[ ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR |
[x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, |
OR |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR |
[ ] | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report …………………………………………… |
For the transition period from ……………………………… to ……………………………… |
CALEDONIA MINING CORPORATION |
(Exact name of Registrant as specified in its charter) |
Canada |
(Jurisdiction of incorporation or organization) |
Greenstone Management Services |
24 Ninth Street, Lower Houghton, Johannesburg, Gauteng 2198, South Africa |
(Address of principal executive offices) |
Steven Curtis, +27 11 447 2499, scurtis@caledoniamining.com, 24 Ninth Street, Lower Houghton, Johannesburg, Gauteng 2198, South Africa |
(Name, telephone, email and/or facsimile number and address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act: None |
Securities registered or to be registered pursuant to Section 12(g) of the Act |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None |
ITEM 1 - | 9 | |||
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE | 9 | |||
ITEM 3 - KEY INFORMATION | 9 | |||
A. Selected Financial Data | 9 | |||
B. | Capitalization and Indebtedness | 10 | ||
C. | Reasons for the Offer and Use of Proceeds | 10 | ||
D. | Risk Factors | 11 | ||
ITEM 4 - INFORMATION ON THE COMPANY | 17 | |||
A. History and Development of the | 17 | |||
B. | Business Overview | 19 | ||
C. | Organizational Structure | |||
D. | Property, Plant and Equipment | |||
ITEM 4A - UNRESOLVED STAFF COMMENTS | ||||
ITEM 5- OPERATING AND FINANCIAL REVIEW AND PROSPECTS | ||||
A. Operational Results | 32 | |||
B. | Trend Information | |||
C. | Off-Balance Sheet Arrangements | |||
D. | Tabular Disclosure of Contractual Obligations | |||
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | ||||
A. Directors and Senior Management | ||||
39 | ||||
B. Compensation | ||||
C. Board Practices | 44 | |||
D. Employees | 44 | |||
E. Share Ownership | 45 | |||
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | ||||
A. Major Shareholders | 47 | |||
B. | Related Party Transactions | |||
C. | Interests of Experts and Counsel | |||
ITEM 8 - FINANCIAL INFORMATION | ||||
A. Consolidated Statements and Other Financial Information | ||||
B. | Significant Changes | 49 | ||
ITEM 9 - THE OFFERING AND LISTING | ||||
A. Offering and Listing Details | ||||
ITEM 10 - ADDITIONAL INFORMATION | ||||
A. Share Capital | 50 | |||
B. Memorandum and Articles of Association | ||||
C. | Material Contracts | |||
D. | Exchange Controls | |||
E. Taxation | ||||
F. | Dividends and Paying Agents | |||
G. | Statement by Experts | |||
H. | Documents on Display | 57 | ||
I. Subsidiary Information | 58 | |||
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
A. Currency Risk | 58 | |||
B. | Interest Rate Risk | |||
C. | Concentration of Credit Risk | |||
D. | Liquidity Risk | 59 | ||
E. Commodity Price Risk |
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | ||||
ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES | ||||
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | ||||
ITEM 15 - CONTROLS AND PROCEDURES | ||||
ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT | ||||
ITEM 16B - CODE OF ETHICS | 61 | |||
ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES | ||||
ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | ||||
ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | ||||
ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT | ||||
ITEM 16G - CORPORATE GOVERNANCE | ||||
ITEM 16H - MINE SAFETY DISCLOSURE | ||||
ITEM 17 - FINANCIAL STATEMENTS | ||||
Responded to in Item 18. | 62 | |||
ITEM 18 - FINANCIAL STATEMENTS | ||||
ITEM 19 – EXHIBITS |
ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3 - KEY INFORMATION |
A. | Selected Financial Data |
IFRS | Canadian GAAP | |||||||||||||||
Financial – All in C$ 000’s unless otherwise indicated | 2013 | 2012 | 2011 | 2010 | 2009 | 2014 | 2013 | 2012 | 2011 | 2010 | ||||||
Revenue | 65,113 | 75,221 | 55,705 | 22,388 | 11,559 | 59,082 | 65,113 | 75,221 | 55,705 | 22,388 | ||||||
Gross Profit | 29, 881 | 40,915 | 29,115 | 6,360 | 2,916 | 20,473 | 29, 881 | 40,915 | 29,115 | 6,360 | ||||||
Expense - (General and administration, interest and foreign exchange including provisions and impairments) | Expense - (General and administration, interest and foreign exchange including provisions and impairments) | (20,474 | ) | (20,658 | ) | (8,359 | ) | (3,866 | ) | (6,007 | ) | (7,304) | (20,474) | (20,658) | (8,359) | (3,866) |
Net Income /(Loss) – after income taxes from operations | Net Income /(Loss) – after income taxes from operations | (490 | ) | 7,358 | 12,130 | 1,455 | (3,950 | ) | 6,565 | (490) | 7,358 | 12,130 | 1,455 | |||
Net Income /(Loss) – after income taxes from continuing operations | Net Income /(Loss) – after income taxes from continuing operations | (490 | ) | 7,358 | 12,130 | 1,455 | (3,950 | ) | 6,565 | (490) | 7,358 | 12,130 | 1,455 | |||
Cash and cash equivalent | 25,222 | 27,942 | 9,686 | 1,145 | 1,623 | 26,838 | 25,222 | 27,942 | 9,686 | 1,145 | ||||||
Current Assets | 36,154 | 35,294 | 18,159 | 6,176 | 5,917 | 36,908 | 36,154 | 35,294 | 18,159 | 6,176 | ||||||
Total Assets | 69,602 | 71,827 | 52,402 | 38,159 | 22,090 | 77,296 | 69,602 | 71,827 | 52,402 | 38,159 | ||||||
Current Liabilities | 7,534 | 9,280 | 4,566 | 4,629 | 2,759 | 5,781 | 7,534 | 9,280 | 4,566 | 4,629 | ||||||
Long Term Liabilities | 10,094 | 6,928 | 7,822 | 7,050 | 2,589 | 12,980 | 10,094 | 6,928 | 7,822 | 7,050 | ||||||
Working Capital | 28,620 | 26,014 | 13,588 | 1,547 | 3,158 | 31,127 | 28,620 | 26,014 | 13,588 | 1,547 | ||||||
Net Assets | 51,974 | 55,619 | 40,014 | 26,480 | 16,742 | 58,535 | 51,974 | 55,619 | 40,014 | 26,480 | ||||||
Total Capital Expenditures including Mineral Properties | Total Capital Expenditures including Mineral Properties | 11,738 | 7,909 | 8,528 | 7,304 | 1,547 | 6,786 | 11,738 | 7,909 | 8,528 | 7,304 | |||||
Financing Raised (repaid) | 2,266 | 544 | (279 | ) | 159 | 588 | ||||||||||
Financing Raised(repaid) | (1,796) | 2,266 | 544 | (279) | 159 |
Share Information | |||||||||||||||||||||
IFRS | Canadian GAAP | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||
Market Capitalization ($ Thousands) at December 31 | 39,088 | 46,301 | 55,060 | 80,021 | 32,508 | ||||||||||||||||
Shares Outstanding (Thousands)(1) | 52,117 | 51,446 | 50,549 | 50,169 | 50,169 | ||||||||||||||||
Options Outstanding (Thousands)(1) | 2,848 | 3,330 | 4,254 | 3,258 | 3,258 | ||||||||||||||||
Basic and diluted net income (loss) per share for continuing operations | $ | (0,061 | ) | $ | 0.17 | $ | 0.24 | $ | 0.03 | $ | (0.08 | ) | |||||||||
Basic and diluted net income (loss) per share for the year | $ | (0,061 | ) | $ | 0.17 | $ | 0.24 | $ | 0.03 | $ | (0.08 | ) |
2014 | 2013 | 2012 | 2011 | 2010 | |
Market Capitalization (USD Thousands) at December 31 | 31,791 | 39,088 | 46,301 | 55,060 | 80,021 |
Shares Outstanding (Thousands)(1) | 52,117 | 52,117 | 51,446 | 50,549 | 50,169 |
Options Outstanding (Thousands)(1) | 2,565 | 2,848 | 3,330 | 4,254 | 3,258 |
Basic and diluted net income (loss) per share for continuing operations | $ 0,093 | $ (0,061) | $0.172 | $0.24 | $0.03 |
Basic and diluted net income (loss) per share for the year | $ 0,093 | $ (0,061) | $0.172 | $0.24 | $0.03 |
(1) | All share and option numbers are stated on the basis of the 1:10 reverse split that took place in 2013 |
Exchange Rate | 2013 | 2012 | 2011 | 2010 | 2009 | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||
Rate at the End of the Period (1) | 1.0696 | 0.9935 | 0.9767 | 0.9999 | 1.049 | ||||||||||||||||||||
Rate at 31 December (1) | 0.0862 | 1.0696 | 0.9935 | 0.9767 | 0.9999 | ||||||||||||||||||||
Average Rate (2) | 1.0300 | 0.9998 | 0.9892 | 1.03 | 1.14 | 0.9054 | 1.0300 | 0.9998 | 0.9892 | 1.03 | |||||||||||||||
High Rate (1) | 1.0707 | 1.0414 | 1.0468 | 1.0766 | 1.036 | 0.8589 | 1.0707 | 1.0414 | 1.0468 | 1.0766 | |||||||||||||||
Low Rate (1) | 0.9836 | 0.9676 | 0.9748 | 0.9966 | 1.2907 | 1.0164 | 0.9836 | 0.9676 | 0.9748 | 0.9966 |
(1) | The rate of exchange is the Bank of Canada closing rate for the period 1 C$ to US$. |
(2) | The average rate means the average of the exchange rates during the year. |
Sept 2014 | Oct 2014 | Nov 2014 | Dec 2014 | Jan 2015 | Feb 2015 | March 2015 | |
Closing | 0.8929 | 0.8872 | 0.8741 | 0.8620 | 0.7867 | 0.7998 | 0.8019 |
Average | 0.9826 | 0.8917 | 0.8827 | 0.8672 | 0.8260 | 0.7800 | 0.7934 |
Hi | 0.9826 | 0.8885 | 0.8741 | 0.8650 | 0.8226 | 0.7960 | 0.7901 |
Low | 0.9109 | 0.8948 | 0.8799 | 0.8694 | 0.8294 | 0.8035 | 0.7969 |
B. | Capitalization and Indebtedness |
Not Applicable. |
C. |
Not Applicable. |
D. | Risk Factors |
· | the abolition of windfall tax |
· | the return of capital allowances back to 100%. |
ITEM 4 - INFORMATION ON THE COMPANY |
A. | History and Development of the Company |
African Office - South Africa | Representational Offices - Canada | |
Greenstone Management Services Proprietary Limited | Suite 4009, 1 King Street West | |
24, 9th Street, Lower Houghton | Toronto, Ontario, Canada | |
Johannesburg, Gauteng, 2198 | M5H 1A1 | |
South Africa | (1)(416) 369-9835 | |
(27) 11 447 2499 |
Background |
· | a 16% interest was sold to the National Indigenisation and Economic Empowerment Fund for US$11.74 million; |
· | a 15% interest was sold to Fremiro Investments (Private) Limited (“Fremiro”), which is owned by indigenous Zimbabweans, for US$11.01 million; |
· | a 10% interest was sold to Blanket Employee Trust Services (Private) Limited (“BETS”) for the benefit of present and future managers and employees of Blanket Mine for US$7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (“Employee Trust”) with Blanket’s employees holding participation units in the Employee Trust; and |
· | a 10% interest was donated to the Gwanda Community Share Ownership Trust (“Community Trust”). Blanket paid a non-refundable donation of US$1 million to the Community Trust. |
B. | Business Overview |
Mining and Exploration Activities: |
Classification | Tons | Grade (Au g/t) | Gold Content-ounces | |||||||||
Proven Reserves | ||||||||||||
Total Proven Reserves including pillars* | 1,326,000 | 4.02 | 171,400 | |||||||||
Probable Reserves | ||||||||||||
Operating and Development Areas | 2,513,700 | 3.66 | 295,800 | |||||||||
Total Proven + Probable Reserves | 3,839,800 | 3.78 | 467,200 |
Mineral Resource Category | Tonnes (metric) | Grade (Au g/t) | Gold Content (ounces) |
Measured Resources | 1,572,700 | 3.91 | 197,600 |
Indicated Resources | 2,478,900 | 3.77 | 300,300 |
Total Measured and Indicated | 4,051,600 | 3.82 | 497,900 |
Inferred Resources* | 3,344,800 | 5.11 | 550,000 |
Classification | Tons | Grade (Au g/t) | Gold Content-ounces | |||||||||
Indicated | 510,000 | 3.79 | 62,100 | |||||||||
Inferred | 2,408,000 | 5.27 | *** |
Mineral Reserve Category | Tonnnes (metric) | Grade (Au g/t) | Gold Content (ounces) |
Proven Reserves | 856,000 | 3.40 | 93,640 |
Probable Reserves | 2,077,800 | 3.78 | 252,760 |
Total Proven & Probable Reserves | 2,933,800 | 3.67 | 346,400 |
Mineral Resource Category | Tonnes (metric) | Grade (Au g/t) | Gold Content (ounces) |
Measured Resources | 1,547,400 | 3.89 | 193,700 |
Indicated Resources | 2,493,400 | 3.75 | 300,250 |
Total Measured and Indicated | 4,040,800 | 3.80 | 493,950 |
Inferred Resources* | 3,344,800 | 5.11 | 550,000 |
Mineral Reserve Category | Tonnnes (metric) | Grade (Au g/t) | Gold Content (ounces) |
Proven Reserves | 872,900 | 3.33 | 93,550 |
Probable Reserves | 2,034,000 | 3.60 | 235,650 |
Total Proven & Probable Reserves | 2,906,900 | 3.52 | 329,200 |
MINERAL RESERVES as at December 31, 2013 (based on a Gold Price of US$1,300/oz) | ||||||||||||
Classification | Tons | Grade (Au g/t) | Gold Content (oz) | |||||||||
Proven Reserves | ||||||||||||
Total Proven Reserves including pillars* | 1,349,000 | 3.84 | 166,600 | |||||||||
Probable Reserves | ||||||||||||
Operating and Development Areas | 2,121,000 | 3.56 | 243,000 | |||||||||
Total Proven + Probable Reserves | 3,471,000 | 3.67 | 409,400 | |||||||||
MINERAL RESOURCES*** (based on a Gold Price of US$1,300/oz) | ||||||||||||
Classification | Tons | Grade(Au g/t) | Gold Content ounces | |||||||||
Indicated | 448,000 | 3.81 | 54,900 | |||||||||
Inferred | 2,871,100 | 5.02 | ** |
Blanket Mine Safety Statistics | |||||||
Incident Classification | Q2 2013 | Q3 2013 | Q4 2013 | Q1 2014 | Q2 2014 | Q3 2014 | Q4 2014 |
Fatal | 0 | 1 | 0 | 0 | 0 | 0 | 0 |
Lost time injury | 1 | 7 | 2 | 1 | 2 | 2 | 1 |
Restricted work activity | 7 | 5 | 9 | 6 | 4 | 12 | 9 |
First aid | 2 | 2 | 0 | 2 | 2 | 4 | 0 |
Medical aid | 3 | 2 | 3 | 3 | 2 | 2 | 1 |
Occupational illness | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Total | 13 | 17 | 14 | 12 | 10 | 20 | 11 |
Incidents | 12 | 11 | 17 | 10 | 6 | 4 | 19 |
Near misses | 4 | 7 | 3 | 2 | 2 | 4 | 1 |
Disability Injury Frequency Rate (i) | 0.25 | 1.75 | 0.46 | 0.24 | 0.49 | 0.49 | 0.24 |
Total Injury Frequency Rate (ii) | 3.25 | 4.00 | 3.20 | 2.86 | 2.46 | 4.94 | 4.32 |
Man-hours worked (thousands) | 801 | 800 | 865 | 840 | 812 | 810 | 833 |
(i) A measurement of total injuries, deaths and permanent disability occurring per 200,000 man-hours worked. (ii) A measurement of all accidents that have occurred regardless of injury or not expressed per 200,000 man-hours worked. This includes accidents that could have caused injuries. |
Blanket Mine Safety Statistics | |||||||
Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |
2012 | 2012 | 2012 | 2013 | 2013 | 2013 | 2013 | |
Incident Classification | |||||||
Fatal | 0 | 0 | 0 | 0 | 0 | 1 | 0 |
Lost time injury | 1 | 0 | 3 | 2 | 1 | 7 | 2 |
Restricted work activity | 4 | 7 | 7 | 0 | 7 | 5 | 9 |
First aid | 2 | 4 | 5 | 4 | 2 | 2 | 0 |
Medical aid | 1 | 1 | 1 | 2 | 3 | 2 | 3 |
Occupational illness | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Total | 8 | 12 | 16 | 8 | 13 | 17 | 14 |
Incidents | 11 | 11 | 10 | 12 | 12 | 11 | 17 |
Near misses | 2 | 3 | 5 | 3 | 4 | 7 | 3 |
Disability Injury Frequency Rate (i) | 0.3 | 0 | 0.81 | 0.52 | 0.25 | 1.75 | 0.46 |
Total Injury Frequency Rate (ii) | 2.38 | 3.04 | 4.34 | 2.09 | 3.25 | 4 | 3.2 |
Man-hours worked (thousands) | 670 | 688 | 738 | 767 | 801 | 800 | 865 |
Payments to the Community and the Zimbabwe Government (US$’000’s) | Payments to the Community and the Zimbabwe Government (US$’000’s) | Payments to the Community and the Zimbabwe Government (US$’000’s) | ||||||||
Period | Year | Community and Social Investment | Payments to GCSOT | Payments to Zimbabwe Government | Total | Year | Community and Social Investment | Payments to GCSOT | Payments to Zimbabwe Government | Total |
Year 2011 | 2011 | 306 | - | 13,614 | 13,920 | 2011 | 306 | - | 13,614 | 13,920 |
Quarter 1 | 2012 | 147 | - | 3,353 | 3,500 | 2012 | 147 | - | 3,353 | 3,500 |
Quarter 2 | 2012 | 38 | 1,000 | 5,042 | 6,080 | 2012 | 38 | 1,000 | 5,042 | 6,080 |
Quarter 3 | 2012 | 108 | 2,000 | 6,366 | 8,474 | 2012 | 108 | 2,000 | 6,366 | 8,474 |
Quarter 4 | 2012 | 123 | - | 5,808 | 5,931 | 2012 | 123 | - | 5,808 | 5,931 |
Year 2012 | 2012 | 416 | 3,000 | 20,569 | 23,985 | 2012 | 416 | 3,000 | 20,569 | 23,985 |
Quarter 1 | 2013 | 5 | 1,000 | 4,584 | 5,589 | 2013 | 5 | 1,000 | 4,584 | 5,589 |
Quarter 2 | 2013 | 2,135 | 1,000 | 3,555 | 6,690 | 2013 | 2,135 | 1,000 | 3,555 | 6,690 |
Quarter 3 | 2013 | 7 | - | 3,646 | 3,653 | 2013 | 7 | - | 3,646 | 3,653 |
Quarter 4 | 2013 | - | 3,569 | 3,569 | 2013 | - | 3,569 | |||
Year 2013 | 2013 | 2,147 | 2,000 | 15,354 | 19,501 | 2013 | 2,147 | 2,000 | 15,354 | 19,501 |
Quarter 1 | 2014 | - | - | 3,026 | 3,026 | |||||
Quarter 2 | 2014 | 5 | - | 3,617 | 3,622 | |||||
Quarter 3 | 2014 | - | - | 3,090 | ||||||
Quarter 4 | 2014 | 30 | - | 2,586 | 2,616 | |||||
Year 2014 | 2014 | 35 | - | 12,319 | 12,354 |
Blanket Mine Production Statistics | Blanket Mine Production Statistics | Blanket Mine Production Statistics | ||||||||||
Year | Tons Milled (t) | Gold Head (Feed) Grade (g/t Au) | Gold Recovery (%) | Gold Produced (oz) | Average Realized Price per Ounce of Gold Sold (US$/oz) | Year | Tons Milled (t) | Gold Head (Feed) Grade (g/t Au) | Gold Recovery (%) | Gold Produced (oz) | Average Realised Price per Ounce of Gold Sold (US$/oz) | |
Quarter 1 | 2012 | 83,353 | 3.67 | 93.2 | 9,164 | 1,689 | 2012 | 83,353 | 3.67 | 93.2 | 9,164 | 1,689 |
Quarter 2 | 2012 | 90,315 | 4.24 | 93.9 | 11,560 | 1,597 | 2012 | 90,315 | 4.24 | 93.9 | 11,560 | 1,597 |
Quarter 3 | 2012 | 93,049 | 4.59 | 94.1 | 12,918 | 1,673 | 2012 | 93,049 | 4.59 | 94.1 | 12,918 | 1,673 |
Quarter 4 | 2012 | 96,598 | 4.08 | 93.3 | 11,821 | 1,711 | 2012 | 96,598 | 4.08 | 93.3 | 11,821 | 1,711 |
Year | 2012 | 363,315 | 4.16 | 93.7 | 45,464 | 1,666 | 2012 | 363,315 | 4.16 | 93.7 | 45,464 | 1,666 |
Quarter 1 | 2013 | 86,502 | 4.04 | 93.3 | 10,469 | 1,600 | 2013 | 86,502 | 4.04 | 93.3 | 10,470 | 1,600 |
Quarter 2 | 2013 | 101,174 | 3.82 | 93.2 | 11,587 | 1,373 | 2013 | 101,174 | 3.82 | 93.2 | 11,588 | 1,373 |
Quarter 3 | 2013 | 99,386 | 4.03 | 93.6 | 12,042 | 1,330 | 2013 | 99,386 | 4.03 | 93.6 | 12,043 | 1,330 |
Quarter 4 | 2013 | 105,258 | 3.63 | 93.1 | 11,429 | 1,277 | 2013 | 105,258 | 3.63 | 93.1 | 11,429 | 1,277 |
Year | 2013 | 392,320 | 3.88 | 93.3 | 45,527 | 1,402 | 2013 | 392,320 | 3.88 | 93.3 | 45,530 | 1,402 |
Quarter 1 | 2014 | 92,846 | 3.67 | 93.6 | 10,241 | 1,288 | 2014 | 92,846 | 3.67 | 93.6 | 10,241 | 1,269 |
Quarter 2 | 2014 | 99,229 | 3.74 | 94.1 | 11,223 | 1,271 | ||||||
Quarter 3 | 2014 | 98,575 | 3.34 | 93.4 | 9,890 | 1,256 | ||||||
Quarter 4 | 2014 | 100,085 | 3.47 | 93.2 | 10,417 | 1,260 | ||||||
Year | 2014 | 390,735 | 3.55 | 93.4 | 41,771 | 1,265 | ||||||
January | 2015 | 38,582 | 3.10 | 92.9 | 3,573 | 1,268 | ||||||
February | 2015 | 33,308 | 3.25 | 92.7 | 3,223 | 1,212 |
i. | On-mine |
ii. | All-in Sustaining Cost per ounce(i), which shows the |
iii. | All-in Cost per ounce(i), which shows the |
Blanket Mine: Cost per Ounce of Gold Sold (US$/oz) | ||||||||||||||||||||
Year 2012 | Q4 2013 | Year 2013 | Q4 2014 | Year 2014 | ||||||||||||||||
On-Mine Cost (i) | 570 | 666 | 613 | 704 | 652 | |||||||||||||||
Royalty(i) | 116 | 89 | 98 | 59 | 82 | |||||||||||||||
Permitting costs related to current operations | 5 | 3 | 3 | 3 | 3 | |||||||||||||||
3rd party smelting, refining and transport costs | 6 | 6 | 7 | - | - | |||||||||||||||
Operating cost per ounce | 698 | 766 | 721 | 766 | 736 | |||||||||||||||
Corporate general and administrative costs (incl. share based remuneration) | 90 | 207 | 167 | 265 | 173 | |||||||||||||||
Community costs included in G&A not related to current production | (44 | ) | ||||||||||||||||||
Reclamation and remediation of operating sites | 2 | 5 | 2 | 2 | 2 | |||||||||||||||
Exploration and study costs | - | 5 | 2 | 3 | 3 | |||||||||||||||
Capital expenditure | 67 | 213 | 125 | 82 | 55 | |||||||||||||||
All-in Sustaining Cost per ounce (i) | 857 | 1,196 | 973 | 1,118 | 969 | |||||||||||||||
Costs not related to current production | ||||||||||||||||||||
Community costs | 25 | - | 47 | - | - | |||||||||||||||
Permitting costs | 17 | 1 | 2 | 1 | 1 | |||||||||||||||
Exploration and study costs | - | 4 | 3 | 2 | 2 | |||||||||||||||
Capital expenditure | 29 | 97 | 78 | 76 | 89 | |||||||||||||||
All-in Cost per ounce (i) | 929 | 1,298 | 1,103 | 1,198 | 1,062 | |||||||||||||||
Blanket Mine: Costs per Ounce of gold produced (US$/oz) | |||||||||||||
Year 2011 | Year 2012 | Q1 2013 | Q2 2013 | Q3 2013 | Q4 2013 | Year 2013 | |||||||
On-Mine cash cost (ii) | 586 | 570 | 653 | 587 | 558 | 666 | 613 | ||||||
Royalty(i) | 72 | 116 | 112 | 96 | 93 | 69 | 101 | ||||||
Community costs relating to ongoing production | - | - | - | - | - | - | - | ||||||
Permitting costs related to current operations | 1 | 5 | 2 | 3 | 3 | 3 | 3 | ||||||
3rd party smelting, refining and transport costs | 8 | 6 | 7 | 7 | 7 | 6 | 7 | ||||||
Operating cost per ounce | 667 | 698 | 774 | 692 | 660 | 745 | 724 | ||||||
Corporate general and administrative costs (incl. share based remuneration) | 94 | 90 | 97 | 113 | 93 | 207 | 124 | ||||||
Reclamation and remediation of operating sites | 1 | 2 | 2 | 2 | 2 | 5 | 2 | ||||||
Exploration and study costs | - | - | 1 | 1 | 2 | 5 | 2 | ||||||
Capital expenditure | 183 | 67 | 51 | 147 | 110 | 213 | 125 | ||||||
All-in Sustaining Cost per ounce (ii) | 944 | 857 | 924 | 956 | 866 | 1,175 | 977 | ||||||
Costs not related to current production | |||||||||||||
Community costs | - | 25 | - | 181 | 8 | - | 49 | ||||||
Permitting costs | - | 17 | 3 | 3 | 3 | 1 | 2 | ||||||
Exploration and study costs | - | - | 1 | 3 | 3 | 4 | 3 | ||||||
Capital expenditure | 12 | 29 | 45 | 69 | 107 | 97 | 78 | ||||||
All-in Cost per ounce (ii) | 956 | 929 | 972 | 1,211 | 986 | 1,277 | 1,109 | ||||||
(i) Blanket pays a royalty to the Zimbabwean government on gross revenue. Since 1 January 2012 the royalty rate has been 7% prior to which it was 4% (ii) Non-IFRS measures such as “On-Mine Cash Cost per Ounce”, “All-in Sustaining Cost per Ounce” and “All-in Cost per Ounce” are used throughout this document. Refer to Section 10 of the MD&A of 2013 for a discussion of non-IFRS measures. | |||||||||||||
Reconciliation of IFRS Production Costs | |||||
Year 2012 | Q4 2013 | Year 2013 | Q4 2014 | Year 2014 | |
Production costs (IFRS) (C$’000’s) | 25,653 | 5,919 | 27,412 | 7,082 | 30,812 |
Less site restoration costs (C$’000’s) | (43) | (78) | (151) | 41 | (32) |
Less exploration costs (C$’000’) | (831) | (121) | (393) | (89) | (379) |
Reversal of claim fee provision (C$’000’s) | - | 970 | 970 | - | - |
Reallocated admin costs | (247) | (65) | (337) | (508) | (466) |
Realisation charges (i) | - | (284) | (284) | - | - |
Non-Blanket production costs | (121) | (27) | (102) | 317 | - |
Inter company profit elimination | 1,353 | 331 | 1,332 | 599 | 727 |
Adjusted production costs (C$’000’s) | 25,764 | 6,645 | 28,447 | 7,443 | 30,662 |
Exchange rate (US$1 to C$) | 1.00 | 1.06 | 1.03 | 1.10 | 1.10 |
On-mine Production costs (US$’000’s ) | 25,769 | 6,301 | 27,619 | 6,766 | 27,969 |
Gold Sales (oz) | 45,181 | 9,454 | 45,048 | 9,604 | 42,927 |
On-mine Cost (US$/oz) | 570 | 666 | 613 | 704 | 652 |
Royalty (US$’000’s) | 5,262 | 845 | 4,412 | 568 | 3,521 |
Permitting costs (US$’000’s) | 225 | 33 | 135 | 25 | 110 |
Refining and 3rd party smelting (US$’000’s) (i) | 290 | 60 | 301 | - | - |
Administrative expenses (C$’000’s) (ii) | 4,055 | 2,067 | 7,772 | 2,687 | 8,157 |
Exchange rate (US$1 to C$) | 1.00 | 1.06 | 1.03 | 1.10 | 1.10 |
Administrative expenses (US$’000’s) | 4,056 | 1,960 | 7,532 | 2,446 | 7,441 |
Community cost not related to current production | (2,000) | ||||
Reclamation and remediation of operating sites (US$’000) | 90 | 45 | 107 | 19 | 75 |
Exploration and study costs (US$’000’s) | 3 | 43 | 85 | 26 | 120 |
Sustaining capital investment (US$’000’s) | 3,044 | 2,017 | 5,653 | 785 | 2,348 |
All-in Sustaining cost (US$’000) | 38,739 | 11,303 | 43,844 | 10,634 | 41,485 |
Gold sales (oz) | 45,181 | 9,454 | 45,048 | 9,604 | 42,927 |
All-in Sustaining Cost per ounce (US$/oz) | 857 | 1,196 | 973 | 1,118 | 969 |
Costs not related to current production | |||||
Community costs (US$’000’s) | 1,137 | - | 2,100 | - | - |
Permitting (US$’000’s) | 785 | 14 | 106 | 14 | 55 |
Exploration (US$’000’s) | 15 | 38 | 120 | 23 | 106 |
Capital investment (US$’000’s) | 1,306 | 917 | 3,530 | 733 | 3,833 |
All-in Costs (US$’000’s) | 41,981 | 12,272 | 49,701 | 11,403 | 45,479 |
Gold Sold (oz) | 45,181 | 9,454 | 45,047 | 9,604 | 42,927 |
All-in Cost per ounce (US$/oz) | 929 | 1,298 | 1,103 | 1,198 | 1,062 |
(i) | Third party smelting and refining costs have reduced significantly since Blanket commenced sales of gold to Fidelity Printers and Refiners in Zimbabwe. From January 1, 2014, such charges have been absorbed into revenues and are therefore shown as a reduction in the realised price of gold. |
(ii) | In 2013 the Administrative expenses were shown in the reconciliation net of the US$2 million community cost not related to current production. The 2013 administrative expense for 2013 in the reconciliation is now shown inclusive of this amount which corresponds to the Administrative expense set out in the Consolidated Financial Statements for 2013. This amount, in addition to a further amount of US$100,000, is shown as a community cost not related to current production in the reconciliation. |
· | the Tramming Loop; |
· | the No. 6 Winze Project - Shaft Deepening from 750 to the 930 meter level; and |
· | the haulage extension on 22 Level from AR Main to Lima; |
· | the |
Approximate production from proven and probable mineral reserves above 750m (per LOM Plan) | |||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |
Tonnes milled (‘000) | 430 | 460 | 430 | 380 | 230 | 100 | 50 |
Gold production (koz) | 42 | 45 | 43 | 39 | 23 | 10 | 6 |
Possible production from inferred mineral resources below 750m (per PEA) | |||||||
2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | |
Tonnes milled (‘000) | 0 | 35 | 160 | 215 | 390 | 550 | 600 |
Gold production (koz) | 0 | 4-5 | 20-22 | 27-30 | 46-50 | 63-67 | 70-75 |
· | the IRR arising from the Revised Plan was calculated at 267 per cent; |
· | the NPV for the Blanket Mine arising from reserves and the inferred resources used in the Revised Plan was calculated at US$147 million; and |
· | of the gold that will need to be produced so that the cumulative cash flow arising from the Revised Plan becomes positive (i.e. the “Payback Area”), only 3 per cent will come from resources that are currently classified as inferred. |
· | Caledonia directs its employees and its subsidiary companies to conduct their exploration and operational activities in a professional, environmentally responsible manner, in compliance with or above the standards of all applicable legislation and policies in the jurisdictions in which they undertake business. |
· | Caledonia liaises closely with the applicable government regulatory bodies and the public to optimize communication and an understanding of the Caledonia’s activities in relation to environmental protection. |
· | Caledonia is committed to the diligent application of technically proven, economically feasible, environmental protection measures throughout its exploration, development, mining, processing and decommissioning activities. |
· | Caledonia, on a regular basis, monitors its environmental protection management programs to ensure their compliance at or above the standards of applicable national and international regulatory requirements. |
C. | Organizational Structure |
Subsidiaries of the Company | Country of Incorporation | Percentage held by Company |
Greenstone Management Services | South Africa | 100 |
Greenstone Management Services Limited | United Kingdom | 100 |
Blanket Mine (1983) (Private) Limited(1) | Zimbabwe | 49 |
(1) Blanket Mine (1983) (Private) Limited does not have any subsidiary companies. |
D. | Property, Plant and Equipment |
A. | Operational Results |
Year 2013 | Year 2014 | Comment | |
Gold produced (oz) | 45,530 | 41,771 | Gold production in 2014 was adversely affected by the lower head grade. |
On-mine cost (US$/oz)1 | 613 | 652 | On-mine costs for 2014 were higher than 2013 due to lower sales which means that on-mine fixed costs are spread over fewer ounces. |
All-in Sustaining Cost (US$/oz) (“AISC”) | 973 | 969 | AISC decreased due to lower royalties, lower refining charges, lower community costs and lower sustaining capital investment the combined effects of which were reduced by higher administrative costs. |
Year 2012 | Year 2013 | Comment | |
Gold produced (oz) | 45,465 | 45,530 | Gold production in 2013 was similar to 2012 despite lower head grades and recovery which were offset by higher tonnage throughput. The head grade in 2013 was 3.88 grams per tonne, compared to 4.16 grams per tonne in 2012 and the gold recovery in 2013 was 93.3 per cent compared to 93.7 per cent in 2012. Tonnage throughput in 2013 was 392,320 tonnes compared to 363,315 tonnes in 2012 |
On Mine cash cost (US$/oz)2 | 570 | 613 | On-mine costs in 2013 were adversely affected by higher labour and electricity costs in 2013 compared to 2012 and also by the higher level of work-in-progress at December 31, 2013. |
All-in sustaining cost (US$/oz) | 759 | 973 | All-in sustaining costs were adversely affected in Q4 2013 by higher administrative expenses and sustaining capital investment |
Year 2011 | Year 2012 | Comment | |
Gold produced (oz) | 35,826 | 45,465 | Gold production increased by 27% due to a 21% increase in tonnes milled, a 3% increase in grade and a 1% increase in metallurgical recovery |
On Mine cash cost (US$/oz)3 | 581 | 570 | On-mine costs were reduced in 2012 due to the higher production which meant that fixed costs were spread across more production ounces. This effect was offset somewhat by higher electricity and other costs |
Total inclusive cost per ounce | 895 | 759 | Total inclusive costs were reduced in 2012 due to the reduction in sustaining capital investment, offset somewhat by higher royalty payments |
Year 2013 | Year 2014 | Comment | |
Gold Sales (oz) | 45,048 | 42,927 | Sales in 2014 were lower than 2013 due to lower production gold ounces. |
Average realised gold price (US$/oz) | 1,402 | 1,245 | Lower realised gold prices in 2014 primarily due to the lower quoted gold price. |
Gross profit ($’m)4 | 29.9 | 20.5 | Lower gross profit in 2014 compared to 2013 mainly due to the lower realised gold prices and lower production and sales. |
Net (loss)/profit attributable to shareholders ($’m) | (3.1) | 4.9 | Net loss in 2013 was after an impairment charge of $14.2m in respect of the Nama project in Zambia. Profit for 2014 was adversely affected by lower gold production and the lower realised gold price. |
Adjusted basic (loss)/earnings per share5 (cents) | 27.6 | 12.1 | Adjusted basic earnings per share excludes impairment charges, foreign exchange profits or losses, indigenisation expenses, deferred taxation and tax adjustments in respect of prior years and the costs of the Zambian operation. |
Cash and cash equivalents ($’m) | 25.2 | 26.8 | Caledonia’s cash is held in Canadian, UK and South African banks. |
Cash from operating activities ($’m) | 14.7 | 13.7 | Cash flow in Q4 and the year were lower due to the lower realised gold price and, for the year, the lower number of ounces sold the effect of which was reduced by lower tax payments. |
Year 2012 | Year 2013 | Comment | |
Gold Sales (oz) | 45,181 | 45,048 | Lower sales in 2013, despite higher production, due to the higher level of work in progress at December 31, 2013 of 1,978 oz. |
Average realised gold price (US$/oz) | 1,666 | 1,402 | Lower realised gold prices in 2013 were due to the lower quoted gold price. |
Gross profit ($’m)6 | 40.9 | 29.9 | Lower gross profit mainly due to the lower realised gold prices. |
Net (loss)/profit attributable to shareholders ($’m) | 8.7 | (3.1) | Net loss in 2013 is after an impairment charge of $14.2m mainly in respect of the Nama Project. |
Adjusted basic earnings per share7 (cents) | 41.2 | 27.7 | Adjusted basic earnings per share exclude the impairment charge, foreign exchange profits or losses, indigenisation expenses and deferred taxation. |
Cash and cash equivalents ($’m) | 27.9 | 25.2 | Caledonia’s cash is held in Canadian, UK and South African banks. |
Cash from operating activities ($’m) | 29.7 | 14.7 | Cash flow in Q4 was adversely affected by higher work-in progress at December 31, 2013. Cash flow in the Year and the Quarter was also adversely affected by the lower realised gold price. |
Year 2011 | Year 2012 | Comment | |
Gold Sales (oz) | 35,504 | 45,181 | Higher sales in 2012 reflects the higher production |
Average realised gold price (US$/oz) | 1,577 | 1,666 | Higher realised gold prices in 2012 was due to the higher quoted gold price |
Gross profit ($’m)8 | 29.1 | 40.9 | Higher gross profit due to the higher realised gold price, higher sales and lower cost per ounce |
Net (loss)/profit attributable to shareholders ($’m) | 12.1 | 8.7 | Net loss in 2012 is after a non-cash, non-recurring charge of $14,569,000 for share based payments of which $14,161,000 was due to the sale of 51% of Blanket to Indigenous Zimbabweans, for which Blanket provided facilitation loans, and for the donation of 10% of Blanket to the Gwanda Community Share Ownership Trust (“GCSOT”). |
Adjusted basic earnings per share9 (cents) | 31.4 | 41.2 | Adjusted basic earnings per share excludes the charge for share based payments arising on indigenisation, foreign exchange profits or losses, indigenisation expenses and deferred taxation. |
Cash and cash equivalents ($’m) | 9.7 | 27.9 | Cash increased due the increase profit and reduced capital investment, offset by higher taxation payments, indigenisation expenses and other costs associated with indigenisation |
Cash from operating activities ($’m) | 17.4 | 29.7 | Cash flow in 2012 benefitted from increased profit and reduced capital investment, offset by higher taxation payments, indigenisation expenses and other costs associated with indigenisation |
Reconciliation of Average Realised Gold Price per Ounce to IFRS | ||||||||||||
Year 2012 | Q1 2013 | Q2 2013 | Q3 2013 | Q4 2013 | Year 2013 | Q1 2014 | Q2 2014 | Q3 2014 | Q4 2014 | Year 2014 | ||
Revenue (IFRS) (C$’000’s) | 75,221 | 19,218 | 17,190 | 16,591 | 12,114 | 65,113 | 17,063 | 15,555 | 13,492 | 12,972 | 59,082 | |
Less miscellaneous income | - | - | (947) | - | - | (947) | - | - | - | - | - | |
Revenue from precious metal sales (C$’000s) | 75,221 | 19,218 | 16,243 | 16,591 | 12,114 | 65,113 | 17,063 | 15,555 | 13,492 | 12,972 | 59,082 | |
Exchange rate (1US$: C$) | 0.99 | 1.00 | 1.02 | 1.04 | 1.00 | 1.02 | 1.10 | 1.09 | 1.09 | 1.14 | 1.10 | |
Revenue from precious metal sales (US$’000’s) | 75,340 | 19,148 | 15,922 | 16,013 | 12,133 | 63,216 | 15,480 | 14,233 | 12,401 | 11,343 | 53,513 | |
Revenues from sales of silver (US$’000s) | (72) | (5) | (15) | - | (57) | (77) | (3) | (31) | (15) | (12) | (61) | |
Revenues from sales of gold (US$’000s) | 75,268 | 19,143 | 15,907 | 16,013 | 12,076 | 63,138 | 15,477 | 14,202 | 12,386 | 11,331 | 53,452 | |
Gold ounces sold (oz) | 45,181 | 11,965 | 11,587 | 12,042 | 9,454 | 45,048 | 12,210 | 11,223 | 9,890 | 9,604 | 42,927 | |
Average realised gold price per ounce (US$) | 1 666 | 1 600 | 1 373 | 1,330 | 1,277 | 1,402 | 1,268 | 1,265 | 1,252 | 1,180 | 1,245 |
Reconciliation of Adjusted Earnings per Share to IFRS Profit/(Loss) Attributable to Owners of the Company (C$’000’s except per share numbers) | ||||||||||||
Year 2012 | Q1 2013 | Q2 2013 | Q3 2013 | Q4 2013 | Year 2013 | Q1 2014 | Q2 2014 | Q3 2014 | Q4 2014 | Year 2014 | ||
Profit/(loss) attributable to owners of the company (IFRS) | 8,721 | 4,593 | 3,055 | 3,733 | (14,436) | (3,055) | 2,425 | 1,840 | 1,112 | (380) | 4,897 | |
Blanket Mine Employee Trust adjustment (refer Note 18 to the Consolidated Financial Statements) | - | - | - | - | (105) | (105) | - | - | - | (54) | (54) | |
Add back amounts attributable to owners of the company in respect of: | ||||||||||||
Indigenisation expenses, advance dividends, donations etc. | 16,034 | - | 1,640 | - | - | 1,640 | - | - | - | - | - | |
Foreign exchange loss/(profit) | 3 | - | - | - | (1,677) | (1,677) | (257) | 129 | (389) | (659) | (1,176) | |
Asset impairment | 330 | - | - | - | 14,203 | 14,203 | - | - | - | 196 | 196 | |
Deferred tax | 271 | - | - | 54 | 2,131 | 2,185 | 801 | 801 | ||||
Withholding tax on distributions in specie | - | 1,531 | - | - | 1,531 | |||||||
Reversal of Zambian G&A | - | - | - | - | - | - | 142 | 198 | 309 | 340 | 989 | |
Under accrual for 2013 UK tax | - | - | - | - | (375) | (375) | - | - | - | 375 | 375 | |
Prior year adjustment in respect of GMS (SA) tax | (100) | (100) | (100) | 300 | 300 | |||||||
Adjusted profit | 25,258 | 6,124 | 4,695 | 3,787 | (359) | 14,247 | 2,310 | 2,167 | 1,032 | 819 | 6,328 | |
Weighted average shares (m) | 50.8 | 51.5 | 51.8 | 52.1 | 52.1 | 52.0 | 52.1 | 52.1 | 52.1 | 52.1 | 52.1 | |
Adjusted EPS (cents) | 49.8 | 11.9 | 9.1 | 7.3 | (0.7) | 27.6 | 4.4 | 4.2 | 2.0 | 1.9 | 12.1 |
2013 | 2012 | 2014 | 2013 | ||
$ | $ | $ | |||
Bank balances | 25,222 | 27,942 | 26,838 | 25,222 | |
Cash and cash equivalents in the statement of financial position | 25,222 | 27,942 | 26,838 | 25,222 | |
Bank overdrafts used for cash management purposes | (1,796) | - | - | (1,796) | |
Cash and cash equivalents in the statement of cash flows | 23,426 | 27,942 | 26,838 | 23,426 |
B. | Trend Information |
C. | Off-Balance Sheet Arrangements |
D. | Tabular Disclosure of Contractual Obligations |
Payments due by Period – in thousands of Canadian Dollars | Payments due by Period – in thousands of Canadian Dollars | |||||||||
Within 1 Year | 1-3 years | 3-5 years | More than 5 years | Total | Within 1 Year | 1-3 years | 3-5 years | More than 5 years | Total | |
Short term debt | 1,796 | - | - | 1,796 | ||||||
Trade and other payables | 4,600 | - | - | 4,600 | 3,791 | - | - | 3,791 | ||
Asset retirement obligations | - | - | 2,516 | 2,516 | - | - | 2,888 | 2,888 | ||
Capital expenditure commitments | 178 | - | - | 178 | 642 | - | - | 642 |
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. | Directors and Senior Management |
Name, Office Held and Municipality of Residence | Principal Occupations During Past Five Years | Positions held Since | Number of Shares Beneficially Owned, Controlled or Directed as of March 1, 2014 |
Stefan E. Hayden (3)(4)(5)(6)(7) President, Chief Executive Officer & Director Johannesburg, South Africa | President and Chief Executive Officer of the Company and Director of all the Company’s subsidiary companies. | 1997 | 1,038,000 |
James Johnstone (2) (5)(6)(7) Director Gibsons, British Columbia, Canada | Retired. Formerly Chief Operating Officer of the Company and Director of several of its subsidiary companies. | 1997 | 16,000 |
Steven Curtis (4)(5)(7) VP Finance, Chief Financial Officer & Director, Johannesburg, South Africa | Financial Director Avery Dennison SA (Pty) Ltd. until March 2006. Since then, VP Finance, Chief Financial Officer and Director of the Company and Director of certain of its subsidiary companies. | 2006 | 270,000 |
Richard Patricio(2)(3)(7) Director, Toronto, Ontario Canada | Vice President Corporate and Legal Affairs at Pinetree Capital Ltd | 2012 | Nil |
Leigh Wilson(1)(2)(3)(4)(5)(7) Director, Rowayton, Connecticut, USA | Chairman of the Victory Portfolios | 2012 | 42,300 |
John Kelly(1)(2)(3)(7) Director, Pound Ridge, New York, USA | Chief Operating Officer of Liquidnet Holdings, Inc. | 2012 | Nil |
Johan Holtzhausen(1)(2)(5)(6)(7) Director, Cape Town, South Africa | Business consultant and ex Audit partner of KPMG Inc. | 2013 | Nil |
Dana Roets(6)(7) Chief Operating Officer Johannesburg, South Africa | VP and Head of Operations at Kloof Gold Mine. More recently, Dana was the COO at Great Basin Gold which had gold mining operations in the United States of America and South Africa. | 2013 | Nil |
Mark Learmonth(5)(7) Vice-President, Business Development, Johannesburg, South Africa | Vice-President of the Company focused on investor and shareholder relations and corporate development | 2008 | 186,730 |
Trevor Pearton(6)(7) Vice-President Exploration Johannesburg, South Africa | Vice-President of the Company acting as Exploration Manager of the Company and its subsidiaries | 2004 | Nil |
Name, Office Held and Municipality of Residence | Principal Occupations During Past Five Years | Positions held Since | Number of Shares Beneficially Owned, Controlled or Directed as of March 27, 2015 |
James Johnstone (2) (5)(6)(7) Director Gibsons, British Columbia, Canada | Retired. Formerly Chief Operating Officer of the Company and Director of several of its subsidiary companies. | 1997 | 16,000 |
Steven Curtis (4)(5)(7) President, Chief Executive Officer & Director Johannesburg, South Africa | Financial Director Avery Dennison SA (Pty) Ltd. until March 2006. Since then, VP Finance, Chief Financial Officer and Director of the Company and Director of certain of its subsidiary companies. Former VP Finance and Chief Financial Officer, of the company | Director since 2006 President and Chief Executive since 2014 | 270,000 |
Richard Patricio(2)(3)(7) Director, Toronto, Ontario Canada | Chief Executive Officer at Pinetree Capital Ltd | 2012 | Nil |
Leigh Wilson(1)(2)(3)(4)(5)(7) Director, Stuart, Florida, USA | Chairman of the Victory Portfolios. | 2012 | 72,500 |
John Kelly(1)(2)(3)(7) Director, Pound Ridge, New York, USA | Partner at Endgate Commodities LLC. | 2012 | Nil |
Johan Holtzhausen(1)(2)(5)(6)(7) Director, Cape Town, South Africa | Business consultant and ex Audit partner of KPMG Inc. Director of DRDGOLD Limited and First Food Brands Limited. | 2013 | Nil |
Dana Roets(6)(7) Chief Operating Officer Johannesburg, South Africa | VP and Head of Operations at Kloof Gold Mine. More recently, Dana was the COO at Great Basin Gold which had gold mining operations in the United States of America and South Africa. | 2013 | Nil |
Mark Learmonth(5)(7) VP Finance, Chief Financial Officer & Director Johannesburg, South Africa | Vice-President of the Company focused on financial reporting, investor and shareholder relations and corporate development. Former Vice President Business Development, of the company | Director since 2008 Vice-President, Business Development since 2014 | 186,730 |
Trevor Pearton(6)(7) Vice-President Exploration Johannesburg, South Africa | Vice-President of the Company acting as Exploration Manager of the Company and its subsidiaries | 2004 | Nil |
Mr. Leigh Alan Wilson has an international business and financial services background having served in senior executive and management 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 Victory Fund Board since Mr Wilson is also the Chief Executive Officer of New Century Home Health Care Inc., a role he has held since 1995. 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 Caledonia. |
B. | Compensation |
Name and principal position | Year | Salary ($) | Share based awards ($) | Option-based awards | Non‑equity incentive plan compensation | Pension value | All other | Total compensation $ | |||||||||||||||||||||||||
($) | ($) | ||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h)(4) | (i) | |||||||||||||||||||||||||
Annual incentive plans | Long‑term incentive plans | ||||||||||||||||||||||||||||||||
(f1) | (f2) | ||||||||||||||||||||||||||||||||
Stefan Hayden(1) | 2013 | 485,724 | _ | - | 131,552 | _ | _ | 153,599 | 770,875 | ||||||||||||||||||||||||
Chief Executive Officer | 2012 | 483,655 | – | 61,600 | (2) | 108,994 | – | – | 136,673 | 790,922 | |||||||||||||||||||||||
2011 | 467,156 | – | 201,000 | (3) | 34,230 | – | – | 119,572 | 821,958 | ||||||||||||||||||||||||
Steve Curtis | 2013 | 328,691 | _ | - | 53,550 | _ | _ | 35,000 | 417,241 | ||||||||||||||||||||||||
Chief Financial Officer | 2012 | 279,188 | – | 52,800 | (2) | 36,600 | – | – | 25,000 | 393,588 | |||||||||||||||||||||||
2011 | 255,428 | – | 167,500 | (3) | 50,000 | – | – | 25,000 | 497,928 | ||||||||||||||||||||||||
Mark Learmonth | 2013 | 179,928 | _ | - | 25,704 | _ | _ | _ | 205,632 | ||||||||||||||||||||||||
VP Business Development and Investor Relations | 2012 | 176,821 | – | 39,600 | (2) | 20,628 | – | – | – | 237,049 | |||||||||||||||||||||||
2011 | 180,230 | – | 100,500 | (3) | 15,000 | – | – | – | 295,730 | ||||||||||||||||||||||||
Caxton Mangezi | 2013 | 304,321 | _ | - | 44,702 | – | – | 11,158 | 360,181 | ||||||||||||||||||||||||
General Manager and Director of the Blanket Mine | 2012 | 262,932 | – | 44,000 | (2) | 18,802 | – | – | – | 325,734 | |||||||||||||||||||||||
2011 | 166,965 | – | 134,000 | (3) | 56,003 | – | – | – | 356,968 | ||||||||||||||||||||||||
Trevor Pearton | 2013 | 161,704 | _ | - | 13,880 | _ | _ | _ | 175,584 | ||||||||||||||||||||||||
VP Exploration | 2012 | 170,688 | – | 11,000 | (2) | 13,752 | – | – | – | 195,440 | |||||||||||||||||||||||
2011 | 180,230 | – | 16,750 | (3) | 10,000 | – | – | – | 206,980 |
Name and principal position | Year | Salary ($) | Share based awards ($) | Option-based awards | Non-equity incentive plan compensation ($) | Pension value ($) | All other compensation | Total compensation $ | |
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h)(4) | (i) | |
Annual incentive plans (f1) | Long-term incentive plans (f2) | ||||||||
Stefan Hayden(1) Chief Executive Officer | 2014 2013 2012 | 938,425 485,724 483,655 | - _ – | - - 61,600(2) | - 131,552 108,994 | - _ – | - _ – | 45,000 153,599 136,673 | 983,425 770,875 790,922 |
Steve Curtis Chief(3) Executive Officer | 2014 2013 2012 | 452,763 328,691 279,188 | - _ – | - - 52,800(2) | 66,258 53,550 36,600 | - _ – | - _ – | 45,000 35,000 25,000 | 564,021 417,241 393,588 |
Dana Roets Chief Operating Officer | 2014 2013 | 441,720 119,335 | - - | - - | 66,258 10,305 | - - | - - | - - | 507,978 129,640 |
Mark Learmonth(3) Chief Financial Officer | 2014 2013 2012 | 303,682 179,928 176,821 | - _ – | - - 39,600(2) | 66,258 25,704 20,628 | - _ – | - _ – | - _- – | 369,940 205,632 237,049 |
Caxton Mangezi General Manager and Director of the Blanket Mine | 2014 2013 2012 | 369,940 304,321 262,932 | - _ – | - - 44,000(2) | 30,828 44,702 18,802 | - – – | - – – | 11,043 11,158 – | 411,811 360,181 325,734 |
Trevor Pearton VP Exploration | 2014 2013 2012 | 237,425 161,704 170,688 | - _ – | - - 11,000(2) | 19,786 13,880 13,752 | - _ - | - _ - | - _ – | 257,211 175,584 195,440 |
(3) | Apart from S E Hayden, the total amount shown in (h) relates to directors fees paid to the NED. |
(4) | Dana Roets was employed in during 2013. The increase in salary occurred due to the cost of his employment being included for a full year during 2014. |
C. |
Audit | Compensation | Governance | Nominating | Disclosure |
J Holtzhausen | L Wilson | L Wilson | L Wilson | |
L Wilson | J Kelly | J Kelly | S | S |
J Kelly | J Holtzhausen | |||
J Johnstone | ||||
R Patricio | ||||
Technical | Strategic | |||
Life of Mine | ||||
J Johnstone | L Wilson | L Wilson | ||
J Holtzhausen | J Kelly | J Johnstone | ||
D Roets | S R Curtis | J Holtzhausen | ||
T Pearton | R Patricio | |||
M Learmonth | ||||
D Roets | ||||
T Pearton | ||||
J Holtzhausen J Johnstone | ||||
D. | Employees |
Employee Location etc. | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||||||||||||||||||||||
Employee Location | 2010 | 2011 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||||||||
Total Employees | ||||||||||||||||||||||||||||||||||||||||
South Africa (African Office) | 8 | 10 | 10 | 10 | 13 | 10 | 10 | 10 | 13 | 14 | ||||||||||||||||||||||||||||||
Zimbabwe – approx.(i) | 750 | 794 | 856 | 860 | 1,028 | 794 | 856 | 860 | 1,028 | 1,007 | ||||||||||||||||||||||||||||||
South Africa (Mine Security and Operations and Exploration) | 2 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||||
Zambia (Head Office and Security) | 8 | 8 | 8 | 8 | 8 | 8 | 8 | 8 | 8 | 6 | ||||||||||||||||||||||||||||||
Total Employees at all Locations | 768 | 813 | 875 | 879 | 1,050 | 813 | 875 | 879 | 1,050 | 1,028 | ||||||||||||||||||||||||||||||
Management and Administration: | ||||||||||||||||||||
Employee Locations: | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||
Canada | - | - | - | - | - | |||||||||||||||
Zimbabwe | 9 | 30 | 30 | 32 | 32 | |||||||||||||||
South Africa (African Office) | 7 | 7 | 7 | 7 | 12 | |||||||||||||||
South Africa (Exploration and Operations) | 2 | 2 | 2 | 2 | 1 | |||||||||||||||
Zambia (Head Office and Security) | 4 | 4 | 4 | 4 | 4 | |||||||||||||||
Total Management and Administration | 22 | 43 | 43 | 45 | 49 |
Management and Administration: | ||||||||||||||||||||
Employee Locations: | 2010 | 2011 | 2012 | 2013 | 2014 | |||||||||||||||
Canada | - | - | - | - | - | |||||||||||||||
Zimbabwe | 30 | 30 | 32 | 32 | 36 | |||||||||||||||
South Africa (African Office) | 7 | 7 | 7 | 12 | 12 | |||||||||||||||
South Africa (Exploration and Operations) | 2 | 2 | 2 | 1 | 1 | |||||||||||||||
Zambia (Head Office and Security) | 4 | 4 | 4 | 4 | 4 | |||||||||||||||
Total Management and Administration | 43 | 43 | 45 | 49 | 53 |
E. | Share Ownership |
Number of shares | Percentage share holding | |||||||||
L Wilson | 42,300 | 0.08 | % | |||||||
S Hayden | 1,038,000 | 1.99 | % | |||||||
J Johnstone | 16,000 | 0.03 | % | |||||||
S Curtis | 270,000 | 0.52 | % | |||||||
M Learmonth | 186,730 | 0.36 | % | |||||||
P. Patricio | Nil | - | ||||||||
J. Kelly | Nil | - | ||||||||
D Roets | Nil | - | ||||||||
T. Pearton | Nil | - | ||||||||
Total | 1,553,030 | 2.98 | % |
Number of shares | Percentage share holding | |
L Wilson | 72,500 | 0.14% |
J Johnstone | 16,000 | 0.03% |
S Curtis | 270,000 | 0.52% |
M Learmonth | 186,730 | 0.36% |
P. Patricio | Nil | - |
J. Kelly | Nil | - |
D Roets | Nil | - |
T. Pearton | Nil | - |
Total | 545,230 | 1.04% |
Share purchase options outstanding as of |
Name | Exercise Price C$ | Expiry Date | Number of Options | Exercise Price C$ | Expiry Date | Number of Options | ||
C Harvey | 1.30 | 31, January, 2016 | 160,000 | |||||
C Harvey | 0.90 | 31 August, 2017 | 40,000 | |||||
SE Hayden | 1.30 | 31, January, 2016 | 300,000 | |||||
SE Hayden | 0.90 | 31 August, 2017 | 140,000 | |||||
J Johnstone | 0.90 | 31 August, 2017 | 40,000 | 0.90 | August 31, 2017 | 40,000 | ||
J Johnstone | 1.30 | 31, January, 2016 | 160,000 | 1.30 | January 31, 2016 | 160,000 | ||
L Wilson | 0.90 | 31 August, 2017 | 90,000 | 0.90 | August 31, 2017 | 90,000 | ||
C Jonsson | 0.90 | 31 August, 2017 | 40,000 | 0.90 | August 31, 2017 | 40,000 | ||
C Jonsson | 1.30 | 31, January, 2016 | 160,000 | 1.30 | January 31, 2016 | 160,000 | ||
M Kater | 0.90 | 31 August, 2017 | 3,000 | |||||
M Kater | 1.30 | 31, January, 2016 | 7,500 | |||||
A Pearton | 0.90 | 31 August, 2017 | 3,000 | |||||
A Pearton | 1.30 | 31, January, 2016 | 7,500 | |||||
J Liswaniso | 0.90 | 31 August, 2017 | 7,500 | 0.90 | August 31, 2017 | 7,500 | ||
J Liswaniso | 1.30 | 31, January, 2016 | 10,000 | 1.30 | January 31, 2016 | 10,000 | ||
M Learmonth | 0.90 | 31 August, 2017 | 89,020 | 0.90 | August 31, 2017 | 89,020 | ||
M Learmonth | 1.30 | 31, January, 2016 | 150,000 | 1.30 | January 31, 2016 | 150,000 | ||
A Lawson | 0.70 | 29 April, 2014 | 6,000 | 0.90 | August 31, 2017 | 3,000 | ||
A Lawson | 0.90 | 31 August, 2017 | 3,000 | 1.30 | January 31, 2016 | 7,500 | ||
A Lawson | 1.30 | 31, January, 2016 | 7,500 | |||||
T Pearton | 0.70 | 29 April ,2014 | 15,000 | 0.90 | August 31, 2017 | 25,000 | ||
T Pearton | 0.90 | 31 August, 2017 | 25,000 | 1.30 | January 31, 2016 | 25,000 | ||
T Pearton | 1.30 | 31, January, 2016 | 25,000 | |||||
Dr P Maduna | 1.30 | 31, January, 2016 | 10,000 | |||||
SR Curtis | 0.70 | 11 May, 2016 | 30,000 | 0.70 | May 11, 2016 | 30,000 | ||
SR Curtis | 0.90 | 31 August, 2017 | 120,000 | 0.90 | August 31, 2017 | 120,000 | ||
SR Curtis | 1.30 | 31, January, 2016 | 250,000 | 1.30 | January 31, 2016 | 250,000 | ||
Caledonia Holdings Africa(1) | 0.90 | 31 August, 2017 | 103,000 | 0.90 | August 31, 2017 | 103,000 | ||
Caledonia Holdings Africa(1) | 1.30 | 31, January, 2016 | 207,500 | 1.30 | January 31, 2016 | 207,500 | ||
R Babensee | 0.90 | 31 August, 2017 | 40,000 | 0.90 | August 31, 2017 | 40,000 | ||
R Babensee | 1.30 | 31, January, 2016 | 175,000 | 1.30 | January 31, 2016 | 175,000 | ||
P Human | 0.90 | 31 August, 2017 | 5,000 | 0.90 | August 31, 2017 | 5,000 | ||
P Human | 1.30 | 31, January, 2016 | 10,000 | 1.30 | January 31, 2016 | 10,000 | ||
S Smith | 1.30 | 31, January, 2016 | 6,000 | 1.30 | January 31, 2016 | 6,000 | ||
S Smith | 0.90 | 31 August, 2017 | 2,400 | 0.90 | August 31, 2017 | 2,400 | ||
J Kelly | 0.90 | 31 August, 2017 | 90,000 | 0.90 | August 31, 2017 | 90,000 | ||
R Patricio | 0.90 | 31 August, 2017 | 90,000 | 0.90 | August 31, 2017 | 90,000 | ||
D Roets | 0.72 | 21 November, 2018 | 100,000 | 0.72 | November 21, 2018 | 100,000 | ||
J Holtzhausen | 0.72 | 21 November, 2018 | 90,000 | 0.72 | November 21, 2018 | 90,000 | ||
TOTAL | 2,617,920 | 2,125,920 |
Geographic Area | Number of Shares Held | Percentage of Issued Shares | Number of Shares Held | Percentage of Issued Shares | ||||||
USA | 22,108,122 | 42.42% | ||||||||
Canada | 21,516,276 | 41.28 | % | 16,796,148 | 32.23% | |||||
USA | 22,102,648 | 42.41 | % | |||||||
South Africa | 8,542,838 | 16.39% | ||||||||
England | 3,350,860 | 6.43% | ||||||||
Other | 8,499,022 | 16.31 | % | 1,319,940 | 2.53% | |||||
52,117,908 | 100% |
Caledonia had the following related party transactions: |
Note | 2014 | 2013 | 2012 | 2014 | 2013 | |
$ | $ | $ | $ | $ | ||
Management contract fees, allowances and bonus paid or accrued to a company for management services provided by the Group’s former President and Chief Executive Officer. | (i) | 938 | 736 | 704 | - | - |
Rent for office premises paid to a company owned by members of the former President’s family. | (ii) | 142 | 38 | 43 | - | - |
Legal fees and disbursements up to retirement. | - | 88 | 111 | - | - | |
Directors fees paid. | 326 | 285 | 215 | - | - |
(i) | On July 15, 2014 Caledonia served a six month notice to Epicure Overseas S.A. for the termination of the contract between Caledonia and Epicure for the provision of the services of Mr. Stefan Hayden, who was at that time Caledonia’s President and Chief Executive Officer (“CEO”). Negotiations for alternative arrangements to secure the continued services of Mr. Hayden as President and CEO failed to reach agreement. Accordingly, on November 18, 2014 Mr. Hayden stepped down as President and CEO and on December 6, 2014, Mr. Hayden resigned as a director of Caledonia. No payments other than the contractual payments that were due to Epicure Overseas SA for the provision of the services of Mr. Hayden during the notice period were made. |
(ii) | The |
2013 | 2012 | |
$’000 | $’000 | |
Management fees, bonuses and expense allowances paid or accrued to a company which provides the services of the Corporation’s President | 736 | 704 |
Rent paid to a company owned by members of the President’s family | 38 | 43 |
Legal fees paid to a law firm where a previous Director is a partner, to date of retirement.(1) | 88 | 111 |
Other fees paid to Directors | 285 | 215 |
C. | Interests of Experts and Counsel |
A. | Consolidated Statements and Other Financial Information |
B. | Significant Changes |
ITEM 9 - THE OFFERING AND LISTING |
A. | Offering and Listing Details |
TSX Exchange (Canadian Dollars) | ||
Last Six Months | High | Low |
March 2015 | 0.73 | 0.72 |
February 2015 | 0.74 | 0.72 |
January 2015 | 0.78 | 0.75 |
December 2014 | 0.70 | 0.67 |
November 2014 | 0.75 | 0.70 |
October 2014 | 0.85 | 0.83 |
2014 | High | Low |
Fourth Quarter ended December 31, 2014 | 0.81 | 0.77 |
Third Quarter ended September 31, 2014 | 1.10 | 1.07 |
Second Quarter ended June 30, 2014 | 0.87 | 0.85 |
First Quarter ended March 31, 2014 | 0.80 | 0.77 |
2013 | High | Low |
Fourth Quarter ended December 31, 2013 | 0.82 | 0.67 |
Third Quarter ended September 31, 2013 | 0.98 | 0.74 |
Second Quarter ended June 30, 2013 | 1.20 | 1.15 |
First Quarter ended March 31, 2013 | 1.40 | 0.95 |
2012 | High | Low |
Fourth Quarter ended December 31, 2012 | 1.10 | 0.90 |
Third Quarter ended September 31, 2012 | 1.10 | 0.60 |
Second Quarter ended June 30, 2012 | 0.90 | 0.65 |
First Quarter ended March 31, 2012 | 1.25 | 0.80 |
Last Five Fiscal Years | High | Low |
2014 | 0.90 | 0.86 |
2013 | 1.40 | 0.67 |
2012 | 1.25 | 0.60 |
2011 | 1.45 | 0.65 |
2010 | 1.70 | 0.55 |
TSX Exchange (Canadian Dollars) | ||
Last Six Months | High | Low |
March 2014 | 0.92 | 0.81 |
February 2014 | 0.81 | 0.61 |
January 2014 | 0.85 | 0.70 |
December 2013 | 0.83 | 0.68 |
November 2013 | 0.80 | 0.67 |
October 2013 | 0.82 | 0.69 |
2014 | High | Low |
First Quarter ended March 31, 2014 | 0.92 | 0.61 |
2013 | High | Low |
Fourth Quarter ended December 31, 2013 | 0.82 | 0.67 |
Third Quarter ended July 31, 2013 | 0.98 | 0.74 |
Second Quarter ended June 30, 2013 | 1.20 | 1.15 |
First Quarter ended March 31, 2013 | 1.40 | 0.95 |
2012 | High | Low |
Fourth Quarter ended December 31, 2012 | 1.10 | 0.90 |
Third Quarter ended July 31, 2012 | 1.10 | 0.60 |
Second Quarter ended June 30, 2012 | 0.90 | 0.65 |
First Quarter ended March 31, 2012 | 1.25 | 0.80 |
Last Five Fiscal Years | High | Low |
2013 | 1.40 | 0.67 |
2012 | 1.25 | 0.60 |
2011 | 1.45 | 0.65 |
2010 | 1.70 | 0.55 |
2009 | 0.95 | 0.50 |
OTCQX (United States Dollars) | ||
Last Six Months | High | Low |
March 2014 | 0.84 | 0.71 |
February 2014 | 0.73 | 0.53 |
January 2014 | 0.78 | 0.72 |
December 2013 | 0.85 | 0.75 |
November 2013 | 0.75 | 0.71 |
October 2013 | 0.71 | 0.65 |
2014 | High | Low |
First Quarter ended March 31, 2014 | 0.84 | 0.53 |
2013 | High | Low |
Fourth Quarter ended December 31, 2013 | 0.85 | 0.65 |
Third Quarter ended July 31, 2013 | 0.94 | 0.68 |
Second Quarter ended June 30, 2013 | 1.21 | 1.20 |
First Quarter ended March 31, 2013 | 1.35 | 0.95 |
2012 | High | Low |
Fourth Quarter ended December 31, 2012 | 1.12 | 0.88 |
Third Quarter ended July 31, 2012 | 1.10 | 0.65 |
Second Quarter ended June 30, 2012 | 0.96 | 0.68 |
First Quarter ended March 31, 2012 | 1.25 | 0.84 |
Last Five Fiscal Years | High | Low |
2013 | 1.45 | 0.65 |
2012 | 1.25 | 0.65 |
2011 | 1.58 | 0.63 |
2010 | 1.60 | 0.52 |
2009 | 0.84 | 0.45 |
OTCQX (United States Dollar) | ||
Last Six Months | High | Low |
March 2015 | 0.59 | 0.58 |
February 2015 | 0.60 | 0.57 |
January 2015 | 0.64 | 0.62 |
December 2014 | 0.61 | 0.58 |
November 2014 | 0.65 | 0.62 |
October 2014 | 0.76 | 0.70 |
2014 | High | Low |
Fourth Quarter ended December 31, 2014 | 0.71 | 0.56 |
Third Quarter ended September 31, 2014 | 1.01 | 0.98 |
Second Quarter ended June 30, 2014 | 0.80 | 0.78 |
First Quarter ended March 31, 2014 | 0.73 | 0.70 |
2013 | High | Low |
Fourth Quarter ended December 31, 2013 | 0.85 | 0.65 |
Third Quarter ended September 31, 2013 | 0.94 | 0.68 |
Second Quarter ended June 30, 2013 | 1.21 | 1.20 |
First Quarter ended March 31, 2013 | 1.35 | 0.95 |
2012 | High | Low |
Fourth Quarter ended December 31, 2012 | 1.12 | 0.88 |
Third Quarter ended September 31, 2012 | 1.10 | 0.65 |
Second Quarter ended June 30, 2012 | 0.96 | 0.68 |
First Quarter ended March 31, 2012 | 1.25 | 0.84 |
Last Five Fiscal Years | High | Low |
2014 | 0.81 | 0.78 |
2013 | 1.45 | 0.65 |
2012 | 1.25 | 0.65 |
2011 | 1.58 | 0.63 |
2010 | 1.60 | 0.52 |
ITEM 10 - ADDITIONAL INFORMATION |
A. | Share Capital |
B. | Memorandum and Articles of Association |
C. | Material Contracts |
D. | Exchange Controls |
E. | Taxation |
· | 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. |
F. | Dividends and Paying Agents |
G. | Statement by Experts |
H. | Documents on Display |
I. | Subsidiary Information |
A. | Currency Risk |
2014 | 2013 | |||
$ | $ | |||
Cash and cash equivalents | 26,512 | 25,042 | ||
Bank overdraft | - | (1,796) | ||
Trade and other receivables | 773 | 3,887 | ||
Trade and other payables | (2,199) | (5,160) |
2013 | 2012 | ||||||||
$ | $ | ||||||||
Cash and cash equivalents | 25,042 | 26,451 | |||||||
Bank overdraft | (1,796 | ) | - | ||||||
Trade and other receivables | 3,887 | 1,687 | |||||||
Trade and other payables | (5,160 | ) | (4,858 | ) | |||||
Zimbabwe advance dividend accrual | - | (1,987 | ) |
B. | Interest Rate Risk |
C. | Concentration of Credit Risk |
D. | Liquidity Risk |
E. | Commodity Price Risk |
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
2013(1) $ -Cdn | 2012(2) $-Cdn. | 2014(1) $ -Cdn | 2013(1) $ -Cdn | |||||||
Audit fees | 275,000 | 261,000 | 305,633 | 275,000 | ||||||
Audit – related fees | 32,000 | 125,100 | - | 32,000 | ||||||
Tax fees | 1,500 | 4,900 | 62,285 | 1,500 | ||||||
All other fees | - | - | - | |||||||
TOTAL | 308,500 | 391,000 | 367,918 | 308,500 |
Notes: |
(1) | Prior to the start of the audit process, Caledonia’s Audit Committee receives an estimate of the costs, from its auditors and reviews such costs for their reasonableness. After their review and pre-approval of the fees, the Audit Committee recommend to the board of directors to accept the estimated audit fees given by the auditors. |
(2) | Tax fees were for assistance provided regarding international tax matters relating to a possible permanent establishment tax exposure and a tax transfer pricing review. |
(i) | The report issued by BDO for the years ended December 31, |
(ii) |
(iii) | During the reporting period December 31, 2012 KPMG consulted to the Company on the application of accounting principles relating to the indigenisation transaction of Blanket Mine whereby the Company disposed of 51% of the shareholding of Blanket Mine. The accounting principles determined to be appropriate are reflected in the annual financial statements for the Company for the year ended December 31, |
Description | Page | |
Financial Statements and Notes |
Exhibit No. | Name | |
1.1 | Articles of Incorporation | |
1.2 | By-laws | |
4.1 | Stock Option Plan | |
12.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
12.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
13.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
15.1 | Summary of Independent Technical Report and PEA on the Blanket Mine Property in Zimbabwe | |
15.2 | Property and Claims Information Blanket | |
15.3 | Shareholder Rights Plan | |
15.4 | Share Subscription Agreements – Blanket Mine |
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION |
INDEPENDENT AUDITOR'S REPORT OF |
Independent Auditor’s Report of Registered Public Accounting Firm |
Consolidated statements of profit or loss and other comprehensive income | ||||||||||||||||
(In thousands of Canadian dollars) For the years ended December 31 | Note | 2014 | 2013 | 2012 | ||||||||||||
$ | $ | $ | ||||||||||||||
Revenue | 59,082 | 65,113 | 75,221 | |||||||||||||
Less: Royalty | (3,889 | ) | (4,544 | ) | (5,261 | ) | ||||||||||
Production costs | 8 | (30,812 | ) | (27,412 | ) | (25,653 | ) | |||||||||
Depreciation | (3,908 | ) | (3,276 | ) | (3,392 | ) | ||||||||||
Gross profit | 20,473 | 29, 881 | 40,915 | |||||||||||||
Other income | 28 | - | - | |||||||||||||
Administrative expenses | 9 | (8,157 | ) | (7,772 | ) | (4,055 | ) | |||||||||
Share-based payment expense | 20 | - | (68 | ) | (14,569 | ) | ||||||||||
Foreign exchange gain | 1,176 | 1,677 | (4 | ) | ||||||||||||
Indigenisation expenses | - | - | (1,700 | ) | ||||||||||||
Impairment | 12 | (196 | ) | (14,203 | ) | (330 | ) | |||||||||
Operating profit | 13,324 | 9,515 | 20,257 | |||||||||||||
Finance income | 10 | 15 | 24 | 79 | ||||||||||||
Finance cost | 10 | (170 | ) | (132 | ) | (160 | ) | |||||||||
Net finance costs | (155 | ) | (108 | ) | (81 | ) | ||||||||||
Profit before tax | 13,169 | 9,407 | 20,176 | |||||||||||||
Tax expense | 11 | (6,604 | ) | (9,897 | ) | (12,818 | ) | |||||||||
Profit/(Loss) for the year | 6,565 | (490 | ) | 7,358 | ||||||||||||
Other comprehensive income | ||||||||||||||||
Items that are or may be reclassified to profit or loss | ||||||||||||||||
Foreign currency translation differences of foreign operations | 3,848 | 2,254 | (1,589 | ) | ||||||||||||
Tax on other comprehensive income | 11 | 122 | - | - | ||||||||||||
Other comprehensive income for the year, net of income tax | 3,970 | 2,254 | (1,589 | ) | ||||||||||||
Total comprehensive income for the year | 10,535 | 1,764 | 5,769 | |||||||||||||
Profit/(Loss) attributable to: | ||||||||||||||||
Owners of the Company | 4,897 | (3,055 | ) | 8,720 | ||||||||||||
Non-controlling interests | 1,668 | 2,565 | (1,362 | ) | ||||||||||||
Profit/(Loss) for the year | 6,565 | (490 | ) | 7,358 | ||||||||||||
Total comprehensive income attributable to: | ||||||||||||||||
Owners of the Company | 8,833 | (726 | ) | 7,122 | ||||||||||||
Non-controlling interests | 1,702 | 2,490 | (1,343 | ) | ||||||||||||
Total comprehensive income for the year | 10,535 | 1,764 | 5,769 | |||||||||||||
Earnings/(Loss) per share | ||||||||||||||||
Basic earnings/(loss) - per share ($) | 18 | 0.093 | (0,061 | ) | 0.172 | |||||||||||
Diluted earnings/(loss) - per share ($) | 18 | 0.093 | (0,061 | ) | 0,172 |
Consolidated statements of financial position | ||||||
(In thousands of Canadian dollars) | Note | 2014 | 2013 | |||
As at | December 31 | December 31 | ||||
$ | $ | |||||
Assets | ||||||
Property, plant and equipment | 12 | 40,388 | 33,448 | |||
Total non-current assets | 40,388 | 33,448 | ||||
Inventories | 13 | 7,571 | 6,866 | |||
Prepayments | 348 | 177 | ||||
Trade and other receivables | 14 | 2,040 | 3,889 | |||
Income tax receivable | 111 | - | ||||
Cash and cash equivalents | 15 | 26,838 | 25,222 | |||
Total current assets | 36,908 | 36,154 | ||||
Total assets | 77,296 | 69,602 | ||||
Equity and liabilities | ||||||
Share capital | 16 | 57,607 | 57,607 | |||
Reserves | 17 | 159,883 | 156,069 | |||
Retained loss | (159,759) | (161,651) | ||||
Equity attributable to shareholders | 57,731 | 52,025 | ||||
Non-controlling interests | 29 | 804 | (51) | |||
Total equity | 58,535 | 51,974 | ||||
Liabilities | ||||||
Provisions | 21 | 2,888 | 1,572 | |||
Deferred tax liability | 11 | 10,092 | 8,522 | |||
Total non-current liabilities | 12,980 | 10,094 | ||||
Trade and other payables | 22 | 3,791 | 4,600 | |||
Income tax payable | 1,990 | 1,138 | ||||
Bank overdraft | 15 | - | 1,796 | |||
Total current liabilities | 5,781 | 7,534 | ||||
Total liabilities | 18,761 | 17,628 | ||||
Total equity and liabilities | 77,296 | 69,602 |
Note | Share capital | Investment Revaluation Reserve | Foreign Currency Translation Reserve | Contributed Surplus | Share- based payment reserve | Retained Loss | Total | Non- controlling interests (“NCI”) | Total Equity | |
$ | $ | $ | $ | $ | $ | $ | $ | $ | ||
Balance at December 31, 2012 | 197,137 | 5 | (2,010) | - | *15,682 | (153,399) | 57,415 | (1,796) | 55,619 | |
Transactions with owners: | ||||||||||
Reduction of stated capital | 17 | (140,000) | - | - | 140,000 | - | - | - | - | - |
Share-based payment transaction | 20 | - | - | - | - | 68 | - | 68 | - | 68 |
Dividends paid | - | - | - | - | - | (5,202) | (5,202) | (745) | (5,947) | |
Shares issued | 16 | 470 | - | - | - | - | - | 470 | - | 470 |
Movement in equity | (5) | 5 | ||||||||
Total comprehensive income: | ||||||||||
(Loss)/profit for the year | - | - | - | - | - | (3,055) | (3,055) | 2,565 | (490) | |
Other comprehensive income for the year | - | - | 2,329 | - | - | - | 2,329 | (75) | 2,254 | |
Balance at December 31, 2013 | 57,607 | - | 319 | 140,000 | 15,750 | (161,651) | 52,025 | (51) | 51,974 | |
Transactions with owners: | ||||||||||
Dividends paid | - | - | - | - | - | (3,127) | (3,127) | (847) | (3,974) | |
Total comprehensive income: | ||||||||||
Profit for the year | - | - | - | - | - | 4,897 | 4,897 | 1,668 | 6,565 | |
Other comprehensive income for the year | - | - | 3,814 | - | - | 122 | 3,936 | 34 | 3,970 | |
Balance at December 31, 2014 | 57,607 | - | 4,133 | 140,000 | 15,750 | (159,759) | 57,731 | 804 | 58,535 |
For the years ended December 31, | Note | 2013 | 2012 | 2011 | ||||
$ | $ | $ | ||||||
Revenue | 65,113 | 75,221 | 55,705 | |||||
Less: Royalty | (4,544 | ) | (5,261 | ) | (2,514 | ) | ||
Production costs | 8 | (27,412 | ) | (25,653 | ) | (21,093 | ) | |
Depreciation | (3,276 | ) | (3,392 | ) | (2,983 | ) | ||
Gross profit | 29, 881 | 40,915 | ) | 29,115 | ||||
Administrative expenses | 9 | (7,772 | ) | (4,055 | ) | (3,351 | ) | |
Share-based payment expense | 20 | (68 | ) | (14,569 | ) | (1,101 | ) | |
Indigenisation expenses | 5 | - | (1,700 | ) | (326 | ) | ||
Foreign exchange gain/(loss) | 1,677 | (4 | ) | 303 | ||||
Impairment | 12 | (14,203 | ) | (330 | ) | (3,884 | ) | |
Results from operating activities | 9,515 | 20,257 | 20,756 | |||||
Finance income | 10 | 24 | 79 | 55 | ||||
Finance cost | 10 | (132 | ) | (160 | ) | (217 | ) | |
Net finance costs | (108 | ) | (81 | ) | (162 | ) | ||
Profit before tax | 9,407 | 20,176 | 20,594 | |||||
Tax expense | 11 | (9,897 | ) | (12,818 | ) | (8,464 | ) | |
(Loss)/Profit for the year | (490 | ) | 7,358 | 12,130 | ||||
Other comprehensive income | ||||||||
Items that are or may be reclassified to profit or loss | ||||||||
Foreign currency translation differences of foreign operations | 2,254 | (1,589 | ) | 265 | ||||
Other comprehensive income for the year, net of income tax | 2,254 | (1,589 | ) | 265 | ||||
Total comprehensive income for the year | 1,764 | 5,769 | 12,395 | |||||
(Loss)/Profit attributable to: | ||||||||
Shareholders of the Company | (3,055 | ) | 8,720 | 12,130 | ||||
Non-controlling interests | 2,565 | (1,362 | ) | - | ||||
(Loss)/Profit for the year | (490 | ) | 7,358 | 12,130 | ||||
Total comprehensive income attributable to: | ||||||||
Shareholders of the Company | (726 | ) | 7,112 | 12,395 | ||||
Non-controlling interests | 2,490 | (1,343 | ) | - | ||||
Total comprehensive income for the year | 1,764 | 5,769 | 12,395 | |||||
(Loss)/Earnings per share | ||||||||
Basic (loss)/earnings - $ per share | 18 | (0,061 | ) | 0.172 | 0.24 | |||
Diluted (loss)/earnings - $ per share | (0,061 | ) | 0.172 | 0.24 |
Consolidated statements of cash flows | |||||||
(In thousands of Canadian dollars) | |||||||
For the years ended December 31, | Note | 2014 | 2013 | 2012 | |||
$ | $ | $ | |||||
Cash flows from operating activities | 23 | 18,822 | 22,768 | 41,420 | |||
Interest received | 15 | 24 | 79 | ||||
Interest paid | (133) | (132) | (160) | ||||
Tax paid | 11 | (4,999) | (7,974) | (11,618) | |||
Cash from operating activities | 13,705 | 14,686 | 29,721 | ||||
Cash flows from investing activities | |||||||
Acquisition of property, plant and equipment | (6,786) | (11,738) | (7.909) | ||||
Proceeds from sale of property, plant and equipment | - | - | 38 | ||||
Net cash used in investing activities | (6,786) | (11,738) | (7,871) | ||||
Cash flows from financing activities | |||||||
Dividends paid | (3,974) | (5,947) | - | ||||
Advance dividend paid | - | (1,987) | (3,739) | ||||
Proceeds from the exercise of share options | 16 | - | 470 | 974 | |||
Net cash used in financing activities | (3,974) | (7,464) | (2,765) | ||||
Net increase/(decrease) in cash and cash equivalents | 2,945 | (4,516) | 19,085 | ||||
Cash and cash equivalents at beginning of year | 23,426 | 27,942 | 9,256 | ||||
Effect of exchange rate fluctuations on cash held | 467 | - | (399) | ||||
Cash and cash equivalents at year end | 15 | 26,838 | 23,426 | 27,942 |
Note | 2013 | 2012 | |||||||||
As at | December 31 | December 31 | |||||||||
Assets | |||||||||||
Property, plant and equipment | 12 | 33,448 | 36,471 | ||||||||
Deferred tax asset | 11 | - | 62 | ||||||||
Total non-current assets | 33,448 | 36,533 | |||||||||
Inventories | 13 | 6,866 | 5,508 | ||||||||
Prepayments | 177 | 126 | |||||||||
Trade and other receivables | 14 | 3,889 | 1,718 | ||||||||
Cash and cash equivalents | 15 | 25,222 | 27,942 | ||||||||
Total current assets | 36,154 | 35,294 | |||||||||
Total assets | 69,602 | 71,827 | |||||||||
Equity and liabilities | |||||||||||
Share capital | 16 | 57,607 | 197,137 | ||||||||
Reserves | 17 | 156,069 | 13,677 | ||||||||
Retained loss | (161,651 | ) | (153,399 | ) | |||||||
Equity attributable to shareholders | 52,025 | 57,415 | |||||||||
Non-controlling interests | (51 | ) | (1,796 | ) | |||||||
Total equity | 51,974 | 55,619 | |||||||||
Liabilities | |||||||||||
Provisions | 21 | 1,572 | 1,015 | ||||||||
Deferred tax liability | 11 | 8,522 | 5,913 | ||||||||
Total non-current liabilities | 10,094 | 6,928 | |||||||||
Trade and other payables | 22 | 4,600 | 5,775 | ||||||||
Advance dividend accrual - indigenisation | 5 | - | 1,987 | ||||||||
Income taxes payable | 1,138 | 1,518 | |||||||||
Bank overdraft | 15 | 1,796 | - | ||||||||
Total current liabilities | 7,534 | 9,280 | |||||||||
Total liabilities | 17,628 | 16,208 | |||||||||
Total equity and liabilities | 69,602 | 71,827 |
Note | Share capital | Investment Revaluation Reserve | ||||||||||||||||||||
Foreign Currency Translation Reserve | Contributed Surplus | Share based payment | Retained Loss | Total | Non- controlling interests (“NCI”) | Total Equity | ||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||
Balance at December 31, 2011 | 196,163 | 5 | -1,139 | - | 3,407 | -158,422 | 40,014 | - | 40,014 | |||||||||||||
Transactions with owners: | ||||||||||||||||||||||
Share based payment transaction – on indigenisation transaction | 5 | - | - | - | - | 11,867 | - | 11,867 | 2,294 | 14,161 | ||||||||||||
Shares-based payment transaction | 20 | - | - | - | - | 408 | - | 408 | - | 408 | ||||||||||||
Advance dividend paid to NCI | 5 | - | - | - | - | - | - | - | -5,707 | -5,707 | ||||||||||||
Shares issued | 16 | 974 | - | - | - | - | - | 974 | - | 974 | ||||||||||||
Blanket Mine indigenisation NCI introduced | 5 | - | - | 737 | - | - | -3,697 | -2,960 | 2,960 | - | ||||||||||||
Total comprehensive income: | ||||||||||||||||||||||
Profit/(loss) for the year | - | - | - | - | - | 8,720 | 8,720 | -1,362 | 7,358 | |||||||||||||
Other comprehensive income for the year | - | - | -1,608 | - | - | - | -1,608 | 19 | -1,589 | |||||||||||||
Balance at December 31, 2012 | 197,137 | 5 | -2,010 | - | 15,682 | -153,399 | 57,415 | -1,796 | 55,619 | |||||||||||||
Transactions with owners: | ||||||||||||||||||||||
Reduction of stated capital | 17 | -140,000 | - | - | 140,000 | - | - | - | - | - | ||||||||||||
Shares-based payment transaction | 20 | - | - | - | - | 68 | - | 68 | - | 68 | ||||||||||||
Dividends paid | - | - | - | - | - | -5,202 | -5,202 | -745 | -5,947 | |||||||||||||
Shares issued | 16 | 470 | - | - | - | - | - | 470 | - | 470 | ||||||||||||
Movement within equity | - | -5 | - | - | - | 5 | - | - | - | |||||||||||||
Total comprehensive income: | ||||||||||||||||||||||
(Loss)/profit for the year | - | - | - | - | - | -3,055 | -3,055 | 2,565 | -490 | |||||||||||||
Other comprehensive income for the year | - | - | 2,329 | - | - | - | 2,329 | -75 | 2,254 | |||||||||||||
Balance as December 31, 2013 | 57,607 | - | 319 | 140,000 | 15,750 | -161,651 | 52,025 | -51 | 51,974 |
Consolidated statements of cash flows | |||||||||||
(In thousands of Canadian dollars) | |||||||||||
For the years ended December 31, | Note | 2013 | 2012 | 2011 | |||||||
$ | $ | $ | |||||||||
Cash flows from operating activities | |||||||||||
Cash generated by operating activities | 23 | 22,768 | 41,420 | 25,300 | |||||||
Interest received | 10 | 24 | 79 | 55 | |||||||
Interest paid | 10 | (132 | ) | (160 | ) | (217 | ) | ||||
Tax paid | 11 | (7,974 | ) | (11,618 | ) | (7,710 | ) | ||||
Cash from operating activities | 14,686 | 29,721 | 17,428 | ||||||||
Cash flows from investing activities | |||||||||||
Acquisition of property, plant and equipment | 12 | (11,738 | ) | (7,909 | ) | (8,528 | ) | ||||
Proceeds on sale of property, plant and equipment | - | 38 | - | ||||||||
Net cash used in investing activities | (11,738 | ) | (7,871 | ) | (8,528 | ) | |||||
Cash flows from financing activities | |||||||||||
Dividends paid | (5,947 | ) | - | - | |||||||
Advance dividend paid | 5 | (1,987 | ) | (3,739 | ) | - | |||||
Proceeds from the exercise of share options | 16 | 470 | 974 | 38 | |||||||
Net cash used in financing activities | (7,464 | ) | (2,765 | ) | 38 | ||||||
Net (decrease)/increase in cash and cash equivalents | (4,516 | ) | 19,085 | 8,938 | |||||||
Cash and cash equivalents at beginning of year | 27,942 | 9,256 | 398 | ||||||||
Effect of exchange rate fluctuations on cash held | - | (399 | ) | (80 | ) | ||||||
Cash and cash equivalents at year end | 15 | 23,426 | 27,942 | 9,256 |
equity-settled share-based payment arrangements measured at fair value on grant date. |
(a) | Judgements |
3 | Use of estimates and judgements – (continued) |
(b) | Assumptions and Estimation uncertainties |
i) | Site restoration provisions |
ii) | Exploration and evaluation (“E&E”) expenditure |
· | Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities. |
· | Level 2: inputs other than quoted prices included in Level 1 that are observable for the assets and liability, either directly (i.e. as price) or indirectly |
· | Level 3: inputs for the assets or liability that are not based for identical assets or observable market data (unobservable inputs). |
i) | Subsidiaries |
ii) | Loss of control |
iii) | Non-controlling interests |
iv) | Transactions eliminated on consolidation |
i) | Foreign operations |
· | Assets and liabilities are translated using the exchange rate at period end; and |
· | Income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions. |
ii) | Foreign currency translation |
(c) | Financial instruments |
i) | Non-derivative financial assets |
ii) | Non-derivative financial liabilities |
(e) | Property, plant and equipment |
i) | Recognition and measurement |
ii) | Exploration and evaluation expenditure |
iii) | Subsequent costs |
iv) | Depreciation |
· | buildings 10 to 15 years |
· | plant and |
· | fixtures and fittings including computers 4 to 10 years |
· | motor vehicles 4 years |
(f) | Inventories |
(g) | Impairment |
(i) | Financial assets (including receivables) |
(ii) | Non-financial assets |
(iii) | Impairment of exploration and evaluation assets |
· | The entity's right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed. |
· | Substantive expenditure on further E&E activities in the specific area is neither budgeted nor planned. |
· | The entity has not discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided to discontinue such activities in the specific area. |
· | Even if development is likely to proceed, the entity has sufficient data indicating that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale. |
(h) | Employee benefits |
(i) | Short-term employee benefits |
(ii) | Defined contribution plans |
(I) | Share-based payment transactions |
(i) | Share-based payment relating to employees and directors |
(ii) | Share-based payment relating to the indigenisation transaction |
(j) | Provisions |
(k) | Site restoration |
(l) | Revenue |
(m) | Finance income and finance costs |
(n) | Income tax |
(i) | Current tax |
(ii) | Deferred tax |
(o) | Earnings per share |
(p) | Changes in accounting policies |
(q) | Standards, amendments and interpretations issued but not yet effective |
Standard/Interpretation | Effective date* | Adoption date by the Group | |
Amendments to IAS 1 | Disclosure Initiative | January 1, 2016 | January 1, 2016 |
IFRS 15 | Revenue from Contracts with Customers | January 1, 2017 | January 1, 2017 |
IFRS 9 | Financial Instruments | January 1, 2018 | January 1, 2018 |
Possible impact on the consolidated financial statements
The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised. This new standard is not expected to have a significant impact on the Group since it is not expected to change the timing of when revenue is recognised and the amount of revenue recognised. The Group is currently in the process of performing a more detailed assessment of the impact of this standard on the Group and will provide more information in the year ending December 31, 2016 financial statements.
On July 24, 2014, the IASB issued the final IFRS 9 Group as measurement categories are similar to IAS 39 even though the criteria for classification into these categories are significantly different. The
During 2012 the Group,
The Group facilitated the vendor funding of these transactions F-21 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
Outstanding balances on the facilitation loans attract interest at a rate of 10% over the 12-month LIBOR. The timing of the repayment of the loans depends on the future financial performance of Blanket Mine and the extent of future dividends declared by Blanket Mine. Accounting treatment
(c) 100% of the 10% shareholding of the Community Trust.
Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, (in thousands of Canadian dollars) 5 Blanket Zimbabwe Indigenisation Transaction – (continued)
The balance on the facilitation loans is reconciled as follows:
*The shares held by BETS are effectively treated as treasury shares (see above). ~ Accounted for under IAS19 Employee Benefits. # Facilitation loans are accounted for as equity instruments and are accordingly not The following
Advance dividends In anticipation of completion of the underlying subscription agreements, Blanket Mine agreed to an advance dividend
These advance payments
The advance dividend payments
Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, (in thousands of Canadian dollars) 5 Blanket Zimbabwe Indigenisation Transaction – (continued)
The movement in the advance dividend loans is reconciled as follows in USD 000’s:
6 Financial risk management Overview The Group has exposure to the following risks from its use of financial instruments:
This note and note 24 presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements. The Group is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of capital, and protecting current and future Group assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets. The Board of Directors has responsibility to ensure that an adequate financial risk management policy is established and to approve the policy. The Group’s Audit Committee oversees management’s compliance with the Group’s financial risk management policy. The fair value of the Group’s financial instruments approximates their carrying value unless otherwise noted. F-24 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
The types of risk exposure and the way in which such exposures are managed are as follows:
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. The Group does not
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. Management’s policy is to invest cash in financial institutions with a credit –rating of at least “A” that offer (c) Credit risk Credit risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its liquidity risk by ensuring that there is sufficient capital to meet its likely cash requirements, after taking into account cash flows from operations and the Group’s holdings of cash and cash equivalents. The Group believes that these sources will be sufficient to cover the anticipated cash requirements. Senior management is also actively involved in the review and approval of planned Since the inception of dollarization in Zimbabwe in 2009, all appropriate insurance cover has been reinstated. The Zimbabwean operations are now covered for public liability risk, assets all risk and comprehensive cover on all motor vehicles. 7 Capital Management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the mining operations and exploration potential of the mineral properties. The Group’s capital includes shareholders’ equity, comprising issued share capital, reserves, accumulated other comprehensive income, accumulated deficit, bank loans and non-controlling interests.
The Group’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its on-going operations, to provide returns for shareholders, accommodate any rehabilitation provisions and to pursue growth opportunities. As at December 31,
Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, (in thousands of Canadian dollars) 8 Production costs
9 Administrative expense
10 Finance income and finance costs
F-26 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 11 Tax expense
Tax recognised in other comprehensive income
Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following items:
Taxable losses expire as set out below for the entities making taxable losses within the group. Deferred tax assets have not been recognised for these items because future taxable income is not deemed probable to utilise these benefits against.
F-27 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 11 Tax expense - (continued) Reconciliation of tax rate
* Receivable is due to an overpayment made to ZIMRA during quarter 4 of 2014 which cannot be offset against other tax jurisdictions. F-28 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 11 Tax expense - (continued) Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following:
Movement in recognised deferred tax assets and liabilities
F-29 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 12 Property, plant and equipment
There are commitments to purchase plant and equipment totalling $642 (2013 - $178) at year end. * Included in mineral properties depreciated is an amount of $1,122 relating to rehabilitation asset capitalised refer note 21. F-30 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 12 Property, plant and equipment - (continued)
Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 12 Property, plant and equipment - (continued)
13 Inventories
Inventory comprises gold in 14 Trade and other receivables
The Group's exposure to credit and currency risks, and impairment losses related to trade and other receivables is disclosed in notes 6 and 24. Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 15 Cash and cash equivalents
The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in note 24. The bank overdraft facility of US$2.5 million bears interest at 8% above the bank’s base rate. The facility is unsecured, 16 Share capital
The holders of ordinary share capital are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Group. (1) 17 Reserves Investment revaluation reserve The investment revaluation reserve arises from the valuation of investments at fair value through was disposed of. 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. F-33 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) Share-based payment reserve The share-based payment reserve comprises the fair value of equity instruments granted to employees, directors and service providers under share option plans and equity instruments issued to Zimbabwe indigenisation shareholders under the Indigenisation Transaction (refer Note 5). Contributed surplus The contributed surplus reserve comprises the reduction in stated capital as approved by shareholders at the special general meeting on January 24,
18 Earnings/(Loss) Basic earnings/(loss) The calculation of basic earnings/(loss) Weighted average number of shares
F-34 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 18 Earnings/(Loss) per share – (continued)
The interest of NIEEF and Fremiro shareholding were anti-dilutive in the current year (i.e. the value of the options was less than the outstanding loan balance) and accordingly there was no adjustment to fully diluted earnings attributable to The calculation of diluted earnings per share at December 31, Weighted average number of
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. The potential dilutive effect of 2,538,359 options (2013 – 2,576,920, 19 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, F-35 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 20 Share-based payments At December 31, (a) Share option programme (equity-settled) The Group has established a rolling stock option plan (the "Plan") for employees, officers, directors, consultants and other service providers. In accordance with the Plan, options are granted with exercise prices equal to the market price of the shares at the date of Terms and conditions of share option program The terms and conditions relating to the grants under the Plan are that all options are to be settled by physical delivery of shares. Under the current Plan, the maximum term of the options is 5 years. Under the Plan, the aggregate number of shares that may be issued will not exceed 10% of the number of the shares issued of the Company. At December 31,
The continuity of the options granted, exercised, cancelled and expired under the Plan during
The weighted average remaining contractual life of the outstanding options is 1.81 years (2013: 2.76 years). F-36 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years (in thousands of 20 Share-based payments – (continued) The vesting of options is determined at the discretion of the board of directors, at the time the options are granted. Inputs for measurement of grant date fair values The fair value of share based payments noted above was estimated using the
No share based payments were granted during 2014. Costs relating to share based payments granted amounted to Nil (2013: $68, 2012:14,569). The 2012 expense included and amount of 14,161 for the
The equity instruments granted under the Blanket Mine Zimbabwe Indigenisation Transaction (refer note 5), excluding Blanket Mine Employee Trust Services (Private) Limited (BETS), were accounted for as share-based payments under IFRS 2 Share Based Payment, whilst the equity instruments granted to BETS have been accounted for under IAS 19 Employee benefits. The fair value of the equity instruments on the grant date of September 5, 2012 was determined for each transaction as being the sum of the present value of the following components:
To determine the fair value of the equity-settled share-based payment and take into account the unique features of each transaction, the Monte Carlo Simulation technique was used as the valuation model to allow for the uncertainty around the potential scenarios that affect the value of each arrangement. Projected market values were estimated using a stochastic modelling methodology based on Geometric Brownian Motion model. Additional equity instruments will vest to the Non-controlling interest to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans including interest. Refer to note 5 for the accounting treatment of the Non-controlling interests. F-37 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
Assumptions used based on the grant date of September 5, 2012 were as follows:
Site restoration Site restoration relates to the net present value of the estimated cost of closing down the mine and site and environmental restoration costs, estimated to be paid in
The discount rates currently applied in the calculation of the net present value of the Blanket Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 22 Trade and other payables
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 6 and note 24. The Directors consider the carrying amounts of trade and other payables as a reasonable approximation of their fair values. 23 Cash flow information Non-cash items and information presented separately on the cash flow statement:
24 Financial instruments Credit risk Exposure to credit risk The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was:
F-39 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
Impairment losses None of the trade and other receivables is past due at the year-end Liquidity risk The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
Currency risk As the Group operates in an international environment, some of the Group’s financial instruments and transactions are denominated in currencies other than the Canadian Dollar. 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 Canadian dollar in the Group’s consolidated financial statements. Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 24 Financial instruments – (continued) The fluctuation of the Canadian dollar in relation to other currencies will consequently have an impact upon the profitability of the Group and may also affect the value of the Group’s assets and liabilities and the amount of shareholders’ equity. As noted below, the Group has certain financial assets and liabilities denominated in foreign currencies. The Group does not use any derivative instruments to reduce its foreign currency risks. To reduce exposure to currency transaction risk, the Group maintains cash and cash equivalents in the currencies used by the Group to meet short‐term liquidity requirements. Below is a summary of the assets and liabilities denominated in a currency other than the Canadian dollar that would be affected by changes in exchange rates relative to the Canadian dollar. The values are the Canadian dollar equivalent of the respective asset or liability that is denominated in US dollars or South African
The following exchange rates applied during the year:
F-41 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
Sensitivity analysis
Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) Interest rate risk Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Unless otherwise noted, it is the opinion of management that the Group is not exposed to significant interest rate risk as it has no debt financing apart from short term borrowings utilized in Zimbabwe. The Group’s cash and cash equivalents include highly liquid investments that earn interest at market rates. The Group manages its interest rate risk by 25 Dividends The following dividends were declared and paid by the Company (excluding NCI) for the year ended December, 31
26 Contingencies The Group may be subject to various claims that arise in the normal course of business. Management believes there are no contingent liabilities of the Group arising from claims. 27 Related parties Key management personnel A service agreement between Greenstone Management Services Proprietary Limited and Mr. Curtis includes an option to terminate the 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, 2014 the severance payment would have amounted to US $820. The contract also includes a payment of one month’s pay per year of service rendered by Mr Curtis if Caledonia terminates his services. A change in control would constitute: · the acquisition of more than 50% of the ordinary shares; or · the acquisition of right to exercise the majority of the voting rights of ordinary 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 Greenstone Management Service Proprietary Limited or Caledonia Mining Corporation.
In addition, F-43 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 27 Related parties – (continued) Employees, officers, directors, consultants and other service providers also participate in the Group's share option program (see note 20). Key management personnel
A number of those entities 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:
Refer to note 5 and note 29 for transactions with Non-controlling interests. Caledonia Mining Corporation For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
28 Group entities
( (2)Refer to Note 5, for the effective shareholding. NCI has a 16.2% interest in cash flows of Blanket only. (3)Blanket has no subsidiary companies. Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 29 Operating Segments The Group's operating segments have been identified based on geographic areas. The Group has four reportable segments as described below, which are the Group's strategic business units. The strategic business units are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Group’s The Corporate segment comprise the holding company and Greenstone Management Services Limited (UK) responsible for administrative functions within the group. The Zimbabwe operating segments comprise 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 CFO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Information about reportable segments
Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars)
F-47 Caledonia Mining Corporation
For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) 28 Operating Segments – (continued)
F-48 Caledonia Mining Corporation Notes to the Consolidated Financial Statements For the years ended December 31, 2014 and 2013 (in thousands of Canadian dollars) Major customer Revenues from Fidelity Printers in Zimbabwe amounted to approximately $59,082.Revenues from Rand Refinery
30 Subsequent events No material subsequent events to report.
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
F-50 |