Caledonia Mining Corporation
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
CALEDONIA MINING CORPORATION |
(Exact name of Registrant as specified in its charter) |
Caledonia Mining Corporation is variously referred to in this Report |
as “Caledonia”, “the Corporation” or “the Company” |
Canada |
(Jurisdiction of incorporation or organization) |
24 Ninth Street, Lower Houghton, Johannesburg, Gauteng 2198, South Africa |
(Address of principal executive offices) |
Carl R. Jonsson, 1710-1177 West Hastings Street, |
Vancouver, BC V6E 2L3, Canada; tel: (604) 640-6357; fax: (604) 681-0139 |
email: jonsson@securitieslaw.bc.ca |
(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. |
(Title of Class) |
(Title of Class) |
Title of each class | Name of each exchange on which registered |
Common shares | Toronto Stock Exchange |
London Stock Exchange Alternative Investment Market |
U.S. OTCQX |
1. | IDENTITY of DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
However, the information required above can readily be determined from Caledonia’s Proxy and Information Circular dated April 15, 2011 attached as Exhibit #14b. Information is also given in Section 14A. |
Selected Financial Data |
IFRS | Canadian GAAP | ||||
Financial – All in C$ 000’s unless otherwise indicated | 2011 | 2010 | 2009 | 2008 | 2007 |
Revenue from Sales | 55,705 | 22,388 | 11,559 | 7,696 | 10,039 |
Gross Operating Profit (Loss) | 29,115 | 6,360 | 2,916 | 3,039 | 166 |
Expense - (General and administration, interest and foreign exchange including provisions and impairments) | (8,359) | (3,866) | (6,007) | (7,543) | (4,195) |
Net loss from discontinued operations | - | - | - | (436) | (582) |
Net Income /(Loss) – after income taxes | 12,130 | 1,455 | (3,950) | (4,940) | (4,615) |
Cash and cash equivalent | 9,686 | 1,145 | 1,623 | 3,652 | 76 |
Current Assets | 18,154 | 6,176 | 5,917 | 5025 | 4,408 |
Assets | 52,402 | 38,159 | 22,090 | 23,657 | 29,492 |
Current Liabilities | 4,566 | 4,629 | 2,759 | 1,308 | 4,343 |
Long Term Liabilities | 7,822 | 7,050 | 2,589 | 1,153 | 1,054 |
Working Capital | 13,588 | 1,547 | 3,158 | 3,717 | 65 |
Shareholders’ Equity | 40,014 | 26,480 | 16,742 | 21,196 | 24,095 |
Total Capital Expenditures including Mineral Properties | 8,528 | 7,304 | 1,547 | 3,023 | 3,250 |
Financing Raised (repaid) | (279) | 159 | 588 | 1,106 | 4,380 |
Share Information
Market Capitalization ($ Thousands) at December 31 | 55,060 | 80,021 | 32,508 | 32,511 | 53,666 |
Shares Outstanding (Thousands) | 500,549(1) | 500,169 | 500,169 | 500,169 | 487,869 |
Warrants & Options (Thousands) | 42,540 | 32,580 | 32,580 | 46,430 | 34,026 |
Basic and diluted net income (loss) per share for continuing operations | $0.024 | $0.003 | ($0.008) | ($0.010) | ($0.009) |
Basic and diluted net income (loss) per share for discontinued operations | - | - | - | ($0.000) | ($0.000) |
Basic and diluted net income (loss) per share for the year | $0.024 | $0.003 | $(0.008) | $(0.010) | $(0.009) |
US GAAP | |||
2009 | 2008 | 2007 | |
- In Thousands of Canadian Dollars except per share amounts | |||
Revenue from Operations | 11,559 | 7,696 | 10,039 |
Gross Profit (Loss) | 3,930 | 851 | (2,467) |
Expenses (General and Administration, Interest and foreign exchange) | 6,247 | 7,543 | 4,195 |
Net Income (Loss) from continuing operations | (3,176) | (6,692) | (6,662) |
Loss from discontinued operations | - | (436) | (582) |
Net Income(Loss) | (3,176) | (7,128) | (7,248) |
Cash | 1,622 | 3,652 | 76 |
Current Assets | 5,917 | 5,025 | 4,408 |
Total Assets | 12,691 | 13,484 | 21,507 |
Current Liabilities | 2,759 | 1,308 | 4,343 |
Long Term Liabilities | 2,589 | 1,153 | 1,054 |
Working Capital (Deficiency) | 3,158 | 3,717 | 65 |
Shareholders’ Equity (Deficiency) | 7,343 | 11,023 | 16,110 |
Capital Expenditures (excluding Mineral Property expenditure) | 830 | 136 | 571 |
Expenditures on Mineral Properties | 650 | - | 45 |
Financing Raised (repaid) | 588 | 1,119 | 4,380 |
Deemed Dividends | - | - | 134 |
Exchange Rate | 2011 | 2010 | 2009 | 2008 | 2007 |
Rate at the End of the Period (1) | 0.9767 | 0.9999 | 1.049 | 1.218 | 0.982 |
Average Rate (2) | 0.9892 | 1.03 | 1.14 | 1.066 | 1.0744 |
High Rate (1) | 1.0468 | 1.0766 | 1.036 | 0.9711 | 1.185 |
Low Rate (1) | 0.9748 | 0.9966 | 1.2907 | 1.3008 | 0.9145 |
(1) | The rate of exchange is the Bank of Canada closing rate for the period. |
(2) | The average rate means the average of the exchange rates during the year. |
Dec. 2011 | Jan 2012 | Feb 2012 | March 2012 | April 2012 | |
Closing | 1.0198 | 1.0039 | 0.9967 | 0.9972 | 0.9800 |
Average | 1.0236 | 1.0154 | 0.9978 | 0.9931 | 0.9934 |
Hi | 1.0384 | 1.0285 | 1.0013 | 1.0005 | 1.0031 |
Low | 1.0098 | 1.0017 | 0.9927 | 0.9870 | 0.9800 |
C. | Risk Factors |
- | delays or refusal in granting prospecting permissions, mining authorizations and work permits for foreign management staff; |
- | import and export regulation, including restrictions on the sale of their production in foreign currencies; |
- | requirement that a foreign subsidiary or operating unit have a domestic joint venture partner, which, possibly, the foreign company must subsidize; |
- | restrictions on the ability of local operating companies to sell their production for foreign currencies, and on the ability of such companies to hold these foreign currencies in offshore and/or local bank accounts; |
- | restrictions on the ability of a foreign company to have management control of exploration and/or development and/or mining operations; |
- | other risks arising out of foreign sovereignty over the areas in which operations are conducted. |
- | lack of uninterrupted power supplies |
- | lack of investment funding |
· | 16% will be sold to the National Indigenisation Economic Empowerment Fund; |
· | 10% will be sold to a Management and Employee Trust for the benefit of the present and future managers and employees of Blanket; |
· | 15% will be sold to identified Indigenous Zimbabweans; and |
· | 10% will be donated to the Gwanda Community Share Ownership Trust. Caledonia will also make a non-refundable donation of US $1,000,000 to the Trust as soon as it has been established. |
· | the abolition of windfall tax |
· | the return of capital allowances back to 100%. |
4 | INFORMATION ON THE COMPANY |
African Office - South Africa | Representational Offices - Canada | ||
Greenstone Management Services | 67 Yonge Street, Suite 1201 | ||
24, 9th Street, Lower Houghton | Toronto, Ontario, Canada | ||
Johannesburg, Gauteng, 2198 | M5E 1J8 | ||
South Africa | (416) 369-9507 | ||
(27) 11 447 2499 | |||
1710-1177 West Hastings Street | |||
Vancouver, B.C. , Canada V6E21 | |||
(604) 640-6357 |
Classification | Tonnes | Grade (Au g/t) | Gold Content-ounces |
Proven Ore | |||
Total Proven Ore including pillars* | 1,495,000 | 3.86 | 185,500 |
Probable Ore | |||
Operating and Development Areas | 2,234,000 | 3.79 | 272,200 |
Total Proven + Probable Ore | 3,729,000 | 3.82 | 457,700 |
Classification | Tonnes | Grade (Au g/t) | Gold Content-ounces |
Indicated | 454,000 | 3.82 | 55,700 |
Inferred | 2,344,000 | 5.28 | ** |
Caledonia Mining Corporation
Annual Production Results | 2011 | 2010 | 2009* | |
Ore mined | Tonnes | 314,698 | 149,372 | 94,714 |
Development advance (ROM) | Meters | 3,013 | 2,455 | 1,267 |
Development advance (Capital) | meters | 548 | 365 | 165 |
Ore milled | Tonnes | 298,759 | 153,500 | 103,444 |
Head grade | grams/tonne | 4.01 | 3.9 | 3.75 |
Recovery | percentage | 92.90 | 92.00 | 90.96 |
Gold produced | Ounces | 35,826 | 17,707 | 11,295 |
Gold Sold | Ounces | 35,504 | 17,598 | 10,517 |
Average gold price per ounce sold | USD | 1,577 | 1,273 | 1,099 |
Production cost per ounce | USD | 581 | 751 | 744 |
* Figures given are for 9 months April to December 2009 as production was suspended from October, 2008 until April, 2009. |
Blanket Mine Production Statistics | ||||||
Year | Tonnes Milled (t) | Gold Head (Feed) Grade (g/t) | Gold Recovery | Gold Produced (oz) | Average sales price per ounce of gold sold (US$/oz) | |
February | 2012 | 26,206 | 3.71 | 93.1% | 2,914 | 1,734 |
January | 2012 | 27,410 | 3.30 | 92.8% | 2,695 | 1,675 |
TOTAL 2011 | 2011 | 298,759 | 4.01 | 92.9% | 35,826 | 1,577 |
Fourth quarter qqquarterOctober | 2011 | 90,967 | 3.86 | 93.4% | 10,533 | 1,681 |
Third quarter | 2011 | 85,442 | 3.81 | 93.1% | 9,743 | 1,740 |
Second quarter | 2011 | 60,913 | 4.52 | 92.9% | 8,226 | 1,512 |
First quarter | 2011 | 61,437 | 4.02 | 92.2% | 7,322 | 1,397 |
TOTAL 2010 | 2010 | 153,500 | 3.90 | 92.0% | 17,707 | 1,273 |
Caledonia Mining Corporation
a) | “A-type” cobalt oxide mineralisation; |
b) | “D-type’ iron oxide bodies which are mostly enriched in Cobalt; and |
c) | Copper dominated ore shale hosted copper-cobalt mineralisation, commonly observed elsewhere in the Copperbelt and which is being exploited by neighbouring mines to the east and south of the Nama Licence Areas. |
· | Phase 1: Drilling of additional relatively-shallow holes comprising approximately a total 2,400 metres with the objective of identifying a continuation of the newly discovered mineralized zone towards surface. This phase of the exploration programme is expected to start as soon as ground/weather conditions permit and results of this work are expected 4 to 5 months thereafter. |
· | Phase 2: Drilling of additional deeper holes comprising approximately a total of 6,000 metres with the objective of identifying the nature of a deeper continuation of the above mineralised zone. This work will take place after completion of Phase 1 and is expected to take approximately 8 to 10 months. |
· | Phase 3: Provided the results of the Phase 1 programme are positive, a further shallow hole drilling programme focussed on delineating and evaluating resources compliant with NI 43-101 will be presented to the Caledonia Board for approval prior to possible commencement. This Phase may commence during Phase 2 activities. |
Caledonia Mining Corporation
(C) | Organizational Structure - Subsidiaries |
Zambia: | Barbados: | |
- Caledonia Mining (Zambia) Limited | - Blanket (Barbados) Holdings Limited | |
- Caledonia Western Limited | - Caledonia Holdings (Africa) Limited | |
- Caledonia Nama Limited | ||
- Caledonia Kadola Limited | ||
South Africa: | Zimbabwe: | |
- Eersteling Gold Mining Company Limited | - Blanket Mine (1983)(Private)( Limited) | |
- Greenstone Management Services (Pty)Limited | - Caledonia Holdings Zimbabwe Limited | |
- Fintona Investments (Pty) Ltd | - Caledonia Mining Services Limited | |
- Maid O’Mist (Pty) Limited | ||
- Mapochs Exploration (Pty) Ltd | ||
England: | Panama: | |
- Greenstone Management Services Limited | - Dunhill Enterprises Inc. |
A | Operating Results |
C$000’s except for earnings per share amounts. | December 31, 2011 | December 31, 2010 |
Revenue from sales | 55,705 | 22,388 |
Net income (loss) before income tax and discontinued operations : | 20,594 | 2,497 |
Net Income (loss) before discontinued operations , after tax | 12,130 | 1,455 |
Net income/(loss) per share - basic and diluted | $0.024 | $0.003 |
Comprehensive Income (loss) | 12,395 | 6 |
Total assets | 52,402 | 38,159 |
Total long-term liabilities | 7,822 | 7,050 |
Cash dividends declared per share | Nil | Nil |
As at December 31, 2011 | As at December 31, 2010 | ||
$000 | $000 | ||
Issued common shares | 196,163 | 196,125 | |
Contributed surplus | 3,407 | 2,306 | |
Other comprehensive income/(loss) | (1,134) | (1,399) | |
Deficit | (158,422) | (170,552) | |
Total | 40,014 | 26,480 |
7. | FINANCING |
8. | LIQUIDITY AND CAPITAL RESOURCES |
Payments due by Period – in thousands of Canadian Dollars | ||||||
Within 1 Year | 1-3 years |
| 3-5 years | More than 5 years | Total | |
Short term debt | 430,000 |
|
| - | - | 430,000 |
Trade and other payables | 3,841,000 |
|
| - | - | 3,841,000 |
Asset retirement obligations | - | - |
| - | 1,785,000 | 1,785,000 |
11. RELATED PARTY TRANSACTIONS |
The Corporation had the following related party transactions measured at the exchange amount: |
C$ 000s | 2011 | 2010 |
Fees and allowances paid to a Corporation which provides the services of the Corporation's President and CEO | 588 | 552 |
Rent for office premises paid to a company owned by members of the President’s family | 48 | 49 |
Legal fees paid to a law firm where a Director is a partner | 97 | 58 |
Fees, allowances and interest paid to the past Chairman of the Board | - | 38 |
Standard/Interpretation | Effective date | |||
IFRS 7 amendment | Disclosures – Transfers of Financial Assets | Annual periods beginning on or after July 1, 2011 | ||
IFRS 9 | Financial Instruments | Annual periods beginning on or after January 1, 2015 | ||
IFRS 10 | Consolidated Financial Statements | Annual periods beginning on or after January 1, 2013 | ||
IFRS 11 | Joint Arrangements | Annual periods beginning on or after January 1, 2013. | ||
IFRS 12 | Disclosure of Interests in Other Entities | Annual periods beginning on or after January 1, 2013 | ||
IFRS 13 | Fair Value Measurement | Annual periods beginning on or after January 1, 2013 | ||
IAS 1 amendment | Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income | Annual periods beginning on or after July 1, 2012 |
· | Not derecognised in their entirety and |
· | Derecognised in their entirety but for which Caledonia Mining retains continuing involvement. |
Caledonia Mining Corporation
· | fair value changes for financial liabilities (other than financial guarantees and loan commitments) designated at fair value through profit or loss that are attributable to the changes in the credit risk of the liability will be presented in other comprehensive income (OCI). The remaining amount of the fair value change is recognised in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, then the whole fair value change is presented in profit or loss. The determination as to whether such presentation would create or enlarge an accounting mismatch is made on initial recognition and is not subsequently reassessed. |
· | Under IFRS 9 (2010) derivative liabilities that are linked to and must be settled by delivery of an unquoted equity instrument whose fair value cannot be reliably measured, are measured at fair value. |
· | Identify how decisions about the relevant activities are made, |
· | Assess whether the entity has power over the relevant activities by considering only the entity’s substantive rights, |
· | Assess whether the entity is exposed to variability in returns, and |
· | Assess whether the entity is able to use its power over the investee to affect returns for its own benefit |
· | The nature of, and risks associated with, an entity’s interests in other entities, and |
· | The effects of those interests on the entity’s financial position, financial performance and cash flows. |
· | Fair value is an exit price |
· | Measurement considers characteristics of the asset or liability and not entity-specific characteristics |
· | Measurement assumes a transaction in the entity’s principle (or most advantageous) market between market participants |
· | Price is not adjusted for transaction costs |
· | Measurement maximises the use of relevant observable inputs and minimises the use of unobservable inputs |
· | The three-level fair value hierarchy is extended to all fair value measurements |
C$‘000s | 2011 | 2010 |
Cash | 9,210 | 1,067 |
Bank overdraft | (430) | (747) |
Accounts Receivable Receivable | 3,474 | 2,302 |
Accounts payable | (3,413) | (3,474) |
15. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A | Directors and Senior Management |
Caledonia Mining Corporation
Audit | Compensation | Governance | Nominating | Disclosure |
R W Babensee | R W Babensee | S E Hayden | S E Hayden | S E Hayden |
F C Harvey | C Jonsson | C Jonsson | C Jonsson | C Jonsson |
J Johnstone | S R Curtis |
Employee Location etc. | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||
Total Employees | ||||||||||||||||||||
South Africa (African Office) | 7 | 9 | 8 | 10 | 10 | |||||||||||||||
Zimbabwe | 700 | 500 | 750 | 794 | 856 | |||||||||||||||
South Africa (Mine Security and Operations and Exploration) | 1 | - | 2 | 1 | 1 | |||||||||||||||
Zambia (Head Office and Security) | 8 | 8 | 8 | 8 | 8 | |||||||||||||||
Total Employees at all Locations | 715 | 517 | 768 | 813 | 875 |
Management and Administration: | ||||||||||||||||||||
Employee Locations: | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||
Canada | - | - | - | - | - | |||||||||||||||
Zimbabwe | 4 | 4 | 9 | 30 | 30 | |||||||||||||||
South Africa (African Office) | 6 | 7 | 7 | 7 | 7 | |||||||||||||||
South Africa (Exploration and Operations) | 1 | 1 | 2 | 2 | 2 | |||||||||||||||
Zambia (Head Office and Security) | 4 | 4 | 4 | 4 | 4 | |||||||||||||||
Total Management and Administration | 15 | 15 | 22 | 43 | 43 |
Caledonia Mining Corporation
Stefan Hayden | - | 4,380,000 | ||||||
F. Christopher Harvey | - | 1,204,300 | ||||||
Carl R. Jonsson | - | 559,469 | ||||||
TOTAL | - | 6,143,769 |
(b) | Share purchase options outstanding as of April 30, 2012: |
Name | Exercise Price C$ | Expiry Date | Number of Options |
FC Harvey | 0.07 | 18 March, 2013 | 400,000 |
FC Harvey | 0.13 | 31, January, 2016 | 1,600,000 |
SE Hayden | 0.07 | 18 March, 2013 | 6,000,000 |
SE Hayden | 0.13 | 31, January, 2016 | 3,000,000 |
J Johnstone | 0.07 | 18 March, 2013 | 400,000 |
J Johnstone | 0.13 | 31, January, 2016 | 1,600,000 |
C Jonsson | 0.07 | 18 March, 2013 | 1,000,000 |
C Jonsson | 0.13 | 31, January, 2016 | 1,600,000 |
A Lawson | 0.07 | 29 April, 2014 | 60,000 |
A Lawson | 0.07 | 18 March, 2013 | 75,000 |
A Lawson | 0.13 | 31, January, 2016 | 75,000 |
T Pearton | 0.07 | 29 April ,2014 | 150,000 |
T Pearton | 0.07 | 18 March, 2013 | 400,000 |
T Pearton | 0.13 | 31, January, 2016 | 250,000 |
SR Curtis | 0.07 | 11 May, 2016 | 300,000 |
SR Curtis | 0.07 | 31 May, 2012 | 400,000 |
SR Curtis | 0.07 | 18 March, 2013 | 2,300,000 |
SR Curtis | 0.13 | 31, January, 2016 | 2,500,000 |
Caledonia Holdings Africa(1) | 0.07 | 31 May, 2012 | 900,000 |
Caledonia Holdings Africa(1) | 0.07 | 18 March, 2013 | 600,000 |
Caledonia Holdings Africa(1) | 0.13 | 31, January, 2016 | 2,075,000 |
R Babensee | 0.07 | 23 March, 2014 | 500,000 |
R Babensee | 0.13 | 31, January, 2016 | 1,750,000 |
Dr P Maduna | 0.07 | 18 March, 2013 | 300,000 |
Dr P Maduna | 0.13 | 31, January, 2016 | 100,000 |
M Kater | 0.07 | 18 March, 2013 | 75,000 |
M Kater | 0.13 | 31, January, 2016 | 75,000 |
M Learmonth | 0.07 | 1 July, 2013 | 1,000,000 |
M Learmonth | 0.13 | 31, January, 2016 | 1,500,000 |
A Pearton | 0.07 | 18 March, 2013 | 100,000 |
A Pearton | 0.13 | 31, January, 2016 | 75,000 |
Edmund Merringer | 0.07 | 18 March, 2013 | 70,000 |
J Liswaniso | 0.07 | 18 March, 2013 | 100,000 |
J Liswaniso | 0.13 | 31, January, 2016 | 100,000 |
A Tang | 0.07 | 18 March, 2013 | 250,000 |
S Smith | 0.13 | 31, January, 2016 | 60,000 |
P Human | 0.13 | 31, January, 2016 | 100,000 |
TOTAL | 31,840,000 |
16. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
To the best of Caledonia's knowledge, as of December 31, 2011 there are two known shareholders that beneficially own, directly or indirectly, or exercises control or direction over more than 5% of the voting shares of Caledonia – being Epicure Overseas SA of Panama, which is believed to control 29,470,667 (5.82%) shares of the Company and Pinetree Resource Partnership which is believed to control 50,593,000 (10.0%) shares of the Company |
Geographic Area | Number of Shares Held | Percentage of Issued Shares |
Canada | 396,602,902 | 79.35 |
USA | 93,343,931 | 18.51 |
Other | 10,602,470 | 2.14 |
The foregoing information in this paragraph 15 is based exclusively on information with respect to recorded shareholders in the Company’s shareholders register. The Company does not have actual information available as to who may be the beneficial owners of the Company’s issued shares and, specifically, does not know who are the beneficial owners of the shares registered in two large intermediaries. |
B | Related party transactions |
During 2011 the Company made payments pursuant to what are designated as related party transactions. Details are provided in Note 26 to the 2011 Annual Financial Statements attached as Exhibit 14.a |
There were no loans outstanding as at December 31, 2011 to any Company directors, officers or employees. |
17. | FINANCIAL INFORMATION |
A | Consolidated Statements and Other Financial Information |
18. | LISTINGS |
(a) | 5 Year Market Trading Record - for the following calendar years: |
Stock Exchange | 2007 | 2008 | 2009 | 2010 | 2011 | |||||||||||||||
TORONTO ($Cdn.) | ||||||||||||||||||||
High | 0.23 | 0.20 | 0.095 | 0.17 | 0.145 | |||||||||||||||
Low | 0.09 | 0.03 | 0.05 | 0.055 | 0.065 | |||||||||||||||
Volume (1000s) | 105,226 | 119,534 | 99,885 | 77,420 | 37,313 | |||||||||||||||
NASDAQ/OTCQX(US$) | ||||||||||||||||||||
High | 0.20 | 0.205 | 0.084 | 0.16 | 0.158 | |||||||||||||||
Low | 0.07 | 0.03 | 0.045 | 0.052 | 0.063 | |||||||||||||||
Volume (1000s) | 187,988 | 170,944 | 79,107 | 59,282 | 54,098 | |||||||||||||||
LONDON | ||||||||||||||||||||
(UK pence) | ||||||||||||||||||||
High | 9.0 | p | 10.0 | p | 6.2 | p | 9.5 | p | 9.9 | p | ||||||||||
Low | 4.09 | p | 2.5 | p | 2.5 | p | 3.5 | p | 4.5 | p | ||||||||||
Volume (1000s) | 8,530 | 2,099 | 1,031 | 1,068 | 6,579 |
(b) | 2 Year Market Trading Record by Quarter for the last 8 quarters – ending March 31, 2012 |
Stock Exchange | London AIM | TSE | NASDAQ | |||||||||||||||||||||
Share Price | High | Low | High | Low | High | Low | ||||||||||||||||||
2010 - 2nd Qtr | 4.8 | p | 4.1 | p | $ | 0.07 | $ | 0.06 | $ | 0.075 | $ | 0.053 | ||||||||||||
2010 - 3rd Qtr | 4.8 | p | 3.5 | p | $ | 0.07 | $ | 0.055 | $ | 0.07 | $ | 0.052 | ||||||||||||
2010 - 4th Qtr | 9.5 | p | 4.8 | p | $ | 0.17 | $ | 0.07 | $ | 0.16 | $ | 0.07 | ||||||||||||
2011 - 1st Qtr | 9.99 | p | 7.1 | p | $ | 0.145 | $ | 0.115 | $ | 0.158 | $ | 0.124 | ||||||||||||
2011 – 2nd Qtr | 8.75 | p | 6.0 | p | $ | 0.14 | $ | 0.09 | $ | 0.151 | $ | 0.101 | ||||||||||||
2011 – 3rd Qtr | 6.75 | p | 5.5 | p | $ | 0.11 | $ | 0.07 | $ | 0.118 | $ | 0.072 | ||||||||||||
2011 – 4th Qtr | 7.75 | p | 4.75 | p | $ | 0.13 | $ | 0.06 | $ | 0.121 | $ | 0.063 | ||||||||||||
2012 – 1st Qtr | 8.75 | p | 5.88 | p | $ | 0.13 | $ | 0.08 | $ | 0.125 | $ | 0.084 |
(c) | 6 Month Market Trading Record by Month – October 2011 to March 2012 |
Stock Exchange | London AIM | TSE | NASDAQ/OTCQX(1) | |||||||||||||||||||||
Share Price | High | Low | High | Low | High | Low | ||||||||||||||||||
October 2011 | 6.6 | p | 5.5 | p | $ | 0.09 | $ | 0.07 | $ | 0.089 | $ | 0.063 | ||||||||||||
November 2011 | 8.0 | p | 5.3 | p | $ | 0.13 | $ | 0.08 | $ | 0.1209 | $ | 0.088 | ||||||||||||
December 2011 | 7.0 | p | 6.0 | p | $ | 0.115 | $ | 0.08 | $ | 0.114 | $ | 0.084 | ||||||||||||
January 2012 | 8.8 | p | 5.5 | p | $ | 0.13 | $ | 0.08 | $ | 0.125 | $ | 0.084 | ||||||||||||
February 2012 | 8.3 | p | 6.3 | p | $ | 0.14 | $ | 0.11 | $ | 0.125 | $ | 0.11 | ||||||||||||
March 2012 | 7.9 | p | 5.9 | p | $ | 0.11 | $ | 0.08 | $ | 0.12 | $ | 0.09 |
(1) | The figures shown are a combination of the trading figures in the U.S. on NASDAQ – and on the OTCQX on which the Company’s shares commenced trading on October 10, 2011. |
19. | ADDITIONAL INFORMATION |
A | Memorandum and Articles |
B | Material contracts |
C | Exchange controls |
D | Taxation |
E | Documents on display |
F | Subsidiary information |
20 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
21 | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Caledonia has no outstanding – nor is it registering any – securities other than its common shares. |
22 | DEFAULTS, DIVIDEND ARREARAGES and DELINQUENCIES |
23 | MATERIAL MODIFICATIONS to the RIGHTS of SECURITY HOLDERS and USE OF PROCEEDS |
There has been no material modification to the rights of Caledonia's or subsidiaries security holders. |
(a) | Caledonia’s Board of Directors has determined that the three members of its Audit Committee are all financially literate and one of the members can be considered to be an expert. |
(b) | The financial expert serving on the audit committee is Mr. Robert W. Babensee. Mr. Babensee, and Messrs. F.C Harvey and J. Johnstone are all independent directors under the NASDAQ rules. |
(a) | On April 8, 2004 the registrant’s Board of Directors adopted a code of ethics that applies to the registrant’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions. |
(b) | The registrant has filed a copy of this code of ethics that applies to the registrant’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller, or persons performing similar functions. The code of ethics was filed as Exhibit 1 to the 2003 Form 20F Annual Report and is incorporated herein by reference. It has not been amended. |
(c) | The text of this code of ethics has been posted on the Company website at http://www.caledoniamining.com |
(a) | The fees charged or estimated for the past two fiscal years for auditing and the other services by the Company’s auditors have been: |
2011 $-Cdn. | 2010 $-Cdn. | |||||||
Audit fees | 261,540 | 181,772 | ||||||
Audit – related fees | 62,000 | 17,800 | ||||||
Tax fees | - | - | ||||||
All other fees | - | - | ||||||
TOTAL | 323,540 | 199,572 |
(b) | 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. |
27. | FINANCIAL STATEMENTS |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company, and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the company’s internal control over financial reporting; and |
5. | The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the Audit Committee of the Company’s Board of Directors (or persons performing the equivalent function); |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
b. | Any, fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company, and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the Company’s internal control over financial reporting; and |
5. | The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function); |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
b. | Any, fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
1. | The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report. |
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION |
Consolidated statements of comprehensive income and (loss) |
(In thousands of Canadian dollars except for earnings per share amounts) |
For the years ended December 31, | Note | 2011 | 2010 | |
$ | $ | |||
Revenue | 4k | 55,705 | 22,388 | |
Less: Royalty | (2,514) | (825) | ||
Production costs | 7 | (21,093) | (12,617) | |
Depreciation | (2,983) | (2,586) | ||
Gross profit | 29,115 | 6,360 | ||
Administrative expenses | 8 | (3,677) | (2,807) | |
Share-based payment expense | (1,101) | (354) | ||
Foreign exchange (loss)/gain | 303 | 359 | ||
Impairment | 12 | (3,884) | - | |
Other (expenses)/income | 9 | - | (1,064) | |
Results from operating activities | 20,756 | 2,494 | ||
Finance income | 10 | 55 | 270 | |
Finance cost | 10 | (217) | (267) | |
Net finance (costs)/income | (162) | 3 | ||
Profit before income tax | 20,594 | 2,497 | ||
Income tax expense | 11 | (8,464) | (1,042) | |
Profit for the year | 12,130 | 1,455 | ||
Other comprehensive (loss)/income | ||||
Revaluation of investments to fair value | - | (45) | ||
Foreign currency translation differences for foreign operations | 265 | (1,404) | ||
Other comprehensive income for the year, net of income tax | 265 | (1,449) | ||
Total comprehensive income for the year | 12,395 | 6 | ||
Earnings per share | ||||
Basic earnings per share | 18 | 0.024 | 0.003 | |
Diluted earnings per share | 0.024 | 0.003 |
Consolidated statements of financial position | |||||
(In thousands of Canadian dollars) | |||||
December 31, | December 31, | January 1, | |||
As at | Note | 2011 | 2010 | 2010 | |
$ | $ | $ | |||
Assets | |||||
Property, plant and equipment | 12 | 33,918 | 31,978 | 28,219 | |
Other investments | 13 | 5 | 5 | 59 | |
Trade and other receivables | 15 | - | - | 810 | |
Deferred tax asset | 11 | 325 | - | - | |
Total non-current assets | 34,248 | 31,983 | 29,088 | ||
Inventories | 14 | 4,482 | 2,624 | 2,587 | |
Prepayments | 334 | 93 | 130 | ||
Trade and other receivables | 15 | 3,652 | 2,314 | 1,552 | |
Cash and cash equivalents | 16 | 9,686 | 1,145 | 1,622 | |
Total current assets | 18,154 | 6,176 | 5,891 | ||
Total assets | 52,402 | 38,159 | 34,979 | ||
Equity and liabilities | |||||
Share capital | 17 | 196,163 | 196,125 | 196,125 | |
Contributed surplus | 3,407 | 2,306 | 1,952 | ||
Accumulated other comprehensive income/(loss) | (1,134) | (1,399) | 50 | ||
Accumulated deficit | (158,422) | (170,552) | (172,007) | ||
Total equity | 40,014 | 26,480 | 26,120 | ||
Liabilities | |||||
Provisions | 21 | 1,785 | 1,899 | 1,789 | |
Deferred tax liability | 11 | 6,037 | 5,151 | 4,313 | |
Total non-current liabilities | 7,822 | 7,050 | 6,102 | ||
Trade and other payables | 22 | 3,841 | 3,882 | 2,169 | |
Income taxes payable | 295 | - | - | ||
Bank overdraft | 16 | 430 | 747 | 588 | |
Total current liabilities | 4,566 | 4,629 | 2,757 | ||
Total Liabilities | 12,388 | 11,679 | 8,859 | ||
Total equity and liabilities | 52,402 | 38,159 | 34,979 |
Note | Share capital | Investment Revaluation Reserve | Translation reserve | Contributed surplus | Accumulated deficit | Total | ||
$ | $ | $ | $ | $ | $ | |||
Balance at January 1, 2010 | 30 | 196,125 | 50 | - | 1,952 | (172,007) | 26,1201 | |
Comprehensive income/(loss) for the year | (45) | (1,404) | 1,455 | 6 | ||||
Share-based compensation expense | 20 | 354 | 354 | |||||
Balance at December 31, 2010 | 196,125 | 5 | (1,404) | 2,306 | (170,552) | 26,480 | ||
Comprehensive income for the year | 265 | 12,130 | 12,395 | |||||
Shares issued | 38 | 38 | ||||||
Share-based compensation expense | 20 | 1,101 | 1,101 | |||||
Balance at December 31, 2011 | 196,163 | 5 | (1,139) | 3,407 | (158,422) | 40,014 |
Consolidated statements of cash flows | ||||
(In thousands of Canadian dollars) | ||||
For the years ended December 31, | Note | 2011 | 2010 | |
$ | $ | |||
Cash flows from operating activities | ||||
Profit for the year | 12,130 | 1,455 | ||
Tax paid | (8,005) | (1) | ||
Adjustments to reconcile net cash from operations | 23 | 16,648 | 4,210 | |
Interest paid | (162) | (3) | ||
Changes in non-cash working capital | 23 | (3,183) | 950 | |
Cash flows provided from continuing operations | 17,428 | 6,611 | ||
Cash flows from investing activities | ||||
Property, plant and equipment additions | (8,528) | (7,304) | ||
Proceeds on sale of investment | - | 51 | ||
Net cash used in investing activities | (8,528) | (7,253) | ||
Cash flows from financing activities | ||||
Bank overdraft increase (decrease) | (317) | 159 | ||
Proceeds from the issue of share capital | 17 | 38 | - | |
Net cash from (used in) financing activities | (279) | 159 | ||
Net increase/(decrease) in cash and cash equivalents | 8,621 | (483) | ||
Cash and cash equivalents at beginning of year | 1,145 | 1,622 | ||
Effect of exchange rate fluctuations on cash held | (80) | 6 | ||
Cash and cash equivalents at year end | 16 | 9,686 | 1,145 |
· | available for sale financial assets are measured at fair value |
(i) Functional currencies
(ii) Foreign currency translation
· | buildings 10 to 15 years |
· | plant and equipment 10 years |
· | fixtures and fittings 5 to 10 years |
· | computer equipment 4 to 5 years |
· | motor vehicles 4 years |
(i) Financial assets (including receivables)
If, in a subsequent period, the fair value of an impaired available-for-sale debt security or receivable increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income.
E&E assets are only assessed for impairment when facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount and upon transfer to development assets (therefore there is no requirement to assess for indication at each reporting date until the entity has sufficient information to reach a conclusion about the commercial viability and technical feasibility of extraction). Indicators of impairment include the following:
· | The entity's right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed |
· | Substantive expenditure on further E&E activities in the specific area is neither budgeted nor planned |
· | The entity has not discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided to discontinue such activities in the specific area |
· | Even if development is likely to proceed, the entity has sufficient data indicating that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale |
(ii) Share-based payment transactions
(iii) Short term employee benefits
(o) Standards, amendments and interpretations not yet adopted
Standard/Interpretation | Effective date | |||
IFRS 7 amendment | Disclosures – Transfers of Financial Assets | Annual periods beginning on or after July 1, 2011 | ||
IFRS 9 | Financial Instruments | Annual periods beginning on or after January 1, 2015 | ||
IFRS 10 | Consolidated Financial Statements | Annual periods beginning on or after January 1, 2013 | ||
IFRS 11 | Joint Arrangements | Annual periods beginning on or after January 1, 2013. | ||
IFRS 12 | Disclosure of Interests in Other Entities | Annual periods beginning on or after January 1, 2013 | ||
IFRS 13 | Fair Value Measurement | Annual periods beginning on or after January 1, 2013 | ||
IAS 1 amendment | Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income | Annual periods beginning on or after July 1, 2012 |
Not derecognised in their entirety and |
Derecognised in their entirety but for which Caledonia Mining retains continuing involvement. |
fair value changes for financial liabilities (other than financial guarantees and loan commitments) designated at fair value through profit or loss that are attributable to the changes in the credit risk of the liability will be presented in other comprehensive income (OCI). The remaining amount of the fair value change is recognised in profit or loss. However, if this requirement creates or enlarges an accounting mismatch in profit or loss, then the whole fair value change is presented in profit or loss. The determination as to whether such presentation would create or enlarge an accounting mismatch is made on initial recognition and is not subsequently reassessed. |
Under IFRS 9 (2010) derivative liabilities that are linked to and must be settled by delivery of an unquoted equity instrument whose fair value cannot be reliably measured, are measured at fair value. |
Identify how decisions about the relevant activities are made, |
Assess whether the entity has power over the relevant activities by considering only the entity’s substantive rights, |
Assess whether the entity is exposed to variability in returns, and |
Assess whether the entity is able to use its power over the investee to affect returns for its own benefit |
The nature of, and risks associated with, an entity’s interests in other entities, and |
The effects of those interests on the entity’s financial position, financial performance and cash flows. |
Fair value is an exit price |
Measurement considers characteristics of the asset or liability and not entity-specific characteristics |
Measurement assumes a transaction in the entity’s principle (or most advantageous) market between market participants |
Price is not adjusted for transaction costs |
Measurement maximises the use of relevant observable inputs and minimises the use of unobservable inputs |
The three-level fair value hierarchy is extended to all fair value measurements |
· | Currency risk |
· | Interest rate risk |
· | Credit risk |
· | Liquidity risk |
· | Commodity price risk |
2011 | 2010 | ||
$ | $ | ||
Cash | 9,210 | 1,054 | |
Bank overdraft | (430) | (747) | |
Trade receivables | 3,474 | 2,302 | |
Trade payables | (3,413) | (3,474) |
2011 | 2010 | ||
$ | $ | ||
Wages | 6,197 | 4,909 | |
Consumable materials | 12,117 | 5,969 | |
Site restoration | 50 | 44 | |
Exploration | 21 | 34 | |
Safety | 290 | 145 | |
Administration | 2,418 | 1,516 | |
21,093 | 12,617 |
2011 | 2010 | ||
$ | $ | ||
Investor relations | 196 | 145 | |
Indigenisation of Blanket | 326 | - | |
Management contract fee | 779 | 689 | |
Audit fee | 298 | 244 | |
Legal fee | 103 | 106 | |
Accounting services fee | 41 | 27 | |
Listing fees | 270 | 69 | |
Directors fees | 145 | 168 | |
Salaries and wages | 1,368 | 1,237 | |
Other | 151 | 122 | |
3,677 | 2,807 |
2011 | 2010 | ||
$ | $ | ||
Impairment loss on trade receivables | - | 1,064 | |
- | 1,064 |
Recognised in profit or loss | |||
2011 | 2010 | ||
$ | $ | ||
Finance income | 55 | 270 | |
Interest expense on financial liabilities measured at amortised cost | (217) | (267) | |
Net finance costs recognised in profit or loss | (162) | 3 |
2011 | 2010 | ||||
$ | $ | ||||
Current tax expense | |||||
Current period | 8,005 | 1 | |||
Deferred tax expense | |||||
Origination and reversal of temporary differences | 785 | 1,041 | |||
Change in previously unrecognised deductible temporary differences | (120) | - | |||
Recognition of previously unrecognised tax losses | (206) | - | |||
459 | 1,041 | ||||
Total income tax expense | 8,464 | 1,042 |
2011 | 2011 | 2010 | 2010 | |
% | $ | % | $ | |
Profit for the period | 12,130 | 1,455 | ||
Total income tax expense | 8,464 | 1,042 | ||
Profit excluding income tax | 20,594 | 2,497 | ||
Income tax using Company's domestic tax rate | 28.25% | 5,818 | 31% | 774 |
Tax rate difference | (1,476) | (214) | ||
Foreign currency difference | 1,075 | (185) | ||
Withholding taxes | 2,589 | - | ||
Permanent differences | 613 | 219 | ||
Losses expired | - | 5,467 | ||
Change in unrecognized temporary differences | (155) | (5,019) | ||
Income tax expense | 8,464 | 1,042 |
2011 | 2010 | ||
$ | $ | ||
Deductible temporary differences | 3,427 | 3,399 | |
Tax loss carry - forward | 9,826 | 10,115 | |
13,253 | 13,514 |
Year | Amount |
2031 | 2,134 |
2030 | 1,617 |
2029 | 1,661 |
2028 | 2,260 |
2027 | 3,054 |
2026 | 2,780 |
2015 | 1,863 |
2014 | 1,583 |
No expiry | 20,694 |
37,646 |
Assets | Liabilities | Net | ||||
2011 | 2010 | 2011 | 2010 | 2011 | 2010 | |
$ | $ | $ | $ | $ | $ | |
Property, plant and equipment | - | - | (6,466) | (5,595) | (6,466) | (5,595) |
Unrealised foreign exchange | 119 | - | - | 9 | 119 | 9 |
Inventories | - | - | 59 | 40 | 59 | 40 |
Provisions | - | - | 373 | 384 | 373 | 384 |
Other items | (3) | - | (3) | - | ||
Tax loss carry-forwards | 206 | - | - | 11 | 206 | 11 |
Tax (assets) liabilities | 325 | - | (6,037) | (5,151) | (5,712) | (5,151) |
Balance January 1 | Recognised in profit and loss | Recognised in other comprehensive income | Balance December 31 | |
$ | $ | $ | $ | |
2011 | ||||
Property, plant and equipment | (5,595) | (759) | (112) | (6,466) |
Unrealised foreign exchange | 9 | 110 | - | 119 |
Inventories | 40 | 18 | 1 | 59 |
Provisions | 384 | (19) | 8 | 373 |
Other items | - | (3) | - | (3) |
Tax loss carry-forwards | 11 | 194 | 1 | 206 |
(5,151) | (459) | (102) | (5,712) | |
2010 | ||||
Property, plant and equipment | (4,735) | (1,083) | 223 | (5,595) |
Unrealised foreign exchange | - | 9 | 9 | |
Inventories | 33 | 9 | (2) | 40 |
Provisions | 366 | 35 | (17) | 384 |
Tax loss carry-forwards | 23 | (11) | (1) | 11 |
(4,313) | (1,041) | 203 | (5,151) |
Land and buildings | Mineral properties being depleted | Mineral properties not being depleted | Plant and equipment | Fixtures and fittings | Motor vehicles | Total | ||
$ | $ | $ | $ | $ | $ | $ | ||
Cost | ||||||||
Balance at January 1, 2010 | 4,161 | 6,950 | 8,085 | 11,851 | 1,054 | 724 | 32,825 | |
Additions | 112 | 2,376 | 631 | 4,073 | 38 | 74 | 7,304 | |
Disposals | - | - | - | - | - | - | - | |
Foreign exchange movement | (127) | (326) | (180) | (381) | (9) | (28) | (1,051) | |
Balance at December 31, 2010 | 4,146 | 9,000 | 8,536 | 15,543 | 1,083 | 770 | 39,078 | |
Balance at January 1, 2011 | 4,146 | 9,000 | 8,536 | 15,543 | 1,083 | 770 | 39,078 | |
Additions | 93 | 757 | 2,726 | 4,485 | 91 | 376 | 8,528 | |
Disposals | - | - | - | - | - | (4) | (4) | |
Impairment (1) | - | - | (3,884) | - | - | - | (3,884) | |
Foreign exchange movement | (39) | 177 | 65 | (30) | (22) | 13 | 164 | |
Balance at December 31, 2011 | 4,200 | 9,934 | 7,443 | 19,998 | 1,152 | 1,155 | 43,882 | |
Land and buildings | Mineral properties being depleted | Mineral properties not being depleted | Plant and equipment | Fixtures and fittings | Motor vehicles | Total | ||
Depreciation and Impairment losses | ||||||||
Balance at January 1, 2010 | 237 | 412 | - | 2,787 | 824 | 346 | 4,606 | |
Depreciation for the year | 250 | 453 | - | 1,734 | 40 | 109 | 2,586 | |
Foreign exchange movement | (18) | (33) | (22) | (3) | (16) | (92) | ||
Balance at December 31, 2010 | 469 | 832 | - | 4,499 | 861 | 439 | 7,100 | |
Balance at January 1, 2011 | 469 | 832 | - | 4,499 | 861 | 439 | 7,100 | |
Depreciation for the year | 250 | 659 | - | 1,833 | 87 | 154 | 2,983 | |
Disposals | - | - | - | - | - | (4) | (4) | |
Foreign exchange movement | 18 | 37 | - | (154) | (25) | 9 | (115) | |
Balance at December 31, 2011 | 737 | 1,528 | - | 6,178 | 923 | 598 | 9,964 | |
Carrying amounts | ||||||||
At January 1, 2010 | 3,924 | 6,538 | 8,085 | 9,064 | 230 | 378 | 28,219 | |
At December 31, 2010 | 3,677 | 8,168 | 8,536 | 11,044 | 222 | 331 | 31,978 | |
At December 31, 2011 | 3,463 | 8,406 | 7,443 | 13,820 | 229 | 557 | 33,918 |
December 31, 2011 | December 31, 2010 | January 1, 2010 | |||
$ | $ | $ | |||
Current investments | |||||
Available for sale financial assets | 5 | 5 | 59 |
December 31, 2011 | December 31, 2010 | January 1, 2010 | |
$ | $ | $ | |
Consumable stores | 3,899 | 2,041 | 2,089 |
Gold in progress | 583 | 583 | 498 |
4,482 | 2,624 | 2,587 |
December 31, 2011 | December 31, 2010 | January 1, 2010 | |
$ | $ | $ | |
Bullion sales receivable | 2,278 | 893 | 691 |
VAT receivable | 694 | 902 | 749 |
Deposits for stores and equipment | 680 | 519 | 112 |
Current portion | 3,652 | 2,314 | 1,552 |
Non-current portion | - | - | 810 |
Total trade and other receivables | 3,652 | 2,314 | 2,362 |
December 31, 2011 | December 31, 2010 | January 1, 2010 | |
$ | $ | $ | |
Bank balances | 9,686 | 1,145 | 1,622 |
Cash and cash equivalents | 9,686 | 1,145 | 1,622 |
Bank overdrafts used for cash management purposes | (430) | (747) | (588) |
Cash and cash equivalents in the statement of cash flows | 9,256 | 398 | 1,034 |
Authorised | |||
Unlimited number of common shares of CAD of no par value | |||
Unlimited number of preference shares of CAD of no par value. | |||
Issued | Number of common shares | Amount | |
January 1, 2010 | 500,169,280 | 196,125 | |
Issued during the year | - | - | |
December 31, 2010 | 500,169,280 | 196,125 | |
Issued during the year | 380,000 | 38 | |
December 31, 2011 | 500,549,280 | 196,163 |
(In number of shares) | Note | 2011 | 2010 | ||
Issued common shares at January 1 | 17 | 500,169,280 | 500,169,280 | ||
Issues during the year on May 27 | 226,959 | - | |||
Weighted average number of common shares at December 31 | 500,396,239 | 500,169,280 |
(In number of shares) | 2011 | 2010 | |
Weighted average number of common shares (basic) at December 31 | 500,396,239 | 500,169,280 | |
Effect of dilutive options | 9,483,636 | - | |
Weighted average number of common shares (diluted) at December 31 | 509,879,875 | 500,169,280 |
Number of Options | Exercise Price | Expiry Date |
$ | ||
9,450,000 | 0.07 | April 24, 2012 |
1,300,000 | 0.07 | May 31, 2012 |
13,320,000 | 0.07 | March 18,2013 |
1,000,000 | 0.07 | July 1, 2013 |
210,000 | 0.07 | April 29, 2014 |
500,000 | 0.07 | Mar 23, 2014 |
16,460,000 | 0.13 | Jan 31, 2016 |
300,000 | 0.07 | May 11, 2016 |
42,540,000 | 0.093 |
Number of Options | Weighted Avg. Exercise Price | ||
$ | |||
Options outstanding at January 1, 2010 | 32,580,000 | 0.1706 | |
Granted | - | ||
Forfeited or expired | - | ||
Options outstanding and exercisable at December 31, 2010 | 32,580,000 | 0.07(1) | |
Granted | 16,460,000 | 0.13 | |
Forfeited or expired | (6,500,000) | 0.07 | |
Options outstanding and exercisable at December 31, 2011 | 42,540,000 | 0.093 |
(1) | As a result of the re-pricing of the options in 2010, the weighted average exercise price was changed to $0.07. |
2011 | 2010 | |||
$ | $ | |||
Share options modified in 2010 | - | 354 | ||
Share options granted in 2011 | 1,101 | - | ||
Total expense recognised as employee costs | 1,101 | 354 |
2011 | 2010 | ||
Fair value of share options and assumptions | |||
Risk-free interest rate | 1.1% | 1-2% | |
Expected dividend yield | Nil | Nil | |
Expected stock price volatility | 60.47% | 45-55% | |
Expected option life in years | 5 | 1.7-5.8 | |
Exercise price | 0.13 | 0.07 | |
Share price at grant date | 0.13 | 0.07 | |
Fair value at grant date | 0.067 | 0.011 | |
Expected forfeiture rate | 0% | 0% |
Site restoration | |
$ | |
Balance at January 1, 2010 | 1,789 |
Foreign currency adjustment | (48) |
Unwind of discount | 44 |
Adjustment made during the period | 114 |
Balance at December 31, 2010 | 1,899 |
Balance at January 1, 2011 | 1,899 |
Foreign currency adjustment | (47) |
Unwind of discount | 50 |
Adjustment made during the period | (117) |
Balance at December 31, 2011 | 1,785 |
Non-current | 1,785 |
Current | - |
2011 | 2010 | January 1, 2010 | ||||
$ | $ | $ | ||||
Other trade payables | 3,087 | 3,316 | 1,789 | |||
Non-trade payables and accrued expenses | 754 | 566 | 380 | |||
3,841 | 3,882 | 2,169 |
2011 | 2010 | ||
$ | $ | ||
Net finance costs (income) | 162 | 3 | |
Income tax expense | 8,464 | 1,042 | |
Profit on sale of investment | - | (43) | |
Site restoration | 67 | (158) | |
Share-based payment expense | 1,101 | 354 | |
Depreciation | 2,983 | 2,586 | |
Impairment | 3,884 | - | |
Write down of RBZ Bond and accrued interest | - | 1,064 | |
Interest accrued on RBZ bond | - | (264) | |
Foreign exchange loss | (303) | (359) | |
Other | 290 | (12) | |
16,648 | 4,210 |
2011 | 2010 | ||
Trade and other payables | (41) | 1,712 | |
Income taxes payable | 295 | - | |
Trade and other receivables | (1,338) | (762) | |
Inventories | (1,858) | (37) | |
Prepayments | (241) | 37 | |
(3,183) | 950 |
Carrying amount | 2011 | 2010 | January 1, 2010 | |||
$ | $ | $ | ||||
Available-for-sale financial assets | 5 | 5 | 59 | |||
Trade and other receivables | 3,652 | 2,314 | 2,362 | |||
Cash and cash equivalents | 9,686 | 1,145 | 1,622 | |||
13,343 | 3,464 | 4,043 |
Carrying amount | December 31, 2011 | December 31, 2010 | January 1, 2010 | ||
$ | $ | $ | |||
Canada | 8 | 11 | - | ||
Other regions | 3,644 | 2,303 | 2,362 |
December 31, 2011 | December 31, 2010 | January 1, 2010 | ||||
$ | $ | $ | ||||
Bullion sales receivable | 2,278 | 893 | 1,501 | |||
VAT receivable | 694 | 902 | 749 | |||
Deposits for stores and equipment | 680 | 519 | 112 | |||
3,652 | 2,314 | 2,362 |
Gross | Impairment | Gross | Impairment | Gross | Impairment | ||||
2011 | 2010 | January 1, 2010 | |||||||
$ | $ | $ | $ | $ | $ | ||||
Not past due | 3,652 | - | 2,314 | - | 1,552 | - | |||
Past due 0-30 days | - | - | - | - | - | - | |||
Past due 31-120 days | - | - | - | - | - | - | |||
More than one year | - | - | - | - | 3,280 | 2,470 | |||
3,652 | - | 2,314 | - | 4,832 | 2,470 |
December 31, 2011 | Carrying amount | 6 months or less | 6-12 months | 1-2 years | 2-5 years | More than 5 years |
$ | $ | $ | $ | $ | $ | |
Non-derivative financial liabilities | ||||||
Trade and other payables | 3,841 | 3,841 | - | - | - | - |
Bank overdraft | 430 | 430 | - | - | - | - |
4,271 | 4,271 | - | - | - | - | |
December 31, 2010 | ||||||
Non-derivative financial liabilities | ||||||
Trade and other payables | 3,882 | 3,882 | - | - | - | - |
Bank overdraft | 747 | 747 | - | - | - | - |
4,629 | 4,629 | - | - | - | - |
December 31, 2011 | December 31, 2010 | January 1, 2010 | ||
$ | $ | $ | ||
Trade receivables | 3,474 | 2,302 | 2,362 | |
Trade payables | (3,413) | (3,474) | (1,869) | |
Cash and cash equivalents | 9,210 | 1,067 | 1,221 | |
Bank overdraft | (430) | (747) | (588) | |
Gross statement of financial position exposure | 8,841 | (852) | 1,126 |
Average rate | Reported date spot rate | ||||
2011 | 2010 | December 31, 2011 | December 31, 2010 | January 1, 2010 | |
(In Canadian dollars) | $ | $ | $ | $ | $ |
USD 1 | 1.0236 | 1.0308 | 1.0199 | 1.0002 | 1.0494 |
Equity | Profit or loss | ||
(Effect in thousands of Canadian dollars) | $ | $ | |
December 31, 2011 | |||
USD (1 percent strengthening) | 389 | 98 | |
December 31, 2010 | |||
USD (1 percent strengthening) | 221 | 26 |
· | Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities |
· | Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) |
· | Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). |
Level 1 | Level 2 | Level 3 | Total | |
$ | $ | $ | $ | |
December 31, 2011 | ||||
Available-for-sale financial assets | 5 | - | - | 5 |
December 31, 2010 | ||||
Available-for-sale financial assets | 5 | - | - | 5 |
2011 | 2010 | ||
$ | $ | ||
Salaries and wages | 1,289 | 1,109 | |
Share-based payments | 947 | 308 | |
2,236 | 1,417 |
Transactions | Balance outstanding | |||||
Year ended Dec 31, | As at Dec 31, | As at Jan 1, | ||||
Note | 2011 | 2010 | 2011 | 2010 | 2010 | |
$ | $ | $ | $ | $ | ||
Management fees, allowances and bonus paid or accrued to a company which provides the services of the Company’s President | i | 588 | 552 | - | ||
Rent for office premises paid to a company owned by members of the President’s family | 48 | 49 | - | |||
Legal fees paid to a law firm where a Director is a partner | 97 | 58 | ||||
Fees, allowances and interest paid to the past Chairman of the Board | ii | - | 38 | - | ||
Owing to directors for unpaid salaries and directors’ fees | - | - | 155 | 172 |
Ownership interest | ||||
Country of incorporation | December 31 2011 | December 31, 2010 | January 1, 2010 | |
Significant subsidiaries | % | % | % | |
Caledonia Holdings Zimbabwe (Private) Limited | Zimbabwe | 100 | 100 | 100 |
Caledonia Mining Services Limited | Zimbabwe | 100 | 100 | 100 |
Caledonia Kadola Limited | Zambia | 100 | 100 | 100 |
Caledonia Mining (Zambia) Limited | Zambia | 100 | 100 | 100 |
Caledonia Nama Limited | Zambia | 100 | 100 | 100 |
Caledonia Western Limited | Zambia | 100 | 100 | 100 |
Eersteling Gold Mining Corporation Limited | South Africa | 100 | 100 | 100 |
Fintona Investments (Proprietary) Limited | South Africa | 100 | 100 | 100 |
Greenstone Management Services (Proprietary) Limited | South Africa | 100 | 100 | 100 |
Maid O’ Mist (Pty) Ltd | South Africa | 100 | 100 | 100 |
Mapochs Exploration (Pty) Ltd | South Africa | 100 | 100 | 100 |
Caledonia Holdings (Africa) Limited | Zimbabwe | 100 | 100 | 100 |
Blanket (Barbados) Holdings Limited | Barbados | 100 | 100 | 100 |
Blanket Mine (1983) (Private) Limited | Zimbabwe | 100 | 100 | 100 |
2011 | Corporate | Zimbabwe | South Africa | Zambia | Total |
$ | $ | $ | $ | $ | |
External Revenue | 1 | 55,704 | - | - | 55,705 |
Royalty | - | (2,514) | - | - | (2,514) |
Production costs | - | (20,489) | (604) | - | (21,093) |
Administrative and share-based payment expenses | (3,411) | (305) | (1,062) | - | (4,778) |
Depreciation | - | (2,773) | (210) | - | (2,983) |
Impairment | - | - | (3,884) | - | (3,884) |
Finance income | - | - | 55 | - | 55 |
Finance cost | - | (217) | - | - | (217) |
Foreign exchange gain/(loss) | 173 | 130 | - | - | 303 |
Segment profit before income tax | (3,237) | 29,536 | (5,705) | - | 20,594 |
- | |||||
Income tax expense | - | (8,791) | 327 | - | (8,464) |
Segment profit after income tax | (3,237) | 20,745 | (5,378) | - | 12,130 |
Geographic segment assets: | |||||
Current | 8,703 | 7,629 | 1,779 | 43 | 18,154 |
Non Current | 55 | 25,753 | 1,159 | 7,281 | 34,248 |
Expenditure on property, plant and equipment | - | 5,768 | 51 | 2,709 | 8,528 |
Geographic segment liabilities | |||||
Current | (691) | (3,535) | (333) | (7) | (4,566) |
Non-current | - | (7,502) | (320) | - | (7,822) |
2010 | Corporate | Zimbabwe | South Africa | Zambia | Total |
$ | $ | $ | $ | $ | |
External revenues | - | 22,388 | - | - | 22,388 |
Royalty | - | (825) | - | - | (825) |
Production costs | - | (12,204) | (413) | - | (12,617) |
Administrative and share-based payment expenses | (1,924) | (274) | (963) | - | (3,161) |
Depreciation | - | (2,367) | (219) | (2,586) | |
Other (expenses)/income | - | (1,064) | (1,064) | ||
Finance income | - | 269 | 1 | 270 | |
Finance expense | - | (267) | (267) | ||
Foreign exchange gain/(loss) | 8 | (539) | 890 | - | 359 |
Segment profit before income tax | (1,916) | 5,117 | (704) | - | 2,497 |
Income tax expense | - | (1,042) | (1,042) | ||
Segment profit after income tax | (1,916) | 4,075 | (704) | - | 1,455 |
Geographic segment assets: | |||||
Current | 1,070 | 4,380 | 684 | 42 | 6,176 |
Non-current | 56 | 22,388 | 5,057 | 4,482 | 31,983 |
Expenditure on property, plant and equipment | 6,706 | (11) | 609 | 7,304 | |
Geographic segment liabilities | |||||
Current | (408) | (3,244) | (970) | (7) | (4,629) |
Non-current | - | (6,688) | (362) | - | (7,050) |
2011 | 2010 | ||
$ | $ | ||
Revenues | |||
Total revenue for reportable segments | 65,036 | 30,086 | |
Elimination of inter-segment revenue | (9,331) | (7,698) | |
Consolidated revenue | 55,705 | 22,388 |
Profit or loss | |||
Total profit or loss before tax for the reportable segments | 21,685 | 6,255 | |
Elimination of inter-segment profits | 1,091 | 773 | |
Consolidated profit before income tax | 20,594 | 5,482 | |
Assets | |||
Total assets for reportable segments | 54,128 | 39,174 | |
Elimination of inter-segment profits | (1,726) | (1,015) | |
Consolidated total assets | 52,402 | 38,159 | |
Liabilities | |||
Total liabilities for reportable segments | 12,388 | 11,679 |
Reportable segment totals | Elimination of inter-segment profits | Consolidated totals | |
$ | $ | $ | |
Finance income | 55 | - | 55 |
Finance cost | (217) | - | (217) |
Expenditure on property, plant and equipment | 9,413 | 885 | 8,528 |
Depreciation | (3,157) | 174 | (2,983) |
Reportable segment totals | Elimination of inter-segment profits | Consolidated totals | |
$ | $ | $ | |
Finance income | 270 | - | 270 |
Finance cost | (267) | - | (267) |
Expenditure on property, plant and equipment | 7,801 | 497 | 7,304 |
Depreciation | (2,610) | 24 | (2,586) |
· | 16% will be sold to the National Indigenisation and Economic Empowerment Fund; |
· | 10% will be sold to a Management and Employee Trust for the benefit of the present and future managers and employees of Blanket; |
· | 15% will be sold to identified Indigenous Zimbabweans; and |
· | 10% will be donated to the Blanket Gwanda Community Trust. Blanket will also make a non-refundable donation of US$1.0 million to the Trust as soon as it has been established. |
· | The cumulative translation difference at the date of transition was not taken to accumulated deficit although the IFRS 1 exemption was adopted at transition, this has now been done in these annual financial statements. |
· | The cumulative effect of exploration activities expensed in the subsidiary accounts were not capitalised in the quarterly IFRS financial statements in accordance with the Group’s accounting policies. The exploration expenses attributable to the Rooipoort platinum property in South Africa have been fully impaired in these annual financial statements. |
(I) | Functional currency |
Note | Canadian GAAP | Effect of transition to IFRS | IFRS | |
$ | $ | $ | ||
Assets | ||||
Property, plant and equipment | B,I | 15,304 | 12,915 | 28,219 |
Other investments | 59 | - | 59 | |
Trade and other receivables | 810 | - | 810 | |
Total non-current assets | 16,173 | 12,915 | 29,088 | |
Inventories | 2,590 | (3) | 2,587 | |
Prepayments | I | 158 | (28) | 130 |
Trade and other receivables | 1,547 | 5 | 1,552 | |
Cash and cash equivalents | 1,622 | - | 1,622 | |
Total current assets | 5,917 | (26) | 5,891 | |
Total assets | 22,090 | 12,889 | 34,979 | |
Equity and liabilities | ||||
Share capital | 196,125 | - | 196,125 | |
Contributed surplus | 1,952 | - | 1,952 | |
Accumulated other comprehensive income/(loss) | F,I | (551) | 601 | 50 |
Accumulated deficit | B,D,E | (180,784) | 8,777 | (172,007) |
Total equity | 16,742 | 9,378 | 26,120 | |
Liabilities | ||||
Provisions | D,I | 1,730 | 59 | 1,789 |
Deferred tax liability | B | 859 | 3,454 | 4,313 |
Total non-current liabilities | 2,589 | 3,513 | 6,102 | |
Trade and other payables | 2,171 | (2) | 2,169 | |
Bank overdraft | 588 | - | 588 | |
Total current liabilities | 2,759 | (2) | 2,757 | |
Total Liabilities | 5,348 | 3,511 | 8,859 | |
Total equity and liabilities | 22,090 | 12,889 | 34,979 |
Reconciliation of equity | December 31, 2010 | |||
Note | Canadian GAAP | Effect of transition to IFRS | IFRS | |
$ | $ | $ | ||
Assets | ||||
Property, plant and equipment | B,I | 21,289 | 10,689 | 31,978 |
Other investments | 5 | - | 5 | |
Total non-current assets | 21, 294 | 10,689 | 31,983 | |
Inventories | 2,626 | (2) | 2,624 | |
Prepayments | I | 114 | (21) | 93 |
Trade and other receivables | 2,309 | 5 | 2,314 | |
Cash and cash equivalents | 1,145 | - | 1,145 | |
Total current assets | 6,194 | (18) | 6,176 | |
Total assets | 27,488 | 10,671 | 38,159 | |
Equity and liabilities | ||||
Share capital | 196,125 | - | 196,125 | |
Contributed surplus | 2,306 | - | 2,306 | |
Accumulated other comprehensive income/(loss) | F,I | (1,062) | (337) | (1,399) |
Accumulated deficit | B,D | (178,527) | 7,975 | (170,552) |
Total equity | 18,842 | 7,638 | 26,480 | |
Liabilities | ||||
Provisions | D,I | 1,731 | 168 | 1,899 |
Deferred tax liability | B | 2,286 | 2,865 | 5,151 |
Total non-current liabilities | 4,017 | 3,033 | 7,050 | |
Trade and other payables | 3,882 | - | 3,882 | |
Bank overdraft | 747 | - | 747 | |
Total current liabilities | 4,629 | - | 4,629 | |
Total Liabilities | 8,646 | 3,033 | 11,679 | |
Total equity and liabilities | 27,488 | 10,671 | 38,159 |
Reconciliation of comprehensive income for the year ended December 31, 2010 | ||||
Note | Canadian GAAP | Effect of | IFRS | |
(In thousands of Canadian dollars except earnings per share amounts) | $ | $ | $ | |
Continuing operations | ||||
Revenue | I | 22,401 | (13) | 22,388 |
Royalty | (825) | - | (825) | |
Production costs | I,D | (13,298) | 681 | (12,617) |
Depreciation | B,I | (566) | (2,020) | (2,586) |
Gross profit | 7,712 | (1,352) | 6,360 | |
Administrative expenses | I | (3,978) | (247) | (4,225) |
Foreign exchange (loss)/gain | I | (50) | 409 | 359 |
Results from operating activities | 3,684 | (1,190) | 2,494 | |
Finance income | 270 | - | 270 | |
Finance cost | (267) | - | (267) | |
Net finance costs | 3 | - | 3 | |
Profit before income tax | 3,687 | (1,190) | 2,497 | |
Income tax expense | B,E | (1,430) | 388 | (1,042) |
Profit for the year | 2,257 | (802) | 1,455 | |
Other comprehensive income(loss) | ||||
Reclassification adjustment of other investment | (45) | - | (45) | |
Foreign currency translation differences for foreign operations | I | (466) | (938) | (1,404) |
Other comprehensive income for the year, net of income tax | (511) | (938) | (1,449) | |
Total comprehensive income for the year | 1,746 | (1,740) | 6 |
Canadian GAAP | Effect of transition to IFRS | IFRS | |
$ | $ | $ | |
Earnings per share | |||
Basic and diluted earnings per share | 0.005 | (0.002) | 0.003 |
Directors and Management at March 29, 2012 | ||
BOARD OF DIRECTORS | OFFICERS | |
C. R. Jonsson (2) (3) (4) (5) - Chairman | C. R. Jonsson - Chairman | |
Principal of Tupper Jonsson& Yeadon | Corporate Secretary | |
Barristers & Solicitors | Principal of Tupper Jonsson& Yeadon | |
Vancouver, British Columbia, | Barristers & Solicitors | |
Canada | Vancouver, British Columbia, | |
Canada | ||
S. E. Hayden(3) (4) (5) | S. E. Hayden | |
President and Chief Executive Officer | President and Chief Executive Officer | |
Johannesburg, South Africa | Johannesburg, South Africa | |
J. Johnstone (1) | S. R. Curtis | |
Retired Mining Engineer | Vice-President Finance and Chief Financial Officer | |
Gibsons, British Columbia, Canada | Johannesburg, South Africa | |
F C. Harvey (1) | Dr. T. Pearton | |
Retired Executive | Vice-President Exploration | |
Oakville, Ontario, Canada | Johannesburg, South Africa | |
R. W. Babensee (1) (2) | J.M. Learmonth | |
Chartered Accountant - Retired | Vice-President Business Development | |
Toronto, Ontario, Canada | Johannesburg, South Africa | |
S. R. Curtis (5) | ||
Vice-President Finance and Chief Financial officer | ||
Johannesburg, South Africa | ||
BOARD COMMITTEES | ||
(1) Audit Committee | ||
(2) Compensation Committee | ||
(3) Corporate Governance Committee | ||
(4) Nominating Committee | ||
(5) Disclosure Committee |
CORPORATE DIRECTORY | SOLICITORS | |
CORPORATE OFFICES | Tupper, Jonsson & Yeadon | |
Canada - Head Office | 1710-1177 West Hastings St, Vancouver, | |
Caledonia Mining Corporation | British Columbia V6E 2L3 Canada | |
Suite 1201, 67 Yonge Street | ||
Toronto, Ontario M5E 1J8 Canada | Borden Ladner Gervais LLP | |
Tel:(1)(416) 369-9835 Fax:(1)(416) 369-0449 | Suite 4100, Scotia Plaza | |
info@caledoniamining.com | 40 King Street West | |
Toronto, Ontario M5H 3Y4 Canada | ||
South Africa – Africa Office | ||
Greenstone Management Services (Pty) Ltd.AUDITORS | AUDITORS | |
P.O. Box 834BDO Dunwoody LLP | BDO Canada LLP | |
Saxonwold 2132Chartered Accountants | Chartered Accountants | |
South AfricaSuite 3300, 200 Bay Street | Suite 3300, 200 Bay Street | |
Tel: (27)(11) 447-2499 Fax: (27)(11) 447-2554 | Royal Bank Plaza, South Tower | |
Toronto, Ontario M5J 2J8 Canada | ||
Zambia | ||
Caledonia Mining (Zambia) Limited | REGISTRAR & TRANSFER AGENT | |
P.O. Box 36604 | Equity Transfer Services Inc. | |
Lusaka, ZambiaSuite 400 200 University Ave | Suite 400 200 University Ave. | |
Tel:(260)(1) 29-1574 Fax(260)(1) 29-2154 | Toronto, Ontario M5H 4H1 Canada | |
Tel: (416) 361 0152 Fax: (416) 361 0470 | ||
BANKERS | ||
Zimbabwe | Canadian Imperial Bank of Commerce | |
Caledonia Holdings Zimbabwe (Limited) | 6266 Dixie Road | |
P.O. Box CY1277 | Mississauga, Ontario L5T 1A7 Canada | |
Causeway, Harare | ||
Zimbabwe | NOMADS AND BROKERS (AIM) | |
Tel: (263) (4) 701 152/4 Fax: (263)(4) 702 248 | Collins Stewart Europe Limited | |
88 Wood Street | ||
CAPITALIZATION at March 29, 2012 RBC Capital Markets | London EC2V 7QR | |
Authorised: Unlimited71 Queen Victoria Street | Fax: +44 20 7523 8134 | |
Shares, Warrants and Options Issued: | ||
Common Shares: 500,549,280Tel: +44 20 7653 4000 | SHARES LISTED | |
Warrants: Nil | Toronto Stock Exchange Symbol “CAL” | |
Options: 42,540,000 | NASDAQ OTC BB Symbol "CALVF" | |
London “AIM” Market Symbol “CMCL” | ||
Web Site: http://www.caledoniamining.com |
(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with the Company’s Registrar and Transfer Agent as provided above; or |
(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “proxy authorization form”) which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions, which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company. |
Name, Office Held and Municipality of Residence | Principal Occupations during past 5 years | Director Since | Number of Shares Beneficially Owned, Controlled or Directed | |||
Carl R. Jonsson,(2)(3)(4)(5) Director, Chairman & Secretary Vancouver, British Columbia, Canada | Principal of Tupper, Jonsson & Yeadon, Barristers & Solicitors. |
| 59,469 | |||
Stefan E. Hayden, (3)(4)(5) President, Chief Executive Officer & Director Johannesburg, South Africa | President and Chief Executive Officer of the Company and Director of all Caledonia’s subsidiary companies. | 1996 | Nil | |||
James Johnstone,(1) Director Gibsons, British Columbia, Canada | Retired. Formerly Chief Operating Officer of the Company and Director of various subsidiary companies until September 30, 2006. | 1997 | Nil | |||
F. Christopher Harvey, (1) Director Oakville, Ontario, Canada | Retired. Until 31 December 2005 employed as Technical Director and Secretary of the Company and Director of various subsidiary companies. | 1993 | 204,300 | |||
Robert W. Babensee (1)(2) Director Toronto, Ontario, Canada | Retired Chartered Accountant. Formerly an assurance specialist in the Canadian accounting firm of BDO Dunwoody LLP (retired December 31, 2004). Formerly the CFO of Golden China Resources Ltd. | 2008 | Nil | |||
Steven Curtis (5) VP Finance, Chief Financial Officer & Director Johannesburg, South Africa | Financial Director Avery Dennison SA (Pty) Ltd. until March 2006___. Since April 2006 VP Finance, Chief Financial Officer and Director of Caledonia | 2008 | Nil |
- | Director and Secretary, August 1987 - August 2003, of Global CT & T Telecommunications Ltd. Cease Trade Order was issued against it for failure to file and distribute financial statements - which has not been rescinded. |
- | Director and Secretary of Global Net Entertainment Corp. until July 4, 2008. Cease Trade Order was issued against it for failure to file and distribute financial statements - which was rescinded when the financial statements were filed. |
- | Director until February 4, 2005 of TelcoPlus Enterprises Ltd. Cease Trade Order was issued against it for failure to file and distribute financial statements - which was rescinded when the financial statements were filed. |
Stefan Hayden - none | Chris Harvey - none | |
Jim Johnstone - none | Steven Curtis - none | |
Carl Jonsson - Bonterra Energy Ltd. - Comet Industries Ltd. - Acrex Ventures Ltd. - Dolly Varden Resources Inc. - Geomark Exploration Ltd. - Pine Cliff Energy Ltd - Alita Resources Ltd. - Astorius Resources Ltd. | Robert W. Babensee - none | |
(c) | Shares tendered pursuant to the take-over bid may be taken up only after the expiry of not less than 60 days and then only if at such time more than 50% of the Shares held by shareholders other than the bidder, its affiliates and persons acting jointly or in concern with the bidder (“Independent Shareholders”) have been tendered to the take-over bid and not withdrawn; |
(d) | shareholders who tender their shares to the take-over bid must be permitted to withdraw their shares prior to the shares being taken up and paid for; and |
(e) | if more than 50% of the Shares held by Independent Shareholders are tendered to the take-over bid within the 60 day period, the bidder must make a public announcement of that fact and the take-over bid must remain open for deposits of Shares for an additional 10 business days from the date of such public announcement. |
(a) | the total number of options that the Company has outstanding at any one time can never be as to a number of shares which exceed 10% of the number of issued shares of the Company; |
(b) | the terms and the exercise prices of options granted will at all times be entirely within the policies and rules of the Exchange. The Board determines the exercise prices of new options granted; provided that they may not be less than the closing price of the Company’s shares on the Exchange on the last trading day prior to the granting of the options. |
(c) | options will be only granted to Company - and subsidiary Company - directors, officers, employees and service providers; |
(d) | options will only be granted which have been approved by the Compensation Committee and the Board; |
(e) | vesting of options will be determined at the discretion of the Board; |
(f) | the maximum term of an option will be 5 years from the date of the grant of the option; |
(g) | in the case of the death of an optionee the estate of the deceased optionee will be allowed to exercise the options for 1 year following the date of death; |
(h) | if an optionee’s relationship with the Company is terminated for cause, his option will cease to be exercisable as of the date of termination. If the relationship is terminated by the optionee the option will cease to be exercisable 30 days after the termination; |
(i) | options are non-assignable. |
(a) | the addition of a limit, of 10% of the outstanding common shares of the Company, on the number of shares that may be optioned or made issuable to insiders of the Company at any time, or within any one year period under all security based compensation arrangements; |
(b) | the addition of a provision which allows the Board to make any changes to the Plan without shareholder approval except in the circumstances where (1) the number of shares made issuable under the Plan are changed; (2) the exercise price of an option is reduced; (3) the term of an option is extended beyond the original expiry date; or (4) the number of options to any class or category of optionees is changed; |
(c) | the addition of a provision that allows for the expiry date of an option to be extended in the circumstances where an option would otherwise expire due to a share trading blackout period imposed by the Company; and |
(d) | an addition to allow the Company to withhold taxes on the exercise of options in accordance with new rules imposed by Canada Revenue Agency. |
(c) | each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6), for that financial year. |
Name and principal position (a) | Year (b) | Salary ($) (c) | Share- based awards ($) (d) | Option- based awards ($) (e) | Non-equity incentive plan compensation ($) (f) | Pension value ($) (g) | All other compensa-tion ($) (h) | Total compensa- tion ($) (i) | |
Annual incentive plans (f1) | Long-term incentive plans (f2) | ||||||||
Stefan Hayden(1) Chief Executive Officer | 2010 2009 2008 | 456,396 450,540 444,750 | - - - | - - - | - - - | - - 66,780 | - - - | 95,591 107,833 89,148 | 551,987 558,373 600,678 |
Steve Curtis(2) Chief Financial Officer | 2010 2009 2008 | 242,050 246,240 216,950 | - - - | - - - | - - - | - 7,779 122,000 | - - - | 22,406 - - | 264,456 254,019 338,950 |
Rupert Pardoe(3) Chairman of the Board | 2010 2009 2008 | - - - | - - - | - - - | - - - | - - - | - - - | 38,000 150,000 275,865 | 38,000 150,000 275,865 |
Mark Learmonth VP Business Development and Investor Relations | 2010 2009 | 179,458 162,601 | - | - | - | - | - | 14,937 | 194,395 162,601 |
Trevor Pearton VP Exploration | 2010 2009 | 179,458 161,141 | - | - | - | - 6,203 | - | 8,962 | 188,420 167,344 |
(1) | Mr. S. E. Hayden is employed indirectly by the Company through a management and administrative agreement with a private Company. The amounts shown are the amounts paid to the private Company. |
(2) | Mr. Curtis was appointed Chief Financial Officer on April 3, 2006 and a Director June 1, 2008 |
(3) | Rupert Pardoe resigned as a Director and Chairman December 10, 2010 |
Option-based Awards | Share-based Awards | |||||
Name (a) | Number of securities underlying unexercised options (#) (b) | Option exercise price ($) (c)(2) | Option expiration date (d) | Value of unexercised in-the-money options ($) (e)(1) | Number of shares or units of shares that have not vested (#) (f) | Market or payout value of share-based awards that have not vested ($) (g)(1) |
Stefan Hayden | 4,000,000 6,000,000 | $0.07 $0.07 | April 24, 2012 Feb. 11, 2013 | 340,000 510,000 | - - | - - |
Steve Curtis | 300,000 400,000 2,300,000 | $0.07 $0.07 $0.07 | May 11, 2016 May 31, 2012 Feb. 12, 2013 | 25,500 34,000 195,500 | - - - | - - - |
Mark Learmonth | 1,000,000 | $0.07 | Jul. 1, 2013 | 85,000 | - | - |
Trevor Pearton | 150,000 400,000 | $0.07 $0.07 | Apr. 29, 2014 Feb. 12, 2013 | 12,750 34,000 | - - | - - |
Option Repricing NEO Name (a) | Date of Repricing (b) | Securities under Options/SARs Repriced or Amended (#)(c) | Market Price of Securities at Time of Repricing or Amendment ($/Security) (d) | Exercise Price at Time of Repricing or Amendment ($/Security) (e) | New Exercise Price ($/Security) (f) | Length of Original Option Term Remaining at Date of Repricing (Days) (g) |
Stefan Hayden | Aug. 10/2010 | 4,000,000 | 0.055 | 0.235 | 0.07 | 623 |
Aug. 10/2010 | 6,000,000 | 0.055 | 0.155 | 0.07 | 951 | |
Steven Curtis | Aug. 10/2010 | 300,000 | 0.055 | 0.13 | 0.07 | 2,100 |
Aug. 10/2010 | 400,000 | 0.055 | 0.1125 | 0.07 | 659 | |
Aug. 10/2010 | 2,300,000 | 0.055 | 0.155 | 0.07 | 951 | |
Rupert Pardoe | Aug.10/2010 | 4,000,000 | 0.055 | 0.11 | 0.07 | 1,636 |
Aug. 10/2010 | 2,500,000 | 0.055 | 0.155 | 0.07 | 951 | |
Mark Learmonth | Aug. 10/2010 | 1,000,000 | 0.055 | 0.155 | 0.07 | 1,056 |
Trevor Pearton | Aug. 10/2010 | 150,000 | 0.055 | 0.26 | 0.07 | 1,358 |
Aug. 10/2010 | 400,000 | 0.055 | 0.155 | 0.07 | 951 |
(a) | In providing the compensation, and structuring it with the various elements, the Company’s objective is to reward the NEO’s generously enough that they are sufficiently happy with their remuneration that they are keen to stay in the service of the Company and motivated to provide the highest quality services possible. |
(b) | The compensation packages of the NEO’s contain various elements, as follows: |
(i) | Mr. Hayden’s compensation contains a number of elements: |
A. | His compensation is provided through an agreement with a management services contract with Epicure Overseas S.A., a private Panamanian company (“management company”), which contain requirements for the payment of the equivalent of a basic salary, an annual increase in the basic rate of pay based on increases in the annual Canadian Cost Of Living Index, and bonuses for reaching certain specified benchmarks. The benchmarks are the achievement of various defined elements of success with respect to progress in the Company’s development of its mineral properties, securing financing for the Company and achieving the completion of certain agreements that would be of particular benefit to the Company. For each benchmark achieved the management company is entitled to receive a bonus equal to 7.5% of the base remuneration paid for the year in which the benchmark is achieved. The remuneration paid to the management company for 2008 included two benchmark bonuses of $33,390 each – total $66,780. No benchmark bonuses were paid to the management company during 2010. The agreement with the management company also provides for the payment to it of a monthly amount to compensate for the personal expenses incurred by Mr. Hayden in performing his services for the Company - in lieu of having to keep records and present invoices for the detailed expenses. The monthly approved unvouchered expense allowance for 2010 in total was $98,484 (U.S.) and the amount is also increased annually by the annual increase in the South African cost of living index; |
B. | His remuneration also includes grants of share purchase options; |
C. | Indirectly Mr. Hayden receives a further element of compensation in that the Company rents its Johannesburg office facilities from a private company, the shares of which are owned by members of Mr. Hayden’s family. |
(ii) | The remuneration for Messrs. Curtis, Learmonth and Pearton consists of – a salary, discretionary bonus and share purchase options; |
(iii) | Mr. Rupert Pardoe resigned as a Director and Chairman of the Company effective December 10, 2010. Mr. Pardoe’s remuneration, being renegotiated annually, was agreed to be $38,000 for 2010. |
(c) | While the NEO’s have all been granted share purchase options they were, for most of the period until they were repriced to $0.07 per share, effective August 10, 2010, “out of the money” and had not resulted in the NEO’s receiving any benefits from the options. Messrs. Hayden and Curtis are also paid the same per annum directors’ fees (currently $20,000 per annum) that are paid to all of the Directors. |
(d) | The various elements of the compensation of the NEO’s have been chosen to make the compensation packages competitive with what is offered by other comparable companies. The actual amounts are settled by negotiations with the NEO’s from time to time. |
(e) | In settling the agreed amounts of the compensation payable to Mr. Curtis, and to Mr. Hayden’s management company, consideration was given to the fact that both of them work out of the Company’s office in Johannesburg, South Africa with minimal office support personnel – with the result that it is expected that they will, on average, work substantially longer than what might be considered normal hours for executives, and perform a wider variety of services for the Company than might otherwise be expected from people holding their positions. |
Name (a) | Directors Fees earned ($) (b) | Share- based awards ($) (c) | Option- based awards ($) (d)(1) | Non-equity incentive plan compensation ($) (e) | Pension value ($) (f) | All other compensation ($) (g) | Total ($) (h) |
James Johnstone | 20,000 | - | - | - | - | - | - |
Christopher Harvey | 20,000 | - | - | - | - | - | - |
Carl R. Jonsson | 20,000 | - | - | - | - | - | - |
Robert Babensee | 20,000 | - | - | - | - | - | - |
(a)(i) | a "Key Executive Severance Protection Plan" between Caledonia and. S.E. Hayden dating from 1996 and (ii) the indirect employment of Mr. S.E.Hayden through a management and administrative agreement. The “Severance Plan” calls for severance payments to Mr. Hayden if his employment is terminated as a result of a change of control of Caledonia; |
(b) | there are letters of appointment dated May 10, 2005 with Messrs. Harvey and Jonsson. Caledonia has also entered into Indemnification Agreements with its Directors and Senior Officers. |
(c) | a service agreement between Caledonia and Mr. Curtis dated April 1, 2008. |
1. | supervising the officers of the Company in their management of the business and affairs of the Company; |
2. | adoption of and managing the Company's strategic planning process; |
3. | identifying and managing principal risks to the Company's business; |
4. | succession planning including the appointment, training, monitoring and appraisal of senior officers of the Company; |
5. | overseeing the administration of a policy for communications by the Company with shareholders, the investment community, the media, governments and the general public; |
6. | examination, through its Audit Committee, of the effectiveness of the company’s internal control processes and management information systems. The Board consults with the VP Finance and management of the Company to ensure the integrity of these systems; |
7. | developing position descriptions and terms of reference for the Board, the President and Chief Executive Officer and the committees of the Board; and |
8. | ensuring that Directors may hire outside advisors, at the expense of the company, in appropriate circumstances. |
1. | financial statements and the related reports of management and external auditors; |
2. | accounting and financial reporting procedures and methods; |
3. | internal audit procedures and reports, and matters relating to external auditors, including the appointment and terms of engagement of external auditors and their reports relating to accounting, financial and internal audit matters. |
- | integrity, adequacy and timeliness of Caledonia’s financial reporting and disclosure practices; |
- | processes for identifying the principal financial risks of Caledonia and the control systems in place to monitor them; |
- | compliance with legal and regulatory requirements related to financial reporting; and |
- | independence and performance of Caledonia’s independent external auditors (“Auditors”). |
1. | The Committee has the authority to conduct any investigation appropriate to its responsibilities, and it may require the Auditors as well as any officer of Caledonia, or Caledonia’s outside counsel, to attend a meeting of the Committee or to meet with any Members of the Committee (“Members”), or consultants to the Committee. |
2. | The Committee shall have unrestricted access to Caledonia’s books and records. |
3. | The Committee has authority to: |
(a) | engage independent counsel and other advisors as it determines necessary to carry out its duties; |
(b) | set and pay the compensation for any advisors engaged by the Audit Committee; and |
(c) | communicate directly with the internal and external auditors. |
1. | The Committee and its Members shall meet all applicable legal, regulatory and listing requirements; |
2. | Members and the Chairperson shall be appointed by the Board and may be removed by the Board in its discretion. The Committee will be appointed annually at the first Board meeting following the annual general meeting; and in the absence of such appointment, and pending such appointment, the Committee shall continue to be comprised of its existing members; |
3. | The Committee shall be comprised of three or more directors, one of whom shall serve as the Chairperson; |
4. | Each member of the Committee shall satisfy the applicable laws and regulations, and the rules of any stock exchange or market upon which the shares of Caledonia are listed or proposed to be listed for trading (hereinafter generally called the “Stock Exchange”), and each member shall be independent as defined by the Rules and free from any relationship that, in the opinion of the Board, could reasonably be expected to interfere with the exercise of his or her independence from Management or the Auditors; |
5. | All Members shall be, or promptly after appointment shall become, financially literate as defined by the Rules. |
6. | The Committee shall meet, at the discretion of the Chairperson or a majority of the Members, as circumstances dictate or as may be required by applicable legal or listing requirements, and a majority of the Members shall constitute a quorum; |
7. | If and whenever a vacancy shall exist, the remaining Members may exercise all of its powers and responsibilities so long as a quorum remains in office; |
8. | Any matters to be determined by the Committee shall be decided by a majority of votes cast at a meeting of the Committee called for such purpose; actions of the Committee may be taken by an instrument or instruments in writing signed by all of the Members, and such actions shall be effective as though they had been decided by a majority of votes cast at a meeting of the Committee called for such purpose; in the case of a tie the Chairperson shall have a second or tie-breaking vote; |
9. | The Committee shall maintain minutes of meetings and periodically report to the Board on significant results of the Committee’s activities; |
10. | The Committee may invite such other persons to its meetings as it deems appropriate; and |
12. | The Chairperson of the Committee (“Chairperson”), or other Member so designated by the Committee may represent the Committee to the extent permitted by applicable legal and listing requirements. |
13. | The Committee shall review and assess the adequacy of this Charter annually and submit any proposed revisions to the Board for approval. |
1. | The Committee shall review Caledonia’s interim unaudited and annual audited financial statements and report thereon to the Board prior to their being filed with the appropriate regulatory authorities or published or distributed. With respect to the financial statements, the Committee shall discuss significant issues regarding accounting principles, practices, and judgments of Management with Management and the Auditors as and when the Committee deems it appropriate to do so; |
2. | The Committee shall review Management’s Discussion and Analysis relating to annual and interim financial statements, and any other public disclosure documents that are required to be reviewed by the Committee under any applicable laws prior to them being filed with the appropriate regulatory authorities or published or distributed; |
3. | The Committee shall review Management’s earnings releases relating to annual and interim financial statements prior to them being filed with the appropriate regulatory authorities or published or distributed; |
4. | The Committee shall review the post-audit or management letter containing the recommendations of the Auditors and Management’s response and subsequent follow-up to any identified weaknesses; |
5. | The Committee shall review the evaluation of internal controls by the Auditors, together with Management’s response; |
6. | The Committee shall meet no less frequently than annually separately with the Auditors and Caledonia’s Chief Financial Officer to review Caledonia’s accounting practices, internal controls and such other matters as the Committee or Chief Financial Officer deems appropriate; |
7. | The Committee shall be directly responsible for overseeing the work of the Auditors engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for Caledonia, including the resolution of disagreements between management and the Auditors regarding financial reporting; |
8. | The Committee must pre-approve all non-audit services to be provided to Caledonia or its subsidiary entities by the Auditors; |
9. | The Committee must be satisfied that adequate procedures are in place for the review of Caledonia’s public disclosure of financial information extracted or derived from Caledonia’s financial statements, other than the public disclosure referred to in sub-clauses 1, 2 and 3 of Clause IV.A above, and must periodically assess the adequacy of those procedures; |
10. | The Committee must establish procedures for: |
(a) | the receipt, retention and treatment of complaints received by Caledonia regarding accounting, internal accounting controls, or auditing matters; and |
(b) | the confidential, anonymous submission by employees of Caledonia of concerns regarding questionable accounting or auditing matters. |
1. | The Auditors are ultimately accountable to the shareholders of Caledonia. The Board has the authority to nominate the Auditors to be proposed for shareholder approval in any proxy statement. The Board will set the compensation for the Auditors - but only after the Committee has given its recommendations as to their compensation; |
4. | The Committee shall annually recommend to the Board the appointment or reappointment of the Auditors, or, as appropriate, the discharge or replacement of the Auditors when circumstances warrant; |
5. | The Committee shall be responsible for ensuring that the Auditors submit to the Committee (on a periodic basis) a formal written statement delineating all relationships between the Auditors and Caledonia. The Committee is responsible for discussing with the Auditors any disclosed relationships or services that may impact the objectivity and independence of the Auditors and for recommending that the Board take appropriate action in response to the Auditor’s report to satisfy itself of the Auditor’s independence; |
6. | The Committee shall review the Auditor’s audit plan, including scope, procedures and timing of the audit. |
1. | Conducting or authorizing investigations into any matters that the Committee believes is within the scope of its responsibilities; |
2. | Making enquiries of management and the Auditors to identify significant business, political, financial and control risks and exposures and to assess the steps management has taken to minimize such risks. |
DATED: | November 9, 2006 |
1. Board of Directors (a)Disclose the identity of directors who are independent | The Company has determined that 3 of its current 6 directors are “independent”, within the meaning of NI 58-101. The following directors are “independent”: - James Johnstone - Christopher Harvey - Robert Babensee | |
(b)Disclose the identity of directors who are not independent, and describe the basis for that determination. | Stefan Hayden, Steven Curtis and Carl R. Jonsson are not “independent” within the meaning of NI 58-101. Messrs. Hayden and Curtis are full-time paid officers and executives of the Company - and Mr. Jonsson, in his capacity as the Company’s lawyer, receives compensation for his services rendered. | |
(c)Disclose whether or not a majority of directors are independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities. | As per (a) and (b) above, 50% of the directors of the Company are “independent”, within the meaning of NI 58-101. | |
(d)If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. | The only director who acts as a director of other reporting issuers is Carl Jonsson. He is a director of the following named reporting issuers: - Bonterra Energy Ltd. - Geomark Exploration Ltd. - Comet Industries Ltd. - Acrex Ventures Ltd. - Dolly Varden Resources Inc. - Pine Cliff Energy Ltd. - Alita Resources Ltd. - Astorius Resources Ltd. |
(e) Disclose whether or not the independent directors hold regularly schedules meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent directors | The Company holds one regularly scheduled in-person Board Meeting annually - held in conjunction with the AGM - and at least five regularly scheduled telephone conference Board Meetings each year. The agendas of these meetings occasionally include the holding of a meeting “in camera” which excludes participation by Messrs. Hayden and Curtis as the Directors representing management of the Company. Open and candid discussion is encouraged at all meetings. Meetings only include meetings of the independent directors if such a meeting is requested by an independent director. In 2010 there was a total of nine meetings of the board of directors including the scheduled meetings mentioned above - and one meeting of the independent directors. | |
(f) Disclose whether or not the chair of the Board is an independent director. If the Board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead director that is independent, describe what the Board does to provide leadership for its independent directors | Mr. Rupert Pardoe was the Chairman of the Board from 2005 until he resigned December 10, 2010. He was considered “independent” within the meaning of NI 58-101. Carl Jonsson, who is also the Company’s principal Solicitor and Corporate Secretary and who is not considered independent, was appointed Chairman of the Board December 10, 2010. The Chairman of the Board has the responsibility of overseeing the efficient operation of the Board and its committees. | |
(g) Disclose the attendance record of each director for all Board meetings held since the beginning of the issuer’s most recently completed financial year. | The Company held nine Board meetings in 2010. All of the Directors attended all of the meetings except that Carl Jonsson did not attend one meeting and Rupert Pardoe, while he was a Director, did not attend two meetings. |
2. Board Mandate Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities. | The Company has a written Charter of the Board of Directors. It can be viewed on the Company’s website at www.caledoniamining.com | |
3. Position Descriptions (a) Disclose whether or not the Board has developed written position descriptions for the Chair and the Chair or each Board committee. If the Board has not developed written position descriptions for the Chair and/or the Chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position | The Board has established position descriptions for the Chairman of the Board as well as for the Chairs of each committee. The primary responsibility of the Chairs is to ensure that the Board and its committees are operating effectively and meet the objectives set in their respective charters. Committee chairs report periodically to the Board - usually in Board meetings. Chairs are expected to report in writing to the Board any matters they consider being of importance. The composition of the Committees can be found on the Company’s website at www.caledoniamining.com in the Corporate Governance section and on page 12 of the Information Circular. | |
(b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO. | The Board has not established written position descriptions for the President and Chief Executive Officer of the Company. Nevertheless they are expected to fulfill the responsibilities that normally go with those positions - which includes the following key responsibilities; set the strategic direction of the Company in conjunction with the Board and then execute the strategy; provide leadership; procure the necessary financing to enable the Company to continue its planned work programs and report on a regular basis to the Board and the Company’s shareholders. | |
4. Orientation and Continuing Education (a) Briefly describe what measures the Board takes to orient new directors regarding (i) the role of the Board, its committees and its directors, and (ii) the nature and operation of issuer’s business | The normal orientation for a new director includes meeting with the other directors and the senior management of the Company. The goal is to provide a new director with a history of the Company and provide him/her with a briefing of the key strategies and issues that the Company is currently facing. In addition, particularly if the director is new to the role of director, the orientation also includes a briefing of his/her responsibilities, regarding the legal responsibilities of being a director and an insider of the Company. The orientation includes a discussion on how the Board and its committees function including the anticipated time commitments. He/she is provided with the relevant documentation including the Company’s corporate governance documents. A new director is invited to meet the key members of management and to study the Company’s material documents and recently published materials. | |
b) Briefly describe what measures, if any, the Board takes to provide continuing education for its directors. If the Board does not provide continuing education, describe how the Board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors | The Company does not provide continuing education for its directors except if and when a director makes a request. Other directors periodically discuss the performance of the directors on an informal basis. |
5. Ethical Business Conduct (a) Disclose whether or not the Board has adopted a written code for the directors, officers and employees. If the Board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code. (b) Describe any steps the Board takes to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest. (c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct. | The Board expects directors and Company employees to behave ethically at all times and has adopted a written code of ethics policy, which includes a “whistleblower” provision. A copy of the Company’s Code of Business Conduct and Ethics, dated April 8, 2004, can be found on the Company’s website at www.caledoniamining.com in the Corporate Governance Section The Board does not formally monitor compliance with the Code. Directors maintain an informal awareness of the Code and would normally be alert to any violation of the Code. The Board does not have any formal established procedures to alert it to any violations to the Code. There were no reported incidents relating to the Company’s Code of Ethics/whistleblower policy since its adoption in 2004. Directors are required to disclose any actual or potential conflict of interest situation. As such, the director must excuse himself from any such discussions and refrain from voting on any such issues. The Chair may also request that a director excuse himself or abstain from voting on an issue if he feels that there may be a conflict. None specifically - except the general prevailing awareness by the Directors that they are expected to cause the Company to maintain ethical business conduct. |
6. Nomination of directors (a) Describe the process by which the Board identifies new candidates for Board nomination. (b) Disclose whether or not the Board has a nominating committee composed entirely of independent directors. If the Board does not have a nominating committee composed entirely of independent directors, describe what steps the Board takes to encourage an objective nomination process. (c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee. | The Company’s Nominating Committee consists of the Company’s President and CEO, Stefan Hayden and Carl Jonsson, the Company’s Chairman and Secretary. The Nominating Committee undertakes no activities except if and when the Board determines that a new Director should or must be appointed. However, all Directors recognize the value of having persons on the Board who can contribute - and all Directors therefore have an open mandate to stay alert to identifying persons who would be potentially valuable additions to the Board and to make recommendations in that regard to the Nominating Committee. The Nominating Committee is comprised entirely of non independent Directors. As to the Committee’s objectivity see sub-clause (a) above. See above | |
7. Compensation (a) Describe the process by which the Board determines the compensation for the issuer’s directors and officers (b) Disclose whether or not the Board has a compensation committee composed entirely of independent Directors. If the Board does not have a compensation committee composed entirely of independent Directors, describe what steps the Board takes to ensure an objective process for determining such compensation. | The Company has prepared the Compensation report “Corporation Discussion and Analysis” included in this Information Circular incorporating the new executive compensation disclosure requirements contained in the amendments to National Instrument 51-102 continuous disclosure obligations. The Compensation Committee is comprised of Robert Babensee (who is an “independent” Director, and Carl Jonsson who is considered to be “non-independent”. Rupert Pardoe was also a member of the Compensation Committee until December 10, 2010. In considering the annual compensation payable to Mr. Pardoe for 2010 and earlier years he excused himself from the deliberations of the Committee. With respect to all other compensation generally it is considered by the full Board which has 50% “independent” Directors. |
(c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee. | The principal responsibilities of the Compensation Committee are to review the compensation for the directors, the President and Chief Executive Officer, the Chairman, and the executive officers of the Company, and to prepare the executive compensation report for disclosure to shareholders. | |
(d) If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work. | Neither the Company nor the Compensation Committee have at any time retained the services of a compensation consultant or advisor | |
8. Other Board Committees If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function. | (i) The primary role of the Corporate Governance Committee is to develop and implement corporate governance principles and policies established by the Board and to ensure that these principles are regularly reviewed, updated and adhered to. (ii) The function of the Disclosure Committee is to maintain a current awareness of the disclosure requirements applicable to publicly traded companies and as required by the rules of the Toronto Stock Exchange and securities regulatory authorities having jurisdiction. Then the Committee and its members are expected to ensure that the disclosures by the Company are in compliance with those requirements. | |
9. Assessments Disclose whether or not the Board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual directors are performing effectively. | Neither the Board, the Committees nor individual Directors are regularly assessed with respect to their effectiveness and contribution. In the annual Board Meetings held in conjunction with the Annual General Meeting there was always discussion of the performance of the Board and the Committees and, to date, except with reference to Rupert Pardoe in late 2010, there has always been the unanimous consensus that the Board, it’s Committees and its individual Directors are performing effectively. |
1. | Purpose of this Plan |
2. | Implementation |
4. | Shares Issuable Under this Plan |
(a) | the aggregate number of shares (“Optioned Shares”) that may be issuable pursuant to options granted under this Plan will not exceed 10% of the number of issued shares of the Corporation, on an undiluted basis, at the time of the granting of options under this Plan; |
(b) | no more than 5% of the issued shares of the Corporation, calculated at the date an option is granted, may be optioned to any one Optionee (as hereinafter defined); |
(c) | no more than 2% of the issued shares of the Corporation, calculated at the date the option is granted, may be optioned to any one service provider; |
(d) | no more than 10% of the issued shares of the Corporation, calculated, on an undiluted basis, may be issued or made issuable to insiders of the Corporation at any one time or within any one year period, under this and all other security based compensation arrangements of the Corporation. |
5. | Eligibility |
6. | Terms and Conditions |
6.01 | Exercise price |
6.02 | Amendments to Plan |
(iii) | extending the term of an option beyond its original expiry date, except as otherwise permitted by the Plan; |
(iv) | of this amending section of the Plan; |
(v) | as to the number of Options which may be granted to any class or category of optionees; |
(vi) | amendments required to be approved by shareholders under applicable law. |
6.03 | Option Agreement |
6.09 | Rights of Optionees |
6.12 | Termination for Cause |
8. | No Further Rights |
SIGNED FOR IDENTIFICATION | |||
“Carl R. Jonsson” | |||
Carl Jonsson, Director and Secretary |
1. | on __________________________, ________; |
2. | __________________________ (the "Optionee"); |
3. | was granted the option to purchase ________ common shares (the "Optioned Shares") of the Company; |
4. | for the price of $ __________ per Optioned Share; |
5. | exercisable from time to time up to but not after _________________, ___________; |
CALEDONIA MINING CORPORATION | |
_____________________________ (the Optionee) | By: _____________________________ Authorized Signatory |
South Africa | - |
Zambia | 7,443,000 |
Zimbabwe | 9,934,000 |
$ | 17,377,000 |
Volume | Density | Tonnage | Co | Cu | Ni | ||||
m3 | Kg/m3 | tonnes | % | Tons | % | Tons | % | Tons | |
Indicated Resource D1 (iron oxide) | 2,627,688 | 3.5 | 9,196,906 | 0.165 | 15,170 | 0.067 | 6,160 | 0.050 | 4,600 |
Inferred | |||||||||
Resource | |||||||||
D1 (iron oxide) | 4,092,188 | 3.5 | 14,322,656 | 0.138 | 19,770 | 0.054 | 7,730 | 0.051 | 7,300 |
D2 (peripheral) | 2,747,875 | 3.5 | 9,617,563 | 0.041 | 3,940 | 0.019 | 1,830 | 0.017 | 1,630 |
Surface | |||||||||
D3 (elluvial) | 2,692,375 | 2.7 | 7,269,413 | 0.055 | 4,000 | 0.028 | 2,040 | 0.013 | 950 |
D4 (elluvial) | 6,761,563 | 2.7 | 18,256,219 | 0.035 | 6,390 | 0.017 | 3,100 | 0.013 | 2,370 |
D5 (elluvial) | 1,943,125 | 2.7 | 5,246,438 | 0.038 | 1,990 | 0.031 | 1,630 | 0.022 | 1,150 |
Inferred Subtotal | 18,237,126 | 54,712,289 | 0.066 | 36,090 | 0.030 | 16,330 | 0.024 | 13,400 |
Block | Tons | Grade (% metal) | ||
Cobalt | Copper | Nickel | ||
1 | 9,139,000 | 0.0446 | 0.1028 | 0.0133 |
2 | 11,366,000 | 0.0613 | 0.0288 | 0.0067 |
3 | 4,305,000 | 0.0490 | 0.0730 | 0.0309 |
4 | 18,846,000 | 0.0572 | 0.1463 | 0.0086 |
Totals | 43,656,000 | 0.055 | 0.099 | 0.011 |
Block | Tons | Grade (% metal) | ||
Cobalt | Copper | Nickel | ||
1 | 9,139,000 | 0.0446 | 0.1028 | 0.0133 |
2 | 11,366,000 | 0.0613 | 0.0288 | 0.0067 |
3 | 4,305,000 | 0.0490 | 0.0730 | 0.0309 |
4 | 18,846,000 | 0.0572 | 0.1463 | 0.0086 |
Totals | 43,656,000 | 0.055 | 0.099 | 0.011 |
Resource blocks in Anomaly C | At 0.02% Co cut-off | |||
Tonnes | %Co | %Cu | %Ni | |
Block C3 | 41,637,000 | 0.0505 | 0.0173 | 0.0195 |
Block C2 North | 526,000 | 0.0245 | 0.0134 | 0.0126 |
Block C2 South | 32,511,000 | 0.0350 | 0.0053 | 0.0180 |
Block C1 | 3,544,000 | 0.0261 | 0.0029 | 0.0131 |
Totals | 78,218,000 | 0.043 | 0.012 | 0.019 |
Anomaly | At 0.02% Co cut-off | |||
Tonnes | %Co | %Cu | %Ni | |
A | 43,656,000 | 0.055 | 0.099 | 0.011 |
C | 78,218,000 | 0.043 | 0.012 | 0.019 |
Total | 121,874,000 | 0.047 | 0.043 | 0.016 |
· | Underhand stoping in the narrow ore bodies |
· | Shrinkage stoping where blocky sidewalls are evident |
· | Longhole stoping in the wider ore bodies, using 15 m sub-levels. |
MINERAL RESERVES (based on a Gold Price of US$ 1100/oz) | |||
Classification | Tonnes | Grade (Au g/t) | Gold Content (oz) |
Proven Ore | |||
Total Proven Ore including Pillars* | 1,326,100 | 4.02 | 171,400 |
Probable Ore | |||
Operating and Development Areas | 2,513,700 | 3.66 | 295,800 |
Total Proven + Probable Ore | 3,839,800 | 3.78 | 467,200 |
MINERAL RESOURCES (based on a Gold Price of US$ 1100/oz) | |||
Classification | Tonnes | Grade (Au g/t) | Gold Content (oz) |
Indicated | 510,000 | 3.79 | 62,100 |
Inferred | 2,408,200 | 5.01 | ** |
Tonnages and ounces are rounded to the nearest 100 | |||
Note * Pillar tonnages are discounted by 50% Note ** In keeping with the requirements of NI 43-101, Inferred Resources are reported without estimates of metal quantities. |
· | 1.5 – 2.0% NSR. Blanket owns the claims totally. |
g) Property area – see Table 14 g (i)
Table 14 g (1) | ||||||||||||||
CLAIM BLOCK / | NUMBER OF | FEES | AREA | |||||||||||
PROPERTY NAME | CLAIM BLOCKS | CLAIM TYPE | CLAIM/BLOCK NUMBERS | EXPIRY DATE/S | (Annual) | ROYALTIES | (ha) | |||||||
Gwanda Claims | ||||||||||||||
Blanket Mine | ||||||||||||||
Valentine | 26 | Gold | GA2767-92 | 21-Mar-11 | Not applicable since these claims fall within Blanket's Mining Lease | - | 240.6 | |||||||
Oqueil | 36 | Gold | 35928-63 | 29-Jan-11 | - | 270.0 | ||||||||
Harvard | 1 | Base | 5576BM | 02-Feb-11 | - | 25.0 | ||||||||
GA512, GA547,GA247-8, GA349, | ||||||||||||||
Blanket | 11 | Gold | GA5030, 1817, 31202, 3958, | 06-Apr-11 | - | 114.0 | ||||||||
6874BM, 9627BM | ||||||||||||||
31190, 19918, 21065, GA446, | ||||||||||||||
Feudal | 6 | Gold | 10-May-11 | - | 77.0 | |||||||||
10051BM, 10358BM | ||||||||||||||
36066-117, 35753-68, 34052-67, | ||||||||||||||
Lima | 85 | Gold | 02-Apr-11 | - | 828.5 | |||||||||
10925BM | ||||||||||||||
35628-39, 34744, 34747-51, | ||||||||||||||
Sheet | 21 | Gold | 03-Apr-11 | - | 179.6 | |||||||||
34856, GA341, 9629BM | ||||||||||||||
GA281, GA513, 1978, 25610, | ||||||||||||||
Sabiwa | 12 | Gold &Base | 9628BM, 10922-23BM, 10894- | 11-Apr-11 | - | 594.0 | ||||||||
96BM, 10049-50BM | ||||||||||||||
Mbudzane Rock | 43 | Gold | 36160-202 | 21-May-11 | - | 353.9 | ||||||||
Jethro | 1 | Gold | 19923 | 30-Nov-10 | - | 9.0 | ||||||||
Smiler | 1 | Gold | 32939 | 26-Nov-10 | - | 10.0 | ||||||||
Blanket Exploration | ||||||||||||||
Penzance | 3 | Base | 11264BM,11265BM,8838BM | 07-Jan-11 | $ | 198 | 2.5% on 8838 | 99 | ||||||
Bunny's Luck | 6 | Base | 10443-48BM | 15-Jan-11 | $ | 300 | - | 150 | ||||||
Cinderella | 5 | Base | 11122-23BM,10824-26BM | 19-Jan-11 | $ | 856 | 3% NSR | 428 | ||||||
Eagle | 1 | Base | 11266BM | 21-Jan-11 | $ | 102 | - | 51 | ||||||
Spruit | 5 | Base | 10623-24BM, GA532-4BM | 24-Feb-11 | $ | 776 | - | 388 | ||||||
Shakeshake | 3 | Base | 10625-27BM | 24-Feb-11 | $ | 576 | - | 288 | ||||||
Surprise | 2 | Base | 10628-29BM | 24-Feb-11 | $ | 392 | - | 196 | ||||||
Abercorn | 2 | Base | 11269BM,10602BM | 11-Mar-11 | $ | 432 | - | 216 | ||||||
Banshee | 1 | Base | 11093BM | 23-Sep-10 | $ | 270 | 3% NSR | 135 | ||||||
Dan's Luck South | 3 | Base | GA537-38BM, 11268BM | 11-Mar-11 | $ | 270 | - | 135 | ||||||
Abercorn | 1 | Gold | 32251 | 28-Mar-11 | $ | 8 | - | 10 | ||||||
Annette | 3 | Gold | GA3258-60 | 30-Mar-11 | $ | 19 | 3% NSR | 24 | ||||||
Dan's Luck | 2 | Gold | 32776, GA3769B | 13-May-11 | $ | 14 | 2.5% NSR | 18 | ||||||
Eagle Hawk | 1 | Gold | 30544 | 08-Oct-10 | $ | 8 | 3% NSR | 10 | ||||||
GG | 7 | Gold | GA3769-75 | 05-Jun-11 | $ | 42 | - | 52.9 | ||||||
Gum | 2 | Gold | GA3060-61 | 10-Oct-10 | $ | 10 | 3% NSR | 12 | ||||||
Lincoln | 1 | Gold | 30548 | 20-Oct-10 | $ | 8 | 3% NSR | 10 | ||||||
Mascot | 3 | Gold | GA 583, 29657, 32756 | 03-May-11 | $ | 24 | 2.5% NSR | 30 | ||||||
Mazeppa | 1 | Gold | 32769 | 26-May-11 | $ | 2 | 2.5% NSR | 3 | ||||||
Rubicon | 23 | Gold | 34519-20, 34794-805, 34913-21 | 23-Jan-11 | $ | 176 | - | 220 | ||||||
Valentine | 3 | Gold | GA2994-96 | 21-Mar-11 | $ | 24 | 3% NSR | 30 | ||||||
Vulture | 2 | Gold | 5031, 8106 | 13-Jan-11 | $ | 16 | 3% NSR | 20 | ||||||
Will South | 1 | Gold | 33143 | 30-Sep-10 | $ | 4 | 2.5% NSR | 5 | ||||||
Bubi Claims | ||||||||||||||
Stu | 4 | Base | 12072-74BM, 12021BM | 07-Jan-11 | $ | 990 | - | 495 | ||||||
Chikosi | 7 | Base | 12011-17BM | 30-Jan-11 | $ | 999 | - | 499.5 | ||||||
Sandy | 2 | Base | 12018-19BM | 30-Jan-11 | $ | 600 | - | 300 | ||||||
Ruswayi | 6 | Base | 12022-27BM | 30-Jan-11 | $ | 1 088 | - | 544 | ||||||
Lonely | 5 | Base | 12028-30BM, 12075-76BM | 02-Feb-11 | $ | 1 340 | - | 670 | ||||||
Spawn | 3 | Base | 12031-33BM | 30-Jan-11 | $ | 622 | - | 311 | ||||||
Kadoma Claims | ||||||||||||||
Golden Donkey | 2 | Gold | 1254-55 | 18-Mar-11 | $ | 6 | 1.75% NSR | 8 | ||||||
Headley NE | 3 | Gold | 1256-58 | 18-Mar-11 | $ | 24 | 1.75% NSR | 30 | ||||||
Harare | ||||||||||||||
Apollo | 27 | Gold | 17438-46, 28665-79, 28734-36 | 27-Sep-11 | $ | 166 | - | 208 | ||||||
Electra | 1 | Base | 19482BM | 13-Mar-11 | $ | 24 | - | 12 | ||||||
Apollo | 3 | Base | 28382-84BM | 27-Sep-11 | $ | 192 | - | 96 | ||||||
TOTAL | 387 | Claim Blocks | hectares | 8406 |
Table 14 g(ii) | ||||||||||||||
PROPERTY NAME/ | PROSP. PERMIT | AREA | ||||||||||||
FARM | FARM PORTIONS | MINERAL | NUMBER | EXPIRY DATE | FEES | ROYALTIES | (ha) | |||||||
Rooipoort Platinum Project | ||||||||||||||
Rooipoort 46KS | entire farm | Platinum Group Metals | 730/2006 PR | R 10 670 | State | 3771.0 | ||||||||
Grasvally 293KR | Ptns 9, 11, 13, 14, 16 | Platinum Group Metals | 375/2009 PR | R 3 388 | State | 341.8 | ||||||||
Re 8 & ptn of ptn 29 | ||||||||||||||
Grasvally 293KR | (prev ptn 26) | Platinum Group Metals | These rights | |||||||||||
225/2006 PR | have expired | R 1 540 | State | 42.8 | ||||||||||
Ptn of ptn 29 (prev ptn | and the | |||||||||||||
28) | Platinum Group Metals | necessary | ||||||||||||
applications | ||||||||||||||
Re of ptn 3, re ptn 6, | have been | |||||||||||||
Grasvally 293KR | ptn 19 & 24 | Platinum Group Metals | lodged for their | |||||||||||
renewal. | ||||||||||||||
Moorddrift 289KR | farm | Platinum Group Metals | 225/2006 PR | R 8 800 | State | 3196.5 | ||||||||
Jaagbaan 291KR | farm | Platinum Group Metals | ||||||||||||
Waterval 297KR | farm | Platinum Group Metals | 443/2006 PR | R 6 380 | State | 1217.3 | ||||||||
Platinum Group Metals = Pt, Pd, Rh, Ru, Os, Ir, Au, Ni, Cu |
g) Property area – see Table 14 g (iii).
Table 14 g (iii) | ||||||||||||
MINING PERMIT | AREA | |||||||||||
PROPERTY NAME | FARM PORTIONS | MINERALS | NUMBER | EXPIRY DATE | ROYALTIES | (ha) | ||||||
NAMA COBALT-COPPER PROJECT | ||||||||||||
Cobalt, Copper, Nickel, Iron, | ||||||||||||
Manganese, Zinc, Gold and | ||||||||||||
Nama (Center) | Uranium | LML70 | 26/09/2033 | State | 17 635.6 | |||||||
Cobalt, Copper, Nickel, Iron, | ||||||||||||
Manganese, Zinc, Gold and | ||||||||||||
Luamfula (East) | Uranium | LML71 | 26/09/2033 | State | 23 364.7 | |||||||
Cobalt, Copper, Nickel, Iron, | ||||||||||||
Ngosa (West) | Manganese, Zinc, Gold and | |||||||||||
Uranium | LML69 | 26/09/2033 | State | 21 474.5 | ||||||||
Cobalt, Copper, Nickel, Iron, | ||||||||||||
Konkola | Manganese, Zinc, Gold and | |||||||||||
Uranium | LML68 | 26/09/2033 | State | 17 017.9 | ||||||||
Total Project | 79 492.7 |