Caledonia Mining Corp Plc 6-K, filed Nov 10, 2022
Caledonia Mining Corp Plc (CMCL)
About this 6-K
Caledonia Mining Corp Plc filed this 6-K on November 10, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934
For the month of November 2022
Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)
B006 Millais House
Castle Quay
St Helier
Jersey JE2 3EF
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F ______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ______
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ______
INCORPORATION BY REFERENCE
Exhibits 99.1 to 99.4 included with this report on Form 6-K are expressly incorporated by reference into this report and are hereby incorporated by reference as exhibits to the Registration Statement on Form F-3 of Caledonia Mining Corporation Plc (File No. 333-255500), as amended or supplemented.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CALEDONIA MINING CORPORATION PLC | |||
| (Registrant) | |||
| By: | /s/ Steve Curtis | ||
| Dated: November 09, 2022 |
Name: |
Steve Curtis | |
| Title: | CEO and Director |
||
Exhibit Index
| Exhibit | Description |
| 99.1 | Interim Financial Statements/Report |
| 99.2 | Interim MD&A |
| 99.3 | 52-109F2 - Certification of Interim Filings - CEO |
| 99.4 | 52-109F2 - Certification of Interim Filings - CFO |
Exhibit 99.1
Caledonia Mining Corporation Plc
| MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION |
To the Shareholders of Caledonia Mining Corporation Plc:
Management has prepared the information and representations in this interim report. The unaudited condensed consolidated interim financial statements of Caledonia Mining Corporation Plc and its subsidiaries (the “Group”) have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and, where appropriate, these statements include some amounts that are based on best estimates and judgment. Management has determined such amounts on a reasonable basis in order to ensure that the unaudited condensed consolidated interim financial statements are presented fairly, in all material respects.
The accompanying Management Discussion and Analysis (“MD&A”) also includes information regarding the impact of current transactions, sources of liquidity, capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected.
The Group maintains adequate systems of internal accounting and administrative controls, within reasonable cost. Such systems are designed to provide reasonable assurance that relevant and reliable financial information is produced.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICOFR”). Any system of ICOFR, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
At September 30, 2022 management evaluated the effectiveness of the Group’s ICOFR and concluded that such ICOFR was effective based on the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission.
The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Audit Committee is composed of three independent non-executive directors. This Committee meets periodically with management, the external auditor and internal auditor to review accounting, auditing, internal control and financial reporting matters.
These unaudited condensed consolidated interim financial statements have not been audited by the Group’s independent auditor.
The unaudited condensed consolidated interim financial statements for the period ended September 30, 2022 were approved by the Board of Directors and signed on its behalf on November 10, 2022.
| (Signed) J.M. Learmonth | (Signed) C.O. Goodburn | |
| Chief Executive Officer | Chief Financial Officer |
| 1 |
Caledonia Mining Corporation Plc
Condensed consolidated statements of profit or loss and other comprehensive income
(in thousands of United States Dollars, unless indicated otherwise)
| For the | Three months ended | Nine months ended | ||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| Unaudited | Note | 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | 35,840 | 33,496 | 107,904 | 89,193 | ||||||||||||||
| Less: Royalty | (1,796 | ) | (1,679 | ) | (5,408 | ) | (4,471 | ) | ||||||||||
| Production costs | 6 | (15,802 | ) | (13,729 | ) | (44,663 | ) | (38,948 | ) | |||||||||
| Depreciation | 12 | (2,670 | ) | (2,351 | ) | (7,372 | ) | (5,743 | ) | |||||||||
| Gross profit | 15,572 | 15,737 | 50,461 | 40,031 | ||||||||||||||
| Other income | 14 | 12 | 17 | 42 | ||||||||||||||
| Other expenses | 7 | (552 | ) | (1,254 | ) | (1,835 | ) | (5,395 | ) | |||||||||
| Administrative expenses | 8 | (2,789 | ) | (1,906 | ) | (8,068 | ) | (5,261 | ) | |||||||||
| Cash-settled share-based expense | 9.1 | (25 | ) | (243 | ) | (335 | ) | (426 | ) | |||||||||
| Equity-settled share-based expense | 9.2 | (94 | ) | – | (176 | ) | – | |||||||||||
| Net foreign exchange gain | 10 | 1,559 | 413 | 6,640 | 341 | |||||||||||||
| Derivative financial instrument gain/(expense) | 11 | 537 | – | (1,160 | ) | (107 | ) | |||||||||||
| Operating profit | 14,222 | 12,759 | 45,544 | 29,225 | ||||||||||||||
| Finance income | 7 | 4 | 10 | 11 | ||||||||||||||
| Finance cost | (16 | ) | (17 | ) | (310 | ) | (365 | ) | ||||||||||
| Profit before tax | 14,213 | 12,746 | 45,244 | 28,871 | ||||||||||||||
| Tax expense | (4,018 | ) | (4,423 | ) | (14,051 | ) | (11,318 | ) | ||||||||||
| Profit for the period | 10,195 | 8,323 | 31,193 | 17,553 | ||||||||||||||
| Other comprehensive income | ||||||||||||||||||
| Items that are or may be reclassified to profit or loss | ||||||||||||||||||
| Exchange differences on translation of foreign operations | (699 | ) | (330 | ) | (858 | ) | (149 | ) | ||||||||||
| Total comprehensive income for the period | 9,496 | 7,993 | 30,335 | 17,404 | ||||||||||||||
| Profit attributable to: | ||||||||||||||||||
| Owners of the Company | 8,614 | 6,939 | 25,932 | 14,183 | ||||||||||||||
| Non-controlling interests | 1,581 | 1,384 | 5,261 | 3,370 | ||||||||||||||
| Profit for the period | 10,195 | 8,323 | 31,193 | 17,553 | ||||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||||
| Owners of the Company | 7,915 | 6,609 | 25,074 | 14,034 | ||||||||||||||
| Non-controlling interests | 1,581 | 1,384 | 5,261 | 3,370 | ||||||||||||||
| Total comprehensive income for the period | 9,496 | 7,993 | 30,335 | 17,404 | ||||||||||||||
| Earnings per share | ||||||||||||||||||
| Basic earnings per share ($) | 0.65 | 0.57 | 1.98 | 1.15 | ||||||||||||||
| Diluted earnings per share ($) | 0.65 | 0.57 | 1.98 | 1.15 | ||||||||||||||
The accompanying notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
On behalf of the Board: “J.M. Learmonth”- Chief Executive Officer and “C.O. Goodburn”- Chief Financial Officer.
| 2 |
Caledonia Mining Corporation Plc
Condensed consolidated statements of financial position
(in thousands of United States Dollars, unless indicated otherwise)
| Unaudited | September 30, | December 31, | ||||||||
| As at | Note | 2022 | 2021 | |||||||
| Assets | ||||||||||
| Property, plant and equipment | 12 | 178,692 | 149,102 | |||||||
| Exploration and evaluation asset | 13 | 9,128 | 8,648 | |||||||
| Deferred tax asset | 160 | 194 | ||||||||
| Total non-current assets | 187,980 | 157,944 | ||||||||
| Inventories | 14 | 19,675 | 20,812 | |||||||
| Prepayments | 15 | 3,885 | 6,930 | |||||||
| Trade and other receivables | 17 | 8,815 | 7,938 | |||||||
| Income tax receivable | 38 | 101 | ||||||||
| Cash and cash equivalents | 16 | 8,256 | 17,152 | |||||||
| Total current assets | 40,669 | 52,933 | ||||||||
| Total assets | 228,649 | 210,877 | ||||||||
| Equity and liabilities | ||||||||||
| Share capital | 18 | 83,471 | 82,667 | |||||||
| Reserves | 137,097 | 137,779 | ||||||||
| Retained loss | (38,601 | ) | (59,150 | ) | ||||||
| Equity attributable to shareholders | 181,967 | 161,296 | ||||||||
| Non-controlling interests | 22,707 | 19,260 | ||||||||
| Total equity | 204,674 | 180,556 | ||||||||
| Liabilities | ||||||||||
| Provisions | 19 | 2,927 | 3,294 | |||||||
| Deferred tax liabilities | 2,900 | 8,034 | ||||||||
| Cash-settled share-based payment - long term portion | 9.1 | 704 | 974 | |||||||
| Lease liabilities - long term portion | 194 | 331 | ||||||||
| Total non-current liabilities | 6,725 | 12,633 | ||||||||
| Cash-settled share-based payment - short term portion | 9.1 | 827 | 2,053 | |||||||
| Lease liabilities - short term portion | 127 | 134 | ||||||||
| Derivative financial liabilities | 11.1 | – | 3,095 | |||||||
| Income tax payable | 1,867 | 1,562 | ||||||||
| Trade and other payables | 20 | 12,340 | 9,957 | |||||||
| Overdraft | 16 | 2,089 | 887 | |||||||
| Total current liabilities | 17,250 | 17,688 | ||||||||
| Total liabilities | 23,975 | 30,321 | ||||||||
| Total equity and liabilities | 228,649 | 210,877 | ||||||||
The accompanying notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
| 3 |
Caledonia Mining Corporation Plc
Condensed consolidated statements of changes in equity
(in thousands of United States Dollars, unless indicated otherwise)
| Unaudited | 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 December 31, 2020 | 74,696 | (8,794 | ) | 132,591 | 14,513 | (71,487 | ) | 141,519 | 16,524 | 158,043 | ||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||||
| Dividends declared | - | - | - | - | (4,369 | ) | (4,369 | ) | (1,245 | ) | (5,614 | ) | ||||||||||||||||||||||
| Total comprehensive income: | ||||||||||||||||||||||||||||||||||
| Profit for the period | - | - | - | - | 14,183 | 14,183 | 3,370 | 17,553 | ||||||||||||||||||||||||||
| Other comprehensive income for the period | - | (149 | ) | - | - | - | (149 | ) | - | (149 | ) | |||||||||||||||||||||||
| Balance at September 30, 2021 | 74,696 | (8,943 | ) | 132,591 | 14,513 | (61,673 | ) | 151,184 | 18,649 | 169,833 | ||||||||||||||||||||||||
| Balance December 31, 2021 | 82,667 | (9,325 | ) | 132,591 | 14,513 | (59,150 | ) | 161,296 | 19,260 | 180,556 | ||||||||||||||||||||||||
| Transactions with owners: | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Dividends declared | - | - | - | - | (5,383 | ) | (5,383 | ) | (1,814 | ) | (7,197 | ) | ||||||||||||||||||||||
| Share-based payments: | ||||||||||||||||||||||||||||||||||
| - Shares issued on settlement of incentive plan awards | 9.1 | 804 | - | - | - | - | 804 | - | 804 | |||||||||||||||||||||||||
| - Equity-settled share-based expense - incentive plan awards | 9.2(a) | - | - | - | 82 | - | 82 | - | 82 | |||||||||||||||||||||||||
| - Equity-settled share-based expense -options granted | 9.2(b) | - | - | - | 94 | - | 94 | - | 94 | |||||||||||||||||||||||||
| Total comprehensive income: | ||||||||||||||||||||||||||||||||||
| Profit for the period | - | - | - | - | 25,932 | 25,932 | 5,261 | 31,193 | ||||||||||||||||||||||||||
| Other comprehensive income for the period | - | (858 | ) | - | - | - | (858 | ) | - | (858 | ) | |||||||||||||||||||||||
| Balance at September 30, 2022 | 83,471 | (10,183 | ) | 132,591 | 14,689 | (38,601 | ) | 181,967 | 22,707 | 204,674 | ||||||||||||||||||||||||
| Note | 18 |
The accompanying notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
| 4 |
Caledonia Mining Corporation Plc
Condensed consolidated statements of cash flows
(in thousands of United States Dollars, unless indicated otherwise)
| Unaudited | ||||||||||||||||||
| Three months ended | Nine months ended | |||||||||||||||||
| September 30, | September 30, | |||||||||||||||||
| Note | 2022 | 2021 | 2022 | 2021 | ||||||||||||||
| Cash generated from operations | 21 | 11,717 | 9,338 | 41,901 | 26,875 | |||||||||||||
| Net finance costs paid | (27 | ) | (50 | ) | (116 | ) | (297 | ) | ||||||||||
| Tax paid | (2,767 | ) | (2,176 | ) | (5,993 | ) | (4,774 | ) | ||||||||||
| Net cash from operating activities | 8,923 | 7,112 | 35,792 | 21,804 | ||||||||||||||
| Cash flows used in investing activities | ||||||||||||||||||
| Acquisition of property, plant and equipment | (10,840 | ) | (8,564 | ) | (33,585 | ) | (22,332 | ) | ||||||||||
| Acquisition of exploration and evaluation assets | (311 | ) | (449 | ) | (947 | ) | (1,423 | ) | ||||||||||
| Proceeds from sale of assets held for sale | – | 500 | – | 500 | ||||||||||||||
| Net settlement of derivative financial asset | – | – | – | 1,082 | ||||||||||||||
| Proceeds from disposal of subsidiary | – | – | – | 340 | ||||||||||||||
| Net cash used in investing activities | (11,151 | ) | (8,513 | ) | (34,532 | ) | (21,833 | ) | ||||||||||
| Cash flows from financing activities | ||||||||||||||||||
| Dividends paid | (2,709 | ) | (2,108 | ) | (7,197 | ) | (5,614 | ) | ||||||||||
| Term loan repayments | – | (100 | ) | – | (306 | ) | ||||||||||||
| Repayment of gold loan | 11.1 | – | – | (3,698 | ) | – | ||||||||||||
| Proceeds from call options | 11.1 | 415 | – | 239 | – | |||||||||||||
| Payment of lease liabilities | (36 | ) | (31 | ) | (115 | ) | (96 | ) | ||||||||||
| Net cash used in financing activities | (2,330 | ) | (2,239 | ) | (10,771 | ) | (6,016 | ) | ||||||||||
| Net decrease in cash and cash equivalents | (4,558 | ) | (3,640 | ) | (9,511 | ) | (6,045 | ) | ||||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | (137 | ) | (19 | ) | (587 | ) | (37 | ) | ||||||||||
| Net cash and cash equivalents at the beginning of the period | 10,862 | 16,669 | 16,265 | 19,092 | ||||||||||||||
| Net cash and cash equivalents at the end of the period | 6,167 | 13,010 | 6,167 | 13,010 | ||||||||||||||
The accompanying notes on pages 6 to 28 are an integral part of these condensed consolidated interim financial statements.
| 5 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 1 | Reporting entity |
Caledonia Mining Corporation Plc (“Caledonia” or 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 unaudited condensed consolidated interim financial statements as at and for the nine months ended September 30, 2022 are of the Company and its subsidiaries (the “Group”). 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 LLC 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 listed depositary receipts on the Victoria Falls Stock Exchange (“VFEX”) (symbol – “CMCL”) on December 2, 2021. 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 until it demonstrates that Canadian shareholders represent less than 2% of issued share capital.
| 2 | Basis of preparation |
| i) | Statement of compliance |
These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all the information required for full annual financial statements. Accordingly, certain information and disclosures normally included in the annual financial statements prepared in accordance with IFRS as issued by the IASB have been omitted or condensed. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended December 31, 2021.
| ii) | Basis of measurement |
These unaudited condensed consolidated interim 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 liabilities measured at fair value. |
| iii) | Functional currency |
These unaudited condensed consolidated interim financial statements are presented in United States Dollar (“$” or “US Dollars” or “USD”), which is also the functional currency of the Company. All financial information presented in US Dollars has been rounded to the nearest thousand, unless indicated otherwise. Refer to note 10 for changes to Zimbabwean real-time gross settlement, bond notes or bond coins (“RTGS$”) and its effect on the consolidated statement of profit or loss and other comprehensive income.
| 6 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 3 | Use of accounting assumptions, estimates and judgements |
In preparing these unaudited condensed consolidated interim 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.
| (a) | Judgement |
Judgement is required when assessing whether the Group controls an entity or not. Controlled entities are consolidated.
| i) | Control of oxide project of Bilboes Holdings (Private) Limited |
Caledonia is currently engaged in the acquisition of Bilboes Gold Limited (“Bilboes Gold”), which owns the Bilboes gold deposit (“Bilboes Mine”), through its Zimbabwe subsidiary, Bilboes Holdings (Private) Limited (“Bilboes Holdings”). Under the agreed terms in the Sale and Purchase Agreement, Caledonia will purchase the Bilboes Gold group for a total consideration of 5,123,044 new shares issued in Caledonia, representing 28.5% of Caledonia’s fully issued equity post the transaction, (although this could be subject to customary adjustment up or down to a maximum of 5,497,293 shares) and a 1 percent net smelter royalty on the Bilboes Mine’s future revenues. As at September 30, 2022 and up to approval date of these condensed consolidated interim financial statements, the Sale and Purchase Agreement is not complete as the conditions precedent have not been fulfilled.
On July 21, 2022 Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”) entered into a Tribute Agreement and a Mining Agreement with Bilboes Holdings to mine the oxide and transitional ore in the period before completion of the Sale and Purchase Agreement. The Group, via its subsidiary CHZ, will receive 100% of the revenue of the oxide mining project and pay a 5% royalty to Bilboes Holdings on the revenue generated. The Tribute Agreement and Mining Agreement are specific to the oxide and transitional ore mining operations of Bilboes Holdings. At the date of entering into the agreements Bilboes Holdings’ operations were held on care and maintenance.
In assessing whether or not the Group has control over the oxide project, management determined that the Group has the practical ability to direct the relevant activities of the oxide project based on contractual arrangements rather than voting rights. CHZ has the right to provide instructions over the scope of work for the oxide project in terms of the operational plan and also has the right to terminate the agreements. The Group, therefore, has the ability to affect the variable return of the oxide project and can generate cash flows at a 25% internal rate of return and controls the oxide project of Bilboes Holdings.
It was determined that the oxide project was deemed a separate entity because:
| · | the right to mine the mining claims in the Tribute Agreement and Mining Agreement only relates to the oxide project; |
| · | in accordance with the Tribute Agreement and Mining Agreement, CHZ has a right to receive the revenue and has the responsibility to sell the gold from the oxide project; and |
| · | in terms of the Tribute Agreement and Mining Agreement, mining is restricted to oxide gold-bearing rock. Therefore, all assets, liabilities and expenditures will relate exclusively to the oxide project. |
| 7 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 3 | Use of accounting assumptions, estimates and judgements (continued) |
| (a) | Judgement (continued) |
| i) | Control of oxide project of Bilboes Holdings (Private) Limited (continued) |
Caledonia has consolidated the assets and liabilities relating to the oxide project from the date that control was obtained to mine the oxide project. The effective date was determined as August 1, 2022 when approval to commence mining activities in terms of the Tribute Agreement and Mining Agreement was obtained from the Ministry of Mines.
Interim payments made to Bilboes Holdings on non-oxide related liabilities and expenses, before the commencement of the oxide project restarted, are accounted for as a financial asset (refer note 17) and can be recovered against the purchase price when all the conditions precedent to the Sale and Purchase Agreement have been met.
| 4 | Significant accounting policies |
The same accounting policies and methods of computation, except for the business combination included below, have been applied consistently to all periods presented in these unaudited condensed consolidated interim financial statements as compared to the Group’s annual consolidated financial statements for the year ended December 31, 2021. In addition, the accounting policies have been applied consistently by the Group.
| (a) | Asset and liability acquisitions |
When a transaction or other event does not meet the definition of a business combination due to the asset or group of assets not meeting the definition of a business, it is termed an 'asset acquisition'. In such circumstances, the acquirer allocates the cost of the group of assets and liabilities to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.
A group of assets aquired that does not constitute a business (“the group”) is required to:
| · | identify and recognise the individual identifiable assets acquired and liabilities assumed; and |
| · | allocate the cost of the group to the individual identifiable assets and liabilities based on their relative fair values at the date of the acquisition. |
Such a transaction or event does not give rise to goodwill or a gain on a bargain purchase.
When an item of property, plant and equipment qualifies for recognition as an asset, it should initially be measured at its cost.
Cost is the amount of cash or cash equivalents paid or the fair value of the other consideration given to acquire an asset at the time of its acquisition or construction or, when applicable, the amount attributed to that asset when initially recognised in accordance with the specific requirements of other IFRS standards.
If no purchase price has been paid on the effective date of the acquisition of the asset, the expected cost of the recognised assets and liabilities is recognised as a payable (i.e. deferred consideration) until the acquirer pays for the asset acquired or major asset repairs. Once these asset costs are paid, they are then recognised against the payable.
On the effective date of control, August 1, 2022, of the oxide project, the purchase price was considered to be the directly attributable costs of bringing the oxide plant to the location and condition necessary for it to be capable of operating in the manner intended by the Tribute Agreement and Mining Agreement.
| 8 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 5 | Blanket Zimbabwe Indigenisation Transaction |
On February 20, 2012 the Group announced it had signed a Memorandum of Understanding (“MoU”) with the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective 51% ownership interest in the Zimbabwean company owning the Blanket Mine (also referred to herein as “Blanket” or “Blanket Mine” as the context requires) for a paid transactional value of $30.09 million. Pursuant to the above, members of the Group entered into agreements with each indigenous shareholder to transfer 51% of the Group’s ownership interest in Blanket Mine whereby it:
| • | sold a 16% interest to the National Indigenisation and Economic Empowerment Fund (“NIEEF”) for $11.74 million; |
| • | sold a 15% interest to Fremiro Investments (Private) Limited (“Fremiro”), which is owned by indigenous Zimbabweans, for $11.01 million; |
| • | sold a 10% interest to Blanket Employee Trust Services (Private) Limited (“BETS”) for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (“Employee Trust”) with Blanket Mine’s employees holding participation units in the Employee Trust; and |
| • | donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (“Community Trust”). In addition, Blanket Mine paid a non-refundable donation of $1 million to the Community Trust. |
The Group facilitated the vendor funding of these transactions which is repaid by way of dividends from Blanket Mine. 80% of dividends declared by Blanket Mine are used to repay such loans and the remaining 20% unconditionally accrues to the respective indigenous shareholders. Following a modification to the interest rate on June 23, 2017, outstanding balances on these facilitation loans attract interest at a rate of the lower of a fixed 7.25% per annum payable quarterly or 80% of the Blanket Mine dividend in the quarter. The timing of the loan repayments depends on the future financial performance of Blanket Mine and the extent of future dividends declared by Blanket Mine. The Group related facilitation loans were transferred as dividends in specie intra-group and now the loans and most of the interest thereon is payable to the Company.
| 9 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 5 | Blanket Zimbabwe Indigenisation Transaction (continued) |
Accounting treatment
The directors of Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”), a wholly-owned subsidiary of the Company, performed 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). |
| • | The remaining 80% of the shareholding of NIEEF and Fremiro was recognised as NCI to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans, including interest. At September 30, 2022 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.
| 10 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 5 | Blanket Zimbabwe Indigenisation Transaction (continued) |
Accounting treatment (continued)
Blanket Mine’s indigenisation shareholding percentages and facilitation loan balances
| Effective interest | NCI subject | Balance of facilitation loan # | ||||||||||||||||||
| USD | Shareholding | & NCI recognised | to facilitation loan | September 30, 2022 | December 31, 2021 | |||||||||||||||
| NIEEF | 16 | % | 3.2 | % | 12.8 | % | 9,414 | 10,359 | ||||||||||||
| Community Trust | 10 | % | 10.0 | % | 0.0 | % | – | – | ||||||||||||
| BETS ~ | 10 | % | - | * | - | * | 5,611 | 6,353 | ||||||||||||
| 36 | % | 13.2 | % | 12.8 | % | 15,025 | 16,712 | |||||||||||||
* The shares held by BETS are effectively treated as treasury shares (see above).
~ Accounted for under IAS19 Employee Benefits.
# Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable.
The balance on the facilitation loans is reconciled as follows:
| 2022 | 2021 | |||||||
| Balance at January 1 | 16,712 | 19,175 | ||||||
| Interest incurred | 579 | 1,000 | ||||||
| Dividends used to repay loan | (2,266 | ) | (2,832 | ) | ||||
| Balance at September 30 | 15,025 | 17,343 |
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 were 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. The final payment to settle the advance dividend loan to the Community Trust was made on September 22, 2021. Future dividends to the Community Trust will be unencumbered.
| 11 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 6 | Production costs |
| 2022 | 2021 | |||||||
| Salaries and wages | 17,063 | 13,931 | ||||||
| Consumable materials – Operations | 17,208 | 12,779 | ||||||
| Consumable materials – COVID-19 | 245 | 219 | ||||||
| Electricity costs | 7,198 | 7,561 | ||||||
| Safety | 748 | 556 | ||||||
| Cash-settled share-based expense (note 9.1(a)) | 441 | 415 | ||||||
| Gold work in progress* | (621 | ) | 1,166 | |||||
| On-mine administration | 2,254 | 2,152 | ||||||
| Pre-feasibility exploration costs | 127 | 169 | ||||||
| 44,663 | 38,948 |
| * |
Gold WIP as of September 30, 2022 relates to a surface stockpile of approximately 16,500 tonnes of crushed ore containing approximately 1,750 ounces of recoverable gold. Stockpiles are measured by estimating the number of tons added and removed from the stockpile, the number of contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing method. |
| 7 | Other expenses |
| 2022 | 2021 | |||||||
| Intermediated Money Transaction Tax | 961 | 552 | ||||||
| COVID-19 donations | – | 74 | ||||||
| Community and social responsibility cost | 348 | 721 | ||||||
| Other | – | 39 | ||||||
| Impairment of property, plant and equipment - plant and equipment (note 12) | 59 | 172 | ||||||
| Impairment of exploration and evaluation assets – Connemara North and Glen Hume (note 13) | 467 | 3,837 | ||||||
| 1,835 | 5,395 |
| 8 | Administrative expenses |
| 2022 | 2021 | |||||||
| Investor relations | 489 | 302 | ||||||
| Audit fee | 206 | 169 | ||||||
| Advisory services fees | 1,045 | 319 | ||||||
| Listing fees | 377 | 334 | ||||||
| Directors fees – Company | 411 | 392 | ||||||
| Directors fees – Blanket | 41 | 37 | ||||||
| Employee costs | 3,495 | 3,169 | ||||||
| Other office administration cost | 295 | 138 | ||||||
| ITC costs | 427 | 138 | ||||||
| Management liability insurance | 759 | 230 | ||||||
| Travel costs | 523 | 33 | ||||||
| 8,068 | 5,261 |
| 12 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 9 | Share-based payments |
| 9.1 | Cash-settled share-based payments |
The Group has expensed the following cash-settled share-based expense arrangements for the nine months ended September 30:
| Note | 2022 | 2021 | ||||||||
| Restricted Share Units and Performance Units | 9.1 | 335 | 447 | |||||||
| Caledonia Mining South Africa employee incentive scheme | – | (21 | ) | |||||||
| 335 | 426 |
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 conditions 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 (other than equity-settled share-base performance units (“EPUs”) (see below)) have a performance condition based on gold production and a performance period of one up to three years. The number of PUs that vest will be the relevant portion of 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. Refer to note 9.2(a) for the performance conditions and performance period for EPUs.
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 (other than EPUs) allow for settlement of the vesting date value in cash or, subject to conditions, 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 less the fair value of the expected dividends during the vesting period.
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% (2021: 93%-100%) average performance multiplier was used in calculating the estimated liability for PUs.
The fair value of the PUs at the reporting date was based on the Black Scholes option valuation model. The liability as at September 30, 2022 amounted to $1,531 (December 31, 2021: $3,027). Included in the liability as at September 30, 2022 is an amount of $441 (2021: $415) that was expensed and classified as production costs; refer to note 6. During the period PUs to the value of $2,272 vested and $1,028 were settled in cash and $1,244 in share capital (2021: $420 settled in cash).
| 13 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 9 | Share-based payments (continued) |
| 9.1 | Cash-settled share-based payments (continued) |
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:
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| RSUs | PUs | RSUs | PUs | |||||||||||||
| Risk free rate | 3.83 | % | 3.83 | % | 1.52 | % | 1.52 | % | ||||||||
| Fair value (USD) | 10.05 | 9.79 | 12.06 | 11.63 | ||||||||||||
| Share price (USD) | 9.82 | 9.79 | 11.71 | 11.71 | ||||||||||||
| Performance multiplier percentage | – | 93-100% | – | 93-100% | ||||||||||||
| Volatility | 0.84 | 0.71 | 1.20 | 1.06 | ||||||||||||
| Share units granted: | RSUs | PUs | RSUs | PUs | ||||||||||||
| 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 | 17,585 | 114,668 | ||||||||||||
| Grant - March 31, 2020 | – | 1,971 | – | 1,971 | ||||||||||||
| Grant - June 1, 2020 | – | 1,740 | – | 1,740 | ||||||||||||
| Grant - September 9, 2020 | – | 1,611 | – | 1,611 | ||||||||||||
| Grant - September 14, 2020 | – | 20,686 | – | 20,686 | ||||||||||||
| Grant - October 5, 2020 | – | 514 | – | 514 | ||||||||||||
| Grant - January 11, 2021 | – | 78,875 | – | 78,875 | ||||||||||||
| Grant -April 1, 2021 | – | 770 | – | 770 | ||||||||||||
| Grant - May 14, 2021 | – | 2,389 | – | 2,389 | ||||||||||||
| Grant - June 1, 2021 | – | 1,692 | – | 1,692 | ||||||||||||
| Grant - June 14, 2021 | – | 507 | – | 507 | ||||||||||||
| Grant - August 13, 2021 | – | 2,283 | – | 2,283 | ||||||||||||
| Grant - September 1, 2021 | – | 553 | – | 553 | ||||||||||||
| Grant - September 6, 2021 | – | 531 | – | 531 | ||||||||||||
| Grant - September 20, 2021 | – | 526 | – | 526 | ||||||||||||
| Grant - October 1, 2021 | – | 2,530 | – | 2,530 | ||||||||||||
| Grant - October 11, 2021 | – | 500 | – | 500 | ||||||||||||
| Grant - November 12, 2021 | – | 1,998 | – | 1,998 | ||||||||||||
| Grant - December 1, 2021 | – | 936 | – | 936 | ||||||||||||
| Grant - January 11, 2022 | – | 96,359 | – | – | ||||||||||||
| Grant - January 12, 2022 | – | 825 | – | – | ||||||||||||
| Grant - February 1, 2022 | – | 1,077 | – | – | ||||||||||||
| Grant - May 13, 2022 | – | 2,040 | – | – | ||||||||||||
| Grant - June 1, 2022 | – | 1,297 | – | – | ||||||||||||
| Grant - July 1, 2022 | – | 2,375 | – | – | ||||||||||||
| RSU dividends reinvested | 1,702 | – | 1,066 | – | ||||||||||||
| Settlements/terminations | – | (246,792 | ) | – | (30,600 | ) | ||||||||||
| Total awards | 19,287 | 231,160 | 18,651 | 343,379 | ||||||||||||
| 14 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 9 | Share-based payments (continued) |
| 9.2 | Equity-settled share-based payments |
The Group has expensed the following equity-settled share-based expense arrangements for the nine months ended September 30:
| Note | 2022 | 2021 | ||||||||
| Equity-settled share-based performance units (“EPUs”) | 9.2 (a) | 82 | – | |||||||
| Share options | 9.2 (b) | 94 | – | |||||||
| 176 | – | |||||||||
| (a) | EPUs |
EPUs have a performance condition based on gold production, average normalised controllable cost per ounce of gold and a performance period of up to three years. The number of EPUs that vest will be the relevant portion of the EPUs 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.
EPUs have rights to dividends only after they have vested and the shares issued after the vesting period are subject to a minimum holding period of the first anniversary of the EPUs’ vesting date.
The fair value of the EPUs 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 100% probability that the performance conditions will be met and therefore a 100% average performance multiplier was used in calculating the expense. The equity-settled share-based payment expense as at September 30, 2022 amounted to $82 (2021: $Nil).
The following assumptions were used in estimating the fair value of the equity-settled share-based payment liability on:
| Grant date | January 24, 2022 | |||
| Shares granted and outstanding as at valuation date | 130,380 | |||
| Share price (USD) | 11.50 | |||
| Fair value (USD) | 10.15 | |||
| Performance multiplier percentage | 100 | % |
| (b) | Share options |
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 Board of Directors at the date of grant. All outstanding option awards that have been granted, pursuant to the OEICP, vest immediately.
| 15 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 9 | Share-based payments (continued) |
| 9.2 | Equity-settled share-based payments |
| (b) | Share options (continued) |
Terms and conditions of share options
The maximum term of options granted 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 September 30, 2022, the Company has the following options outstanding granted to the employees of 3PPB Plc, P Chidley and P Durham in equal amounts to each:
| Number of Options | Exercise Price | Expiry Date | ||||
| 10,000 | USD7.35 | Aug 25, 2024 | ||||
| 10,000 | USD 9.49 | Sep 30, 2029 | ||||
| 20,000 | ||||||
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 on September 30, 2022:
| Options Granted | 10,000 | |||
| Grant date | September 30, 2022 | |||
| Risk-free interest rate | 3.83 | % | ||
| Expected stock price volatility (based on historical volatility) | 100 | % | ||
| Expected option life in years | 7 | |||
| Exercise price | USD 9.49 | |||
| Share price at grant date | USD 9.82 |
The exercise price for the options granted on August 25, 2017 was determined using the relevant Toronto Stock Exchange share price and prevailing USD/CAD exchange rate and the exercise price for the options granted on September 30, 2022 was determined using the relevant NYSE American LLC share price. 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 (2020: $Nil).
| 10 | Net foreign exchange gain |
On October 1, 2018 the RBZ issued a directive to Zimbabwean banks to separate foreign currency from RTGS$ in the accounts held by their clients and pegged the RTGS$ at 1:1 to the US Dollar. On February 20, 2019 the RBZ issued a further monetary policy statement, which allowed inter-bank trading between RTGS$ and foreign currency. The interbank rate was introduced at 2.5 RTGS$ to 1 US Dollar and traded at 621.89 RTGS$ to 1 US Dollar as at September 30, 2022 (December 31, 2021: 108.67 RTGS$). On June 24, 2019 the Government issued S.I. 142 which stated, “Zimbabwe dollar (“RTGS$”) to be the sole currency for legal tender purposes for any transactions in Zimbabwe”.
| 16 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 10 | Net foreign exchange gain (continued) |
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 as to 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 liabilities contributed the largest portion of the foreign exchange gain set out below.
In June 2021, the RBZ announced that companies that are listed on the VFEX will receive 100% of the revenue arising from incremental production in US Dollars. Blanket has subsequently received confirmation that the “baseline” level of production for the purposes of calculating incremental production is 148.38 Kg per month (approximately 57,000 ounces per annum). The payment of the increased US Dollars proceeds for incremental production was applied from July 1, 2021. In December 2021, Caledonia obtained a secondary listing on the VFEX and Blanket has received all amounts due in terms of this revised policy up to the date of approval of these financial statements. The listing on the VFEX should mean that at an illustrative production rate of 80,000 ounces per annum Blanket would receive approximately 71.5% of its total revenues in US Dollars and the balance in RTGS$.
The table below illustrates the effect that the weakening of the RTGS$ and other foreign currencies had on the consolidated statement of profit or loss and other comprehensive income.
| 2022 | 2021 | |||||||
| Unrealised foreign exchange gain | 12,728 | 602 | ||||||
| Realised foreign exchange loss | (6,088 | ) | (261 | ) | ||||
| Net foreign exchange gain | 6,640 | 341 |
| 11 | Derivative financial instruments |
The fair value of derivative financial instruments not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where available. The Company did not apply hedge accounting to the derivative financial instruments and all fair value losses were recorded in the consolidated statements of profit or loss and other comprehensive income. Transaction costs are recognised in profit or loss as incurred.
| Derivative financial instrument expenses | 2022 | 2021 | ||||||||
| Cap and collar options and Call options | 11.1(a) | (240 | ) | – | ||||||
| Gold loan | 11.1(a) | 832 | – | |||||||
| Call options (December 13, 2021) | 11.1(b) | (228 | ) | – | ||||||
| Call options transaction costs (March 9, 2022) | 11.1(a) | 796 | – | |||||||
| Gold exchange-traded fund ("Gold ETF") | – | 107 | ||||||||
| 1,160 | 107 |
| 17 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 11 | Derivative financial instruments (continued) |
| 11.1 | Derivative financial liabilities |
The table below summarises the derivative financial liabilities balances as at:
| 2022 | December 31, 2021 | |||||||||
| Cap and collar options and call options | 11.1(a) | – | – | |||||||
| Gold loan | 11.1(b) | – | 2,866 | |||||||
| Call options (December 13, 2021) | 11.1(b) | – | 229 | |||||||
| – | 3,095 |
| (a) | Cap and collar options and call options |
On February 17, 2022 the Company entered into a zero cost contract to hedge 20,000 ounces of gold over a period of 5 months from March to July 2022. The hedging contract had a cap of $1,940 and a collar of $1,825 over 4,000 ounces of gold per month expiring at the end of each month over the 5-month period.
On March 9, 2022 in response to a very volatile gold price the Company purchased a matching quantity of call options at a strike price above the cap at a total cost of $796 over 4,000 ounces of gold per month at strike prices of $2,100 per ounce from March 2022 to May 2022 and $2,200 per ounce from June 2022 to July 2022 in order to limit margin exposure and reinstate gold price upside above the strike price.
In April, 2022 Auramet and the Company each purchased matching quantities of call options at a net settlement cost to the Company of $176 over 2,400 ounces of gold per month at strike prices of $1,886 and $1,959.50 respectively. These options were purchased to hedge against a short term increase in the gold price for the last week of April 2022. At quarter end both these options had expired.
| (b) | Gold loan and call options |
On December 13, 2021 the Company entered into two separate gold loan and option agreements with Auramet International LLC (“Auramet”).
In terms of the agreements the Group:
| · | received $3 million less transaction costs from Auramet at inception of the gold loan agreement; |
| · | was required to make two deliveries of 925 ounces each on May 31, 2022 and June 30, 2022 in repayment of the gold loan or pay the equivalent in cash; and |
| · | granted call options on 6,000 ounces to Auramet with a strike price of $2,000 per ounce, expiring monthly in equal monthly tranches from June 30, 2022 to November 30, 2022. |
| 18 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 11 | Derivative financial instruments (continued) |
| 11.1 | Derivative financial liabilities (continued) |
| (b) | Gold loan and call options (continued) |
Accounting for the gold loan and the call options transactions:
| · | At inception the fair value of the gold loan was calculated at the amount received less the fair value of the call options. |
| · | As at March 31, 2022 the fair value of the gold loan was calculated by discounting the fair value of the gold deliveries at a forward rate of $1,833 due by a market related discount rate. |
| · | At inception and at March 31, 2022 the call options were valued at the quoted prices available from the CME Group Inc. at each respective date. |
| · | Differences in the fair values were accounted for as fair value losses on derivative financial instruments in the consolidated statement of profit or loss and other comprehensive income. |
| · | The call options were classified as level 1 in the fair value hierarchy and the gold loan as level 2. |
| · | Derivative liabilities are not designated as hedging instruments. |
Proceeds received under the gold loan and call options agreements were allocated as follows:
| December 13, 2021 | ||||
| Net proceeds received | 2,960 | |||
| Fair value of call options | 208 | |||
| Fair value of gold loan | 2,752 | |||
The gold loan was settled in full on June 30, 2022. The remaining call options, outstanding as at September 30, 2022, expire on October 31, 2022 and November 30, 2022 and the value thereof is not significant.
| 19 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 12 | Property, plant and equipment |
| Cost | Land and Buildings | Mine development, infrastructure and other | Plant and equipment | Furniture and fittings | Motor vehicles | Solar Plant | Bilboes oxide asset& | Total | |||||||||||||||||||||||
| Balance at January 1, 2021 | 11,757 | 108,839 | 40,644 | 1,235 | 2,995 | 392 | – | 165,862 | |||||||||||||||||||||||
| Additions* | 318 | 25,529 | 3,531 | 134 | 176 | 1,581 | – | 31,269 | |||||||||||||||||||||||
| Impairments@ | – | (65 | ) | (1,565 | ) | – | – | – | – | (1,630 | ) | ||||||||||||||||||||
| Derecognised plant and equipment | (192 | ) | – | – | – | – | – | – | (192 | ) | |||||||||||||||||||||
| Reallocations between asset classes # | 3,120 | (24,913 | ) | 21,785 | 8 | – | – | – | – | ||||||||||||||||||||||
| Foreign exchange movement | (25 | ) | – | (76 | ) | (35 | ) | (2 | ) | (33 | ) | – | (171 | ) | |||||||||||||||||
| Balance at December 31, 2021 | 14,978 | 109,390 | 64,319 | 1,342 | 3,169 | 1,940 | – | 195,138 | |||||||||||||||||||||||
| Additions* | – | 21,402 | 3,027 | 166 | 85 | 11,702 | – | 36,382 | |||||||||||||||||||||||
| Impairments | – | – | (142 | ) | – | – | – | – | (142 | ) | |||||||||||||||||||||
| Reallocations between asset classes | 429 | (2,123 | ) | 1,694 | – | – | – | – | – | ||||||||||||||||||||||
| Aquisition of Bilboes oxide project | – | – | – | – | – | – | 872 | 872 | |||||||||||||||||||||||
| Foreign exchange movement | (34 | ) | – | (122 | ) | (43 | ) | (4 | ) | – | – | (203 | ) | ||||||||||||||||||
| Balance at September 30, 2022 | 15,373 | 128,669 | 68,776 | 1,465 | 3,250 | 13,642 | 872 | 232,047 |
| * | Included in additions is an amount of $9,165 (2021: $19,413) relating to capital work in progress (“CWIP”) and contains $Nil (December 31, 2021: $17) of borrowing costs capitalised from the term loan. As at period end $46,490 of CWIP was included in the cost closing balance (2021: $42,145). |
| @ | Included in impairments are gensets at a cost of $1,001 and guide ropes at $310 that were no longer in working condition. |
| # | Included in the reallocation between asset classes is an amount of $18,509 for the Central Shaft that was reallocated from CWIP (mine development, infrastructure and other) to plant and equipment at the time of the commissioning of the Central Shaft. |
| & | On July 21, 2022 CHZ entered into a Tribute Agreement and related Mining Agreement with Bilboes Holdings to mine oxide and transitional ore. CHZ obtained control over the Bilboes oxide project on August 1, 2022 when approval for these agreements was received from the Ministry of Mines and Mine Development. |
| 20 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 12 | Property, plant and equipment (continued) |
| Accumulated depreciation and Impairment losses | Land and Buildings | Mine development, infrastructure and other | Plant and equipment | Furniture and fittings | Motor vehicles | Solar Plant | Bilboes oxide asset | Total | ||||||||||||||||||||||||
| Balance at January 1, 2021 | 6,446 | 6,973 | 22,685 | 849 | 2,430 | – | – | 39,383 | ||||||||||||||||||||||||
| Depreciation for the year | 1,217 | 2,537 | 3,953 | 136 | 203 | – | – | 8,046 | ||||||||||||||||||||||||
| Accumulated depreciation for derecognised plant and equipment | (230 | ) | – | – | – | – | – | – | (230 | ) | ||||||||||||||||||||||
| Accumulated depreciation for impairments | – | – | (1,133 | ) | – | – | – | – | (1,133 | ) | ||||||||||||||||||||||
| Foreign exchange movement | (1 | ) | – | – | (27 | ) | (2 | ) | – | – | (30 | ) | ||||||||||||||||||||
| Balance at December 31, 2021 | 7,432 | 9,510 | 25,505 | 958 | 2,631 | – | – | 46,036 | ||||||||||||||||||||||||
| Depreciation for the period | 867 | 2,945 | 3,228 | 116 | 161 | – | – | 7,317 | ||||||||||||||||||||||||
| Accumulated depreciation for impairments | – | – | 55 | – | – | – | – | 55 | ||||||||||||||||||||||||
| Foreign exchange movement | (9 | ) | – | – | (41 | ) | (3 | ) | – | – | (53 | ) | ||||||||||||||||||||
| Balance at September 30, 2022 | 8,290 | 12,455 | 28,788 | 1,033 | 2,789 | – | – | 53,355 | ||||||||||||||||||||||||
| Carrying amounts | ||||||||||||||||||||||||||||||||
| At December 31, 2021 | 7,546 | 99,880 | 38,814 | 384 | 538 | 1,940 | – | 149,102 | ||||||||||||||||||||||||
| At September 30, 2022 | 7,083 | 116,214 | 39,988 | 432 | 461 | 13,642 | 872 | 178,692 |
| 21 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 13 | Exploration and evaluation assets |
| Glen Hume | Connemara North | Maligreen | GG | Sabiwa | Abercorn | Valentine | Total | |||||||||||||||||||||||||
| Balance at January 1, 2021 | 2,661 | 300 | – | 3,523 | 284 | – | – | 6,768 | ||||||||||||||||||||||||
| Acquisition costs: | ||||||||||||||||||||||||||||||||
| - Mining claims acquired | – | – | 4,000 | – | – | – | – | 4,000 | ||||||||||||||||||||||||
| Decommissioning asset acquired | – | – | 135 | – | – | – | – | 135 | ||||||||||||||||||||||||
| Exploration costs: | ||||||||||||||||||||||||||||||||
| - Consumables and drilling | 1,074 | 71 | 14 | 16 | – | 12 | 31 | 1,218 | ||||||||||||||||||||||||
| - Contractor | 42 | 51 | – | – | – | – | 24 | 117 | ||||||||||||||||||||||||
| - Labour | 60 | 41 | 47 | 46 | – | 4 | 10 | 208 | ||||||||||||||||||||||||
| - Power | – | – | – | 33 | 6 | – | – | 39 | ||||||||||||||||||||||||
| Impairment * | (3,837 | ) | – | – | – | – | – | – | (3,837 | ) | ||||||||||||||||||||||
| Balance at December 31, 2021 | – | 463 | 4,196 | 3,618 | 290 | 16 | 65 | 8,648 | ||||||||||||||||||||||||
| Exploration costs: | ||||||||||||||||||||||||||||||||
| - Consumables and drilling | – | – | 673 | 9 | – | – | – | 682 | ||||||||||||||||||||||||
| - Contractor | – | 4 | – | – | – | – | – | 4 | ||||||||||||||||||||||||
| - Labour | – | – | 237 | 11 | – | 3 | – | 251 | ||||||||||||||||||||||||
| - Power | – | – | – | 7 | 3 | – | – | 10 | ||||||||||||||||||||||||
| Impairment * | – | (467 | ) | – | – | – | – | – | (467 | ) | ||||||||||||||||||||||
| Balance at September 30, 2022 | – | – | 5,106 | 3,645 | 293 | 19 | 65 | 9,128 |
| * | Caledonia had completed sufficient work to establish that the potential orebodies at the Glen Hume and Connemara North properties would not meet Caledonia’s requirements in terms of size, grade and width. Accordingly, Caledonia did not exercise the options to acquire these properties. |
| 22 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 14 | Inventories |
| 2022 | December 31, 2021 | |||||||
| Consumable stores | 19,758 | 21,516 | ||||||
| Gold in progress and ore stock-pile | 864 | 243 | ||||||
| Provision for obsolete stock | (947 | ) | (947 | ) | ||||
| 19,675 | 20,812 |
| 15 | Prepayments |
| 2022 | December 31, 2021 | |||||||
| Suppliers - South Africa | 819 | 1,552 | ||||||
| - Zimbabwe | 2,991 | 1,766 | ||||||
| Solar prepayments | 31 | 2,951 | ||||||
| Other prepayments | 44 | 661 | ||||||
| 3,885 | 6,930 |
| 16 | Cash and cash equivalents |
| 2022 | December 31, 2021 | |||||||
| Bank balances | 8,256 | 17,152 | ||||||
| Cash and cash equivalents | 8,256 | 17,152 | ||||||
| Bank overdrafts used for cash management purposes | (2,089 | ) | (887 | ) | ||||
| Net cash and cash equivalents | 6,167 | 16,265 |
Included in the cash and cash equivalents is a restricted cash amount of USD1 million (denominated in RTGS$) held by Blanket Mine which has been earmarked by Stanbic Bank Zimbabwe as a letter of credit in favour of Caledonia Mining South Africa (Proprietary) Limited (“CMSA”). The letter of credit was issued by Stanbic Bank Zimbabwe on September 15, 2022 and has a 90-day tenure to settlement. The cash on maturity will be transferred to CMSA’s bank account, denominated in South African Rands.
| Interest rate | ||||||||
| Overdraft facilities | ||||||||
| Stanbic Bank - RTGS$ denomination | 300,000,000 | 210 | % | |||||
| Stanbic Bank - USD denomination | 1,000,000 | 10 | % | |||||
| CABS Bank of Zimbabwe - USD denomination | 2,000,000 | *9.27 | % |
| * | Interest charges on this facility is as a rate of the 3 month Secured Overnight Funding Rates (“SOFR”) plus a margin of 7.75% per annum. The SOFR as at September 30, 2022 was 3.55%. |
| 23 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 17 | Trade and other receivables |
| 2022 | December 31, 2021 | |||||||
| Bullion sales receivable | 6,153 | 4,528 | ||||||
| VAT receivables | 829 | 3,162 | ||||||
| Solar - VAT and duty receivables | 601 | – | ||||||
| Bilboes receivable | 761 | – | ||||||
| Deposits for stores, equipment and other receivables | 471 | 248 | ||||||
| 8,815 | 7,938 |
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. The bullion sales receivable was received after quarter-end.
| 18 | Share capital |
Authorised
Unlimited number of ordinary shares of no par value.
Unlimited number of preference shares of no par value.
Issued ordinary share
| Number of fully paid shares | Amount | |||||||
| January 1, 2021 | 12,118,823 | 74,696 | ||||||
| - options exercised | 18,000 | 165 | ||||||
| - equity raise* | 619,783 | 7,806 | ||||||
| December 31, 2021 | 12,756,606 | 82,667 | ||||||
| Shares issued: | ||||||||
| - share-based payment - employees (note 9.2(a)) | 76,520 | 804 | ||||||
| September 30, 2022 | 12,833,126 | 83,471 |
| * | Gross proceeds of $7,834 with a transaction cost of $28 were raised by issuing depository receipts on the VFEX in December 2021. |
| 19 | Provisions |
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. The costs of site restoration at Blanket Mine are discounted based on the estimated life of mine. Site restoration costs at Blanket Mine are capitalised to mineral properties on initial recognition and depreciated systematically over the estimated life of the mine.
| 24 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 19 | Provisions (continued) |
| Reconciliation of site restoration provision | 2022 | December 31, 2021 | ||||||
| Balance January 1 | 3,294 | 3,567 | ||||||
| Unwinding of discount | 159 | – | ||||||
| Change in estimate - adjustment capitalised in property, plant and equipment | (526 | ) | (408 | ) | ||||
| Acquisition - Maligreen | – | 135 | ||||||
| Balance September 30 | 2,927 | 3,294 |
The discount rates currently applied in calculating the present value of the Blanket Mine provision is 4.08% (2021: 1.94%), based on a risk-free rate and cash flows estimated at an average 2.29% inflation (2021: 2.26%). The gross rehabilitation costs, before discounting, amounted to $3,087 (2021: $3,087) for Blanket Mine as at September 30, 2022.
| 20 | Trade and other payables |
| 2022 | December 31, 2021 | |||||||
| Trade payables and accruals | 2,797 | 2,503 | ||||||
| Electricity accrual | 702 | 888 | ||||||
| Audit fee | 198 | 260 | ||||||
| Shareholders for dividend (Non-controlling interest) | 631 | – | ||||||
| Voltalia accrual | 2,114 | – | ||||||
| Bilboes oxide project payable* | 872 | – | ||||||
| Other payables | 730 | 749 | ||||||
| Financial liabilities | 8,044 | 4,400 | ||||||
| Production and management bonus accrual - Blanket Mine | 270 | 899 | ||||||
| Other employee benefits | 625 | 657 | ||||||
| Leave pay | 2,404 | 2,410 | ||||||
| Bonus provision | 84 | 645 | ||||||
| Accruals | 913 | 946 | ||||||
| Non-financial liabilities | 4,296 | 5,557 | ||||||
| Total | 12,340 | 9,957 |
| * | On August 1, 2022, the purchase price to acquire the Bilboes oxide project represented the cost of repair and maintenance of the plant and equipment related to the oxide project. The amount is expected to be paid in quarter four of 2022. |
| 25 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 21 | Cash flow information |
Non-cash items and information presented separately on the statements of cash flows:
| Three months ended | Nine months ended | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Operating profit | 14,222 | 12,759 | 45,544 | 29,225 | ||||||||||||
| Adjustments for: | ||||||||||||||||
| Impairment of property, plant and equipment | 184 | 66 | 197 | 172 | ||||||||||||
| Impairment of exploration and evaluation assets (note 13) | – | 327 | 467 | 3,837 | ||||||||||||
| Unrealised foreign exchange gains (note 10) | (2,944 | ) | (180 | ) | (12,728 | ) | (602 | ) | ||||||||
| Cash-settled share-based expense (note 9.1) | 25 | 243 | 335 | 426 | ||||||||||||
| Cash-settled share-based expense included in production costs (note 6) | 17 | 162 | 441 | 415 | ||||||||||||
| Cash portion of cash-settled share-based expense | – | – | (1,468 | ) | (420 | ) | ||||||||||
| Equity-settled share-based expense | 94 | – | 176 | – | ||||||||||||
| Depreciation | 2,670 | 2,351 | 7,372 | 5,743 | ||||||||||||
| Fair value loss on derivative assets (note 11) | – | – | – | 107 | ||||||||||||
| Fair value loss on derivative liabilities (note 11) | (537 | ) | – | 364 | – | |||||||||||
| Rehabilitation provision - change in estimate | – | (253 | ) | – | – | |||||||||||
| Cash generated from operations before working capital changes | 13,731 | 15,475 | 40,700 | 38,903 | ||||||||||||
| Inventories | 769 | (2,543 | ) | 1,071 | (1,352 | ) | ||||||||||
| Prepayments | (1,258 | ) | (2,082 | ) | 1,453 | (5,093 | ) | |||||||||
| Trade and other receivables | (1,555 | ) | (2,937 | ) | (1,534 | ) | (7,468 | ) | ||||||||
| Trade and other payables | 30 | 1,425 | 211 | 1,885 | ||||||||||||
| Cash generated from operations | 11,717 | 9,338 | 41,901 | 26,875 | ||||||||||||
| 22 | Operating Segments |
The Group's operating segments have been identified based on geographic areas. The strategic business units are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Group’s CEO reviews internal management reports on at least a quarterly basis. Zimbabwe and South Africa describe the operations of the Group's reportable segments. The Zimbabwe operating segment comprises Caledonia Holdings Zimbabwe (Private) Limited and subsidiaries Blanket Mine (1983) (Private) Limited and Caledonia Mining Services (Private) Limited. The South African geographical segment comprises a gold mine that is on care and maintenance (and now sold), as well as sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine. The holding company (Caledonia Mining Corporation Plc) and Greenstone Management Services Holdings Limited (a UK company) responsible for administrative functions within the Group are taken into consideration in the strategic decision-making process of the CEO and are therefore included in the disclosure below. Reconciling amounts do not represent a separate segment. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management report that are reviewed by the Group's CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.
| 26 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 22 | Operating Segments (continued) |
Information about reportable segments
| For the nine months ended September 30, 2022 | Zimbabwe | South Africa | Inter-group eliminations adjustments | Corporate and other reconciling amounts | Total | |||||||||||||||
| Revenue | 107,904 | – | – | – | 107,904 | |||||||||||||||
| Inter-segmental revenue | – | 13,606 | (13,606 | ) | – | – | ||||||||||||||
| Royalty | (5,408 | ) | – | – | – | (5,408 | ) | |||||||||||||
| Production costs | (44,165 | ) | (12,871 | ) | 12,373 | – | (44,663 | ) | ||||||||||||
| Depreciation | (7,859 | ) | (113 | ) | 632 | (32 | ) | (7,372 | ) | |||||||||||
| Other income | 15 | 2 | – | – | 17 | |||||||||||||||
| Other expenses | (1,368 | ) | – | – | (467 | ) | (1,835 | ) | ||||||||||||
| Administrative expenses | (116 | ) | (2,056 | ) | (86 | ) | (5,810 | ) | (8,068 | ) | ||||||||||
| Management fee | (2,623 | ) | 2,623 | – | – | – | ||||||||||||||
| Cash-settled share-based expense | – | – | 441 | (776 | ) | (335 | ) | |||||||||||||
| Equity-settled share-based expense | – | – | – | (176 | ) | (176 | ) | |||||||||||||
| Net foreign exchange gain (loss) | 6,448 | (523 | ) | 24 | 691 | 6,640 | ||||||||||||||
| Fair value loss on derivative liabilities | – | – | – | (1,160 | ) | (1,160 | ) | |||||||||||||
| Net finance cost | (689 | ) | (10 | ) | – | 399 | (300 | ) | ||||||||||||
| Dividends (paid) received | (10,992 | ) | – | – | 10,992 | – | ||||||||||||||
| Profit before tax | 41,147 | 658 | (222 | ) | 3,661 | 45,244 | ||||||||||||||
| Tax expense | (13,362 | ) | (169 | ) | 30 | (550 | ) | (14,051 | ) | |||||||||||
| Profit after tax | 27,785 | 489 | (192 | ) | 3,111 | 31,193 |
| As at September 30, 2022 | Zimbabwe | South Africa | Inter-group eliminations adjustments | Corporate and other reconciling amounts | Total | |||||||||||||||
| Geographic segment assets: | ||||||||||||||||||||
| Current (excluding intercompany) | 32,959 | 2,936 | (63 | ) | 4,837 | 40,669 | ||||||||||||||
| Non-Current (excluding intercompany) | 180,017 | 1,640 | (5,139 | ) | 11,462 | 187,980 | ||||||||||||||
| Expenditure on property, plant and equipment (note 12) | 27,401 | 36 | (891 | ) | 10,709 | 37,255 | ||||||||||||||
| Expenditure on evaluation and exploration assets (note 13) | 943 | – | – | 4 | 947 | |||||||||||||||
| Intercompany balances | 35,501 | 11,027 | (102,839 | ) | 56,311 | – | ||||||||||||||
| Geographic segment liabilities: | ||||||||||||||||||||
| Current (excluding intercompany) | (12,117 | ) | (1,768 | ) | – | (3,365 | ) | (17,250 | ) | |||||||||||
| Non-current (excluding intercompany) | (5,944 | ) | (111 | ) | 117 | (787 | ) | (6,725 | ) | |||||||||||
| Intercompany balances | (12,385 | ) | (34,901 | ) | 102,839 | (55,553 | ) | – |
| 27 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
| 22 | Operating Segments (continued) |
| For the nine months ended September 30, 2021 | Zimbabwe | South Africa | Inter-group eliminations adjustments | Corporate and other reconciling amounts | Total | |||||||||||||||
| Revenue | 89,193 | – | – | – | 89,193 | |||||||||||||||
| Inter-segmental revenue | – | 15,900 | (15,900 | ) | – | – | ||||||||||||||
| Royalty | (4,471 | ) | – | – | – | (4,471 | ) | |||||||||||||
| Production costs | (38,869 | ) | (14,721 | ) | 14,642 | – | (38,948 | ) | ||||||||||||
| Depreciation | (5,945 | ) | (98 | ) | 333 | (33 | ) | (5,743 | ) | |||||||||||
| Other income | 43 | (1 | ) | – | – | 42 | ||||||||||||||
| Other expenses | (2,262 | ) | – | – | (3,133 | ) | (5,395 | ) | ||||||||||||
| Administrative expenses | (98 | ) | (1,511 | ) | – | (3,652 | ) | (5,261 | ) | |||||||||||
| Management fee | (1,980 | ) | 1,980 | – | – | – | ||||||||||||||
| Cash-settled share-based expense | (272 | ) | (128 | ) | 415 | (441 | ) | (426 | ) | |||||||||||
| Net foreign exchange gain (loss) | 303 | (94 | ) | (30 | ) | 162 | 341 | |||||||||||||
| Fair value loss on derivative assets | – | (107 | ) | – | – | (107 | ) | |||||||||||||
| Net finance cost | (1,471 | ) | – | – | 1,117 | (354 | ) | |||||||||||||
| Dividends received | – | – | – | – | – | |||||||||||||||
| Profit before tax | 34,171 | 1,220 | (540 | ) | (5,980 | ) | 28,871 | |||||||||||||
| Tax expense | (11,004 | ) | (449 | ) | 135 | – | (11,318 | ) | ||||||||||||
| Profit after tax | 23,167 | 771 | (405 | ) | (5,980 | ) | 17,553 |
| As at September 30, 2021 | Zimbabwe | South Africa | Inter-group eliminations adjustments | Corporate and other reconciling amounts | Total | |||||||||||||||
| Geographic segment assets: | ||||||||||||||||||||
| Current (excluding intercompany) | 32,706 | 3,989 | (102 | ) | 13,719 | 50,312 | ||||||||||||||
| Non-Current (excluding intercompany) | 150,421 | 1,178 | (4,838 | ) | 660 | 147,421 | ||||||||||||||
| Expenditure on property, plant and equipment (note 12) | 22,826 | 574 | (971 | ) | – | 22,429 | ||||||||||||||
| Expenditure on evaluation and exploration assets (note 13) | 143 | – | – | 1,280 | 1,423 | |||||||||||||||
| Intercompany balances | 24,102 | 7,355 | (78,903 | ) | 47,446 | – | ||||||||||||||
| Geographic segment liabilities: | ||||||||||||||||||||
| Current (excluding intercompany) | (9,827 | ) | (1,861 | ) | – | (2,895 | ) | (14,583 | ) | |||||||||||
| Non-current (excluding intercompany) | (12,493 | ) | (116 | ) | 367 | (1,075 | ) | (13,317 | ) | |||||||||||
| Intercompany balances | – | (32,940 | ) | 78,903 | (45,963 | ) | – |
Major customer
Revenues from Fidelity Printers and Refiners Limited amounted to $107,904 (2021: $89,193) for the nine months ended September 30, 2022.
| 28 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
DIRECTORS AND OFFICERS at November 10, 2022
| BOARD OF DIRECTORS | OFFICERS |
|
L.A. Wilson (2) (3) (4) (6) (8) Chairman of the Board |
M. Learmonth (5) (6) (7) (8) Chief Executive Officer |
| Non-executive Director | Jersey, Channel Islands |
| Washington DC, United States of America | |
| S. R. Curtis (5) (6) (7) (8) | D. Roets (5) (6) (7) (8) |
|
Non-executive Director Johannesburg, South Africa |
Chief Operating Officer Johannesburg, South Africa |
| J. L. Kelly (1) (2) (3) (4) (6) (8) | C.O. Goodburn (6) (7) |
|
Non-executive Director Connecticut, United States of America |
Chief Financial Officer Johannesburg, South Africa |
| J. Holtzhausen (1) (2) (4) (5) (6) | A. Chester (7) (8) |
|
Chairman Audit Committee Non-executive Director, Cape Town, South Africa |
General Counsel, Company Secretary and Head of Risk and Compliance Jersey, Channel Islands |
| M. Learmonth (5) (6) (7) (8) | BOARD COMMITTEES |
|
Chief Executive Officer Jersey, Channel Islands |
(1) Audit Committee |
| (2) Compensation Committee | |
| (3) Corporate Governance Committee | |
| N. Clarke (4) (5) (6) | (4) Nomination Committee |
| Non-executive Director | (5) Technical Committee |
| East Molesey, United Kingdom | (6) Strategic Planning Committee |
| (7) Disclosure Committee | |
| G. Wildschutt (1) (3) (4) (6) (8) | (8) ESG Committee |
| Non-executive Director | |
| Johannesburg, South Africa | |
| D. Roets (5) (6) (7) (8) | |
| Chief Operating Officer | |
| Johannesburg, South Africa | |
| G. Wylie (4) (5) (6) | |
| Non-executive Director | |
| Malta, Europe |
| 29 |
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended September 30, 2022 and 2021
(in thousands of United States Dollars, unless indicated otherwise)
CORPORATE DIRECTORY as at November 10, 2022
| CORPORATE OFFICES | SOLICITORS |
| Jersey | Mourant Ozannes (Jersey) |
| Head and Registered Office | 22 Grenville Street |
| Caledonia Mining Corporation Plc | St Helier |
| B006 Millais House | Jersey |
| Castle Quay | Channel Islands |
| St Helier | |
| Jersey JE2 3NF | Borden Ladner Gervais LLP (Canada) |
| Suite 4100, Scotia Plaza | |
| South Africa | 40 King Street West |
| Caledonia Mining South Africa Proprietary Limited | Toronto, Ontario M5H 3Y4 |
|
No. 1 Quadrum Office Park |
Canada |
|
Constantia Boulevard |
|
| Floracliffe | Memery Crystal LLP (United Kingdom) |
| South Africa | 165 Fleet Street |
| London EC4A 2DY | |
| Zimbabwe | United Kingdom |
| Caledonia Holdings Zimbabwe (Private) Limited | |
| P.O. Box CY1277 | Dorsey & Whitney LLP (US) |
| Causeway, Harare | TD Canada Trust Tower |
| Zimbabwe | Brookfield Place |
| 161 Bay Street | |
| Capitalisation (November 10, 2022) | Suite 4310 |
| Authorised: Unlimited | Toronto, Ontario |
| Shares, Warrants and Options Issued: | M5J 2S1 |
| Shares: 12,833,126 | Canada |
| Options: 20,000 | |
| Gill, Godlonton and Gerrans (Zimbabwe) | |
| SHARE TRADING SYMBOLS | Beverley Court |
| NYSE American - Symbol “CMCL” | 100 Nelson Mandela Avenue |
| AIM - Symbol “CMCL” | Harare, Zimbabwe |
| VFEX - Symbol “CMCL” | |
| Bowman Gilfillan Inc (South Africa) | |
| BANKER | 11 Alice Lane |
| Barclays | Sandton |
| Level 11 | Johannesburg |
| 1 Churchill Place | 2196 |
| Canary Wharf | |
| London E14 5HP | AUDITOR |
| BDO South Africa Incorporated | |
| NOMINATED ADVISOR | Wanderers Office Park |
| Cenkos Securities Plc | 52 Corlett Drive |
| 6.7.8 Tokenhouse Yard | Illovo 2196 |
| London | South Africa |
| EC2R 7AS | Tel: +27(0)10 590 7200 |
| MEDIA AND INVESTOR RELATIONS | REGISTRAR AND TRANSFER AGENT |
| BlytheRay Communications | Computershare |
| 4-5 Castle Court | 150 Royall Street, |
| London EC3V 9DL | Canton, |
| Tel: +44 20 7138 3204 | Massachusetts, 02021 |
|
Tel: +1 800 736 3001 or +1 781 575 3100 |
30
Exhibit 99.2
| CALEDONIA MINING CORPORATION PLC | November 10, 2022 |
Management’s Discussion and Analysis
This management’s discussion and analysis (“MD&A”) of the consolidated operating results and financial position of Caledonia Mining Corporation Plc (“Caledonia” or the “Company”) is for the quarter ended September 30, 2022 (“Q3 2022” or the “Quarter”). It should be read in conjunction with the Interim Financial Statements of Caledonia for the Quarter (the “Interim Financial Statements”) which are available from the System for Electronic Data Analysis and Retrieval at www.sedar.com or from Caledonia’s website at www.caledoniamining.com. The Interim Financial Statements and related notes have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. In this MD&A, the terms “Caledonia”, the “Company”, the “Group”, “we”, “our” and “us” refer to the consolidated operations of Caledonia Mining Corporation Plc and its subsidiaries unless otherwise specifically noted or the context requires otherwise.
Note that all currency references in this document are to thousands of US Dollars, unless otherwise stated.
TABLE OF CONTENTS
| 1. | OVERVIEW | |
| 2. | HIGHLIGHTS | |
| 3. | SUMMARY FINANCIAL RESULTS | |
| 4. | OPERATIONS | |
| 4.1 | Safety, Health and Environment | |
| 4.2 | Social Investment and Contribution to the Zimbabwean Economy | |
| 4.3 | Gold Production | |
| 4.4 | Underground | |
| 4.5 | Metallurgical Plant | |
| 4.6 | Production Costs | |
| 4.7 | Capital Projects | |
| 4.8 | Indigenisation | |
| 4.9 | Zimbabwe Commercial Environment | |
| 4.10 | Opportunities and Outlook | |
| 4.11 | COVID-19 | |
| 4.12 | Solar project | |
| 5. | EXPLORATION | |
| 6. | INVESTING | |
| 7. | FINANCING | |
| 8. | LIQUIDITY AND CAPITAL RESOURCES | |
| 9. | OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES | |
| 10. | NON-IFRS MEASURES | |
| 11. | RELATED PARTY TRANSACTIONS | |
| 12. | CRITICAL ACCOUNTING ESTIMATES | |
| 13. | FINANCIAL INSTRUMENTS | |
| 14. | DIVIDEND POLICY | |
| 15. | MANAGEMENT AND BOARD | |
| 16. | SECURITIES OUTSTANDING | |
| 17. | RISK ANALYSIS | |
| 18. | FORWARD LOOKING STATEMENTS | |
| 19. | CONTROLS | |
| 20. | QUALIFIED PERSON | |
| 1. | OVERVIEW |
Caledonia is an exploration, development and mining corporation focused on Zimbabwe. Caledonia’s primary asset is a 64% ownership in Blanket Mine (“Blanket”), a gold mine in Zimbabwe. Caledonia consolidates Blanket into the Interim Financial Statements; accordingly, operational and financial information set out in this MD&A is on a 100% basis, unless otherwise specified. Caledonia’s shares are listed on the NYSE American LLC ("NYSE American"), depositary interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc and depositary receipts in Caledonia’s shares are listed on the Victoria Falls Stock Exchange (“VFEX”) (all under the symbols “CMCL”).
| 2. | HIGHLIGHTS |
| 3 months ended September 30 | 9 months ended September 30 | Comment | |||
| 2021 | 2022 | 2021 | 2022 | ||
| Gold produced (oz) | 18,965 | 21,120 | 48,872 | 59,726 | Record quarterly gold production. Gold production in the Quarter was 11.4% higher than in the third quarter of 2021 (the “comparable quarter”) due to increased tonnes milled and higher grade. |
| On-mine cost per ounce ($/oz)1 | 695 | 734 | 743 | 709 | On-mine cost per ounce in the Quarter increased by 5.7% from the comparable quarter due to higher production costs. Inflationary pressures were incurred on key consumables. Unforeseen repairs and maintenance further contributed to the higher on-mine cost per ounce for the Quarter. |
| All-in sustaining cost (“AISC”) | 870 | 944 | 931 | 945 | AISC per ounce in the Quarter increased by 9% compared to the comparable quarter due to higher on-mine cost per ounce and higher administrative costs. |
| Average realised gold price ($/oz)1 | 1,764 | 1,696 | 1,766 | 1,792 | The average realised gold price reflects international spot prices. |
| Gross profit2 | 15,737 | 15,572 | 40,031 | 50,461 | Gross profit for the Quarter decreased due to higher production costs and the lower realised gold price, both of which outweighed the effect of higher production. |
| Net profit attributable to shareholders | 6,939 | 8,614 | 14,183 | 25,932 | Net profit for the Quarter increased due to lower other expenses, higher net foreign exchange gains and fair value gains on derivative financial instruments in the Quarter which offset higher administrative expenses and a higher taxation charge. |
| Basic IFRS earnings per share (“EPS”) (cents) | 57.1 | 66.2 | 115.2 | 197.7 | IFRS EPS reflects the increase in IFRS profit attributable to shareholders. This was partly offset by an increase in the number of shares issued from the comparable quarter. |
| Adjusted EPS1 | 68.9 | 60.7 | 183.2 | 178.8 | Adjusted EPS excludes net foreign exchange gains, deferred tax and fair value movements on derivative financial instruments. |
| Net cash from operating activities | 7,112 | 8,923 | 21,804 | 35,792 | Net cash from operating activities increased due to higher operating profit and reduced working capital movements. This was partly offset by high unrealised foreign exchange gains. |
| Net cash and cash equivalents | 13,010 | 6,167 | 13,010 | 6,167 | Net cash was lower due to continued high levels of capital investment and dividend payments. |
1 Non-IFRS measures such as “On-mine cost per ounce”, “AISC”, “average realised gold price” and “adjusted EPS” are used throughout this document. Refer to section 10 of this MD&A for a discussion of non-IFRS measures.
2 Gross profit is after deducting royalties, production costs and depreciation but before administrative expenses, other income, interest and finance charges and taxation.
Bilboes Gold acquisition and tribute transaction
On July 21, 2022 Caledonia announced that it had signed an agreement to purchase Bilboes Gold Limited (“Bilboes Gold”), the parent company which owns, through its Zimbabwe subsidiary, Bilboes Holdings (Private) Limited (“Bilboes Holdings“), the Bilboes gold project in Zimbabwe (“Bilboes” or the “Project”) for a total consideration of 5,123,044 Caledonia shares representing approximately 28.5% of Caledonia's fully diluted equity, (although this could be subject to customary adjustment up or down to a maximum of 5,497,293 shares) and a 1% net smelter royalty ("NSR") on the Project's revenues.
Bilboes is a large, shear-hosted gold (sulphide and oxide) deposit located approximately 75 km north of Bulawayo, Zimbabwe. Historically, it has been subject to a limited amount of open pit mining.
The Project has NI43-101 compliant measured and indicated mineral resources of 2.56 million ounces of gold at a grade of 2.26 g/t and inferred mineral resources of 576,672 ounces of gold at a grade of 1.89 g/t3. This includes proven and probable mineral reserves of 1.96 million ounces of gold at a grade of 2.29 g/t.
Completion of the transaction is subject to several conditions, including:
| · | that Bilboes Holdings receives confirmation from the Zimbabwe authorities that it will, for the life of the mine, be able to export gold directly and to retain 100% of the sale proceeds in US Dollars with no requirement to convert US Dollar gold revenues into domestic currency; and |
| · | an arrangement with or confirmation from the Zimbabwe authorities and/or an independent power producer regarding the future availability of a sufficiently reliable and affordable electricity supply to the Project. |
Caledonia continues to have constructive engagement with the Zimbabwe authorities regarding the satisfaction of these conditions.
Caledonia has entered into tribute and mining agreements with Bilboes Holdings so that the oxide project can be re-started with the expectation that the oxide project will generate a profit within approximately 6 months of the commencement of activity dependant on procurement during the festive season. This also has the benefit of an element of pre-stripping for the main development.
Record Quarterly Production at Blanket Mine
Production for the Quarter was 21,120 ounces, an 11% increase from the comparable quarter. Production for the Quarter exceeded our expectations and represents a new quarterly production record. Production for the Quarter excludes a surface stockpile of approximately 16,500 tonnes of crushed ore containing approximately 1,750 ounces of recoverable gold.
Blanket remains on track to achieve the higher end of its production guidance of between 73,000 and 80,000 ounces of gold in 20224.
___________________________
3 Refer to the technical report entitled "BILBOES GOLD PROJECT FEASIBILITY STUDY" with effective date 15 December 2021 prepared by DRA Projects (Pty) Ltd filed by the Company on SEDAR (www.sedar.com) on 21 July 2022.
4 Refer to the technical report entitled "Caledonia Mining Corporation Plc NI 43-101 Technical Report on the Blanket Gold Mine, Zimbabwe" dated May 17, 2021 prepared by Minxcon (Pty) Ltd and filed by the Company on SEDAR on May 26, 2021
Changes to the board and management
The following changes to management and the board were announced during the reporting period:
| · | On July 1, 2022, Mr Mark Learmonth, previously Chief Financial Officer, was appointed as Chief Executive Officer to replace Mr Steve Curtis, who retired. Mr Curtis remains a non-executive director of the Company and a consultant to the Group; and |
| · | On July 1, 2022, Mr Chester Goodburn, previous Group Financial Manager, was appointed as Chief Financial Officer. |
Strategy and Outlook: increased focus on growth opportunities
Caledonia’s immediate strategic focus is on Blanket: to increase production to the target of 80,000 ounces of gold per annum, reduce operating costs and increase the flexibility to undertake further development and exploration, thereby safeguarding and enhancing Blanket’s long-term future. Management believes there is excellent exploration potential at Blanket at depth, in the older shallower areas of the mine and in brownfield sites immediately adjacent to the existing Blanket footprint.
Caledonia also intends to complete the acquisition of Bilboes and, thereafter, to prepare a feasibility study to identify the most judicious way to commercialise the Project with regard to the availability of funding on acceptable terms. Caledonia plans to re-start the oxides project at Bilboes during quarter 4 in terms of a tribute agreement with a view to creating a cash-generative operation.
Caledonia completed the verification of the existing geological information at the Maligreen mining claims in the Zimbabwe midlands and estimated the NI 43-101 compliant inferred mineral resource of approximately 862,600 ounces of gold in 14.2 million tonnes at a grade of 1.89g/t. The QAQC and evaluation resulted in improved confidence and the conversion to measured and indicated mineral resources of 442,300 ounces of gold in 8.03 million tonnes at a grade of 1.71g/t. The remaining inferred mineral resources are estimated at 420,300 ounces of gold in 6.17 million tonnes at a grade of 2.12g/t.
Caledonia has purchased Motapa Mining Company UK Limited, the parent company of a Zimbabwe subsidiary which holds a registered mining lease over the Motapa gold exploration property in Southern Zimbabwe (“Motapa” or the “Project”). The Company has made the purchase from Bulawayo Mining Company Limited, a privately owned UK company. The purchase price is undisclosed but is below the regulatory disclosure threshold.
| 3. | SUMMARY FINANCIAL RESULTS |
The table below sets out the consolidated profit or loss for the Quarter, the 9 months to September 30, 2022 and prior period comparable amounts prepared under IFRS.
| Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income (unaudited) | ||||||||||||||||
| 3 months ended | 9 months ended | |||||||||||||||
| ($’000’s) | September 30 | September 30 | ||||||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||||||
| Revenue | 33,496 | 35,840 | 89,193 | 107,904 | ||||||||||||
| Royalty | (1,679 | ) | (1,796 | ) | (4,471 | ) | (5,408 | ) | ||||||||
| Production costs | (13,729 | ) | (15,802 | ) | (38,948 | ) | (44,663 | ) | ||||||||
| Depreciation | (2,351 | ) | (2,670 | ) | (5,743 | ) | (7,372 | ) | ||||||||
| Gross profit | 15,737 | 15,572 | 40,031 | 50,461 | ||||||||||||
| Other income | 12 | 14 | 42 | 17 | ||||||||||||
| Other expenses | (1,254 | ) | (552 | ) | (5,395 | ) | (1,835 | ) | ||||||||
| Administrative expenses | (1,906 | ) | (2,789 | ) | (5,261 | ) | (8,068 | ) | ||||||||
| Net foreign exchange gain | 413 | 1,559 | 341 | 6,640 | ||||||||||||
| Cash-settled share-based expense | (243 | ) | (25 | ) | (426 | ) | (335 | ) | ||||||||
| Equity-settled share-based expense | — | (94 | ) | — | (176 | ) | ||||||||||
| Derivative financial instrument gains/(expenses) | — | 537 | (107 | ) | (1,160 | ) | ||||||||||
| Operating profit | 12,759 | 14,222 | 29,225 | 45,544 | ||||||||||||
| Net finance costs | (13 | ) | (9 | ) | (354 | ) | (300 | ) | ||||||||
| Profit before tax | 12,746 | 14,213 | 28,871 | 45,244 | ||||||||||||
| Tax expense | (4,423 | ) | (4,018 | ) | (11,318 | ) | (14,051 | ) | ||||||||
| Profit for the period | 8,323 | 10,195 | 17,553 | 31,193 | ||||||||||||
| Other comprehensive income | ||||||||||||||||
| Items that are or may be reclassified to profit or loss | ||||||||||||||||
| Exchange differences on translation of foreign operations | (330 | ) | (699 | ) | (149 | ) | (858 | ) | ||||||||
| Total comprehensive income for the period | 7,993 | 9,496 | 17,404 | 30,335 | ||||||||||||
| Profit attributable to: | ||||||||||||||||
| Owners of the Company | 6,939 | 8,614 | 14,183 | 25,932 | ||||||||||||
| Non-controlling interests | 1,384 | 1,581 | 3,370 | 5,261 | ||||||||||||
| Profit for the period | 8,323 | 10,195 | 17,553 | 31,193 | ||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||
| Owners of the Company | 6,609 | 7,915 | 14,034 | 25,074 | ||||||||||||
| Non-controlling interests | 1,384 | 1,581 | 3,370 | 5,261 | ||||||||||||
| Total comprehensive income for the period | 7,993 | 9,496 | 17,404 | 30,335 | ||||||||||||
| Earnings per share (cents) | ||||||||||||||||
| Basic IFRS | 56.8 | 66.2 | 115.3 | 197.7 | ||||||||||||
| Diluted IFRS | 56.7 | 64.4 | 115.1 | 197.7 | ||||||||||||
| Adjusted earnings per share (cents) | 68.9 | 60.7 | 183.2 | 178.8 | ||||||||||||
| Dividends declared per share (cents) | 13.0 | 14.0 | 36.0 | 42.0 | ||||||||||||
Revenue in the Quarter was 7% higher than the comparable quarter due to an 11% increase in the quantity of gold sold and a 4% reduction in the average gold price obtained from $1,764 per ounce in the comparable quarter to $1,696 per ounce in the Quarter.
The royalty rate payable to the Zimbabwe Government was unchanged at 5% in the Quarter.
Production costs increased by 15.1% in the Quarter compared to the comparable quarter; the on-mine cost per ounce increased by 5.7% from the comparable quarter. Production costs in the Quarter increased predominantly due to inflationary pressures on consumable expenditures that contributed to a $10 per ounce increase in on-mine cost per ounce and unforeseen repairs and maintenance that contributed a further $15 per ounce. Inflationary increases were incurred on key consumables such as explosives, diesel, cyanide, carbon, lime and steel products (rods, steel balls, and drill steels). Unforeseen repairs and maintenance included the replacement end shield for ball mill No. 7 (BM7) and replacement batteries for the underground locomotives. Higher usage of explosives was also realised in the Quarter due to inefficiencies.
The AISC per ounce in the Quarter increased by 8.5% from the comparable quarter due to the higher production cost and higher administrative expenses.
The on-mine cost per ounce and the AISC per ounce increased in the Quarter compared to the comparable quarter as illustrated in the graphs below.
Administrative expenses are detailed in note 8 to the Interim Financial Statements and include the costs of Caledonia’s offices and personnel in Johannesburg, the UK and Jersey which provide the following functions: technical services, finance, procurement, investor relations, corporate development, legal and company secretarial.
Administrative expenses in the Quarter were 46.3% higher than the comparable quarter. The increase was due mainly to higher legal and professional fees (primarily relating to professional fees related to the Bilboes transaction) and increased travel and investor relations costs as activity levels returned to normal following the lifting of international travel restrictions. Further increases were incurred on software and cyber security costs to strengthen the Group’s controls over information and communication technologies in the Group.
The depreciation charge in the Quarter increased because of increased production (fixed assets are depreciated over production ounces) on the Central Shaft assets following its commissioning at the end of March 2021.
Other expenses are detailed in note 7 to the Interim Financial Statements and include community and social responsibility (“CSR”) expenses of $348 and an impairment expense of $467 on the accumulated expenditures incurred on the Connemara North exploration project.
Net foreign exchange movements relate to gains and losses arising on monetary assets and liabilities that are held in currencies other than the US Dollar. Large foreign exchange movements arose due to the significant devaluation of the Zimbabwe currency against the US Dollar which is discussed in section 4.9 of this MD&A. The net foreign exchange movement in the Quarter was higher than in the comparable quarter reflecting the accelerated depreciation of the Zimbabwe currency in the Quarter.
The tax expense comprised of the following:
| Analysis of Consolidated Tax expense/(credit) for the Quarter | ||||||||||||||||
| ($’000’s) | ||||||||||||||||
| Zimbabwe | South Africa | UK | Total | |||||||||||||
| Income tax | 2,004 | 143 | — | 2,147 | ||||||||||||
| Withholding tax | ||||||||||||||||
| Management fee | — | 38 | — | 38 | ||||||||||||
| Deemed dividend | 32 | — | — | 32 | ||||||||||||
| CHZ dividends to GMS | — | — | 390 | 390 | ||||||||||||
| Deferred tax | 1,460 | (49 | ) | — | 1,411 | |||||||||||
| 3,496 | 132 | 390 | 4,018 | |||||||||||||
The overall effective taxation rate in the Quarter was 28% (Q3 2021: 35%); most of the tax charge comprised income tax and deferred tax incurred in Zimbabwe.
The enacted income tax rate in Zimbabwe is 24.72% (2021: 24.72%). Zimbabwean taxable income is calculated in RTGS$ and payments are made in the same proportions of RTGS$ and USD as revenue is received. Deferred tax predominantly comprises the difference between the accounting and tax treatments of capital investment. 100% of capital expenditure is deductible in the year in which it is incurred for tax and depreciation commences when the project enters production. Large devaluations in the RTGS$ against the USD reduce the income tax paid and the deferred tax liability.
South African income tax arises on intercompany profits arising at Caledonia Mining South Africa Proprietary Limited (“CMSA”).
Zimbabwe withholding tax arose on the management fees paid to CMSA and on dividends paid from Zimbabwe to the Company’s subsidiary in the UK Greenstone Management Services Holdings Limited (“GMS”).
IFRS basic EPS for the Quarter increased by 15.9% from 57.1 cents in the comparable quarter to 66.2 cents. Adjusted EPS for the Quarter, which excludes inter alia the effect of foreign net exchange movements and deferred tax, reduced by 11.9% from 68.9 cents in the comparable quarter to 60.7 cents. The lower adjusted EPS (despite the increased EPS on an IFRS basis) was due primarily to the larger reversal of net foreign exchange gains, a lower add-back of deferred taxation and losses incurred on derivative instruments.
A dividend of 14 cents per share was declared and paid in the Quarter. Caledonia’s dividends are discussed further in section 14.
Risks that may affect Caledonia’s future financial condition are discussed in sections 4.9 and 17.
The table below sets out the consolidated statements of cash flows for the Quarter, the comparable quarter, the 9 months to September 30, 2022 and prior 9 month period comparable amounts prepared under IFRS.
| Condensed Consolidated Statements of Cash Flows (unaudited) | ||||||||||||||||
| 3 months ended | 9 months ended | |||||||||||||||
| ($’000’s) | September 30 | September 30 | ||||||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||||||
| Cash flows from operating activities | ||||||||||||||||
| Cash generated from operations | 9,338 | 11,717 | 26,875 | 41,901 | ||||||||||||
| Interest paid | (50 | ) | (27 | ) | (297 | ) | (116 | ) | ||||||||
| Tax paid | (2,176 | ) | (2,767 | ) | (4,774 | ) | (5,993 | ) | ||||||||
| Net cash from operating activities | 7,112 | 8,923 | 21,804 | 35,792 | ||||||||||||
| Cash flows used in investing activities | ||||||||||||||||
| Acquisition of property, plant and equipment | (8,564 | ) | (10,840 | ) | (22,332 | ) | (33,585 | ) | ||||||||
| Acquisition of exploration and evaluation assets | (449 | ) | (311 | ) | (1,423 | ) | (947 | ) | ||||||||
| Realisation of gold ETF | — | — | 1,082 | — | ||||||||||||
| Proceeds on disposal of assets held for sale | 500 | — | 500 | — | ||||||||||||
| Proceeds from disposal of subsidiary | — | — | 340 | — | ||||||||||||
| Net cash used in investing activities | (8,513 | ) | (11,151 | ) | (21,833 | ) | (34,532 | ) | ||||||||
| Cash flows from financing activities | ||||||||||||||||
| Dividends paid | (2,108 | ) | (2,709 | ) | (5,614 | ) | (7,197 | ) | ||||||||
| Repayment of gold loan | — | — | — | (3,698 | ) | |||||||||||
| Proceeds from call options | — | 415 | — | 239 | ||||||||||||
| Term loan repayments | (100 | ) | — | (306 | ) | — | ||||||||||
| Payment of lease liabilities | (31 | ) | (36 | ) | (96 | ) | (115 | ) | ||||||||
| Net cash used in financing activities | (2,239 | ) | (2,330 | ) | (6,016 | ) | (10,771 | ) | ||||||||
| Net decrease in cash and cash equivalents | (3,640 | ) | (4,558 | ) | (6,045 | ) | (9,511 | ) | ||||||||
| Effect of exchange rate fluctuations on cash and cash equivalents | (19 | ) | (137 | ) | (37 | ) | (588 | ) | ||||||||
| Net cash and cash equivalents at beginning of the period | 16,669 | 10,862 | 19,092 | 16,265 | ||||||||||||
| Net cash and cash equivalents at end of the period | 13,010 | 6,167 | 13,010 | 6,167 | ||||||||||||
Cash generated from operating activities is detailed in note 21 to the Interim Financial Statements which shows that cash generated by operations before working capital changes in the Quarter was $13.7 million, 47.3% higher than the $9.3 million in the comparable quarter.
The negative cash working capital movement of $2.0 million in the Quarter was predominantly due to increased prepayments and trade and other receivables, offset by decreased inventory levels. Movements in working capital items are discussed below in the review of the Summarised Consolidated Statements of Financial Position.
Tax paid in the Quarter reflects the increased pre-tax profits at Blanket and is after the offset of part of the overdue VAT recoverable.
Investment in property, plant and equipment remains high due to the continued investment in new development associated with the Central Shaft project, which is discussed further in section 4.7 of this MD&A in sustaining capital investment and includes $0.3 million of investment in the solar project as discussed in section 4.12.
The acquisition of exploration and evaluation assets relates to the ongoing work at the Maligreen claims and geological evaluations as discussed further in section 5.
Dividends comprise $1.8m paid to shareholders of the Company and $0.9m to Blanket’s minority shareholders as discussed in section 14.
The effect of exchange rate fluctuations on cash held predominantly reflects gains or losses on cash balances held in currencies other than the US Dollar. The effect on cash balances forms part of an overall foreign exchange gain or loss arising on all affected financial assets and liabilities.
The table below sets out the consolidated statements of Caledonia’s financial position at the end of the Quarter and December 31, 2021 prepared under IFRS.
| Summarised Consolidated Statements of Financial Position (unaudited) | ||||||||||
| ($’000’s) | As at | December 31 | September 30 | |||||||
| 2021 | 2022 | |||||||||
| Total non-current assets | 157,944 | 187,980 | ||||||||
| Inventories | 20,812 | 19,675 | ||||||||
| Prepayments | 6,930 | 3,885 | ||||||||
| Trade and other receivables | 7,938 | 8,815 | ||||||||
| Income tax receivable | 101 | 38 | ||||||||
| Cash and cash equivalents | 17,152 | 8,256 | ||||||||
| Total assets | 210,877 | 228,649 | ||||||||
| Total non-current liabilities | 12,633 | 6,725 | ||||||||
| Lease liabilities – short term portion | 134 | 127 | ||||||||
| Trade and other payables | 9,957 | 12,340 | ||||||||
| Derivative financial liabilities | 3,095 | — | ||||||||
| Income tax payable | 1,562 | 1,867 | ||||||||
| Overdraft | 887 | 2,089 | ||||||||
| Cash-settled share-based payments - short term portion | 2,053 | 827 | ||||||||
| Total liabilities | 30,321 | 23,975 | ||||||||
| Total equity | 180,556 | 204,674 | ||||||||
| Total equity and liabilities | 210,877 | 228,649 | ||||||||
Non-current assets increased due to the investment at Blanket in the Central Shaft and related infrastructure, electrical infrastructure and sustaining investment; investment in the solar project; and the acquisition and investments in exploration and evaluation properties.
Inventory levels at Blanket reduced by $1.8 million and gold work in progress and ore stockpile increased by $0.6 million because mine production exceeded milling capacity for much of 2022 until milling capacity was increased in September 2022.
Prepayments represent deposits and advance payments for goods and services. Prepayments decreased largely due to the reduction in prepayments in respect of the solar project as it nears completion.
Trade and other receivables are detailed in note 17 to the Interim Financial Statements and include $6.2 million (December 31, 2021: $4.5 million) due from Fidelity in respect of gold deliveries prior to the close of business on September 30, 2022 and $0.8 million (December 31, 2021: $3.2 million) due from the Zimbabwe Government in respect of VAT refunds. The increased receivable due from Fidelity Printers and Refiners (Private) Limited (“Fidelity”), a subsidiary of the Reserve Bank of Zimbabwe (“RBZ”), reflects the higher gold production and a larger delivery of gold at the end of the Quarter. The full amount due from Fidelity in respect of gold deliveries was received as it fell due in October 2022. Also included in trade and other receivables is an amount of $0.6 million that relates to the VAT and duties tax to be refunded to Caledonia Mining Services (Private) Limited (“CMS”) on the import of solar equipment. The Bilboes receivable relates to payments made to Bilboes Holdings (Private) Limited to maintain the liquidity of Bilboes Holdings (Private) Limited before the restart of the oxides project in terms of the tribute agreement. It is expected that this amount will be recovered through the operation of the tribute arrangement.
On August 1, 2022 the Group obtained approval from the Ministry of Mines and Mine Development for the tribute arrangement that allows Caledonia to mine the oxide portion of the Bilboes claims as discussed in section 4.10 of this MD&A. This is accounted for as a separate acquisition of a portion of the greater Bilboes transaction. The expected cost to restore the property, plant and equipment that is relevant to the oxide claims is estimated to be $0.9 million. This amount is expected to be paid in quarter 4 of 2022 and it is recognised as the acquisition cost of the oxide project which remained payable at September 30, 2022 (refer to note 12 and 20 to the Interim Financial Statements) and is therefore included in trade and other payables.
Trade and other payables include an amount provided for the settlement amount with Voltalia on the solar plant of $2.1 million as discussed in section 4.12 of this MD&A.
Derivative financial liabilities decreased due to the gold loan that was repaid in full in quarter 2 of 2022 and the significant decrease in the option price of the remaining options, as discussed in section 7 of this MD&A. The decrease in the cash-settled share-based payments value is due to awards that vested in quarter 1 of 2022 and the decrease in the share price.
The distribution of the consolidated cash across the jurisdictions where the Group operates was as follows:
| Geographical location of cash ($’000’s) | ||||||||||||||||
| As at | Dec 31, | Mar 31, | Jun 30, | Sep 30, | ||||||||||||
| 2021 | 2022 | 2022 | 2022 | |||||||||||||
| Zimbabwe | 8,092 | 5,842 | 8,868 | 883 | ||||||||||||
| South Africa | 635 | 1,861 | 878 | 932 | ||||||||||||
| UK/Jersey | 7,538 | 6,727 | 1,116 | 4,352 | ||||||||||||
| Total net cash and cash equivalents | 16,265 | 14,430 | 10,862 | 6,167 | ||||||||||||
Included in the cash and cash equivalents is a restricted cash amount of US$1 million (denominated in RTGS$) held by Blanket Mine which has been earmarked to Stanbic Bank Zimbabwe as a letter of credit in favor of CMSA. The letter of credit was issued by Stanbic Bank Zimbabwe on September 15, 2022 in RTGS$ and has a 90-day conversion tenure. The cash on maturity will be transferred to CMSA’s bank account, denominated in South African Rand. On July 11, 2022 and August 30, 2022, $4 million and $2 million was transferred respectively from CHZ to the GMS. A further $1.5 million was transferred in October 2022.
The short-term portion of the cash-settled share-based payment liability is in respect of awards made to certain employees at Caledonia, CMSA and Blanket in terms of the OEICP. The awards can be settled in cash or, subject to conditions, shares at the option of the recipient.
The following information is provided for each of the eight most recent quarterly periods ending on the dates specified. The figures are extracted from underlying financial statements that have been prepared using accounting policies consistent with IFRS.
| ($’000’s except per share amounts) | Dec 31, | Mar 31, | Jun 30, | Sep 30, | Dec 31, | Mar 31, | Jun 30, | Sep 30, |
| 2020 | 2021 | 2021 | 2021 | 2021 | 2022 | 2022 | 2022 | |
| Revenues | 28,128 | 25,720 | 29,977 | 33,496 | 32,136 | 35,072 | 36,992 | 35,840 |
| Profit attributable to owners of the Company | 2,973 | 4,550 | 2,694 | 6,939 | 4,222 | 5,940 | 11,378 | 8,614 |
| EPS – basic (cents) | 24 | 37.3 | 21.1 | 56.8 | 33.3 | 44.6 | 87.7 | 63.3 |
| EPS – diluted (cents) | 23.9 | 37.2 | 21.1 | 56.7 | 33.3 | 44.6 | 87.7 | 63.3 |
| Net cash and cash equivalents | 19,092 | 13,027 | 16,669 | 35,840 | 16,265 | 14,430 | 10862 | 6,167 |
Fluctuations in profit attributable to owners of the Company on a quarterly basis are due to, inter alia, substantial foreign exchange profits as discussed in the relevant MD&As and financial statements.
| 4. | OPERATIONS |
| 4.1 | Safety, Health and Environment |
The following safety statistics have been recorded for the Quarter and the preceding seven quarters.
| Blanket Mine Safety Statistics | ||||||||||||||||||||||||||||||||
Classification | Q4 2020 | Q1 2021 | Q2 2021 | Q3 2021 | Q4 2021 | Q1 2022 | Q2 2022 | Q3 2022 | ||||||||||||||||||||||||
| Fatal | 0 | 0 | 0 | 0 | 0 | 1 | 0 | 0 | ||||||||||||||||||||||||
| Lost time injury | 3 | 0 | 1 | 0 | 2 | 0 | 2 | 1 | ||||||||||||||||||||||||
| Restricted work activity | 1 | 4 | 0 | 1 | 1 | 0 | 1 | 1 | ||||||||||||||||||||||||
| First aid | 0 | 0 | 0 | 1 | 0 | 2 | 3 | 0 | ||||||||||||||||||||||||
| Medical aid | 5 | 2 | 5 | 6 | 8 | 6 | 3 | 1 | ||||||||||||||||||||||||
| Occupational illness | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Total | 9 | 6 | 6 | 8 | 11 | 9 | 9 | 3 | ||||||||||||||||||||||||
| Incidents | 14 | 17 | 9 | 26 | 10 | 9 | 10 | 14 | ||||||||||||||||||||||||
| Near misses | 7 | 11 | 3 | 6 | 2 | 4 | 7 | 6 | ||||||||||||||||||||||||
| Disability Injury Frequency Rate | 0.55 | 0.53 | 0.14 | 0.12 | 0.24 | 0.12 | 0.36 | 0.22 | ||||||||||||||||||||||||
| Total Injury Frequency Rate | 1.23 | 0.79 | 0.85 | 0.98 | 1.58 | 1.07 | 1.08 | 0.34 | ||||||||||||||||||||||||
| Man-hours worked (000’s) | 1,460 | 1,509 | 1,418 | 1,629 | 1,643 | 1,686 | 1,672 | 1,788 | ||||||||||||||||||||||||
The Nyanzvi safety training initiative was resumed in the previous quarter as COVID-19 restrictions were relaxed and this has coincided with a reduction in the injury frequency rates.
| 4.2 | Social Investment and Contribution to the Zimbabwean Economy |
Blanket’s investment in community and social projects which are not directly related to the operation of the mine or the welfare of Blanket’s employees, the payments made to the Gwanda Community Share Ownership Trust (“GCSOT”) and payments of 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) | ||||||||||
| Period | Year | CSR Investment | Payments to GCSOT | Payments to Zimbabwe Government (excl. royalties) | Total | |||||
| Year | 2013 | 2,147 | 2,000 | 15,354 | 19,501 | |||||
| Year | 2014 | 35 | - | 12,319 | 12,354 | |||||
| Year | 2015 | 50 | - | 7,376 | 7,426 | |||||
| Year | 2016 | 12 | - | 10,637 | 10,649 | |||||
| Year | 2017 | 5 | - | 11,988 | 11,993 | |||||
| Year | 2018 | 4 | - | 10,140 | 10,144 | |||||
| Year | 2019 | 47 | - | 10,357 | 10,404 | |||||
| Year | 2020 | 1,689 | 184 | 12,526 | 14,399 | |||||
| Year | 2021 | 1,163 | 948 | 16,426 | 18,537 | |||||
| Q1 | 2022 | 152 | - | 4,091 | 4,244 | |||||
| Q2 | 2022 | 94 | 240 | 5,014 | 5,708 | |||||
| Q3 | 2022 | 92 | 600 | 5,780 | 6,472 | |||||
CSR initiatives fall under six pillars of education, health, women empowerment and agriculture, environment, charity and youth empowerment.
Highlights of the community and social development initiatives during the Quarter include the drilling of boreholes at Datata Primary School, Gwakwe Primary School, Gwanda Government Secondary School, Insimbi Primary School, and Sibona Primary School. Two of the boreholes, Sibona and Gwakwe Primary school, were fully equipped with solar powered 1hp pumps, a 5000-litre water storage tank, and security lights. Drilling and equipping of more boreholes are expected in quarter 4 of 2022. At Phakama Isolation Centre the floor cladding in the two wards which was peeling off was repaired.
Work has begun at Sitezi Solar Project which is intended to provide Sitezi Clinic, Sitezi Primary and Secondary Schools, and the Enqameni Youth Reflection Centre with solar power; potable water reticulation will be installed for the four institutions and the school buildings will be renovated.
GCSOT was paid a $600,000 dividend in the Quarter. The dividend represents the full entitlement on GCSOT’s 10% shareholding in Blanket.
| 4.3 | Gold Production |
Tonnes milled, average grades, recoveries and gold produced during the Quarter, the preceding 8 quarters, the years 2019, 2020 and 2021 and October 2022 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) | ||||||
| Year | 2019 | 556,331 | 3.31 | 93.4 | 55,182 | |||||
| Quarter 1 | 2020 | 140,922 | 3.35 | 93.8 | 14,233 | |||||
| Quarter 2 | 2020 | 143,210 | 3.13 | 93.9 | 13,499 | |||||
| Quarter 3 | 2020 | 157,343 | 3.19 | 93.9 | 15,155 | |||||
| Quarter 4 | 2020 | 156,487 | 3.19 | 93.5 | 15,012 | |||||
| Year | 2020 | 597,962 | 3.21 | 93.8 | 57,899 | |||||
| Quarter 1 | 2021 | 148,513 | 2.98 | 93.0 | 13,197 | |||||
| Quarter 2 | 2021 | 165,760 | 3.34 | 93.8 | 16,710 | |||||
| Quarter 3 | 2021 | 179,577 | 3.48 | 94.2 | 18,965 | |||||
| Quarter 4 | 2021 | 171,778 | 3.57 | 94.3 | 18,604 | |||||
| Year | 2021 | 665,628 | 3.36 | 93.9 | 67,476 | |||||
| Q1 | 2022 | 165,976 | 3.69 | 94.1 | 18,515 | |||||
| Q2 | 2022 | 179,118 | 3.71 | 93.9 | 20,091 | |||||
| Q3 | 2022 | 198,495 | 3.53 | 93.6 | 21,120 | |||||
| October | 2022 | 61,151 | 3.35 | 93.6 | 6,770 | |||||
Gold production for the Quarter was 11.4% higher than the comparable quarter due to a 10.5% increase in tonnes milled and a 1.6% increase in the grade. Tonnes milled and grade are discussed in section 4.4 of this MD&A; gold recoveries are discussed in section 4.5 of this MD&A.
An ore stockpile of approximately 16,500 tonnes (Q2 2022: 12,700 tonnes) existed at Quarter end due to the rate of mining and hoisting exceeding the milling capacity for much of 2022. In September 2022, the milling rate surpassed the hoisting rate by 5,800 tonnes after the commissioning of BM10 and re-commissioning of BM7.
| 4.4 | Underground |
Tonnes milled in the Quarter were 10.5% higher than the comparable quarter. The increased production is due to the commissioning of the Central Shaft at the end of March 2021; Central Shaft currently handles most of the development waste, which creates capacity at No. 4 Shaft to hoist ore. Central Shaft is expected to hoist a combination of waste and ore by the end of quarter 4 2022.
| 4.5 | Metallurgical Plant |
Recoveries in the Quarter were 93.6% compared to 94.2% in the comparable quarter.
The capacity constraints in the metallurgical plant that were experienced during the previous quarter were alleviated in the Quarter due to the commissioning of the new ball mill (BM10) and the repair of BM7. The installation and repair increased the metallurgical production capacity to 2,400 tonnes per day. The increased milling capacity enabled Blanket to increase tonnage milled from 1,976 tonnes per day during June, 2022 to 2,351 tonnes per day during September, 2022 and achieve a new production high for the Quarter.
During the Quarter, Blanket was constructing a conveyor and crushing system, located at Central Shaft, to feed ore from the Central shaft to a primary crusher from which the crushed ore will be transported by truck to the metallurgical plant which is located approximately 800 metres away, close to the No. 4 Shaft The project is expected to be commissioned in quarter 4 of 2022.
| 4.6 | Production Costs |
A narrow focus on the direct costs of production (mainly labour, electricity and consumables) does not fully reflect the total cost of gold production. Accordingly, cost per ounce data for the Quarter and the comparable quarter have been prepared in accordance with the Guidance Note issued by the World Gold Council on June 23, 2013 and is set out in the table below on the following bases:
| i. | On-mine cost per ounce5, 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 per ounce5, which shows the on-mine cost per ounce plus royalty paid, additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg 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 (or credit) arising from the LTIP awards less silver by-product revenue; and |
| iii. | All-in cost per ounce5, which shows the all-in sustaining cost per ounce plus the costs associated with activities that are undertaken with a view to increasing production (expansion capital investment). |
| Cost per Ounce of Gold Sold | ||||||||
| (US$/ounce) | ||||||||
3 months ended September 30 | 9 months ended September 30 | |||||||
| 2021 | 2022 | 2021 | 2022 | |||||
| On-mine cost6 | 695 | 734 | 743 | 709 | ||||
| All-in sustaining cost per ounce6 | 870 | 944 | 931 | 945 | ||||
| All-in cost per ounce6 | 1,250 | 1,454 | 1,375 | 1,534 | ||||
A reconciliation of costs per ounce to IFRS production costs is set out in section 10.
On-mine costs
On-mine cost comprises labour, electricity, consumables, and other costs such as security and insurance. Production costs are detailed in note 6 to the Interim Financial Statements. On-mine costs include the procurement margin paid to CMSA on the grounds that this cost represents a fair value that Blanket would pay for consumables if they were sourced from a third party but exclude the cost of work in progress.
On-mine cost per ounce for the Quarter was 5.7% higher than the comparable quarter due to the increased production costs as discussed in section 3 of this MD&A. On-mine cost increases were partly offset by a lower operational electricity charge due to the installation of two autotap changers on the No. 4 shaft incoming electricity supply line which reduced the frequency of power interruptions resulting from power surges and significantly reduced the generator use to support production and hence the power expense incurred during the Quarter.
_______________________________
5 On-mine cost per ounce, all-in sustaining cost per ounce and all-in cost per ounce are non-IFRS measures. Refer to section 10 for a reconciliation of these amounts to IFRS.
On-mine cost per ounce for the Quarter was within the guidance range of between $669 to $736 per ounce.
All-in sustaining cost
All-in sustaining cost excludes the intercompany procurement margin as this reflects the consolidated cost incurred at the Group level. The all-in sustaining cost per ounce was 8.5% higher than in the comparable quarter because of the higher administrative costs as discussed in section 3 of this MD&A as well as higher sustaining capital expenditure. All-in sustaining cost per ounce for the Quarter of $944 per ounce was within the guidance range of between $880 to $970 per ounce.
All-in cost
All-in cost includes investment in expansion projects at Blanket which remained at a high level in the Quarter due to the continued investment, as discussed in section 4.7 of this MD&A. All-in cost does not include pre-feasibility investment in exploration and evaluation projects.
| 4.7 | Capital Projects |
The main capital development project is the infrastructure relating to the Central Shaft which will allow for three new production levels (26, 30 and 34 levels) below the current operations; a fourth level (38 level) is intended to be added in due course via a decline construction. Central Shaft is currently being used to hoist development waste, men and material – thereby freeing up capacity at No. 4 Shaft to hoist ore. Work in the Quarter at Central Shaft included equipping the grizzlies at the ore passes on 26 and 30 levels. Development from Central Shaft has continued northwards and southwards on 30 and 34 levels towards AR South and Eroica. The total development advances achieved in the Quarter was 1,815 meters compared to 1,527 meters in the previous quarter and the budgeted advance of 1,636 meters.
In addition to the Central Shaft, work continued on the following developments:
| • | Eroica Decline 3: this decline will continue down to the 30 and 34 levels (990m and 1,110m below collar, respectively) and will connect to the haulages from Central Shaft. Progress in the Quarter has been good, and the decline has advanced to a depth of 855m; |
| • | Decline 4: this decline has reached 930m where an intermediate haulage has been cut to facilitate early production in 2022. This haulage will cover the high-grade areas of the Blanket No.3 orebody and the Blanket Quartz Reef and will continue south to open the extensive strike of Blanket No.2 orebody. Twin raises have been mined up to 870m and multiple sub-levels are now being mined to expose the orebody where grades are expected to be over 5g/t; |
| • | Decline 5: the decline branches from Decline 4 at 885m and heads towards the high-grade AR Southeast-west limb. This decline has reached its destination at 930m, and run-of-mine development is now in progress; and |
The Caledonia board has approved an approximately $3 million capital programme to address the remaining issues relating to the electricity supply from the grid which includes installing capacitors to improve the power utilization efficiency and installing further autotap transformers to stabilize the power at Central Shaft. The table below shows spending on capital development projects for the nine months to the end of the Quarter:
| Capital development | ($’000’s) | |||
| Central Shaft incl. infrastructure development | 7,300 | |||
| Capital development ends | 4,996 | |||
| Power | 3,877 | |||
| TOTAL | 16,173 | |||
| 4.8 | Indigenisation |
Transactions that implemented the indigenisation of Blanket (which expression in this section and in certain other sections throughout this MD&A refers to the Zimbabwe company that owns Blanket) were completed on September 5, 2012 following which Caledonia owned 49% of Blanket and received a Certificate of Compliance from the Zimbabwe Government which confirms that Blanket is fully compliant with the Indigenisation and Economic Empowerment Act.
Following the appointment of President Mnangagwa in 2017 the requirement for gold mining companies to be indigenised was removed by a change in legislation with effect from 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 Fremiro’s 15% shareholding in Blanket for a gross consideration of $16.7 million which was 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. This transaction was completed on January 20, 2020 following which Caledonia has a 64% shareholding in Blanket and Fremiro held approximately 6.3% of Caledonia’s enlarged issued share capital.
As a 64% shareholder, Caledonia receives 64% of Blanket’s dividends plus the repayment of vendor facilitation loans which were extended by Blanket to certain of the indigenous shareholders. The outstanding balance of the facilitation loans at September 30, 2022 was $15.03 million (December 31, 2021: $16.71). The facilitation loans (including interest thereon) are repaid by way of dividends from Blanket; 80% of the dividends declared by Blanket which are attributable to the beneficiaries of the facilitation loans are used to repay such loans and the remaining 20% unconditionally accrues to the respective indigenous shareholders. The dividends attributable to GCSOT, which holds 10% of Blanket, were withheld by Blanket to repay the advance dividends which were paid to GCSOT in 2012 and 2013.
The final payment to settle the advance dividend loan to GCSOT was made on September 22, 2021. Dividends to GCSOT after that date are unencumbered.
The facilitation loans are not shown as receivables in Caledonia’s financial statements in terms of IFRS. These loans are effectively equity instruments as their only means of repayment is via dividend distributions from Blanket. Caledonia continues to consolidate Blanket for accounting purposes. Further information on the accounting effects of indigenisation at Blanket is set out in note 5 to the Interim Financial Statements.
| 4.9 | Zimbabwe Commercial Environment |
Monetary Conditions
The situation in Zimbabwe can be summarised as follows:
| · | Although there continues to be a shortage of foreign currency in Zimbabwe, Blanket has had satisfactory access to foreign exchange to date. |
| · | The rate of local currency (known as “ZWL$”, “RTGS Dollars” or “RTGS$”) annual inflation increased from 61% by January 2022 to 280% by September 2022 which is the highest reading since April 2021. A high rate of RTGS$ inflation has little effect on Blanket’s operations because Blanket’s employees are paid in US Dollars. A large portion of Blanket’s other inputs are denominated in US Dollars. |
| · | 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. |
| · | The interbank exchange rate at each quarter end since the introduction of the interbank rate in February 2019 is set out below. |
| Interbank Exchange Rates (ZWL$:US$1) | ||||
| February 20, 2019 | 2.50 | |||
| March 31, 2019 | 3.00 | |||
| June 30, 2019 | 6.54 | |||
| September 30, 2019 | 15.09 | |||
| December 31, 2019 | 16.77 | |||
| March 31, 2020 | 25.00 | |||
| June 30, 2020 | 57.36 | |||
| September 30, 2020 | 81.44 | |||
| December 31, 2020 | 81.79 | |||
| March 31, 2021 | 84.40 | |||
| June 30, 2021 | 85.42 | |||
| September 30, 2021 | 87.67 | |||
| December 31, 2021 | 108.66 | |||
| March 31, 2022 | 142.42 | |||
| June 30, 2022 | 370.96 | |||
| September 30, 2022 | 621.89 | |||
| October 21, 2022 | 629.87 | |||
| · | 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. 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 subsequently reversed this policy and re-established a fixed exchange rate of ZWL$25:US$1 with effect from March 26, 2020. On June 23, 2020, the RBZ introduced an “auction system” whereby, on a weekly basis, buyers and sellers of local currency and foreign exchange submit tenders which the RBZ uses to determine a revised interbank rate. RTGS$ denominated goods and services are typically priced using a US Dollar reference point to which the informal exchange rate is applied. The official exchange rate does not reflect the local rate of inflation. |
| · | In June 2021 the RBZ announced that companies whose shares are listed on the Victoria Falls Stock Exchange (“VFEX”) will receive 100% of the revenue arising from incremental production in US Dollars. Blanket subsequently received confirmation that the “baseline” level of production for the purposes of calculating incremental production is 148.38 Kg per month (approximately 57,000 ounces per annum). In addition, the payment of the increased US Dollar proceeds for incremental production was backdated to July 1, 2021. As Blanket intends to increase its production from approximately 58,000 ounces of gold in 2020 to 80,000 ounces of gold from 2022 onwards, a listing on the VFEX should mean that Blanket will receive approximately 71.5% of its total revenues in US Dollars and the balance in local currency. Accordingly in December 2021 Caledonia obtained a secondary listing on the VFEX. Blanket has received all amounts due in terms of the policy. |
| · | In addition to the higher proportion of revenues payable in US Dollars (as outlined above), gold producers are also theoretically allowed to directly export incremental production. However, the practical modalities to achieve this have not yet been clarified; management continues to engage with relevant parties to obtain the necessary clarifications. |
| · | Throughout these developments and to the date of issue of the Interim 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. As at the date of this MD&A, Blanket has not accumulated excess local currency. |
| · | Blanket sells its gold production to Fidelity, which refines and on-sells the gold into the international market. During the first quarter of 2021, responsibility for making payments for gold deliveries from Blanket moved from the RBZ to its gold refining subsidiary Fidelity. This move simplified and improved the mechanism for making payments for gold and the new system is operating well. |
Electricity supply
The poor quality of electricity supply from the Zimbabwe Electricity Supply Authority (“ZESA”) is the most significant production difficulty at Blanket. Blanket experiences interruptions to its power supply from the grid due to an imbalance between electricity demand and supply. The supply from the grid is also subject to frequent surges and dips in voltage which, if not controlled, cause severe damage to Blanket’s electrical equipment. In the absence of equipment to control these surges, Blanket switches from grid power to diesel power if it experiences significant power surges – although this allows activity to continue, supplementary generator use increases the production and capital expenditure at Blanket. The continued deterioration in the ZESA supply means that the power factor regularly falls to 60%, which means that Blanket is effectively paying for 100% of the power but receives only 60% and the power supply is subject to outages.
The following initiatives were implemented or are planned to alleviate the power issues:
| · | In 2019 and early 2020 Blanket increased its diesel generating capacity to 18MW of installed capacity which was sufficient to maintain all operations and capital projects but only on a stand-by basis. |
| · | On the incoming ZESA supply line at the No. 4 shaft, Blanket installed two 10MVA auto tap transformers to protect equipment at No. 4 Shaft and the main metallurgical plant from voltage fluctuations on the incoming grid supply. Following the installation of these transformers, Blanket has used less diesel in the production of gold – consumption in the Quarter was 115,427 litres compared to 733,188 litres in the comparable quarter. |
| · | On the incoming ZESA supply line at the central shaft, two 10MVA autotap transformers are to be installed in quarter 4 of 2022 at a cost of $0.9 million. This installation is expected to reduce the voltage fluctuations and reduce the power cost and diesel usage allocated to capital projects during quarter 4 of 2022 and thereafter reduce operational expenditure when the Central shaft starts to hoist ore. |
| · | Caledonia’s board approved a project to construct a 12 MWac solar plant which should provide approximately 27% of Blanket’s average daily electricity demand at a planned cost of $14.3 million (including construction costs and other project planning, structuring, funding and administration costs). Caledonia is considering increasing the scale of the solar plant to further reduce Blanket’s reliance on the grid and diesel generators. The solar plant is expected to be commissioned in quarter 4 of 2022. This is discussed further in section 4.12. |
| · | Management is in discussion with the Zimbabwean power utility to obtain an improved supply of electricity. This may include an additional supply line that will result in fewer outages and a power supply that has a higher power factor. Blanket may potentially pay a different KWh rate for this supply line. At the date of approval of this MD&A no agreement with the Zimbabwean power utility was concluded. |
Water supply
Blanket uses water in the metallurgical process. Blanket is situated in a semi-arid region and rainfall typically only occurs in the period November to February. The 2021/2022 rainy season has been adequate, and management believes water supply is satisfactory.
Taxation
The main elements of the Zimbabwe tax regime insofar as it affects Blanket and Caledonia are as follows:
| • | A royalty is levied on gold revenues at a rate of 5% if the gold price is above $1,200 per ounce; a royalty rate at 3% applies if the gold price is below $1,200. With effect from January 1, 2020, the royalty is allowable as a deductible expense for the calculation of income tax. On October 9, 2022, the Zimbabwean government announced that 50% of royalty payments will be payable in gold. The announcement was effective October 1, 2022 but no guidance has been received from government on how this will be implemented. Management does not expect a material effect due to this announcement. |
| • | With effect from February 4, 2022 the 5% royalty was payable 60% in US Dollars and 40% in RTGS$. |
| • | Income tax is levied at 24.72% (2021: 24.72%) on taxable income as adjusted for tax deductions. The main adjustments to taxable income for the purposes of calculating tax are the add-back of depreciation and most of the management fees paid by Blanket to CMSA. 100% of all capital expenditure incurred in the year of assessment is allowed as a deductible expense. As noted above, the royalty is deductible for income tax purposes with effect from January 1, 2020. The calculation of taxable income is performed using financial records prepared in RTGS$, which has significantly reduced the deferred tax liability. Large devaluations in the RTGS$ to the USD would reduce the deferred tax liability. |
| • | Withholding tax is levied on certain remittances from Zimbabwe i.e. dividend payments from Zimbabwe to the UK and payments of management fees from Blanket to CMSA. |
| 4.10 | Opportunities and Outlook |
Central Shaft Project to Increase Production and Extend Mine Life
As discussed in section 4.7, following the commissioning of the Central Shaft, production is expected to increase to the targeted rate of approximately 80,000 ounces per annum from 2022 onwards. The Central Shaft will also create the operational flexibility to establish drilling platforms and resume deep-level exploration drilling.
Bilboes Gold
On July 21, 2022 Caledonia announced that it signed an agreement to purchase Bilboes Gold, the parent company of Bilboes Holdings. The total consideration will be settled in 5,123,044 of Caledonia shares, representing approximately 28.5% of Caledonia's fully diluted equity, (although this could be subject to customary adjustment up or down to a maximum of 5,497,293 shares) and a 1% NSR on the Project's revenues. Completion of the transaction is subject to several conditions, including:
| · | that Bilboes Holdings receives confirmation from the Zimbabwe authorities that it will, for the life of the mine, be able to export gold directly and to retain 100% of the sale proceeds in US Dollars with no requirement to convert US Dollar gold revenues into domestic currency; and |
| · | an arrangement with or confirmation from the Zimbabwe authorities and/or an independent power producer regarding the future availability of a sufficiently reliable and affordable electricity supply to the Project. |
Caledonia continues to have constructive engagements with the Zimbabwe authorities regarding the satisfaction of these conditions. Caledonia has received overarching approval for the transaction from the RBZ, but discussions continue regarding several more detailed consents and approvals that are required.
Bilboes is a large, shear-hosted gold deposit located approximately 75 km north of Bulawayo, Zimbabwe. Historically, it has been subject to a limited amount of open pit mining.
The Project has NI 43-101 compliant measured and indicated mineral resources of 2.56 million ounces of gold at a grade of 2.26 g/t and inferred mineral resources of 576,762 ounces of gold at a grade of 1.89 g/t. This includes is a proven and probable mineral reserves of 1.96 million ounces of gold at a grade of 2.29 g/t. The Project has produced approximately 288,000 ounces of gold since 1989.
A feasibility study prepared by the vendors indicates the potential for an open-pit gold mine producing an average of 168,000 ounces per year over a 10-year life of mine.
After completion of the transaction, Caledonia will conduct its own feasibility study to identify the most judicious way to commercialise the Project to optimize shareholder returns. One approach that will be considered is a phased development which would minimise the initial capital investment and reduce the need for third party funding.
Caledonia has entered into a tribute arrangement with Bilboes Holdings so that the oxide project can be re-started with the expectation that Bilboes Holdings will return to profitable operations within 6 months of the commencement of work on the oxide project. This also has the benefit of an element of pre-stripping for the main development of the Project. The tribute agreement will fall away on completion of the transaction, but the oxides project will continue. Capital and operational start-up costs of $3.8 million is required for the oxides project to start generating revenue. On August 1, 2022 the Group obtained approval from the Ministry of Mines and Mine Development for the tribute arrangement. Work on the oxide project will commence as soon as a short-term funding package has been finalised.
Maligreen
Caledonia completed the verification of the existing geological information at the Maligreen mining claims in the Zimbabwe midlands and estimated the NI 43-101 compliant inferred mineral resource of approximately 862,600 ounces of gold in 14.2 million tonnes at a grade of 1.89g/t. The QAQC and evaluation resulted in improved confidence and the conversion to measured and indicated mineral resources of 442,300 ounces of gold in 8.03 million tonnes at a grade of 1.71g/t. The remaining inferred mineral resources are estimated at 420,300 ounces of gold in 6.17 million tonnes at a grade of 2.12g/t.
Motapa
Caledonia has purchased Motapa Mining Company UK Limited, the parent company of a Zimbabwe subsidiary which holds a registered mining lease over the Motapa gold exploration property in Southern Zimbabwe (“Motapa” or the “Project”). The Company has made the purchase from Bulawayo Mining Company Limited, a privately owned UK company. The purchase price is undisclosed but is below the regulatory disclosure threshold.
Production Guidance
Production guidance for 2022 is between 73,000 and 80,000 ounces. The critical factors that influence whether Blanket can achieve this target include:
| · | Blanket’s ability to maintain an adequate supply of consumables and equipment if there is any resurgence in the COVID-19 pandemic and/or disruption to the supply chain arising from unrest in South Africa; |
| · | Blanket continuing to receive payment in full and on-time for all gold sales; |
| · | Blanket and Caledonia continuing to be able to make local and international payments in the normal course of business; and |
| · | Blanket’s ability to manage the erratic supply of electricity from ZESA. |
This is forward looking information as defined by National Instrument 51-102. Refer to section 18 of this MD&A for further information on forward looking statements.
The production guidance above excludes any production arising under the tribute agreement in respect of the oxides project at Bilboes as described in section 4.10.
Cost Guidance
On-mine cost per ounce guidance for 2022 is in the range of $669 to $736 per ounce; guidance for AISC is $880 to $970 per ounce. This is forward looking information as defined by National Instrument 51-102. Refer to section 18 of this MD&A for further information on forward looking statements.
Capital Expenditure
Capital expenditure at Blanket in 2022 is budgeted to be higher than the guidance of $15.2 million which was provided in the technical report entitled “Caledonia Mining Corporation Plc NI 43-101 Technical Report on the Blanket Gold Mine, Zimbabwe” dated May 17, 2021 prepared by Minxcon (Pty) Ltd and filed by the Company on SEDAR (www.sedar.com) on May 26, 2021 and which has an effective date of January 1, 2020. Blanket capital investment was previously indicated as $30.5 million for 2022, and is now expected to be approximately $37.9 million, the increase being due to the following factors:
| · | A cost overrun of approximately $1.4 million on the Central Shaft development that was envisaged in the initial project plan, this overrun being due mainly to the higher than anticipated running cost of the trackless equipment that is used in capital development on 30 and 34 levels. |
| · | Additional development as a result of delays in the Central Shaft (as discussed in section 4.7) at a cost of approximately $4.3 million. |
| · | A cost overrun of approximately $2.6 million on the Blanket Mine development that resulted from capital ends carried over from 2021, unplanned capital ends due to design changes and general inflation on mining and engineering consumables. |
| · | Additional capital costs resulting from the poor quality of Blanket’s electricity supply from ZESA of approximately $2.9 million (as discussed in section 4.9). This excludes any further investment to finalise the solar plant project constructed at Blanket. |
| · | Investments of approximately $0.5million for Blanket Mine grid enhancements for solar and generators to enable meter-reading, safety and communication protocols. |
| · | Investment of approximately $1.9 million to upgrade the workers’ village to accommodate the larger than anticipated workforce and upgrade the water and sewerage system. |
| · | Investment of approximately $3 million to increase the capacity of the metallurgical plant so that it can handle the increased tonnes required to sustain a production level of 80,000 ounces per annum. |
| · | Investment of $2 million for additional compressors and $1.9 million for the conveyors and crushing system at Central Shaft. |
| · | Further investment of $1.3 million to replace two generators that failed in late 2021 due to excessive use as a result of the increased incidence of load-shedding and voluntary curtailment of the use of grid power to protect against power surges. |
| · | Investment of $0.9 million for the design and construction for the first phase of a new tailings storage facility. |
The cash effect on Caledonia of the increased capital expenditure in 2022 at Blanket and the Bilboes oxides project will be mitigated somewhat by income tax relief at 24.72% because the capital expenditure is allowed as a deductible expense.
Strategy
Caledonia’s immediate strategic focus following the commissioning of the Central Shaft at Blanket is to:
| • | increase production to the target rate of 80,000 ounces of gold per annum from 2022; |
| • | re-commence deep level drilling at Blanket with the objective of upgrading inferred mineral resources, thereby extending the life of mine; |
| • | commence exploration at Blanket above 750 meters; and |
| • | commence exploration within the Blanket lease area that are outside the current mining footprint. |
When the acquisition of Bilboes Gold is completed, Caledonia will commence with its own feasibility study to identify the most judicious manner to commercialise the Project having regard to the availability of funding on acceptable terms. Before completion of the transaction, Caledonia intends to commence work on the oxide project at Bilboes in terms of the tribute arrangement as soon as the necessary short-term funding has been secured.
Caledonia will continue geological evaluations and exploration at the Maligreen and the Blanket Mine claims areas with the objective of increasing the confidence level of the existing estimated mineral resource base as discussed in section 5 of this MD&A.
Caledonia will evaluate further investment opportunities in Zimbabwe and elsewhere having regard to its funding and management capacity.
| 4.11 | COVID-19 |
Blanket employs over 2,000 employees the vast majority of whom live with their dependents on the mine village. One case of COVID-19 was recorded at Blanket during 2020; 232 cases of COVID-19 were detected in 2021 of which there were, regrettably, two deaths - of an employee and a dependent. Further cases were detected at the Company’s offices in Harare, Johannesburg and St Helier. Blanket procured sufficient doses of an approved vaccine for all adult employees and their spouses; as at September 30, 2022, 2,066 of Blanket’s employees and 620 of the Blanket employee dependents living on the Blanket site have been vaccinated on site.
COVID-19 had no significant effect on production, costs or capital projects in the Quarter.
| 4.12 | Solar project |
As noted in section 4.9, Blanket suffers from unstable grid power and load shedding which results in frequent and prolonged power outages. In late 2019 Caledonia initiated a tender process to identify parties to make proposals for a solar project to reduce Blanket’s reliance on grid power. After careful consideration, Caledonia’s board approved the construction of a 12MWac solar plant at a revised construction cost of approximately $14.3 million. 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.
In 2020, the Caledonia board approved the project and the company raised $13 million (before commission and expenses) to fund the project through the sale of 597,963 shares at an average price of $21.74 per share.
The plant was mechanically complete at quarter 2 of 2022 but the project experienced delays in commissioning that resulted in the Company giving notice to terminate the EPC contract in September 2022. A new contractor has been appointed to assist in the final stages of commissioning and the performance testing phase. The following components of the project remain outstanding:
| § | Undertake delivery station and interconnection equipment witness testing with Zimbabwe Electricity Transmission & Distribution Company (“ZETDC”) as a requirement for grid connection to the utility. |
| § | The new EPC contractor must complete hot commissioning of the solar plant, energy management system integration with Blanket Mine and commence performance testing to achieve plant take over. |
| § | Conclusion of the ZETDC banking agreement. |
It is expected that the plant will be commissioned during quarter 4 of 2022.
The Company has commenced the evaluation of a further phase for the solar project to provide Blanket’s peak demand during daylight hours. 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 and/or the installation of storage capacity.
| 5. | EXPLORATION |
Caledonia’s exploration activities are focussed on Blanket and Maligreen.
Blanket
Deep exploration drilling for inferred mineral resource conversion commenced in the quarter after two drilling platforms were established. A single drill rig is employed, achieving 2,997 meters of core drilled. The fleet will be expanded to 3 rigs by December 2022. During the Quarter management has produced a desktop study, digitising existing data to give a consolidated view of surface exploration data. This is expected to give consolidated knowledge of the lease area and inform a potential surface exploration strategy. Management plans to provide an updated NI 43-101 technical report, as at December 31,2022, in quarter 1 of 2023. The GG satellite property remains on care and maintenance.
Maligreen
In 2021 Caledonia purchased the mining claims over an area known as Maligreen ("Maligreen"), situated in the Zimbabwe Midlands, for a cash consideration of US$4 million.
Maligreen is a substantial brownfield exploration opportunity with significant historical exploration and evaluation work having been conducted on the property over the last 30 years. The total area of Maligreen is approximately 550 hectares comprising two historic open pit mining operations which produced approximately 20,000 oz of gold mined from oxides between 2000 and 2002 after which the operation was closed.
As at August 31, 2021 the property was estimated to contain a NI 43-101 compliant inferred mineral resource of approximately 940,000 ounces of gold in 15.6 million tonnes at a grade of 1.88g/t6. Further QAQC and evaluation of previous drill results during the Quarter allowed management to increase the confidence levels of the previous estimate. The September 30, 2022 effective NI 43-101 resource statement7 estimated mineral resources of approximately 442,300 ounces of gold contained in 8.03 million tonnes at a grade of 1. 71g/t and total inferred mineral resources of approximately 420,300 ounces of gold contained in 6.17 million tonnes at a grade of 2.12g/t.
Of the mineral resources, approximately 662,900 ounces are shallower than 220m indicating the potential for an open pit mining operation with 434,100 ounces in 7.94 million tonnes at a grade of 1.70g/t of the open pit potential resource in the measured and indicated resource category. The mineral resource has been estimated using a cut-off grade of 0.4g/t for a potential open pit and 1.5g/t for the potential underground mine resource. These favourable grade tonnage dynamics offer a high level of flexibility in the evaluation of a future mining operation.
Management plans further on-the-ground exploration activities in 2023, but further work on Maligreen will be subordinated to work on the Bilboes project.
Motapa
Caledonia considers Motapa to be highly prospective and strategically important to its growth ambitions in Zimbabwe, both in location and scale. Motapa is a large property contigious to the Bilboes Gold project. Caledonia announced that it had entered into a binding sale and purchase agreement in July 2022.
The project was formerly owner and explored by Anglo American Zimbabwe before its exit from the Zimbabwean gold sector in the late 1990’s. The project is approximately 75Km north fo Bulawayo with a mining lease covering 2,200 hectares.
| 6. | INVESTING |
An analysis of investment in the Quarter, the preceding quarter and the years 2021, 2020 and 2019 is set out below.
| ($’000’s) | 2019 | 2020 | 2021 | 2022 | 2022 | 2022 | ||||||||||||||||||
| Year | Year | Year | Q1 | Q2 | Q3 | |||||||||||||||||||
| Total Investment – Property, plant and equipment | 20,423 | 24,778 | 31,269 | 12,365 | 13,258 | 10,759 | ||||||||||||||||||
| Blanket | 20,128 | 24,315 | 29,323 | 6,601 | 6,335 | 11,279 | ||||||||||||||||||
| Solar | - | 372 | 1,581 | 5,744 | 6,706 | (748 | ) | |||||||||||||||||
| Other | 295 | 91 | 365 | 20 | 217 | 228 | ||||||||||||||||||
| Total investment – Exploration and evaluation assets | 172 | 3,058 | 1,582 | 224 | 412 | 311 | ||||||||||||||||||
| Connemara North | - | 300 | 163 | 4 | - | - | ||||||||||||||||||
| Glen Hume | - | 2,661 | 1,176 | - | - | - | ||||||||||||||||||
| Maligreen | - | - | - | 184 | 364 | 362 | ||||||||||||||||||
| Other Satellite properties | 172 | 97 | 243 | 36 | 48 | (51 | ) |
Investment in property, plant and equipment at Blanket is discussed in section 4.7 of this MD&A; investment in solar is as discussed in section 4.12; investment in exploration and evaluation assets is as set out in section 5. All further investment is expected to be funded by internal cash flows and cash resources.
6 Refer to technical report entitled “Caledonia Mining Corporation Plc NI 43-101 Mineral Resource Report on the Maligreen Gold Project, Zimbabwe dated November 5, 2021 prepared by Minxcon (Pty) Ltd and filed on SEDAR (www.sedar.com).
7 See announcement dated November 7, 2022.
| 7. | FINANCING |
Caledonia financed all its operations using funds on hand and funds generated by its operations, and Blanket’s overdraft facilities which were as set out below at September 30, 2022.
| Overdraft facilities | |||||
| Lender | Date drawn | Principal value | Balance drawn at September 30, 2022 | Repayment terms | Security |
| Stanbic Bank Zimbabwe Limited | Sep-21 | RTGS$300 million | Nil | On demand | Unsecured |
| Stanbic Bank Zimbabwe Limited | Dec-21 | US$2 million | Nil | On demand | Unsecured |
| CABS Bank of Zimbabwe | Apr-22 | US$2 million | US$1.7 million | On demand | Unsecured |
On February 17, 2022 the Group entered into a zero cost contract to hedge 20,000 ounces of gold over a period of 5 months from March to July 2022. The hedging contract had a cap of $1,940 and a collar of $1,825, over 4,000 ounces of gold per month expiring at the end of each month over the 5-month period. At the beginning of the Quarter, this hedging arrangement paid $416,000 due to the prevailing gold price that fell below the collar strike price.
On March 9, 2022 in response to a very volatile gold price, the Company purchased a matching quantity of call options at a strike price above the cap at a total cost of $796,000 over 4,000 ounces of gold per month at strike prices of $2,100 per ounce from March 2022 to May 2022 and $2,200 per ounce from June 2022 to July 2022 in order to limit margin exposure and reinstate gold price upside above the strike price. The remaining call options, outstanding as at September 30, 2022, expire on October 31, 2022 and November 30, 2022 and the value is not significant. Refer to note 11 of the Interim Financial Statements for more detail on the hedging agreements.
| 8. | LIQUIDITY AND CAPITAL RESOURCES |
An analysis of Caledonia’s capital resources at September 30, 2022 and at the end of each of the preceding 5 quarters is set out below.
| Liquidity and Capital Resources | ||||||||||||||||||||||||
| ($’000’s) | ||||||||||||||||||||||||
| As at | Jun 30 | Sep 30 | Dec 31 | Mar 31 | June 30 | Sep 30 | ||||||||||||||||||
| 2021 | 2021 | 2021 | 2022 | 2022 | 2022 | |||||||||||||||||||
| Term facility | 178 | 70 | - | - | - | - | ||||||||||||||||||
| Gold loan | - | - | 2,866 | 3,322 | - | - | ||||||||||||||||||
| Cash and cash equivalents in the statement of cashflows | 16,669 | 13,010 | 17,152 | 14,430 | 10,862 | 6,167 | ||||||||||||||||||
| Working capital | 34,804 | 35,729 | 35,360 | 31,530 | 25,695 | 23,975 | ||||||||||||||||||
Movements in Caledonia’s net cash, the overdraft and working capital and an analysis of the sources and uses of Caledonia’s cash are discussed in section 3 of this MD&A. The overdraft and term facilities are held by Blanket with Zimbabwean banks with security and repayment periods as detailed in section 7. The Company’s liquid assets as at September 30, 2022 plus anticipated cashflows exceed its planned and foreseeable commitments as set out in section 9.
| 9. | OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES |
There are no off-balance sheet arrangements apart from the facilitation loans of $15.0 million which are not reflected as loans receivable for IFRS purposes (refer to note 5 of the Interim Financial Statements). The Company had the following contractual obligations at September 30, 2022:
| Payments due by Period | ||||||||||||||||||||
| ($’000’s) | ||||||||||||||||||||
| Falling due | Within 1 year | 1-3 Years | 4-5 Years | After 5 Years | Total | |||||||||||||||
| Trade and other payables | 12,340 | - | - | - | 12,340 | |||||||||||||||
| Provisions | - | 685 | 600 | 1,642 | 2,927 | |||||||||||||||
| Capital expenditure commitments | 3,815 | - | - | - | 3,815 | |||||||||||||||
| Lease liabilities | 127 | 194 | - | - | 321 | |||||||||||||||
| Cash-settled share-based payments | 827 | 704 | - | - | 1,531 | |||||||||||||||
The capital expenditure commitments relate to materials and equipment which have been ordered by CMSA and which will be sold on to Blanket.
Other than the proposed investment in the solar project and at the exploration properties, the committed and uncommitted investment will be used to maintain Blanket’s existing operations and implement the final development relating to the Central Shaft which is discussed in section 4.7 of this MD&A.
Committed and uncommitted purchase obligations are expected to be met from the cash generated from Blanket’s existing operations and Blanket’s existing borrowing facilities and, in respect of the solar project and the exploration properties, from Caledonia’s cash resources
The Group leases property for its administrative offices in Jersey, Harare and Johannesburg; following the implementation of IFRS 16 the Group recognises the liabilities for these leases. As of September 30, 2022, Caledonia had potential liabilities for rehabilitation work on Blanket – if the mine is permanently closed – at an estimated discounted cost of $2.9 million (December 30, 2021: $3.3 million).
| 10. | NON-IFRS MEASURES |
Throughout this document, we provide measures prepared in accordance with IFRS in addition to some non-IFRS performance measures. As there is no standard method for calculating non-IFRS measures, they are not a reliable way to compare Caledonia against other companies. Non-IFRS measures should be used along with other performance measures prepared in accordance with IFRS. We define below the non-IFRS measures used in this document and reconcile such non-IFRS measures to the IFRS measures we report.
| 10.1 | Cost per ounce |
Non-IFRS performance measures such as “on-mine cost per ounce”, “all-in sustaining cost per ounce” and “all-in cost per ounce” are used in this document. Management believes these measures assist investors and other stakeholders in understanding the economics of gold mining over the life cycle of a mine. These measures are calculated on the basis set out by the World Gold Council in a Guidance Note published on June 23, 2013 and accordingly differ from the previous basis of calculation. The table below reconciles non-IFRS cost measures to the production costs shown in the financial statements prepared under IFRS.
| Reconciliation of IFRS Production Cost to Non-IFRS Costs per ounce | ||||||||||||||||
| ($’000’s unless otherwise indicated) | ||||||||||||||||
3 months ended September 30 | 9 months ended September 30 | |||||||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||||||
| Production cost (IFRS) | 13,729 | 15,802 | 38,948 | 44,663 | ||||||||||||
| COVID-19 expenses included in operating cost | (66 | ) | (81 | ) | (218 | ) | (245 | ) | ||||||||
| Cash-settled share-based expense | (162 | ) | (17 | ) | (415 | ) | (441 | ) | ||||||||
| Less exploration and site restoration costs | (217 | ) | (258 | ) | (556 | ) | (748 | ) | ||||||||
| Other cost | (108 | ) | 59 | (285 | ) | (583 | ) | |||||||||
| On-mine production cost* | 13,176 | 15,505 | 37,474 | 42,646 | ||||||||||||
| Gold sales (oz) | 18,966 | 21,120 | 50,457 | 60,168 | ||||||||||||
| On-mine cost per ounce ($/oz) | 695 | 734 | 743 | 709 | ||||||||||||
| Royalty | 1,679 | 1,796 | 4,471 | 5,408 | ||||||||||||
| Exploration, remediation and permitting cost | (39 | ) | (23 | ) | 155 | 89 | ||||||||||
| Sustaining capital expenditure | 137 | 325 | 616 | 1,221 | ||||||||||||
| Administrative expenses | 1,906 | 2,788 | 5,261 | 8,068 | ||||||||||||
| Silver by-product credit | (33 | ) | (26 | ) | (90 | ) | (88 | ) | ||||||||
| Cash-settled share-based payment expense included in production cost | 162 | 17 | 415 | 441 | ||||||||||||
| Cash-settled share-based payment expense | 243 | 25 | 426 | 335 | ||||||||||||
| Equity-settled share-based payment expense | - | 94 | - | 176 | ||||||||||||
| Procurement margin included in on-mine cost* | (739 | ) | (573 | ) | (1,750 | ) | (1,423 | ) | ||||||||
| All-in sustaining cost | 16,492 | 19,928 | 46,978 | 56,873 | ||||||||||||
| Gold sales (oz) | 18,966 | 21,120 | 50,457 | 60,168 | ||||||||||||
| AISC per ounce ($/oz) | 870 | 944 | 931 | 945 | ||||||||||||
| COVID-19 donations | - | - | 74 | - | ||||||||||||
| COVID-19 labour and consumable expenses | 74 | 81 | 218 | 245 | ||||||||||||
| Permitting and exploration expenses | 14 | - | 74 | 41 | ||||||||||||
| Non-sustaining capital expenditure | 7,135 | 10,699 | 22,021 | 35,161 | ||||||||||||
| Total all-in cost | 23,716 | 30,708 | 69,365 | 92,320 | ||||||||||||
| Gold sales (oz) | 18,966 | 21,120 | 50,457 | 60,168 | ||||||||||||
| All-in cost per ounce ($/oz) | 1,250 | 1,454 | 1,375 | 1,534 | ||||||||||||
* The on-mine cost reflects the cost incurred on-mine to produce gold. The procurement margin on consumable sales between CMSA and Blanket is not deducted from on-mine cost as the cost represents a fair value that Blanket would pay for consumables if they were sourced from a third party. The procurement margin on these sales is deducted from all-in sustaining costs and all-in costs as these numbers represent the consolidated costs at a group level, excluding intercompany profit margins.
| 10.2 | Average realised gold price per ounce |
The table below reconciles “Average realised gold price per ounce” to the Revenue shown in the financial statements which have been prepared under IFRS.
| Reconciliation of Average Realised Gold Price per Ounce | ||||||||||||||||
| ($’000’s unless otherwise indicated) | ||||||||||||||||
3 months ended September 30 | 9 months ended September 30 | |||||||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||||||
| Revenue (IFRS) | 33,496 | 35,840 | 89,193 | 107,904 | ||||||||||||
| Revenues from sales of silver | (33 | ) | (26 | ) | (90 | ) | (88 | ) | ||||||||
| Revenues from sales of gold | 33,463 | 35,814 | 89,103 | 107,816 | ||||||||||||
| Gold ounces sold (oz) | 18,966 | 21,120 | 50,457 | 60,168 | ||||||||||||
| Average realised gold price per ounce (US$/oz) | 1,764 | 1,696 | 1,766 | 1,792 | ||||||||||||
| 10.3 | Adjusted earnings per share |
“Adjusted earnings per share” is a non-IFRS measure which management believes assists investors to understand the Company’s underlying performance. The table below reconciles “adjusted earnings per share” to the Profit/Loss attributable to owners of the Company shown in the financial statements which have been prepared under IFRS.
| Reconciliation of Adjusted Earnings per Share (“Adjusted EPS”) to IFRS Profit Attributable to Owners of the Company | ||||||||||||||||
| ($’000’s unless otherwise indicated) | ||||||||||||||||
3 months ended September 30 | 9 months ended September 30 | |||||||||||||||
| 2021 | 2022 | 2021 | 2022 | |||||||||||||
| Profit for the period (IFRS) | 8,323 | 10,195 | 17,553 | 31,193 | ||||||||||||
| Non-controlling interest share of profit for the period | (1,384 | ) | (1,581 | ) | (3,370 | ) | (5,261 | ) | ||||||||
| Profit attributable to owners of the Company | 6,939 | 8,614 | 14,183 | 25,932 | ||||||||||||
| Blanket Mine Employee Trust adjustment | (17 | ) | (122 | ) | (217 | ) | (562 | ) | ||||||||
| Earnings (IFRS) | 6,922 | 8,492 | 13,966 | 25,370 | ||||||||||||
| Weighted average shares in issue (thousands) | 12,119 | 12,830 | 12,119 | 12,830 | ||||||||||||
| IFRS EPS (cents) | 57.1 | 66.2 | 115.2 | 197.7 | ||||||||||||
| Add back/(deduct) amounts in respect of foreign exchange movements | ||||||||||||||||
| Realised net foreign exchange (gains)/losses | (200 | ) | 1,385 | 261 | 6,088 | |||||||||||
| - less tax | 53 | (341 | ) | (59 | ) | (1,502 | ) | |||||||||
| - less non-controlling interest | 21 | (138 | ) | (24 | ) | (604 | ) | |||||||||
| Unrealised net foreign exchange gains | (212 | ) | (2,944 | ) | (602 | ) | (12,728 | ) | ||||||||
| - less tax | (26 | ) | 568 | 100 | 2,955 | |||||||||||
| - less non-controlling interest | 10 | 265 | 54 | 1,245 | ||||||||||||
| Adjusted IFRS profit excl. foreign exchange | 6,568 | 7,287 | 13,696 | 20,824 | ||||||||||||
| Weighted average shares in issue (thousands) | 12,119 | 12,830 | 12,119 | 12,830 | ||||||||||||
| Adjusted IFRS EPS excl. foreign exchange (cents) | 54.2 | 56.8 | 113.0 | 162.3 | ||||||||||||
| Add back/(deduct) amounts in respect of: | ||||||||||||||||
| Reversal of Blanket Mine Employee Trust adjustment | 17 | 122 | 217 | 562 | ||||||||||||
| Impairment of property, plant and equipment | 66 | 184 | 172 | 197 | ||||||||||||
| Impairment of E&E assets | 327 | - | 3,837 | - | ||||||||||||
| Deferred tax | 1,657 | 844 | 4,791 | 301 | ||||||||||||
| Non-controlling interest portion deferred tax and impairment | (173 | ) | (114 | ) | (515 | ) | (105 | ) | ||||||||
| Hedge loss | (107 | ) | - | - | - | |||||||||||
| Fair value losses on derivative financial instruments | - | (537 | ) | - | 1,160 | |||||||||||
| Adjusted profit | 8,355 | 7,786 | 22,198 | 22,939 | ||||||||||||
| Weighted average shares in issue (thousands) | 12,119 | 12,830 | 12,119 | 12,830 | ||||||||||||
| Adjusted EPS (cents) | 68.9 | 60.7 | 183.2 | 178.8 | ||||||||||||
| 11. | RELATED PARTY TRANSACTIONS |
There were no related party transactions in the Quarter.
| 12. | CRITICAL ACCOUNTING ESTIMATES |
Caledonia's accounting policies are set out in the Interim Financial Statements which have been publicly filed on SEDAR. In preparing the Interim Financial Statements, management is required to make estimates and assumptions that affect the amounts represented in the Interim Financial Statements and related disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Discussion of recently issued accounting pronouncements is set out in note 4 of the Interim Financial Statements.
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the Interim Financial Statements is included in the following notes:
i) Indigenisation transaction
The directors of Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”), a wholly owned subsidiary of the Company, performed an assessment, using the requirements of IFRS 10: Unaudited Condensed Consolidated Interim Financial Statements (IFRS 10), and concluded that CHZ should continue to consolidate Blanket and accounted for the transaction as follows:
| · | Non-controlling interests (“NCI”) are recognised on the portion of shareholding upon which dividends declared by Blanket accrue unconditionally to equity holders as follows: |
| (a) | 20% of the 16% shareholding of National Indigenisation and Economic Empowerment Fund (“NIEEF”); and |
| (b) | 100% of the 10% shareholding of GCSOT. |
| · | This effectively means that NCI is recognised at Blanket at 13.2% of its net assets. |
| · | The remaining 80% of the shareholding of NIEEF is recognised as a non-controlling interest to the extent that its attributable share of the net asset value of Blanket exceeds the balance on the facilitation loans including interest. At September 30, 2022 the attributable net asset value did not exceed the balance on the loan account and thus no additional NCI was recognised. |
The transaction with Blanket Employee Trust Services (Private) Limited (“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 if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceeds the balance on BETS’ facilitation loan they will accrue to the employees at the date of such declaration.
The Employee Trust, which owns BETS, and BETS are structured entities which are effectively controlled and consolidated by Blanket. Accordingly, the shares held by BETS are effectively treated as treasury shares in Blanket and no NCI is recognised.
ii) Site restoration provisions
The site restoration provision has been calculated for Blanket based on an independent analysis of the rehabilitation costs performed in 2021. Estimates and assumptions are made when determining the inflationary effect on current restoration costs and the discount rate to be applied in arriving at the present value of the provision. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take account of any material changes to the assumptions that occur when reviewed by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation costs which will reflect the market condition at the time the rehabilitation costs are incurred. The final cost of the currently recognized site rehabilitation provisions may be higher or lower than currently provided for.
iii) Exploration and evaluation (“E&E”) expenditure
The Group makes estimates and assumptions regarding the possible impairment of E&E properties by evaluating whether it is likely that future economic benefits will flow to the Group, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period the new information becomes available. The recoverability of the carrying amounts of exploration and evaluation assets depends upon 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.
iv) Income taxes
Significant estimates and assumptions are required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Caledonia records its best estimate of the tax liability including any related interest and penalties in the current tax provision. In addition, Caledonia applies judgement in recognizing deferred tax assets relating to tax losses carried forward to the extent that there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized or sufficient estimated taxable income against which the losses can be utilized.
v) Share-based payment transactions
The fair value of the amount payable to employees in respect of share-based awards, which are 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 changes in the fair value of the liability are recognised as a personnel expense in profit or loss. Additional information about significant judgements and estimates and the assumptions used to estimate fair value for cash settled share-based payment transactions are disclosed in note 9 to the Interim Financial Statements.
vi) Impairment
At each reporting date, Caledonia determines if impairment indicators exist and, if present, performs an impairment review of the non-financial assets held in Caledonia. The exercise is subject to various judgemental decisions and estimates. Financial assets are also reviewed regularly for impairment.
vii) Depreciation
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 plan 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 can demonstrate the economic recovery of resources with a high level of confidence, such additional resources are included in the calculation of depreciation.
viii) 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 operations.
The Group estimates its reserves (proven and probable) and resources (measured, indicated and inferred) based on information compiled by a Qualified Person principally 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. |
The Group estimates and reports reserves and resources principally 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; |
| · | 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 may change in ore reserves and resources which may affect expectations about the timing or cost of these activities. |
| 13. | FINANCIAL INSTRUMENTS |
| i) | Commodity risk |
Caledonia is exposed to fluctuations in the price of gold because Blanket produces and sells gold doré and receives the prevailing spot price for the gold contained therein. On February 17, 2022 the Company entered into a cap and collar hedging arrangement for 20,000 ounces of gold over a period of 5 months from March to July 2022. The hedging contract had a cap of $1,940 and a collar of $1,825, meaning that, for the 4,000 ounces of gold per month for the period, Caledonia would receive an effective gold price per ounce of not less than $1,825 or greater than $1,940 and would receive an effective spot gold price between these two levels. In July 2022, the cap and collar hedge gave rise to a receipt of approximately $420,000 because the prevailing gold price fell below the collar. On March 9, 2022 in response to a very volatile gold price, the Company purchased a matching quantity of call options at a strike price above the cap in order to limit margin exposure and reinstate gold price upside above the strike price. Refer to note 11 of the Interim Financial Statements for more detail on the hedging agreements. The hedging arrangements described above expired at the end of July and the Company currently has no arrangements to mitigate adverse fluctuations in the price of gold.
| ii) | Credit risk |
The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The trade receivable relates to gold bullion sold before the end of the Quarter and VAT receivables. The amount due in respect of bullion sales was settled in July 2022 as it fell due.
Included in cash and cash equivalents is a restricted cash amount of $1 million (denominated in RTGS$) held by Blanket. The amount represents cash earmarked by Stanbic Bank Zimbabwe as a letter of credit in favour of CMSA. The letter of credit was issued by Stanbic Bank Zimbabwe on September 15, 2022 and has a 90-day tenure to settlement. The cash will be transferred to CMSA, denominated in South African Rand.
| iii) | Impairment losses |
None of the trade and other receivables is past due at the period-end date other than a portion of the RTGS$ component of the VAT receivable. Management continues its efforts to recover the RTGS$ component of the VAT receivable either by cash payment and/or offset against other tax amounts payable by Blanket.
| iv) | Liquidity risk |
All trade payables and the bank overdraft have maturity dates that are expected to mature in under 6 months. The term loans are repayable as set out in section 7.
| v) | Currency risk |
A proportion of Caledonia’s assets, financial instruments and transactions are denominated in currencies other than the US Dollar. The financial results and financial position of Caledonia are reported in US Dollars in the Interim Financial Statements.
The fluctuation of the US Dollar in relation to other currencies will consequently have an impact upon the profitability of Caledonia and may also affect the value of Caledonia’s assets and liabilities and the amount of shareholders’ equity.
As discussed in section 4.9 of this MD&A, the RTGS$ is subject to variations in the exchange rate against the US Dollar. This may result in Blanket’s assets, liabilities and transactions that are denominated in RTGS$ being subject to further fluctuations in the exchange rate between RTGS$ and US Dollars. In addition, the Company may be subject to fluctuations in the exchange rate between the South African Rand and the US Dollar in respect of cash that is held in Rands in South Africa.
| vi) | Interest rate risk |
Interest rate risk is the risk borne by an interest-bearing asset or liability due to fluctuations in interest rates. Unless otherwise noted, it is the opinion of management that Caledonia is not exposed to significant interest rate risk as it has limited debt financing. Caledonia’s cash and cash equivalents include highly liquid investments that earn interest at market rates. Caledonia manages its interest rate risk by endeavouring to maximize the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. Caledonia’s policy focuses on preservation of capital and limits the investing of excess funds to liquid term deposits in high credit quality financial institutions.
| 14. | DIVIDEND POLICY |
On January 4, 2021, the Company announced a 10% increase in the quarterly dividend from 10 cents to 11 cents per share.
On April 6, 2021 the Company announced a 9% increase in the quarterly dividend from 11 cents to 12 cents per share.
On July 6, 2021 the company announced an 8% increase in the quarterly dividend from 12 cents to 13 cents per share.
On October 4, 2021 the company announced an 8% increase in the quarterly dividend from 13 cents to 14 cents per share. This seventh increase represents a cumulative 104% increase in the quarterly dividend since October 2019.
On January 4, 2022, the Company announced a dividend of 14 cents per share payable on January 28, 2022.
On April 4, 2022 the Company announced a dividend of 14 cents per share payable on April 29, 2022.
On July 5, 2022 the Company announced a dividend of 14 cents per share payable on July 29, 2022.
On October 3, 2022 the Company announced a dividend of 14 cents per share payable on October 28, 2022.
The board will consider the continuation of the dividend and any future increases in the dividend as appropriate in line with other investment opportunities and its prudent approach to risk management including Blanket maintaining a reasonable level of production; receiving payment in full and on-time for all gold sales; being able to make the necessary local and international payments and being able to replenish its supplies of consumables and other items.
| 15. | MANAGEMENT AND BOARD |
On 1 July, 2022, Mr Steve Curtis stepped down as Chief Executive Officer; he remains on the board as a non-executive director and is retained as a consultant to the Group until December 2023.
On July 1, 2022, Mr Mark Learmonth, previous Chief Financial Officer, was appointed as Chief Executive Officer.
On July 1, 2022, Mr Chester Goodburn, previous Group Financial Manager, was appointed as Chief Financial Officer.
| 16. | SECURITIES OUTSTANDING |
At November 10, 2022, being the last day practicable prior to the publication of this MD&A, Caledonia had 12,833,126 common shares issued and the following outstanding options to purchase common shares (“Options”) granted in equal amounts to each of the employees of 3PPB Plc being P Chidley and P Durham:
| Number of Options | Exercise Price | Expiry Date | |
| 10,000 | USD7.35 | 25-Aug-24 | |
| 10,000 | USD 9.49 | 30-Sep-29 | |
| 20,000 |
The Plan allows that the number of shares reserved for issuance to participants under the Plan, together with shares reserved for issue under any other share compensation arrangements of the Company, shall not exceed the number which represents 10% of the issued and outstanding shares from time to time.
Awards under the Plan made to executives and certain other senior members of management on January 24, 2022, consisting of a target of 130,380 PUs, are only to be settled in shares. The PUs that vest will be subject to a performance multiplier and a maximum amount of 150% of target PUs could vest. Accordingly, providing for such a maximum amount, Caledonia could grant Options on a further 1,077,742 shares at the date of this MD&A on the assumption that all other outstanding LTIPs are settled in cash at the request of the LTIP holders.
| 17. | RISK ANALYSIS |
The business of Caledonia contains significant risk due to the nature of mining, exploration and development activities. Caledonia’s business contains significant additional risks due to the jurisdictions in which it operates and the nature of mining, exploration and development. Included in the risk factors below are details of how management seeks to mitigate the risks where this is possible.
| · | COVID-19 pandemic: The COVID-19 pandemic had no discernable effect on the Company or its operations during the period under review. The COVID-19 pandemic, and measures that may be taken by governments and other parties to counter the spread of the virus may, inter alia, have the following effects on the Company: its workforce may fall ill which could affect operations; restrictions on transport and travel may impede the Company’s ability to procure consumables, equipment and services which may affect operations and progress on capital projects; the banking system may not operate effectively which may impede the Company’s ability to effect domestic and international payments; it may be difficult to secure a route to market for the gold ore produced by Blanket; the supply of capital equipment may be affected by production delays at the manufacturers. In response to these risks, management has introduced measures to safeguard its employees from the virus; 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. However, it must be recognised that the duration and effects of the COVID-19 pandemic are uncertain and therefore not capable of accurate forecasting. |
| · | Liquidity risk: The Company aims to generate capital to be able to continue to invest in properties and projects without raising further third-party financing. Caledonia currently has sufficient cash resources and continues to generate sufficient cash to cover all its anticipated investment needs. The primary reason for the secondary listing on the VFEX was to obtain a greater proportion of Blanket’s revenues in US Dollars, as discussed in section 4.9. |
| · | Availability of foreign currency: The Company needs access to foreign currency in Zimbabwe so that it can pay for imported goods and equipment and remit funds to Group companies outside Zimbabwe. At prevailing gold prices and the current rate of production the Company has access to sufficient foreign currency to continue normal mining operations and to fully implement the investment plan as scheduled. The Company has established mechanisms to increase the proportion of its revenues it can access in US Dollars. No assurance can be given that sufficient foreign currency will continue to be available. |
| · | Exploration risk: The Company needs to identify new resources to replace ore which has been depleted by mining activities and to commence new projects. No assurance can be given that exploration will be successful in identifying sufficient mineral resources of an adequate grade and suitable metallurgical characteristics that are suitable for further development or production. |
| · | Development risk: The Company is finalising in the implementation of the Central Shaft project as set out in section 4.7 of this MD&A. Construction and development of projects are subject to numerous risks including: obtaining equipment, permits and services; changes in regulations; currency rate changes; labour shortages; fluctuations in metal prices and the loss of community support. There can be no assurance that construction will commence or continue in accordance with the current expectations or at all. |
| · | Production estimates: Estimates for future production are based on mining plans and are subject to change. Production estimates are subject to risk and no assurance can be given that future production estimates will be achieved. Actual production may vary from estimated production for a variety of reasons including un-anticipated variations in grades, mined tonnages and geological conditions, accident and equipment breakdown, changes in metal prices and the cost and supply of inputs and changes to government regulations. |
| · | Mineral rights: The Company’s existing mining lease, claims, licences, and permits are in good standing. The Company must pay fees etc. to maintain its lease, claims and licences. The Company may not make payments by the required date or meet development and production schedules that are required to protect its lease, claims and licences. |
| · | Metal prices: The Company’s operations and exploration and development projects are heavily influenced by the price of gold, which is particularly subject to fluctuation. The Company had a hedging arrangement in place for a portion of production for the period from March to July 2022. Management regularly reviews future cash flow forecasts in the context of the prevailing gold price and likely downside scenarios for future gold prices. |
| · | Increasing input costs: Mining companies generally have experienced higher costs of steel, reagents, labour and electricity and from local and national government for levies, fees, royalties and other direct and indirect taxes. Blanket’s planned growth should allow the fixed cost component to be absorbed over increased production, thereby helping to alleviate somewhat the effect of any further price increases. |
| · | Illegal mining: In previous years there were incidences of illegal mining activities on properties controlled by Blanket which resulted in 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. Those properties most at risk from such activity have been sold. |
| · | Electricity supply: Zimbabwe produces and imports less electricity than it requires and has insufficient funds to adequately maintain or upgrade its distribution infrastructure. This has resulted in frequent interruptions to the power supply at Blanket. Blanket has addressed the issue of interrupted power supply by installing stand-by generators. Production at Blanket has also been adversely affected by the instability of the incoming electricity supply. The Company has installed a further auto-tap changer to increase the protection against power surges and it has further increased its diesel generating capacity. The Company is installing a solar plant which will provide some of Blanket’s power requirements. |
| · | Water supply: Blanket uses water in the metallurgical process, most of which is obtained from a nearby dam. Blanket is situated in a semi-arid area and rainfall typically occurs only in the period November to February. The most recent rainy season has been better than average, and management believes there is enough water in the Blanket dam to maintain normal operations until the next rainy season. |
| · | Succession planning: The limited availability of mining and other technical skills and experience in Zimbabwe and the difficulty of attracting appropriately skilled employees to Zimbabwe creates a risk that appropriate skills may not be available if, for whatever reason, the current skills base at Blanket is depleted. The Caledonia and Blanket management teams have been augmented so that, if required, it could provide appropriate support to Blanket if this is required. |
| · | Country risk: The commercial environment in which the Company operates is unpredictable. Potential risks may arise from: unforeseen changes in the legal and regulatory framework which means that laws may change, may not be enforced, or judgements may not be upheld; restrictions on the movement of currency and the availability of foreign currency at a realistic exchange rate to make payments from Zimbabwe; risks relating to possible corruption, bribery, civil disorder, expropriation or nationalisation; risks relating to restrictions on access to assets and the risk that the Zimbabwe Government is unable to pay its liabilities to Blanket. Management believes that it has minimised such risks by complying fully with all relevant legislation, by obtaining all relevant regulatory permissions and approvals and by regular and proactive engagement with the relevant authorities. |
| · | Gold marketing arrangements: In terms of regulations introduced by the Zimbabwean Ministry of Finance in January 2014, all gold produced in Zimbabwe must be sold to Fidelity, a company which is owned by the RBZ. In 2021, the Ministry of Finance announced a modification to the regulations that theoretically allows gold producers who are listed on the VFEX to export their incremental gold production. However, the mechanisms whereby this revised policy may be affected have not yet been clarified. The responsibility for making payments to gold producers was transferred from the RBZ to Fidelity in early 2020 following which Blanket has received payments more promptly. |
| 18. | FORWARD LOOKING STATEMENTS |
Information and statements contained in this MD&A that are not historical facts are “forward-looking information” within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited to, Caledonia’s current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “target”, “intend”, “estimate”, “could”, “should”, “may” and “will” or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward-looking information in this MD&A include: implementation schedules for, and other uncertainties inherent in, the Central Shaft project; 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; timing of commencement of operations; plans and timing regarding further exploration, drilling and development; the prospective nature of exploration and development targets; the ability to upgrade and convert mineral resources to mineral reserves; capital and operating costs; our intentions with respect to financial position and third party financing; and future dividend payments. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to: failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, success of future exploration and drilling programs, reliability of drilling, sampling and assay data, assumptions regarding the representativeness of mineralization being inaccurate, success of planned metallurgical test-work, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in government regulations, legislation and rates of taxation, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors.
Security holders, potential security holders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such factors include, but are not limited to: risks relating to estimates of mineral reserves and mineral resources proving to be inaccurate, fluctuations in gold price and payment terms for gold sold to Fidelity, 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, fire, 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 (COVID-19)), availability and increasing costs associated with mining inputs and labour, the speculative nature of mineral exploration and development, including the risks of obtaining or maintaining necessary licenses and permits, diminishing quantities or grades of mineral reserves as mining occurs, global financial condition, the actual results of current exploration activities, changes to conclusions of economic evaluations, and changes in project parameters to deal with un-anticipated economic or other factors, risks of increased capital and operating costs, 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. Security holders, potential security holders and 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 MD&A; however, Caledonia undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
| 19. | CONTROLS |
The Company has established and maintains disclosure controls and procedures (“DC&P”) designed to provide reasonable assurance that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer by others, particularly during the period in which annual filings are being prepared, and that information required to be disclosed in the Company’s annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified by such securities legislation.
The Company’s management, along with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of the Company’s DC&P as of September 30, 2022. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, at September 30, 2022, the Company’s DC&P were effective.
The Company also maintains a system of internal controls over financial reporting (“ICFR”) designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS; however, due to inherent limitations, ICFR may not prevent or detect all misstatements and fraud. The board of directors approves the financial statements and ensures that management discharges its financial responsibilities. The Audit Committee, which is composed of independent directors, meets periodically with management and auditors to review financial reporting and control matters and reviews the financial statements and recommends them for approval to the board of directors.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate ICFR and evaluating the effectiveness of the Company’s ICFR as at each fiscal year end. Management has used the 2013 Internal Control–Integrated Framework from the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO”) to evaluate the effectiveness of the Company’s ICFR at September 30, 2022. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that at September 30, 2022, the Company’s ICFR was effective.
There have been no changes in the Company’s ICFR during the period ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
| 20. | QUALIFIED PERSON |
Mr. Dana Roets (B Eng (Min), MBA, Pr. Eng, FSAIMM, AMMSA) is the Company’s qualified person as defined by Canada’s National Instrument 43-101. Mr. Roets is responsible for the technical information provided in this MD&A except where otherwise stated. Mr. Roets has reviewed the scientific and technical information included in this document and has approved the disclosure of this information for the purposes of this MD&A.
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, John Mark Learmonth, Chief Executive Officer of Caledonia Mining Corporation Plc, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Caledonia Mining Corporation (the “issuer”) for the quarter ended September 30, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | N/A |
| 5.3 | N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 10, 2022
“John Mark Learmonth”
_______________________
John Mark Learmonth
Chief Executive Officer
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Chester Goodburn, Chief Financial Officer of Caledonia Mining Corporation Plc, certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Caledonia Mining Corporation (the “issuer”) for the quarter ended September 30, 2022. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
| 5.2 | N/A |
| 5.3 | N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 10, 2022
“Chester Goodburn”
_______________________
Chester Goodburn
Chief Financial Officer