special Meetings of Shareholders
|
|
Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.
|
|
Shareholders holding 10% or more of the company’s voting rights and entitled to
vote at the relevant meeting may legally require directors to call a meeting of shareholders. Under the Articles, the percentage
required to requisition a meeting is reduced to 5%.
The Jersey Financial Services Commission, or JFSC, may, at the request of any officer,
secretary or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in
accordance with the requirements of the Companies Law is a criminal offense on the part of a Jersey company and its directors and
secretary.
|
|
|
|
|
|
Interested Director Transactions
|
|
Interested director transactions are permissible and may not be legally voided if:
• either a majority of disinterested directors, or a majority in interest of holders
of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction upon disclosure of
all material facts; or
• the transaction is determined to have been fair as to the corporation as of the
time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.
|
|
An interested director must disclose to the company the nature and extent of any interest
in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests
of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply
to the court for an order setting aside the transaction concerned and directing that the director account to the company for any
profit.
A transaction is not voidable and a director is not accountable notwithstanding a failure
to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director’s
interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed.
Although it may still order that a director account for any profit, a court will not
set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby
be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered
into.
The Articles set out a limited number of transactions and matters in which a director
may be interested and in which he may vote and be counted in the quorum in relation to a resolution on the matter.
|
Cumulative Voting
|
|
The certificate of incorporation of a Delaware corporation may provide that shareholders
of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.
|
|
There are no provisions in the Companies Law relating to cumulative voting.
|
|
|
|
|
|
Approval of Corporate Matters by Written Consent
|
|
Unless otherwise specified in a corporation’s certificate of incorporation, shareholders
may take action permitted to be taken at an annual or special meeting, without a meeting, notice or a vote, if consents, in writing,
setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to
authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected
within 60 days of the earliest dated consent delivered.
|
|
If permitted by the articles of association of a company, a written consent signed and
passed by the specified majority of members may affect any matter that otherwise may be brought before a shareholders’ meeting,
except for the removal of a company’s auditors. Such consent shall be deemed effective when the instrument, or the last of
several instruments, is signed by the specified majority of members or on such later date as is specified in the resolution.
The Articles do not contain provisions regarding shareholder resolutions in writing.
|
|
|
|
|
|
Business Combinations
|
|
With certain exceptions, a merger, consolidation or sale of all or substantially all
of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled
to vote thereon.
|
|
A sale or disposal of all or substantially all the assets of a Jersey company must be
approved by the board of directors and, only if the articles of association of the company require, by the shareholders in general
meeting. A merger involving a Jersey company must be generally documented in a merger agreement which must be approved by special
resolution of that company.
|
|
|
|
|
|
Limitations on Director’s Liability and Indemnification of Directors and
Officers
|
|
A Delaware corporation may indemnify a director or officer of the corporation against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in
defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect
to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.
|
|
The Companies Law does not contain any provision permitting Jersey companies to limit
the liabilities of directors for breach of fiduciary duty.
However, a Jersey company may exempt from liability, and indemnify directors and officers,
for liabilities:
• incurred in defending any civil or criminal legal proceedings where:
- the person is either acquitted or receives a judgment in their favor;
- where the proceedings
are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment;
or
-
where the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some
detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits
in the person’s resistance to the proceedings;
|
|
|
|
|
• incurred to anyone other than to the company if the person acted in good
faith with a view to the best interests of the company;
• incurred in connection with an application made to the court for relief
from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Companies Law in which
relief is granted to the person by the court; or
• incurred in a case in which the company normally maintains insurance for
persons other than directors.
|
|
|
|
|
|
Appraisal Rights
|
|
A shareholder of a Delaware corporation participating in certain major corporate transactions
may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of
the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would
otherwise receive in the transaction.
|
|
There are no appraisal rights under the Companies Law but the Articles include dissent rights of shareholders, based on Canadian law, whereby shareholders who dissent to certain transactions of the Company may apply to have the Company buy their shares for fair value.
|
|
|
|
|
|
Shareholder Suits
|
|
Class actions and derivative actions generally are available to the shareholders of a
Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with
applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred
in connection with such action.
|
|
Under Article 141 of the Companies Law, a shareholder may apply to court for relief on
the ground that the conduct of a company’s affairs, including a proposed or actual act or omission by a company, is “unfairly
prejudicial” to the interests of shareholders generally or of some part of shareholders, including at least the shareholder
making the application.
There may also be customary law personal actions available to shareholders. Under Article
143 of the Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141
of the Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing
or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or
by any of its other shareholders.
|
Inspection of Books and Records
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|
All shareholders of a Delaware corporation have the right, upon written demand, to inspect
or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to
such person’s interest as a shareholder.
|
|
The register of shareholders and books containing the minutes of general meetings or
of meetings of any class of shareholders of a Jersey company must during business hours be open to the inspection of a shareholder
of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable
restrictions as the company may by its articles of association or in general meeting impose, but so that not less than two hours
in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge.
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Amendments to Charter
|
|
Amendments to the certificate of incorporation of a Delaware corporation require the
affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided
for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number
or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended,
altered or repealed except by such greater vote.
|
|
The memorandum of association and the articles of association of a Jersey company may only be amended by special resolution (being a two-thirds majority if the articles of association of the company do not specify a greater majority) passed by shareholders in general meeting or by written resolution signed by all the shareholders entitled to vote.
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Blank Check Preferred Stock/Shares
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Under Delaware law, the certificate of incorporation of a corporation may give the board
the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined
by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a
potential premium over the market value of their shares.
In addition, Delaware law does not prohibit a corporation from adopting a shareholder
rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing
a potential premium over the market value of their shares.
|
|
The UK’s Takeover Code requires a target company shareholders' consent in general
meeting before the target company can take any action (other than seeking alternative bids) that may result in the frustration
of a takeover bid. Moreover, the Takeover Code provides that the board of directors of an offeree company must act in the interests
of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of a takeover bid.
|
Distributions and Dividends; Repurchases and Redemptions
|
|
Under Delaware law, subject to any restrictions contained in the certificate
of incorporation, a corporation may pay dividends out of capital surplus or, if there is no surplus, out of net profits for the
current and/or the preceding fiscal year in which the dividend is declared, as long as the amount of capital of the corporation
following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by issued
and outstanding shares having a preference upon the distribution of assets. Surplus is defined in Delaware law as the excess of
the net assets over capital, as such capital may be adjusted by the board.
A Delaware corporation may purchase or redeem shares of any class except when its capital
is impaired or would be impaired by the purchase or redemption, and it may not purchase, for more than the price at which they
may be redeemed, any of its shares which are redeemable at the option of the corporation. A corporation may, however, purchase
or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series
of its shares if the shares are to be retired and the capital reduced.
|
|
Under the Companies Law, a Jersey company may make a distribution at any
time and out of any source provided that the directors of the company who authorize the distribution make an immediate and 12
month forward looking cash-flow solvency statement.
Likewise, authorizing directors must also make a solvency statement in the event of redeeming
or purchasing the company’s shares.
The Companies Law allows a Jersey company to purchase its own shares, whether they are
redeemable or not, provided that the purchase is sanctioned by a special resolution. The monies payable on the redemption of redeemable
shares or on the purchase of its own shares by a Jersey company may be funded from any source, including capital, provided that
such shares are fully paid.
If shares are to be purchased other than on a stock exchange, they may only be purchased
pursuant to a contract approved in advance by an ordinary resolution of the company and they shall not carry the right to vote
on the resolution sanctioning the purchase or approving the contract. If shares are to be purchased on a stock exchange, the resolution
authorizing the purchase must specify the maximum number of shares to be purchased; the maximum and minimum prices which may be
paid; and
the date (not being later than 5 years after the passing of the resolution) on which
the authority to purchase is to expire.
|
Not applicable.
There are no governmental laws, decrees or regulations existing
in Jersey, Channel Islands, which restrict the export or import of capital, or the remittance of dividends, interest or other payments
to non-resident holders of Caledonia's securities, nor does Jersey, Channel Islands have foreign exchange currency controls. Exchange
control approvals from the RBZ and the Reserve Bank of South Africa are required on the flow of funds in and out of Zimbabwe and
South Africa; Caledonia obtained the necessary approvals from the RBZ and the Reserve Bank of South Africa to transfer foreign
currency during 2020.
Certain United States Federal Income Tax Considerations
The following is a general summary of certain material U.S. federal
income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership,
and disposition of shares. This summary is for general information purposes only and does not purport to be a complete analysis
or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to
the acquisition, ownership, and disposition of shares. In addition, this summary does not take into account the individual facts
and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including
without limitation specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not
intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. This summary
does not address the U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state
and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of shares. In addition,
except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each prospective U.S.
Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative
minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership,
and disposition of shares. No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”)
has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and
disposition of shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different
from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary are based
are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described
in this summary.
Scope of this Summary
Authorities
This summary is based on the Internal Revenue Code of 1986, as amended
(the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published
administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available,
as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse
manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal
income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial,
of any proposed legislation.
U.S. Holders
For purposes of this summary, the term "U.S. Holder"
means a beneficial owner of shares that is for U.S. federal income tax purposes:
|
·
|
an individual who is a citizen or resident of the U.S.;
|
|
·
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of
the U.S., any state thereof or the District of Columbia;
|
|
·
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
|
·
|
a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons
for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S.
person.
|
U.S. Holders Subject to Special U.S. Federal Income Tax Rules
Not Addressed
This summary does not address the U.S. federal income tax considerations
applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following
U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred
accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment
companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting
method; (d) have a “functional currency” other than the USD; (e) own shares as part of a straddle, hedging transaction,
conversion transaction, constructive sale, or other integrated transaction; (f) acquired shares in connection with the exercise
of employee stock options or otherwise as compensation for services; (g) hold shares other than as a capital asset within the meaning
of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to taxing jurisdictions other than,
or in addition to, the United States; (i) are partnerships and other pass-through entities (and investors in such partnerships
and entities); (j) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting
power or value of the outstanding shares of the Company; (i) U.S. expatriates or former long-term residents of the U.S., or (k)
are subject to special tax accounting rules with respect to shares. U.S. Holders that are subject to special provisions under the
Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the
U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and
local, and foreign tax consequences relating to the acquisition, ownership and disposition of shares.
If an entity or arrangement that is classified as a partnership
(or other “pass-through” entity) for U.S. federal income tax purposes holds shares, the U.S. federal income tax consequences
to such entity and the partners (or other owners) of such entity generally will depend on the activities of the entity and the
status of such partners (or owners). This summary does not address the tax consequences to any such owner. Partners (or other owners)
of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income
tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating
to the acquisition, ownership, and disposition of shares.
Ownership and Disposition of shares
The following discussion is subject to the rules described below
under the heading “Passive Foreign Investment Company Rules”.
Taxation of Distributions
A U.S. Holder that receives a distribution, including a constructive
distribution, with respect to a share will be required to include the amount of such distribution in gross income as a dividend
(without reduction for any foreign income tax withheld from such distribution) to the extent of the current or accumulated “earnings
and profits” of the Company, as computed for U.S. federal income tax purposes. To the extent that a distribution exceeds
the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free
return of capital to the extent of a U.S. Holder's tax basis in the shares and thereafter as gain from the sale or exchange of
such shares (see “Sale or Other Taxable Disposition of shares” below). However, the Company may not maintain the calculations
of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder may have to assume that
any distribution by the Company with respect to the shares will constitute ordinary dividend income. Dividends received on shares
by corporate U.S. Holders generally will not be eligible for the “dividends received deduction”. Subject to applicable
limitations and provided the shares are readily tradable on a United States securities market, dividends paid by the Company to
non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term
capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Company not
be classified as a PFIC (as defined below) in the tax year of distribution or in the preceding tax year. The dividend rules are
complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.
Sale or Other Taxable Disposition of Shares
A U.S. Holder will generally recognize gain or loss on the sale
or other taxable disposition of shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair
market value of any property received and (b) such U.S. Holder’s tax basis in such shares sold or otherwise disposed of.
Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the
sale or other disposition, such shares are held for more than one year.
Preferential tax rates apply to long-term capital gains of a U.S.
Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a
U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
Passive Foreign Investment Company (“PFIC”) Rules
If the Company were to constitute a PFIC for any year during a U.S.
Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to
a U.S. Holder resulting from the acquisition, ownership and disposition of shares. The Company believes that it was not a PFIC
for the tax year ended December 31, 2020. No opinion of legal counsel or ruling from the IRS concerning the status of the Company
as a PFIC has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature,
generally cannot be determined until the close of the tax year in question and is determined annually. Additionally, the analysis
depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations.
Consequently, there can be no assurance that the Company has never been and will not become a PFIC for any tax year during which
U.S. Holders hold shares.
In addition, in any year in which the Company is classified as a
PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations
and/or other IRS guidance may require. A failure to satisfy such reporting requirements may result in an extension of the time
period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of
filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.
The Company generally will be a PFIC under Section 1297 of the Code
if, after the application of certain “look-through” rules with respect to subsidiaries in which the Company holds at
least 25% of the value of such subsidiary, for a tax year, (a) 75% or more of the gross income of the Company for such tax year
is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce
passive income or are held for the production of passive income (the “asset test”), based on the quarterly average
of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods
sold, plus income from investments and incidental or outside operations or sources, and “passive income” generally
includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and
certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded
from passive income if substantially all of a foreign corporation’s commodities are stock in trade or inventory, depreciable
property used in a trade or business or supplies regularly used or consumed in the ordinary course of its trade or business, and
certain other requirements are satisfied.
If the Company were a PFIC in any tax year during which a U.S. Holder
held shares, such holder generally would be subject to special rules with respect to “excess distributions” made by
the Company on the shares and with respect to gain from the disposition of shares. An “excess distribution” generally
is defined as the excess of distributions with respect to the shares received by a U.S Holder in any tax year over 125% of the
average annual distributions such U.S. Holder has received from the Company during the shorter of the three preceding tax years,
or such U.S. Holder’s holding period for the shares. Generally, a U.S. Holder would be required to allocate any excess distribution
or gain from the disposition of the shares ratably over its holding period for the shares. Such amounts allocated to the year of
the disposition or excess distribution would be taxed as ordinary income, and amounts allocated to prior tax years would be taxed
as ordinary income at the highest tax rate in effect for each such year and an interest charge at a rate applicable to underpayments
of tax would apply.
While there are U.S. federal income tax elections that sometimes
can be made to mitigate these adverse tax consequences (including the “QEF Election” under Section 1295 of the
Code and the “Mark-to-Market Election” under Section 1296 of the Code), such elections are available in limited
circumstances and must be made in a timely manner.
U.S. Holders should be aware that, for each tax year, if any, that
the Company is a PFIC, the Company can provide no assurances that it will satisfy the record-keeping requirements of a PFIC, or
that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF election with respect to the
Company or any subsidiary that also is classified as a PFIC.
Certain additional adverse rules may apply with respect to a U.S.
Holder if the Company is a PFIC, regardless of whether the U.S. Holder makes a QEF Election. These rules include special rules
that apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to these special
rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign
tax credit. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership
and disposition of shares, and the availability of certain U.S. tax elections under the PFIC rules.
Additional Considerations
Receipt of Foreign Currency
The amount of any distribution paid to a U.S. Holder in foreign
currency, or payment received on the sale, exchange or other taxable disposition of shares, generally will be equal to the USD
value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign
currency is converted into USD at that time). A U.S. Holder will have a basis in the foreign currency equal to its USD value on
the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have
a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income
or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method with respect to foreign
currency received upon the sale, exchange or other taxable disposition of the shares. Each U.S. Holder should consult its own U.S.
tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.
Foreign Tax Credit
Subject to the PFIC rules discussed above, a U.S. Holder that pays
(whether directly or through withholding) foreign income tax with respect to dividends paid on the shares generally will be entitled,
at the election of such U.S. Holder, to receive either a deduction or a credit for such foreign income tax. Generally, a credit
will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce
a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all
foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex
and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Each U.S. Holder should consult
its own U.S. tax advisor regarding the foreign tax credit rules.
Backup Withholding and Information Reporting
Under U.S. federal income tax law and Treasury Regulations, certain
categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation.
For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold
certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial
assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained
by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment
that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to
these reporting requirements unless their shares are held in an account at certain financial institutions. Penalties for failure
to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the
requirements of filing information returns, including the requirement to file an IRS Form 8938.
Payments made within the U.S. or by a U.S. payor or U.S. middleman,
of dividends on, and proceeds arising from the sale or other taxable disposition of, shares will generally be subject to information
reporting and backup withholding tax, at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct
U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c)
is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax,
or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification
number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt
persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional
tax. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s
U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in
a timely manner.
The discussion of reporting requirements set forth above is not
intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy
certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain
circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S.
Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.
F.
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Dividends and Paying Agents
|
Not applicable.
Not applicable.
Any statement in this Annual Report about any of our contracts or
other documents is not necessarily complete. If the contract or document is filed as an exhibit to this Annual Report, the contract
or document is deemed to modify the description contained in this Annual Report. Readers must review the exhibits themselves for
a complete description of the contract or document.
We are subject to the informational requirements of the U.S. Exchange
Act and file reports and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.
We are required to file reports and other information with the securities
commissions in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings,
that we file with the provincial securities commissions. These filings are also electronically available from the Canadian System
for Electronic Document Analysis and Retrieval ("SEDAR") (www.sedar.com), the Canadian equivalent of the SEC's electronic
document gathering and retrieval system.
Copies of our material contracts are kept at our registered office.
I.
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Subsidiary Information
|
Not applicable.
ITEM 11
- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed in varying degrees to a variety of financial
instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of
capital and protecting current and future Company assets and cash flows by reducing exposure to risks posed by the uncertainties
and volatilities of financial markets.
The board of directors of the Company has a responsibility to ensure
that an adequate financial risk management policy is established and to approve the policy. The Company’s Audit Committee
oversees management’s compliance with the Company’s financial risk management policy.
The fair value of the Company’s financial instruments approximates
their carrying value unless otherwise noted. The types of risk exposure and the way in which such exposures are managed are as
follows:
The Group is exposed to currency risk to the extent that there is
a mismatch between the currency that it transacts in and the functional currency. The results of the Group’s operations are
subject to currency transaction risk and currency translation risk. The operating results and financial position of the Group are
reported in USD in the Consolidated Financial Statements.
The availability of foreign exchange and the fluctuation of the
USD in relation to other currencies that entities, within the Group, may transact in will consequently have an impact upon the
profitability of the Group and may also affect the value of the Group’s assets and liabilities. As noted below, the Group
has certain financial assets and liabilities denominated in currencies other than the functional currency of the Company. To reduce
exposure to currency transaction risk, the Group regularly reviews the currency in which it spends its cash to identify and avoid
specific expenditures in currencies that experience inflationary pressures. Further the Group aims to maintain cash and cash equivalents
in USD to avoid foreign exchange exposure and to meet short-term liquidity requirements.
As a result of the Group’s monetary assets and liabilities
denominated in foreign currencies which is different to the functional currency of the underlying entities, the profit or loss
and equity in the underlying entities could be affected by movements between the functional currency and the foreign currency.
The table below indicates consolidated monetary assets/ (liabilities) in the Group that have a different functional currency and
foreign currency.
|
|
2020
USD’000
|
|
2019
USD’000
|
|
2018
USD’000
|
|
|
Functional currency
|
|
Functional currency
|
|
Functional currency
|
|
|
ZAR
|
|
USD
|
|
ZAR
|
|
USD
|
|
ZAR
|
|
USD
|
Cash and cash equivalents
|
|
|
59
|
|
|
|
1,959
|
|
|
|
57
|
|
|
|
4,176
|
|
|
|
57
|
|
|
|
8,147
|
|
Trade and other receivables
|
|
|
-
|
|
|
|
249
|
|
|
|
-
|
|
|
|
1,735
|
|
|
|
-
|
|
|
|
126
|
|
Trade and other payables
|
|
|
-
|
|
|
|
(174
|
)
|
|
|
-
|
|
|
|
(179
|
)
|
|
|
-
|
|
|
|
(345
|
)
|
Term loan
|
|
|
-
|
|
|
|
408
|
|
|
|
-
|
|
|
|
(2,471
|
)
|
|
|
-
|
|
|
|
(5,960
|
)
|
Overdraft
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(490
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
59
|
|
|
|
2,442
|
|
|
|
57
|
|
|
|
2,771
|
|
|
|
57
|
|
|
|
1,968
|
|
A reasonably possible strengthening or weakening of 5% of the various
functional currencies against the foreign currencies would have the following equal or opposite effect on profit or loss before
tax for the Group:
|
|
2020
USD’000
|
|
2019
USD’000
|
|
2018
USD’000
|
|
|
Functional currency
|
|
Functional currency
|
|
Functional currency
|
|
|
ZAR
|
|
USD
|
|
ZAR
|
|
USD
|
|
ZAR
|
|
USD
|
Cash and cash equivalents
|
|
|
3
|
|
|
|
103
|
|
|
|
3
|
|
|
|
199
|
|
|
|
3
|
|
|
|
388
|
|
Trade and other receivables
|
|
|
-
|
|
|
|
12
|
|
|
|
-
|
|
|
|
82
|
|
|
|
-
|
|
|
|
6
|
|
Trade and other payables
|
|
|
-
|
|
|
|
(8
|
)
|
|
|
-
|
|
|
|
9
|
|
|
|
-
|
|
|
|
(16
|
)
|
Term loan
|
|
|
-
|
|
|
|
19
|
|
|
|
-
|
|
|
|
(117
|
)
|
|
|
-
|
|
|
|
(283
|
)
|
Overdraft
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(23
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
3
|
|
|
|
126
|
|
|
|
3
|
|
|
|
150
|
|
|
|
3
|
|
|
|
95
|
|
The Group's interest rate risk arises from loans and borrowings,
overdraft facility and cash held. The loans and borrowings, overdraft facility and cash held have variable interest rate borrowings.
Variable-rate borrowings expose the Group to cash flow interest rate risk. The Group has not entered into interest rate swap agreements.
The Group’s assets and (liabilities) exposed to interest rate fluctuations as at
year-end are summarized as follows:
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
Term loan
|
|
|
(408
|
)
|
|
|
(2,471
|
)
|
|
|
5,960
|
|
Cash and cash equivalents
|
|
|
19,092
|
|
|
|
9,383
|
|
|
|
11,187
|
|
Overdraft
|
|
|
-
|
|
|
|
(490
|
)
|
|
|
-
|
|
Interest rate risk arising is offset by available cash and cash
equivalents. The table below summarizes the effect of a change in finance cost on the Group’s profit or loss and equity for
the year, had the rates charged differed.
Sensitivity analysis – cash and cash equivalents
|
|
2020
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
Increase in 100 basis points
|
|
|
191
|
|
|
|
94
|
|
|
|
111
|
|
Decrease in 100 basis points
|
|
|
(191
|
)
|
|
|
(94
|
)
|
|
|
(111
|
)
|
Sensitivity analysis – term loan
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in 100 basis points
|
|
|
4
|
|
|
|
(25
|
)
|
|
|
(60
|
)
|
Decrease in 100 basis points
|
|
|
(4
|
)
|
|
|
25
|
|
|
|
60
|
|
Sensitivity analysis – overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in 100 basis points
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
-
|
|
Decrease in 100 basis points
|
|
|
-
|
|
|
|
5
|
|
|
|
-
|
|
|
D.
|
Concentration of Credit Risk
|
Credit risk is the risk of a financial loss to the Company if a
debtor fails to meet its contractual obligation. From 2014, gold sales were made to Fidelity in Zimbabwe and the payment terms
stipulated in the service delivery contract have been adhered to in all instances. Trade and other receivables are analysed in
note 22 to the Consolidated Financial Statements and include $1.3 million (2019: $3.0 million; 2018: $2.7 million) due from Fidelity
in respect of gold deliveries immediately prior to the close of business at the end of 2020 and $2.3 million (2019: $1.8 million;
2018: $2.7 million) due from the Zimbabwe Government in respect of VAT refunds. The amount due from Fidelity was paid in full after
year-end; the outstanding balance at December 31, 2020 reflects a normal balance in the context of the timing of bullion shipments
to Fidelity and payments from Fidelity for bullion received. The amount due in respect of the longer-outstanding VAT refunds were
within the agreed terms and a portion was also received after year-end.
Liquidity risk is the risk that the Group will not be able to meet
its financial obligations as they fall due. The Group manages its liquidity risk by ensuring that there is enough cash to meet
its likely cash requirements, after taking into account cash flows from operations and the Group’s holdings of cash and cash
equivalents. The Group believes that these sources will be enough to cover the anticipated cash requirements. Senior management
is also actively involved in the review and approval of planned expenditures by regularly monitoring cash flows from operations
and anticipated investing and financing activities.
|
F.
|
Market Risk – Gold Price
|
The value of the Company’s mineral properties is
related to the price of gold and the outlook for these minerals. In addition, adverse changes in the price of certain key or high
cost operating consumables can significantly impair the Company’s cash flows.
Gold prices historically have fluctuated widely and are
affected by numerous factors outside of the Company's control, including, but not limited to, industrial and retail demand, central
bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand
because of speculative hedging activities, and macro-economic variables, and certain other factors related specifically to gold.
The Company has no hedges in place and is fully exposed
to the gains or losses resulting from a higher or lower gold price.
ITEM 12
- DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
Report of Independent Registered Public
Accounting Firm
Shareholders and Board of Directors
St Helier, Jersey, Channel
Islands
Opinion on the Consolidated
Financial Statements
We have audited the accompanying
consolidated statements of financial position of Caledonia Mining Corporation Plc and its subsidiaries (the
“Group”) as of December 31, 2020, 2019 and January 1, 2019 the related consolidated statements of profit or loss
and other comprehensive income, statements of changes in equity, and cash flows for each of the three ended December 31,
2020, 2019 and 2018 and the related notes (collectively referred to as the “consolidated financial
statements”. In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Group at December 31, 2020, 2019 and January 1, 2019 and the results of its operations and its cash
flows for each of the three years ended December 31, 2020, 2019 and 2018 in conformity with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial
statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal controls over financial
reporting. As part of our audits we are required to obtain an understanding of internal controls over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal controls over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
BDO South Africa Inc.
We have served as the Group's auditor since
year 2018.
BDO South Africa Incorporated
Wanderers Office Park
52 Corlett Drive
Illovo, 2196
March 29, 2021
(date of signing consent)
BDO South Africa
Incorporated
Registration number: 1995/002310/21
Practice number: 905526
VAT number: 4910148685
Chief
Executive Officer: ME Stewart
A full
list of all company directors is available on www.bdo.co.za
The
company's principal place of business is at 22 Wellington Road, Parktown, Johannesburg, where a list of directors' names is available
for inspection. BDO South Africa Incorporated, a South African personal liability company, is a member of BDO International Limited,
a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
Caledonia Mining Corporation Plc
|
Consolidated statements of
profit or loss and other comprehensive income
(in thousands of United States Dollars, unless indicated
otherwise)
For the years ended December 31
|
|
Note
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
100,002
|
|
|
|
75,826
|
|
|
|
68,399
|
|
Less: Royalty
|
|
|
|
|
(5,007
|
)
|
|
|
(3,854
|
)
|
|
|
(3,426
|
)
|
Production costs
|
|
9
|
|
|
(43,711
|
)
|
|
|
(36,400
|
)
|
|
|
(39,315
|
)
|
Depreciation
|
|
17
|
|
|
(4,628
|
)
|
|
|
(4,434
|
)
|
|
|
(4,071
|
)
|
Gross profit
|
|
|
|
|
46,656
|
|
|
|
31,138
|
|
|
|
21,587
|
|
Other income
|
|
10
|
|
|
4,765
|
|
|
|
2,274
|
|
|
|
7,101
|
|
Other expenses
|
|
13
|
|
|
(5,315
|
)
|
|
|
(666
|
)
|
|
|
(336
|
)
|
Administrative expenses
|
|
14
|
|
|
(7,997
|
)
|
|
|
(5,637
|
)
|
|
|
(6,465
|
)
|
Cash-settled share-based expense
|
|
30.1
|
|
|
(1,413
|
)
|
|
|
(689
|
)
|
|
|
(315
|
)
|
Equity-settled share-based expense
|
|
30.2
|
|
|
–
|
|
|
|
–
|
|
|
|
(14
|
)
|
Net foreign exchange gain
|
|
11
|
|
|
4,305
|
|
|
|
29,661
|
|
|
|
223
|
|
Profit on sale of subsidiary
|
|
21.2
|
|
|
–
|
|
|
|
5,409
|
|
|
|
–
|
|
Fair value losses on derivative assets
|
|
23
|
|
|
(266
|
)
|
|
|
(601
|
)
|
|
|
(360
|
)
|
Operating profit
|
|
|
|
|
40,735
|
|
|
|
60,889
|
|
|
|
21,421
|
|
Finance income
|
|
15
|
|
|
62
|
|
|
|
146
|
|
|
|
53
|
|
Finance cost
|
|
15
|
|
|
(367
|
)
|
|
|
(344
|
)
|
|
|
(273
|
)
|
Profit before tax
|
|
|
|
|
40,430
|
|
|
|
60,691
|
|
|
|
21,201
|
|
Tax expense
|
|
16
|
|
|
(15,173
|
)
|
|
|
(10,290
|
)
|
|
|
(7,445
|
)
|
Profit for the year
|
|
|
|
|
25,257
|
|
|
|
50,401
|
|
|
|
13,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that are or may be reclassified to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations
|
|
|
|
|
(173
|
)
|
|
|
49
|
|
|
|
(676
|
)
|
Reclassification of accumulated exchange differences on the sale of subsidiary
|
|
|
|
|
–
|
|
|
|
(2,109
|
)
|
|
|
–
|
|
Total comprehensive income for the year
|
|
|
|
|
25,084
|
|
|
|
48,341
|
|
|
|
13,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
|
|
20,780
|
|
|
|
42,018
|
|
|
|
10,766
|
|
Non-controlling interests
|
|
27
|
|
|
4,477
|
|
|
|
8,383
|
|
|
|
2,990
|
|
Profit for the year
|
|
|
|
|
25,257
|
|
|
|
50,401
|
|
|
|
13,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
|
|
20,607
|
|
|
|
39,958
|
|
|
|
10,090
|
|
Non-controlling interests
|
|
27
|
|
|
4,477
|
|
|
|
8,383
|
|
|
|
2,990
|
|
Total comprehensive income for the year
|
|
|
|
|
25,084
|
|
|
|
48,341
|
|
|
|
13,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share ($)
|
|
26
|
|
|
1.73
|
|
|
|
3.82
|
|
|
|
0.99
|
|
Diluted earnings per share ($)
|
|
26
|
|
|
1.73
|
|
|
|
3.81
|
|
|
|
0.99
|
|
The accompanying notes on pages 8 to 66 are an integral part
of these consolidated financial statements.
On behalf of the Board: “S.R. Curtis”- Chief Executive
Officer and “J.M. Learmonth”- Chief Financial Officer.
Caledonia Mining Corporation Plc
|
Consolidated statements of
financial position
(in thousands of United States Dollars, unless indicated
otherwise)
As at December 31
|
|
Note
|
|
2020
|
|
|
2019 *
|
|
|
January 1, 2019 *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
17
|
|
|
126,479
|
|
|
|
106,512
|
|
|
|
90,460
|
|
Exploration and evaluation asset
|
|
18
|
|
|
6,768
|
|
|
|
7,139
|
|
|
|
6,967
|
|
Deferred tax asset
|
|
16
|
|
|
87
|
|
|
|
63
|
|
|
|
98
|
|
Total non-current assets
|
|
|
|
|
133,334
|
|
|
|
113,714
|
|
|
|
97,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
19
|
|
|
16,798
|
|
|
|
11,092
|
|
|
|
9,427
|
|
Prepayments
|
|
|
|
|
1,974
|
|
|
|
2,350
|
|
|
|
866
|
|
Trade and other receivables
|
|
22
|
|
|
4,962
|
|
|
|
6,912
|
|
|
|
6,392
|
|
Income tax receivable
|
|
16
|
|
|
76
|
|
|
|
–
|
|
|
|
–
|
|
Derivative financial assets
|
|
23
|
|
|
1,184
|
|
|
|
102
|
|
|
|
–
|
|
Cash and cash equivalents
|
|
20
|
|
|
19,092
|
|
|
|
9,383
|
|
|
|
11,187
|
|
Assets held for sale
|
|
21
|
|
|
500
|
|
|
|
–
|
|
|
|
296
|
|
Total current assets
|
|
|
|
|
44,586
|
|
|
|
29,839
|
|
|
|
28,168
|
|
Total assets
|
|
|
|
|
177,920
|
|
|
|
143,553
|
|
|
|
125,693
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
24
|
|
|
74,696
|
|
|
|
56,065
|
|
|
|
55,102
|
|
Reserves
|
|
25
|
|
|
138,310
|
|
|
|
140,730
|
|
|
|
142,790
|
|
Retained loss
|
|
|
|
|
(71,487
|
)
|
|
|
(88,380
|
)
|
|
|
(127,429
|
)
|
Equity attributable to shareholders
|
|
|
|
|
141,519
|
|
|
|
108,415
|
|
|
|
70,463
|
|
Non-controlling interests
|
|
27
|
|
|
16,524
|
|
|
|
16,302
|
|
|
|
8,345
|
|
Total equity
|
|
|
|
|
158,043
|
|
|
|
124,717
|
|
|
|
78,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisions
|
|
28
|
|
|
3,567
|
|
|
|
3,346
|
|
|
|
3,309
|
|
Deferred tax liabilities
|
|
16
|
|
|
4,234
|
|
|
|
3,129
|
|
|
|
23,328
|
|
Loans and borrowings - long term portion
|
|
29
|
|
|
–
|
|
|
|
1,942
|
|
|
|
5,960
|
|
Cash-settled share-based payment - long term portion
|
|
30.1
|
|
|
1,934
|
|
|
|
540
|
|
|
|
2,090
|
|
Lease liabilities - long term portion
|
|
12
|
|
|
178
|
|
|
|
–
|
|
|
|
–
|
|
Total non-current liabilities
|
|
|
|
|
9,913
|
|
|
|
8,957
|
|
|
|
34,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings - short term portion
|
|
29
|
|
|
408
|
|
|
|
529
|
|
|
|
–
|
|
Cash-settled share-based payment - short term portion
|
|
30.1
|
|
|
336
|
|
|
|
–
|
|
|
|
–
|
|
Lease liabilities - short term portion
|
|
12
|
|
|
61
|
|
|
|
349
|
|
|
|
–
|
|
Income taxes payable
|
|
16
|
|
|
495
|
|
|
|
163
|
|
|
|
1,538
|
|
Trade and other payables
|
|
31
|
|
|
8,664
|
|
|
|
8,348
|
|
|
|
10,051
|
|
Overdraft
|
|
20
|
|
|
–
|
|
|
|
490
|
|
|
|
–
|
|
Liabilities associated with assets held for sale
|
|
21
|
|
|
–
|
|
|
|
–
|
|
|
|
609
|
|
Total current liabilities
|
|
|
|
|
9,964
|
|
|
|
9,879
|
|
|
|
12,198
|
|
Total liabilities
|
|
|
|
|
19,877
|
|
|
|
18,836
|
|
|
|
46,885
|
|
Total equity and liabilities
|
|
|
|
|
177,920
|
|
|
|
143,553
|
|
|
|
125,693
|
|
The accompanying notes on pages 8 to 66
are an integral part of these consolidated financial statements.
*
|
The Group
voluntarily changed its disclosure policy for exploration and evaluation assets to be disclosed separately as Exploration
and evaluation assets rather than as part of Property, plant and equipment; similarly lease liabilities
were classified separately from trade and other payables (refer to note 4(b)(i) and 4(b)(ii)). The new disclosure
policies were adopted from December, 2020 and have been applied retrospectively.
|
Caledonia Mining Corporation Plc
|
Consolidated statements of
changes in equity
(in thousands of United States Dollars, unless indicated
otherwise)
|
|
Note
|
|
Share
capital
|
|
|
Foreign
currency
translation
reserve
|
|
|
Contributed
surplus
|
|
|
Equity-
settled
share-based
payment
reserve
|
|
|
Retained
loss
|
|
|
Total
|
|
|
Non-
controlling
interests
(NCI)
|
|
|
Total
equity
|
|
Balance January 1, 2018
|
|
|
|
|
55,102
|
|
|
|
(5,885
|
)
|
|
|
132,591
|
|
|
|
16,746
|
|
|
|
(135,287
|
)
|
|
|
63,267
|
|
|
|
5,944
|
|
|
|
69,211
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared
|
|
34
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,908
|
)
|
|
|
(2,908
|
)
|
|
|
(589
|
)
|
|
|
(3,497
|
)
|
Equity-settled share-based payment
|
|
30.2
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14
|
|
|
|
-
|
|
|
|
14
|
|
|
|
-
|
|
|
|
14
|
|
Total comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,766
|
|
|
|
10,766
|
|
|
|
2,990
|
|
|
|
13,756
|
|
Other comprehensive income for the year
|
|
|
|
|
-
|
|
|
|
(676
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(676
|
)
|
|
|
-
|
|
|
|
(676
|
)
|
Balance December 31, 2018
|
|
|
|
|
55,102
|
|
|
|
(6,561
|
)
|
|
|
132,591
|
|
|
|
16,760
|
|
|
|
(127,429
|
)
|
|
|
70,463
|
|
|
|
8,345
|
|
|
|
78,808
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared
|
|
34
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,969
|
)
|
|
|
(2,969
|
)
|
|
|
(426
|
)
|
|
|
(3,395
|
)
|
Shares issued - share-based payment
|
|
30.1
|
|
|
963
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
963
|
|
|
|
-
|
|
|
|
963
|
|
Total comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
42,018
|
|
|
|
42,018
|
|
|
|
8,383
|
|
|
|
50,401
|
|
Other comprehensive income for the year
|
|
|
|
|
-
|
|
|
|
(2,060
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,060
|
)
|
|
|
-
|
|
|
|
(2,060
|
)
|
Balance at December 31, 2019
|
|
|
|
|
56,065
|
|
|
|
(8,621
|
)
|
|
|
132,591
|
|
|
|
16,760
|
|
|
|
(88,380
|
)
|
|
|
108,415
|
|
|
|
16,302
|
|
|
|
124,717
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared
|
|
34
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,887
|
)
|
|
|
(3,887
|
)
|
|
|
(655
|
)
|
|
|
(4,542
|
)
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- share-based payment
|
|
30.1
|
|
|
216
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
216
|
|
|
|
-
|
|
|
|
216
|
|
- options exercised
|
|
24
|
|
|
30
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30
|
|
|
|
-
|
|
|
|
30
|
|
- equity raise (net of transaction cost) ~
|
|
24
|
|
|
12,538
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,538
|
|
|
|
-
|
|
|
|
12,538
|
|
- Blanket shares purchased from Fremiro
|
|
6
|
|
|
5,847
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,247
|
)
|
|
|
-
|
|
|
|
3,600
|
|
|
|
(3,600
|
)
|
|
|
-
|
|
Total comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
20,780
|
|
|
|
20,780
|
|
|
|
4,477
|
|
|
|
25,257
|
|
Other comprehensive income for the year
|
|
|
|
|
-
|
|
|
|
(173
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(173
|
)
|
|
|
-
|
|
|
|
(173
|
)
|
Balance at December 31, 2020
|
|
|
|
|
74,696
|
|
|
|
(8,794
|
)
|
|
|
132,591
|
|
|
|
14,513
|
|
|
|
(71,487
|
)
|
|
|
141,519
|
|
|
|
16,524
|
|
|
|
158,043
|
|
The accompanying notes on pages 8 to 66
are an integral part of these consolidated financial statements.
~
|
The
Company raised equity for the construction of the solar plant by way of an At The Market
(“ATM”) equity offer on the NYSE American. Gross proceeds of $13,000 were
raised pursuant to the ATM sales agreement with Cantor Fitzgerald & Co. at a transaction
cost of $462.
|
Caledonia Mining Corporation Plc
|
Consolidated statements of
cash flows
For the years ended December 31
(in thousands of United States Dollars, unless indicated
otherwise)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
|
|
2020
|
|
|
2019 *
|
|
|
2018*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash generated from operations
|
|
32
|
|
|
37,967
|
|
|
|
23,885
|
|
|
|
21,119
|
|
Interest received
|
|
|
|
|
56
|
|
|
|
146
|
|
|
|
53
|
|
Interest paid
|
|
|
|
|
(405
|
)
|
|
|
(454
|
)
|
|
|
(161
|
)
|
Tax paid
|
|
16
|
|
|
(6,656
|
)
|
|
|
(5,517
|
)
|
|
|
(3,344
|
)
|
Net cash from operating activities
|
|
|
|
|
30,962
|
|
|
|
18,060
|
|
|
|
17,667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows used in investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
|
|
|
|
(25,081
|
)
|
|
|
(19,852
|
)
|
|
|
(20,192
|
)
|
Acquisition of exploration and evaluation assets
|
|
|
|
|
(2,759
|
)
|
|
|
(172
|
)
|
|
|
–
|
|
Purchase of derivative financial asset
|
|
|
|
|
(1,058
|
)
|
|
|
–
|
|
|
|
–
|
|
Proceeds from disposal of subsidiary
|
|
21.2
|
|
|
900
|
|
|
|
1,000
|
|
|
|
–
|
|
Net cash used in investing activities
|
|
|
|
|
(27,998
|
)
|
|
|
(19,024
|
)
|
|
|
(20,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid
|
|
|
|
|
(4,542
|
)
|
|
|
(3,395
|
)
|
|
|
(3,497
|
)
|
Term loan proceeds
|
|
29
|
|
|
–
|
|
|
|
2,340
|
|
|
|
6,000
|
|
Term loan transaction costs
|
|
29
|
|
|
–
|
|
|
|
(46
|
)
|
|
|
(60
|
)
|
Term loan repayments
|
|
29
|
|
|
(574
|
)
|
|
|
–
|
|
|
|
(1,500
|
)
|
Payment of lease liabilities
|
|
12
|
|
|
(118
|
)
|
|
|
(124
|
)
|
|
|
–
|
|
Shares issued - equity raise (net of transaction cost)
|
|
24
|
|
|
12,538
|
|
|
|
–
|
|
|
|
–
|
|
Share options exercised
|
|
|
|
|
30
|
|
|
|
–
|
|
|
|
–
|
|
Net cash from/ (used in) financing activities
|
|
|
|
|
7,334
|
|
|
|
(1,225
|
)
|
|
|
943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase/ (decrease) in cash and cash equivalents
|
|
|
|
|
10,298
|
|
|
|
(2,189
|
)
|
|
|
(1,582
|
)
|
Effect of exchange rate fluctuations on cash held
|
|
|
|
|
(99
|
)
|
|
|
(105
|
)
|
|
|
13
|
|
Net cash and cash equivalents at the beginning of the year
|
|
|
|
|
8,893
|
|
|
|
11,187
|
|
|
|
12,756
|
|
Net cash and cash equivalents at the end of the year
|
|
20
|
|
|
19,092
|
|
|
|
8,893
|
|
|
|
11,187
|
|
The accompanying notes on pages 8 to 66
are an integral part of these consolidated financial statements.
*
|
The Group voluntarily changed its disclosure policy
for exploration and evaluation assets to be disclosed separately as Acquisition of exploration and evaluation assets rather
than as part of Acquisition of property, plant and equipment (refer to note 4(b)(i)). The new disclosure policy
was adopted from December 10, 2020 and has been applied retrospectively.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
Caledonia Mining Corporation
Plc (the “Company”) is a company domiciled in Jersey, Channel Islands. The Company’s registered office address
is B006 Millais House, Castle Quay, St Helier, Jersey, Channel Islands. These consolidated financial statements of the Company
and its subsidiaries (the “Group”) comprise the consolidated statements of financial position as at December 31, 2020,
2019 and January 1, 2019, the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash
flows for each of the years ended December 31, 2020, 2019 and 2018, notes, significant accounting policies and other explanatory
information. The Group’s primary involvement is in the operation of a gold mine and the exploration and development of mineral
properties for precious metals.
Caledonia’s shares are
listed on the NYSE American stock exchange (symbol - “CMCL”). Depository interests in Caledonia’s shares are
admitted to trading on AIM of the London Stock Exchange plc (symbol - “CMCL”). Caledonia voluntary delisted from the Toronto
Stock Exchange (the “TSX”) on June 19, 2020. After the delisting the Company remains a Canadian reporting
issuer and has to comply with Canadian securities laws unless and until it can demonstrate that
less than 2% of its beneficial shareholders are Canadian residents.
|
i)
|
Statement of compliance
|
The consolidated financial statements
have been prepared on a going concern basis, in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements
were authorised for issue by the Board of Directors on March 22, 2021.
The consolidated financial statements
have been prepared on the historical cost basis except for:
|
·
|
cash-settled share-based
payment arrangements measured at fair value on grant and re-measurement dates;
|
|
·
|
equity-settled share-based
payment arrangements measured at fair value on the grant date; and
|
|
·
|
derivative financial instruments
measured at fair value.
|
These consolidated financial
statements are presented in United States Dollars (“$” or “US Dollar” or “USD”), which is also
the functional currency of the Company. All financial information presented in United States Dollars has been rounded to the nearest
thousand, unless indicated otherwise. Refer to note 11 for changes to the Zimbabwean real-time gross settlement, bond notes or
bond coins (“RTGS$”) and its effect on the statement of profit or loss and other comprehensive income.
|
3
|
Use of accounting assumptions, estimates and judgements
|
In preparing these consolidated
financial statements, management has made accounting assumptions, estimates and judgements that affect the application of the Group’s
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognised prospectively.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
3
|
Use of accounting assumptions, estimates and judgements (continued)
|
|
(a)
|
Assumptions and estimation uncertainties
|
|
i)
|
Depreciation of property, plant and equipment
|
Depreciation on mine development,
infrastructure and other assets in the production phase is computed on the units-of-production method over the life-of-mine based
on the estimated quantities of reserves (proven and probable) and resources (measured, indicated and inferred), which are planned
to be extracted in the future from known mineral deposits. Where items have a shorter useful life than the life-of-mine, the mine
development, infrastructure and other assets are depreciated over their useful life. Confidence in the existence, commercial viability
and economical recovery of reserves and resources included in the life-of-mine may be based on historical experience and available
geological information. This is in addition to the drilling results obtained by the Group and management’s knowledge of the
geological setting of the surrounding areas, which would enable simulations and extrapolations to be done with a sufficient degree
of accuracy. In instances where management is able to demonstrate the economic recovery of resources with a high level of confidence,
such additional resources, are included in the calculation of depreciation.
Other items of property, plant
and equipment are depreciated as described in note 5(g)(iii).
|
ii)
|
Mineral reserves and resources
|
Mineral reserves and resources
are estimates of the amount of product that can be economically and legally extracted. In order to calculate the reserves and resources,
estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to
quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity prices and exchange rates.
Estimating the quantity and grade of mineral reserves and resources requires the size, shape and depth of orebodies to be determined
by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult
geological assumptions and calculations to interpret the data. Estimates of mineral reserves and resources may change due to the
change in economic assumptions used to estimate mineral reserves and resources and due to additional geological data becoming available
during the course of operations.
The Group estimates its reserves
(proven and probable) and resources (measured, indicated and inferred) based on information compiled by a Qualified Person in terms
of the Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) relating
to geological and technical data of the size, depth, shape and grade of the ore body and suitable production techniques and recovery
rates. Such an analysis requires geological and engineering assumptions to interpret the data. These assumptions include:
|
·
|
correlation between
drill-holes intersections where multiple reefs are intersected;
|
|
·
|
continuity of mineralisation
between drill-hole intersections within recognised reefs; and
|
|
·
|
appropriateness
of the planned mining methods.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
3
|
Use of accounting assumptions, estimates and judgements (continued)
|
|
(a)
|
Assumptions and estimation uncertainties (continued)
|
|
ii)
|
Mineral reserves and resources (continued)
|
The Group estimates and reports
reserves and resources in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”)
- CIM Definition Standards for Mineral Resources and Mineral Reserves. Complying with the CIM code, NI 43-101 requires the use
of reasonable assumptions to calculate the recoverable resources. These assumptions include:
|
·
|
the gold price based
on current market price and the Group’s assessment of future prices;
|
|
·
|
estimated future
on-mine costs, sustaining and non-sustaining capital expenditures;
|
|
·
|
dimensions and extent,
determined both from drilling and mine development, of ore bodies; and
|
|
·
|
planned future production
from measured, indicated and inferred resources.
|
Changes in reported reserves
and resources may affect the Group’s financial results and position in several ways, including the following:
|
·
|
asset carrying values
may be affected due to changes in the estimated cash flows (i.e. Impairment);
|
|
·
|
depreciation and
amortisation charges to profit or loss may change as these are calculated on the unit-of production method or where useful lives
of an asset change; and
|
|
·
|
decommissioning,
site restoration and environmental provisions and resources which may affect expectations about the timing or cost of these activities.
|
|
iii)
|
Blanket mine’s indigenisation transaction
|
The initial indigenisation transaction
and modifications to the indigenisation transaction of Blanket Mine (1983) (Private) Limited (“Blanket Mine”) required
management to make significant assumptions and estimates which are explained in note 6.
|
iv)
|
Site restoration provision
|
The site restoration provision
has been calculated for the Blanket Mine based on an independent analysis of the rehabilitation costs as performed in 2018. Assumptions
and estimates are made when determining the inflationary effect on current restoration costs and the discount rate to be applied
in arriving at the present value of the provision where the time value of money effect is significant. Assumptions, based on the
current economic environment, have been made that management believes are a reasonable basis for estimating 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 the provision from period to period. Actual rehabilitation costs will ultimately
depend on future market prices for the rehabilitation. The final cost of the currently recognised site rehabilitation provision
may be higher or lower than currently provided for (refer to note 28).
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
3
|
Use of accounting assumptions, estimates and judgements (continued)
|
|
(a)
|
Assumptions and estimation uncertainties (continued)
|
|
v)
|
Exploration and evaluation (“E&E”) assets
|
The Group also makes assumptions
and estimates regarding the possible impairment of E&E assets by evaluating whether it is likely that future economic benefits
will flow to the Group, which may be based on assumptions about future events or circumstances. Assumptions and estimates made
may change if new information becomes available. If information becomes available suggesting that the recovery of expenditures
is unlikely, the amount capitalised is written off in profit or loss in the period the new information becomes available. The recoverability
of the carrying amount of exploration and evaluation assets depends on the availability of sufficient funding to bring the properties
into commercial production, the price of the products to be recovered and the undertaking of profitable mining operations. As a
result of these uncertainties, the actual amount recovered may vary significantly from the carrying amount.
Significant assumptions and estimates
are required in determining the provision for income taxes. There are many transactions and calculations undertaken during the
ordinary course of business for which the ultimate tax determination is uncertain. In 2019 the Zimbabwe Revenue Authority (“ZIMRA”)
issued Public Notice 26 (“PN26”) effective from February 22, 2019. PN26 provided clarity on the interpretation of Section
4 (a) of the Finance Act [Chapter 23.04] of Zimbabwe, which requires a company earning taxable income to pay tax in the same or
other specified currency that the income is earned. PN 26 clarifies that the calculation of taxable income be expressed in RTGS$
and that the payment of the tax payable, determined in RTGS$, be paid in the ratio of turnover earned. The application of PN26
resulted in a significant reduction in the deferred tax liability and the Group recorded the best estimate of the tax liability.
The clarification of PN26 was applied prospectively and had no impact on comparative amounts.
Management believes they have
adequately provided for the probable outcome of tax related matters; however, the final outcome or future outcomes anticipated
in calculating the tax liabilities may result in a materially different outcome than the amount included in the tax liabilities.
In addition, The Group further makes assumptions and estimates when recognising deferred tax assets relating to tax losses carried
forward to the extent that there are sufficient future taxable temporary differences (deferred tax liabilities) relating to the
same taxation authority and the same taxable entity against which the unused tax losses may be utilised or sufficient estimated
future taxable income against which the losses can be utilised.
|
vii)
|
Share-based payment transactions
|
Equity-settled share-based
payment arrangements
The Group measures the cost of
equity-settled share-based payment transactions with employees, directors and Blanket’s indigenous shareholders (refer notes
6 and 30.2) by reference to the fair value of the equity instruments on the date at which they are granted. Estimating fair value
for share-based payment transactions requires determining the appropriate valuation model and considering the terms and conditions
of the grant. This estimate also requires determining the most appropriate inputs to the valuation model, including the expected
life of the share option, volatility and dividend yield. Additional information about significant assumptions and estimates for
estimating fair value for share-based payment transactions are disclosed in note 30.2.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
3
|
Use of accounting assumptions, estimates and judgements (continued)
|
|
(a)
|
Assumptions and estimation uncertainties (continued)
|
|
vii)
|
Share-based payment transactions (continued)
|
Where the Company granted the
counterparty to a share-based payment award the choice of settlement in cash or shares, the equity component is measured as the
difference between the fair value of the goods and services and the fair value of the cash-settled share-based payment liability
at the date when the goods and services are received at the measurement date. For transactions with employees, the equity component
is zero.
Option pricing models require
the input of assumptions, including the expected price volatility. Changes in the subjective input assumptions can materially affect
the fair value estimate. Therefore, the existing models may not necessarily provide a reliable single measure of the fair value
of the Group’s share options.
Cash-settled share-based payment
arrangements
The fair value of the amount
payable to employees regarding share-based awards that will be settled in cash is recognised as an expense with a corresponding
increase in liabilities over the period over which the employee becomes unconditionally entitled to payment. The liability is re-measured
at each reporting date. Any change in the fair value of the liability is recognised in profit or loss.
Additional information about
significant assumptions and estimates used to determine the fair value of cash settled share-based payment transactions are disclosed
in note 30.1.
Non-financial assets
At each reporting date, the Group
determines if impairment indicators exist, and if present, performs an impairment review of the non-financial assets held in the
Group. The exercise is subject to various assumptions and estimates.
Non-derivative financial assets
The Group uses a simplified
approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These
are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the
financial instrument. The Company uses its historical experience, external indicators and forward-looking information to calculate
the expected credit losses using a provision matrix.
Judgement is required when assessing
whether the Group controls an entity or not. Controlled entities are consolidated. Further information is given in notes 5(a) and
6.
Refer to note 5(b)(ii) for judgement
applied to determine functional currency of entities in the Group and the interbank rate of exchange to translate the RTGS$.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
4
|
Change in significant accounting policies and disclosure policies
|
|
(a)
|
Change in significant accounting policies required by IFRS
|
The following standards and interpretations
apply for the first time to the financial reporting periods commencing on or after January 1, 2020. These changes were adopted
from January 1, 2020 and do not have a material effect on the Group’s financial statements.
|
i)
|
IAS 1 Presentation of Financial Statements & IAS 8 Accounting Policies, Changes
in Accounting Estimates and Errors
|
The amendment clarifies the definition
of material and makes it easier to understand. The change provides guidance on how the definition should be applied. The change
in the definition now ensures that the definition is consistent across all IFRS standards and the Conceptual Framework.
The definition of material omissions
or misstatements from IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors has been removed.
The Group has completed its assessment
of the impact of IAS 1 and 8 and concluded that the new standards did not have a material impact on the consolidated financial
statements.
|
ii)
|
Revised Conceptual Framework for Financial Reporting
|
The IASB decided to revise the
Conceptual Framework because certain important issues were not covered and certain guidance was unclear or out of date. The revised
Conceptual Framework, includes:
|
·
|
new concepts on
measurement including factors to be considered when selecting the measurement basis;
|
|
·
|
new concepts on
presentation and disclosure, including when to classify income and expenses in other comprehensive income;
|
|
·
|
new guidance on
when assets and liabilities are removed from financial statements;
|
|
·
|
updated definitions
of an asset and liability;
|
|
·
|
updated recognition
criteria for including assets and liabilities in financial statements; and
|
|
·
|
clarified the concepts
of prudence, stewardship, measurement uncertainty and substance over form.
|
The IASB also updated references
to the Conceptual Framework in IFRS Standards by issuing amendments to references to the Conceptual Framework in IFRS Standards.
The Group has completed its assessment of the impact and concluded that the new standard did not have a material impact on the
consolidated financial statements.
|
(b)
|
Voluntary change of disclosure policies
|
|
i)
|
Exploration and evaluation assets to be disclosed separately from Property, plant and equipment
|
Previously exploration and evaluation
assets were disclosed as part of Property, plant and equipment. Under the new disclosure policy exploration and evaluation assets
are disclosed separately as Exploration and evaluation assets from the earliest period presented.
The new disclosure policy was
adopted from December 10, 2020 and has been applied retrospectively. Management purchased two new mining options during 2020 and
the change in disclosure policy provides more detail on the new and existing Exploration and evaluation assets. Management implemented
the change in disclosure policy to provide increased transparency on exploration and evaluation assets in line with management’s
focus to purchase and explore mining assets.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
4
|
Change in significant accounting policies and disclosure policies (continued)
|
|
(b)
|
Voluntary change of disclosure policies (continued)
|
|
i)
|
Exploration and evaluation assets to be disclosed separately from Property, plant and equipment
(continued)
|
The voluntary change in disclosure
policy resulted in the cost of property, plant and equipment presented in the consolidated statements of financial position reducing
with an amount of $6,768 (2019: $7,139, January 1, 2019: $6,967). Further, the Acquisition of property, plant and equipment line
item in the consolidated statements of cash flow decreased by an amount of $2,759 (2019: $172, January 1, 2019: $Nil), while the
Acquisition of exploration and evaluation assets line item increased with the same amount. The consolidated statement of changes
in equity and consolidated statements of profit or loss and other comprehensive income was not affected by the change.
|
ii)
|
Leases to be disclosed separately from Trade and other payables
|
Previously lease liabilities
were disclosed as part of Trade and other payables. Under the new disclosure policy lease liabilities are disclosed separately
as Lease liabilities – long term portion and Lease liabilities – short term portion from the earliest period presented.
The new disclosure policy was
adopted from December, 2020 and has been applied retrospectively. Management implemented the change in disclosure policy to provide
more detail on the maturity of lease contracts and to better assess the effect that leases have on the financial position, financial
performance and cash flows of the lessee.
The voluntary change in disclosure
policy resulted in Trade and other payables presented in the consolidated statements of financial position reducing by an amount
of $239 (2019: $349, January 1, 2019: $Nil) compared with the disclosure with the old policy in effect. Lease liabilities are presented
separately in the statement of financial position as current and non-current Lease liabilities. The consolidated statement of changes
in equity, statements of profit or loss and other comprehensive income and consolidated statements of cash flow were not affected
by the change.
|
5
|
Significant accounting policies
|
The accounting policies set
out below have been applied consistently to all periods presented in these consolidated financial statements. For changes in accounting
policies in the current year refer to notes 4(a) and 4(b).
|
(a)
|
Basis of consolidation
|
|
i)
|
Subsidiaries and structured entities
|
Subsidiaries and certain structured
entities are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variability
in returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences
until the date on which control ceases.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(a)
|
Basis of consolidation (continued)
|
When the Group loses control
over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related Non-controlling interests (“NCI”)
and other components of equity. Any gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary
is measured at fair value when control is lost.
|
iii)
|
Non-controlling interests
|
NCI is measured at their proportionate
share of the carrying amounts of the acquiree’s identifiable net assets at fair value at the acquisition date. Changes in
the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions
|
iv)
|
Transactions eliminated on consolidation
|
Intra-group balances and transactions,
and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised losses are eliminated
in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
As stated in note 2(iii) the
presentation currency of the Group is the United States Dollar. The functional currency of the Company and all its subsidiaries
is the United States Dollar except for the South African subsidiary that uses the South African Rand (“ZAR”) as its
functional currency. Subsidiary financial statements have been translated to the presentation currency as follows:
|
·
|
assets and liabilities
are translated using the exchange rate at year end; and
|
|
·
|
income, expenses
and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions.
|
When the settlement of a monetary
item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange
gains and losses arising from the item are considered to form part of the net investment in a foreign operation and are recognised
in Other Comprehensive Income (“OCI”).
If settlement is planned or
likely in the foreseeable future, foreign exchange gains and losses are included in profit or loss. When settlement occurs, the
settlement will not be regarded as a partial disposal and accordingly the foreign exchange gain or loss previously recognised in
OCI is not reclassified to profit or loss/reallocated to NCI.
When the Group disposes of its
entire interest in a foreign operation or loses control over a foreign operation, the foreign currency gains or losses accumulated
in OCI related to the foreign operation are reclassified to profit or loss. If the Group disposes of part of an interest in a foreign
operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in OCI related to
the subsidiary are reattributed between controlling and non-controlling interests.
All resulting translation differences
are reported in OCI and accumulated in the foreign currency translation reserve.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(b)
|
Foreign currency (continued)
|
|
ii)
|
Foreign currency translation
|
In preparing the financial statements
of the Group entities, transactions in currencies other than the functional currency (foreign currencies) of these Group entities
are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary assets and
liabilities are translated using the current foreign exchange rate. Non-monetary assets and liabilities are translated using the
historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are
included in profit or loss for the year.
On October 1, 2018 the RBZ pegged
the RTGS$ at 1:1 to the US Dollar and on February 20, 2019 issued a further monetary policy statement, which allowed inter-bank
trading between RTGS$ and foreign currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 81.79 RTGS$
(2019: 16.77 RTGS$, 2018: 1 RTGS$) to 1 US Dollar as at December 31, 2020.
Further, the Reserve Bank of
Zimbabwe (“RBZ”) issued a directive to Zimbabwean banks to separate foreign currency (“Foreign currency”)
and RTGS$ for bank accounts held by clients on October 1, 2018. Subsequent to the directive, the RBZ announced that 30% of Blanket
Mine’s gold proceeds will be received in Foreign currency (i.e., United States Dollars) and the remainder received as RTGS$.
From November 12, 2018 the RBZ increased the Foreign currency allocation from 30% to 55%, with the remainder received as RTGS$.
The RBZ increased the Foreign currency allocation with effect from May 26, 2020 from 55% to 70% and decreased the Foreign currency
allocation with effect from January 8, 2021 from 70% to 60% with the remainder received as RTGS$. The allocation percentages remained
in effect up to the date of approval of these financial statements. Further, the Company participated in the Foreign currency auction
introduced by the Zimbabwean Government to exchange RTGS$ for US Dollars during 2021 and obtained allotments from the Reserve Bank.
In applying IAS 21, management
determined that the US Dollar remained the primary currency in which the Group’s Zimbabwean entities operate, as:
|
·
|
the majority of
revenue is received in US Dollars;
|
|
·
|
the gold price receivable
was calculated in US Dollars;
|
|
·
|
the majority of
costs are calculated by reference to the US Dollar if denominated in RTGS$ or is paid in US Dollars; and
|
|
·
|
Income tax liabilities
calculated in RTGS$ are settled predominantly in US Dollars.
|
The application of IAS 21, the
advent of SI 142 and the devaluation of the RTGS$ against the US Dollar had a significant impact on the US Dollar value of RTGS$
denominated Zimbabwean monetary assets and liabilities consolidated as part of the Group. Monetary items mostly affected include
monetary liabilities such as income and deferred tax liabilities, loans and borrowings, trade and other payables and to a lesser
extent monetary asset such as cash held in RTGS$.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
The Group recognises a right
of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus
any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
The right of use asset is subsequently
depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers
ownership of the underlying asset to the Group by the end of the lease term or the cost of the right of use asset reflects that
the Group will exercise a purchase option. In that case the right of use asset will be depreciated over the useful life of the
underlying asset, which is determined on the same basis as property, plant and equipment. Also, the right of use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially
measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the
Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental
borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the
terms of the lease and type of the asset leased.
Lease payments included in the
measurement of the lease liability comprise the following:
|
·
|
fixed payments,
including in-substance fixed payments;
|
|
·
|
variable lease payments
that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
|
|
·
|
amounts expected
to be payable under a residual value guarantee; and
|
|
·
|
the exercise price
under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group
is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably
certain not to terminate early.
|
The lease liability is measured
at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising
from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under
a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination
option or if there lease agreement changes in substance in terms of payment.
When the lease liability is
remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in profit
or loss if the carrying amount of the right of use asset has been reduced to zero.
The Group presents the right
of use assets that do not meet the definition of investment property as property, plant and equipment. Lease liabilities are presented
separately in the statement of financial position as current- and non-current Lease liabilities.
The Group has elected not to
recognise the right of use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment.
The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(d)
|
Financial instruments
|
|
i)
|
Non-derivative financial assets
|
Recognition and initial measurement
The Group holds only financial
assets measured at amortised cost and at fair value through profit or loss. Financial assets are initially recognised when the
Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without
a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value
through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without
a significant financing component is initially measured at the transaction price.
Classification and subsequent
measurement
On initial recognition, a financial
asset is classified as and measured at amortised cost or at fair value through profit or loss. Financial assets are not reclassified
subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case
all affected financial assets are reclassified on the first day of the first reporting period following the change in the business
model.
A financial asset is measured
at amortised cost if it meets both of the following conditions and is not designated at fair value through profit or loss:
|
·
|
it is held within
a business model whose objective is to hold assets to collect contractual cash flows; and
|
|
·
|
its contractual
terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
|
All financial assets of the Group
not classified as and measured at amortised cost are measured at fair value through profit or loss. On initial recognition, the
Group may irrevocably designate a financial asset, that otherwise meets the requirements to be measured at amortised cost, to fair
value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets at fair value through profit or loss are subsequently measured at fair value.
Net gains and losses are recognised
in profit or loss. Financial assets classified as and measured at amortised cost are subsequently measured at amortised cost using
the effective interest method. The amortised cost is reduced by impairment losses. Finance income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
The Group had the following non-derivative
financial assets:
Financial assets at amortised
cost
Financial assets at amortised
cost comprise loans and receivables included in Trade and other receivables. Loans and receivables are financial assets with fixed
or determinable payments that were not quoted in an active market. Such assets are recognised initially at fair value plus any
directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost
using the effective interest method, less any impairment losses. Refer to note 5(j)(i) for the impairment of receivables. Bad debts
were written off during the year in which they were identified. Finance income was recognised by applying the effective interest
rate, except for short-term receivables when the recognition of interest would be immaterial.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(d)
|
Financial instruments (continued)
|
|
ii)
|
Non-derivative financial instruments
|
Non-derivative financial liabilities
are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
Non-derivative financial liabilities
consist of bank overdrafts, loans and borrowings and trade and other payables.
Such financial liabilities are
recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial
liabilities are measured at amortised cost using the effective interest method.
|
iii)
|
Derivative financial instruments
|
The Group held Derivative financial
instruments to hedge its gold price exposure and invest excess short term Rands on hand at the South African subsidiary.
Derivatives are recognised initially
at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition,
derivatives are measured at fair value. The Group does not hold derivatives that are classified as cash flow hedges, embedded derivatives
or hedges that qualify as highly effective. Therefore, all changes in the fair value of derivative instruments are accounted for
in profit or loss.
Financial assets and liabilities
are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right
to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
|
(e)
|
Cash and cash equivalents
|
Cash and cash equivalents comprise
cash balances and call deposits with original maturities of three months or less. Bank overdrafts in 2019 were repayable on demand
and form an integral part of the Group’s cash management process. The 2019 bank overdraft was included as a component of
cash and cash equivalents for the purpose of the statement of cash flows.
Share capital is classified
as equity. Incremental costs directly attributable to the issue, consolidation and repurchase of fractional items of shares and
share options are recognised as a deduction from equity, net of any tax effects.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(g)
|
Property, plant and equipment
|
|
i)
|
Recognition and measurement
|
Items of property, plant and
equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that
are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and
direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the
costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying
assets. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from
disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss. Refer to note 5(j)(ii)
for the impairment of non-financial assets.
The cost of replacing a part
of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future
economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of
the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit
or loss as incurred.
Depreciation is calculated to
write off the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.
On commencement of commercial production, depreciation of mine development, infrastructure and other assets is calculated on the
unit-of-production method using the estimated measured, indicated and inferred resources which are planned to be extracted in terms
of Blanket’s life-of-mine plan (“LoMP”). Resources that are not included in the LoMP are not included in the
calculation of depreciation.
For other categories, depreciation
is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant
and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in
the asset.
Inferred resources are included
in the LoMP to the extent that there is a successful history of upgrading inferred resources. Blanket reports its resources inclusive
of reserves. As a result, resources included in the LoMP and hence in the calculation of depreciation include material from measured,
indicated and inferred resource classes as detailed below under the following types of resources:
|
·
|
Measured resources
– all proven reserve blocks plus 50% of the remnant pillar blocks.
|
|
·
|
Indicated resources
– all probable reserves plus indicated resources which occur within the mine extent as defined by the LoMP infrastructure.
|
|
·
|
Inferred resources
– inferred resources (discounted by approximately 30%) that are well defined in terms of geometry (position, width, extent)
falling within the planned infrastructure as per the LoMP.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(g)
|
Property, plant and equipment (continued)
|
|
iii)
|
Depreciation (continued)
|
In addition, inferred resources
are included in the LoMP if it is expected that the inferred resources can be economically recovered in the future. Economic recovery
is expected if a history can be proven that the recovered grade of the inferred resources exceeded the pay limit grade and when
this trend can be expected in the future and if it is economical to recover inclusive of the cost of the capital requirements to
access and extract the gold from the inferred resources. Refer to note 17 for the evaluation of the pay limit.
Land is not depreciated.
The calculation of the production
rate units could be affected to the extent that actual production in the future is different from the current forecast production
based on reserves and resources. This would generally result from the extent to which there are significant changes in any of the
factors or assumptions used in estimating mineral reserves and resources.
These factors include:
|
·
|
changes in mineral
reserves and resources;
|
|
·
|
differences between
actual commodity prices and commodity price assumptions;
|
|
·
|
unforeseen operational
issues at mine sites; and
|
|
·
|
changes in capital,
operating, mining, processing and reclamation costs, discount rates and foreign exchange rates.
|
The estimated useful lives for
the current and comparative years are as follows:
|
·
|
buildings 10 to
15 years (2019: 10 to 15 years; 2018: 10 to 15 years);
|
|
·
|
plant and equipment
10 years (2019: 10 years; 2018: 10 years);
|
|
·
|
fixtures and fittings
including computers 4 to 10 years (2019: 4 to 10 years; 2018: 4 to 10 years);
|
|
·
|
motor vehicles 4
years (2019: 4 years; 2018: 4 years);
|
|
·
|
right of use assets
3 to 6 years (determined by lease term); and
|
|
·
|
mine development,
infrastructure and other assets in production, units-of-production method.
|
Depreciation methods, useful
lives and residual values are reviewed each financial year and adjusted if appropriate. When parts of an item of property, plant
and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Assets under construction’s useful life and residual values will be assessed once the asset is available for use.
|
(h)
|
Exploration and evaluation assets
|
Exploration costs are capitalised
as incurred. The costs related to speculative drilling on unestablished orebodies at Blanket Mine, general administrative or overhead
costs are expensed as incurred. Exploration and evaluation costs capitalised are disclosed under Exploration and evaluation assets
(refer to note 4(b)(i) for the voluntary change in disclosure policy). Direct expenditures include such costs as materials used,
surveying costs, drilling costs, payments made to contractors, direct administrative costs and depreciation on property, plant
and equipment during the exploration phase.
Costs not directly attributable
to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year they occur.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(h)
|
Exploration and evaluation assets (continued)
|
Once the technical feasibility
and commercial viability of extracting the mineral resource have been determined, the property is considered to be a mine under
development and moved to the mine development, infrastructure and other asset category within property, plant and equipment. Capitalised
direct costs related to the acquisition, exploration and development of mineral properties remain capitalised until the properties
to which they relate are ready for their intended use, sold, abandoned or management has determined there to be impairment. Exploration
and evaluation assets are tested for impairment before the assets are transferred to mine development, infrastructure and other
assets.
Exploration and evaluations assets
are not depreciated.
Consumable stores are measured
at the lower of cost and net realisable value. The cost of consumable stores is based on the weighted average cost principle. It
includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing
them to their existing location and condition. Gold in process is measured at the lower of cost and net realisable value. The cost
of gold in process includes an appropriate share of production overheads based on normal operating capacity and is valued on the
weighted average cost principle. Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated costs of completion and selling expenses.
|
i)
|
Non-derivative financial assets (including receivables)
|
The Group applies the IFRS 9
simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant
financing component. In measuring the expected credit losses, the trade receivables have been assessed individually as they possess
different credit risk characteristics. Trade receivables have been assessed based on the days past due. The expected loss rates
are based on the payment profile for gold sales over the past 48 months prior to December 31, of each year reported. The historical
rates are adjusted to reflect current and forward looking macroeconomic factors affecting the customer’s ability to settle
the amount outstanding. However, given the short period exposed to credit risk the impact of these factors has not been considered
significant. Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure
to make payments within 90 days from lodgement date with Fidelity Printers and Refiners Limited (“Fidelity”) and failure
to engage with the Group on alternative payment arrangement, amongst others, are considered indicators of no reasonable expectation
of recovery.
The carrying amounts of the
Group’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine
whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of
disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(j)
|
Impairment (continued)
|
|
ii)
|
Non-financial assets (continued)
|
For the purpose of impairment
testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows
from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating
unit” or “CGU”). The Group’s corporate assets do not generate separate cash inflows. If there is an indication
that a CGU to which a corporate asset is allocated may be impaired, then the recoverable amount is determined for the CGU to which
the corporate asset belongs.
An impairment loss is recognised
if the carrying amount of a CGU exceeds its estimated recoverable amount. Impairment losses recognised in respect of CGUs are allocated
to reduce the carrying amount of assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior
years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss
is reversed if there has been an indication of reversal and a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
|
iii)
|
Impairment of Exploration and evaluation (“E&E”) assets
|
The test for impairment of E&E
assets can combine several CGUs as long as the combination is not larger than a segment. The definition of a CGU does, however,
change once development activities have begun. There are specific impairment triggers for E&E assets. Despite certain relief
in respect of impairment triggers and the level of aggregation, the impairment standard is applied in measuring the impairment
of E&E assets. Reversals of impairment losses are required in the event that the circumstances that resulted in impairment
have changed.
E&E assets are assessed for
impairment only when facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount.
Indicators of impairment include the following:
|
·
|
The entity's right
to explore in the specific area has expired or will expire in the near future and is not expected to be renewed.
|
|
·
|
Substantive expenditure
on further E&E activities in the specific area is neither budgeted nor planned.
|
|
·
|
The entity has not
discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided
to discontinue such activities in the specific area.
|
|
·
|
Even if development
is likely to proceed, the entity has sufficient data indicating that the carrying amount of the asset is unlikely to be recovered
in full from successful development or by sale.
|
|
i)
|
Short-term employee benefits
|
Short-term employee benefits
are expensed when the related services are provided. A liability is recognised for the amount expected to be paid if the Group
has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the
obligation can be estimated reliably.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(k)
|
Employee benefits (continued)
|
|
ii)
|
Defined contribution plans
|
A defined contribution plan
is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal
or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised
as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a
defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service
are discounted to their present value.
|
(l)
|
Share-based payment transactions
|
|
i)
|
Equity-settled share-based payments to employees and directors
|
The grant date fair value of
equity-settled share-based payment awards granted to employees and directors is recognised as an expense, with a corresponding
increase in equity, over the vesting period of the award. The amount recognised as an expense is adjusted to reflect the number
of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that meet the related service and non-market vesting conditions at the
vesting date.
Where the terms and conditions
of equity-settled share-based payments are modified, the increase in the fair value, measured immediately before and after the
modification date, is charged to profit or loss over the remaining vesting period or immediately for vested awards. Similarly,
where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in
profit or loss. Additional information about significant judgements, estimates and assumptions used to quantify the equity-settled
share-based payment transactions and modification are disclosed in note 30.2.
|
ii)
|
Cash-settled share-based payments to employees and directors
|
The grant date fair value of
cash-settled awards granted to employees and directors is recognised as an expense, with a corresponding increase in the liability,
over the vesting period of the awards. At each reporting date the fair value of the awards is re-measured with a corresponding
adjustment to profit or loss. The method of calculating the fair value of the cash-settled share-based payments changed during
quarter 1 of 2018 from the intrinsic valuation method to the Black-Scholes method. The Black-Scholes method includes the effect
of share volatility in calculating the fair value of the share-based payment awards. The change was applied prospectively and did
not have a significant effect on the liability value. Additional information about significant judgements, estimates and the assumptions
used to estimate the fair value of cash-settled share-based payment transactions are disclosed in note 30.1.
A provision is recognised if,
as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks
specific to the liability if the time value of money is considered significant. The unwinding of the discount is recognised as
a finance cost.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
The Group recognises liabilities
for statutory, contractual, constructive or legal obligations associated with the retirement of property, plant and equipment,
when those obligations result from the acquisition, construction, development or normal operation of these assets. The net present
value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalised
to mineral properties along with a corresponding increase in the rehabilitation provision in the period incurred. Future rehabilitation
costs are discounted using a pre-tax risk-free rate that reflects the time-value of money. The Group’s estimates of rehabilitation
costs, which are reviewed annually, could change as a result of changes in regulatory requirements, discount rates, effects of
inflation and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mineral
properties with a corresponding entry to the rehabilitation provision.
Revenue from the sale of precious
metals is recognised when the metal is accepted at the refinery, control is transferred and the receipt of proceeds is substantially
assured. Revenue is measured at the fair value of the receivable at the date of the transaction.
The Company recognises an unconditional
government grant related to gold proceeds in profit or loss as other income when the grant becomes receivable. Government grants
are initially recognised as deferred income at fair value if there is reasonable assurance that they will be received.
|
(q)
|
Finance income and finance cost
|
Finance income comprises interest
income on funds invested. Finance income is recognised as it accrues in profit or loss, using the effective interest method. Finance
cost comprise interest expense on the rehabilitation provisions, interest on bank overdraft balances, effective interest on leases,
loans and borrowings and also includes commitment costs on overdraft facilities. Finance cost is recognised in profit or loss using
the effective interest rate method and excludes borrowing costs capitalised.
Tax expense comprises current
and deferred tax. These expenses are recognised in profit or loss except to the extent that it relates to a business combination,
or items recognised directly in equity or in other comprehensive income.
Current tax is the tax payable
or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date.
Current tax includes withholding tax on management fees and dividends paid between companies within the Group.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
Deferred tax is recognised in
respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition
of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit
or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in
the foreseeable future.
Deferred tax is a monetary item
measured at the tax rates and in the currency that are expected to be applied when temporary differences reverse. The tax and exchange
rates are based on the laws that have been enacted, substantively enacted or the interbank exchange rates that prevail at the reporting
date.
A deferred tax asset is recognised
for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable
profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced
to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities
are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities
on a net basis.
The Group presents basic and
diluted earnings per share (“EPS”) data for its shares. Basic EPS is calculated by dividing the adjusted profit or
loss attributable to shareholders of the Group (see note 26) by the weighted average number of shares outstanding during the period,
adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted
average number of shares outstanding, adjusted for own shares held, for the effects of all dilutive potential shares, which comprise
share options granted to employees and directors as well as any dilution in Group earnings originating from dilutive partially
recognised non-controlling interests at a subsidiary level.
General and specific borrowing
costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during
the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets
that necessarily take a substantial period of time to get ready for their intended use or sale.
Other borrowing costs are expensed
in the period in which they are incurred and recognised as finance cost.
Non-current assets, or disposal
groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered
primarily through sale rather than through continuing use.
Such assets, or disposal groups,
are generally measured at the lower of their carrying amount or fair value less costs to sell. Impairment losses on initial classification
as held for sale or held for distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.
Once classified as held for sale
property, plant and equipment are no longer amortised or depreciated.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(v)
|
The following standards, amendments to standards and interpretations to existing
standards may possibly have an impact on the Group:
|
Standard/ Interpretation
|
Effective date
and expected
adoption date*
|
IAS 1
|
The amendments to IAS 1 Presentation
of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that
exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting.
Clarification is also given when it refers to the “settlement” of a liability.
The amendments could affect the classification
of liabilities, particularly for entities that previously considered management’s intentions to determine classification
and for some liabilities that can be converted into equity. They must be applied retrospectively in accordance with the normal
requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
The Group has completed its assessment
of the impact of IAS 1 and concluded that the standard amendments would not have a material impact on the consolidated financial
statements.
|
January 1, 2023
|
IAS 16
|
The amendment to IAS 16 Property, Plant
and Equipment (“PPE”) prohibits an entity from deducting from the cost of an item of PPE any proceeds received
from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing
whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial
performance of the asset is not relevant to this assessment.
The amounts of proceeds and costs relating
to items produced that are not an output of the entity’s ordinary activities must be disclosed separately.
The Group has completed its assessment
of the impact of IAS 16 and concluded that the standard amendment would not have a material impact on the consolidated financial
statements.
|
January 1, 2022
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
5
|
Significant accounting policies (continued)
|
|
(v)
|
The following standards, amendments to standards and interpretations to existing
standards may possibly have an impact on the Group: (continued)
|
Standard/ Interpretation
|
Effective date
and expected
adoption date*
|
IAS 37
|
Amendments to IAS 37 Provision, Contingent
Liabilities and Contingent Assets clarifies the Onerous contracts – Cost of Fulfilling a Contract. The amendments specify
which costs an entity includes in determining the cost of fulfilling a contract to assess whether the contract is onerous.
The amendments apply to contracts existing
at the date when the amendments are first applied. At the initial application date, the cumulative effect of applying the amendments
is recognised as an opening balance adjustment to retained earnings or other components of equity, as appropriate.
The Group has completed its assessment
of the impact of IAS 37 and concluded that the standard amendments would not have a material impact on the consolidated financial
statements.
|
January 1, 2022
|
Annual Improvements to IFRS Standards 2018–2020
|
The following improvements were finalised
in May 2020:
·
IFRS 9 Financial Instruments – clarifies which fees should be included in the 10% test for derecognition of financial
liabilities.
·
IFRS 16 Leases – amendment of illustrative example 13 to remove the illustration of payments from the lessor relating
to leasehold improvements, to remove any confusion about the treatment of lease incentives.
·
IFRS 1 First-time Adoption of International Financial Reporting Standards – allows entities that have measured their
assets and liabilities at carrying amounts recorded in their parent’s books also to measure any cumulative translation differences
using the amounts reported by the parent. This amendment will also apply to associates and joint ventures that have taken the same
IFRS 1 exemption.
The Group has completed its assessment
of the impact of the above standards and concluded that the standard amendments would not have a material impact on the consolidated
financial statements.
|
January 1, 2022
|
*
Annual periods ending on or after.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
6
|
Blanket Zimbabwe Indigenisation Transaction
|
On February 20, 2012 the Group
announced it had signed a Memorandum of Understanding (“MoU”) with the Minister of Youth, Development, Indigenisation
and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective
51% ownership interest in the Zimbabwean company owning the Blanket Mine (also referred to herein as “Blanket” or “Blanket
Mine” as the context requires) for a paid transactional value of $30.09 million. Pursuant to the above, members of the Group
entered into agreements with each indigenous shareholder to transfer 51% of the Group’s ownership interest in Blanket Mine
whereby it:
|
·
|
sold a 16% interest to the National Indigenisation and Economic Empowerment
Fund (“NIEEF”) for $11.74 million;
|
|
·
|
sold a 15% interest to Fremiro Investments (Private) Limited (“Fremiro”),
which is owned by indigenous Zimbabweans, for $11.01 million;
|
|
·
|
sold a 10% interest to Blanket Employee Trust Services (Private) Limited
(“BETS”) for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held
by the Blanket Mine Employee Trust (“Employee Trust”) with Blanket Mine’s employees holding participation units
in the Employee Trust; and
|
|
·
|
donated a 10% ownership interest to the Gwanda Community Share Ownership
Trust (“Community Trust”). In addition, Blanket Mine paid a non-refundable donation of $1 million to the Community
Trust.
|
The Group facilitated the vendor
funding of these transactions which is repaid by way of dividends from Blanket Mine. 80% of dividends declared by Blanket Mine
are used to repay such loans and the remaining 20% unconditionally accrues to the respective indigenous shareholders. Following
a modification to the interest rate on June 23, 2017, outstanding balances on these facilitation loans attract interest at a rate
of the lower of a fixed 7.25% per annum payable quarterly or 80% of the Blanket Mine dividend in the quarter. The timing of the
loan repayments depends on the future financial performance of Blanket Mine and the extent of future dividends declared by Blanket
Mine. The Group related facilitation loans were transferred as dividends in specie intra-group and now the loans and most of the
interest thereon is payable to the Company.
Accounting treatment
The directors of Caledonia Holdings
Zimbabwe (Private) Limited (“CHZ”), a wholly-owned subsidiary of the Company, performed a reassessment using the requirements
of IFRS 10: Consolidated Financial Statements (IFRS 10). It was concluded that CHZ should continue to consolidate Blanket Mine
after the indigenisation. The subscription agreements with the indigenous shareholders have been accounted for accordingly as a
transaction with non-controlling interests and as a share-based payment transaction.
The subscription agreements,
concluded on February 20, 2012, were accounted for as follows:
|
·
|
Non-controlling interests (“NCI”) were recognised on the portion
of shareholding upon which dividends declared by Blanket Mine will accrue unconditionally to equity holders as follows:
|
|
(a)
|
20% of the 16% shareholding of NIEEF;
|
|
(b)
|
20% of the 15% shareholding of Fremiro; and
|
|
(c)
|
100% of the 10% shareholding of the Community Trust.
|
|
·
|
This effectively
means that NCI was initially recognised at 16.2% of the net assets of Blanket Mine, until the completion of the transaction with
Fremiro, whereby the NCI reduced to 13.2% (see below).
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
6
|
Blanket Zimbabwe Indigenisation Transaction (continued)
|
Accounting treatment (continued)
The subscription agreements,
concluded on February 20, 2012, were accounted for as follows: (continued)
|
·
|
The remaining 80% of the shareholding of NIEEF and Fremiro was recognised
as non-controlling interests to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance
on the facilitation loans, including interest. At December 31, 2020 the attributable net asset value did not exceed the balance
on the respective loan account and thus no additional NCI was recognised.
|
|
·
|
The transaction with 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 exceeds the balance on the BETS facilitation loan, they
will accrue to the employees at the date of such declaration.
|
|
·
|
BETS is an entity 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.
|
Fremiro purchase agreement
On November 5, 2018 the Company
and Fremiro entered into a sale agreement for Caledonia to purchase Fremiro’s 15% shareholding in Blanket Mine. On January
20, 2020 all substantive conditions to the transaction were satisfied. The Company issued 727,266 shares to Fremiro for the cancellation
of their facilitation loan and purchase of Fremiro’s 15% shareholding in Blanket Mine. The transaction was accounted for
as a repurchase of a previously vested equity instrument. As a result, the Fremiro share of the NCI of $3,600 was derecognised,
shares were issued at fair value, the share-based payment reserve was reduced by $2,247 and the Company’s shareholding in
Blanket Mine increased to 64% on the effective date.
Blanket Mine’s indigenisation shareholding
percentages and facilitation loan balances
|
|
|
|
|
|
|
|
|
|
|
Balance of facilitation loan #
|
|
USD
|
|
Shareholding
|
|
|
Effective interest
& NCI recognised
|
|
|
NCI subject to
facilitation loan
|
|
|
December 31,
2020
|
|
|
December 31,
2019
|
|
NIEEF
|
|
|
16
|
%
|
|
|
3.20
|
%
|
|
|
12.80
|
%
|
|
|
11,728
|
|
|
|
11,877
|
|
Fremiro
|
|
|
-&
|
|
|
|
-&
|
|
|
|
-&
|
|
|
|
-&
|
|
|
|
11,458
|
|
Community Trust
|
|
|
10
|
%
|
|
|
10.00
|
%
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
BETS ~
|
|
|
10
|
%
|
|
|
–
|
|
|
|
–
|
|
|
|
7,447
|
|
|
|
7,639
|
|
|
|
|
36
|
%
|
|
|
13.20
|
%
|
|
|
12.80
|
%
|
|
|
19,175
|
|
|
|
30,974
|
|
*
|
|
The
shares held by BETS are effectively treated as treasury shares (see above).
|
~
|
|
Accounted
for under IAS19 Employee Benefits.
|
&
|
|
After
Fremiro repurchase on January 20, 2020.
|
#
|
|
Facilitation
loans are accounted for as equity instruments and are accordingly not recognised as loans
receivable.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
6
|
Blanket Zimbabwe Indigenisation Transaction (continued)
|
Blanket Mine’s indigenisation shareholding
percentages and facilitation loan balances (continued)
The balance on the facilitation
loans is reconciled as follows:
Balance at January 1, 2019
|
|
|
30,986
|
|
Finance cost accrued
|
|
|
1,609
|
|
Dividends used to repay loans
|
|
|
(1,621
|
)
|
Balance at December 31, 2019
|
|
|
30,974
|
|
Cancellation of Fremiro loan
|
|
|
(11,458
|
)
|
Finance cost accrued
|
|
|
1,396
|
|
Dividends used to repay loan
|
|
|
(1,737
|
)
|
Balance at December 31, 2020
|
|
|
19,175
|
|
Advance dividend loans and
balances
In anticipation of completing
the underlying subscription agreements, Blanket Mine agreed to advance dividend arrangements with NIEEF and the Community Trust.
Advances made to the Community Trust against their right to receive dividends declared by Blanket Mine on their shareholding are
as follows:
|
·
|
a $2 million payment on or before September 30, 2012;
|
|
·
|
a $1 million payment on or before February 28, 2013; and
|
|
·
|
a $1 million payment on or before April 30, 2013.
|
These advance payments were debited
to a loan account bearing interest at a rate at the lower of a fixed 7.25% per annum, payable quarterly or the Blanket Mine dividend
in the quarter to the advanced dividend loan holder. The loan is repayable by way of set-off of future dividends on the Blanket
Mine shares owned by the Community Trust. Advances made to NIEEF as an advanced dividend loan before 2013 have been settled through
Blanket Mine dividend repayments in 2014. The advance dividend payments were recognised as distributions to shareholders and they
are classified as equity instruments. The loans arising are not recognised as loans receivables, because repayment is by way of
uncertain future dividends.
Amendments to advanced dividend loan agreements
Advance dividend loan modification - Community
Trust
On February 27, 2020, the Group,
Blanket Mine and the indigenous shareholders of Blanket Mine reached an agreement to change the repayment terms of the advance
dividend loan to the Community Trust. The amendment allowed that 20% of the Community Trust share of the Blanket dividend accrues
on declaration of the dividend and that the remaining 80% be applied to the advance dividend loan from February 27, 2020. The modification
was not considered beneficial to the indigenous shareholders.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
6
|
Blanket Zimbabwe Indigenisation Transaction (continued)
|
Amendments to advanced dividend loan agreements
(continued)
The movement in the advance
dividend loan to the Community Trust is reconciled as follows:
|
|
Total
|
|
|
|
|
|
Balance at January 1, 2019
|
|
|
2,053
|
|
Finance cost accrued
|
|
|
104
|
|
Dividends used to repay advance dividend loan
|
|
|
(525
|
)
|
Balance at December 31, 2019
|
|
|
1,632
|
|
Finance cost accrued
|
|
|
98
|
|
Dividends used to repay advance dividend loan
|
|
|
(736
|
)
|
Balance at December 31, 2020
|
|
|
994
|
|
|
7
|
Financial risk management
|
Overview
The Group has exposure to the
following risks from its use of financial instruments:
|
·
|
Credit risk (refer
note 33)
|
|
·
|
Liquidity risk (refer
note 33)
|
|
·
|
Currency risk (refer
note 33)
|
|
·
|
Interest rate risk
(refer note 33)
|
This note and note 33 present
information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes
for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements.
The Group is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall
financial risk management program focuses on the preservation of capital and protecting current and future Group assets and cash
flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets.
The Board of Directors has the
responsibility to ensure that an adequate financial risk management policy is established and to approve the policy. The Group’s
Audit Committee oversees management’s compliance with the Group’s financial risk management policy.
Gold price hedges were entered
into to manage the possible effect of gold price fluctuations. The derivative financial instrument was entered into by the Company
for economic hedging purposes and not as a speculative investment. The fair value of the Group’s financial instruments approximates
their carrying value due to the short period to maturity.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
7
|
Financial risk management (continued)
|
Overview (continued)
The types of risk exposure and
the way in which such exposures are managed are described below:
Credit risk includes the risk
of a financial loss to the Group if a gold sales customer fails to meet its contractual obligation. Gold sales were made to Fidelity
in Zimbabwe during the year.
Liquidity risk is the risk that
will not enable the Group to meet its financial obligations as they fall due. The Group manages its liquidity risk by ensuring
sufficient cash availability to meet its likely cash requirements, after taking into account cash flows from operations and the
Group’s holdings of cash and cash equivalents. The Group believes that these sources will be sufficient to cover the anticipated
cash requirements. Senior management is also actively involved in the reviewing and approving of planned expenditures by regularly
monitoring cash flows from operations and anticipated investing and financing activities.
The Group is exposed to currency
risk on inter-company sales and purchases that are denominated in a currency other than the respective functional currencies of
Group entities. The Group does not use financial instruments to hedge its exposure to currency risk. To reduce exposure to currency
transaction risk, the Group regularly reviews the currency (i.e. RTGS$ or Foreign currency) in which it spends its cash to identify
and avoid specific expenditures in currencies that experience inflationary pressures. The Group aims to maintain cash and cash
equivalents in US Dollars to manage foreign exchange exposure as well as investing in a Gold ETF to avoid fluctuations in South
African Rand (refer to note 23) where cash spend is held in anticipation of South African Rand based expenses.
The Group is exposed to interest
rate risk arising from its cash and cash equivalents invested with financial institutions as well as its overdraft facility and
term loan. The Group has not entered into interest rate swap agreements and mitigates the interest rate risk by remaining in a
positive consolidated net cash position.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
When managing capital, the Group’s
objectives are to safeguard its ability to continue as a going concern in order to pursue the mining operations and exploration
potential of the mineral properties. The Group’s capital includes shareholders’ equity, comprising issued share capital,
reserves, accumulated other comprehensive income, accumulated deficit, bank loans and non-controlling interests.
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
158,043
|
|
|
|
124,717
|
|
|
|
78,808
|
|
The Group’s primary objective
regarding its capital management is to ensure that it has sufficient cash resources to maintain its on-going operations, provide
returns for shareholders, accommodate any rehabilitation provisions and pursue growth opportunities. As at December 31, 2020, the
Group is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital
risk management strategy.
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages
|
|
|
16,122
|
|
|
|
13,905
|
|
|
|
13,160
|
|
Consumable materials – Operations
|
|
|
14,938
|
|
|
|
13,020
|
|
|
|
12,143
|
|
Consumable materials – COVID-19
|
|
|
824
|
|
|
|
–
|
|
|
|
–
|
|
Electricity costs
|
|
|
8,312
|
|
|
|
6,383
|
|
|
|
9,313
|
|
Site restoration
|
|
|
–
|
|
|
|
–
|
|
|
|
84
|
|
Safety
|
|
|
708
|
|
|
|
525
|
|
|
|
592
|
|
Cash-settled share-based expense (note 30.1(a))
|
|
|
634
|
|
|
|
107
|
|
|
|
43
|
|
On mine administration
|
|
|
1,800
|
|
|
|
2,159
|
|
|
|
3,569
|
|
Pre-feasibility exploration costs
|
|
|
373
|
|
|
|
301
|
|
|
|
411
|
|
|
|
|
43,711
|
|
|
|
36,400
|
|
|
|
39,315
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Government grant – Gold sale export credit incentive
|
|
|
4,695
|
|
|
|
866
|
|
|
|
6,482
|
|
Government grant – Gold support price
|
|
|
-
|
|
|
|
1,064
|
|
|
|
-
|
|
Other
|
|
|
70
|
|
|
|
94
|
|
|
|
39
|
|
Greenstone Retirement Fund pay-out
|
|
|
-
|
|
|
|
250
|
|
|
|
-
|
|
Greenstone Provident Fund pay-out
|
|
|
-
|
|
|
|
-
|
|
|
|
363
|
|
Eersteling rock dump sale
|
|
|
-
|
|
|
|
-
|
|
|
|
217
|
|
|
|
|
4,765
|
|
|
|
2,274
|
|
|
|
7,101
|
|
Government grant – Gold sale export credit
incentive
The Reserve Bank of Zimbabwe (“RBZ”)
first announced an export credit incentive (“ECI”) on the gold proceeds received for all large-scale gold mine producers
during 2016. The ECI is calculated as a percentage of the gold proceeds less the charges of Fidelity.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
10
|
Other income (continued)
|
Government grant – Gold sale credit export
incentive (continued)
The below table indicates when the ECI
was applicable and the percentages granted, as announced by the Zimbabwean Government:
ECI applicable periods
|
Percentage
|
May 1, 2016 – December 31, 2017
|
3.5%
|
January 1, 2018 – January 31, 2018
|
2.5%
|
February 1, 2018 – February 20, 2019
|
10%
|
February 21, 2019 – March 9, 2020
|
0%
|
March 10, 2020 – June 26, 2020
|
25%
|
All incentives granted by the Zimbabwean
Government were included in other income when determined receivable. Incentives were received in Blanket Mine’s RTGS$ account.
The ECI fell away after June 26, 2020.
Government grant –
Gold support price
From March 6, 2019 it became apparent that
Blanket Mine’s sales proceeds received from Fidelity were calculated at a gross price of $44,000 per kilogram ($1,368.58
per ounce), which exceeded the prevailing London Bullion Market Association (“LBMA”) price. On May 12, 2019, the Company
received confirmation from Fidelity of this windfall receipt, called the “gold support price”, which has been implemented
to incentivise gold producers to increase gold production. The gold support price has not been received since the LBMA gold price
subsequently increased above $1,368.58 per ounce.
11
|
Net foreign exchange gain
|
On October 1, 2018 the RBZ issued
a directive to Zimbabwean banks to separate foreign currency from RTGS$ in the accounts held by their clients and pegged the RTGS$
at 1:1 to the US Dollar. On February 20, 2019 the RBZ issued a further monetary policy statement, which allowed inter-bank trading
between RTGS$ and foreign currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 81.79 RTGS$ to
1 US Dollar as at December 31, 2020 (2019: 16.77 RTG$, 2018: 1 RTG$). Throughout these announcements and to the date of issue of
these financial statements the US Dollar has remained the primary currency in which the Group’s Zimbabwean entities operate
and the functional currency of these entities.
Previously there was uncertainty
about what currency would be used to settle amounts owed to the Zimbabwe Government. The announcement of S.I. 142 clarified the
Zimbabwean Government’s intentions that these liabilities were always denominated in RTGS$ and that RTGS$ would be the currency
in which they would be settled. The devaluation of the deferred tax and electricity liabilities contributed the largest portion
of the foreign exchange gain set out below.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
11
|
Net foreign exchange gain (continued)
|
The table below illustrates
the effect the weakening of the RTGS$ and other foreign currencies had on the statement of profit or loss and other comprehensive
income.
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Unrealised foreign exchange gain
|
|
|
8,367
|
|
|
|
31,411
|
|
|
|
230
|
|
Realised foreign exchange loss
|
|
|
(4,062
|
)
|
|
|
(1,750
|
)
|
|
|
(7
|
)
|
Net foreign exchange gain
|
|
|
4,305
|
|
|
|
29,661
|
|
|
|
223
|
|
Leases as lessee
The Group leases administrative
offices. The leases, which the Group normally enters into, typically run for a period of 3 to 6 years, with an option to renew
the lease after that date. The two leases for the administrative offices expire in 2021 and 2025 respectively.
Information about leases for
which the Group is a lessee is presented below.
|
i)
|
Amounts recognised in the statement of financial position
|
Right of use assets
Right of use assets related
to leased properties that do not meet the definition of investment property are presented as part of property, plant and equipment
(refer note 17).
|
|
|
|
Balance at January 1, 2019
|
|
|
263
|
|
Depreciation
|
|
|
(112
|
)
|
Additions to right of use assets
|
|
|
248
|
|
Derecognition of right of use assets
|
|
|
(64
|
)
|
Foreign currency movement
|
|
|
2
|
|
Balance at December 31, 2019
|
|
|
337
|
|
Depreciation
|
|
|
(99
|
)
|
Foreign currency movement
|
|
|
(9
|
)
|
Balance at December 31, 2020
|
|
|
229
|
|
Lease liabilities
|
|
|
|
Balance at January 1, 2019
|
|
|
263
|
|
Additions to lease liability
|
|
|
195
|
|
Finance cost
|
|
|
17
|
|
Lease payments
|
|
|
(124
|
)
|
Foreign currency movement
|
|
|
(2
|
)
|
Balance at December 31, 2019
|
|
|
349
|
|
Finance cost
|
|
|
15
|
|
Lease payments
|
|
|
(118
|
)
|
Foreign currency movement
|
|
|
(7
|
)
|
Balance at December 31, 2020
|
|
|
239
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
ii)
|
Amounts recognised in profit or loss
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Finance cost on lease liabilities
|
|
|
15
|
|
|
|
17
|
|
|
|
–
|
|
Unrealised foreign exchange gain
|
|
|
(2
|
)
|
|
|
4
|
|
|
|
–
|
|
Depreciation
|
|
|
99
|
|
|
|
112
|
|
|
|
–
|
|
|
|
|
112
|
|
|
|
133
|
|
|
|
–
|
|
|
iii)
|
Amounts recognised in statement of cash flows
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Total cash outflow for leases - principal
|
|
|
118
|
|
|
|
124
|
|
|
|
–
|
|
Total cash outflow for leases - finance cost
|
|
|
(15
|
)
|
|
|
(17
|
)
|
|
|
–
|
|
|
iv)
|
Minimum lease payments
|
Minimum lease payments payable
on leases of right of use assets are as follows:
|
|
2020
|
|
|
|
|
|
Less than one year
|
|
|
61
|
|
One to two years
|
|
|
46
|
|
Two to three years
|
|
|
46
|
|
Three to four years
|
|
|
46
|
|
Four to five years
|
|
|
40
|
|
More than five years
|
|
|
–
|
|
|
|
|
239
|
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Intermediated Money Transaction Tax
|
|
|
451
|
|
|
|
354
|
|
|
|
116
|
|
Solar evaluation cost*
|
|
|
230
|
|
|
|
160
|
|
|
|
–
|
|
COVID-19 donations ~
|
|
|
1,322
|
|
|
|
–
|
|
|
|
–
|
|
Community and social responsibility cost
|
|
|
382
|
|
|
|
–
|
|
|
|
–
|
|
Other
|
|
|
–
|
|
|
|
8
|
|
|
|
12
|
|
Impairment of property, plant and equipment
|
|
|
–
|
|
|
|
144
|
|
|
|
208
|
|
Impairment of exploration and evaluation assets (note 21.1)
|
|
|
2,930
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
5,315
|
|
|
|
666
|
|
|
|
336
|
|
*
|
|
On
July 6, 2020 the Board appointed Voltalia as the contractor for engineering, procuring
and constructing a solar plant to be owned by a subsidiary of the Company. All solar
costs that were incurred before July 6, 2020 were accounted for as other expenses and
accounted through profit or loss. Solar costs incurred after approval by the Board are
accounted for as property, plant and equipment (refer to note 17) as it became clear
and probable that future economic benefits will flow to the project.
|
~
|
|
Blanket
Mine donated $840 towards the Zimbabwean Ministry of Mines and Development and $482 towards
a clinic in Gwanda, in helping to curb the spread of COVID-19 and the impacts thereof.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
14
|
Administrative expenses
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Investor relations
|
|
|
353
|
|
|
|
414
|
|
|
|
751
|
|
Audit fee
|
|
|
288
|
|
|
|
237
|
|
|
|
266
|
|
Advisory services fees
|
|
|
904
|
|
|
|
408
|
|
|
|
553
|
|
Listing fees
|
|
|
448
|
|
|
|
277
|
|
|
|
495
|
|
Directors fees – Company
|
|
|
323
|
|
|
|
240
|
|
|
|
225
|
|
Directors fees – Blanket
|
|
|
43
|
|
|
|
31
|
|
|
|
52
|
|
Employee costs
|
|
|
4,065
|
|
|
|
3,030
|
|
|
|
2,917
|
|
Other office administration cost
|
|
|
424
|
|
|
|
605
|
|
|
|
645
|
|
Management liability insurance
|
|
|
1,032
|
|
|
|
86
|
|
|
|
52
|
|
Travel costs
|
|
|
117
|
|
|
|
292
|
|
|
|
297
|
|
Eersteling Gold Mine administration costs
|
|
|
–
|
|
|
|
17
|
|
|
|
212
|
|
|
|
|
7,997
|
|
|
|
5,637
|
|
|
|
6,465
|
|
15
|
Finance income and finance cost
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Finance income received - Bank
|
|
|
62
|
|
|
|
146
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance cost - Term loan (note 29)
|
|
|
386
|
|
|
|
165
|
|
|
|
92
|
|
Finance cost - Capitalised to property, plant and equipment (note 17)
|
|
|
(53
|
)
|
|
|
(165
|
)
|
|
|
(92
|
)
|
Unwinding of rehabilitation provision (note 28)
|
|
|
2
|
|
|
|
20
|
|
|
|
20
|
|
Finance cost - Leases (note 12)
|
|
|
15
|
|
|
|
17
|
|
|
|
–
|
|
Finance cost - Overdraft
|
|
|
17
|
|
|
|
307
|
|
|
|
253
|
|
|
|
|
367
|
|
|
|
344
|
|
|
|
273
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
Tax recognised in profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current tax
|
|
|
9,492
|
|
|
|
7,311
|
|
|
|
3,783
|
|
Income tax - current year
|
|
|
8,969
|
|
|
|
6,802
|
|
|
|
2,523
|
|
Income tax - prior year (over)/ under provision
|
|
|
(54
|
)
|
|
|
29
|
|
|
|
1,075
|
|
Withholding tax - current year
|
|
|
577
|
|
|
|
480
|
|
|
|
580
|
|
Withholding tax - prior year overprovision
|
|
|
-
|
|
|
|
-
|
|
|
|
(395
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax expense
|
|
|
5,681
|
|
|
|
2,979
|
|
|
|
3,662
|
|
Origination and reversal of temporary differences
|
|
|
5,681
|
|
|
|
2,979
|
|
|
|
3,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense – recognised in profit or loss
|
|
|
15,173
|
|
|
|
10,290
|
|
|
|
7,445
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax recognised in other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax - current year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense
|
|
|
15,173
|
|
|
|
10,290
|
|
|
|
7,445
|
|
Unrecognised deferred tax assets
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Eersteling Gold Mining Company Limited
|
|
|
-
|
|
|
|
-
|
|
|
|
4,989
|
|
Caledonia Holdings Zimbabwe (Private) Limited
|
|
|
593
|
|
|
|
421
|
|
|
|
-
|
|
Greenstone Management Services Holdings Limited
|
|
|
376
|
|
|
|
276
|
|
|
|
191
|
|
Tax losses carried forward
|
|
|
969
|
|
|
|
697
|
|
|
|
5,180
|
|
Taxable losses do not expire
for the entities incurring taxable losses within the Group, unless the entities cease trading. Tax losses carried forward relate
to Greenstone Management Services Holdings Limited (UK) and Caledonia Holdings Zimbabwe (Private) Limited. The unrecognised tax
losses relating to the entity were transferred with the sale of the entity. Deferred tax assets have not been recognised in these
entities as future taxable income is not deemed probable to utilise these losses against.
Tax paid
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Net income tax payable at January 1
|
|
|
(163
|
)
|
|
|
(1,538
|
)
|
|
|
(1,145
|
)
|
Current tax expense
|
|
|
(9,492
|
)
|
|
|
(7,311
|
)
|
|
|
(3,783
|
)
|
Foreign currency movement
|
|
|
2,580
|
|
|
|
3,169
|
|
|
|
46
|
|
Tax paid
|
|
|
6,656
|
|
|
|
5,517
|
|
|
|
3,344
|
|
Net income tax payable at December 31
|
|
|
(419
|
)
|
|
|
(163
|
)
|
|
|
(1,538
|
)
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
16
|
Tax expense (continued)
|
Reconciliation of tax rate
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
25,257
|
|
|
|
50,401
|
|
|
|
13,756
|
|
Total tax expense
|
|
|
15,173
|
|
|
|
10,290
|
|
|
|
7,445
|
|
Profit before tax
|
|
|
40,430
|
|
|
|
60,691
|
|
|
|
21,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax at Company's domestic tax rate (1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Tax rate differences in foreign jurisdictions (2)
|
|
|
12,405
|
|
|
|
16,232
|
|
|
|
6,465
|
|
Effect of income tax calculated in RTGS$ as required by PN26 (3)
|
|
|
2,004
|
|
|
|
(8,526
|
)
|
|
|
-
|
|
Management fee – withholding tax on deemed dividend portion
|
|
|
209
|
|
|
|
224
|
|
|
|
337
|
|
Management fee – non-deductible deemed dividend
|
|
|
570
|
|
|
|
652
|
|
|
|
579
|
|
Management fee – withholding tax - current year
|
|
|
123
|
|
|
|
129
|
|
|
|
96
|
|
Management fee – non-deductible withholding tax - prior year
|
|
|
-
|
|
|
|
-
|
|
|
|
(664
|
)
|
Withholding tax on intercompany dividends
|
|
|
245
|
|
|
|
128
|
|
|
|
110
|
|
Non-deductible expenditure
|
|
|
|
|
|
|
|
|
|
|
|
|
- Royalty expenses (4)
|
|
|
-
|
|
|
|
933
|
|
|
|
882
|
|
- Donations
|
|
|
107
|
|
|
|
18
|
|
|
|
14
|
|
- Other non-deductible expenditure
|
|
|
177
|
|
|
|
21
|
|
|
|
123
|
|
Credit export incentive income exemption
|
|
|
(598
|
)
|
|
|
(124
|
)
|
|
|
(1,649
|
)
|
Change in income tax rate (5)
|
|
|
(287
|
)
|
|
|
-
|
|
|
|
-
|
|
Change in tax estimates
|
|
|
|
|
|
|
|
|
|
|
|
|
- Zimbabwean income tax
|
|
|
-
|
|
|
|
29
|
|
|
|
795
|
|
- South African income tax
|
|
|
(54
|
)
|
|
|
63
|
|
|
|
220
|
|
- Other
|
|
|
-
|
|
|
|
-
|
|
|
|
61
|
|
Change in unrecognised deferred tax losses
|
|
|
272
|
|
|
|
511
|
|
|
|
76
|
|
Tax expense - recognised in profit or loss
|
|
|
15,173
|
|
|
|
10,290
|
|
|
|
7,445
|
|
|
(1)
|
The
tax rate in Jersey, Channel Islands is 0% (2019: 0%, 2018: 0%).
|
|
(2)
|
The
effective tax rate of 37.52% exceeds the statutory tax rates of subsidiaries of the Company,
as certain expenditures are incurred by the Company that is not tax-deductible against
taxable income in Zimbabwe and South Africa, where the enacted tax rates are 25.75% and
28.00% respectively. Further, Zimbabwean legislation requires the Blanket income taxation
calculation to be performed in RTGS$ whereas the functional currency in which the profit
before tax is calculated in these consolidated financial statements is in US Dollar;
the requirement is further described in point 3 below.
|
|
(3)
|
In
2019 ZIMRA issued PN26 that was affected retrospectively from February 22, 2019. The
public notice provided clarity on Section 4 (a) of the Finance Act [Chapter 23.04] of
Zimbabwe, which requires a company earning taxable income to pay tax in the same or other
specified currency in which taxable income and revenue is earned. PN 26 clarifies that
the calculation of taxable income be performed in RTGS$ and that the payment of the tax
be in the ratio of the currency that the taxable income and revenue is earned. The reconciling
item reconciles the profit before tax calculated using US Dollars as the functional currency
of the Zimbabwean entities to taxable income calculated in RTGS$.
|
|
(4)
|
On
August 1, 2019 the Zimbabwean Government announced in the mid-term budget speech that
mining royalties will be deductible for income tax purposes. The change came into effect
on January 1, 2020.
|
|
(5)
|
On
November 26, 2020 the Zimbabwean Government announced in the 2021 National Budget Statement
that the income tax rate will be reduced from 25.75% to 24.72% and will take effect in
the 2021 fiscal tax year. This resulted in a change in the estimated deferred tax liability.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
16
|
Tax expense (continued)
|
Recognised deferred tax assets and liabilities
|
|
Assets
|
|
|
Liabilities
|
|
|
Net
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,409
|
)
|
|
|
(4,195
|
)
|
|
|
(5,409
|
)
|
|
|
(4,195
|
)
|
Allowance for obsolete stock
|
|
|
13
|
|
|
|
22
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13
|
|
|
|
22
|
|
Prepayments
|
|
|
-
|
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
(4
|
)
|
|
|
(3
|
)
|
|
|
(4
|
)
|
Unrealised foreign exchange
|
|
|
530
|
|
|
|
309
|
|
|
|
-
|
|
|
|
-
|
|
|
|
530
|
|
|
|
309
|
|
Trade and other payables
|
|
|
636
|
|
|
|
739
|
|
|
|
-
|
|
|
|
-
|
|
|
|
636
|
|
|
|
739
|
|
Cash-settled share-based payments
|
|
|
8
|
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8
|
|
|
|
5
|
|
Provisions
|
|
|
60
|
|
|
|
58
|
|
|
|
-
|
|
|
|
-
|
|
|
|
60
|
|
|
|
58
|
|
Other
|
|
|
18
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18
|
|
|
|
-
|
|
Tax assets/ (liabilities)
|
|
|
1,265
|
|
|
|
1,133
|
|
|
|
(5,412
|
)
|
|
|
(4,199
|
)
|
|
|
(4,147
|
)
|
|
|
(3,066
|
)
|
*
|
|
The
deferred tax liability consists of a deferred tax asset of $87 (2019: $63, January 1,
2019: $98) from the South African operation and a net deferred tax liability of $4,234
(2019: $3,129, January 1, 2019: $23,328) due to the Zimbabwean operation. The amounts
are in different tax jurisdictions and cannot be offset.
|
|
|
The amounts
are presented as part of Non-current assets and Non-current liabilities in the Statements
of financial position. The deferred tax asset recognised is supported by evidence of
probable future taxable income.
|
Movement in recognised deferred
tax assets and liabilities
|
|
Balance
January 1,
2020
|
|
|
Recognised
in profit or
loss
|
|
|
Foreign
exchange
movement
|
|
|
Balance
December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(4,195
|
)
|
|
|
(7,195
|
)
|
|
|
5,981
|
|
|
|
(5,409
|
)
|
Allowance for obsolete stock
|
|
|
22
|
|
|
|
14
|
|
|
|
(23
|
)
|
|
|
13
|
|
Prepayments
|
|
|
(4
|
)
|
|
|
-
|
|
|
|
1
|
|
|
|
(3
|
)
|
Unrealised foreign exchange
|
|
|
309
|
|
|
|
732
|
|
|
|
(511
|
)
|
|
|
530
|
|
Trade and other payables
|
|
|
739
|
|
|
|
674
|
|
|
|
(774
|
)
|
|
|
639
|
|
Cash-settled share-based payments
|
|
|
5
|
|
|
|
3
|
|
|
|
-
|
|
|
|
8
|
|
Provisions
|
|
|
58
|
|
|
|
76
|
|
|
|
(74
|
)
|
|
|
60
|
|
Other
|
|
|
-
|
|
|
|
15
|
|
|
|
-
|
|
|
|
15
|
|
Tax (liabilities)/ assets
|
|
|
(3,066
|
)
|
|
|
(5,681
|
)
|
|
|
4,600
|
|
|
|
(4,147
|
)
|
|
|
Balance
January 1,
2019
|
|
|
Recognised
in profit or
loss
|
|
|
Foreign
exchange
movement
|
|
|
Balance
December 31,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
(24,930
|
)
|
|
|
(4,561
|
)
|
|
|
25,296
|
|
|
|
(4,195
|
)
|
Allowance for obsolete stock
|
|
|
258
|
|
|
|
11
|
|
|
|
(247
|
)
|
|
|
22
|
|
Prepayments
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
(4
|
)
|
Unrealised foreign exchange
|
|
|
34
|
|
|
|
519
|
|
|
|
(244
|
)
|
|
|
309
|
|
Trade and other payables
|
|
|
486
|
|
|
|
1,093
|
|
|
|
(840
|
)
|
|
|
739
|
|
Cash-settled share-based payments
|
|
|
13
|
|
|
|
(9
|
)
|
|
|
1
|
|
|
|
5
|
|
Provisions
|
|
|
852
|
|
|
|
11
|
|
|
|
(805
|
)
|
|
|
58
|
|
Other
|
|
|
60
|
|
|
|
(43
|
)
|
|
|
(17
|
)
|
|
|
-
|
|
Tax (liabilities)/ assets
|
|
|
(23,230
|
)
|
|
|
(2,979
|
)
|
|
|
23,143
|
|
|
|
(3,066
|
)
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
17
|
Property, plant and equipment
|
Cost
|
|
Land and
Buildings
|
|
|
Mine
development,
infrastructure
and other
|
|
|
Plant and
equipment
|
|
|
Furniture
and fittings
|
|
|
Motor
vehicles
|
|
|
Solar Plant
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2019
|
|
|
10,339
|
|
|
|
74,509
|
|
|
|
32,675
|
|
|
|
923
|
|
|
|
2,402
|
|
|
|
–
|
|
|
|
120,848
|
|
Initial recognition of right of use assets
|
|
|
409
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
409
|
|
Additions*
|
|
|
267
|
|
|
|
19,020
|
|
|
|
897
|
|
|
|
88
|
|
|
|
151
|
|
|
|
–
|
|
|
|
20,423
|
|
Impairments
|
|
|
–
|
|
|
|
–
|
|
|
|
(144
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(144
|
)
|
Disposals
|
|
|
(212
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(16
|
)
|
|
|
–
|
|
|
|
(228
|
)
|
Reallocations between asset classes
|
|
|
25
|
|
|
|
(2,989
|
)
|
|
|
2,964
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Foreign exchange movement
|
|
|
5
|
|
|
|
2
|
|
|
|
3
|
|
|
|
7
|
|
|
|
1
|
|
|
|
–
|
|
|
|
18
|
|
Balance at December 31, 2019
|
|
|
10,833
|
|
|
|
90,542
|
|
|
|
36,395
|
|
|
|
1,018
|
|
|
|
2,538
|
|
|
|
–
|
|
|
|
141,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2020
|
|
|
10,833
|
|
|
|
90,542
|
|
|
|
36,395
|
|
|
|
1,018
|
|
|
|
2,538
|
|
|
|
–
|
|
|
|
141,326
|
|
Additions*
|
|
|
1
|
|
|
|
19,507
|
|
|
|
4,221
|
|
|
|
219
|
|
|
|
458
|
|
|
|
372
|
|
|
|
24,778
|
|
Derecognised plant and equipment
|
|
|
–
|
|
|
|
–
|
|
|
|
(238
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(238
|
)
|
Reallocations between asset classes
|
|
|
930
|
|
|
|
(1,210
|
)
|
|
|
280
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Foreign exchange movement
|
|
|
(7
|
)
|
|
|
–
|
|
|
|
(14
|
)
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
20
|
|
|
|
(4
|
)
|
Balance at December 31, 2020
|
|
|
11,757
|
|
|
|
108,839
|
|
|
|
40,644
|
|
|
|
1,235
|
|
|
|
2,995
|
|
|
|
392
|
|
|
|
165,862
|
|
*
|
Included
in additions is an amount of $15,771 (2019: $14,051, 2018: $19,323) relating to capital work in progress (“CWIP”)
and contains $53 (December 31, 2019: $165, 2018: $61) of borrowing costs capitalised from the term loan. As at year end
$85,479 of CWIP was included in the cost closing balance (2019: $69,708, January 1, 2019: $55,657).
On
July 6, 2020 the Board appointed Voltalia as the contractor for engineering, procuring and constructing a solar plant
to be owned by a subsidiary of the Company. All solar costs that were incurred before July 6, 2020 were accounted for
as other expenses and accounted through profit or loss. Solar costs incurred after approval by the Board are accounted
for as Property, plant and equipment as it became clear and probable that future economic benefits will flow to the project.
The 40-hectare site for the project has been cleared and fenced and is ready for civil work to commence. Construction
on the 12MWac solar plant is expected to be completed in April 2022.
|
~
|
The Group voluntarily changed its disclosure policy for exploration
and evaluation assets to be disclosed separately as Exploration and evaluation assets rather than as part of Property, plant
and equipment (refer to note 4(b)(i)). The new disclosure policy was adopted from December 10, 2020 and has been
applied retrospectively.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
17
|
Property, plant and equipment (continued)
|
Accumulated depreciation and Impairment losses
|
|
Land and
Buildings
|
|
|
Mine
development,
infrastructure
and other
|
|
|
Plant and
equipment
|
|
|
Furniture
and fittings
|
|
|
Motor
vehicles
|
|
|
Solar Plant
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2019
|
|
|
4,411
|
|
|
|
5,821
|
|
|
|
17,357
|
|
|
|
649
|
|
|
|
2,150
|
|
|
|
–
|
|
|
|
30,388
|
|
Initial recognition of right of use assets
|
|
|
146
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
146
|
|
Depreciation for the year
|
|
|
1,005
|
|
|
|
504
|
|
|
|
2,693
|
|
|
|
99
|
|
|
|
133
|
|
|
|
–
|
|
|
|
4,434
|
|
Disposals
|
|
|
(149
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(16
|
)
|
|
|
–
|
|
|
|
(165
|
)
|
Foreign exchange movement
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
5
|
|
|
|
6
|
|
|
|
–
|
|
|
|
11
|
|
Balance at December 31, 2019
|
|
|
5,413
|
|
|
|
6,325
|
|
|
|
20,050
|
|
|
|
753
|
|
|
|
2,273
|
|
|
|
–
|
|
|
|
34,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2020
|
|
|
5,413
|
|
|
|
6,325
|
|
|
|
20,050
|
|
|
|
753
|
|
|
|
2,273
|
|
|
|
–
|
|
|
|
34,814
|
|
Depreciation for the year
|
|
|
1,030
|
|
|
|
648
|
|
|
|
2,691
|
|
|
|
102
|
|
|
|
157
|
|
|
|
–
|
|
|
|
4,628
|
|
Accumulated depreciation for derecognised plant and equipment
|
|
|
–
|
|
|
|
–
|
|
|
|
(56
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(56
|
)
|
Foreign exchange movement
|
|
|
3
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(6
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(3
|
)
|
Balance at December 31, 2020
|
|
|
6,446
|
|
|
|
6,973
|
|
|
|
22,685
|
|
|
|
849
|
|
|
|
2,430
|
|
|
|
–
|
|
|
|
39,383
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At January 1, 2019
|
|
|
5,928
|
|
|
|
68,688
|
|
|
|
15,318
|
|
|
|
274
|
|
|
|
252
|
|
|
|
–
|
|
|
|
90,460
|
|
At December 31, 2019
|
|
|
5,420
|
|
|
|
84,217
|
|
|
|
16,345
|
|
|
|
265
|
|
|
|
265
|
|
|
|
–
|
|
|
|
106,512
|
|
At December 31, 2020
|
|
|
5,311
|
|
|
|
101,866
|
|
|
|
17,959
|
|
|
|
386
|
|
|
|
565
|
|
|
|
392
|
|
|
|
126,479
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
17
|
Property, plant and equipment (continued)
|
Economic recovery
Items of property, plant and equipment
are depreciated over the LoMP, which includes planned production from inferred resources. These inferred resources are included
in the calculation when the economic recovery thereof is demonstrated by the achieved recovered grade relative to the mine’s
pay limit for the period 2006 to 2018. The pay limit has ranged from 2.10 g/t in 2019 to 2.10 g/t in 2020 while the recovered grade
has ranged from 3.26 g/t to 3.38 g/t over the period. All-in-sustaining-cost# has remained consistently below the gold
price received over this period resulting in economic recovery of the inferred resources.
#
|
|
All-in
sustaining cost (“AISC”) per ounce is calculated as the on-mine cost per
ounce to produce gold (which includes production costs before intercompany eliminations
and exploration costs) plus royalty paid, additional costs incurred outside the mine
(i.e. at offices in Harare, Johannesburg, London and Jersey), costs associated with maintaining
the operating infrastructure and resource base that are required to maintain production
at the current levels (sustaining capital investment), the share-based expense arising
from the LTIP less silver by-product revenue and the export credit incentive.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
18
|
Exploration and evaluation assets
|
|
|
Glen Hume
|
|
|
Connemara
North
|
|
|
GG
|
|
|
Eagle
Vulture,
Mascot &
Penzance
|
|
|
Sabiwa
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2019
|
|
|
–
|
|
|
|
–
|
|
|
|
3,347
|
|
|
|
3,344
|
|
|
|
276
|
|
|
|
6,967
|
|
- Consumables and drilling
|
|
|
–
|
|
|
|
–
|
|
|
|
6
|
|
|
|
(3
|
)
|
|
|
–
|
|
|
|
3
|
|
- Contractor
|
|
|
–
|
|
|
|
–
|
|
|
|
36
|
|
|
|
57
|
|
|
|
–
|
|
|
|
93
|
|
- Labour
|
|
|
–
|
|
|
|
–
|
|
|
|
32
|
|
|
|
8
|
|
|
|
–
|
|
|
|
40
|
|
- Power
|
|
|
–
|
|
|
|
–
|
|
|
|
20
|
|
|
|
10
|
|
|
|
6
|
|
|
|
36
|
|
Balance at December 31, 2019
|
|
|
–
|
|
|
|
–
|
|
|
|
3,441
|
|
|
|
3,416
|
|
|
|
282
|
|
|
|
7,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2020
|
|
|
–
|
|
|
|
–
|
|
|
|
3,441
|
|
|
|
3,416
|
|
|
|
282
|
|
|
|
7,139
|
|
- Option payments
|
|
|
2,500
|
|
|
|
300
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,800
|
|
- Consumables and drilling
|
|
|
161
|
|
|
|
–
|
|
|
|
28
|
|
|
|
–
|
|
|
|
–
|
|
|
|
189
|
|
- Labour
|
|
|
–
|
|
|
|
–
|
|
|
|
35
|
|
|
|
11
|
|
|
|
–
|
|
|
|
46
|
|
- Power
|
|
|
–
|
|
|
|
–
|
|
|
|
19
|
|
|
|
3
|
|
|
|
2
|
|
|
|
24
|
|
Reallocate to assets held for sale (note 21.1) ~
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(500
|
)
|
|
|
–
|
|
|
|
(500
|
)
|
Impairment ~
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(2,930
|
)
|
|
|
–
|
|
|
|
(2,930
|
)
|
Balance at December 31, 2020
|
|
|
2,661
|
|
|
|
300
|
|
|
|
3,523
|
|
|
|
–
|
|
|
|
284
|
|
|
|
6,768
|
|
*
|
The Group voluntarily changed its disclosure policy for exploration and
evaluation assets to be disclosed separately as Exploration and evaluation assets rather than as part of Property, plant and
equipment (refer to note 4(b)(i)). The new disclosure policy was adopted from December 10, 2020 and has been applied
retrospectively.
|
~
|
Management determined the fair value of Eagle Vulture, Mascot
and Penzance as the future sale price as agreed by independent parties in the sale contract that amounted to $500. The
carrying amount of Eagle Vulture, Mascot and Penzance before the impairment was $3,430 and the write down resulted in an impairment
expense of $2,930. The $500 carrying value was reallocated to Assets held for sale in December, 2020.
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
18
|
Exploration and evaluation assets (continued)
|
On November 19, 2020 the Company concluded an option agreement
(“Glen Hume option”) with the representatives of Glen Hume, whereby they granted the Company an option for the right
to carry out legal due diligence and conduct drilling and/or other exploratory work over a period of 15 months from the conclusion
date to understand the resource body of the Glen Hume property, situated in Gweru, Zimbabwe.
On November 24, 2020 a price of $2.5 million
was paid for the Glen Hume option. The Company aims to spend approximately $1 million over the option period to understand the
gold deposit.
Should the Company exercise the option,
an exercise price of $2.5 million will be payable to obtain the mining claims and the Glen Hume representatives will also obtain
a 1% net smelter royalty (“NSR”) on the future production of the Glen Hume project. The NSR can subsequently be bought
out at the Company's discretion for a lump sum payment of $15 million within the first five years following the acquisition
by the Company of the claims, or $10 million until the tenth anniversary of operation or $5 million thereafter.
On December 16, 2020 the Company concluded
an option agreement (“Connemara North option”) with the representatives of Connemara North to purchase the claims over
the Connemara North mining properties situated in Gweru, Zimbabwe. The exercise of the option will be exercisable at the discretion
of the Company.
An amount of $300 is payable for the Connemara
North option and remained outstanding at the date of approval of the consolidated financial statements. The outstanding amount
was accounted for as Trade and other payables (Refer note 31).
The Connemara North option gives the Company the right to carry
out legal due diligence and conduct drilling and/or other exploratory work over a period of 18 months from the conclusion date
to understand the resource body.
If the Company elects to exercise the option,
$600 becomes payable to the Connemara representatives within 7 days of the submission of the transfer documents to the Ministry
of Mines and a further $4.4 million within 7 days from confirmation of transfer of ownership by the Ministry of Mines. The first
payment of $600 will remain refundable subject to the Ministry of Mines approval. After the purchase, the Connemara representatives
will retain a 1% NSR payable quarterly in arrears on the net sale proceeds from the Connemara gold deposits.
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Consumable stores
|
|
|
15,632
|
|
|
|
10,716
|
|
|
|
9,210
|
|
Gold in progress
|
|
|
1,166
|
|
|
|
376
|
|
|
|
217
|
|
|
|
|
16,798
|
|
|
|
11,092
|
|
|
|
9,427
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
20
|
Cash and cash equivalents
|
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Bank balances
|
|
|
19,092
|
|
|
|
9,383
|
|
|
|
11,187
|
|
Cash and cash equivalents in the statement of financial position
|
|
|
19,092
|
|
|
|
9,383
|
|
|
|
11,187
|
|
Bank overdrafts used for cash management purposes
|
|
|
–
|
|
|
|
(490
|
)
|
|
|
–
|
|
Net cash and cash equivalents at year end
|
|
|
19,092
|
|
|
|
8,893
|
|
|
|
11,187
|
|
The Group’s exposure to interest
rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in note 33.
|
|
Denomination RTGS$
|
|
|
Interest rate
|
|
Overdraft facilities
|
|
|
|
|
|
|
Stanbic Bank
|
|
|
15,000,000
|
|
|
|
55
|
%
|
First Capital Bank
|
|
|
10,000,000
|
|
|
|
55
|
%
|
|
|
Note
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
Non-current assets held for sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eagle Vulture, Mascot & Penzance
|
|
21.1
|
|
|
500
|
|
|
|
–
|
|
|
|
–
|
|
Sale of subsidiary
|
|
21.2
|
|
|
–
|
|
|
|
–
|
|
|
|
296
|
|
|
21.1
|
Eagle Vulture, Mascot and Penzance
|
Farvic Consolidated Mines (Pvt) Ltd (“Farvic”)
requested permission from the Company to perform drilling on the Eagle Vulture, Mascot and Penzance orebodies to obtain an understanding
of the technical feasibility and commercial viability of Eagle Vulture, Mascot and Penzance in 2019. Farvic later expressed their
interest in buying Eagle Vulture, Mascot and Penzance in late 2020. Management evaluated the proposition and a price was determined
in November of 2020. On February 24, 2021 Farvic and the Group concluded the sale contract at $500 and Blanket relinquished all
rights to the properties.
The assets were available for sale in their
condition in December 2020 and therefore met the criteria to be classified as held for sale.
Management determined the fair value as
$500 at December 31, 2020, as this was the lower of the fair value less cost to sell and the carrying amount. The carrying amount
of Eagle Vulture, Mascot and Penzance, before impairment, at December 31, 2020 was $3,430 and it was classified as an Exploration
and evaluation asset. The write down resulted in an impairment expense of $2,930.
On May 31, 2018 the Group entered into
an amended share sale agreement with SH Mineral Investments Proprietary Limited (“SH Minerals”) to sell the shares
and claims of Eersteling Gold Mining Company Limited (“Eersteling”), a South African subsidiary previously consolidated
as part of the Group, that has been on care and maintenance since 1997. The amended share sale agreement allowed for a purchase
price of $3,000 which would be settled by three payments of $1,000 payable on the completion date, 12 and 18 months after the completion
date. On January 31, 2019 all suspensive conditions for the sale were met and the Group transferred the registered and beneficial
ownership of Eersteling to SH Minerals. During 2020 $900 (2019: $1,000) was received as payment towards the purchase price. A further
$340 was received in February 2021. Management believes that the remainder of the deferred consideration is recoverable.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
21
|
Assets held for Sale (continued)
|
|
21.2
|
Sale of subsidiary (continued)
|
Details of the disposal are as follows:
|
|
2019
|
|
|
|
|
|
Carrying amounts of net assets over which control was lost:
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
|
227
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other receivables
|
|
|
84
|
|
Total assets
|
|
|
311
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Rehabilitation provision
|
|
|
650
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
|
8
|
|
Total liabilities
|
|
|
658
|
|
|
|
|
|
|
Consideration receivable:
|
|
|
|
|
Cash received
|
|
|
1,000
|
|
Deferred consideration (at January 31, 2019)
|
|
|
1,953
|
|
Total consideration
|
|
|
2,953
|
|
|
|
|
|
|
Profit on sale of subsidiary:
|
|
|
|
|
Net liabilities derecognised
|
|
|
347
|
|
Cumulative exchange differences in respect of the net liabilities of the subsidiary reclassified from equity on loss of control of subsidiary
|
|
|
2,109
|
|
Fair value consideration receivable (at January 31, 2019)
|
|
|
2,953
|
|
Profit on sale of subsidiary
|
|
|
5,409
|
|
|
22
|
Trade and other receivables
|
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Bullion sales receivable
|
|
|
1,311
|
|
|
|
2,987
|
|
|
|
2,695
|
|
VAT receivables
|
|
|
2,278
|
|
|
|
1,765
|
|
|
|
2,743
|
|
Deferred consideration on the disposal of subsidiary
|
|
|
1,100
|
|
|
|
1,991
|
|
|
|
–
|
|
Deposits for stores and equipment and other receivables
|
|
|
273
|
|
|
|
169
|
|
|
|
954
|
|
|
|
|
4,962
|
|
|
|
6,912
|
|
|
|
6,392
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
22
|
Trade and other receivables (continued)
|
The Group's exposure to credit and currency
risks, and impairment losses related to trade and other receivables are disclosed in notes 7 and 33. The net carrying value of
trade receivables was considered a reasonable approximation of fair value and are short-term in nature. No provision for expected
credit losses were recognised as all scheduled payments were received as expected up to the date of approval of these financial
statements and non-payment of Trade and other receivables were not foreseen. The Bullion sales receivable and part of the VAT receivable
were received after year-end.
|
23
|
Derivative financial assets
|
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gold exchange-traded fund ("Gold ETF")
|
|
|
1,184
|
|
|
|
–
|
|
|
|
–
|
|
Gold Hedge
|
|
|
–
|
|
|
|
102
|
|
|
|
–
|
|
|
|
|
1,184
|
|
|
|
102
|
|
|
|
–
|
|
Gold ETF
In April 2020 the South African subsidiary,
Caledonia Mining South Africa Proprietary Limited, purchased a Gold ETF through Standard Bank Limited at a cost of $1,058. The
Gold ETF is denominated in South African Rand and the instrument is utilised to invest excess short-term Rands on hand at the South
African subsidiary. The Gold ETF’s value tracks the US spot gold price and was entered into to offset fluctuations in the
South African Rand against the US Dollar. The total expense, representing the change in the Rand tracked USD spot gold price, amounted
to $164 (2019: $Nil) for the twelve months ended December 31, 2020. Foreign currency translation gains, due to the fluctuations
in the Rand against the US Dollar on the translation of the foreign subsidiary, amounted to $290 (2019: $Nil).
Gold Hedge
The Company entered into a hedge in November
2019 at a cost of $379. The hedge was in the form of put options in respect of 4,600 ounces of gold for the period January to June
2020 exercisable at a strike price of $1,400 per ounce. At December 31, 2020 the mark-to-market valuation, that represents the
fair value of the hedge, amounted to $Nil (2019: $102, 2018: $Nil). The put options were entered into by the Company for economic
hedging purposes to ensure sufficient cash availability for Blanket Mine’s capital investment plan, rather than as a speculative
investment. The hedge expired on June 30, 2020.
Fair value losses on derivative assets
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Gold ETF
|
|
|
164
|
|
|
|
–
|
|
|
|
–
|
|
Gold hedge
|
|
|
102
|
|
|
|
601
|
|
|
|
360
|
|
|
|
|
266
|
|
|
|
601
|
|
|
|
360
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
Authorised
Unlimited number of ordinary shares of no par value.
Unlimited number of preference shares of no par value.
Issued ordinary shares
|
|
Number of
fully paid
shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
January 1, 2019
|
|
|
10,603,153
|
|
|
|
55,102
|
|
Shares issued - share-based payment - employees
|
|
|
159,888
|
|
|
|
963
|
|
December 31, 2019
|
|
|
10,763,041
|
|
|
|
56,065
|
|
Shares issued:
|
|
|
|
|
|
|
|
|
- share-based payment - employees (note 30.1(a))
|
|
|
25,553
|
|
|
|
216
|
|
- options exercised
|
|
|
5,000
|
|
|
|
30
|
|
- equity raise*
|
|
|
597,963
|
|
|
|
12,538
|
|
- Blanket shares purchased from Fremiro (note 6)
|
|
|
727,266
|
|
|
|
5,847
|
|
December 31, 2020
|
|
|
12,118,823
|
|
|
|
74,696
|
|
*
|
The
Company raised equity for the construction of the solar plant by way of an At The Market
(“ATM”) equity offer on the NYSE American. Gross proceeds of $13,000 were
raised pursuant to the ATM sales agreement with Cantor Fitzgerald & Co. at a transaction
cost of $462.
|
Foreign currency translation reserve
The translation reserve comprises all foreign
currency differences arising from the translation of the financial statements of foreign operations with functional currencies
that differ from the presentation currency.
Share-based payment reserve
The share-based payment reserve comprises
the fair value of equity instruments granted to employees, directors and service providers under share option plans (refer to note
30) and equity instruments issued to Blanket’s indigenous shareholders under Blanket Mine’s Indigenisation Transaction
(refer note 6).
Contributed surplus
The contributed surplus reserve comprises
the reduction in stated capital as approved by shareholders at the special general meeting on January 24, 2013 to be able to commence
dividend payments.
Reserves
|
|
2020
|
|
|
2019
|
|
|
January 1, 2019
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation reserve
|
|
|
(8,794
|
)
|
|
|
(8,621
|
)
|
|
|
(6,561
|
)
|
Equity-settled share-based payment reserve
|
|
|
14,513
|
|
|
|
16,760
|
|
|
|
16,760
|
|
Contributed surplus
|
|
|
132,591
|
|
|
|
132,591
|
|
|
|
132,591
|
|
Total
|
|
|
138,310
|
|
|
|
140,730
|
|
|
|
142,790
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
Weighted average number of shares – Basic earnings per share
|
|
|
|
|
|
|
(in number of shares)
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Issued shares at the beginning of year (note 24)
|
|
|
10,763,041
|
|
|
|
10,603,153
|
|
|
|
10,603,153
|
|
Issued shares post consolidation
|
|
|
10,763,041
|
|
|
|
10,603,153
|
|
|
|
10,603,153
|
|
Weighted average shares issued
|
|
|
940,489
|
|
|
|
138,736
|
|
|
|
-
|
|
Weighted average number of shares at December 31
|
|
|
11,703,530
|
|
|
|
10,741,889
|
|
|
|
10,603,153
|
|
Weighted average number of shares - Diluted earnings per share
|
|
|
|
|
|
|
(in number of shares)
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average at December 31
|
|
|
11,703,530
|
|
|
|
10,603,851
|
|
|
|
10,603,153
|
|
Effect of dilutive options
|
|
|
13,173
|
|
|
|
143,267
|
|
|
|
698
|
|
Weighted average number of shares (diluted) at December 31
|
|
|
11,716,703
|
|
|
|
10,747,118
|
|
|
|
10,603,851
|
|
The average market value of the Company’s
shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the year during which
the options were outstanding. Options of 14,827 (2019: 32,771, 2018: 37,302) were excluded from the dilutive earnings per share
calculation as these options were anti-dilutive.
The quantity of options outstanding as
at year end that were out of the money amounted to Nil (2019: 18,000, 2018: 18,000) options.
The calculation of total basic and diluted
earnings per share for the year ended December 31, 2020 was based on the adjusted profit attributable to shareholders as follows:
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year attributable to owners of the Company (basic and diluted)
|
|
|
20,780
|
|
|
|
42,018
|
|
|
|
10,766
|
|
Blanket Mine Employee Trust Adjustment
|
|
|
(485
|
)
|
|
|
(986
|
)
|
|
|
(280
|
)
|
Profit attributable to ordinary shareholders (basic and diluted)
|
|
|
20,295
|
|
|
|
41,032
|
|
|
|
10,486
|
|
Basic earnings per share - $
|
|
|
1.73
|
|
|
|
3.82
|
|
|
|
0.99
|
|
Diluted earnings per share - $
|
|
|
1.73
|
|
|
|
3.81
|
|
|
|
0.99
|
|
Basic earnings are adjusted for the amounts
that accrue to other equity holders of subsidiaries upon the full distribution of post-acquisition earnings to shareholders.
Diluted earnings are calculated on the
basis that the unpaid ownership interests of Blanket Mine’s indigenous shareholders are effectively treated as options whereby
the weighted average fair value for the period of the Blanket Mine shares issued to the indigenous shareholders and which are subject
to settlement of the loan accounts is compared to the balance of the loan accounts and any excess portion is regarded as dilutive.
The difference between the number of Blanket Mine shares subject to the settlement of the loan accounts and the number of Blanket
Mine shares that would have been issued at the average fair value, is treated as the issue of shares for no consideration and regarded
as dilutive shares. The calculated dilution is taken into account with additional earnings attributable to the dilutive shares
in Blanket Mine, if any. The interest of the NIEEF and Fremiro shareholdings were anti-dilutive in the current and prior year (i.e.,
the value of the options was less than the outstanding loan balance). Accordingly, there was no adjustment to fully diluted earnings
attributable to shareholders.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
27
|
Non-controlling interests
|
Blanket Mine recognise NCI at an effective share of 13.2% (2019:
16.2%, 2018: 16.2%)
|
|
2020
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
24,864
|
|
|
|
21,386
|
|
|
|
19,107
|
|
Non-current assets
|
|
|
133,908
|
|
|
|
115,610
|
|
|
|
98,700
|
|
Current liabilities
|
|
|
7,339
|
|
|
|
(8,630
|
)
|
|
|
(13,200
|
)
|
Non-current liabilities
|
|
|
(8,065
|
)
|
|
|
(9,085
|
)
|
|
|
(33,043
|
)
|
Net assets of Blanket Mine (100%)
|
|
|
158,046
|
|
|
|
119,281
|
|
|
|
71,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount of NCI (2020: 13.2%, 2019: 16.2%, 2018: 16.2%)
|
|
|
16,524
|
|
|
|
16,302
|
|
|
|
8,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
100,002
|
|
|
|
75,826
|
|
|
|
68,399
|
|
Profit after tax
|
|
|
33,361
|
|
|
|
51,746
|
|
|
|
18,456
|
|
Total comprehensive income of Blanket Mine (100%)
|
|
|
33,361
|
|
|
|
51,746
|
|
|
|
18,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit allocated to NCI (2020: 13.2%, 2019: 16.2%, 2018: 16.2%)
|
|
|
4,477
|
|
|
|
8,383
|
|
|
|
2,990
|
|
Dividend allocated to NCI (2020: 13.2%, 2019: 16.2%, 2018: 16.2%)
|
|
|
(655
|
)
|
|
|
(426
|
)
|
|
|
(589
|
)
|
Site restoration
Site restoration relates to the estimated
cost of closing down the mines and represents the site and environmental restoration costs, estimated to be paid throughout the
period up until closure due to areas of environmental disturbance present at the reporting date as a result of mining activities.
Regarding Blanket Mine the costs of site restoration are discounted based on the estimated life of mine. Site restoration costs
at Blanket Mine are capitalised to mineral properties depreciated at initial recognition and amortised systematically over the
estimated life of the mine for costs relating to the decommissioning of property, plant and equipment.
Reconciliation of site restoration provision
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Balance January 1
|
|
|
3,346
|
|
|
|
3,309
|
|
Unwinding of discount
|
|
|
2
|
|
|
|
20
|
|
Change in estimate - adjustment capitalised in Property, plant and equipment
|
|
|
219
|
|
|
|
17
|
|
Balance December 31
|
|
|
3,567
|
|
|
|
3,346
|
|
The discount rates currently applied in
calculating the net present value of the Blanket Mine provision is 1.45% (2019: 2.31%, January 1, 2019: 2.95%), based on a risk-free
rate and cash flows estimated at an average 2.05% inflation (2019: 2.27%, January 1, 2019: 2.13%). The gross rehabilitation costs,
before discounting, amounted to $3,389 (2019: $3,364, January 1, 2019: $3,604) for Blanket Mine as at December 31, 2020.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1
|
|
|
2,471
|
|
|
|
5,960
|
|
|
|
1,486
|
|
Cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment
|
|
|
|
|
|
|
|
|
|
|
|
|
- Capital
|
|
|
(574
|
)
|
|
|
-
|
|
|
|
(1,500
|
)
|
- Finance cost
|
|
|
(388
|
)
|
|
|
(130
|
)
|
|
|
(58
|
)
|
Proceeds
|
|
|
-
|
|
|
|
2,340
|
|
|
|
6,000
|
|
Transaction cost
|
|
|
-
|
|
|
|
(46
|
)
|
|
|
(60
|
)
|
Unrealised foreign exchange
|
|
|
(1,487
|
)
|
|
|
(5,818
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash flow
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance cost
|
|
|
386
|
|
|
|
165
|
|
|
|
92
|
|
Balance at December 31
|
|
|
408
|
|
|
|
2,471
|
|
|
|
5,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of loan facility
|
|
|
-
|
|
|
|
1,942
|
|
|
|
5,960
|
|
Short-term portion of loan facility
|
|
|
408
|
|
|
|
529
|
|
|
|
-
|
|
Finance cost are accounted for in note
15 on the effective interest rate method.
Terms and repayment schedule
The terms and conditions of outstanding
loans are as follows on December 31:
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
Currency
|
|
|
|
Nominal
interest rate
|
|
|
|
Year of
maturity
|
|
|
|
Face
value
|
|
|
|
Carrying
value
|
|
|
|
Face
value
|
|
|
|
Carrying
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured bank loan - Stanbic
|
|
|
RTGS$
|
|
|
|
50
|
%
|
|
|
2021
|
|
|
|
87
|
|
|
|
87
|
|
|
|
384
|
|
|
|
384
|
|
Unsecured bank loan - First Capital
|
|
|
RTGS$
|
|
|
|
55
|
%
|
|
|
2021
|
|
|
|
321
|
|
|
|
321
|
|
|
|
2,087
|
|
|
|
2,087
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
408
|
|
|
|
408
|
|
|
|
2,471
|
|
|
|
2,471
|
|
The Stanbic loan is repayable as
a single bullet payment in December 2021. The First Capital loan is repayable by way of 4 quarterly installments and commenced
in December 2020.
30.1
|
Cash-settled share-based payments
|
The Group has expensed the following
cash-settled share-based expense arrangements for the twelve months ended December 31:
|
|
|
Note
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Share Units and Performance Units
|
|
|
30.1
|
(a)
|
|
|
1,299
|
|
|
|
616
|
|
|
|
218
|
|
Caledonia Mining South Africa employee incentive scheme
|
|
|
30.1
|
(b)
|
|
|
114
|
|
|
|
73
|
|
|
|
97
|
|
|
|
|
|
|
|
|
1,413
|
|
|
|
689
|
|
|
|
315
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
30
|
Share-based payments (continued)
|
30.1
|
Cash-settled share-based payments (continued)
|
(a)
|
Restricted Share Units and Performance Units
|
Certain management and employees
within the Group are granted Restricted Share Units (“RSUs”) and Performance Units (”PUs”) pursuant to
provisions of the 2015 Omnibus Equity Incentive Compensation Plan (“OEICP”). All RSUs and PUs were granted and approved
at the discretion of the Compensation Committee of the Board of Directors.
RSUs vest three years after
grant date given that the service condition of the relevant employees have been fulfilled. The value of the vested RSUs is the
number of RSUs vested multiplied by the fair market value of the Company’s shares, as specified by the OEICP, on the date
of settlement.
PUs have a performance condition
based on gold production and a performance period of three years. The number of PUs that vest will be the PUs granted multiplied
by the performance multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations
on the date of the award.
RSU holders are entitled to
receive dividends over the vesting period. Such dividends will be reinvested in additional RSUs at the then applicable share price.
PUs have rights to dividends only after they have vested.
RSUs and PUs allow for settlement
of the vesting date value in cash or shares issuable at fair market value or a combination of both at the discretion of the unitholder.
The fair value of the RSUs at
the reporting date was based on the Black Scholes option valuation model. The fair value of the PUs at the reporting date was based
on the Black Scholes option valuation model less the fair value of the expected dividends during the vesting period multiplied
by the performance multiplier expectation. At the reporting date it was assumed that there is a 93%-100% probability that the performance
conditions will be met and therefore a 93%-100% (2019: 93%-100%, 2018: 85%) average performance multiplier was used in calculating
the estimated liability. The liability as at December 31, 2020 amounted to $2,240 (2019: $524, January 1, 2019: $2,043). Included
in the liability as at December 31, 2020 is an amount of $634 (2019: $107, 2018: $43) that was expensed and classified as production
costs; refer to note 9. During the year PUs and RSUs to the value of $216 vested and were issued as share capital.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
30
|
Share-based payments (continued)
|
30.1
|
Cash-settled share-based payments (continued)
|
(a)
|
Restricted Share Units and Performance Units (continued)
|
The following assumptions were
used in estimating the fair value of the cash-settled share-based payment liability on:
|
|
December 31,
|
|
December 31,
|
|
|
2020
|
|
2019
|
|
|
|
RSUs
|
|
|
|
PUs
|
|
|
|
RSUs
|
|
|
|
PUs
|
|
Fair value (USD)
|
|
$
|
15.88
|
|
|
$
|
15.51
|
|
|
$
|
8.46
|
|
|
$
|
8.19
|
|
Share price (USD)
|
|
$
|
15.88
|
|
|
$
|
15.88
|
|
|
$
|
8.46
|
|
|
$
|
8.46
|
|
Performance multiplier percentage
|
|
|
–
|
|
|
|
93-100%
|
|
|
|
–
|
|
|
|
93-100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share units granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSUs
|
|
|
|
PUs
|
|
|
|
RSUs
|
|
|
|
PUs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant – January 11, 2016
|
|
|
–
|
|
|
|
–
|
|
|
|
60,645
|
|
|
|
242,579
|
|
Grant- March 23, 2016
|
|
|
–
|
|
|
|
–
|
|
|
|
10,965
|
|
|
|
43,871
|
|
Grant – June 8, 2016
|
|
|
–
|
|
|
|
–
|
|
|
|
5,117
|
|
|
|
20,470
|
|
Grant - January 19, 2017
|
|
|
4,443
|
|
|
|
17,774
|
|
|
|
4,443
|
|
|
|
17,774
|
|
Grant - January 11, 2019
|
|
|
–
|
|
|
|
95,740
|
|
|
|
–
|
|
|
|
95,740
|
|
Grant - March 23, 2019
|
|
|
–
|
|
|
|
28,287
|
|
|
|
–
|
|
|
|
28,287
|
|
Grant - June 8, 2019
|
|
|
–
|
|
|
|
14,672
|
|
|
|
–
|
|
|
|
14,672
|
|
Grant - January 11, 2020
|
|
|
17,585
|
|
|
|
114,668
|
|
|
|
–
|
|
|
|
–
|
|
Grant - March 31, 2020
|
|
|
–
|
|
|
|
1,971
|
|
|
|
–
|
|
|
|
–
|
|
Grant - June 1, 2020
|
|
|
–
|
|
|
|
1,740
|
|
|
|
–
|
|
|
|
–
|
|
Grant - September 9, 2020
|
|
|
–
|
|
|
|
1,611
|
|
|
|
–
|
|
|
|
–
|
|
Grant - September 14, 2020
|
|
|
–
|
|
|
|
20,686
|
|
|
|
–
|
|
|
|
–
|
|
Grant - October 5, 2020
|
|
|
–
|
|
|
|
514
|
|
|
|
–
|
|
|
|
–
|
|
RSU dividends reinvested
|
|
|
995
|
|
|
|
–
|
|
|
|
11,316
|
|
|
|
–
|
|
Settlements/ terminations
|
|
|
(5,052
|
)
|
|
|
(17,774
|
)
|
|
|
(87,434
|
)
|
|
|
(306,920
|
)
|
Total awards
|
|
|
17,971
|
|
|
|
279,889
|
|
|
|
5,052
|
|
|
|
156,473
|
|
On January 11, 2021, 78,883 PUs
were granted to certain employees within the Group.
(b)
|
Caledonia Mining South Africa employee incentive scheme
|
From 2017 Caledonia Mining South
Africa Proprietary Limited granted 52,282 awards to its employees that entitle them to a cash pay-out at the Company’s share
price on November 30 of each year over a 3-year period from the grant date. The cash-settled share-based payment liability was
calculated based on the number of awards expected to vest multiplied by the Company’s Black Scholes option valuation fair
value of £12.05 at the reporting date and apportioned for the quantity vested over the total vesting period. The liability
relating to these cash-settled share-based payment awards amounted to $30 (December 31, 2019: $16, January 1, 2019: $47) and the
expense amounted to $114 (2019: $73, 2018: $97) for the twelve months ended December 31, 2020. The following assumptions were used
in estimating the fair value of the cash-settled share-based payment liability for the year ended December 31, 2020.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
30
|
Share-based payments (continued)
|
30.1
|
Cash-settled share-based payments (continued)
|
(b)
|
Caledonia Mining South Africa employee incentive scheme (continued)
|
During September 2020 it was communicated to employees
of Caledonia Mining South Africa Proprietary Limited that because going forwards they would receive awards of PUs under the Plan,
a discretionary 10% cash bonus scheme would gradually replace the current cash-settled share-based scheme and no more awards would
be made under that scheme. To the extent their cash-settled share-based payments fall shot of the cash bonus, they would receive
an amount to make up the shortfall. The shortfall between 10% of the cash bonus and the cash-settled share-based payments, where
applicable, was accounted for as employee costs (note 14) and included in Trade and other payables (note 31).
|
|
|
2020
|
|
|
|
2019
|
|
|
|
|
Awards
|
|
Grant – July 2017 (3-year term)
|
|
|
–
|
|
|
|
37,330
|
|
Grant – August 2018 (3-year term)
|
|
|
5,918
|
|
|
|
5,918
|
|
Grant - August 2019 (3-year term)
|
|
|
9,034
|
|
|
|
9,034
|
|
Awards paid out/ expired
|
|
|
(11,941
|
)
|
|
|
(44,985
|
)
|
Total awards outstanding
|
|
|
3,011
|
|
|
|
7,297
|
|
|
|
|
|
|
|
|
|
|
Estimated awards expected to vest
|
|
|
100
|
%
|
|
|
100
|
%
|
30.2
|
Equity-settled share-based payments
|
The Group has expensed the following
equity-settled share-based payment arrangements for the years ended December 31:
|
|
|
Note
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share option programmes
|
|
|
30.2
|
(a)
|
|
|
–
|
|
|
|
–
|
|
|
|
14
|
|
|
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
14
|
|
(a)
|
Share
option programs
|
In accordance with the OEICP,
options are granted at an exercise price equal to the greater of volume weighted average trading price for the five days prior
to grant or the closing price on the day immediately prior to the date of grant. The options vest according to dates set at the
discretion of the Compensation Committee of the Board of Directors at the date of grant. All outstanding option awards that have
been granted, pursuant to the plan, vest immediately.
Terms and conditions of share
option programs
The maximum term of the options
under the OEICP is ten years. Equity-settled share-based payments under the OEICP will be settled by physical delivery of shares.
Under the OEICP the aggregate number of shares that may be issued pursuant to the grant of options, or under any other share compensation
arrangements of the Company, will not exceed 10% of the aggregate issued and outstanding shares issued of the Company. At December
31, 2020, the Company has the following options outstanding:
|
Number of Options
|
|
|
|
Exercise Price
|
|
|
Expiry Date
|
|
|
|
|
|
Canadian $
|
|
|
|
|
18,000
|
|
|
|
11.50
|
|
|
Oct 13, 2021
|
|
10,000
|
|
|
|
9.30
|
|
|
Aug 25, 2024
|
|
28,000
|
|
|
|
|
|
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
30
|
Share-based payments (continued)
|
30.2
|
Equity-settled
share-based payments (continued)
|
(a)
|
Share
option programs (continued)
|
The continuity of the options
granted, exercised, cancelled and expired under the Plan were as follows:
|
|
|
Number of
Options
|
|
|
|
Weighted Avg.
Exercise Price
|
|
|
|
|
|
|
|
|
Canadian $
|
|
Options outstanding and excercisable at January 1, 2019
|
|
|
38,000
|
|
|
|
9.48
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Options outstanding and excercisable at December 31, 2019
|
|
|
38,000
|
|
|
|
9.48
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
(5,000
|
)
|
|
|
8.10
|
|
Expired
|
|
|
(5,000
|
)
|
|
|
4.00
|
|
Options outstanding and excercisable at December 31, 2020
|
|
|
28,000
|
|
|
|
10.71
|
|
The weighted average remaining
contractual life of the outstanding options is 1.81 years (2019: 2.14 years, 2018: 3.14 years).
Inputs for measurement of
grant date fair values
The fair value of share-based
payments noted above was estimated using the Black-Scholes Option Pricing Model as the fair value of the services could not be
estimated reliably. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring
fair value. The following assumptions were used in determining the fair value of the options:
Options Granted
|
|
|
10,000
|
|
Grant date
|
|
|
February 27, 2018
|
|
Risk-free interest rate
|
|
|
2.86
|
%
|
Expected stock price volatility (based on historical volatility)
|
|
|
32
|
%
|
Expected option life in years
|
|
|
3
|
|
Exercise price
|
|
|
CAD 9.30
|
|
Share price at grant date
|
|
|
CAD 9.30
|
|
Fair value at grant date
|
|
$
|
1.40
|
|
The exercise price was determined
as the prevailing Toronto Stock Exchange share price on the day of the grant. Expected volatility has been based on an evaluation
of the historical volatility of the Company’s share price. The expected term has been based on historical experience. The
share-based payment expense relating to the grants amounted to $Nil (2019: $Nil; 2018: $14).
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
31
|
Trade and other payables
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
January 1,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables and accruals
|
|
|
1,897
|
|
|
|
2,825
|
|
|
|
2,510
|
|
Electricity accrual
|
|
|
735
|
|
|
|
626
|
|
|
|
4,054
|
|
Audit fee
|
|
|
273
|
|
|
|
370
|
|
|
|
239
|
|
Shareholders for dividend (Non-controlling interest)
|
|
|
208
|
|
|
|
364
|
|
|
|
215
|
|
Other payables
|
|
|
1,209
|
|
|
|
582
|
|
|
|
475
|
|
Connemara North - exploration option
|
|
|
300
|
|
|
|
–
|
|
|
|
–
|
|
Financial liabilities
|
|
|
4,622
|
|
|
|
4,767
|
|
|
|
7,493
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production and management bonus accrual - Blanket Mine
|
|
|
467
|
|
|
|
1,092
|
|
|
|
–
|
|
Other employee benefits
|
|
|
794
|
|
|
|
546
|
|
|
|
669
|
|
Leave pay
|
|
|
2,098
|
|
|
|
1,943
|
|
|
|
1,889
|
|
Accruals
|
|
|
683
|
|
|
|
–
|
|
|
|
–
|
|
Non-financial liabilities
|
|
|
4,042
|
|
|
|
3,581
|
|
|
|
2,558
|
|
Total
|
|
|
8,664
|
|
|
|
8,348
|
|
|
|
10,051
|
|
The Group's exposure to credit and currency
risks and impairment losses related to trade and other receivables are disclosed in notes 7 and 33.
The Group voluntarily changed the disclosure
policy for lease liabilities to be disclosed separately rather than under Trade and other payables (refer to note 4(b)(ii)). The
new disclosure policy was adopted from December, 2020 and has been applied retrospectively.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
Non-cash items and information presented separately on the cash
flow statement:
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
40,735
|
|
|
|
60,889
|
|
|
|
21,421
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of property, plant and equipment
|
|
|
–
|
|
|
|
144
|
|
|
|
208
|
|
Impairment of exploration and evaluation assets
|
|
|
2,930
|
|
|
|
–
|
|
|
|
–
|
|
Profit on sale of subsidiary
|
|
|
–
|
|
|
|
(5,409
|
)
|
|
|
–
|
|
Unrealised foreign exchange gains (note 11)
|
|
|
(8,367
|
)
|
|
|
(31,307
|
)
|
|
|
(243
|
)
|
Cash-settled share-based expense (note 30.1)
|
|
|
1,413
|
|
|
|
689
|
|
|
|
228
|
|
Cash-settled share-based expense included in production costs
(note 9)
|
|
|
634
|
|
|
|
107
|
|
|
|
43
|
|
Settlement of cash-settled share-based expense
|
|
|
(1
|
)
|
|
|
(1,384
|
)
|
|
|
–
|
|
Equity-settled share-based expense
|
|
|
–
|
|
|
|
–
|
|
|
|
14
|
|
Site restoration
|
|
|
–
|
|
|
|
–
|
|
|
|
30
|
|
Depreciation
|
|
|
4,628
|
|
|
|
4,434
|
|
|
|
4,071
|
|
Allowance for obsolete inventory
|
|
|
–
|
|
|
|
–
|
|
|
|
15
|
|
Fair value loss/ (gain) on derivative assets (note 23)
|
|
|
266
|
|
|
|
(102
|
)
|
|
|
–
|
|
Disposal of property, plant and equipment
|
|
|
–
|
|
|
|
63
|
|
|
|
–
|
|
Derecognition of property, plant and equipment
|
|
|
182
|
|
|
|
–
|
|
|
|
–
|
|
Net cash used for assets and liabilities held for sale
|
|
|
–
|
|
|
|
–
|
|
|
|
(2
|
)
|
Cash generated by operations before working capital changes
|
|
|
42,420
|
|
|
|
28,124
|
|
|
|
25,785
|
|
Inventories
|
|
|
(5,707
|
)
|
|
|
(1,655
|
)
|
|
|
(277
|
)
|
Prepayments
|
|
|
816
|
|
|
|
(2,099
|
)
|
|
|
(62
|
)
|
Trade and other receivables
|
|
|
539
|
|
|
|
393
|
|
|
|
(1,916
|
)
|
Trade and other payables
|
|
|
(101
|
)
|
|
|
(878
|
)
|
|
|
(2,411
|
)
|
Cash generated by operations
|
|
|
37,967
|
|
|
|
23,885
|
|
|
|
21,119
|
|
Exposure to credit risk
The carrying amount of financial assets
as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The maximum exposure
to credit risk for trade and other receivables at the reporting date by geographic region was:
Carrying amount
|
|
|
2020
|
|
|
|
2019
|
|
|
|
January 1,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zimbabwe
|
|
|
1,581
|
|
|
|
3,123
|
|
|
|
3,639
|
|
Jersey, Channel Islands
|
|
|
1,100
|
|
|
|
2,003
|
|
|
|
–
|
|
Other regions
|
|
|
3
|
|
|
|
20
|
|
|
|
10
|
|
|
|
|
2,684
|
|
|
|
5,146
|
|
|
|
3,649
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
33
|
Financial Instruments (continued)
|
The following are the contractual maturities
of financial liabilities, including contractual interest payments and excluding the impact of netting agreements.
Non-derivative financial liabilities
December 31, 2020
|
|
|
Carrying
amount
|
|
|
|
12 months
or less
|
|
|
|
1-3 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
4,622
|
|
|
|
4,622
|
|
|
|
-
|
|
Term loan facility
|
|
|
408
|
|
|
|
408
|
|
|
|
-
|
|
|
|
|
5,030
|
|
|
|
5,030
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
Carrying
amount
|
|
|
|
12 months
or less
|
|
|
|
1-3 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
5,116
|
|
|
|
5,116
|
|
|
|
-
|
|
Term loan facility
|
|
|
2,471
|
|
|
|
-
|
|
|
|
2,471
|
|
|
|
|
7,587
|
|
|
|
5,116
|
|
|
|
2,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2019
|
|
|
Carrying
amount
|
|
|
|
12 months
or less
|
|
|
|
1-3 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
7,493
|
|
|
|
7,493
|
|
|
|
-
|
|
Term loan facility
|
|
|
5,960
|
|
|
|
-
|
|
|
|
5,960
|
|
|
|
|
13,453
|
|
|
|
7,493
|
|
|
|
5,960
|
|
The Group is exposed to currency risk to
the extent that there is a mismatch between the currency that it transacts in and the functional currency. The results of the Group’s
operations are subject to currency transaction risk and currency translation risk. The operating results and financial position
of the Group are reported in US Dollar in the Group’s consolidated financial statements.
The fluctuation of the US Dollar in relation
to other currencies that entities within the Group may transact in will consequently have an effect upon the profitability of the
Group and may also effect the value of the Group’s assets and liabilities. As noted below, the Group has certain financial
assets and liabilities denominated in currencies other than the functional currency of the Company. To reduce exposure to currency
transaction risk, the Group regularly reviews the currency in which it spends its cash to identify and avoid specific expenditures
in currencies that experience inflationary pressures. The Group invested in a Gold ETF to avoid fluctuations in South African Rands.
Further, the Group aims to maintain cash and cash equivalents in US Dollar to avoid foreign exchange exposure and to meet short-term
liquidity requirements.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
33
|
Financial Instruments (continued)
|
(c)
|
Currency risk (continued)
|
Sensitivity analysis
As a result of the Group’s monetary
assets and liabilities denominated in foreign currencies which is different to the functional currency of the underlying entities,
the profit or loss and equity in the underlying entities could be affected by movements between the functional currency and the
foreign currency. The table below indicates consolidated monetary assets/(liabilities) in the Group that have a different functional
currency and foreign currency.
|
|
2020
|
|
2019
|
|
January 1, 2019
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
Functional currency
|
|
Functional currency
|
|
Functional currency
|
|
|
ZAR
|
|
$
|
|
ZAR
|
|
$
|
|
ZAR
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
59
|
|
|
|
1,959
|
|
|
|
57
|
|
|
|
4,176
|
|
|
|
57
|
|
|
|
8,147
|
|
Trade and other receivables
|
|
|
-
|
|
|
|
249
|
|
|
|
-
|
|
|
|
1,735
|
|
|
|
-
|
|
|
|
126
|
|
Trade and other payables
|
|
|
-
|
|
|
|
(174
|
)
|
|
|
-
|
|
|
|
(179
|
)
|
|
|
-
|
|
|
|
(345
|
)
|
Term loan
|
|
|
-
|
|
|
|
408
|
|
|
|
-
|
|
|
|
(2,471
|
)
|
|
|
-
|
|
|
|
(5,960
|
)
|
Overdraft
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(490
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
59
|
|
|
|
2,442
|
|
|
|
57
|
|
|
|
2,771
|
|
|
|
57
|
|
|
|
1,968
|
|
A reasonably possible strengthening or
weakening of 5% of the various functional currencies against the foreign currencies would have the following equal or opposite
effect on profit or loss and equity for the Group:
|
|
2020
|
|
2019
|
|
January 1, 2019
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
Functional currency
|
|
Functional currency
|
|
Functional currency
|
|
|
ZAR
|
|
$
|
|
ZAR
|
|
$
|
|
ZAR
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
3
|
|
|
|
103
|
|
|
|
3
|
|
|
|
199
|
|
|
|
3
|
|
|
|
388
|
|
Trade and other receivables
|
|
|
-
|
|
|
|
12
|
|
|
|
-
|
|
|
|
82
|
|
|
|
-
|
|
|
|
6
|
|
Trade and other payables
|
|
|
-
|
|
|
|
(8
|
)
|
|
|
-
|
|
|
|
9
|
|
|
|
-
|
|
|
|
(16
|
)
|
Term loan
|
|
|
-
|
|
|
|
19
|
|
|
|
-
|
|
|
|
(117
|
)
|
|
|
-
|
|
|
|
(283
|
)
|
Overdraft
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(23
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
3
|
|
|
|
126
|
|
|
|
3
|
|
|
|
150
|
|
|
|
3
|
|
|
|
95
|
|
The Group's interest rate risk arises from
Loans and borrowings, overdraft facility and cash held. The Loans and borrowings, overdraft facility and cash held have variable
interest rates. Variable rates expose the Group to cash flow interest rate risk. The Group has not entered into interest rate swap
agreements.
The Group’s assets and liabilities
exposed to interest rate fluctuations as at year end is summarised as follows:
|
|
|
2020
|
|
|
|
2019
|
|
|
|
January 1,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
19,092
|
|
|
|
9,383
|
|
|
|
11,187
|
|
Term loan
|
|
|
(408
|
)
|
|
|
(2,471
|
)
|
|
|
(5,960
|
)
|
Overdraft
|
|
|
–
|
|
|
|
(490
|
)
|
|
|
–
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
33
|
Financial Instruments (continued)
|
(d)
|
Interest rate risk (continued)
|
Interest rate risk arising from borrowings
is offset by interest from available cash and cash equivalents. The table below summarises the effect of a change in finance cost
on the Group’s profit or loss and equity, had the rates charged differed.
Sensitivity analysis - Cash and cash equivalents
|
|
|
2020
|
|
|
|
2019
|
|
|
|
January 1,
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase by 100 basis points
|
|
|
191
|
|
|
|
94
|
|
|
|
111
|
|
Decrease by 100 basis points
|
|
|
(191
|
)
|
|
|
(94
|
)
|
|
|
(111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensitivity analysis - Term loan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase by 100 basis points
|
|
|
4
|
|
|
|
(25
|
)
|
|
|
(60
|
)
|
Decrease by 100 basis points
|
|
|
(4
|
)
|
|
|
25
|
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sensitivity analysis - Overdraft
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase by 100 basis points
|
|
|
-
|
|
|
|
(5
|
)
|
|
|
-
|
|
Decrease by 100 basis points
|
|
|
-
|
|
|
|
5
|
|
|
|
-
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared to owners of the Company (excluding NCI)
|
|
|
3,887
|
|
|
|
2,969
|
|
|
|
2,908
|
|
Quarterly dividend per share history:
Declaration date
|
cents per share
|
January 10, 2019
|
6.875
|
April 11, 2019
|
6.875
|
July 11, 2019
|
6.875
|
October 10, 2019
|
6.875
|
January 16, 2020
|
7.5
|
May 14, 2020
|
7.5
|
July 16, 2020
|
8.5
|
October 15, 2020
|
10.0
|
The Group may be subject to various claims
that arise in the normal course of business. Management believes there are no contingent liabilities.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
Key management personnel are those persons
having authority and responsibility for planning, directing and controlling the activities of the entity. Directors of the company,
as well as certain executives, are considered key management.
Employee contracts between Caledonia Mining
South Africa Proprietary Limited, the Company and key management, include an option for respective key management to terminate
such employee contract in the event of a change in control of the Company and to receive a severance payment equal to two years’
compensation. If this was triggered as at December 31, 2020 the severance payment would have amounted to $8,338 (2019: $6,259,
2018: $6,567). A change in control would constitute:
|
·
|
the acquisition of more than 50% of the
shares; or
|
|
·
|
the acquisition of right to exercise the
majority of the voting rights of shares; or
|
|
·
|
the acquisition of the right to appoint
the majority of the board of directors; or
|
|
·
|
the acquisition of more than 50% of the
assets of the Group.
|
Key management personnel and director
transactions:
A number of related parties transacted
with the Group in the reporting period. The aggregate value of transactions and outstanding balances relating to key management
personnel and entities over which they have control or significant influence were as follows:
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key management salaries and bonuses
|
|
|
2,915
|
|
|
|
2,362
|
|
|
|
2,476
|
|
Cash-settled share-based expense*
|
|
|
1,280
|
|
|
|
723
|
|
|
|
261
|
|
|
|
|
4,195
|
|
|
|
3,085
|
|
|
|
2,737
|
|
Employees, officers, directors, consultants
and other service providers also participate in the OEICP (see note 30.1(a)). Group entities are set out in note 37.
Refer to note 6 and note 27 for transactions
with Non-controlling interests. Refer to note 38 for management fees between Caledonia Mining South Africa Proprietary Limited
and Blanket Mine (1983) (Private) Limited.
* Amount
inclusive of $295 (2019: $107, 2018: $43) classified as production costs.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
|
|
Functional
currency
|
|
Country of
incorporation
|
|
Legal
shareholding
|
|
Intercompany balances
with holding company
|
|
|
|
|
|
|
|
2020
|
|
|
|
2019
|
|
|
|
2020
|
|
|
|
2019
|
|
Caledonia Holdings Zimbabwe (Private) Limited
|
|
$
|
|
Zimbabwe
|
|
|
100
|
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
Caledonia Mining Services (Private) Limited
|
|
$
|
|
Zimbabwe
|
|
|
100
|
|
|
|
100
|
|
|
|
-
|
|
|
|
-
|
|
Fintona Investments Proprietary Limited
|
|
ZAR
|
|
South Africa
|
|
|
100
|
|
|
|
100
|
|
|
|
(14,859
|
)
|
|
|
(14,859
|
)
|
Caledonia Mining South Africa Proprietary Limited
|
|
ZAR
|
|
South Africa
|
|
|
100
|
|
|
|
100
|
|
|
|
612
|
|
|
|
1,750
|
|
Greenstone Management Services Holdings Limited
|
|
$
|
|
United Kingdom
|
|
|
100
|
|
|
|
100
|
|
|
|
20,818
|
|
|
|
14,902
|
|
Blanket Mine (1983) (Private) Limited (2)
|
|
$
|
|
Zimbabwe
|
|
|
64
|
|
|
|
49
|
|
|
|
(3,980
|
)
|
|
|
(400
|
)
|
Blanket Employee Trust Services (Private) Limited (BETS) (1)
|
|
$
|
|
Zimbabwe
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(1) BETS and the Community
Trust are consolidated as structured entities.
(2) Refer to note 6
for the effective shareholding. NCI has a 13.2% (2019: 16.2%, 2018: 16.2%) interest in cash flows of Blanket only.
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
The Group's operating segments
have been identified based on geographic areas. The strategic business units are managed separately because they require different
technology and marketing strategies. For each of the strategic business units, the Group’s CEO reviews internal management
reports on at least a quarterly basis. Zimbabwe and South Africa describe the operations of the Group's reportable segments. The
Zimbabwe operating segment comprises Caledonia Holdings Zimbabwe (Private) Limited and subsidiaries and Caledonia Mining Services
(Private) Limited. The South African geographical segment comprises a gold mine that is on care and maintenance (and now sold),
as well as sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine. The holding company (Caledonia
Mining Corporation Plc) and Greenstone Management Services Holdings Limited (a UK company) responsible for administrative functions
within the Group are taken into consideration in the strategic decision-making process of the CEO and are therefore included in
the disclosure below. Reconciling amounts do not represent a separate segment. Information regarding the results of each reportable
segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management
report that are reviewed by the Group's CEO. Segment profit is used to measure performance as management believes that such information
is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
Information about reportable segments
For the twelve months ended December 31, 2020
|
|
|
Zimbabwe
|
|
|
|
South Africa
|
|
|
|
Inter-group
eliminations
adjustments
|
|
|
|
Corporate
and other
reconciling
amounts
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
100,002
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
100,002
|
|
Inter-segmental revenue
|
|
|
–
|
|
|
|
23,214
|
|
|
|
(23,214
|
)
|
|
|
–
|
|
|
|
–
|
|
Royalty
|
|
|
(5,007
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(5,007
|
)
|
Production costs
|
|
|
(44,032
|
)
|
|
|
(20,318
|
)
|
|
|
20,639
|
|
|
|
–
|
|
|
|
(43,711
|
)
|
Depreciation
|
|
|
(4,920
|
)
|
|
|
(91
|
)
|
|
|
424
|
|
|
|
(41
|
)
|
|
|
(4,628
|
)
|
Other income
|
|
|
4,751
|
|
|
|
14
|
|
|
|
–
|
|
|
|
–
|
|
|
|
4,765
|
|
Other expenses
|
|
|
(5,180
|
)
|
|
|
(114
|
)
|
|
|
–
|
|
|
|
(21
|
)
|
|
|
(5,315
|
)
|
Administrative expenses
|
|
|
(156
|
)
|
|
|
(2,237
|
)
|
|
|
10
|
|
|
|
(5,614
|
)
|
|
|
(7,997
|
)
|
Management fee
|
|
|
(2,492
|
)
|
|
|
2,492
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cash-settled share-based expense
|
|
|
–
|
|
|
|
(114
|
)
|
|
|
634
|
|
|
|
(1,933
|
)
|
|
|
(1,413
|
)
|
Net foreign exchange gain (loss)
|
|
|
4,618
|
|
|
|
132
|
|
|
|
(272
|
)
|
|
|
(173
|
)
|
|
|
4,305
|
|
Fair value loss on derivative assets
|
|
|
–
|
|
|
|
(164
|
)
|
|
|
–
|
|
|
|
(102
|
)
|
|
|
(266
|
)
|
Net finance cost
|
|
|
(352
|
)
|
|
|
47
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(305
|
)
|
Dividends (paid) received
|
|
|
(2,198
|
)
|
|
|
(1,355
|
)
|
|
|
–
|
|
|
|
3,553
|
|
|
|
–
|
|
Profit before tax
|
|
|
45,034
|
|
|
|
1,506
|
|
|
|
(1,779
|
)
|
|
|
(4,331
|
)
|
|
|
40,430
|
|
Tax expense
|
|
|
(14,446
|
)
|
|
|
(854
|
)
|
|
|
380
|
|
|
|
(253
|
)
|
|
|
(15,173
|
)
|
Profit after tax
|
|
|
30,588
|
|
|
|
652
|
|
|
|
(1,399
|
)
|
|
|
(4,584
|
)
|
|
|
25,257
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
38
|
Operating Segments
(continued)
|
As at December 31, 2020
|
|
|
Zimbabwe
|
|
|
|
South Africa
|
|
|
|
Inter-group
eliminations
adjustments
|
|
|
|
Corporate
and other
reconciling
amounts
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (excluding intercompany)
|
|
|
27,070
|
|
|
|
5,320
|
|
|
|
(194
|
)
|
|
|
12,390
|
|
|
|
44,586
|
|
Non-Current (excluding intercompany)
|
|
|
133,568
|
|
|
|
716
|
|
|
|
(4,237
|
)
|
|
|
3,287
|
|
|
|
133,334
|
|
Expenditure on property, plant and equipment (note 17)
|
|
|
26,391
|
|
|
|
151
|
|
|
|
(1,887
|
)
|
|
|
123
|
|
|
|
24,778
|
|
Expenditure on evaluation and exploration assets (note 18)
|
|
|
98
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,961
|
|
|
|
3,059
|
|
Intercompany balances
|
|
|
17,482
|
|
|
|
6,752
|
|
|
|
(69,144
|
)
|
|
|
44,910
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic segment liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (excluding intercompany)
|
|
|
(6,831
|
)
|
|
|
(1,797
|
)
|
|
|
–
|
|
|
|
(1,336
|
)
|
|
|
(9,964
|
)
|
Non-current (excluding intercompany)
|
|
|
(8,065
|
)
|
|
|
–
|
|
|
|
264
|
|
|
|
(2,112
|
)
|
|
|
(9,913
|
)
|
Intercompany balances
|
|
|
–
|
|
|
|
(34,020
|
)
|
|
|
69,144
|
|
|
|
(35,124
|
)
|
|
|
–
|
|
For the twelve months ended December 31, 2019
|
|
|
Zimbabwe
|
|
|
|
South Africa
|
|
|
|
Inter-group
eliminations
adjustments
|
|
|
|
Corporate
and other
reconciling
amounts
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
75,826
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
75,826
|
|
Inter-segmental revenue
|
|
|
–
|
|
|
|
15,973
|
|
|
|
(15,194
|
)
|
|
|
(779
|
)
|
|
|
–
|
|
Royalty
|
|
|
(3,854
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,854
|
)
|
Production costs
|
|
|
(36,278
|
)
|
|
|
(13,740
|
)
|
|
|
13,618
|
|
|
|
–
|
|
|
|
(36,400
|
)
|
Depreciation
|
|
|
(4,645
|
)
|
|
|
(90
|
)
|
|
|
350
|
|
|
|
(49
|
)
|
|
|
(4,434
|
)
|
Other income
|
|
|
2,016
|
|
|
|
258
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,274
|
|
Other expenses
|
|
|
(498
|
)
|
|
|
(168
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
(666
|
)
|
Administrative expenses
|
|
|
(126
|
)
|
|
|
(1,736
|
)
|
|
|
–
|
|
|
|
(3,775
|
)
|
|
|
(5,637
|
)
|
Management fee
|
|
|
(2,798
|
)
|
|
|
2,798
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Cash-settled share-based expense
|
|
|
(234
|
)
|
|
|
(166
|
)
|
|
|
–
|
|
|
|
(289
|
)
|
|
|
(689
|
)
|
Net foreign exchange gain
|
|
|
29,634
|
|
|
|
9
|
|
|
|
–
|
|
|
|
18
|
|
|
|
29,661
|
|
Profit with sale of subsidiary
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
5,409
|
|
|
|
5,409
|
|
Fair value loss on derivative assets
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(601
|
)
|
|
|
(601
|
)
|
Net finance cost
|
|
|
(299
|
)
|
|
|
57
|
|
|
|
–
|
|
|
|
44
|
|
|
|
(198
|
)
|
Dividends received
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Profit before tax
|
|
|
58,744
|
|
|
|
3,195
|
|
|
|
(1,226
|
)
|
|
|
(22
|
)
|
|
|
60,691
|
|
Tax expense
|
|
|
(9,529
|
)
|
|
|
(825
|
)
|
|
|
192
|
|
|
|
(128
|
)
|
|
|
(10,290
|
)
|
Profit after tax
|
|
|
49,215
|
|
|
|
2,370
|
|
|
|
(1,034
|
)
|
|
|
(150
|
)
|
|
|
50,401
|
|
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
38
|
Operating Segments
(continued)
|
As at December 31, 2019
|
|
|
Zimbabwe
|
|
|
|
South Africa
|
|
|
|
Inter-group
eliminations
adjustments
|
|
|
|
Corporate
and other
reconciling
amounts
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (excluding intercompany)
|
|
|
21,608
|
|
|
|
3,383
|
|
|
|
(139
|
)
|
|
|
4,987
|
|
|
|
29,839
|
|
Non-Current (excluding intercompany)
|
|
|
115,611
|
|
|
|
315
|
|
|
|
(2,456
|
)
|
|
|
244
|
|
|
|
113,714
|
|
Expenditure on property, plant and equipment (note 17)
|
|
|
21,293
|
|
|
|
47
|
|
|
|
(1,165
|
)
|
|
|
248
|
|
|
|
20,423
|
|
Expenditure on evaluation and exploration assets (note 18)
|
|
|
172
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
172
|
|
Intercompany balances
|
|
|
–
|
|
|
|
8,869
|
|
|
|
(52,783
|
)
|
|
|
43,914
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic segment liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current (excluding intercompany)
|
|
|
(7,177
|
)
|
|
|
(1,546
|
)
|
|
|
–
|
|
|
|
(1,156
|
)
|
|
|
(9,879
|
)
|
Non-current (excluding intercompany)
|
|
|
(9,085
|
)
|
|
|
(17
|
)
|
|
|
140
|
|
|
|
5
|
|
|
|
(8,957
|
)
|
Intercompany balances
|
|
|
(2,441
|
)
|
|
|
(32,558
|
)
|
|
|
52,783
|
|
|
|
(17,784
|
)
|
|
|
–
|
|
Major customer
Revenues from Fidelity amounted to $100,002
(2019: $75,826, 2018: $68,399) for the twelve months ended December 31, 2020.
39
|
Defined Contribution Plan
|
Under the terms of the Mining Industry
Pension Fund (“Fund”) in Zimbabwe, eligible employees contribute a fixed percentage of their eligible earnings to the
Fund. Blanket Mine makes a matching contribution plus an inflation levy as a fixed percentage of eligible earnings of these employees.
The total contribution by Blanket Mine for the year ended December 31, 2020 was $796 (2019: $506, 2018: $619).
Caledonia Mining Corporation Plc
|
Notes to the Consolidated Financial Statements
|
For the years ended December 31, 2020, 2019 and 2018
|
(in thousands of United States Dollars, unless indicated otherwise
|
Due to the worldwide COVID-19 outbreak,
material uncertainties may come into existence that could influence management’s going concern assumption. Management cannot
accurately predict the future impact that COVID-19 may have on:
|
·
|
demand for gold and the ability to refine
and sell gold produced;
|
|
·
|
the severity and the length of potential
measures taken by governments to manage the spread of the disease, and their effect on labour availability and supply lines;
|
|
·
|
availability of government supplies, such
as water and electricity;
|
|
·
|
local currency purchasing power; or
|
|
·
|
ability to obtain funding.
|
With regular lockdowns implemented by the
Government of Zimbabwe and the Government of South Africa the Group’s supply chain has continued to function at a level that
is adequate to augment the Group’s inventories, which management believes are sufficient to maintain normal production without
interruption and accordingly the current situation bears no impact on management’s going concern assumption.
Further management had to incur additional
costs to ensure the wellbeing of its employees and made donations to stakeholders in Zimbabwe to assist in curbing the effects
of COVID-19. The cost related to these expenditures are disclosed in notes 9 and 13.
Work on the Central Shaft project from
April 2020 was delayed by restrictions on the movement of specialised personnel and the transport of equipment due to the COVID-19
pandemic. The Central Shaft is now expected to be commissioned in the first quarter of 2021 instead of the fourth quarter of 2020.
The delay in commissioning has affected target production for 2021 which has been reduced from approximately 75,000 ounces to a
range of 61,000 to 67,000 ounces. There is no change to the target production rate of 80,000 ounces in from 2022 onwards.
At the date of the authorisation of the
financial statements management is of the opinion that the effects of COVID-19 has been considered in making significant judgements
and estimates, valuations and evaluating our going concern principle.
There were no significant subsequent events between December
31, 2020 and the date of issue of these financial statements other than described in the preceding notes to the consolidated financial
statements.
SIGNATURE
The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual
Report on its behalf.
Date March 29, 2021
|
CALEDONIA MINING CORPORATION PLC
|
|
|
|
|
|
By:
|
/s/ Mark Learmonth
|
|
|
|
Mark Learmonth
|
|
|
|
Chief Financial Officer
|
|
F-67