Docoh
Loading...

CMCL Caledonia Mining

Filed: 29 Mar 21, 1:42pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

ANNUAL REPORT

 

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

 

OR

 

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

For the fiscal year ended December 31, 2020

 

OR

 

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

 

OR

 

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

 

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

 

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

 

Commission file number 001-38164

 

Caledonia Mining Corporation Plc

(Exact name of Registrant as specified in its charter)

 

Jersey, Channel Islands

(Jurisdiction of incorporation or organization)

 

Caledonia Mining Corporation Plc

B006 Millais House, Castle Quay, St Helier, Jersey, JE2 3EF

(Address of principal executive offices)

 

Mark Learmonth, +44 1534 679 800, mlearmonth@caledoniamining.com, B006 Millais House,

Castle Quay, St Helier, Jersey Channel Islands, JE2 3EF.

(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Shares, no par valueCMCLNYSE American LLC

 

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

 

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

 

 1 

 

 

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

 

12,118,823 (“Common shares” or “shares”)

 

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

 

[ ] Yes         [X] No

 

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

 

[ ] Yes         [X] No

 

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

 

[X] Yes         [ ] No

 

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

 

[X] Yes         [ ] No

 

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

 

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

 

 

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

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[ ]

 

 2 

 

 

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

 

U.S. GAAP [ ]

 

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

 

Other [ ]

 

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

 

Item 17 [ ]         Item 18 [ ]

 

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

 

[ ] Yes         [X] No

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

 

tABLE OF cONTENTS

 

PART I9 
ITEM 1 - Identity of Directors, Senior Management and Advisers9 
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE9 
ITEM 3 - KEY INFORMATION9 
A.Selected Financial Data9 
B.Capitalization and Indebtedness10 
C.Reasons for the Offer and Use of Proceeds10 
D.Risk Factors10 
ITEM 4 - INFORMATION ON THE COMPANY24 
A.History and Development of the Company24 
B.Business Overview28 
C.Organizational Structure31 
D.Property, Plant and Equipment and Exploration and evaluation assets31 
ITEM 4A - UNRESOLVED STAFF COMMENTS37 
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS37 
A.Operating Results38 
B.Liquidity and Capital Resources44 
C.Research and development, patents and licenses, etc.45 
D.Trend Information45 
E.Off-Balance Sheet Arrangements46 
F.Tabular Disclosure of Contractual Obligations46 
G.Safe Harbor46 
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES47 
A.Directors and Senior Management47 
B.Board Practices52 
C.Employees53 
D.Share Ownership53 
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS54 
A.Major Shareholders54 
B.Related Party Transactions55 
C.Interests of Experts and Counsel55 
ITEM 8 - FINANCIAL INFORMATION55 
A.Consolidated Statements and Other Financial Information55 
B.Significant Changes56 
ITEM 9 - THE OFFERING AND LISTING56 
A.Offering and Listing Details56 
B.Plan of Distribution56 
C.Markets56 
D.Selling Shareholders56 
E.Dilution56 
F.Expenses of the Issue56 
ITEM 10 - ADDITIONAL INFORMATION56 
A.Share Capital56 
B.Memorandum and Articles of Association56 
C.Material Contracts63 
D.Exchange Controls63 
E.Taxation64 
F.Dividends and Paying Agents67 
G.Statement by Experts67 
H.Documents on Display67 
I.Subsidiary Information68 

 

 4 

 

 

ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK68 
A.Currency Risk68 
B.Sensitivity Analysis69 
C.Interest Rate Risk69 
D.Concentration of Credit Risk70 
E.Liquidity Risk70 
F.Market Risk – Gold Price70 
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES70 
PART II71 
ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES71 
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS71 
A. to D. 71 
E.Use of Proceeds71 
ITEM 15 - CONTROLS AND PROCEDURES71 
A.Disclosure Controls and Procedures71 
B.Management’s annual report on internal control over financial reporting71 
C.Attestation report of registered public accounting firm71 
D.Changes in internal controls over financial reporting72 
ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT72 
ITEM 16B - CODE OF ETHICS72 
ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES72 
ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES73 
ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS73 
ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT73 
ITEM 16G – CORPORATE GOVERNANCE73 
ITEM 16H - MINE SAFETY DISCLOSURE74 
PART III75 
ITEM 17 - FINANCIAL STATEMENTS75 
ITEM 18 - FINANCIAL STATEMENTS75 
ITEM 19 – EXHIBITS75 

 

 

 

 

 

 5 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

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

 

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

 

 6 

 

 

Status as an Emerging Growth Company

 

We are an “emerging growth company” as defined in Section 3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. We will continue to qualify as an "emerging growth company" until the earliest to occur of: (a) the last day of the fiscal year during which we had total annual gross revenues of US$1,070,000,000 (as such amount is indexed for inflation every 5 years by the United States Securities and Exchange Commission (“SEC”)) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous 3-year period, issued more than US$1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer", as defined in Exchange Act Rule 12b-2. We expect to continue to be an emerging growth company for the immediate future. During 2020 Caledonia completed the first sale of equity securities under the Securities Act and may therefore in 2026 no longer qualify as an emerging growth company. Refer to note 24 in the Consolidated Financial Statements for detail on the sale of these equity securities.

 

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

 

SPECIAL NOTE REGARDING LINKS TO EXTERNAL WEBSITES

 

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

 

 

 

 7 

 

 

NON-IFRS FINANCIAL INFORMATION

 

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

 

Foreign Private Issuer Filings

 

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

 

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

 

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

 

 

 

 8 

 

 

PART I

 

ITEM 1 - Identity of Directors, Senior Management and Advisers

 

Not Applicable.

 

ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not Applicable.

 

ITEM 3 - KEY INFORMATION

 

A.Selected Financial Data

 

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

 

The selected consolidated financial information set forth below has been derived from our audited Consolidated Financial Statements that are prepared in accordance with IFRS, which differ in certain respects from the principles we would have followed had our Consolidated Financial Statements been prepared in accordance with U.S. GAAP. The selected consolidated financial information should be read in conjunction with our Consolidated Financial Statements and related notes thereto. The selected consolidated financial information is presented in United States Dollars (“USD” or “$”), which is also the functional currency of the Company.

 

Financial – All in USD’000’s unless indicated otherwise  2020   2019   2018   2017   2016 
Revenue  100,002   75,826   68,399   69,762   61,992 
Gross Profit  46,656   31,138   21,587   26,321   23,492 
Profit for the year – after tax from operations  25,257   50,401   13,756   11,896   11,085 
Profit for the year – after tax from continuing operations  25,257   50,401   13,756   11,896   11,085 
Profit attributable to owners of the Company  20,780   42,018   10,766   9,384   8,526 
Net cash and cash equivalent  19,092   8,893   11,187   12,756   14,335 
Current Assets  44,586   29,839   28,168   27,913   25,792 
Total Assets  177,920   143,553   125,693   110,056   90,709 
Current Liabilities  9,964   9,879   12,198   15,602   9,832 
Non-current Liabilities  9,913   8,957   34,687   25,243   21,560 
Net Assets/Total equity  158,043   124,717   78,808   69,211   59,317 
Total Capital Expenditures – Cash  27,840   20,024   20,192   21,639   19,885 
Dividend per share – cents (1)  32.1   27.5   27.4   27.4   24.5 
Earnings per share – cents (1)  173   382   99   86.5   79.5 
Diluted earnings per share – cents (1)  173   381   99   86.4   79 

 

 9 

 

 

Share Information

 

   2020   2019   2018   2017   2016 
Market Capitalization at December 31 (2)  192,447   90,624   57,852   77,932   60,178 
Shares Outstanding (Thousands)(1)  12,119   10,763   10,603   10,603   10,557 
Options Outstanding (Thousands)(1)  28   38   38   28   92 

 

(1)All dividends per share, earnings per share, diluted earnings per share and option numbers are stated on the bases of the 1:5 share consolidation on June 26, 2017.
(2)Based on the NYSE American share price quoted in USD from July 27, 2017. Amounts before July 27, 2017 were based on the OTCQX share price quoted in USD.

 

B.Capitalization and Indebtedness

 

Not applicable.

 

C.Reasons for the Offer and Use of Proceeds

 

Not Applicable.

 

D.Risk Factors

 

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

 

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

 

Our shares may not continue to be listed on the NYSE American LLC (“NYSE American”)

 

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

 

 

 

 10 

 

 

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

 

As of March 29, 2021, we had 12,118,823 shares issued and outstanding.  In addition, as of March 29, 2021, 28,000 shares were issuable upon exercise of outstanding stock options, all of which may be exercised in the future resulting in dilution to our shareholders.�� As of March 29, 2021, we may issue stock options to purchase an additional 1,183,882 shares under our existing stock option plan.  As of March 29, 2021, our senior officers and directors beneficially owned, as a group, 447,882 shares (3.7% of our issued share capital), including stock options to acquire an additional 18,000 shares. Sales of substantial amounts of our shares into the public market, by our officers or directors or pursuant to the exercise of options, or even the perception by the market that such sales may occur, may lower the market price of our shares.

 

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

 

The economic viability of our revenues, operations and exploration and development projects is, and is expected to be, heavily dependent on the price of gold, which is particularly subject to fluctuation and has fluctuated significantly in recent years. The price of gold is affected by numerous factors beyond our control including, but not limited to: international economic and political conditions; expectations of inflation; international currency exchange rates; interest rates; global or regional consumption patterns; speculative activities; levels of supply and demand; increased production due to new mine developments and improved mining and production methods; availability and costs of metal substitutes; and inventory carrying costs. The effect of these factors on the price of gold, and therefore the economic viability of our operations, cannot be accurately predicted. Blanket Mine (1983) (Private) Limited, the company which owns the Blanket Mine (all hereinafter referred to as “Blanket” or “Blanket Mine” as the context requires) continues to sell all of its gold production from the Blanket Mine to Fidelity Printers and Refiners Limited (“Fidelity”), as required by Zimbabwean legislation, and received the spot price of gold less an early settlement discount of 1.25% (2.5% from October 1, 2018 to January 11, 2019). The Company may enter into hedging agreements from time to time for economic hedging purposes as described in note 23 of the Consolidated Financial Statements.

 

Our Business Operations and/or Activities could be impacted by the spread of the Coronavirus.

 

Our business could be significantly adversely affected by the effects of a widespread global outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus (“COVID-19”). We cannot accurately predict the impact COVID-19 will have on third parties’, including our employees’ ability to fulfil their obligations to the Company, including due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries (including those countries we rely on to conduct our business operations), resulting in an economic downturn that could negatively impact our operating results.

 

With regular lockdowns implemented by the Government of Zimbabwe and the Government of South Africa the supply chain has continued to function at a level that is adequate to augment our inventories, sufficient to maintain normal production without interruption and accordingly the current situation bears no impact on management’s going concern assumption.

 

Further, management had to incur additional costs to ensure the wellbeing of its employees and made donations to stakeholders in Zimbabwe to assist in curbing the effects of COVID-19. Refer to notes 9 and 13 of the Consolidated Financial Statements for the cost related to these expenditures.

 

In response to these COVID-19 risks, management has maximised the inventory of consumable stock; engaged closely with its customer, Fidelity, regarding access to refiners and the eventual route to market for Blanket’s production; and management regularly reviews its financial status and projections.

 

Work on the Central Shaft project was delayed by restrictions on the movement of specialised personnel and the transport of equipment due to the COVID-19 pandemic. The Central Shaft is now expected to be commissioned in the first quarter of 2021 instead of the fourth quarter of 2020. The delay in commissioning has affected target production for 2021 which has been reduced from approximately 75,000 ounces to a range of 61,000 to 67,000 ounces. There is no change to the target production rate of 80,000 ounces from 2022 onwards.

 

 11 

 

 

Currently there are no concerns over the valuation of our assets as disclosed in the Consolidated Financial Statements and the Company don’t foresee any changes in the cost of capital, cash requirements or any covenant defaults in our credit agreements. Refer to note 40 of the Consolidated Financial Statements.

 

At the date of the authorisation of this document management is of the opinion that the effects of COVID-19 have been considered in making significant judgements and estimates, valuations and evaluating our going concern principle. However, it must be recognised that the duration and effects of the COVID-19 pandemic are uncertain and can affect our forecasting accuracy.

 

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

 

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

 

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

 

Infrastructure, including water and electricity supplies, that is currently available and used by us may, as a result of adverse climatic conditions, natural disaster, incorrect or inadequate maintenance, sabotage or for other reasons, be destroyed or made unavailable or available in a reduced capacity. Were this to occur, operations at our properties may become more costly or have to be curtailed or even terminated, potentially having serious adverse consequences to our financial condition and viability that could, in turn, have a material adverse effect on our business, results of operations or financial performance.

 

Our operations may be subject to inadequate water supply.

 

Blanket uses water in the metallurgical process, some of which is pumped from the deeper levels of the mine but most of which is obtained from the “Blanket dam” (which, despite its name, is neither owned nor managed by Blanket Mine) which also supplies water to the nearby town of Gwanda. Blanket is situated in a semi-arid region and rainfall typically only occurs in the period November to February. The 2020/21 rainy season has been better than average and management believes that there is enough water in the Blanket dam to maintain normal operations until the next rainy season. During dry periods as a precautionary measure, Blanket intends to resuscitate existing boreholes and determine their yield; conduct hydrological surveys to identify potential new boreholes; recycle water from the lower levels of unused workings and construct a pond to store water that is pumped from current workings. If, however, there is inadequate water supply, operations at Blanket Mine may become more costly or have to be curtailed, suspended or even terminated which may have serious adverse consequences to the viability of gold production from Blanket Mine that could, in turn, have a material adverse effect on our business, results of operations or financial performance.

 

Our operations may be subject to inadequate electricity supply.

 

Zimbabwe’s electricity generation is mainly from the Kariba hydro station on the Zambezi river, the Hwange coal-fired station and several other much smaller coal-fired power stations. Even if Zimbabwe’s installed generating capacity is fully operational, it cannot generate enough electricity to meet its requirements and therefore Zimbabwe imports electricity from Mozambique and South Africa. Blanket Mine has a supply agreement with the Zimbabwe Electricity Supply Authority (“ZESA”) in terms of which it pays a premium rate in return for uninterrupted power.

 

The generating capacity at the Kariba hydro generating station fluctuates at times when the water levels are low. In addition, the export of electricity from South Africa to Zimbabwe is also interrupted due to a lack of generating capacity in South Africa and therefore interruptions to the Blanket supply do occur. The combined effect of these are severe electricity shortages that lead to “load-shedding” or low voltage occurrences. As a result of load-shedding and low voltage occurrences, Blanket’s use of diesel for generating electricity increased from approximately 1,345,000 liters for the year in 2019 to 1,903,000 liters in 2020.

 

 12 

 

 

Power surges as experienced at Blanket, if not controlled, can cause severe damage to Blanket’s electrical equipment. Blanket has installed its own equipment to regulate the incoming power; however, this equipment was itself damaged by the incoming supply. Power surges are regulated by Autotap transformers that are installed to normalise fluctuations up to 10MVA; current fluctuations vary to 12MVA. Blanket had to install an additional Autotap transformer and repair Autotap transformers that broke down from late 2020 to early 2021. This resulted in many power trips due to the power surges and an increased use of our generators.

 

If an electricity shortage or outage persists, operations at Blanket Mine may become more costly or have to be curtailed, suspended or even terminated which may have serious adverse consequences to the viability of production from Blanket Mine that could, in turn, have a material adverse effect on our business, results of operations or financial performance.

 

Blanket has addressed the issue of interrupted power supply by installing stand-by generators. These generators can supply the whole mine with electricity but is a costly and environmentally unfriendly electricity source that is reliant on fuel imports that may from time to time be in shortage in Zimbabwe.

 

To mitigate against the current electricity situation, Caledonia has entered into a contract for the construction of a 12MWac solar plant at a cost of approximately $12 million. Total costs to design, construct, evaluate, licence and structure the project are expected to be approximately $14.1 million. Refer to Item 4.B for more detail regarding the proposed solar plant and its financing.

 

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

 

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

 

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

 

The current monetary situation in Zimbabwe can be summarized as follows:

 

·There continues to be a shortage of foreign currency in Zimbabwe, although in recent months Blanket has had satisfactory access to foreign exchange due to the higher gold price and increased production.

 

·The local currency (known as “RTGS” or “RTGS$”) rate of annual inflation increased from 5% in September 2018 to approximately 500% by December 2019. By December 2020 the monthly inflation rate had fallen to approximately 4.2% and the annual rate was approximately 350%. A high rate of RTGS inflation has little effect on Blanket’s operations now that Blanket has adjusted employee remuneration to reflect the increased cost of living and Blanket’s costs and revenue track US Dollar prices. Further devaluation in the RTGS to the USD has curbed the inflationary price rise prices.

 

·Since October 2018, bank accounts in Zimbabwe have been bifurcated between Foreign Currency Accounts (“FCA”), which can be used to make international payments, and RTGS accounts which can only be used for domestic transactions.

 

·On February 20, 2019 the Reserve Bank of Zimbabwe (“RBZ”) allowed inter-bank trading between currency held in the RTGS$ system and the FCA system. Prior to this, the RBZ had stipulated that a Dollar in the RTGS system was worth 1 US Dollar in the FCA system. The interbank exchange rate at each quarter-end since the introduction of the interbank rate in February 2019 is set out below.

 

 13 

 

 

Interbank Exchange Rates

 

(RTGS$: US$1)

 

February 20, 2019  2.500 
March 31, 2019  3.003 
June 30, 2019  6.543 
September 30, 2019  15.090 
December 31, 2019  16.773 
March 31, 2020  25.000 
June 30, 2020  57.3582 
September 30, 2020  81.4439 
December 31, 2020  81.7866 
March 26, 2021  84.1197 

 

·The interbank trading mechanism addressed the most pressing difficulty that emerged after the October 2018 policy implementation, being the erosion of the purchasing power of Blanket’s employees due to rapidly increasing retail prices, which had an adverse effect on employee morale. Management has increased RTGS$-denominated remuneration so that it remains more closely aligned to the US Dollar value using the interbank rate. This has alleviated some of the financial distress experienced by Blanket employees. Management regularly evaluates the available USD and increases the USD allocations to its employees when the monetary policy allows sufficient cash flows for Blanket to do so.

 

·In February 2020, the RBZ announced its intention to further liberalise the interbank market with the objective of increasing liquidity and transparency. However, in response to the COVID-19 pandemic, the Minister of Finance reversed this policy and re-established a fixed exchange rate of ZWL$25:US$1 with effect from March 26, 2020. Despite the fixed exchange rate, the local currency continued to devalue on the informal exchange markets. On June 23, 2020, the RBZ introduced an “auction system” whereby, on a weekly basis, buyers and sellers of local currency and foreign exchange submit tenders which the RBZ uses to determine a revised interbank rate.

 

·Zimbabwean gold producers, including Blanket, are required to sell their gold to Fidelity. Prior to May 26, 2020, 55% of the sale proceeds were received in FCA and the balance was received in RTGS$. From May 26, 2020 to January 6,2021 gold producers received 70% of their sale proceeds in FCA and the balance in RTGS$. With effect from January 7, 2021, gold producers receive 60% of their revenues in FCA and the balance in RTGS$. Blanket uses the FCA component to pay for imported goods, services, electricity, dividends and a portion of the wages and salaries at Blanket; the RTGS$ component is used to pay for goods and services procured in Zimbabwe, the remaining portion of wages and salaries at Blanket and payroll taxes and a proportion of Blanket’s income tax. At prevailing gold prices and the current rate of production the 60% FCA allocation is sufficient for Blanket to continue mining operations, to fully implement the investment plan as scheduled and allow Caledonia to remit dividends from Zimbabwe. However, the revised 60% FCA allocation means that Blanket is expected to build up a balance of RTGS$ for which there is no commercial use. To avoid this eventuality, Blanket participates in the weekly auction to sell RTGS$ for FCA which provides an adequate mechanism to manage Blanket’s treasury.

 

·Provided the interbank exchange rate is efficient, Blanket continues to participate effectively in the weekly foreign exchange auctions and Blanket receives the amounts due promptly, in full and at an exchange rate which reflects economic fundamentals, management is optimistic the current policy is an acceptable environment.

 

·Throughout the above and to the date of the issue of the Consolidated Financial Statements the US Dollar has remained the primary currency in which the Group’s Zimbabwean entities operate and the functional currency of these entities

 

Investors should recognize that Blanket’s ability to implement its investment plan and Caledonia’s ability to sustain its operations outside Zimbabwe and pay future dividends depends, inter alia, on the ability to continue to externalize cash from Zimbabwe.

 

 

 14 

 

 

Our operations are subject to various government approvals, permits, licenses and legal regulation for which no assurance can be provided that such approvals, permits or licenses will be obtained or if obtained will not be revoked or suspended.

 

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

 

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

 

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

 

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

 

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

 

 15 

 

 

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

 

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

 

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

 

Blanket Mine is our principal mining asset. In addition, Blanket Mine has title to numerous but smaller satellite properties in the surrounding Gwanda greenstone terrain. These satellite properties are in the exploration stage and are without any known bodies of commercial ore. The Eagle Vulture, Mascot and Penzance satellite properties were sold in 2021. During the fourth quarter of 2020 the Company entered into option agreements that gave the Company the exclusive right to explore the Glen Hume and Connemara North properties. Refer to notes 18 and 21 of the Consolidated Financial Statements and Item 4.A for more detail on the sale of the satellite properties and the newly acquired options over exploration properties. There is no assurance that our mineral exploration activities will result in any discoveries of commercial bodies of mineral reserves. The long-term profitability of our operations will, in part, be directly related to the costs and success of our exploration programs, which may be affected by several factors.

 

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

 

Further development and commercial production at Blanket Mine, satellite properties and newly acquired explorations options cannot be assured.

 

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

 

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

 

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

 

 16 

 

 

Refer to capital investments under Item 4.A for detail on development activities at Blanket and surrounding areas.

 

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

 

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

 

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

 

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

 

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

 

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

 

Pronouncements from the Zimbabwe Government following the appointment of the new President in late 2017 announced a relaxation in the indigenization policy which, amongst other things, included the removal of an indigenization requirement for gold mining companies. These pronouncements were passed into law in March 2018.

 

On November 6, 2018, the Company announced that it had entered into a sale agreement with Fremiro Investments (Private) Limited (“Fremiro”) to purchase Femiro’s 15% shareholding in Blanket for a gross consideration of $16.7 million to be settled through a combination of the cancellation of the loan between the two entities which stood at $11.5 million as at June 30, 2018 and the issue of 727,266 new shares in Caledonia at an issue price of $7.15 per share. On completion of the transaction on January 20, 2020, Caledonia owned 64% in Blanket and Fremiro held approximately 6.3% of Caledonia’s shares.

 

 17 

 

 

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

 

Depending on our ability to generate income from our operations, we may require further financing for current and future exploration and development. Should our projections for fiscal years 2021 through to 2023 prove incorrect, to finance our working capital needs, we may have to raise funds through the issuance of additional equity or debt securities. Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our shares could be reduced. Any additional equity financing will dilute shareholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results.

 

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

 

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

 

Market prices for mining company securities, by their nature, are volatile. Factors, such as rapidly changing commodity prices, political unrest globally and in countries where we operate, speculative interest in mining stocks etc. are but a few factors affecting the volatility of the share price. Our shares are listed in the U.S. on the NYSE American and depositary interests representing our shares are admitted to trading on AIM of the London Stock Exchange (“AIM”) (the use of the term “share” in this Annual Report also, where the context requires, extends to a depositary interest representing a share). The Company voluntarily delisted its shares from the Toronto Stock Exchange (“TSX”) on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.

 

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

 

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

 18 

 

 

We are dependent on key management employees.

 

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

 

Our mineral rights may be subject to defects in title.

 

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

 

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

 

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

 

 

 

 

 

 19 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Our exploration, development and operations are subject to environment, health and safety (“EH&S”) laws and regulations in the countries in which the relevant activity is being conducted.

 

In 2018, a training facility (called the Nyanzvi initiative) was established at Blanket using dedicated facilities and specially trained facilitators. The entire Blanket workforce has participated in the programme which resulted in the general improvement in safety in the first two quarters of 2020. The Nyanzvi programme was suspended from late March 2020 due to the need to observe social distancing because of COVID-19 which contributed to the increase in reportable events in the quarter and the preceding quarter. Management expects the safety performance will improve when the Nyanzvi initiative and other safety measures which were suspended due to COVID-19 restrictions are re-instated.

 

Safety training is an ongoing exercise and it will remain an area of focus for the Company. There is no assurance, however, that future changes in EH&S, if any, will not adversely affect our exploration and development programs or our operations. There are no assurances that regulatory and environmental approvals required under EH&S will be obtained on a timely basis or if at all. A breach of EH&S may result in the temporary suspension of operations, the imposition of fines, other penalties (including administrative penalties and regulatory prosecution), and government orders, which could potentially have a material adverse effect on operations.

 

 20 

 

 

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

 

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

 

In response to the COVID-19 pandemic, measures were introduced to safeguard our employees; e.g. protective equipment and - clothing, sanitisers, stricter safety protocols, etc. One case of COVID-19 was recorded at Blanket during the fiscal year ended December 31, 2020; 28 cases have been detected in January and February 2021 and some cases were also detected at the Company’s offices in Harare and amongst its employees in Johannesburg. None of the identified cases resulted in hospitalisation and all infected persons appear to have made or be making a full recovery.

 

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

 

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

 

In the fourth quarter of 2020 Caledonia acquired the exclusive rights to explore the Connemara North and Glen Hume properties, both situated near Gweru, Zimbabwe. Refer to note 18 of the Consolidated Financial Statements and Item 4.A “capital investments” for more detail on these acquisitions. If the exploration yields satisfactory results, Caledonia has the right to acquire the mining claims over the areas.

 

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

 

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

 

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

 

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

 

 21 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

During 2020 the Company sold its first equity securities under the Securities Act. This means that the Company may no longer qualify as an emerging growth company following the fifth anniversary of the completion of the equity raise. The Company may instead thereafter have to comply with Section 404(b) of the Sarbanes-Oxley Act where our registered public accountant will be required to attest to management’s assessment of its internal controls over financial reporting as presented under Item 15B of Form20-F.

 

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

 

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

 

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

 

 

 22 

 

 

There is uncertainty with our Mineral Reserve estimates.

 

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

 

There are differences in United States and Canadian reporting of mineral reserves and mineral resources.

 

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

 

Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, teh SEC has historically only permitted issuers to report “resources” as in-place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in some of our reports may not be comparable to information made public in accordance with IG 7.

 

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

 

Accordingly, the information contained in some of the reports containing descriptions of the Company's mineral deposits may not be comparable to similar information made public in accordance with IG 7.

 

On October 31, 2018, the SEC adopted the Modernization of Property Disclosures for Mining Registrants (the “New Rule”), introducing significant changes to the existing mining disclosure framework to better align it with international industry and regulatory practice, including NI 43-101. The New Rule became effective as of February 25, 2019 and following a transition period the Company will be required to comply with the New Rule as of its annual report for its first fiscal year beginning on or after January 1, 2021, and earlier in certain circumstances. While early voluntary compliance with the New Rule is permitted, the Company has not elected to comply with the New Rule at this time and the Company does not anticipate needing to comply with the New Rule until March 2022. Under the New Rule, the definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" have been amended to be substantially similar to the corresponding CIM Definition Standards and the SEC has added definitions to recognize "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" which are also substantially similar to the corresponding CIM Definition Standards; however, there are differences in the definitions under the New Rule and the CIM Definition Standards and therefore once the Company begins reporting under the New Rule there is no assurance that the Company's Mineral Reserve and Mineral Resource estimates will be the same as those reported under CIM Definition Standards as contained in this Annual Report.

 

 23 

 

 

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

 

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

 

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

 

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

 

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

 

ITEM 4 - INFORMATION ON THE COMPANY

 

A.History and Development of the Company

 

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

 

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

 

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

 

The Company re-domiciled from Canada to Jersey using a legal process called “Continuance” on March 19, 2016. The Company operates under the Companies (Jersey) Law 1991, as amended, (the “Companies Law”). The Continuance had no effect on the Company’s listing on the TSX or on the trading facilities on AIM in London or on the OTCQX in the United States of America.

 

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

 

Caledonia voluntary delisted its shares from the TSX on June 19, 2020. After the delisting, the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.

 

As at the date of this report Caledonia’s shares trade on the NYSE American and AIM under the ticker “CMCL”.

 

 24 

 

 

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

 

Registered and Head OfficeAfrican Office - South African Subsidiaries
  
Caledonia Mining Corporation PlcCaledonia Mining South Africa Proprietary Limited
B006 Millais House, Castle Quay, St Helier4th Floor, 1 Quadrum office park
Jersey, Channel IslandsJohannesburg, Gauteng, 2198
JE2 3EFSouth Africa
(44) 1534 679 800(27) 11 447 2499

 

Indigenization of Blanket Mine

 

On February 20, 2012 certain companies within Caledonia’s group of companies (the “Group”) announced that they had signed a Memorandum of Understanding (“MoU”) with the Minister of Youth, Development, Indigenization and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective 51% ownership interest in the Blanket Mine for a transactional value of $30.09 million. Pursuant to the above, the Group entered into agreements with each indigenous shareholder to transfer 51% of the Group’s ownership interest in Blanket Mine whereby it:

 

·sold a 16% interest to the National Indigenisation and Economic Empowerment Fund (“NIEEF”) for $11.74 million;
·sold a 15% interest to Fremiro, which is owned by indigenous Zimbabweans, for $11.01 million;
·sold a 10% interest to Blanket Employee Trust Services (Private) Limited (“BETS”) for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (“Employee Trust”) with Blanket Mine’s employees holding participation units in the Employee Trust; and
·donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (“Community Trust”). In addition, Blanket Mine paid a non-refundable donation of $1 million to the Community Trust.

 

Following completion of the underlying subscription agreements, advances were made to NIEEF and the Community Trust against their rights to receive dividends declared by Blanket Mine on their shareholdings as follows:

 

·a $1.8 million payment to NIEEF on or about June 21, 2012;
·a $2 million payment to the Community Trust on or before September 30, 2012;
·a $1 million payment to the Community Trust on or before February 28, 2013; and
·a $1 million payment to the Community Trust on or before April 30, 2013.

 

Advances made to NIEEF as an advanced dividend loan were settled through dividend repayments in 2014. Refer to note 6 of the Consolidated Financial Statements for the outstanding balance of the advanced dividend loan with the Community Trust.

 

The Group facilitated the vendor funding of these transactions and the advanced dividend loans which are repaid by way of dividends from Blanket Mine. 100% of dividends declared by Blanket Mine as payable to the Community Trust were used to repay its advanced dividend loan although Blanket has recently agreed that from the beginning of 2020 80% of dividends declared by Blanket Mine will be used to repay such loan and the remaining 20% will unconditionally accrue to the Community Trust, which is the same arrangement that applies to the other indigenous shareholders. The timing of the repayment of the loans depends on the future financial performance of Blanket Mine and the extent of future dividends declared by Blanket Mine. Subsequent to the indigenization transactions the facilitation loans relating to the Group were transferred as a dividend in specie to the Company.

 

On June 23, 2017, the Group, Blanket Mine and the indigenous shareholders of Blanket Mine reached agreement to change the interest terms of the facilitation and advanced dividend loan agreements. The agreements changed the interest rate from the previously agreed 12-month LIBOR + 10% to the lower of a fixed 7.25% per annum, payable quarterly or 80% of the Blanket Mine dividend in the quarter. The modification was considered beneficial to the indigenous shareholders and gave rise to an equity-settled share-based expense of $806,000 on June 23, 2017 when all parties reached agreement to modify the interest charged. It was agreed that the interest change was to be applied to the facilitation and advanced dividend loan balances from January 1, 2017.

 

 25 

 

 

Pronouncements from the Zimbabwe Government following the appointment of the new President in late 2017 declared a relaxation in the indigenization policy which, amongst other things, included the removal of an indigenization requirement for gold mining companies. These pronouncements were passed into law in March 2018. In light of the changed legislation, on November 6, 2018, the Company announced that it had entered into a sale agreement with Fremiro to purchase Femiro’s 15% shareholding in Blanket for a gross consideration of $16.667 million to be settled through a combination of the cancellation of the loan between the two entities (which stood at $11.467 million as at June 30, 2018) and the issue of 727,266 new shares in Caledonia at an issue price of $7.15 per share. On completion of the transaction on January 20, 2020, Caledonia owned 64% in Blanket and Fremiro held approximately 6.3% of Caledonia’s shares.

 

On February 27, 2020, the Company, Blanket Mine and the indigenous shareholders of Blanket Mine reached an agreement to change the repayment terms of the advance dividend loan to the Community Trust. The amendment allows that 20% of the Community Trust’s share of the Blanket dividend accrues to it on declaration of the dividend and that the remaining 80% be applied to the advance dividend loan from February 27, 2020. The modification was not considered beneficial to the other indigenous shareholders.

 

Capital Investment

 

The main capital development project is the central shaft at the Blanket Mine (“Central Shaft”) which will allow for three new production levels below the current operations; a fourth level is intended to be added in due course via a decline construction. Shaft sinking commenced in early 2015 and the shaft reached its target depth of 1,204 metres (approx. 4,000 feet) in July 2019. The Central Shaft was fully equipped by the end of 2020 and the production headgear was erected in January 2021. The shaft will be fully commissioned by the end of the first quarter of 2021. Production can increase after the Central Shaft has been commissioned. Production guidance for 2021 is a range of 61,000 to 67,000 ounces; guidance from 2022 onwards is 80,000 ounces – 38% higher than the production in 2020.

 

Work on underground development was hampered by the unstable electricity supply which has caused frequent power interruptions and by systemic power outages due to the general lack of electricity in Zimbabwe. In November 2019 further diesel generators were installed so that work at Central shaft can continue uninterrupted throughout any interruptions to the electricity supply from the grid.

 

In addition to the Central shaft, work continued on decline developments at the AR South, AR Main and Eroica ore bodies, preparations commenced for a further decline at the Blanket orebody and work continued on haulages on the 870m level. In total 554 meters (last quarter of 2019: 417 meters) of development were achieved in the last quarter of 2020.

 

In 2019 Caledonia initiated a tender process to identify parties to make proposals for a solar project that would reduce Blanket’s reliance on grid and generator power. After careful consideration, Caledonia’s board approved the construction of a 12MWac solar plant at a construction cost of approximately $12 million to be owned within the Group. Total cost related to the project is expected to amount to approximately $14.1 million and further include costs of obtaining licences, advisors to raise the equity, negotiate contracts and design the plant. The plant is expected to provide all of Blanket’s minimum electricity demand during daylight hours; Blanket will continue to rely on the grid and generators to provide additional power during daylight hours and at night. It is estimated that the solar plant will provide approximately 27% of Blanket’s total daily electricity requirement. Battery power is currently too expensive to justify their use to augment the solar project, but the Company will continue to monitor this situation as battery technology develops. The Company will also evaluate a further phase for the solar project to provide Blanket’s peak demand during daylight hours, but this will require an agreement between the Company and the Zimbabwe authorities regarding the treatment of power that will be generated by a second phase that is surplus to Blanket’s requirements.

 

The Company investigated the possibility of raising non-recourse debt to fund all or part of the proposed project but such funding was not available. Accordingly, the Company raised $13 million (before commission and expenses) through the sale of 597,963 shares at an average price of $21.74 per share.

The status of the project is as follows:

 

·the 40-hectare site for the project has been cleared and fenced and is ready for civil work to commence;

 

·Caledonia has obtained the necessary licences and permits for the project;

 

·On October 7, 2020 the Company announced it had appointed Voltalia, an international renewable energy provider, as contractor for the project;

 

Caledonia and Voltalia have entered into an EPC contract; procurement and construction are expected to begin immediately with current indicated commissioning for the 12MWac solar plant in the first quarter of 2022.

 

 26 

 

 

Total cash capital expenditure increased to $27,840,000 (2019: $20,240,000; 2018: $20,192,000). Significant projects on which capital expenditures were incurred in 2020 included:

 

  • Central shaft – $10.6 million
  • Capital development - $5 million
  • Sustainable mechanical engineering capex - $4.1 million
  • Drill rigs - $1.2 million
  • Ballmill & metallurgical plant upgrades - $1.1m
  • Autotap transformers - $400 000
  • Solar plant - $372,000

Capital projects and expenditures are further analyzed under Item 4.B Mining Operations and notes 17 and 18 of the Consolidated Financial Statements.

 

Glen Hume

 

In December 2020 Caledonia announced it had entered into an option agreement which gives the Company the exclusive right to explore the Glen Hume property, an area of approximately 350 hectares with substantial evidence of gold mineralisation including historical mining activity, for a period of up to 15 months. Refer to note 18 of the Consolidated Financial Statements for detailed information regarding the agreement.

 

Caledonia has conducted airborne geophysics which indicates attractive exploration targets and has also conducted preliminary metallurgical work indicating favourable grade and recovery. A preliminary contract has been signed with the existing drilling contractor and a drill programme has commenced with 1,012.6 metres of reverse circulation drilling completed. Diamond drilling commenced in January 2021. The necessary quality assurance and control protocols have been implemented, laboratory services procured and samples submitted for assay.

 

Connemara North

 

In December 2020 Caledonia announced it had entered into an option agreement which gives the Company the exclusive right to explore the Connemara North property. Refer to note 18 of the Consolidated Financial Statements for more detail on the agreement.

 

Connemara North is the northern section of the currently closed Connemara mine which was previously owned by First Quantum Minerals (“First Quantum”); it was placed on care and maintenance in 2001 and subsequently disposed of in 2003. It has not been commercially mined since this time but before being placed on care and maintenance the Connemara mine produced approximately 20,000 ounces of gold per annum from an open pit heap leach operation. Previous public disclosures made by First Quantum in 2001 indicated that they had plans to expand the existing open pit operations at Connemara mine, when gold prices were approximately $300/oz.

 

At this stage it is not possible for Caledonia to verify any of the work performed by previous owners or to ascertain what proportion of any purported resource lay within the boundaries of the Connemara North property over which Caledonia has secured the option. The property is approximately 30km from Glen Hume with good road access between them offering the potential of operating synergies should Caledonia decide to develop both areas.

 

Eagle Vulture, Mascot and Penzance held for sale

 

Farvic Consolidated Mines (Pvt) Ltd (“Farvic”) requested permission from the Company to perform drilling on the Eagle Vulture, Mascot and Penzance orebodies to obtain an understanding of the technical feasibility and commercial viability of Eagle Vulture, Mascot and Penzance in 2019. Farvic later expressed their interest in buying the claims over Eagle Vulture, Mascot and Penzance in late 2020. Management evaluated the proposition and a price was determined in November of 2020. On February 24, 2021 Farvic and the Group concluded the sale contract at $500,000 and Blanket relinquished all rights to the properties. Refer to note 21.1 of the Consolidated Financial Statements for more detail on the sale of the exploration properties.

 

 27 

 

 

Eersteling Gold Mining Company Limited

 

On May 31, 2018 the Group entered into an amended share sale agreement with SH Mineral Investments Proprietary Limited (“SH Minerals”) to sell the shares and claims of Eersteling Gold Mining Company Limited (“Eersteling”), a South African subsidiary previously consolidated as part of the Group, that has been on care and maintenance since 1997. The amended share sale agreement allowed for a purchase price of $3 million which would be settled by three payments of $1 million payable on the completion date, 12 and 18 months after the completion date. On January 31, 2019 all conditions for the sale were met and the Group transferred the registered and beneficial ownership of Eersteling to SH Minerals. During 2020, the ZAR equivalent of approximately $0.9 million (2019: $1 million) was received and the ZAR equivalent of approximately $0.34 millionwas received post year-end as payment towards the outstanding instalment of the purchase price with the remainder of that instalment expected to be received shortly.

 

Available Information

 

The SEC maintains an internet site (http://www.sec.gov) that contains report, proxy and information statements and other information regarding issuers that file electronically with the SEC. Such information can also be found on the Company’s website (http://www.caledoniamining.com).

 

B.Business Overview

 

Description of Our Business

 

Caledonia’s primary focus is the operation of a gold mine and the exploration and development of mineral properties for precious metals. Caledonia’s activities are focused on Blanket Mine in Zimbabwe. The Company’s business during the last three completed fiscal years has been focused primarily on increasing production to 80,000 oz. of gold by 2022 through its investment plan.

 

Total gold production at Blanket Mine for 2020 was 57,899 oz. (2019: 55,182 oz.; 2018: 54,511 oz.). In terms of regulations introduced by the Zimbabwean Ministry of Finance in January 2014, all gold produced in Zimbabwe must be sold to Fidelity, a company which is controlled by the Zimbabwean authorities. Gold producers compete globally based on their operating and capital costs. Certain gold producers benefit from their ability to produce other minerals in commercial quantities as by-products. Caledonia derives approximately 0.1% of its revenues from silver, which is insignificant. 100% of Blanket’s revenues over the last three years was derived from its operations in Zimbabwe.

 

Blanket Mine’s available reserves are disclosed under Item 4.D under the subheading of “Mineral Reserve Calculations”.

 

Mining Operations

 

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

 

In January 2020, Ms. Janet Hobkirk joined the Group as Group Mineral Resource Manager. Ms. Hobkirk will be responsible for driving exploration activities both at Blanket, Glen Hume, Connemara North and for any new properties that are under investigation by the Group.

 

Caledonia’s exploration activities are focused on the growth and development of Blanket Mine and on two new exploration properties in respect of which Caledonia acquired purchase options during the last quarter of 2020.

 

There was no deep exploration drilling in the fourth quarter of 2020 as all the available drilling sites had been drilled out in accordance with the annual budget. Deep level exploration drilling will re-commence after the Central Shaft and the related development has been completed to provide access to new drilling positions.

 

Exploration at Blanket’s portfolio of satellite properties has been suspended since 2016 so that resources could be re-deployed at Blanket. Since then, the Company has evaluated other investment opportunities in Zimbabwe and has concluded that the satellite properties other than GG are unattractive due to their relatively small size, low grade, limited exploration potential, operating complexity and metallurgical incompatibility with the existing Blanket plant. Accordingly, Blanket has entered into an agreement with Farvic to sell the claims over Mascot, Eagle Vulture and Penzance properties for a cash consideration of $500,000. This transaction entails an impairment of the carrying value of these assets of $2,930,000 which is classified as “Other expense” in the Statement of Profit of Loss and Other Comprehensive Income and is a non-cash item.

 

 28 

 

 

The GG satellite property remains on care and maintenance. Limited surface drilling was undertaken in the quarter to test for parallel zones to the south of the existing mineralised zone. Preliminary results are encouraging and drilling continues. The Lima pilot plant, which could be used to process any material from GG, has recently been upgraded to accommodate 200 tonnes per day.

 

During the last quarter of 2020, and as noted above, Caledonia acquired purchase options in respect of two properties, Glen Hume and Connemara North, located in the Gweru mining district in the Zimbabwe Midlands – an area that has historically produced significant quantities of gold.

 

Metallurgical Process

 

Metallurgical plant – Blanket Mine

 

Average plant recovery was 93.8% for 2020, compared to 93.4% in 2019 (2018: 92.3%).

 

Recoveries improved following the commissioning of the new oxygen plant in October 2019 and the commissioning of an upgraded oxygen sparging system in the first quarter of 2020. The new oxygen plant has also reduced cyanide consumption by approximately 15%. In the last quarter of 2020 work commenced on installing an additional mill which should increase milling capacity from 75 to 100 tonnes per hour which will be required to achieve target production of 80,000 ounces per annum.

 

Safety, Health and Environment

 

The following safety statistics have been recorded for the year 2019 and the preceding two years.

 

Classification201820192020
Fatal2--
Lost time injury536
Restricted work activity16179
First aid9-1
Medical aid131112
Occupational illness---
Total453128
Incidents335459
Near misses112224
Disability Injury Frequency Rate0.2700.120.52
Total Injury Frequency Rate1.711.20.97
Man-hours worked (thousands)5,2545,1745,789

 

In 2018 a training facility (called the Nyanzvi initiative) was established at Blanket using dedicated facilities and specially trained facilitators. The entire Blanket workforce has participated in the programme which resulted in the general improvement in safety in the first two quarters of 2020. The Nyanzvi programme was suspended from late March 2020 due to the need to observe social distancing because of COVID-19 which contributed to the increase in reportable events in the second half of 2020. Management expects the safety performance will improve when the Nyanzvi initiative and other safety measures which were suspended due to COVID-19 restrictions are re-instated. Safety training is an ongoing exercise and it will remain an area of focus for management.

 

The Group takes the safety of its employees very seriously and, accordingly, measures have been taken to instill adherence to prescribed safety procedures.

 

 

 29 

 

 

Exchange Controls, Social Investment and Contribution to the Zimbabwean Economy

 

Exchange control approvals from the RBZ and the Reserve Bank of South Africa are required on the flow of funds in and out of Zimbabwe and South Africa. The Company obtained necessary approvals from both the RBZ and the Reserve Bank of South Africa to transfer foreign currency during the fiscal year 2020.

 

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

 

Payments to the Community and the Zimbabwe Government

($’000’s)

 Community and Social InvestmentPayments to GCSOTPayments to Zimbabwe GovernmentTotal
Year 20184-10,14010,144
Year 201947-10,35710,404
Year 20201,68918412,52614,399

 

General Comments

 

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

 

Refer to the risk factor under Item 3.D “We do business in countries and jurisdictions outside of the United States where different economic, cultural, regulatory, monetary and political environments could adversely impact our business, results of operations and financial condition” and note 5(b)(ii) of the Consolidated Financial Statements where the material effects of government regulations of the Company’s business are disclosed.

 

Investors should recognize that Blanket’s ability to implement its investment programme and Caledonia’s ability to sustain its operations outside Zimbabwe and pay future dividends depends, inter alia, on the ability to externalise cash from Zimbabwe.

 

 

 

 

 

 

 30 

 

 

C.

Organizational Structure

 

The Company has the following organizational structure as at March 29, 2021:

 

 

D.Property, Plant and Equipment and Exploration and evaluation assets

 

(a)Zimbabwe:

 

The Company indirectly owns 64% of the shares of Blanket Mine after the purchase of Fremiro’s 15% shareholding became effective in January of 2020. The Blanket Mine is fully equipped with all the necessary plant and equipment to conduct mining operations and the production of gold from the ore mined from the mine.

 

For a detailed breakdown of the property, plant and equipment and encumbrances thereon refer to note 17 of the Consolidated Financial Statements. The property, plant and equipment of the Group is predominantly held in Zimbabwe and the continued implementation of the investment plan is expected to increase the property, plant and equipment of the Group. Refer to note 18 of the Consolidated Financial Statements for a detailed breakdown on the exploration and evaluation properties of the Company and encumbrances thereon, as well as Item 4.A. The investment plan is expected to be funded with existing cash, a term loan, an overdraft facility and cash generated from operating activities. The investment plan is expected to be completed in 2021.

 

(b)South Africa:

 

Refer to Item 4.A “History and Development of the Company” concerning the sale of Eersteling.

 

Mining Geology and Exploration Activities

 

Geology and Mineral Deposit

 

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

 

·Older greenstones called the Sebakwian Group, which are mostly metamorphosed to amphibolite facies. They comprise komatiitic and basaltic volcanic rocks, some banded iron formation (“BIF”), as well as clastic sediments.

 

 31 

 

 

·The Lower Bulawayan Group, which comprises basalts, high-Mg basalts, felsic volcanic rocks and mixed chemical and clastic sediments. The Lower Bulawayan Group forms the Belingwe (Mberengwa) greenstones.

 

·The Upper Bulawayan (upper greenstones) and Shamvaian groups, which comprise a succession of sedimentary and komatiitic to tholeiitic to calc-alkaline rocks.

 

Three metamorphic belts surround the Zimbabwe Craton:

 

·Archaean Limpopo Mobile Belt to the south;

 

·Magondi Mobile Belt on the north-western margin of the Craton; and

 

·Zambezi Mobile Belt to the north and northeast of the Zimbabwe Craton.

 

 

 

 Zimbabwe Craton Relative to Other Cratons

 

Overview of the Project Geology

 

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

 

 32 

 

 

Local Property Geology

 

The local geology consists of the Felsic Unit made up of, largely, quartz and quartz-sericite schists overlain by the Mafic Unit. The lower zone of the Mafic Unit comprises ultramafics and banded iron formations which host the orebodies of the Vubachikwe mine, that is located south of Blanket. The upper zone of the Mafic Unit is made up of massive to pillowed basaltic lavas with intercalations of interflow sediments now showing as cherty argillites (locally commonly referred to as Black Markers) and this hosts the Blanket complex orebodies. The Blanket orebodies are in an orogenic setting with hydrothermal mineralization hosted in selected shears of country basaltic metavolcanics. This package is intruded by a younger and seemingly barren olivine-gabbro sheet. The sequence is capped by an Intermediate Unit comprising andesitic lavas with amphibole feldspar schists.

 

The Blanket complex orebodies together with those of the Vubachikwe complex comprise the north-western Mining Camp, also called the Sabiwa group of mines. Blanket Mine complex is a cluster of deposits that extend from Jethro in the south, through Blanket, Feudal, AR South, AR Main, Sheet, Eroica and Lima to the north.

 

Longitudinal Section of Blanket Mine

 

 

 

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

 

 33 

 

 

 

 

 Geology of the Project Area

 

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

 

 34 

 

 

Stratigraphic Column

 

 

 

 Stratigraphic Column

 

Status of Exploration

 

The Blanket Mine is a producing operation. Ordinarily, exploration activities are carried out both on and off the mine. Mine exploration takes place mostly underground on the producing claims and is aimed at expanding the lateral and depth extension of the known ore bodies which are being mined, as well as searching for potential additional orebodies. Available exploration platforms have been exhausted underground at Blanket Mine. Once Central Shaft is equipped, the capacity to establish new exploration platforms will be restored. Near-mine exploration takes place on satellite properties that are currently non-producing assets, which have the potential to yield new sources of ore and possibly give rise to new mines.

 

The mine’s exploration title holdings are in the form of 358 registered mining claims and a 2,120 ha mining lease (registered number 40) in the Gwanda Greenstone Belt. These claims include a small number under option and cover an area of approximately 3,500 ha.

 

The blocks of claims pegged as follows:

 

·348 are registered as precious metal (gold) blocks covering 2,818ha.; and

 

·10 claims were pegged and are registered as base metal (Cu, Ni, As) blocks, covering an area of 721 ha.

 

No underground exploration drilling was budgeted for the year on Blanket Mine due to the unavailability of drilling platforms, unlike in the previous year when 9,824 metres were drilled. A total of 1,910.33 metres were drilled on surface at GG Mine and Valentine prospect. Exploration drilling will ramp up on establishment new drilling platforms.

 

 35 

 

 

Mineral Reserve Calculations

 

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

 

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

 

Mineral Reserve ClassificationStope GradeStope TonnesGold Content
g/tktkgounces
Proven3.331,2134,043130,001
Probable3.403,59112,215392,722
Total3.384,80416,259522,723

 

Notes:

1.       Tonnages refer to tonnes delivered to the metallurgical plant.

2.       All figures are in metric tonnes.

3.       Mineral Reserve cut-off of 2.10 g/t applied for Blanket Mine.

4.       Cut-off calculated: USD/oz. = 1,240; Direct Cash Cost (C1) = USD71 /t milled.

5.       Tonnage and grade have been rounded and this may result in minor adding discrepancies.

6.       Mineral Reserves are reported as total Mineral Reserves and are not attributed.

 

The mineral reserves information is from an internal reserve update as at July 31, 2018. It is based on Blanket Mine’s life-of-mine plan, applying applicable modifying factors. Refer to the technical report dated February 13, 2018 entitled “National Instrument 43-101 Technical Report on the Blanket Mine, Gwanda Area, Zimbabwe (updated February 2018), a copy of which was filed by the Company on SEDAR on March 2, 2018, for key assumptions, parameters, and methods used to estimate the mineral reserves and risks that could materially affect the potential development of the mineral reserves. An independently verified NI 43-101 Technical Report is due to be published in Q2 of fiscal 2021 which shall include revised mineral reserve estimates as at 31 December 2019.

 

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

 

Access to the Property, Power and Water Supply

 

Access to the Blanket Mine is by an all-weather single lane tarred road from Gwanda. Gwanda is linked by national highways to Bulawayo, Harare and the Beitbridge Border post. Earlier, Zimbabwe had good road infrastructure. However, lack of investment over the past ten to fifteen years resulted in its deterioration; substantial investment is required country-wide. The railway line connecting the Zimbabwean national network to South Africa passes through Gwanda. An airstrip for light aircraft is located 5 km to the northwest of the town. Blanket power is supplied primarily from ZESA. Blanket also has a combined 18MVA of installed stand-by diesel generating capacity which is sufficient to allow all mining and processing activities and shaft-sinking work at the Central Shaft to continue if there are any interruptions to the ZESA supply. Water to the mine and its township is supplied through the Mtshabezi river, on-mine boreholes and the Gwanda municipality.

 

Caledonia’s approach to the electricity situation is threefold:

 

i.continue to engage constructively with ZESA with the objective of securing cheap, reliable and stable power from the grid. This includes agreeing a realistic electricity pricing formula in the context of the current monetary conditions; assisting ZESA to repair and maintain its equipment and participating in an industry-wide scheme to import power. On August 9, 2019 Blanket signed a new power supply agreement in terms of which Blanket will receive uninterrupted power in return for a US Dollar-denominated tariff which, although cheaper than the tariff which prevailed until December 31, 2018, is still sufficient to allow ZESA to import power so that (subject to the availability of power in neighboring countries) it can keep its supply commitment to the participants in the scheme. This arrangement has worked reasonably well, although Blanket continues to experience less severe outages during periods when South Africa’s electricity system has come under pressure;

 

ii.utilise Blanket’s standby diesel generating capacity. Blanket has 18MVA of installed diesel generators which is enough to maintain production and allow work to continue on the Central Shaft. However, diesel generators are not a long-term solution to the electricity problem: diesel power is expensive and requires large quantities of diesel which is environmentally damaging and is not always easily available; and

 

iii.install a 12MWac solar power plant to supply some of Blanket’s requirements.

 

 36 

 

 

The status of the project is as follows:

 

·the 40-hectare site for the project has been cleared and fenced and is ready for civil work to commence;

 

·Caledonia has obtained the necessary licences and permits for the project;

 

·On October 7, 2020 the Company announced it had appointed Voltalia, an international renewable energy provider, as contractor for the project;

 

·Caledonia and Voltalia have entered into an EPC contract; procurement and construction are expected to begin imminently with current indicated commissioning for the 12MWac solar plant in the first quarter of 2022.

 

Blanket Claims

 

Blanket Mine's exploration interests in Zimbabwe include operating claims (i.e. on-mine), non-operating claims and a portfolio of brownfield exploration projects ("Satellite Prospects").

 

Blanket Mine operates under a mining lease with registered number 40 issued under the Mines and Minerals Act of 1961 (Chapter 21:05). A copy is exhibited at Exhibit 4.9.

 

Blanket Mine also had a number of registered claims, not incorporated under the lease, which include Oqueil, Valentine, Sheet, Mbudzane, Mascot, Eagle Vulture, Abercorn, Rubicon and others. Mascot, Eagle Vulture and Penzance claims were recently sold, as noted above.

 

The mine’s claims under the lease cover an area of 2,120 hectares, and incorporated the claims of Lima, Sheet, Oqueil, Feudal, Sabiwa, Jethro, Harvard and Blanket claims.

 

Prior Ownership and Ownership Changes – Blanket Mine

 

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

 

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

 

The Blanket Mine is currently 64% indirectly owned and operated by Caledonia, which initially completed the purchase of the mine from Kinross on 1 April 2006. The Blanket Mine re-started production in April 2009 after a temporary shut-down due to the economic difficulties in Zimbabwe.

 

ITEM 4A - UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

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

 

 37 

 

 

A.Operating Results

 

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

 

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

 

Revenue

 

Revenue increased to $100,002,000 in fiscal year 2020 from $75,826,000 in fiscal year 2019 (2018: $68,399,000). Gold produced was 57,899 oz. (2019: 55,182 oz.; 2018: 54,511 oz.). The increase in revenue was due to an increase in the average realized gold price received to $1,749 per oz. (2019: $1,382 per oz.; 2018: $1,245 per oz.) and increase in quantity of gold sold (see below).

 

Gold price

 

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

 

Our revenues are derived from the sale of gold produced by the Blanket Mine. As a result, our revenues are directly influenced by the average realized gold price obtained from the sale of gold. The gold prices obtained may fluctuate widely and are influenced by factors beyond the control of the Company. The table below indicates the average realized gold price per ounce obtained for the 2020, 2019 and 2018 fiscal years.

 

$’000  2018   2019   2020 
Revenue (IFRS)  68,399   75,826   100,002 
Revenue from silver sales  (61)  (64)  (86)
Revenue from gold sales  68,338   75,762   99,916 
Gold ounces sold  54,899   54,801   57,137 
Average realized gold price per ounce  1,245   1,382   1,749 

 

Gold produced

 

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

 

Blanket Mine Production Statistics
 Year

Tonnes Milled

(t)

Gold Head (Feed) Grade

(g/t Au)

Gold Recovery

(%)

Gold Produced

(oz.)

Quarter 12018123,6283.4893.412,924
Quarter 22018132,5853.1992.812,657
Quarter 32018151,1603.1292.613,978
Quarter 42018153,5403.2792.814,952
Year2018560,9133.2692.954,511
Quarter 12019122,3893.2693.411,948
Quarter 22019136,2623.1193.212,712
Quarter 32019142,7063.1993.213,646
Quarter 42019155,3893.6193.816,876
Year2019556,7463.2693.455,182
Quarter 12020140,9223.3593.814,233
Quarter 22020143,2103.1393.913,499
Quarter 32020157,3433.1993.915,155
Quarter 42020156,4873.1993.515,012
Year2020597,9623.2193.857,899

 

 38 

 

 

Ounces produced increased by 4.9% mostly due to the increased tonnes milled and higher recovery, the effect of which was offset somewhat by a lower grade. Tonnes milled in the year were 7.5% higher than 2019. Mine production in the first part of 2020 was only slightly adversely affected by measures taken by the Zimbabwe Government in response to the COVID-19 pandemic. Although Blanket obtained permission to maintain operations during this lockdown, it was obliged to change its operating procedures to reduce the risk of transmission of the virus amongst its workers. During this initial lockdown period, Blanket achieved production at approximately 93% of target using its inventories of consumables and spare parts. The second quarter of 2020 saw an improvement due to exemptions granted to Blanket, and the Zimbabwean mining industry in general, from the lockdown provisions in Zimbabwe and they were encouraged to resume full operation as quickly as possible.

 

Blanket’s improved operating performance resulted in a record level of production in 2020 which, in conjunction with a stronger gold price, resulted in an improvement in gross profit.

 

Production cost

 

Production cost includes salaries and wages, on mine administration, consumable materials and electricity and other related costs incurred in the production of gold. Production cost for 2020, 2019 and 2018 is summarized below.

 

$ ‘000  2018   2019   2020 
Salaries and wages  13,160   13,905   16,122 
Consumable materials – Operations  12,143   13,020   14,938 
Consumable materials – COVID-19        824 
Electricity costs  9,313   6,383   8,312 
Site restoration  84       
Safety  592   525   708 
Cash-settled share-based expense (note 30.1(a))  43   107   634 
On mine administration  3,569   2,159   1,800 
Pre-feasibility exploration costs  411   301   373 
   39,315   36,400   43,711 

 

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

 

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

 

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

 

 i.On-mine cost per ounce, which shows the on-mine costs of producing an ounce of gold and includes direct labour, electricity, consumables and other costs that are incurred at the mine including insurance, security and on-mine administration;
   
 ii.All-in sustaining cost (“AISC”) per ounce, which shows the on-mine cost per ounce plus royalty paid, additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg, London and Jersey), costs associated with maintaining the operating infrastructure and reserve base that are required to maintain production at the current levels (sustaining capital investment), the share-based expense (or credit) arising from the long-term incentive plan awards (the “LTIPs”) less silver by-product revenue. The all-in sustaining cost also includes as a credit (i.e. as a deduction from costs) any revenue from the gold support price (or its predecessor); and
   
 iii.All-in cost per ounce, which shows AISC per ounce plus the additional costs associated with activities that are undertaken to increase production (expansion capital investment).

 

 39 

 

 

($’000’s unless otherwise indicated)      
   2018   2019   2020 
Production cost (IFRS)  39,315   36,400   43,711 
Less exploration and site restoration costs  (1,003)  (826)  (708)
Cash-settled share-based payment expense - allocated to production cost  (43)  (107)  (634)
COVID-19 expenses included in operating cost  -   -   (1,038)
Other cost  (395)  212   1,201 
On-mine production cost  37,874   35,679   42,532 
             
Gold sales (oz.)  54,899   54,801   57,137 
On-mine cost per ounce ($/oz.)  690   651   744 
             
Royalty  3,426   3,854   5,007 
ECI  (6,482)  (1,930)  (4,695)
Exploration, remediation and permitting cost  305   416   468 
Sustaining capital development  2,154   565   760 
Administrative expenses  6,465   5,637   7,997 
Silver by-product credit  (61)  (64)  (86)
Cash-settled share-based payment expense  315   689   1,413 
Cash-settled share-based payments expense - allocated to production cost  43   107   634 
All in sustaining cost  44,039   44,953   54,030 
             
Gold sales (oz.)  54,899   54,801   57,137 
AISC per ounce ($/oz.)  802   820   946 
             
Solar expenses  -   160   230 
COVID-19 donations  -   -   1,322 
COVID-19 expenses  -   -   1,038 
Permitting and exploration expenses  132   132   373 
Non-sustaining capital expenses  17,760   20,030   24,018 
Total all in cost  61,719   65,275   81,011 
             
Gold sales (oz.)  54,899   54,801   57,137 
All-in cost per ounce ($/oz.)  1,124   1,191   1,418 
             

 

On-Mine cost

 

On-mine cost comprises labour, electricity, consumables and other costs such as security and insurance. Production costs are detailed in note 9 to the Consolidated Financial Statements. The on-mine cost per ounce of gold sold increased by 14% compared to 2019 due to the lower grade and was adversely affected by increased maintenance costs for the underground trackless equipment. To reduce capital costs, the fleet largely comprised refurbished, second-hand equipment which requires more maintenance. Due to travel restrictions relating to the COVID-19 pandemic, the Johannesburg-based contractor who was engaged to supervise and optimise the maintenance schedule was unable to travel to Blanket. The maintenance programme has been re-instated and the fleet is being replaced with new equipment. The on-mine cost per ounce of gold sold in the last quarter of 2020 excludes the costs relating to 1,585 ounces of work in progress which was sold immediately after the end of the quarter.

 

On mine costs include certain costs that are beyond the control of management which include costs relating to COVID-19 (e.g. items of PPE, sanitisers etc); the cost of running diesel generators due to the instability of the grid electricity supply, cash settled share based expenses for employees at the mine (which expense is largely determined by the performance of the Company’s share price) and pre-feasibility exploration costs.

 

 40 

 

 

All-in sustaining cost

 

All-in sustaining cost for the year was 15% higher than 2019. The increase was due to the higher on-mine cost per ounce as discussed above and the cost of increased insurance cover for directors and officers and increased wages and salaries. Refer below and to note 13 of the Consolidated Financial Statements for details on administrative expenses.

 

All-in cost

 

All-in cost includes investment in expansion projects which remained at a high level due to the continued investment at Blanket.

 

Other significant matters affecting profitability

 

Foreign exchange gains

 

On October 1, 2018 the RBZ issued a directive to Zimbabwean banks to separate foreign currency from RTGS$ on the accounts held by their clients and pegged the RTGS$ at 1:1 to the US Dollar. On February 20, 2019 the RBZ issued a further monetary policy statement, which allowed inter-bank trading between RTGS$ and foreign currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 81.79 to 1 US Dollar as at December 31, 2020 (2019: 16.77 RTGS$). Throughout these announcements and to the date of issue of the Consolidated Financial Statements the US Dollar has remained the primary currency in which the Group’s Zimbabwean entities operate and the functional currency of these entities.

 

Previously there was uncertainty as to what currency would be used to settle amounts owed to the Zimbabwe Government. S.I. 142 clarified the Zimbabwean Government’s intentions that these liabilities were always denominated in RTGS$ and that RTGS$ would be the currency in which they would be settled. The devaluation of the deferred tax and electricity liabilities contributed the largest portion of the foreign exchange gain set out below. Further, the Company participated in the foreign currency auction introduced by the Zimbabwean Government to exchange RTGS$ for US Dollars during 2021 and accordingly obtained allotments from the RBZ.

 

The table below illustrates the effect that the weakening of the RTGS$ and other non-RTGS$ currencies had, against the US Dollar, on the statement of profit or loss and other comprehensive income.

 

   2018   2019   2020 
             
Unrealized Foreign exchange (loss)/gain  230   31,411   8,367 
Realised foreign exchange (loss)  (7)  (1,750)  (4,062)
Net foreign exchange (loss)/gain  223   29,661   4,305 

 

Administrative expenses

 

Administrative expenses increased by 42% from the previous year, principally due to increased professional and advisory fees, higher wages and salaries and an increased cost of insurance cover for directors and officers. Increases in these areas were offset somewhat by lower travel and investor relations costs due to restrictions on travel resulting from the COVID-19 pandemic.

 

Professional and advisory fees were $496 higher in the year compared to 2019. The increase was due to, inter alia:

 

·Costs of evaluating potential investment opportunities, which culminated in the conclusion of option agreements over two exploration opportunities (Connemara and Glen Hume);

 

·Costs associated with the Company’s voluntary de-listing of its shares from the TSX. Since the de-listing the liquidity of the Company’s shares on the NYSE American has increased substantially compared to the combined liquidity on NYSE American and TSX before the de-listing;

 

·Costs of preparing documentation which culminated in the raising of $13m (before fees and expenses) by the issue of new shares; and

 

·Costs relating to the proposed solar project prior to the board decision to proceed.

 

 41 

 

 

Wages and salaries increased by $1,035 in the year compared to 2019. The increase was due to an increase in personnel in the areas of geology, rock mechanics and investor relations, and incentive payments to senior management to reflect the improved financial and operating performance in the year and the near completion of the Central Shaft.

 

The cost of directors and officers insurance cover increased from $86 in 2019 to $1,032. This considerable increase was explained to the Company as being due to several factors including a hardening of market conditions for directors and officers insurance, the exiting of the market by many insurance companies who are unwilling to write new lines of directors and officers insurance, anxieties due to the anticipated negative effects of the COVID-19 pandemic and a changing appetite of insurance companies towards taking on mining risks and in particular mining companies whose shares are traded in the United States (where derivative actions are more common).

 

Administrative expenses are further analyzed in note 14 of the Consolidated Financial Statements.

 

Other expenses

 

Other expenses increased by 698% in 2020 compared to 2019. The substantial increase is mostly due to donations of $1,322 in the year to the local community to assist its efforts to address the COVID-19 pandemic and an expense of $2,930 arising on the impairment of the Mascot, Eagle Vulture and Penzance exploration assets that have been sold. Other expenses are detailed in note 13 to the Consolidated Financial Statements.

 

Government grant – Gold sale export credit incentive

 

From May 2016 the RBZ announced an export credit incentive (“ECI”) on the gold proceeds received for all largescale gold producers. On January 1, 2018 the ECI decreased from 3.5% to 2.5%, on February 1, 2018 increased to 10% and on March 10, 2020 increased to 25%. All incentives granted by the Zimbabwean Government were included in other income when determined receivable. All receipts were received in Blanket Mine’s RTGS$ account. The ECI was cancelled after June 26, 2020. Refer to note 10 of the Consolidated Financial Statements for amounts received.

 

Gold hedge

 

The Company entered into a hedge in November 2019 for economic hedging purposes to ensure sufficient cash availability for Blanket Mine’s capital investment plan, rather than as a speculative investment. Refer to note 23 of the Consolidated Financial Statements for more information on the gold hedge.

 

Gold ETF

 

In April 2020 the South African subsidiary, Caledonia Mining South Africa Proprietary Limited, purchased a Gold ETF through Standard Bank Limited utilised to invest excess short-term Rands on hand at the South African subsidiary. Refer to note 23 of the Consolidated Financial Statements for more information on the Gold ETF.

 

 

 

 42 

 

 

Share-based payment awards

 

Certain management and employees within the Group are granted Restricted Share Units (“RSUs”) and Performance Units (”PUs”) pursuant to provisions of the 2015 Omnibus Equity Incentive Compensation Plan (“OEICP”). All RSUs and PUs were granted and approved at the discretion of the Compensation Committee of the Board of Directors.

 

RSUs vest three years after grant date given that the service condition of the relevant employees have been fulfilled. The value of the vested RSUs is the number of RSUs vested (which includes dividend reinvestments into further RSUs) multiplied by the fair market value of the Company’s shares, as specified by the OEICP, on the date of settlement.

 

PUs have a performance condition based on gold production and a performance period of three years, with most unitholders’ PUs vesting in equal tranches over each of the three years (whereas senior executives’ PUs all vest on the third anniversary). The number of PUs that vest will be the relevant PUs multiplied by the performance multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations on the date of the award.

 

RSU holders are entitled to receive dividends over the vesting period. Such dividends will be reinvested in additional RSUs at the then applicable share price. PUs have rights to dividends only after they have vested.

 

RSUs and PUs allow for settlement of the vesting date value in cash or shares issuable at fair market value or a combination of both at the discretion of the unitholder.

 

Refer to note 30.1 of the Consolidated Financial Statements for more information on the share-based payment awards.

 

During 2019 and 2020 an aggregate of 279,889 PUs and 17,585 RSUs were awarded to executives as well as to certain senior management and certain employees within the companies in the Group. On January 11, 2021, 78,883 PUs were granted to certain employees within the Group. An example of the award agreements are disclosed as Exhibits 4.6, 4.7 and 4.8. Refer to note 30.1(a) of the Consolidated Financial Statement for a further analysis of cash-settled share-based payments granted.

 

Caledonia Mining South Africa employee incentive scheme

 

From July 2017, Caledonia Mining South Africa Proprietary Limited granted 52,282 awards respectively to certain of its employees that entitle them to a cash pay-out at the Company’s share price on November 30 each year over a 3-year period from the grant date. Refer to note 30.1(b) of the Consolidated Financial Statements for more information on the awards.

 

Adjusted earnings per share

 

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

 

 

 

 43 

 

 

Reconciliation of Adjusted Earnings per Share (“Adjusted EPS”) to IFRS Profit Attributable to Owners of the Company

($’000’s unless otherwise indicated)

       
   *2018   2019   2020 
Profit for the year (IFRS)  13,756   50,401   25,257 
Profit for the year attributable to non-controlling interests  (2,990)  (8,383)  (4,477)
Profit attributable to owners of the Company  10,766   42,018   20,780 
Blanket Mine Employee Trust adjustment  (280)  (986)  (485)
Earnings (IFRS)  10,486   41,032   20,295 
Weighted average shares in issue  10,603   10,742   11,704 
IFRS EPS (cents)  99   382   173 
             
Add back/(deduct) amounts in respect of foreign exchange gains and losses:            
Realised net foreign exchange losses  5   1,648   4,062 
- less tax  (1)  (414)  (1,006)
- less non-controlling interest  (1)  (198)  (383)
Unrealized net foreign exchange losses/(gains)  (230)  (31,309)  (8,369)
- less tax  55   519   2,158 
- less non-controlling interest  16   5,000   836 
Adjusted IFRS profit excl. foreign exchange  10,330   16,278   17,593 
Weighted average shares in issue  10,603   10,742   11,704 
Adjusted IFRS EPS excl foreign exchange (cents)  97   152   150 
             
Add back/(deduct) amounts in respect of:            
Reversal of Blanket Mine Employee Trust adjustment  280   986   485 
Impairment of E&E assets  -   -   2,930 
Deferred tax  3,607   2,460   3,523 
Deferred tax net of non-controlling interest  (601)  (477)  (900)
Hedge loss  360   601   266 
Equity-settled share-based expense  14   -   - 
Profit on sale of subsidiary  -   (4,409)  - 
Adjusted profit  13,990   15,439   23,897 
Weighted average shares in issue (m)  10,603   10,742   11,704 
Adjusted EPS (cents)  132   144   204 
             
*Restated period and numbers for the reversal of realised foreign exchange and the reversal of Blanket Mine Employee Trust adjustment.

 

B.Liquidity and Capital Resources

 

Cash and cash equivalents

 

$’000  2018   2019   2020 
Bank balances  11,187   9,383   19,092 
Cash and cash equivalents in the statements of financial position  11,187   9,383   19,092 
Bank overdraft used for cash management purposes  -   (409)  - 
Cash and cash equivalents in the statements of cash flows  11,187   8,893   19,092 

 

 

 44 

 

 

Blanket Mine has arranged unsecured overdraft facilities with the following banks and terms.

 

Overdraft facilities Denomination RTGS$ Interest rate
Stanbic Bank  15,000,000   55%
First Capital Bank  10,000,000   55%

 

As at year end, Caledonia’s cash was held in the following jurisdictions:

 

$’000  2018   2019   2020 
Jersey, Channel Islands  1,954   1,146   11,243 
United Kingdom  1,311   1,735   1 
South Africa  2,931   2,513   2,732 
Zimbabwe (net of overdraft)  4,991   3,499   5,116 
Total  11,187   8,893   19,092 

 

An analysis of the sources and uses of Caledonia’s cash is set out in the Consolidated Statements of Cash Flows in the Consolidated Financial Statements.

 

As of December 31, 2020, Caledonia had a working capital surplus of $34,622,000 (2019: $19,960,000; 2018: $15,970,000). As of December 31, 2020, Caledonia had potential liabilities for rehabilitation work on Blanket (2020 and prior) – if and when those mines permanently close – at an estimated present value cost of $3,567,000 (2019: $3,346,000; 2018: $3,309,000). The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue its mining operations and exploration activities.

 

The Company’s primary objective with respect to its capital management is to ensure that it has enough cash resources to maintain its ongoing operations, to provide returns for shareholders, complete the investment plan and accommodate any asset retirement obligation. Refer to note 33 of the Consolidated Financial Statements for information on the type of financial instruments used and the maturity profiles thereof. Management believes that the current working capital and future production cash proceeds will be enough to meet its capital requirements.

 

Blanket foreign exchange approval requirements

 

Approval from the RBZ is required for the remittance of dividends declared from Zimbabwe, for the repayment of loans and advances from Blanket Mine to Caledonia and the repayment of capital and consumables purchased from Caledonia Mining South Africa Proprietary Limited. During 2020 Caledonia obtained the necessary approvals from the RBZ to obtain foreign currency to conduct normal business operations.

 

C.Research and development, patents and licenses, etc.

 

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

 

D.Trend Information

 

Production Guidance

 

Production for 2020 was 57,899 ounces, which was towards the upper end of the revised guidance range of 55,000 to 58,000 ounces. Refer to Item 5.A – gold produced for further discussion and detail of actual production.

 

Production guidance for 2021 is between 61,000 and 67,000 ounces.

 

 45 

 

 

Cost Guidance

 

The estimated on-mine cost for 2020 was in the range of $693 to $767 per ounce and the estimated AISC for 2020 was a range of $951 to $1,033 per ounce. The actual on-mine cost per ounce for 2020 was $770 and actual AISC per ounce for 2020 was $1,083 - higher than guidance. Costs were above guidance due to higher on-mine costs relating to COVID-19 expenses and increased use of diesel generators; and higher administrative costs due to the increased cost of insurance cover and higher wages and salaries.

 

On-mine cost guidance for 2021 is in the range of $740 to $815 per ounce; guidance for AISC is $985 to $1,080 per ounce. The guidance for on-mine cost per ounce is higher than the on-mine cost per ounce guidance in 2020 due to the increased maintenance costs for the underground trackless equipment. To reduce capital costs, the fleet largely comprised refurbished, second-hand equipment which requires more maintenance. Due to travel restrictions relating to the COVID-19 pandemic, the Johannesburg-based contractor who was engaged to supervise and optimise the maintenance schedule was unable to travel to Blanket. The maintenance programme has been re-instated and the fleet is being replaced with new equipment.

 

E.Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements apart from the facilitation loans of $19.5 million which are not reflected as loans receivable for IFRS purposes (refer to note 6 of the Consolidated Financial Statements).

 

F.Tabular Disclosure of Contractual Obligations

 

As at December 31, 2020, the Company had the following contractual obligations:

 

Payments due by Period
$’000
  

Less than

1 year

   1-3 years   4-5 years   

More than

5 years

 
Trade and other payables  8,664   -   -   - 
Term loan facility  408   -   -   - 
Provisions  139   793   93   2,542 
Capital expenditure commitments  2,998   -   -   - 
Lease liabilities  61   178   -   - 
Cash-settled share-based payments  336   1,934   -   - 
Total  12,606   2,905   93   2,542 

 

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

 

G.Safe Harbor

 

The Company seeks safe harbor for our forward-looking statements contained in Items 5.E and F. See the heading "Cautionary Note Regarding Forward-Looking Statements" above.

 

 

 46 

 

 

ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A.Directors and Senior Management

 

The following is a list of our current directors and the Group’s senior management as of March 29, 2021.

 

Name, Office Held and Municipality of Residence Principal Occupations During Past Five Years Company position(s) held Since Number of Shares Beneficially Owned, Controlled or Directed as of March 29, 2021
       
Steven Curtis Chief Executive Officer & Director
Johannesburg, South Africa
 

Chief Executive Officer and director over certain subsidiary companies.

 

Director since 2008

Chief Executive Officer since 2014

 164,882
       

Leigh Wilson
Non-Executive Director & Chairman

Stuart, Florida, USA

 

Chairman of the Victory Portfolios

 Director since 2012 40,000
       

Nick Clarke

Non-Executive Director

East Molesey, United Kingdom

 Chairman and former Chief Executive Officer of Central Asia Metals Plc. Director since 2019 Nil
       

John Kelly
Non-Executive Director

New Canaan, Connecticut

 

Managing Partner of Active Capital Partners LLC (From January 2018)

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

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

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

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

 Director since 2012 16,330
       
Johan Holtzhausen
Non-Executive Director
Cape Town, South Africa
 Business consultant and Independent Director of DRDGOLD Limited. Director since 2013 19,825
       

Dana Roets
Chief Operating Officer
Johannesburg, South Africa

 Chief Operating Officer and director of certain subsidiary companies. Chief Operating Officer since 2013 Nil

 

 47 

 

 

Mark Learmonth
Chief Financial Officer & Director

Jersey, Channel Islands

 Chief Financial Officer and director of certain subsidiary companies. Chief Financial Officer since 2014, Director since 2015 and formerly Vice-President, Business Development since 2008 139,775
       

John McGloin

Non-Executive Director

Bishops Stortford, United Kingdom

 

 

Previous Executive Chairman and Chief Executive Officer of Amara Mining Plc. Current non-executive director of Perseus Mining Limited, non-executive director of Cornish Metals Inc., non-executive chairman of Oriole Resources Plc and non-executive director of Amphi Capital Limited.

 Director since 2016 Nil
       

Geralda Wildschutt

Non-Executive Director

Johannesburg, South Africa

 

Founder and CEO of Maisha Social Solutions Pty Ltd

Board member of SAICA ED Pty Ltd

Board member of The Hope Factory

Trustee of the Anglo American Namibia Foundation

Sustainability Consultant Gold Fields (2017, 2018)

 Director since 2021 Nil
       

Adam Chester

General Counsel, Company Secretary and Head of Risk and Compliance

Jersey, Channel Islands

 Solicitor of the Supreme Court of England and Wales. Partner at Walkers and advocate of the Royal Court of Jersey. General Counsel, Company Secretary and Head of Risk and Compliance since 2017 25,553
       

Caxton Mangezi

General Manager of Blanket Mine

Gwanda, Zimbabwe

 General Manager of Blanket Mine. General Manager of Blanket Mine since 1993 Nil

 

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

 

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

 

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

 

Mr. Steven Roy Curtis is a Chartered Accountant with over 36 years of experience and has held a number of senior financial positions in the manufacturing industry. Before joining Caledonia in April 2006, he was Director Finance and Supply Chain for Avery Dennison SA and, prior to this, Financial Director and then Managing Director of Jackstadt GmbH South African operation. Mr. Curtis is a member of the South African Institute of Chartered Accountants and graduated from the University of Cape Town.

 

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

 

Leigh WilsonNon-Executive Director and Chairman

 

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

 

 

 48 

 

 
Mr. Wilson has served on the Board of Trustees of a mutual fund complex managed by Victory Capital Management since 1993.  He currently serves as Independent Chairman of the Board. The mutual fund complex is the largest client of Victory Capital Management high of Trustees of the mutual fund complex managed by Victory Capital Management, an independent investment management firm with total assets and advisement as of December 31, 2019 of $61.8 billion.

 

In March 2006, Mr. Wilson received the Mutual Fund Trustee of the Year Award from Institutional Investor Magazine. Between March 2008 and October 2008, Mr. Wilson was an independent non-executive director of the Company.   Mr. Wilson was re-appointed to the Caledonia board as an independent non-executive director in May 2012 and was appointed Chairman in May 2013.

 

Nick ClarkeNon-Executive Director

 

Mr. Nick Clarke joined the Company’s board as a Non-Executive Director on September 23, 2019. Mr. Clarke, who is Chairman of Central Asia Metals PLC (AIM: CAML), is a highly experienced Chartered Engineer (CEng) with 46 years in the mining industry.  He has held senior positions in several resource companies and is well known as a successful executive in the sector having been involved in the construction of major mining projects and conducted several fundraisings on AIM and TSX.

 

He has an extensive background in managing AIM and TSX listed minerals companies including his current position as Chairman of Central Asia Metals PLC, where he was CEO from 2009 until 2016.  Between 2004 and 2008 he was Managing Director of Oriel Resources plc (AIM: ORI) and from 2006 to 2008 he was President and CEO of Lero Gold Corporation (TSX: LER). Mr. Clarke has significant experience as a non-executive director of a number of AIM and TSX listed resource companies having previously held non-executive directorships on the boards of Afcan Mining Corp. (TSX: AFK), Caledon Resources plc (AIM: CDN), Obtala Resources plc (AIM: OBT), Columbus Copper Corp (TSX: CCU) and Sunkar Resources plc (AIM: SKR).

 

Mr. Clarke is an Associate of Camborne School of Mines (ACSM). He is a trustee of the Camborne School of Mines Trust and is a member of the Institution of Materials Minerals & Mining (MIMMM).

 

John KellyNon-Executive Director

 

Mr. John Lawson Kelly has over 37 years of experience in the financial services industry in the U.S.A and international markets including emerging markets in Asia. Mr. Kelly is currently Managing Partner of Active Capital Partners LLC, an Independent Trustee of the Victory Funds and a non-executive Member of CrossRoad LLC.  Within the last five years, Mr. Kelly has also been a partner of McCarvill Capital Partners and adviser to EndGate Commodities LLC.  Mr. Kelly is a graduate of Yale University and the Yale School of Management.

 

Mr. Kelly was appointed to the Caledonia board as an independent non-executive director in May 2012.

 

Johan Holtzhausen – Non-Executive Director

 

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

 

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

 

 49 

 

 

Dana Roets – Chief Operating Officer

 

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

 

Mark Learmonth Director and Chief Financial Officer

 

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

 

Mr. Learmonth was appointed Vice-President Finance, Chief Financial Officer of the Company in November 2014. Mr. Learmonth was responsible for Investor Relations and Corporate Development of the Company until the appointment of Mr. Maurice Mason. Responsibilities for Investor Relations was appointed to Mrs. Camilla Horsfall in September 2020.

 

John McGloin – Non-Executive Director

 

John McGloin is the former Chairman and Chief Executive of Amara Mining and is currently a non-executive director of Perseus Mining Limited, a non-executive director of Cornish Metals Inc., the non-executive chairman of Oriole Resources Plc and a non-executive director of Amphi Capital Limited. Mr. McGloin joined Caledonia in August 2016. He is a geologist and graduate of Camborne School of Mines.

 

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

 

Geralda Wildschutt – Non-Executive Director

 

Geralda has over 25 years’ experience in stakeholder engagement, corporate social responsibility, community development and social performance across mining, renewable energy, banking and the social sector. She has worked across Africa, Latin America, Australia and Canada.

 

In mining, she has been a consultant to Anglo American, Gold Fields, Ivanhoe Mines and South32 on a range of ESG topics. She has held senior positions at Anglo American, Gold Fields, ABSA/ Barclays Group and Ashoka: Innovators for the Public. Geralda hold a Masters degree in Psychology from the University of Cape Town, an MBA from the Business School of the Netherlands and a post-graduate Certificate in Cross-sector Partnerships from Cambridge University.

 

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

 

In January 2017 Mr. Adam Chester joined the management team as General Counsel, Company Secretary and Head of Risk and Compliance. Mr. Chester is a dual qualified lawyer (England and Jersey, Channel Islands) and previously worked as a solicitor of the Supreme Court of England and Wales at international law firms in the City of London and, more recently, as an advocate of the Royal Court of Jersey at an international offshore law firm in which he was a partner. He has nearly 20 years’ experience advising businesses and individuals on a variety of commercial and corporate legal issues.

 

Caxton Mangezi – Generak Manager of Blanket Mines

 

Mr. Caxton Mangezi is a qualified miner and mine manager. He has worked at Blanket since 1969 in a range of roles including geological technician, overseer miner and underground manager.

 

Mr. Mangezi has been General Manager of Blanket Mine since 1993, with full responsibility for day-to-day operations. Mr. Mangezi also serves as director on certain Zimbabwean subsidiary companies.

 

 50 

 

 

Arrangements, Understandings, etc.

 

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

 

Compensation

 

Summary Compensation Table

 

Name and principal positionYearSalary ($)Share-based awards ($)(1)Option-based awards

Non-equity incentive plan compensation

($)

Pension value

($)

All other

compensation

($)

Total compensation

($)

(a)(b)(c)(d)(e)(f)(g)(h)(2)(i)
     Annual incentive plans (1)Long term incentive plans   

Steven Curtis

Chief Executive Officer

2020

2019

2018

 

470,478 459,900

450,000

 

380,477 200,391

80,562

 

-

-

-

-

-

-

-

-

-

-

-

-

235,239 70,000

45,000

 

1,086,194 730,291

575,562

 

Dana Roets

Chief Operating Officer

2020

2019

2018

 

445,082 442,602

418,182

 

239,641 128,217

52,678

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

222,541 65,000

41,818

 

907,263 662,292

512,678

 

Mark Learmonth

Chief Financial Officer

2020

2019

2018

 

436,373 433,942

410,000

 

231,660 163,350

43,267

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

218,187 65,000

41,000

 

 

886,220 662,292

494,267

 

Caxton Mangezi

General Manager and Director of the Blanket Mine

2020

2019

2018

 

 

374,817 450,377

358,503

 

 

294,512 107,050

43,379

 

 

-

-

-

 

 

-

-

-

 

 

-

-

-

 

 

-

-

-

 

 

187,409 63,771

124,518

 

856,738 621,198

526,400

 

Adam Chester

General Counsel, Company Secretary and Head of Risk and Compliance

2020

2019

2018

 

286,952 281,744

273,872

 

 

 

133,840 73,046

14,936

 

 

 

-

-

-

 

-

-

-

 

-

-

-

 

-

-

-

 

38,510 29,773

32,768

 

 

 

459,302 384,563

321,576

 

 

 

 

(1)OEICP awards (also referred to herein as Long-term incentive plan or LTIPs) represents the non-cash expense amount as determined by the method described in note 30.1 of the Consolidated Financial Statements and are, following amendment to allow for settlement in shares as well as or instead of cash, considered to be share-based awards. Note 30.1(a) of the Consolidated Financial Statements indicates the amount that was issued as equity to Mr. Chester during 2020.
(2)Bonuses paid to directors and key management (Refer to note 36 of the Consolidated Financial Statements)

 

Non-executive director fees were paid in equal quarterly instalments in arrears during 2020. From January 1, 2020 to December 31, 2020 the approved non-executive director fees amounted to $63,750 p.a. payable to non-executive directors other than Mr. Nick Clarke who received $67,500 for his services in 2020.

 

 

 51 

 

 

Long term incentive plan

 

The following key management members were granted RSUs and PUs, pursuant to the provisions of the OEICP. The outstanding RSUs and PUs as at December 31, 2020 were as follows:

 

Key management memberVesting dateRSUsPUs
Steve Curtis2022/01/11- 44,309
2023/01/11-16,547
Dana Roets2022/01/11- 27,898
2023/01/11-10,436
Mark Learmonth2022/01/11- 28,287
2023/01/11-10,231
Caxton Mangezi2022/01/11-23,533
2023/01/1117,9718,788
Adam Chester2023/01/11-7,103
2023/01/11-13,692
Total 17,971210,473

 

For further detail on the RSUs and PUs refer to note 30.1 (a) of the Consolidated Financial Statements.

 

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

 

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

 

B.Board Practices

 

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

 

AuditCompensationGovernanceNominationDisclosure
J HoltzhausenL WilsonL WilsonL WilsonM Learmonth
J McGloinJ KellyJ KellyJ HoltzhausenS Curtis
J KellyJ HoltzhausenJ McGloinJ McGloinD Roets
  G WildschuttN ClarkeC Horsfall
   J KellyA Chester
   G Wildschutt 
TechnicalStrategic Planning   
J HoltzhausenL Wilson   
D RoetsJ Kelly   
J McGloinS Curtis   
S CurtisM Learmonth   
N ClarkeD Roets   
 J McGloin   
 

J Holtzhausen

   
 M Mason   
 N Clarke   
 

G Wildschutt

   

 

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

 

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

 

 52 

 

 

Benefits upon termination are disclosed in note 36 of the Consolidated Financial Statements and an example contract is disclosed in Exhibit 4.2.

 

C.Employees

 

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

 

Geographic Location and Number of Employees:

 

Employee Location  2018   2019   2020 
Total Employees            
London, United Kingdom - Management and administration  1   1   2 
Jersey, Channel Islands - Management and administration  3   3   3 
South Africa - Management, procurement, administration and technical  15   13   16 
Zimbabwe - Mine operations (i)  1,445   1,569   1,697 
South Africa (Eersteling)  1   -   - 
Total Employees at all Locations  1,465   1,586   1,718 

 

Management and Administration:

 

Employee Locations:  2018   2019   2020 
London, United Kingdom - Management and administration  1   1   2 
Jersey, Channel Islands - Management and administration  3   3   3 
Zimbabwe - Mine operations  44   44   46 
South Africa - Management, procurement, administration and technical  14   12   15 
South Africa (Eersteling)  -   -   - 
Total Management and Administration  62   60   66 

 

D.Share Ownership

 

(a)The direct and indirect shareholdings of the Company’s directors, officers and senior management as at March 29, 2021 were as follows:

 

   Number of shares   Percentage share holding 
L Wilson  40,000   0.33%
S Curtis  164,882   1.36%
M Learmonth  139,775   1.15%
J. Kelly  16,330   0.13%
J Holtzhausen  19,825   0.16%
A Chester  25,553   0.21%
Total  447,882   3.68%

 

Refer to Item 6.A for a list of the Company’s directors, officers and senior management and number of shares held.

 

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

 

 53 

 

 

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

 

(b)Share purchase options outstanding as of March 29, 2021:

 

Name    Exercise Price CAD  Expiry Date  Number of Options 
J McGloin Non-Executive Director  11.50  October 13, 2021  18,000 
P Chidley Advisor  *9.30 August 25, 2024  5,000 
P Durham Advisor  *9.30 August 25, 2024  5,000 
TOTAL          28,000 

 

*The exercise price of CAD$9.30 per share was converted into a USD amount of $7.35 at the prevailing USD/CAD exchange rate at the date of grant (August 25, 2017).

 

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

 

ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A.Major Shareholders

 

To the best of Caledonia's knowledge, as at March 29, 2021, we are aware of the following beneficial owners that directly or indirectly exercise control or direction over more than 3% of the voting rights to our shares.

 

Beneficial owner name 2019 2020
   

Number of

Shares Held

   

Percentage of

Issued Shares

   

Number of

Shares Held

   

Percentage of

Issued Shares

 
Allan Gray (through two of its funds)  2,070,348   17.98%  1,957,391   16.15%
Sales promotion Services S.A./ Heinrich Auwärter  848,773   7.37%  663,773   5.48%
TD Ameritrade  884,647   7.68%  -   - 
Fremiro Investments (Private) Limited  727,266   6.32%  727,266   6.0%
Blackrock, Inc.  -   -   604,129   4.98%
Premier Miton Group PLC  -   -   399,925   3.30%

 

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

 

According to our share register and information received from our registrar on March 16, 2021 the shares of Caledonia (including those represented by depositary interests) were held in the following geographic locations:

 

Geographic Location based on the share register only  

Number of

Shares Held

   

Percentage of

Issued Shares

 
         
United Kingdom  3,294   0.03%
USA  11,378,381   93.89%
Canada  4,962   0.04%
Zimbabwe  727,266   6.0%
Other  4,920   0.04%
   12,118,823   100%

 

12,118,823 shares of the Company, as on March 16, 2021, are held by a total of 78 registered shareholders.

 

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

 

 54 

 

 

B.Related Party Transactions

 

No related party transactions exist, other than disclosed in note 36 of the Consolidated Financial Statements.

 

C.Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8 - FINANCIAL INFORMATION

 

A.Consolidated Statements and Other Financial Information

 

This Annual Report contains the audited Consolidated Financial Statements which comprise the consolidated statements of financial position as at December 31, 2020, December 31, 2019 and January 1, 2019 and the related consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018.

 

Reference is made to page 75 where the Consolidated Financial Statements are filed as part of this Annual Report on pages F1 – F67.

 

Legal Proceedings and Regulatory Actions

 

To our knowledge, there are no legal proceedings material to us to which we are or were a party to or of which any of our properties are or were the subject of during the financial year ended December 31, 2020 nor are there any such proceedings known to us to be contemplated which would materially impact our financial position or ability to continue as a going concern.

 

During the twelve months ended December 31, 2020, there were no (i) penalties or sanctions imposed against us by a court relating to securities legislation or by a securities regulatory authority; (ii) penalties or sanctions imposed by a court or regulatory body against us that would likely be considered important to a reasonable investor in making an investment decision, or (iii) settlement agreements we entered into before a court relating to securities legislation or with a securities regulatory authority.

 

Dividend policy

 

From 2014, the Company has paid a quarterly dividend (payable at the end of January, April, July and October each year, except for the dividend expected to be paid in April 2020 which was delayed by a month due to uncertainties related to the COVID-19 pandemic). The quarterly dividend declared was 6.875 cents per share in 2019 and was increased on several dates during 2020 and 2021 as set out below:

 

Declaration datecents per share
January 10, 20196.875
April 11, 20196.875
July 11, 20196.875
October 10, 20196.875
January 16, 20207.5
May 14, 20207.5
July 16, 20208.5
October 15, 202010.0
January 14, 202111.0

 

 55 

 

 

B.Significant Changes

 

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

 

ITEM 9 - THE OFFERING AND LISTING

 

A.Offering and Listing Details

 

The Company’s shares trade on the NYSE American and AIM under the trading symbol “CMCL”. Caledonia voluntary delisted its shares from the TSX on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.

 

B.Plan of Distribution

 

Not applicable.

 

C.Markets

 

The Company’s shares trade on the NYSE American and AIM under the trading symbol “CMCL”. Caledonia voluntary delisted its shares from the TSX on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.

 

D.Selling Shareholders

 

Not applicable.

 

E.Dilution

 

Not applicable.

 

F.Expenses of the Issue

 

Not applicable.

 

ITEM 10 - ADDITIONAL INFORMATION

 

A.Share Capital

 

Not Applicable.

 

B.Memorandum and Articles of Association

 

Securities Registrar

 

Computershare Inc. is the transfer agent and registrar for the shares at its principal office in Massachusetts. Computershare Investor Services PLC at its principal office in Bristol, United Kingdom is the transfer agent for the depositary interests.

 

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

 

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

 

 56 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Number of shares required for a director’s qualification.

 

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

 

Place of Incorporation and Purpose

 

The Company was incorporated, effective February 5, 1992, by the amalgamation of three predecessor companies. It was registered in terms of the Canada Business Corporations Act. The company re-domiciled to Jersey, Channel Islands, effective March 19, 2016 through the Continuance process. The Continuance had no appreciable effect on the Company’s listing in Toronto, the admission of its depositary interests to trading on AIM in London or the trading facility on the OTCQX (from July 27, 2017 the OTCQX trading ceased and shares commenced trading on NYSE American) and the Company’s securities continued to be traded on these listing and trading platforms after the Continuance process was completed. Caledonia voluntary delisted its shares from the TSX on June 19, 2020.

 

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

 

 57 

 

 

Articles of Association

 

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

 

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

 

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

 

Meetings of Shareholders

 

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

 

Limitations on the Right to Own Securities

 

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

 

Limitations on Restructuring

 

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

 

Disclosure of Share Ownership

 

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

 

 58 

 

 

Differences in Corporate Law between United States (Delaware) and Jersey, Channel Islands

 

Set forth below is a comparison of certain shareholder rights and corporate governance matters under Delaware law and Jersey law:

 

Corporate Law Issue

 

 Delaware Law   Jersey Law
Special Meetings of Shareholders Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder. 

Shareholders holding 10% or more of the company’s voting rights and entitled to vote at the relevant meeting may legally require directors to call a meeting of shareholders. Under the Articles, the percentage required to requisition a meeting is reduced to 5%.

 

The Jersey Financial Services Commission, or JFSC, may, at the request of any officer, secretary or shareholder, call or direct the calling of an annual general meeting. Failure to call an annual general meeting in accordance with the requirements of the Companies Law is a criminal offense on the part of a Jersey company and its directors and secretary.

     

Interested Director Transactions

 

 

Interested director transactions are permissible and may not be legally voided if:

• either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or

• the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.

 

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

 

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

 

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

 

The Articles set out a limited number of transactions and matters in which a director may be interested and in which he may vote and be counted in the quorum in relation to a resolution on the matter.

 

 

 59 

 

 

Cumulative Voting

 

 

The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.

 There are no provisions in the Companies Law relating to cumulative voting.
     
Approval of Corporate Matters by Written Consent 

Unless otherwise specified in a corporation’s certificate of incorporation, shareholders may take action permitted to be taken at an annual or special meeting, without a meeting, notice or a vote, if consents, in writing, setting forth the action, are signed by shareholders with not less than the minimum number of votes that would be necessary to authorize the action at a meeting. All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.

 

 

If permitted by the articles of association of a company, a written consent signed and passed by the specified majority of members may affect any matter that otherwise may be brought before a shareholders’ meeting, except for the removal of a company’s auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is signed by the specified majority of members or on such later date as is specified in the resolution.

 

The Articles do not contain provisions regarding shareholder resolutions in writing.

     
Business Combinations 

With certain exceptions, a merger, consolidation or sale of all or substantially all of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.

 

A sale or disposal of all or substantially all the assets of a Jersey company must be approved by the board of directors and, only if the articles of association of the company require, by the shareholders in general meeting. A merger involving a Jersey company must be generally documented in a merger agreement which must be approved by special resolution of that company.

     

Limitations on Director’s Liability and Indemnification of Directors and Officers

 

 

A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.

 

 

The Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty.

 

However, a Jersey company may exempt from liability, and indemnify directors and officers, for liabilities:

 

• incurred in defending any civil or criminal legal proceedings where:

 

- the person is either acquitted or receives a judgment in their favor;

 

- where the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or

 

- where the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person’s resistance to the proceedings;

 

 

 60 

 

 

    

• incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;

 

• incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty or breach of trust under Article 212 of the Companies Law in which relief is granted to the person by the court; or

 

• incurred in a case in which the company normally maintains insurance for persons other than directors.

     

Appraisal Rights

 

 

A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.

 There are no appraisal rights under the Companies Law but the Articles include dissent rights of shareholders, based on Canadian law, whereby shareholders who dissent to certain transactions of the Company may apply to have the Company buy their shares for fair value.
     

Shareholder Suits

 

 

Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.

 

 

Under Article 141 of the Companies Law, a shareholder may apply to court for relief on the ground that the conduct of a company’s affairs, including a proposed or actual act or omission by a company, is “unfairly prejudicial” to the interests of shareholders generally or of some part of shareholders, including at least the shareholder making the application.

 

There may also be customary law personal actions available to shareholders. Under Article 143 of the Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders.

 

 

 

 61 

 

 

Inspection of Books and Records 

All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.

 

 

The register of shareholders and books containing the minutes of general meetings or of meetings of any class of shareholders of a Jersey company must during business hours be open to the inspection of a shareholder of the company without charge. The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge.

     

Amendments to Charter

 

 

Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote.

 The memorandum of association and the articles of association of a Jersey company may only be amended by special resolution (being a two-thirds majority if the articles of association of the company do not specify a greater majority) passed by shareholders in general meeting or by written resolution signed by all the shareholders entitled to vote.
     
Blank Check Preferred Stock/Shares 

Under Delaware law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.

 

In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.

 

The UK’s Takeover Code requires a target company shareholders' consent in general meeting before the target company can take any action (other than seeking alternative bids) that may result in the frustration of a takeover bid. Moreover, the Takeover Code provides that the board of directors of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of a takeover bid.

 

 

 

 

 

 62 

 

 

Distributions and Dividends; Repurchases and Redemptions

 

Under Delaware law, subject to any restrictions contained in the certificate of incorporation, a corporation may pay dividends out of capital surplus or, if there is no surplus, out of net profits for the current and/or the preceding fiscal year in which the dividend is declared, as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by issued and outstanding shares having a preference upon the distribution of assets. Surplus is defined in Delaware law as the excess of the net assets over capital, as such capital may be adjusted by the board.

 

A Delaware corporation may purchase or redeem shares of any class except when its capital is impaired or would be impaired by the purchase or redemption, and it may not purchase, for more than the price at which they may be redeemed, any of its shares which are redeemable at the option of the corporation. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.

 

Under the Companies Law, a Jersey company may make a distribution at any time and out of any source provided that the directors of the company who authorize the distribution make an immediate and 12 month forward looking cash-flow solvency statement.

 

Likewise, authorizing directors must also make a solvency statement in the event of redeeming or purchasing the company’s shares.

 

The Companies Law allows a Jersey company to purchase its own shares, whether they are redeemable or not, provided that the purchase is sanctioned by a special resolution. The monies payable on the redemption of redeemable shares or on the purchase of its own shares by a Jersey company may be funded from any source, including capital, provided that such shares are fully paid.

 

If shares are to be purchased other than on a stock exchange, they may only be purchased pursuant to a contract approved in advance by an ordinary resolution of the company and they shall not carry the right to vote on the resolution sanctioning the purchase or approving the contract. If shares are to be purchased on a stock exchange, the resolution authorizing the purchase must specify the maximum number of shares to be purchased; the maximum and minimum prices which may be paid; and

the date (not being later than 5 years after the passing of the resolution) on which the authority to purchase is to expire.

 

C.Material Contracts

 

Not applicable.

 

D.Exchange Controls

 

There are no governmental laws, decrees or regulations existing in Jersey, Channel Islands, which restrict the export or import of capital, or the remittance of dividends, interest or other payments to non-resident holders of Caledonia's securities, nor does Jersey, Channel Islands have foreign exchange currency controls. Exchange control approvals from the RBZ and the Reserve Bank of South Africa are required on the flow of funds in and out of Zimbabwe and South Africa; Caledonia obtained the necessary approvals from the RBZ and the Reserve Bank of South Africa to transfer foreign currency during 2020.

 

 63 

 

 

E.Taxation

 

Certain United States Federal Income Tax Considerations

 

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

 

Scope of this Summary

 

Authorities

 

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

 

U.S. Holders

 

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

 

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

 

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

 

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, the following U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the USD; (e) own shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquired shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) hold shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to taxing jurisdictions other than, or in addition to, the United States; (i) are partnerships and other pass-through entities (and investors in such partnerships and entities); (j) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of the outstanding shares of the Company; (i) U.S. expatriates or former long-term residents of the U.S., or (k) are subject to special tax accounting rules with respect to shares. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal net investment income, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of shares.

 

 64 

 

 

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

 

Ownership and Disposition of shares

 

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

 

Taxation of Distributions

 

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

 

Sale or Other Taxable Disposition of Shares

 

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

 

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

 

Passive Foreign Investment Company (“PFIC”) Rules

 

If the Company were to constitute a PFIC for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of shares. The Company believes that it was not a PFIC for the tax year ended December 31, 2020. No opinion of legal counsel or ruling from the IRS concerning the status of the Company as a PFIC has been obtained or is currently planned to be requested. However, PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question and is determined annually. Additionally, the analysis depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Consequently, there can be no assurance that the Company has never been and will not become a PFIC for any tax year during which U.S. Holders hold shares.

 

 65 

 

 

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

 

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

 

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

 

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

 

U.S. Holders should be aware that, for each tax year, if any, that the Company is a PFIC, the Company can provide no assurances that it will satisfy the record-keeping requirements of a PFIC, or that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF election with respect to the Company or any subsidiary that also is classified as a PFIC.

 

Certain additional adverse rules may apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether the U.S. Holder makes a QEF Election. These rules include special rules that apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to these special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. U.S. Holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of shares, and the availability of certain U.S. tax elections under the PFIC rules.

 

Additional Considerations

 

Receipt of Foreign Currency

 

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

 

 66 

 

 

Foreign Tax Credit

 

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

 

Backup Withholding and Information Reporting

 

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

 

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

 

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

 

F.Dividends and Paying Agents

 

Not applicable.

 

G.Statement by Experts

 

Not applicable.

 

H.Documents on Display

 

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

 

 67 

 

 

We are subject to the informational requirements of the U.S. Exchange Act and file reports and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov.

 

We are required to file reports and other information with the securities commissions in Canada. You are invited to read and copy any reports, statements or other information, other than confidential filings, that we file with the provincial securities commissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval ("SEDAR") (www.sedar.com), the Canadian equivalent of the SEC's electronic document gathering and retrieval system.

 

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

 

I.Subsidiary Information

 

Not applicable.

 

ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of capital and protecting current and future Company assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets.

 

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

 

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

 

A.Currency Risk

 

The Group is exposed to currency risk to the extent that there is a mismatch between the currency that it transacts in and the functional currency. The results of the Group’s operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Group are reported in USD in the Consolidated Financial Statements.

 

The availability of foreign exchange and the fluctuation of the USD in relation to other currencies that entities, within the Group, may transact in will consequently have an impact upon the profitability of the Group and may also affect the value of the Group’s assets and liabilities. As noted below, the Group has certain financial assets and liabilities denominated in currencies other than the functional currency of the Company. To reduce exposure to currency transaction risk, the Group regularly reviews the currency in which it spends its cash to identify and avoid specific expenditures in currencies that experience inflationary pressures. Further the Group aims to maintain cash and cash equivalents in USD to avoid foreign exchange exposure and to meet short-term liquidity requirements.

 

 68 

 

 

B.Sensitivity Analysis

 

As a result of the Group’s monetary assets and liabilities denominated in foreign currencies which is different to the functional currency of the underlying entities, the profit or loss and equity in the underlying entities could be affected by movements between the functional currency and the foreign currency. The table below indicates consolidated monetary assets/ (liabilities) in the Group that have a different functional currency and foreign currency.

 

  2020
USD’000
 2019
USD’000
 2018
USD’000
  Functional currency Functional currency Functional currency
  ZAR USD ZAR USD ZAR USD
Cash and cash equivalents  59   1,959   57   4,176   57   8,147 
Trade and other receivables  -   249   -   1,735   -   126 
Trade and other payables  -   (174)  -   (179)  -   (345)
Term loan  -   408   -   (2,471)  -   (5,960)
Overdraft  -   -   -   (490)  -   - 
   59   2,442   57   2,771   57   1,968 

 

A reasonably possible strengthening or weakening of 5% of the various functional currencies against the foreign currencies would have the following equal or opposite effect on profit or loss before tax for the Group:

 

  2020
USD’000
 2019
USD’000
 2018
USD’000
  Functional currency Functional currency Functional currency
  ZAR USD ZAR USD ZAR USD
Cash and cash equivalents  3   103   3   199   3   388 
Trade and other receivables  -   12   -   82   -   6 
Trade and other payables  -   (8)  -   9   -   (16)
Term loan  -   19   -   (117)  -   (283)
Overdraft  -   -   -   (23)  -   - 
   3   126   3   150   3   95 

 

C.Interest Rate Risk

 

The Group's interest rate risk arises from loans and borrowings, overdraft facility and cash held. The loans and borrowings, overdraft facility and cash held have variable interest rate borrowings. Variable-rate borrowings expose the Group to cash flow interest rate risk. The Group has not entered into interest rate swap agreements.

 

The Group’s assets and (liabilities) exposed to interest rate fluctuations as at year-end are summarized as follows:

 

   2020   2019   2018 
Term loan  (408)  (2,471)  5,960 
Cash and cash equivalents  19,092   9,383   11,187 
Overdraft  -   (490)  - 

 

Interest rate risk arising is offset by available cash and cash equivalents. The table below summarizes the effect of a change in finance cost on the Group’s profit or loss and equity for the year, had the rates charged differed.

 

 69 

 

 

Sensitivity analysis – cash and cash equivalents

 

  2020 2019 2018
       
Increase in 100 basis points  191   94   111 
Decrease in 100 basis points  (191)  (94)  (111)

 

Sensitivity analysis – term loan

 

             
Increase in 100 basis points  4   (25)  (60)
Decrease in 100 basis points  (4)  25   60 

 

Sensitivity analysis – overdraft

 

             
Increase in 100 basis points  -   (5)  - 
Decrease in 100 basis points  -   5   - 

 

D.Concentration of Credit Risk

 

Credit risk is the risk of a financial loss to the Company if a debtor fails to meet its contractual obligation. From 2014, gold sales were made to Fidelity in Zimbabwe and the payment terms stipulated in the service delivery contract have been adhered to in all instances. Trade and other receivables are analysed in note 22 to the Consolidated Financial Statements and include $1.3 million (2019: $3.0 million; 2018: $2.7 million) due from Fidelity in respect of gold deliveries immediately prior to the close of business at the end of 2020 and $2.3 million (2019: $1.8 million; 2018: $2.7 million) due from the Zimbabwe Government in respect of VAT refunds. The amount due from Fidelity was paid in full after year-end; the outstanding balance at December 31, 2020 reflects a normal balance in the context of the timing of bullion shipments to Fidelity and payments from Fidelity for bullion received. The amount due in respect of the longer-outstanding VAT refunds were within the agreed terms and a portion was also received after year-end.

 

E.Liquidity Risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its liquidity risk by ensuring that there is enough cash to meet its likely cash requirements, after taking into account cash flows from operations and the Group’s holdings of cash and cash equivalents. The Group believes that these sources will be enough to cover the anticipated cash requirements. Senior management is also actively involved in the review and approval of planned expenditures by regularly monitoring cash flows from operations and anticipated investing and financing activities.

 

F.Market Risk – Gold Price

 

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

 

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

 

The Company has no hedges in place and is fully exposed to the gains or losses resulting from a higher or lower gold price.

 

ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

 70 

 

 

PART II

 

ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES

 

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

 

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

 

A. to D.

 

None.

 

E.Use of Proceeds

 

Not applicable.

 

ITEM 15 - CONTROLS AND PROCEDURES

 

A.Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, and assessed the design of the Company’s internal control over financial reporting as of December 31, 2020. As required by Rule 13(a)-15 under the Exchange Act, in connection with this Annual Report on Form 20-F, under the direction of our CEO and CFO, we have evaluated our disclosure controls and procedures as of December 31, 2020, and we have concluded our disclosure controls and procedures were effective as at December 31, 2020.

 

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

 

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

 

As of the date of this filing, we have in place controls and procedures to maintain appropriate segregation of duties in our manual and computer-based business processes that we believe are appropriate for a company of our size and extent of business transactions. Under the supervision and with the participation of the CEO and CFO, management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making their assessment, management used the control objectives established in the 2013 Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework. Based upon that assessment and those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

 

C.Attestation report of registered public accounting firm

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm as we qualify as an "emerging growth company" under section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and are therefore exempt from the attestation requirement.

 

 71 

 

 

D.Changes in internal controls over financial reporting

 

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

 

ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT

 

Caledonia’s board of directors has determined, as of March 29, 2021, that the three members of its Audit Committee are considered independent as defined under Canadian National Instrument 52-110 and as defined pursuant to Section 803 of the NYSE American LLC Company Guide (as such definition may be modified or supplemented) and considered to be financially literate as such terms are defined under Canadian National Instrument 52-110, and one of the members can be considered to be a financial expert as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. The financial expert serving on the Audit Committee is Mr. J. Holtzhausen, whose experience is disclosed in this Annual Report under Item 6.A “Directors and Senior Management”. Messrs. J. Holtzhausen, J. Kelly and J. McGloin are all independent directors under the applicable rules.

 

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

 

ITEM 16B - CODE OF ETHICS

 

On November 8, 2016 the registrant’s board of directors approved in principle, and the Company formally adopted on March 7, 2017, a revised code of business conduct, ethics and anti-bribery policy that applies to the registrant’s directors, CEO, CFO, principal accounting officer or controller, or persons performing similar functions, and all other employees and contractors. The code was further revised and the most recent updated version was adopted on November 10, 2020.

 

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

 

The Company has not granted any waiver from the Code of Ethics to the CEO, CFO, principal accounting officer or controller, or persons performing similar functions during the fiscal year 2020.

 

ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

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

 

 

   (1)(2)2020  (1)(2)2019
Audit fees  255,553   176,415 
Audit – related fees  -   - 
Tax fees  -   - 
All other fees  38,191   1,542 
TOTAL  293,744   177,957 

 

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

 

 72 

 

 

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

 

Not applicable.

 

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

 

Not applicable.

 

ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

 

At the conclusion of the 2018 AGM held on June 27, 2018, KPMG was not re-appointed as the auditor of the Company. At the 2018 AGM and at the subsequent AGMs held on May 8, 2019 and on May 6, 2020, the appointment and reappointment, respectively, of BDO as the auditor of the Company for the ensuing fiscal years was approved unanimously by way of a show of hands.

 

In connection with the change in accountants, there were no disagreements or reportable events.

 

ITEM 16G – CORPORATE GOVERNANCE

 

Because our securities are listed on NYSE American, being a national securities exchange in the United States, we are subject to the corporate governance requirements set out in the NYSE American LLC Company Guide. We are also subject to a variety of corporate governance guidelines and requirements enacted by the jurisdictions and exchanges in which we operate our business and on which our securities are traded. We incorporate a mix of corporate governance best practices to ensure that our corporate governance complies in all material respects with the requirements of the jurisdictions in which we operate and the exchanges on which our securities are traded. The Company has also adopted the UK’s Quoted Companies Alliance Corporate Governance Code and discloses on its website how it satisfies the ten principles of the Code. 

 

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

 

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

 

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

 

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

 

 73 

 

 

ITEM 16H - MINE SAFETY DISCLOSURE

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities with respect to mining operations and properties in the United States that are subject to regulation by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). During the year ended December 31, 2020, the Company had no mines in the United States that were subject to regulation by the MSHA under the Mine Act.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 74 

 

 

PART III

 

ITEM 17 - FINANCIAL STATEMENTS

 

See Item 18.

 

ITEM 18 - FINANCIAL STATEMENTS

 

The Consolidated Financial Statements and schedules appear on pages F-1 through F-67 of this Annual Report and are incorporated herein by reference. Our audited financial statements as prepared by our management and approved by the board of directors include:

 

Consolidated Statements of Profit or Loss and Other Comprehensive Income

Consolidated Statements of Financial Position

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

 

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

 

ITEM 19 – EXHIBITS

 

Financial Statements

 

Description Page
   
Consolidated Financial Statements and Notes F-1- F-67

 

Exhibit List

 

Exhibit No.Name
1.1Articles of Association (incorporated herein by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2016)
2.1Description of Registered Securities
4.1OEICP (revised 2020)
4.2Employment contracts/executive employment agreements (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2017)
4.3Share Subscription Agreements – Blanket Mine (incorporated herein by reference to Exhibit 15.4 to the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2015)
4.4Addendum to share subscription agreements – FREMIRO, GCSOT, NIEEF, BETS (incorporated herein by reference to Exhibit 4.4 of the Registrant’s Annual Report on Form 20-F filed with the SEC on April 2, 2018)
4.5Share Purchase Agreement by and between the Company and Fremiro, dated November 6, 2018 (incorporated herein by reference to Exhibit 4.5 of the Registrant’s Annual Report on Form 20-F filed with the SEC on March 28, 2019)
4.6January 11, 2019 PU award agreement and addendum example (incorporated herein by reference as Exhibit 4.6 of the Registrant’s Annual Report on Form 20-F filed with the SEC on March 28, 2019)
4.7January 11, 2020 RSU and PU award agreement example (incorporated herein by reference as Exhibit 4.7 of the Registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2020)
4.8January 11, 2021 PU award agreement example
4.9Mining Lease (incorporated herein by reference to Exhibit 4.9 of the registrant’s Annual Report on Form 20-F filed with the SEC on March 31, 2020)

 

 75 

 

 

Exhibit No.Name
8.1List of Caledonia Mining Corporation Plc group entities
12.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1Consent of BDO South Africa Incorporated
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 76 

 

 

SIGNATURES

 

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sight this Annual Report on its behalf.

 

 Caledonia Mining Corporation Plc 
    
 By:/s/ Mark Learmonth 
 Name:Mark Learmonth 
 Title:Chief Financial Officer 
 Date:March 29, 2021 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 77 

 

 

 

Report of Independent Registered Public Accounting Firm

 

Shareholders and Board of Directors

 

St Helier, Jersey, Channel Islands

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated statements of financial position of Caledonia Mining Corporation Plc and its subsidiaries (the “Group”) as of December 31, 2020, 2019 and January 1, 2019 the related consolidated statements of profit or loss and other comprehensive income, statements of changes in equity, and cash flows for each of the three ended December 31, 2020, 2019 and 2018 and the related notes (collectively referred to as the “consolidated financial statements”. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at December 31, 2020, 2019 and January 1, 2019 and the results of its operations and its cash flows for each of the three years ended December 31, 2020, 2019 and 2018 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

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

 

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

 

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

 

 

BDO South Africa Inc.

 

We have served as the Group's auditor since year 2018.

BDO South Africa Incorporated

Wanderers Office Park

52 Corlett Drive

Illovo, 2196

 

March 29, 2021

(date of signing consent)

 

 

 

BDO South Africa Incorporated
Registration number: 1995/002310/21
Practice number: 905526
VAT number: 4910148685

 

Chief Executive Officer: ME Stewart

 

A full list of all company directors is available on www.bdo.co.za

The company's principal place of business is at 22 Wellington Road, Parktown, Johannesburg, where a list of directors' names is available for inspection. BDO South Africa Incorporated, a South African personal liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

 F-1 

Caledonia Mining Corporation Plc

 

Consolidated statements of profit or loss and other comprehensive income

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

For the years ended December 31 Note 2020  2019  2018 
            
Revenue    100,002   75,826   68,399 
Less: Royalty    (5,007)  (3,854)  (3,426)
Production costs 9  (43,711)  (36,400)  (39,315)
Depreciation 17  (4,628)  (4,434)  (4,071)
Gross profit    46,656   31,138   21,587 
Other income 10  4,765   2,274   7,101 
Other expenses 13  (5,315)  (666)  (336)
Administrative expenses 14  (7,997)  (5,637)  (6,465)
Cash-settled share-based expense 30.1  (1,413)  (689)  (315)
Equity-settled share-based expense 30.2        (14)
Net foreign exchange gain 11  4,305   29,661   223 
Profit on sale of subsidiary 21.2     5,409    
Fair value losses on derivative assets 23  (266)  (601)  (360)
Operating profit    40,735   60,889   21,421 
Finance income 15  62   146   53 
Finance cost 15  (367)  (344)  (273)
Profit before tax    40,430   60,691   21,201 
Tax expense 16  (15,173)  (10,290)  (7,445)
Profit for the year    25,257   50,401   13,756 
               
Other comprehensive income              
Items that are or may be reclassified to profit or loss              
Exchange differences on translation of foreign operations    (173)  49   (676)
Reclassification of accumulated exchange differences on the sale of subsidiary       (2,109)   
Total comprehensive income for the year    25,084   48,341   13,080 
               
Profit attributable to:              
Owners of the Company    20,780   42,018   10,766 
Non-controlling interests 27  4,477   8,383   2,990 
Profit for the year    25,257   50,401   13,756 
               
Total comprehensive income attributable to:              
Owners of the Company    20,607   39,958   10,090 
Non-controlling interests 27  4,477   8,383   2,990 
Total comprehensive income for the year    25,084   48,341   13,080 
               
Earnings per share              
Basic earnings per share ($) 26  1.73   3.82   0.99 
Diluted earnings per share ($) 26  1.73   3.81   0.99 

 

The accompanying notes on pages 8 to 66 are an integral part of these consolidated financial statements.

 

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

 F-2 

Caledonia Mining Corporation Plc

 

Consolidated statements of financial position

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

As at December 31 Note 2020  2019 *  January 1, 2019 * 
            
Assets              
Property, plant and equipment 17  126,479   106,512   90,460 
Exploration and evaluation asset 18  6,768   7,139   6,967 
Deferred tax asset 16  87   63   98 
Total non-current assets    133,334   113,714   97,525 
               
Inventories 19  16,798   11,092   9,427 
Prepayments    1,974   2,350   866 
Trade and other receivables 22  4,962   6,912   6,392 
Income tax receivable 16  76       
Derivative financial assets 23  1,184   102    
Cash and cash equivalents 20  19,092   9,383   11,187 
Assets held for sale 21  500      296 
Total current assets    44,586   29,839   28,168 
Total assets    177,920   143,553   125,693 
               
Equity and liabilities              
Share capital 24  74,696   56,065   55,102 
Reserves 25  138,310   140,730   142,790 
Retained loss    (71,487)  (88,380)  (127,429)
Equity attributable to shareholders    141,519   108,415   70,463 
Non-controlling interests 27  16,524   16,302   8,345 
Total equity    158,043   124,717   78,808 
               
Liabilities              
Provisions 28  3,567   3,346   3,309 
Deferred tax liabilities 16  4,234   3,129   23,328 
Loans and borrowings - long term portion 29     1,942   5,960 
Cash-settled share-based payment - long term portion 30.1  1,934   540   2,090 
Lease liabilities - long term portion 12  178       
Total non-current liabilities    9,913   8,957   34,687 
               
Loans and borrowings - short term portion 29  408   529    
Cash-settled share-based payment - short term portion 30.1  336       
Lease liabilities - short term portion 12  61   349    
Income taxes payable 16  495   163   1,538 
Trade and other payables 31  8,664   8,348   10,051 
Overdraft 20     490    
Liabilities associated with assets held for sale 21        609 
Total current liabilities    9,964   9,879   12,198 
Total liabilities    19,877   18,836   46,885 
Total equity and liabilities    177,920   143,553   125,693 

 

The accompanying notes on pages 8 to 66 are an integral part of these consolidated financial statements.

 *The Group voluntarily changed its disclosure policy for exploration and evaluation assets to be disclosed separately as Exploration and evaluation    assets rather than as part of Property, plant and equipment; similarly lease liabilities were classified separately from trade and other payables (refer to note 4(b)(i) and 4(b)(ii)).  The new disclosure policies were adopted from December, 2020 and have been applied retrospectively.

 

 F-3 

Caledonia Mining Corporation Plc

 

Consolidated statements of changes in equity

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

  Note Share
capital
  Foreign
currency
translation
reserve
  Contributed
surplus
  Equity-
settled
share-based
payment
reserve
  Retained
loss
  Total  Non-
controlling
interests
(NCI)
  Total
equity
 
Balance January 1, 2018    55,102   (5,885)  132,591   16,746   (135,287)  63,267   5,944   69,211 
Transactions with owners:                                  
Dividends declared 34  -   -   -   -   (2,908)  (2,908)  (589)  (3,497)
Equity-settled share-based payment 30.2  -   -   -   14   -   14   -   14 
Total comprehensive income:                                  
Profit for the year    -   -   -   -   10,766   10,766   2,990   13,756 
Other comprehensive income for the year    -   (676)  -   -   -   (676)  -   (676)
Balance December 31, 2018    55,102   (6,561)  132,591   16,760   (127,429)  70,463   8,345   78,808 
Transactions with owners:                                  
Dividends declared 34  -   -   -   -   (2,969)  (2,969)  (426)  (3,395)
Shares issued - share-based payment 30.1  963   -   -   -   -   963   -   963 
Total comprehensive income:                                  
Profit for the year    -   -   -   -   42,018   42,018   8,383   50,401 
Other comprehensive income for the year    -   (2,060)  -   -   -   (2,060)  -   (2,060)
Balance at December 31, 2019    56,065   (8,621)  132,591   16,760   (88,380)  108,415   16,302   124,717 
Transactions with owners:                                  
Dividends declared 34  -   -   -   -   (3,887)  (3,887)  (655)  (4,542)
Shares issued:                                  
- share-based payment 30.1  216   -   -   -   -   216   -   216 
- options exercised 24  30   -   -   -   -   30   -   30 
- equity raise (net of transaction cost) ~ 24  12,538   -   -   -   -   12,538   -   12,538 
- Blanket shares purchased from Fremiro 6  5,847   -   -   (2,247)  -   3,600   (3,600)  - 
Total comprehensive income:                                  
Profit for the year    -   -   -   -   20,780   20,780   4,477   25,257 
Other comprehensive income for the year    -   (173)  -   -   -   (173)  -   (173)
Balance at December 31, 2020    74,696   (8,794)  132,591   14,513   (71,487)  141,519   16,524   158,043 

The accompanying notes on pages 8 to 66 are an integral part of these consolidated financial statements.

 ~The Company raised equity for the construction of the solar plant by way of an At The Market (“ATM”) equity offer on the NYSE American. Gross proceeds of $13,000 were raised pursuant to the ATM sales agreement with Cantor Fitzgerald & Co. at a transaction cost of $462.
 F-4 

Caledonia Mining Corporation Plc

 

Consolidated statements of cash flows

For the years ended December 31

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

            
  Note 2020  2019 *  2018* 
            
Cash generated from operations 32  37,967   23,885   21,119 
Interest received    56   146   53 
Interest paid    (405)  (454)  (161)
Tax paid 16  (6,656)  (5,517)  (3,344)
Net cash from operating activities    30,962   18,060   17,667 
               
Cash flows used in investing activities              
Acquisition of property, plant and equipment    (25,081)  (19,852)  (20,192)
Acquisition of exploration and evaluation assets    (2,759)  (172)   
Purchase of derivative financial asset    (1,058)      
Proceeds from disposal of subsidiary 21.2  900   1,000    
Net cash used in investing activities    (27,998)  (19,024)  (20,192)
               
Cash flows from financing activities              
Dividends paid    (4,542)  (3,395)  (3,497)
Term loan proceeds 29     2,340   6,000 
Term loan transaction costs 29     (46)  (60)
Term loan repayments 29  (574)     (1,500)
Payment of lease liabilities 12  (118)  (124)   
Shares issued - equity raise (net of transaction cost) 24  12,538       
Share options exercised    30       
Net cash from/ (used in) financing activities    7,334   (1,225)  943 
               
Net increase/ (decrease) in cash and cash equivalents    10,298   (2,189)  (1,582)
Effect of exchange rate fluctuations on cash held    (99)  (105)  13 
Net cash and cash equivalents at the beginning of the year    8,893   11,187   12,756 
Net cash and cash equivalents at the end of the year 20  19,092   8,893   11,187 

 

The accompanying notes on pages 8 to 66 are an integral part of these consolidated financial statements.

 *The Group voluntarily changed its disclosure policy for exploration and evaluation assets to be disclosed separately as Acquisition of exploration and evaluation assets rather than as part of Acquisition of property, plant and equipment (refer to note 4(b)(i)).  The new disclosure policy was adopted from December 10, 2020 and has been applied retrospectively.

 

 F-5 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

1Reporting entity

 

Caledonia Mining Corporation Plc (the “Company”) is a company domiciled in Jersey, Channel Islands. The Company’s registered office address is B006 Millais House, Castle Quay, St Helier, Jersey, Channel Islands. These consolidated financial statements of the Company and its subsidiaries (the “Group”) comprise the consolidated statements of financial position as at December 31, 2020, 2019 and January 1, 2019, the consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the years ended December 31, 2020, 2019 and 2018, notes, significant accounting policies and other explanatory information. The Group’s primary involvement is in the operation of a gold mine and the exploration and development of mineral properties for precious metals.

 

Caledonia’s shares are listed on the NYSE American stock exchange (symbol - “CMCL”). Depository interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc (symbol - “CMCL”). Caledonia voluntary delisted from the Toronto Stock Exchange (the “TSX”) on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws unless and until it can demonstrate that less than 2% of its beneficial shareholders are Canadian residents.

 

2Basis of preparation

 

i)Statement of compliance

 

The consolidated financial statements have been prepared on a going concern basis, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

The consolidated financial statements were authorised for issue by the Board of Directors on March 22, 2021.

 

ii)Basis of measurement

 

The consolidated financial statements have been prepared on the historical cost basis except for:

 

·cash-settled share-based payment arrangements measured at fair value on grant and re-measurement dates;
·equity-settled share-based payment arrangements measured at fair value on the grant date; and
·derivative financial instruments measured at fair value.

 

iii)Functional currency

 

These consolidated financial statements are presented in United States Dollars (“$” or “US Dollar” or “USD”), which is also the functional currency of the Company. All financial information presented in United States Dollars has been rounded to the nearest thousand, unless indicated otherwise. Refer to note 11 for changes to the Zimbabwean real-time gross settlement, bond notes or bond coins (“RTGS$”) and its effect on the statement of profit or loss and other comprehensive income.

 

3Use of accounting assumptions, estimates and judgements

 

In preparing these consolidated financial statements, management has made accounting assumptions, estimates and judgements that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognised prospectively.

 F-6 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

3Use of accounting assumptions, estimates and judgements (continued)

 

(a)Assumptions and estimation uncertainties
i)Depreciation of property, plant and equipment

 

Depreciation on mine development, infrastructure and other assets in the production phase is computed on the units-of-production method over the life-of-mine based on the estimated quantities of reserves (proven and probable) and resources (measured, indicated and inferred), which are planned to be extracted in the future from known mineral deposits. Where items have a shorter useful life than the life-of-mine, the mine development, infrastructure and other assets are depreciated over their useful life. Confidence in the existence, commercial viability and economical recovery of reserves and resources included in the life-of-mine may be based on historical experience and available geological information. This is in addition to the drilling results obtained by the Group and management’s knowledge of the geological setting of the surrounding areas, which would enable simulations and extrapolations to be done with a sufficient degree of accuracy. In instances where management is able to demonstrate the economic recovery of resources with a high level of confidence, such additional resources, are included in the calculation of depreciation.

 

Other items of property, plant and equipment are depreciated as described in note 5(g)(iii).

 

ii)Mineral reserves and resources

 

Mineral reserves and resources are estimates of the amount of product that can be economically and legally extracted. In order to calculate the reserves and resources, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity prices and exchange rates. Estimating the quantity and grade of mineral reserves and resources requires the size, shape and depth of orebodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological assumptions and calculations to interpret the data. Estimates of mineral reserves and resources may change due to the change in economic assumptions used to estimate mineral reserves and resources and due to additional geological data becoming available during the course of operations.

 

The Group estimates its reserves (proven and probable) and resources (measured, indicated and inferred) based on information compiled by a Qualified Person in terms of the Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) relating to geological and technical data of the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires geological and engineering assumptions to interpret the data. These assumptions include:

 

·correlation between drill-holes intersections where multiple reefs are intersected;
·continuity of mineralisation between drill-hole intersections within recognised reefs; and
·appropriateness of the planned mining methods.

 F-7 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

3Use of accounting assumptions, estimates and judgements (continued)

 

(a)Assumptions and estimation uncertainties (continued)
ii)Mineral reserves and resources (continued)

 

The Group estimates and reports reserves and resources in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards for Mineral Resources and Mineral Reserves. Complying with the CIM code, NI 43-101 requires the use of reasonable assumptions to calculate the recoverable resources. These assumptions include:

 

·the gold price based on current market price and the Group’s assessment of future prices;
·estimated future on-mine costs, sustaining and non-sustaining capital expenditures;
·cut-off grade;
·dimensions and extent, determined both from drilling and mine development, of ore bodies; and
·planned future production from measured, indicated and inferred resources.

 

Changes in reported reserves and resources may affect the Group’s financial results and position in several ways, including the following:

 

·asset carrying values may be affected due to changes in the estimated cash flows (i.e. Impairment);
·depreciation and amortisation charges to profit or loss may change as these are calculated on the unit-of production method or where useful lives of an asset change; and
·decommissioning, site restoration and environmental provisions and resources which may affect expectations about the timing or cost of these activities.

 

iii)Blanket mine’s indigenisation transaction

 

The initial indigenisation transaction and modifications to the indigenisation transaction of Blanket Mine (1983) (Private) Limited (“Blanket Mine”) required management to make significant assumptions and estimates which are explained in note 6.

 

iv)Site restoration provision

 

The site restoration provision has been calculated for the Blanket Mine based on an independent analysis of the rehabilitation costs as performed in 2018. Assumptions and estimates are made when determining the inflationary effect on current restoration costs and the discount rate to be applied in arriving at the present value of the provision where the time value of money effect is significant. Assumptions, based on the current economic environment, have been made that management believes are a reasonable basis for estimating the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to the provision from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation. The final cost of the currently recognised site rehabilitation provision may be higher or lower than currently provided for (refer to note 28).

 

 

 F-8 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

3Use of accounting assumptions, estimates and judgements (continued)

 

(a)Assumptions and estimation uncertainties (continued)
v)Exploration and evaluation (“E&E”) assets

 

The Group also makes assumptions and estimates regarding the possible impairment of E&E assets by evaluating whether it is likely that future economic benefits will flow to the Group, which may be based on assumptions about future events or circumstances. Assumptions and estimates made may change if new information becomes available. If information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalised is written off in profit or loss in the period the new information becomes available. The recoverability of the carrying amount of exploration and evaluation assets depends on the availability of sufficient funding to bring the properties into commercial production, the price of the products to be recovered and the undertaking of profitable mining operations. As a result of these uncertainties, the actual amount recovered may vary significantly from the carrying amount.

 

vi)Taxes

 

Significant assumptions and estimates are required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. In 2019 the Zimbabwe Revenue Authority (“ZIMRA”) issued Public Notice 26 (“PN26”) effective from February 22, 2019. PN26 provided clarity on the interpretation of Section 4 (a) of the Finance Act [Chapter 23.04] of Zimbabwe, which requires a company earning taxable income to pay tax in the same or other specified currency that the income is earned. PN 26 clarifies that the calculation of taxable income be expressed in RTGS$ and that the payment of the tax payable, determined in RTGS$, be paid in the ratio of turnover earned. The application of PN26 resulted in a significant reduction in the deferred tax liability and the Group recorded the best estimate of the tax liability. The clarification of PN26 was applied prospectively and had no impact on comparative amounts.

 

Management believes they have adequately provided for the probable outcome of tax related matters; however, the final outcome or future outcomes anticipated in calculating the tax liabilities may result in a materially different outcome than the amount included in the tax liabilities. In addition, The Group further makes assumptions and estimates when recognising deferred tax assets relating to tax losses carried forward to the extent that there are sufficient future taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses may be utilised or sufficient estimated future taxable income against which the losses can be utilised.

 

vii)Share-based payment transactions

 

Equity-settled share-based payment arrangements

 

The Group measures the cost of equity-settled share-based payment transactions with employees, directors and Blanket’s indigenous shareholders (refer notes 6 and 30.2) by reference to the fair value of the equity instruments on the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the appropriate valuation model and considering the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model, including the expected life of the share option, volatility and dividend yield. Additional information about significant assumptions and estimates for estimating fair value for share-based payment transactions are disclosed in note 30.2.

 

 F-9 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

3Use of accounting assumptions, estimates and judgements (continued)

 

(a)Assumptions and estimation uncertainties (continued)
vii)Share-based payment transactions (continued)

 

Where the Company granted the counterparty to a share-based payment award the choice of settlement in cash or shares, the equity component is measured as the difference between the fair value of the goods and services and the fair value of the cash-settled share-based payment liability at the date when the goods and services are received at the measurement date. For transactions with employees, the equity component is zero.

Option pricing models require the input of assumptions, including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate. Therefore, the existing models may not necessarily provide a reliable single measure of the fair value of the Group’s share options.

 

Cash-settled share-based payment arrangements

 

The fair value of the amount payable to employees regarding share-based awards that will be settled in cash is recognised as an expense with a corresponding increase in liabilities over the period over which the employee becomes unconditionally entitled to payment. The liability is re-measured at each reporting date. Any change in the fair value of the liability is recognised in profit or loss.

 

Additional information about significant assumptions and estimates used to determine the fair value of cash settled share-based payment transactions are disclosed in note 30.1.

 

viii)Impairment

 

Non-financial assets

 

At each reporting date, the Group determines if impairment indicators exist, and if present, performs an impairment review of the non-financial assets held in the Group. The exercise is subject to various assumptions and estimates.

 

Non-derivative financial assets

 

The Group uses a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. The Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

 

(b)Judgements

 

Judgement is required when assessing whether the Group controls an entity or not. Controlled entities are consolidated. Further information is given in notes 5(a) and 6.

 

Refer to note 5(b)(ii) for judgement applied to determine functional currency of entities in the Group and the interbank rate of exchange to translate the RTGS$.

 F-10 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

4Change in significant accounting policies and disclosure policies

 

(a)Change in significant accounting policies required by IFRS

 

The following standards and interpretations apply for the first time to the financial reporting periods commencing on or after January 1, 2020. These changes were adopted from January 1, 2020 and do not have a material effect on the Group’s financial statements.

 

i)IAS 1 Presentation of Financial Statements & IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

 

The amendment clarifies the definition of material and makes it easier to understand. The change provides guidance on how the definition should be applied. The change in the definition now ensures that the definition is consistent across all IFRS standards and the Conceptual Framework.

 

The definition of material omissions or misstatements from IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors has been removed.

 

The Group has completed its assessment of the impact of IAS 1 and 8 and concluded that the new standards did not have a material impact on the consolidated financial statements.

 

ii)Revised Conceptual Framework for Financial Reporting

 

The IASB decided to revise the Conceptual Framework because certain important issues were not covered and certain guidance was unclear or out of date. The revised Conceptual Framework, includes:

 

·new concepts on measurement including factors to be considered when selecting the measurement basis;
·new concepts on presentation and disclosure, including when to classify income and expenses in other comprehensive income;
·new guidance on when assets and liabilities are removed from financial statements;
·updated definitions of an asset and liability;
·updated recognition criteria for including assets and liabilities in financial statements; and
·clarified the concepts of prudence, stewardship, measurement uncertainty and substance over form.

 

The IASB also updated references to the Conceptual Framework in IFRS Standards by issuing amendments to references to the Conceptual Framework in IFRS Standards. The Group has completed its assessment of the impact and concluded that the new standard did not have a material impact on the consolidated financial statements.

 

(b)Voluntary change of disclosure policies
i)Exploration and evaluation assets to be disclosed separately from Property, plant and equipment

 

Previously exploration and evaluation assets were disclosed as part of Property, plant and equipment. Under the new disclosure policy exploration and evaluation assets are disclosed separately as Exploration and evaluation assets from the earliest period presented.

 

The new disclosure policy was adopted from December 10, 2020 and has been applied retrospectively. Management purchased two new mining options during 2020 and the change in disclosure policy provides more detail on the new and existing Exploration and evaluation assets. Management implemented the change in disclosure policy to provide increased transparency on exploration and evaluation assets in line with management’s focus to purchase and explore mining assets.

 F-11 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

4Change in significant accounting policies and disclosure policies (continued)

 

(b)Voluntary change of disclosure policies (continued)
i)Exploration and evaluation assets to be disclosed separately from Property, plant and equipment (continued)

 

The voluntary change in disclosure policy resulted in the cost of property, plant and equipment presented in the consolidated statements of financial position reducing with an amount of $6,768 (2019: $7,139, January 1, 2019: $6,967). Further, the Acquisition of property, plant and equipment line item in the consolidated statements of cash flow decreased by an amount of $2,759 (2019: $172, January 1, 2019: $Nil), while the Acquisition of exploration and evaluation assets line item increased with the same amount. The consolidated statement of changes in equity and consolidated statements of profit or loss and other comprehensive income was not affected by the change.

 

ii)Leases to be disclosed separately from Trade and other payables

 

Previously lease liabilities were disclosed as part of Trade and other payables. Under the new disclosure policy lease liabilities are disclosed separately as Lease liabilities – long term portion and Lease liabilities – short term portion from the earliest period presented.

 

The new disclosure policy was adopted from December, 2020 and has been applied retrospectively. Management implemented the change in disclosure policy to provide more detail on the maturity of lease contracts and to better assess the effect that leases have on the financial position, financial performance and cash flows of the lessee.

 

The voluntary change in disclosure policy resulted in Trade and other payables presented in the consolidated statements of financial position reducing by an amount of $239 (2019: $349, January 1, 2019: $Nil) compared with the disclosure with the old policy in effect. Lease liabilities are presented separately in the statement of financial position as current and non-current Lease liabilities. The consolidated statement of changes in equity, statements of profit or loss and other comprehensive income and consolidated statements of cash flow were not affected by the change.

 

5Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements. For changes in accounting policies in the current year refer to notes 4(a) and 4(b).

 

(a)Basis of consolidation
i)Subsidiaries and structured entities

 

Subsidiaries and certain structured entities are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variability in returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

 

 F-12 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(a)Basis of consolidation (continued)
ii)Loss of control

 

When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related Non-controlling interests (“NCI”) and other components of equity. Any gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

 

iii)Non-controlling interests

 

NCI is measured at their proportionate share of the carrying amounts of the acquiree’s identifiable net assets at fair value at the acquisition date. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions

 

iv)Transactions eliminated on consolidation

 

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

(b)Foreign currency
i)Foreign operations

 

As stated in note 2(iii) the presentation currency of the Group is the United States Dollar. The functional currency of the Company and all its subsidiaries is the United States Dollar except for the South African subsidiary that uses the South African Rand (“ZAR”) as its functional currency. Subsidiary financial statements have been translated to the presentation currency as follows:

 

·assets and liabilities are translated using the exchange rate at year end; and
·income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions.

 

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from the item are considered to form part of the net investment in a foreign operation and are recognised in Other Comprehensive Income (“OCI”).

 

If settlement is planned or likely in the foreseeable future, foreign exchange gains and losses are included in profit or loss. When settlement occurs, the settlement will not be regarded as a partial disposal and accordingly the foreign exchange gain or loss previously recognised in OCI is not reclassified to profit or loss/reallocated to NCI.

 

When the Group disposes of its entire interest in a foreign operation or loses control over a foreign operation, the foreign currency gains or losses accumulated in OCI related to the foreign operation are reclassified to profit or loss. If the Group disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in OCI related to the subsidiary are reattributed between controlling and non-controlling interests.

 

All resulting translation differences are reported in OCI and accumulated in the foreign currency translation reserve.

 

 F-13 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(b)Foreign currency (continued)
ii)Foreign currency translation

 

In preparing the financial statements of the Group entities, transactions in currencies other than the functional currency (foreign currencies) of these Group entities are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary assets and liabilities are translated using the current foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are included in profit or loss for the year.

 

On October 1, 2018 the RBZ pegged the RTGS$ at 1:1 to the US Dollar and on February 20, 2019 issued a further monetary policy statement, which allowed inter-bank trading between RTGS$ and foreign currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 81.79 RTGS$ (2019: 16.77 RTGS$, 2018: 1 RTGS$) to 1 US Dollar as at December 31, 2020.

 

Further, the Reserve Bank of Zimbabwe (“RBZ”) issued a directive to Zimbabwean banks to separate foreign currency (“Foreign currency”) and RTGS$ for bank accounts held by clients on October 1, 2018. Subsequent to the directive, the RBZ announced that 30% of Blanket Mine’s gold proceeds will be received in Foreign currency (i.e., United States Dollars) and the remainder received as RTGS$. From November 12, 2018 the RBZ increased the Foreign currency allocation from 30% to 55%, with the remainder received as RTGS$. The RBZ increased the Foreign currency allocation with effect from May 26, 2020 from 55% to 70% and decreased the Foreign currency allocation with effect from January 8, 2021 from 70% to 60% with the remainder received as RTGS$. The allocation percentages remained in effect up to the date of approval of these financial statements. Further, the Company participated in the Foreign currency auction introduced by the Zimbabwean Government to exchange RTGS$ for US Dollars during 2021 and obtained allotments from the Reserve Bank.

 

In applying IAS 21, management determined that the US Dollar remained the primary currency in which the Group’s Zimbabwean entities operate, as:

 

·the majority of revenue is received in US Dollars;
·the gold price receivable was calculated in US Dollars;
·the majority of costs are calculated by reference to the US Dollar if denominated in RTGS$ or is paid in US Dollars; and
·Income tax liabilities calculated in RTGS$ are settled predominantly in US Dollars.

 

The application of IAS 21, the advent of SI 142 and the devaluation of the RTGS$ against the US Dollar had a significant impact on the US Dollar value of RTGS$ denominated Zimbabwean monetary assets and liabilities consolidated as part of the Group. Monetary items mostly affected include monetary liabilities such as income and deferred tax liabilities, loans and borrowings, trade and other payables and to a lesser extent monetary asset such as cash held in RTGS$.

 

 F-14 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(c)Leases

 

The Group recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

 

The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right of use asset reflects that the Group will exercise a purchase option. In that case the right of use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as property, plant and equipment. Also, the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

 

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

 

Lease payments included in the measurement of the lease liability comprise the following:

 

·fixed payments, including in-substance fixed payments;
·variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
·amounts expected to be payable under a residual value guarantee; and
·the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there lease agreement changes in substance in terms of payment.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use asset or is recorded in profit or loss if the carrying amount of the right of use asset has been reduced to zero.

 

The Group presents the right of use assets that do not meet the definition of investment property as property, plant and equipment. Lease liabilities are presented separately in the statement of financial position as current- and non-current Lease liabilities.

 

The Group has elected not to recognise the right of use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 F-15 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(d)Financial instruments
i)Non-derivative financial assets

 

Recognition and initial measurement

 

The Group holds only financial assets measured at amortised cost and at fair value through profit or loss. Financial assets are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

 

Classification and subsequent measurement

 

On initial recognition, a financial asset is classified as and measured at amortised cost or at fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

 

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated at fair value through profit or loss:

 

·it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
·its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

All financial assets of the Group not classified as and measured at amortised cost are measured at fair value through profit or loss. On initial recognition, the Group may irrevocably designate a financial asset, that otherwise meets the requirements to be measured at amortised cost, to fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets at fair value through profit or loss are subsequently measured at fair value.

 

Net gains and losses are recognised in profit or loss. Financial assets classified as and measured at amortised cost are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Finance income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

 

The Group had the following non-derivative financial assets:

 

Financial assets at amortised cost

 

Financial assets at amortised cost comprise loans and receivables included in Trade and other receivables. Loans and receivables are financial assets with fixed or determinable payments that were not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses. Refer to note 5(j)(i) for the impairment of receivables. Bad debts were written off during the year in which they were identified. Finance income was recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

 

 F-16 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(d)Financial instruments (continued)
ii)Non-derivative financial instruments

 

Non-derivative financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.

 

Non-derivative financial liabilities consist of bank overdrafts, loans and borrowings and trade and other payables.

 

Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.

 

iii)Derivative financial instruments

 

The Group held Derivative financial instruments to hedge its gold price exposure and invest excess short term Rands on hand at the South African subsidiary.

 

Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value. The Group does not hold derivatives that are classified as cash flow hedges, embedded derivatives or hedges that qualify as highly effective. Therefore, all changes in the fair value of derivative instruments are accounted for in profit or loss.

 

iv)Offsetting

 

Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

(e)Cash and cash equivalents

 

Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Bank overdrafts in 2019 were repayable on demand and form an integral part of the Group’s cash management process. The 2019 bank overdraft was included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

 

(f)Share capital

 

Share capital is classified as equity. Incremental costs directly attributable to the issue, consolidation and repurchase of fractional items of shares and share options are recognised as a deduction from equity, net of any tax effects.

 

 F-17 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(g)Property, plant and equipment
i)Recognition and measurement

 

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and borrowing costs on qualifying assets. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss. Refer to note 5(j)(ii) for the impairment of non-financial assets.

 

ii)Subsequent costs

 

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

 

iii)Depreciation

 

Depreciation is calculated to write off the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. On commencement of commercial production, depreciation of mine development, infrastructure and other assets is calculated on the unit-of-production method using the estimated measured, indicated and inferred resources which are planned to be extracted in terms of Blanket’s life-of-mine plan (“LoMP”). Resources that are not included in the LoMP are not included in the calculation of depreciation.

 

For other categories, depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

 

Inferred resources are included in the LoMP to the extent that there is a successful history of upgrading inferred resources. Blanket reports its resources inclusive of reserves. As a result, resources included in the LoMP and hence in the calculation of depreciation include material from measured, indicated and inferred resource classes as detailed below under the following types of resources:

 

·Measured resources – all proven reserve blocks plus 50% of the remnant pillar blocks.
·Indicated resources – all probable reserves plus indicated resources which occur within the mine extent as defined by the LoMP infrastructure.
·Inferred resources – inferred resources (discounted by approximately 30%) that are well defined in terms of geometry (position, width, extent) falling within the planned infrastructure as per the LoMP.

 F-18 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(g)Property, plant and equipment (continued)
iii)Depreciation (continued)

 

In addition, inferred resources are included in the LoMP if it is expected that the inferred resources can be economically recovered in the future. Economic recovery is expected if a history can be proven that the recovered grade of the inferred resources exceeded the pay limit grade and when this trend can be expected in the future and if it is economical to recover inclusive of the cost of the capital requirements to access and extract the gold from the inferred resources. Refer to note 17 for the evaluation of the pay limit.

 

Land is not depreciated.

 

The calculation of the production rate units could be affected to the extent that actual production in the future is different from the current forecast production based on reserves and resources. This would generally result from the extent to which there are significant changes in any of the factors or assumptions used in estimating mineral reserves and resources.

 

These factors include:

 

·changes in mineral reserves and resources;
·differences between actual commodity prices and commodity price assumptions;
·unforeseen operational issues at mine sites; and
·changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates.

 

The estimated useful lives for the current and comparative years are as follows:

 

·buildings 10 to 15 years (2019: 10 to 15 years; 2018: 10 to 15 years);
·plant and equipment 10 years (2019: 10 years; 2018: 10 years);
·fixtures and fittings including computers 4 to 10 years (2019: 4 to 10 years; 2018: 4 to 10 years);
·motor vehicles 4 years (2019: 4 years; 2018: 4 years);
·right of use assets 3 to 6 years (determined by lease term); and
·mine development, infrastructure and other assets in production, units-of-production method.

 

Depreciation methods, useful lives and residual values are reviewed each financial year and adjusted if appropriate. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Assets under construction’s useful life and residual values will be assessed once the asset is available for use.

 

(h)Exploration and evaluation assets

 

Exploration costs are capitalised as incurred. The costs related to speculative drilling on unestablished orebodies at Blanket Mine, general administrative or overhead costs are expensed as incurred. Exploration and evaluation costs capitalised are disclosed under Exploration and evaluation assets (refer to note 4(b)(i) for the voluntary change in disclosure policy). Direct expenditures include such costs as materials used, surveying costs, drilling costs, payments made to contractors, direct administrative costs and depreciation on property, plant and equipment during the exploration phase.

Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the year they occur.

 

 F-19 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(h)Exploration and evaluation assets (continued)

 

Once the technical feasibility and commercial viability of extracting the mineral resource have been determined, the property is considered to be a mine under development and moved to the mine development, infrastructure and other asset category within property, plant and equipment. Capitalised direct costs related to the acquisition, exploration and development of mineral properties remain capitalised until the properties to which they relate are ready for their intended use, sold, abandoned or management has determined there to be impairment. Exploration and evaluation assets are tested for impairment before the assets are transferred to mine development, infrastructure and other assets.

 

Exploration and evaluations assets are not depreciated.

 

(i)Inventories

 

Consumable stores are measured at the lower of cost and net realisable value. The cost of consumable stores is based on the weighted average cost principle. It includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. Gold in process is measured at the lower of cost and net realisable value. The cost of gold in process includes an appropriate share of production overheads based on normal operating capacity and is valued on the weighted average cost principle. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

 

(j)Impairment

 

i)Non-derivative financial assets (including receivables)

 

The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables have been assessed individually as they possess different credit risk characteristics. Trade receivables have been assessed based on the days past due. The expected loss rates are based on the payment profile for gold sales over the past 48 months prior to December 31, of each year reported. The historical rates are adjusted to reflect current and forward looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. However, given the short period exposed to credit risk the impact of these factors has not been considered significant. Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 90 days from lodgement date with Fidelity Printers and Refiners Limited (“Fidelity”) and failure to engage with the Group on alternative payment arrangement, amongst others, are considered indicators of no reasonable expectation of recovery.

 

ii)Non-financial assets

 

The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

 F-20 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(j)Impairment (continued)
ii)Non-financial assets (continued)

 

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit” or “CGU”). The Group’s corporate assets do not generate separate cash inflows. If there is an indication that a CGU to which a corporate asset is allocated may be impaired, then the recoverable amount is determined for the CGU to which the corporate asset belongs.

 

An impairment loss is recognised if the carrying amount of a CGU exceeds its estimated recoverable amount. Impairment losses recognised in respect of CGUs are allocated to reduce the carrying amount of assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been an indication of reversal and a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

 

iii)Impairment of Exploration and evaluation (“E&E”) assets

 

The test for impairment of E&E assets can combine several CGUs as long as the combination is not larger than a segment. The definition of a CGU does, however, change once development activities have begun. There are specific impairment triggers for E&E assets. Despite certain relief in respect of impairment triggers and the level of aggregation, the impairment standard is applied in measuring the impairment of E&E assets. Reversals of impairment losses are required in the event that the circumstances that resulted in impairment have changed.

 

E&E assets are assessed for impairment only when facts and circumstances suggest that the carrying amount of an E&E asset may exceed its recoverable amount. Indicators of impairment include the following:

 

·The entity's right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed.
·Substantive expenditure on further E&E activities in the specific area is neither budgeted nor planned.
·The entity has not discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided to discontinue such activities in the specific area.
·Even if development is likely to proceed, the entity has sufficient data indicating that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale.

 

(k)Employee benefits
i)Short-term employee benefits

 

Short-term employee benefits are expensed when the related services are provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

 

 F-21 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(k)Employee benefits (continued)
ii)Defined contribution plans

 

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

 

(l)Share-based payment transactions
i)Equity-settled share-based payments to employees and directors

 

The grant date fair value of equity-settled share-based payment awards granted to employees and directors is recognised as an expense, with a corresponding increase in equity, over the vesting period of the award. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-market vesting conditions at the vesting date.

 

Where the terms and conditions of equity-settled share-based payments are modified, the increase in the fair value, measured immediately before and after the modification date, is charged to profit or loss over the remaining vesting period or immediately for vested awards. Similarly, where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in profit or loss. Additional information about significant judgements, estimates and assumptions used to quantify the equity-settled share-based payment transactions and modification are disclosed in note 30.2.

 

ii)Cash-settled share-based payments to employees and directors

 

The grant date fair value of cash-settled awards granted to employees and directors is recognised as an expense, with a corresponding increase in the liability, over the vesting period of the awards. At each reporting date the fair value of the awards is re-measured with a corresponding adjustment to profit or loss. The method of calculating the fair value of the cash-settled share-based payments changed during quarter 1 of 2018 from the intrinsic valuation method to the Black-Scholes method. The Black-Scholes method includes the effect of share volatility in calculating the fair value of the share-based payment awards. The change was applied prospectively and did not have a significant effect on the liability value. Additional information about significant judgements, estimates and the assumptions used to estimate the fair value of cash-settled share-based payment transactions are disclosed in note 30.1.

 

(m)Provisions

 

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability if the time value of money is considered significant. The unwinding of the discount is recognised as a finance cost.

 F-22 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(n)Site restoration

 

The Group recognises liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of property, plant and equipment, when those obligations result from the acquisition, construction, development or normal operation of these assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalised to mineral properties along with a corresponding increase in the rehabilitation provision in the period incurred. Future rehabilitation costs are discounted using a pre-tax risk-free rate that reflects the time-value of money. The Group’s estimates of rehabilitation costs, which are reviewed annually, could change as a result of changes in regulatory requirements, discount rates, effects of inflation and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mineral properties with a corresponding entry to the rehabilitation provision.

 

(o)Revenue

 

Revenue from the sale of precious metals is recognised when the metal is accepted at the refinery, control is transferred and the receipt of proceeds is substantially assured. Revenue is measured at the fair value of the receivable at the date of the transaction.

 

(p)Government grants

 

The Company recognises an unconditional government grant related to gold proceeds in profit or loss as other income when the grant becomes receivable. Government grants are initially recognised as deferred income at fair value if there is reasonable assurance that they will be received.

 

(q)Finance income and finance cost

 

Finance income comprises interest income on funds invested. Finance income is recognised as it accrues in profit or loss, using the effective interest method. Finance cost comprise interest expense on the rehabilitation provisions, interest on bank overdraft balances, effective interest on leases, loans and borrowings and also includes commitment costs on overdraft facilities. Finance cost is recognised in profit or loss using the effective interest rate method and excludes borrowing costs capitalised.

 

(r)Taxes
i)Income tax

 

Tax expense comprises current and deferred tax. These expenses are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

 

ii)Current tax

 

Current tax is the tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date. Current tax includes withholding tax on management fees and dividends paid between companies within the Group.

 

 F-23 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(r)Taxes (continued)
iii)Deferred tax

 

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.

 

Deferred tax is a monetary item measured at the tax rates and in the currency that are expected to be applied when temporary differences reverse. The tax and exchange rates are based on the laws that have been enacted, substantively enacted or the interbank exchange rates that prevail at the reporting date.

 

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

 

(s)Earnings per share

 

The Group presents basic and diluted earnings per share (“EPS”) data for its shares. Basic EPS is calculated by dividing the adjusted profit or loss attributable to shareholders of the Group (see note 26) by the weighted average number of shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to shareholders and the weighted average number of shares outstanding, adjusted for own shares held, for the effects of all dilutive potential shares, which comprise share options granted to employees and directors as well as any dilution in Group earnings originating from dilutive partially recognised non-controlling interests at a subsidiary level.

 

(t)Borrowing cost

 

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.

 

Other borrowing costs are expensed in the period in which they are incurred and recognised as finance cost.

 

(u)Assets held for sale

 

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through continuing use.

 

Such assets, or disposal groups, are generally measured at the lower of their carrying amount or fair value less costs to sell. Impairment losses on initial classification as held for sale or held for distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

 

Once classified as held for sale property, plant and equipment are no longer amortised or depreciated.

 F-24 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(v)The following standards, amendments to standards and interpretations to existing standards may possibly have an impact on the Group:

 

Standard/ InterpretationEffective date
and expected
adoption date*
IAS 1

The amendments to IAS 1 Presentation of Financial Statements clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting. Clarification is also given when it refers to the “settlement” of a liability.

The amendments could affect the classification of liabilities, particularly for entities that previously considered management’s intentions to determine classification and for some liabilities that can be converted into equity. They must be applied retrospectively in accordance with the normal requirements in IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.

The Group has completed its assessment of the impact of IAS 1 and concluded that the standard amendments would not have a material impact on the consolidated financial statements.

January 1, 2023
IAS 16

The amendment to IAS 16 Property, Plant and Equipment (“PPE”) prohibits an entity from deducting from the cost of an item of PPE any proceeds received from selling items produced while the entity is preparing the asset for its intended use. It also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment.

The amounts of proceeds and costs relating to items produced that are not an output of the entity’s ordinary activities must be disclosed separately.

The Group has completed its assessment of the impact of IAS 16 and concluded that the standard amendment would not have a material impact on the consolidated financial statements.

January 1, 2022

 

 

 

 F-25 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

5Significant accounting policies (continued)

 

(v)The following standards, amendments to standards and interpretations to existing standards may possibly have an impact on the Group: (continued)

 

Standard/ InterpretationEffective date
and expected
adoption date*
IAS 37

Amendments to IAS 37 Provision, Contingent Liabilities and Contingent Assets clarifies the Onerous contracts – Cost of Fulfilling a Contract. The amendments specify which costs an entity includes in determining the cost of fulfilling a contract to assess whether the contract is onerous.

The amendments apply to contracts existing at the date when the amendments are first applied. At the initial application date, the cumulative effect of applying the amendments is recognised as an opening balance adjustment to retained earnings or other components of equity, as appropriate.

The Group has completed its assessment of the impact of IAS 37 and concluded that the standard amendments would not have a material impact on the consolidated financial statements.

January 1, 2022
Annual Improvements to IFRS Standards 2018–2020

The following improvements were finalised in May 2020:

·
IFRS 9 Financial Instruments – clarifies which fees should be included in the 10% test for derecognition of financial liabilities.

·
IFRS 16 Leases – amendment of illustrative example 13 to remove the illustration of payments from the lessor relating to leasehold improvements, to remove any confusion about the treatment of lease incentives.

·
IFRS 1 First-time Adoption of International Financial Reporting Standards – allows entities that have measured their assets and liabilities at carrying amounts recorded in their parent’s books also to measure any cumulative translation differences using the amounts reported by the parent. This amendment will also apply to associates and joint ventures that have taken the same IFRS 1 exemption.

The Group has completed its assessment of the impact of the above standards and concluded that the standard amendments would not have a material impact on the consolidated financial statements.

January 1, 2022

* Annual periods ending on or after.

 

 

 

 F-26 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

6Blanket Zimbabwe Indigenisation Transaction

 

On February 20, 2012 the Group announced it had signed a Memorandum of Understanding (“MoU”) with the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective 51% ownership interest in the Zimbabwean company owning the Blanket Mine (also referred to herein as “Blanket” or “Blanket Mine” as the context requires) for a paid transactional value of $30.09 million. Pursuant to the above, members of the Group entered into agreements with each indigenous shareholder to transfer 51% of the Group’s ownership interest in Blanket Mine whereby it:

 

·sold a 16% interest to the National Indigenisation and Economic Empowerment Fund (“NIEEF”) for $11.74 million;
·sold a 15% interest to Fremiro Investments (Private) Limited (“Fremiro”), which is owned by indigenous Zimbabweans, for $11.01 million;
·sold a 10% interest to Blanket Employee Trust Services (Private) Limited (“BETS”) for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (“Employee Trust”) with Blanket Mine’s employees holding participation units in the Employee Trust; and
·donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (“Community Trust”). In addition, Blanket Mine paid a non-refundable donation of $1 million to the Community Trust.

 

The Group facilitated the vendor funding of these transactions which is repaid by way of dividends from Blanket Mine. 80% of dividends declared by Blanket Mine are used to repay such loans and the remaining 20% unconditionally accrues to the respective indigenous shareholders. Following a modification to the interest rate on June 23, 2017, outstanding balances on these facilitation loans attract interest at a rate of the lower of a fixed 7.25% per annum payable quarterly or 80% of the Blanket Mine dividend in the quarter. The timing of the loan repayments depends on the future financial performance of Blanket Mine and the extent of future dividends declared by Blanket Mine. The Group related facilitation loans were transferred as dividends in specie intra-group and now the loans and most of the interest thereon is payable to the Company.

 

Accounting treatment

 

The directors of Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”), a wholly-owned subsidiary of the Company, performed a reassessment using the requirements of IFRS 10: Consolidated Financial Statements (IFRS 10). It was concluded that CHZ should continue to consolidate Blanket Mine after the indigenisation. The subscription agreements with the indigenous shareholders have been accounted for accordingly as a transaction with non-controlling interests and as a share-based payment transaction.

 

The subscription agreements, concluded on February 20, 2012, were accounted for as follows:

 

·Non-controlling interests (“NCI”) were recognised on the portion of shareholding upon which dividends declared by Blanket Mine will accrue unconditionally to equity holders as follows:
(a)20% of the 16% shareholding of NIEEF;
(b)20% of the 15% shareholding of Fremiro; and
(c)100% of the 10% shareholding of the Community Trust.
·This effectively means that NCI was initially recognised at 16.2% of the net assets of Blanket Mine, until the completion of the transaction with Fremiro, whereby the NCI reduced to 13.2% (see below).

 

 F-27 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

6Blanket Zimbabwe Indigenisation Transaction (continued)

 

Accounting treatment (continued)

 

The subscription agreements, concluded on February 20, 2012, were accounted for as follows: (continued)

 

·The remaining 80% of the shareholding of NIEEF and Fremiro was recognised as non-controlling interests to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans, including interest. At December 31, 2020 the attributable net asset value did not exceed the balance on the respective loan account and thus no additional NCI was recognised.
·The transaction with BETS is accounted for in accordance with IAS 19 Employee Benefits (profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in 20% of the dividends accruing to the 10% shareholding in Blanket Mine if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceeds the balance on the BETS facilitation loan, they will accrue to the employees at the date of such declaration.
·BETS is an entity effectively controlled and consolidated by Blanket Mine. Accordingly, the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised.

 

Fremiro purchase agreement

 

On November 5, 2018 the Company and Fremiro entered into a sale agreement for Caledonia to purchase Fremiro’s 15% shareholding in Blanket Mine. On January 20, 2020 all substantive conditions to the transaction were satisfied. The Company issued 727,266 shares to Fremiro for the cancellation of their facilitation loan and purchase of Fremiro’s 15% shareholding in Blanket Mine. The transaction was accounted for as a repurchase of a previously vested equity instrument. As a result, the Fremiro share of the NCI of $3,600 was derecognised, shares were issued at fair value, the share-based payment reserve was reduced by $2,247 and the Company’s shareholding in Blanket Mine increased to 64% on the effective date.

 

Blanket Mine’s indigenisation shareholding percentages and facilitation loan balances

           Balance of facilitation loan # 
USD Shareholding  Effective interest
& NCI recognised
  NCI subject to
facilitation loan
  December 31,
2020
  December 31,
2019
 
NIEEF  16%  3.20%  12.80%  11,728   11,877 
Fremiro  -&   -&   -&   -&   11,458 
Community Trust  10%  10.00%         
BETS ~  10%        7,447   7,639 
   36%  13.20%  12.80%  19,175   30,974 

 

 *The shares held by BETS are effectively treated as treasury shares (see above).
 ~Accounted for under IAS19 Employee Benefits.
 &After Fremiro repurchase on January 20, 2020.
 #Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable.
 F-28 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

6Blanket Zimbabwe Indigenisation Transaction (continued)

 

Blanket Mine’s indigenisation shareholding percentages and facilitation loan balances (continued)

 

The balance on the facilitation loans is reconciled as follows:

 

Balance at January 1, 2019  30,986 
Finance cost accrued  1,609 
Dividends used to repay loans  (1,621)
Balance at December 31, 2019  30,974 
Cancellation of Fremiro loan  (11,458)
Finance cost accrued  1,396 
Dividends used to repay loan  (1,737)
Balance at December 31, 2020  19,175 

 

Advance dividend loans and balances

 

In anticipation of completing the underlying subscription agreements, Blanket Mine agreed to advance dividend arrangements with NIEEF and the Community Trust. Advances made to the Community Trust against their right to receive dividends declared by Blanket Mine on their shareholding are as follows:

 

·a $2 million payment on or before September 30, 2012;
·a $1 million payment on or before February 28, 2013; and
·a $1 million payment on or before April 30, 2013.

 

These advance payments were debited to a loan account bearing interest at a rate at the lower of a fixed 7.25% per annum, payable quarterly or the Blanket Mine dividend in the quarter to the advanced dividend loan holder. The loan is repayable by way of set-off of future dividends on the Blanket Mine shares owned by the Community Trust. Advances made to NIEEF as an advanced dividend loan before 2013 have been settled through Blanket Mine dividend repayments in 2014. The advance dividend payments were recognised as distributions to shareholders and they are classified as equity instruments. The loans arising are not recognised as loans receivables, because repayment is by way of uncertain future dividends.

 

Amendments to advanced dividend loan agreements

 

Advance dividend loan modification - Community Trust

 

On February 27, 2020, the Group, Blanket Mine and the indigenous shareholders of Blanket Mine reached an agreement to change the repayment terms of the advance dividend loan to the Community Trust. The amendment allowed that 20% of the Community Trust share of the Blanket dividend accrues on declaration of the dividend and that the remaining 80% be applied to the advance dividend loan from February 27, 2020. The modification was not considered beneficial to the indigenous shareholders.

 

 F-29 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

6Blanket Zimbabwe Indigenisation Transaction (continued)

 

Amendments to advanced dividend loan agreements (continued)

 

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

 

  Total 
    
Balance at January 1, 2019  2,053 
Finance cost accrued  104 
Dividends used to repay advance dividend loan  (525)
Balance at December 31, 2019  1,632 
Finance cost accrued  98 
Dividends used to repay advance dividend loan  (736)
Balance at December 31, 2020  994 

 

7Financial risk management

 

Overview

 

The Group has exposure to the following risks from its use of financial instruments:

 

·Credit risk (refer note 33)
·Liquidity risk (refer note 33)
·Currency risk (refer note 33)
·Interest rate risk (refer note 33)

 

This note and note 33 present information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements. The Group is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on the preservation of capital and protecting current and future Group assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets.

 

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

 

Gold price hedges were entered into to manage the possible effect of gold price fluctuations. The derivative financial instrument was entered into by the Company for economic hedging purposes and not as a speculative investment. The fair value of the Group’s financial instruments approximates their carrying value due to the short period to maturity.

 

 F-30 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

7Financial risk management (continued)

 

Overview (continued)

 

The types of risk exposure and the way in which such exposures are managed are described below:

 

(a)Credit risk

 

Credit risk includes the risk of a financial loss to the Group if a gold sales customer fails to meet its contractual obligation. Gold sales were made to Fidelity in Zimbabwe during the year.

 

(b)Liquidity risk

 

Liquidity risk is the risk that will not enable the Group to meet its financial obligations as they fall due. The Group manages its liquidity risk by ensuring sufficient cash availability to meet its likely cash requirements, after taking into account cash flows from operations and the Group’s holdings of cash and cash equivalents. The Group believes that these sources will be sufficient to cover the anticipated cash requirements. Senior management is also actively involved in the reviewing and approving of planned expenditures by regularly monitoring cash flows from operations and anticipated investing and financing activities.

 

(c)Currency risk

 

The Group is exposed to currency risk on inter-company sales and purchases that are denominated in a currency other than the respective functional currencies of Group entities. The Group does not use financial instruments to hedge its exposure to currency risk. To reduce exposure to currency transaction risk, the Group regularly reviews the currency (i.e. RTGS$ or Foreign currency) in which it spends its cash to identify and avoid specific expenditures in currencies that experience inflationary pressures. The Group aims to maintain cash and cash equivalents in US Dollars to manage foreign exchange exposure as well as investing in a Gold ETF to avoid fluctuations in South African Rand (refer to note 23) where cash spend is held in anticipation of South African Rand based expenses.

 

(d)Interest rate risk

 

The Group is exposed to interest rate risk arising from its cash and cash equivalents invested with financial institutions as well as its overdraft facility and term loan. The Group has not entered into interest rate swap agreements and mitigates the interest rate risk by remaining in a positive consolidated net cash position.

 F-31 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

8Capital management

 

When managing capital, the Group’s objectives are to safeguard its ability to continue as a going concern in order to pursue the mining operations and exploration potential of the mineral properties. The Group’s capital includes shareholders’ equity, comprising issued share capital, reserves, accumulated other comprehensive income, accumulated deficit, bank loans and non-controlling interests.

 

  2020  2019  January 1, 2019 
             
Total equity  158,043   124,717   78,808 

 

The Group’s primary objective regarding its capital management is to ensure that it has sufficient cash resources to maintain its on-going operations, provide returns for shareholders, accommodate any rehabilitation provisions and pursue growth opportunities. As at December 31, 2020, the Group is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital risk management strategy.

 

9Production costs

 

  2020  2019  2018 
          
Salaries and wages  16,122   13,905   13,160 
Consumable materials – Operations  14,938   13,020   12,143 
Consumable materials – COVID-19  824       
Electricity costs  8,312   6,383   9,313 
Site restoration        84 
Safety  708   525   592 
Cash-settled share-based expense (note 30.1(a))  634   107   43 
On mine administration  1,800   2,159   3,569 
Pre-feasibility exploration costs  373   301   411 
   43,711   36,400   39,315 

 

10Other income

 

  2020  2019  2018 
          
Government grant – Gold sale export credit incentive  4,695   866   6,482 
Government grant – Gold support price  -   1,064   - 
Other  70   94   39 
Greenstone Retirement Fund pay-out  -   250   - 
Greenstone Provident Fund pay-out  -   -   363 
Eersteling rock dump sale  -   -   217 
   4,765   2,274   7,101 

 

Government grant – Gold sale export credit incentive

 

The Reserve Bank of Zimbabwe (“RBZ”) first announced an export credit incentive (“ECI”) on the gold proceeds received for all large-scale gold mine producers during 2016. The ECI is calculated as a percentage of the gold proceeds less the charges of Fidelity.

 

 F-32 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

10Other income (continued)

 

Government grant – Gold sale credit export incentive (continued)

 

The below table indicates when the ECI was applicable and the percentages granted, as announced by the Zimbabwean Government:

 

ECI applicable periodsPercentage
May 1, 2016 – December 31, 20173.5%
January 1, 2018 – January 31, 20182.5%
February 1, 2018 – February 20, 201910%
February 21, 2019 – March 9, 20200%
March 10, 2020 – June 26, 202025%

 

All incentives granted by the Zimbabwean Government were included in other income when determined receivable. Incentives were received in Blanket Mine’s RTGS$ account. The ECI fell away after June 26, 2020.

 

Government grant – Gold support price

 

From March 6, 2019 it became apparent that Blanket Mine’s sales proceeds received from Fidelity were calculated at a gross price of $44,000 per kilogram ($1,368.58 per ounce), which exceeded the prevailing London Bullion Market Association (“LBMA”) price. On May 12, 2019, the Company received confirmation from Fidelity of this windfall receipt, called the “gold support price”, which has been implemented to incentivise gold producers to increase gold production. The gold support price has not been received since the LBMA gold price subsequently increased above $1,368.58 per ounce.

 

11Net foreign exchange gain

 

On October 1, 2018 the RBZ issued a directive to Zimbabwean banks to separate foreign currency from RTGS$ in the accounts held by their clients and pegged the RTGS$ at 1:1 to the US Dollar. On February 20, 2019 the RBZ issued a further monetary policy statement, which allowed inter-bank trading between RTGS$ and foreign currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 81.79 RTGS$ to 1 US Dollar as at December 31, 2020 (2019: 16.77 RTG$, 2018: 1 RTG$). Throughout these announcements and to the date of issue of these financial statements the US Dollar has remained the primary currency in which the Group’s Zimbabwean entities operate and the functional currency of these entities.

 

Previously there was uncertainty about what currency would be used to settle amounts owed to the Zimbabwe Government. The announcement of S.I. 142 clarified the Zimbabwean Government’s intentions that these liabilities were always denominated in RTGS$ and that RTGS$ would be the currency in which they would be settled. The devaluation of the deferred tax and electricity liabilities contributed the largest portion of the foreign exchange gain set out below.

 

 F-33 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

11Net foreign exchange gain (continued)

 

The table below illustrates the effect the weakening of the RTGS$ and other foreign currencies had on the statement of profit or loss and other comprehensive income.

 

  2020  2019  2018 
          
Unrealised foreign exchange gain  8,367   31,411   230 
Realised foreign exchange loss  (4,062)  (1,750)  (7)
Net foreign exchange gain  4,305   29,661   223 

 

12Leases

 

Leases as lessee

 

The Group leases administrative offices. The leases, which the Group normally enters into, typically run for a period of 3 to 6 years, with an option to renew the lease after that date. The two leases for the administrative offices expire in 2021 and 2025 respectively.

 

Information about leases for which the Group is a lessee is presented below.

 

i)Amounts recognised in the statement of financial position

 

Right of use assets

 

Right of use assets related to leased properties that do not meet the definition of investment property are presented as part of property, plant and equipment (refer note 17).

 

    
Balance at January 1, 2019  263 
Depreciation  (112)
Additions to right of use assets  248 
Derecognition of right of use assets  (64)
Foreign currency movement  2 
Balance at December 31, 2019  337 
Depreciation  (99)
Foreign currency movement  (9)
Balance at December 31, 2020  229 

 

Lease liabilities

 

    
Balance at January 1, 2019  263 
Additions to lease liability  195 
Finance cost  17 
Lease payments  (124)
Foreign currency movement  (2)
Balance at December 31, 2019  349 
Finance cost  15 
Lease payments  (118)
Foreign currency movement  (7)
Balance at December 31, 2020  239 

 

 F-34 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

12Leases (continued)

 

ii)Amounts recognised in profit or loss

 

  2020  2019  2018 
          
Finance cost on lease liabilities  15   17    
Unrealised foreign exchange gain  (2)  4    
Depreciation  99   112    
   112   133    

 

iii)Amounts recognised in statement of cash flows

 

  2020  2019  2018 
          
Total cash outflow for leases - principal  118   124    
Total cash outflow for leases - finance cost  (15)  (17)   

 

iv)Minimum lease payments

 

Minimum lease payments payable on leases of right of use assets are as follows:

 

  2020 
    
Less than one year  61 
One to two years  46 
Two to three years  46 
Three to four years  46 
Four to five years  40 
More than five years   
   239 

 

13Other expenses

 

  2020  2019  2018 
          
Intermediated Money Transaction Tax  451   354   116 
Solar evaluation cost*  230   160    
COVID-19 donations ~  1,322       
Community and social responsibility cost  382       
Other     8   12 
Impairment of property, plant and equipment     144   208 
Impairment of exploration and evaluation assets (note 21.1)  2,930       
   5,315   666   336 
 *On July 6, 2020 the Board appointed Voltalia as the contractor for engineering, procuring and constructing a solar plant to be owned by a subsidiary of the Company. All solar costs that were incurred before July 6, 2020 were accounted for as other expenses and accounted through profit or loss. Solar costs incurred after approval by the Board are accounted for as property, plant and equipment (refer to note 17) as it became clear and probable that future economic benefits will flow to the project.

 

 ~Blanket Mine donated $840 towards the Zimbabwean Ministry of Mines and Development and $482 towards a clinic in Gwanda, in helping to curb the spread of COVID-19 and the impacts thereof.

 

 F-35 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

14Administrative expenses

 

  2020  2019  2018 
          
Investor relations  353   414   751 
Audit fee  288   237   266 
Advisory services fees  904   408   553 
Listing fees  448   277   495 
Directors fees – Company  323   240   225 
Directors fees – Blanket  43   31   52 
Employee costs  4,065   3,030   2,917 
Other office administration cost  424   605   645 
Management liability insurance  1,032   86   52 
Travel costs  117   292   297 
Eersteling Gold Mine administration costs     17   212 
   7,997   5,637   6,465 

 

15Finance income and finance cost

 

  2020  2019  2018 
          
Finance income received - Bank  62   146   53 
             
Finance cost - Term loan (note 29)  386   165   92 
Finance cost - Capitalised to property, plant and equipment (note 17)  (53)  (165)  (92)
Unwinding of rehabilitation provision (note 28)  2   20   20 
Finance cost - Leases (note 12)  15   17    
Finance cost - Overdraft  17   307   253 
   367   344   273 
 F-36 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

16Tax expense

 

  2020  2019  2018 
Tax recognised in profit or loss            
             
Current tax  9,492   7,311   3,783 
Income tax - current year  8,969   6,802   2,523 
Income tax - prior year (over)/ under provision  (54)  29   1,075 
Withholding tax - current year  577   480   580 
Withholding tax - prior year overprovision  -   -   (395)
             
Deferred tax expense  5,681   2,979   3,662 
Origination and reversal of temporary differences  5,681   2,979   3,662 
             
Tax expense – recognised in profit or loss  15,173   10,290   7,445 
             
Tax recognised in other comprehensive income            
Income tax - current year  -   -   - 
             
Tax expense  15,173   10,290   7,445 

 

Unrecognised deferred tax assets

 

  2020  2019  2018 
          
Eersteling Gold Mining Company Limited  -   -   4,989 
Caledonia Holdings Zimbabwe (Private) Limited  593   421   - 
Greenstone Management Services Holdings Limited  376   276   191 
Tax losses carried forward  969   697   5,180 

 

Taxable losses do not expire for the entities incurring taxable losses within the Group, unless the entities cease trading. Tax losses carried forward relate to Greenstone Management Services Holdings Limited (UK) and Caledonia Holdings Zimbabwe (Private) Limited. The unrecognised tax losses relating to the entity were transferred with the sale of the entity. Deferred tax assets have not been recognised in these entities as future taxable income is not deemed probable to utilise these losses against.

 

Tax paid 2020  2019  January 1, 2019 
          
Net income tax payable at January 1  (163)  (1,538)  (1,145)
Current tax expense  (9,492)  (7,311)  (3,783)
Foreign currency movement  2,580   3,169   46 
Tax paid  6,656   5,517   3,344 
Net income tax payable at December 31  (419)  (163)  (1,538)

 

 

 F-37 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

16Tax expense (continued)

 

Reconciliation of tax rate 2020  2019  2018 
          
Profit for the year  25,257   50,401   13,756 
Total tax expense  15,173   10,290   7,445 
Profit before tax  40,430   60,691   21,201 
             
Income tax at Company's domestic tax rate (1)  -   -   - 
Tax rate differences in foreign jurisdictions (2)  12,405   16,232   6,465 
Effect of income tax calculated in RTGS$ as required by PN26 (3)  2,004   (8,526)  - 
Management fee – withholding tax on deemed dividend portion  209   224   337 
Management fee – non-deductible deemed dividend  570   652   579 
Management fee – withholding tax - current year  123   129   96 
Management fee – non-deductible withholding tax - prior year  -   -   (664)
Withholding tax on intercompany dividends  245   128   110 
Non-deductible expenditure            
- Royalty expenses (4)  -   933   882 
- Donations  107   18   14 
- Other non-deductible expenditure  177   21   123 
Credit export incentive income exemption  (598)  (124)  (1,649)
Change in income tax rate (5)  (287)  -   - 
Change in tax estimates            
 - Zimbabwean income tax  -   29   795 
 - South African income tax  (54)  63   220 
 - Other  -   -   61 
Change in unrecognised deferred tax losses  272   511   76 
Tax expense - recognised in profit or loss  15,173   10,290   7,445 

 

 (1)The tax rate in Jersey, Channel Islands is 0% (2019: 0%, 2018: 0%).
 (2)The effective tax rate of 37.52% exceeds the statutory tax rates of subsidiaries of the Company, as certain expenditures are incurred by the Company that is not tax-deductible against taxable income in Zimbabwe and South Africa, where the enacted tax rates are 25.75% and 28.00% respectively. Further, Zimbabwean legislation requires the Blanket income taxation calculation to be performed in RTGS$ whereas the functional currency in which the profit before tax is calculated in these consolidated financial statements is in US Dollar; the requirement is further described in point 3 below.
 (3)In 2019 ZIMRA issued PN26 that was affected retrospectively from February 22, 2019. The public notice provided clarity on Section 4 (a) of the Finance Act [Chapter 23.04] of Zimbabwe, which requires a company earning taxable income to pay tax in the same or other specified currency in which taxable income and revenue is earned. PN 26 clarifies that the calculation of taxable income be performed in RTGS$ and that the payment of the tax be in the ratio of the currency that the taxable income and revenue is earned. The reconciling item reconciles the profit before tax calculated using US Dollars as the functional currency of the Zimbabwean entities to taxable income calculated in RTGS$.
 (4)On August 1, 2019 the Zimbabwean Government announced in the mid-term budget speech that mining royalties will be deductible for income tax purposes. The change came into effect on January 1, 2020.
 (5)On November 26, 2020 the Zimbabwean Government announced in the 2021 National Budget Statement that the income tax rate will be reduced from 25.75% to 24.72% and will take effect in the 2021 fiscal tax year. This resulted in a change in the estimated deferred tax liability.

 

 

 F-38 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

16Tax expense (continued)

 

Recognised deferred tax assets and liabilities

 

  Assets  Liabilities  Net 
  2020  2019  2020  2019  2020  2019 
                   
Property, plant and equipment  -   -   (5,409)  (4,195)  (5,409)  (4,195)
Allowance for obsolete stock  13   22   -   -   13   22 
Prepayments  -   -   (3)  (4)  (3)  (4)
Unrealised foreign exchange  530   309   -   -   530   309 
Trade and other payables  636   739   -   -   636   739 
Cash-settled share-based payments  8   5   -   -   8   5 
Provisions  60   58   -   -   60   58 
Other  18   -   -   -   18   - 
Tax assets/ (liabilities)  1,265   1,133   (5,412)  (4,199)  (4,147)  (3,066)
 *The deferred tax liability consists of a deferred tax asset of $87 (2019: $63, January 1, 2019: $98) from the South African operation and a net deferred tax liability of $4,234 (2019: $3,129, January 1, 2019: $23,328) due to the Zimbabwean operation. The amounts are in different tax jurisdictions and cannot be offset.
  The amounts are presented as part of Non-current assets and Non-current liabilities in the Statements of financial position. The deferred tax asset recognised is supported by evidence of probable future taxable income.

 

Movement in recognised deferred tax assets and liabilities

 

  Balance
January 1,
2020
  Recognised
in profit or
loss
  Foreign
exchange
movement
  Balance
December 31,
2020
 
             
Property, plant and equipment  (4,195)  (7,195)  5,981   (5,409)
Allowance for obsolete stock  22   14   (23)  13 
Prepayments  (4)  -   1   (3)
Unrealised foreign exchange  309   732   (511)  530 
Trade and other payables  739   674   (774)  639 
Cash-settled share-based payments  5   3   -   8 
Provisions  58   76   (74)  60 
Other  -   15   -   15 
Tax (liabilities)/ assets  (3,066)  (5,681)  4,600   (4,147)

 

  Balance
January 1,
2019
  Recognised
in profit or
loss
  Foreign
exchange
movement
  Balance
December 31,
2019
 
             
Property, plant and equipment  (24,930)  (4,561)  25,296   (4,195)
Allowance for obsolete stock  258   11   (247)  22 
Prepayments  (3)  -   (1)  (4)
Unrealised foreign exchange  34   519   (244)  309 
Trade and other payables  486   1,093   (840)  739 
Cash-settled share-based payments  13   (9)  1   5 
Provisions  852   11   (805)  58 
Other  60   (43)  (17)  - 
Tax (liabilities)/ assets  (23,230)  (2,979)  23,143   (3,066)

 F-39 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

17Property, plant and equipment

 

Cost Land and
Buildings
  Mine
development,
infrastructure
and other
  Plant and
equipment
  Furniture
and fittings
  Motor
vehicles
  Solar Plant  Total 
                      
Balance at January 1, 2019  10,339   74,509   32,675   923   2,402      120,848 
Initial recognition of right of use assets  409                  409 
Additions*  267   19,020   897   88   151      20,423 
Impairments        (144)           (144)
Disposals  (212)           (16)     (228)
Reallocations between asset classes  25   (2,989)  2,964             
Foreign exchange movement  5   2   3   7   1      18 
Balance at December 31, 2019  10,833   90,542   36,395   1,018   2,538      141,326 
                             
Balance at January 1, 2020  10,833   90,542   36,395   1,018   2,538      141,326 
Additions*  1   19,507   4,221   219   458   372   24,778 
Derecognised plant and equipment        (238)           (238)
Reallocations between asset classes  930   (1,210)  280             
Foreign exchange movement  (7)     (14)  (2)  (1)  20   (4)
Balance at December 31, 2020  11,757   108,839   40,644   1,235   2,995   392   165,862 

 

 *

Included in additions is an amount of $15,771 (2019: $14,051, 2018: $19,323) relating to capital work in progress (“CWIP”) and contains $53 (December 31, 2019: $165, 2018: $61) of borrowing costs capitalised from the term loan. As at year end $85,479 of CWIP was included in the cost closing balance (2019: $69,708, January 1, 2019: $55,657).

On July 6, 2020 the Board appointed Voltalia as the contractor for engineering, procuring and constructing a solar plant to be owned by a subsidiary of the Company. All solar costs that were incurred before July 6, 2020 were accounted for as other expenses and accounted through profit or loss. Solar costs incurred after approval by the Board are accounted for as Property, plant and equipment as it became clear and probable that future economic benefits will flow to the project. The 40-hectare site for the project has been cleared and fenced and is ready for civil work to commence.  Construction on the 12MWac solar plant is expected to be completed in April 2022.

 ~The Group voluntarily changed its disclosure policy for exploration and evaluation assets to be disclosed separately as Exploration and evaluation assets rather than as part of Property, plant and equipment (refer to note 4(b)(i)).  The new disclosure policy was adopted from December 10, 2020 and has been applied retrospectively.

 

 F-40 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

17Property, plant and equipment (continued)

 

Accumulated depreciation and Impairment losses Land and
Buildings
  Mine
development,
infrastructure
and other
  Plant and
equipment
  Furniture
and fittings
  Motor
vehicles
  Solar Plant  Total 
                      
Balance at January 1, 2019  4,411   5,821   17,357   649   2,150      30,388 
Initial recognition of right of use assets  146                  146 
Depreciation for the year  1,005   504   2,693   99   133      4,434 
Disposals  (149)           (16)     (165)
Foreign exchange movement           5   6      11 
Balance at December 31, 2019  5,413   6,325   20,050   753   2,273      34,814 
                             
Balance at January 1, 2020  5,413   6,325   20,050   753   2,273      34,814 
Depreciation for the year  1,030   648   2,691   102   157      4,628 
Accumulated depreciation for derecognised plant and equipment        (56)           (56)
Foreign exchange movement  3         (6)        (3)
Balance at December 31, 2020  6,446   6,973   22,685   849   2,430      39,383 
                             
Carrying amounts                            
At January 1, 2019  5,928   68,688   15,318   274   252      90,460 
At December 31, 2019  5,420   84,217   16,345   265   265      106,512 
At December 31, 2020  5,311   101,866   17,959   386   565   392   126,479 

 

 

 

 F-41 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

17Property, plant and equipment (continued)

 

Economic recovery

 

Items of property, plant and equipment are depreciated over the LoMP, which includes planned production from inferred resources. These inferred resources are included in the calculation when the economic recovery thereof is demonstrated by the achieved recovered grade relative to the mine’s pay limit for the period 2006 to 2018. The pay limit has ranged from 2.10 g/t in 2019 to 2.10 g/t in 2020 while the recovered grade has ranged from 3.26 g/t to 3.38 g/t over the period. All-in-sustaining-cost# has remained consistently below the gold price received over this period resulting in economic recovery of the inferred resources.

 

 #All-in sustaining cost (“AISC”) per ounce is calculated as the on-mine cost per ounce to produce gold (which includes production costs before intercompany eliminations and exploration costs) plus royalty paid, additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg, London and Jersey), costs associated with maintaining the operating infrastructure and resource base that are required to maintain production at the current levels (sustaining capital investment), the share-based expense arising from the LTIP less silver by-product revenue and the export credit incentive.

 

 

 

 

 

 

 

 F-42 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

18Exploration and evaluation assets

 

  Glen Hume  Connemara
North
  GG  Eagle
Vulture,
Mascot &
Penzance
  Sabiwa  Total 
                   
Balance at January 1, 2019        3,347   3,344   276   6,967 
- Consumables and drilling        6   (3)     3 
- Contractor        36   57      93 
- Labour        32   8      40 
- Power        20   10   6   36 
Balance at December 31, 2019        3,441   3,416   282   7,139 
                         
Balance at January 1, 2020        3,441   3,416   282   7,139 
- Option payments  2,500   300            2,800 
- Consumables and drilling  161      28         189 
- Labour        35   11      46 
- Power        19   3   2   24 
Reallocate to assets held for sale (note 21.1) ~           (500)     (500)
Impairment ~           (2,930)     (2,930)
Balance at December 31, 2020  2,661   300   3,523      284   6,768 

 

 *The Group voluntarily changed its disclosure policy for exploration and evaluation assets to be disclosed separately as Exploration and evaluation assets rather than as part of Property, plant and equipment (refer to note 4(b)(i)).  The new disclosure policy was adopted from December 10, 2020 and has been applied retrospectively.
 ~Management determined the fair value of Eagle Vulture, Mascot and Penzance as the future sale price as agreed by independent parties in the sale contract that amounted to $500.  The carrying amount of Eagle Vulture, Mascot and Penzance before the impairment was $3,430 and the write down resulted in an impairment expense of $2,930.  The $500 carrying value was reallocated to Assets held for sale in December, 2020.

 

 F-43 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

18Exploration and evaluation assets (continued)

 

(a)Glen Hume

 

On November 19, 2020 the Company concluded an option agreement (“Glen Hume option”) with the representatives of Glen Hume, whereby they granted the Company an option for the right to carry out legal due diligence and conduct drilling and/or other exploratory work over a period of 15 months from the conclusion date to understand the resource body of the Glen Hume property, situated in Gweru, Zimbabwe.

 

On November 24, 2020 a price of $2.5 million was paid for the Glen Hume option. The Company aims to spend approximately $1 million over the option period to understand the gold deposit.

 

Should the Company exercise the option, an exercise price of $2.5 million will be payable to obtain the mining claims and the Glen Hume representatives will also obtain a 1% net smelter royalty (“NSR”) on the future production of the Glen Hume project. The NSR can subsequently be bought out at the Company's discretion for a lump sum payment of $15 million within the first five years following the acquisition by the Company of the claims, or $10 million until the tenth anniversary of operation or $5 million thereafter.

 

(b)Connemara North

 

On December 16, 2020 the Company concluded an option agreement (“Connemara North option”) with the representatives of Connemara North to purchase the claims over the Connemara North mining properties situated in Gweru, Zimbabwe. The exercise of the option will be exercisable at the discretion of the Company.

 

An amount of $300 is payable for the Connemara North option and remained outstanding at the date of approval of the consolidated financial statements. The outstanding amount was accounted for as Trade and other payables (Refer note 31).

 

The Connemara North option gives the Company the right to carry out legal due diligence and conduct drilling and/or other exploratory work over a period of 18 months from the conclusion date to understand the resource body.

 

If the Company elects to exercise the option, $600 becomes payable to the Connemara representatives within 7 days of the submission of the transfer documents to the Ministry of Mines and a further $4.4 million within 7 days from confirmation of transfer of ownership by the Ministry of Mines. The first payment of $600 will remain refundable subject to the Ministry of Mines approval. After the purchase, the Connemara representatives will retain a 1% NSR payable quarterly in arrears on the net sale proceeds from the Connemara gold deposits.

 

19Inventories

 

  2020  2019  January 1, 2019 
          
Consumable stores  15,632   10,716   9,210 
Gold in progress  1,166   376   217 
   16,798   11,092   9,427 

 F-44 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

20Cash and cash equivalents

 

  2020  2019  January 1, 2019 
          
Bank balances  19,092   9,383   11,187 
Cash and cash equivalents in the statement of financial position  19,092   9,383   11,187 
Bank overdrafts used for cash management purposes     (490)   
Net cash and cash equivalents at year end  19,092   8,893   11,187 

 

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in note 33.

 

  Denomination RTGS$  Interest rate 
Overdraft facilities      
Stanbic Bank  15,000,000   55%
First Capital Bank  10,000,000   55%

 

21Assets held for sale

 

  Note 2020  2019  January 1, 2019 
Non-current assets held for sale              
Eagle Vulture, Mascot & Penzance 21.1  500       
Sale of subsidiary 21.2     ���   296 

 

21.1Eagle Vulture, Mascot and Penzance

 

Farvic Consolidated Mines (Pvt) Ltd (“Farvic”) requested permission from the Company to perform drilling on the Eagle Vulture, Mascot and Penzance orebodies to obtain an understanding of the technical feasibility and commercial viability of Eagle Vulture, Mascot and Penzance in 2019. Farvic later expressed their interest in buying Eagle Vulture, Mascot and Penzance in late 2020. Management evaluated the proposition and a price was determined in November of 2020. On February 24, 2021 Farvic and the Group concluded the sale contract at $500 and Blanket relinquished all rights to the properties.

 

The assets were available for sale in their condition in December 2020 and therefore met the criteria to be classified as held for sale.

 

Management determined the fair value as $500 at December 31, 2020, as this was the lower of the fair value less cost to sell and the carrying amount. The carrying amount of Eagle Vulture, Mascot and Penzance, before impairment, at December 31, 2020 was $3,430 and it was classified as an Exploration and evaluation asset. The write down resulted in an impairment expense of $2,930.

 

21.2Sale of subsidiary

 

On May 31, 2018 the Group entered into an amended share sale agreement with SH Mineral Investments Proprietary Limited (“SH Minerals”) to sell the shares and claims of Eersteling Gold Mining Company Limited (“Eersteling”), a South African subsidiary previously consolidated as part of the Group, that has been on care and maintenance since 1997. The amended share sale agreement allowed for a purchase price of $3,000 which would be settled by three payments of $1,000 payable on the completion date, 12 and 18 months after the completion date. On January 31, 2019 all suspensive conditions for the sale were met and the Group transferred the registered and beneficial ownership of Eersteling to SH Minerals. During 2020 $900 (2019: $1,000) was received as payment towards the purchase price. A further $340 was received in February 2021. Management believes that the remainder of the deferred consideration is recoverable.

 

 F-45 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

21Assets held for Sale (continued)

 

21.2Sale of subsidiary (continued)

 

Details of the disposal are as follows:

 

  2019 
    
Carrying amounts of net assets over which control was lost:    
Non-current assets    
Property, plant and equipment  227 
     
Current assets    
Trade and other receivables  84 
Total assets  311 
     
Non-current liabilities    
Rehabilitation provision  650 
     
Current liabilities    
Trade and other payables  8 
Total liabilities  658 
     
Consideration receivable:    
Cash received  1,000 
Deferred consideration (at January 31, 2019)  1,953 
Total consideration  2,953 
     
Profit on sale of subsidiary:    
Net liabilities derecognised  347 
Cumulative exchange differences in respect of the net liabilities of the subsidiary reclassified from equity on loss of control of subsidiary  2,109 
Fair value consideration receivable (at January 31, 2019)  2,953 
Profit on sale of subsidiary  5,409 

 

22Trade and other receivables

 

  2020  2019  January 1, 2019 
          
Bullion sales receivable  1,311   2,987   2,695 
VAT receivables  2,278   1,765   2,743 
Deferred consideration on the disposal of subsidiary  1,100   1,991    
Deposits for stores and equipment and other receivables  273   169   954 
   4,962   6,912   6,392 

 

 F-46 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

22Trade and other receivables (continued)

 

The Group's exposure to credit and currency risks, and impairment losses related to trade and other receivables are disclosed in notes 7 and 33. The net carrying value of trade receivables was considered a reasonable approximation of fair value and are short-term in nature. No provision for expected credit losses were recognised as all scheduled payments were received as expected up to the date of approval of these financial statements and non-payment of Trade and other receivables were not foreseen. The Bullion sales receivable and part of the VAT receivable were received after year-end.

 

23Derivative financial assets

 

  2020  2019  January 1, 2019 
          
Derivatives not designated as hedging instruments:            
Gold exchange-traded fund ("Gold ETF")  1,184       
Gold Hedge     102    
   1,184   102    

 

Gold ETF

 

In April 2020 the South African subsidiary, Caledonia Mining South Africa Proprietary Limited, purchased a Gold ETF through Standard Bank Limited at a cost of $1,058. The Gold ETF is denominated in South African Rand and the instrument is utilised to invest excess short-term Rands on hand at the South African subsidiary. The Gold ETF’s value tracks the US spot gold price and was entered into to offset fluctuations in the South African Rand against the US Dollar. The total expense, representing the change in the Rand tracked USD spot gold price, amounted to $164 (2019: $Nil) for the twelve months ended December 31, 2020. Foreign currency translation gains, due to the fluctuations in the Rand against the US Dollar on the translation of the foreign subsidiary, amounted to $290 (2019: $Nil).

 

Gold Hedge

 

The Company entered into a hedge in November 2019 at a cost of $379. The hedge was in the form of put options in respect of 4,600 ounces of gold for the period January to June 2020 exercisable at a strike price of $1,400 per ounce. At December 31, 2020 the mark-to-market valuation, that represents the fair value of the hedge, amounted to $Nil (2019: $102, 2018: $Nil). The put options were entered into by the Company for economic hedging purposes to ensure sufficient cash availability for Blanket Mine’s capital investment plan, rather than as a speculative investment. The hedge expired on June 30, 2020.

 

Fair value losses on derivative assets 2020  2019  2018 
          
Gold ETF  164       
Gold hedge  102   601   360 
   266   601   360 

 

 F-47 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

24Share capital

 

Authorised

 

Unlimited number of ordinary shares of no par value.

 

Unlimited number of preference shares of no par value.

 

Issued ordinary shares

 

  Number of
fully paid
shares
  Amount 
       
January 1, 2019  10,603,153   55,102 
Shares issued - share-based payment - employees  159,888   963 
December 31, 2019  10,763,041   56,065 
Shares issued:        
- share-based payment - employees (note 30.1(a))  25,553   216 
- options exercised  5,000   30 
- equity raise*  597,963   12,538 
- Blanket shares purchased from Fremiro (note 6)  727,266   5,847 
December 31, 2020  12,118,823   74,696 
*The Company raised equity for the construction of the solar plant by way of an At The Market (“ATM”) equity offer on the NYSE American. Gross proceeds of $13,000 were raised pursuant to the ATM sales agreement with Cantor Fitzgerald & Co. at a transaction cost of $462.

 

25Reserves

 

Foreign currency translation reserve

 

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations with functional currencies that differ from the presentation currency.

 

 

Share-based payment reserve

 

The share-based payment reserve comprises the fair value of equity instruments granted to employees, directors and service providers under share option plans (refer to note 30) and equity instruments issued to Blanket’s indigenous shareholders under Blanket Mine’s Indigenisation Transaction (refer note 6).

 

Contributed surplus

 

The contributed surplus reserve comprises the reduction in stated capital as approved by shareholders at the special general meeting on January 24, 2013 to be able to commence dividend payments.

 

Reserves

 

  2020  2019  January 1, 2019 
          
Foreign currency translation reserve  (8,794)  (8,621)  (6,561)
Equity-settled share-based payment reserve  14,513   16,760   16,760 
Contributed surplus  132,591   132,591   132,591 
Total  138,310   140,730   142,790 

 

 F-48 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

26Earnings per share

 

Weighted average number of shares – Basic earnings per share      
(in number of shares) 2020  2019  2018 
          
Issued shares at the beginning of year (note 24)  10,763,041   10,603,153   10,603,153 
Issued shares post consolidation  10,763,041   10,603,153   10,603,153 
Weighted average shares issued  940,489   138,736   - 
Weighted average number of shares at December 31  11,703,530   10,741,889   10,603,153 

 

Weighted average number of shares - Diluted earnings per share      
(in number of shares) 2020  2019  2018 
          
Weighted average at December 31  11,703,530   10,603,851   10,603,153 
Effect of dilutive options  13,173   143,267   698 
Weighted average number of shares (diluted) at December 31  11,716,703   10,747,118   10,603,851 

 

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the year during which the options were outstanding. Options of 14,827 (2019: 32,771, 2018: 37,302) were excluded from the dilutive earnings per share calculation as these options were anti-dilutive.

 

The quantity of options outstanding as at year end that were out of the money amounted to Nil (2019: 18,000, 2018: 18,000) options.

 

The calculation of total basic and diluted earnings per share for the year ended December 31, 2020 was based on the adjusted profit attributable to shareholders as follows:

 

  2020  2019  2018 
          
Profit for the year attributable to owners of the Company (basic and diluted)  20,780   42,018   10,766 
Blanket Mine Employee Trust Adjustment  (485)  (986)  (280)
Profit attributable to ordinary shareholders (basic and diluted)  20,295   41,032   10,486 
Basic earnings per share - $  1.73   3.82   0.99 
Diluted earnings per share - $  1.73   3.81   0.99 

 

Basic earnings are adjusted for the amounts that accrue to other equity holders of subsidiaries upon the full distribution of post-acquisition earnings to shareholders.

 

Diluted earnings are calculated on the basis that the unpaid ownership interests of Blanket Mine’s indigenous shareholders are effectively treated as options whereby the weighted average fair value for the period of the Blanket Mine shares issued to the indigenous shareholders and which are subject to settlement of the loan accounts is compared to the balance of the loan accounts and any excess portion is regarded as dilutive. The difference between the number of Blanket Mine shares subject to the settlement of the loan accounts and the number of Blanket Mine shares that would have been issued at the average fair value, is treated as the issue of shares for no consideration and regarded as dilutive shares. The calculated dilution is taken into account with additional earnings attributable to the dilutive shares in Blanket Mine, if any. The interest of the NIEEF and Fremiro shareholdings were anti-dilutive in the current and prior year (i.e., the value of the options was less than the outstanding loan balance). Accordingly, there was no adjustment to fully diluted earnings attributable to shareholders.

 F-49 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

27Non-controlling interests

 

Blanket Mine recognise NCI at an effective share of 13.2% (2019: 16.2%, 2018: 16.2%)

 

  2020  2019  2018 
          
Current assets  24,864   21,386   19,107 
Non-current assets  133,908   115,610   98,700 
Current liabilities  7,339   (8,630)  (13,200)
Non-current liabilities  (8,065)  (9,085)  (33,043)
Net assets of Blanket Mine (100%)  158,046   119,281   71,564 
             
Carrying amount of NCI (2020: 13.2%, 2019: 16.2%, 2018: 16.2%)  16,524   16,302   8,345 
             
Revenue  100,002   75,826   68,399 
Profit after tax  33,361   51,746   18,456 
Total comprehensive income of Blanket Mine (100%)  33,361   51,746   18,456 
             
Profit allocated to NCI (2020: 13.2%, 2019: 16.2%, 2018: 16.2%)  4,477   8,383   2,990 
Dividend allocated to NCI (2020: 13.2%, 2019: 16.2%, 2018: 16.2%)  (655)  (426)  (589)

 

28Provisions

 

Site restoration

 

Site restoration relates to the estimated cost of closing down the mines and represents the site and environmental restoration costs, estimated to be paid throughout the period up until closure due to areas of environmental disturbance present at the reporting date as a result of mining activities. Regarding Blanket Mine the costs of site restoration are discounted based on the estimated life of mine. Site restoration costs at Blanket Mine are capitalised to mineral properties depreciated at initial recognition and amortised systematically over the estimated life of the mine for costs relating to the decommissioning of property, plant and equipment.

 

Reconciliation of site restoration provision 2020  2019 
       
Balance January 1  3,346   3,309 
Unwinding of discount  2   20 
Change in estimate - adjustment capitalised in Property, plant and equipment  219   17 
Balance December 31  3,567   3,346 

 

The discount rates currently applied in calculating the net present value of the Blanket Mine provision is 1.45% (2019: 2.31%, January 1, 2019: 2.95%), based on a risk-free rate and cash flows estimated at an average 2.05% inflation (2019: 2.27%, January 1, 2019: 2.13%). The gross rehabilitation costs, before discounting, amounted to $3,389 (2019: $3,364, January 1, 2019: $3,604) for Blanket Mine as at December 31, 2020.

 F-50 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

29Loans and borrowings

 

   2020   2019   2018 
             
Balance at January 1  2,471   5,960   1,486 
Cash flows            
Repayment            
- Capital  (574)  -   (1,500)
- Finance cost  (388)  (130)  (58)
Proceeds  -   2,340   6,000 
Transaction cost  -   (46)  (60)
Unrealised foreign exchange  (1,487)  (5,818)  - 
             
Non-cash flow            
Finance cost  386   165   92 
Balance at December 31  408   2,471   5,960 
             
Long-term portion of loan facility  -   1,942   5,960 
Short-term portion of loan facility  408   529   - 

 

Finance cost are accounted for in note 15 on the effective interest rate method.

 

Terms and repayment schedule

 

The terms and conditions of outstanding loans are as follows on December 31:

 

        2020 2019
   Currency   

Nominal

interest rate

   

Year of

maturity

   

Face

value

   

Carrying

value

   

Face

value

   

Carrying

value

 
                             
Unsecured bank loan - Stanbic  RTGS$   50%  2021   87   87   384   384 
Unsecured bank loan - First Capital  RTGS$   55%  2021   321   321   2,087   2,087 
Total              408   408   2,471   2,471 

 

The Stanbic loan is repayable as a single bullet payment in December 2021. The First Capital loan is repayable by way of 4 quarterly installments and commenced in December 2020.

 

30Share-based payments

 

30.1Cash-settled share-based payments

 

The Group has expensed the following cash-settled share-based expense arrangements for the twelve months ended December 31:

 

   Note   2020   2019   2018 
                 
Restricted Share Units and Performance Units  30.1(a)  1,299   616   218 
Caledonia Mining South Africa employee incentive scheme  30.1(b)  114   73   97 
       1,413   689   315 

 

 F-51 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

30Share-based payments (continued)

 

30.1Cash-settled share-based payments (continued)

 

(a)Restricted Share Units and Performance Units

 

Certain management and employees within the Group are granted Restricted Share Units (“RSUs”) and Performance Units (”PUs”) pursuant to provisions of the 2015 Omnibus Equity Incentive Compensation Plan (“OEICP”). All RSUs and PUs were granted and approved at the discretion of the Compensation Committee of the Board of Directors.

 

RSUs vest three years after grant date given that the service condition of the relevant employees have been fulfilled. The value of the vested RSUs is the number of RSUs vested multiplied by the fair market value of the Company’s shares, as specified by the OEICP, on the date of settlement.

 

PUs have a performance condition based on gold production and a performance period of three years. The number of PUs that vest will be the PUs granted multiplied by the performance multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations on the date of the award.

 

RSU holders are entitled to receive dividends over the vesting period. Such dividends will be reinvested in additional RSUs at the then applicable share price. PUs have rights to dividends only after they have vested.

 

RSUs and PUs allow for settlement of the vesting date value in cash or shares issuable at fair market value or a combination of both at the discretion of the unitholder.

 

The fair value of the RSUs at the reporting date was based on the Black Scholes option valuation model. The fair value of the PUs at the reporting date was based on the Black Scholes option valuation model less the fair value of the expected dividends during the vesting period multiplied by the performance multiplier expectation. At the reporting date it was assumed that there is a 93%-100% probability that the performance conditions will be met and therefore a 93%-100% (2019: 93%-100%, 2018: 85%) average performance multiplier was used in calculating the estimated liability. The liability as at December 31, 2020 amounted to $2,240 (2019: $524, January 1, 2019: $2,043). Included in the liability as at December 31, 2020 is an amount of $634 (2019: $107, 2018: $43) that was expensed and classified as production costs; refer to note 9. During the year PUs and RSUs to the value of $216 vested and were issued as share capital.

 

 F-52 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

30Share-based payments (continued)

 

30.1Cash-settled share-based payments (continued)

 

(a)Restricted Share Units and Performance Units (continued)

 

The following assumptions were used in estimating the fair value of the cash-settled share-based payment liability on:

 

  December 31, December 31,
  2020 2019
   RSUs   PUs   RSUs   PUs 
Fair value (USD) $15.88  $15.51  $8.46  $8.19 
Share price (USD) $15.88  $15.88  $8.46  $8.46 
Performance multiplier percentage     93-100%      93-100% 
                 
Share units granted:                
   RSUs   PUs   RSUs   PUs 
                 
Grant – January 11, 2016        60,645   242,579 
Grant- March 23, 2016        10,965   43,871 
Grant – June 8, 2016        5,117   20,470 
Grant - January 19, 2017  4,443   17,774   4,443   17,774 
Grant - January 11, 2019     95,740      95,740 
Grant - March 23, 2019     28,287      28,287 
Grant - June 8, 2019     14,672      14,672 
Grant - January 11, 2020  17,585   114,668       
Grant - March 31, 2020     1,971       
Grant - June 1, 2020     1,740       
Grant - September 9, 2020     1,611       
Grant - September 14, 2020     20,686       
Grant - October 5, 2020     514       
RSU dividends reinvested  995      11,316    
Settlements/ terminations  (5,052)  (17,774)  (87,434)  (306,920)
Total awards  17,971   279,889   5,052   156,473 

 

On January 11, 2021, 78,883 PUs were granted to certain employees within the Group.

 

(b)Caledonia Mining South Africa employee incentive scheme

 

From 2017 Caledonia Mining South Africa Proprietary Limited granted 52,282 awards to its employees that entitle them to a cash pay-out at the Company’s share price on November 30 of each year over a 3-year period from the grant date. The cash-settled share-based payment liability was calculated based on the number of awards expected to vest multiplied by the Company’s Black Scholes option valuation fair value of £12.05 at the reporting date and apportioned for the quantity vested over the total vesting period. The liability relating to these cash-settled share-based payment awards amounted to $30 (December 31, 2019: $16, January 1, 2019: $47) and the expense amounted to $114 (2019: $73, 2018: $97) for the twelve months ended December 31, 2020. The following assumptions were used in estimating the fair value of the cash-settled share-based payment liability for the year ended December 31, 2020.

 

 F-53 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

30Share-based payments (continued)

 

30.1Cash-settled share-based payments (continued)

 

(b)Caledonia Mining South Africa employee incentive scheme (continued)

 

During September 2020 it was communicated to employees of Caledonia Mining South Africa Proprietary Limited that because going forwards they would receive awards of PUs under the Plan, a discretionary 10% cash bonus scheme would gradually replace the current cash-settled share-based scheme and no more awards would be made under that scheme. To the extent their cash-settled share-based payments fall shot of the cash bonus, they would receive an amount to make up the shortfall. The shortfall between 10% of the cash bonus and the cash-settled share-based payments, where applicable, was accounted for as employee costs (note 14) and included in Trade and other payables (note 31).

 

   2020   2019 
   Awards 
Grant – July 2017 (3-year term)     37,330 
Grant – August 2018 (3-year term)  5,918   5,918 
Grant - August 2019 (3-year term)  9,034   9,034 
Awards paid out/ expired  (11,941)  (44,985)
Total awards outstanding  3,011   7,297 
         
Estimated awards expected to vest  100%  100%

 

30.2Equity-settled share-based payments

 

The Group has expensed the following equity-settled share-based payment arrangements for the years ended December 31:

 

   Note   2020   2019   2018 
                 
Share option programmes  30.2(a)        14 
             14 

 

(a)Share option programs

 

In accordance with the OEICP, options are granted at an exercise price equal to the greater of volume weighted average trading price for the five days prior to grant or the closing price on the day immediately prior to the date of grant. The options vest according to dates set at the discretion of the Compensation Committee of the Board of Directors at the date of grant. All outstanding option awards that have been granted, pursuant to the plan, vest immediately.

 

Terms and conditions of share option programs

 

The maximum term of the options under the OEICP is ten years. Equity-settled share-based payments under the OEICP will be settled by physical delivery of shares. Under the OEICP the aggregate number of shares that may be issued pursuant to the grant of options, or under any other share compensation arrangements of the Company, will not exceed 10% of the aggregate issued and outstanding shares issued of the Company. At December 31, 2020, the Company has the following options outstanding:

 

 Number of Options   Exercise Price  Expiry Date
     Canadian $   
 18,000   11.50  Oct 13, 2021
 10,000   9.30  Aug 25, 2024
 28,000       

 

 F-54 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

30Share-based payments (continued)

 

30.2Equity-settled share-based payments (continued)

 

(a)Share option programs (continued)

 

The continuity of the options granted, exercised, cancelled and expired under the Plan were as follows:

 

   

Number of

Options

   

Weighted Avg.

Exercise Price

 
       Canadian $ 
Options outstanding and excercisable at January 1, 2019  38,000   9.48 
Granted  -   - 
Exercised  -   - 
Options outstanding and excercisable at December 31, 2019  38,000   9.48 
Granted  -   - 
Exercised  (5,000)  8.10 
Expired  (5,000)  4.00 
Options outstanding and excercisable at December 31, 2020  28,000   10.71 

 

The weighted average remaining contractual life of the outstanding options is 1.81 years (2019: 2.14 years, 2018: 3.14 years).

 

Inputs for measurement of grant date fair values

 

The fair value of share-based payments noted above was estimated using the Black-Scholes Option Pricing Model as the fair value of the services could not be estimated reliably. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. The following assumptions were used in determining the fair value of the options:

 

Options Granted  10,000 
Grant date  February 27, 2018 
Risk-free interest rate  2.86%
Expected stock price volatility (based on historical volatility)  32%
Expected option life in years  3 
Exercise price  CAD 9.30 
Share price at grant date  CAD 9.30 
Fair value at grant date $1.40 

 

The exercise price was determined as the prevailing Toronto Stock Exchange share price on the day of the grant. Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price. The expected term has been based on historical experience. The share-based payment expense relating to the grants amounted to $Nil (2019: $Nil; 2018: $14).

 

 F-55 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

31Trade and other payables

 

   2020   2019   

January 1,

2019

 
             
Trade payables and accruals  1,897   2,825   2,510 
Electricity accrual  735   626   4,054 
Audit fee  273   370   239 
Shareholders for dividend (Non-controlling interest)  208   364   215 
Other payables  1,209   582   475 
Connemara North - exploration option  300       
Financial liabilities  4,622   4,767   7,493 
             
Production and management bonus accrual - Blanket Mine  467   1,092    
Other employee benefits  794   546   669 
Leave pay  2,098   1,943   1,889 
Accruals  683       
Non-financial liabilities  4,042   3,581   2,558 
Total  8,664   8,348   10,051 

 

The Group's exposure to credit and currency risks and impairment losses related to trade and other receivables are disclosed in notes 7 and 33.

 

The Group voluntarily changed the disclosure policy for lease liabilities to be disclosed separately rather than under Trade and other payables (refer to note 4(b)(ii)). The new disclosure policy was adopted from December, 2020 and has been applied retrospectively.

 

 F-56 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

32Cash flow information

 

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

 

   2020   2019   2018 
             
Operating profit  40,735   60,889   21,421 
Adjustments for:            
Impairment of property, plant and equipment     144   208 
Impairment of exploration and evaluation assets  2,930       
Profit on sale of subsidiary     (5,409)   
Unrealised foreign exchange gains (note 11)  (8,367)  (31,307)  (243)
Cash-settled share-based expense (note 30.1)  1,413   689   228 
Cash-settled share-based expense included in production costs
(note 9)
  634   107   43 
Settlement of cash-settled share-based expense  (1)  (1,384)   
Equity-settled share-based expense        14 
Site restoration        30 
Depreciation  4,628   4,434   4,071 
Allowance for obsolete inventory        15 
Fair value loss/ (gain) on derivative assets (note 23)  266   (102)   
Disposal of property, plant and equipment     63    
Derecognition of property, plant and equipment  182       
Net cash used for assets and liabilities held for sale        (2)
Cash generated by operations before working capital changes  42,420   28,124   25,785 
Inventories  (5,707)  (1,655)  (277)
Prepayments  816   (2,099)  (62)
Trade and other receivables  539   393   (1,916)
Trade and other payables  (101)  (878)  (2,411)
Cash generated by operations  37,967   23,885   21,119 

 

33Financial Instruments

 

(a)Credit risk

 

Exposure to credit risk

 

The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was:

 

Carrying amount  2020   2019   

January 1,

2019

 
             
Zimbabwe  1,581   3,123   3,639 
Jersey, Channel Islands  1,100   2,003    
Other regions  3   20   10 
   2,684   5,146   3,649 

 

 F-57 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

33Financial Instruments (continued)

 

(b)Liquidity risk

 

The following are the contractual maturities of financial liabilities, including contractual interest payments and excluding the impact of netting agreements.

 

Non-derivative financial liabilities

 

December 31, 2020  

Carrying

amount

   

12 months

or less

   1-3 Years 
             
Trade and other payables  4,622   4,622   - 
Term loan facility  408   408   - 
   5,030   5,030   - 
             
December 31, 2019  

Carrying

amount

   

12 months

or less

   1-3 Years 
             
Trade and other payables  5,116   5,116   - 
Term loan facility  2,471   -   2,471 
   7,587   5,116   2,471 
             
January 1, 2019  

Carrying

amount

   

12 months

or less

   1-3 Years 
             
Trade and other payables  7,493   7,493   - 
Term loan facility  5,960   -   5,960 
   13,453   7,493   5,960 

 

(c)Currency risk

 

The Group is exposed to currency risk to the extent that there is a mismatch between the currency that it transacts in and the functional currency. The results of the Group’s operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Group are reported in US Dollar in the Group’s consolidated financial statements.

 

The fluctuation of the US Dollar in relation to other currencies that entities within the Group may transact in will consequently have an effect upon the profitability of the Group and may also effect the value of the Group’s assets and liabilities. As noted below, the Group has certain financial assets and liabilities denominated in currencies other than the functional currency of the Company. To reduce exposure to currency transaction risk, the Group regularly reviews the currency in which it spends its cash to identify and avoid specific expenditures in currencies that experience inflationary pressures. The Group invested in a Gold ETF to avoid fluctuations in South African Rands. Further, the Group aims to maintain cash and cash equivalents in US Dollar to avoid foreign exchange exposure and to meet short-term liquidity requirements.

 

 F-58 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

33Financial Instruments (continued)

 

(c)Currency risk (continued)

 

Sensitivity analysis

 

As a result of the Group’s monetary assets and liabilities denominated in foreign currencies which is different to the functional currency of the underlying entities, the profit or loss and equity in the underlying entities could be affected by movements between the functional currency and the foreign currency. The table below indicates consolidated monetary assets/(liabilities) in the Group that have a different functional currency and foreign currency.

 

  2020 2019 January 1, 2019
  $'000 $'000 $'000
  Functional currency Functional currency Functional currency
  ZAR $ ZAR $ ZAR $
                         
Cash and cash equivalents  59   1,959   57   4,176   57   8,147 
Trade and other receivables  -   249   -   1,735   -   126 
Trade and other payables  -   (174)  -   (179)  -   (345)
Term loan  -   408   -   (2,471)  -   (5,960)
Overdraft  -   -   -   (490)  -   - 
   59   2,442   57   2,771   57   1,968 

 

A reasonably possible strengthening or weakening of 5% of the various functional currencies against the foreign currencies would have the following equal or opposite effect on profit or loss and equity for the Group:

 

  2020 2019 January 1, 2019
  $'000 $'000 $'000
  Functional currency Functional currency Functional currency
  ZAR $ ZAR $ ZAR $
                         
Cash and cash equivalents  3   103   3   199   3   388 
Trade and other receivables  -   12   -   82   -   6 
Trade and other payables  -   (8)  -   9   -   (16)
Term loan  -   19   -   (117)  -   (283)
Overdraft  -   -   -   (23)  -   - 
   3   126   3   150   3   95 

 

(d)Interest rate risk

 

The Group's interest rate risk arises from Loans and borrowings, overdraft facility and cash held. The Loans and borrowings, overdraft facility and cash held have variable interest rates. Variable rates expose the Group to cash flow interest rate risk. The Group has not entered into interest rate swap agreements.

 

The Group’s assets and liabilities exposed to interest rate fluctuations as at year end is summarised as follows:

 

   2020   2019   

January 1,

2019

 
             
Cash and cash equivalents  19,092   9,383   11,187 
Term loan  (408)  (2,471)  (5,960)
Overdraft     (490)   

 

 F-59 

Caledonia Mining Corporation Plc

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020, 2019 and 2018

(in thousands of United States Dollars, unless indicated otherwise

 

 

33Financial Instruments (continued)

 

(d)Interest rate risk (continued)

 

Interest rate risk arising from borrowings is offset by interest from available cash and cash equivalents. The table below summarises the effect of a change in finance cost on the Group’s profit or loss and equity, had the rates charged differed.