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<SEC-DOCUMENT>0000909567-04-000479.txt : 20040405
<SEC-HEADER>0000909567-04-000479.hdr.sgml : 20040405
<ACCEPTANCE-DATETIME>20040405160336
ACCESSION NUMBER:		0000909567-04-000479
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040402
FILED AS OF DATE:		20040405

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CALEDONIA MINING CORP
		CENTRAL INDEX KEY:			0000766011
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-13345
		FILM NUMBER:		04717623

	BUSINESS ADDRESS:	
		STREET 1:		9-2145 DUNWIN DR
		STREET 2:		MISSISSAUGA ONTARIO
		CITY:			CANADA
		STATE:			A6
		ZIP:			L5L4L9
		BUSINESS PHONE:		9056077543

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GOLDEN NORTH RESOURCE CORP
		DATE OF NAME CHANGE:	19920302
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>t12504e6vk.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>

                                    FORM 6-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                        PURSUANT TO RULE 13a-16 OR 15d-16
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of _April 2004

Commission File Number: 000-13345

                          CALEDONIA MINING CORPORATION
                 (Translation of registrant's name into English)
                           UNIT #9, 2145 DUNWIN DRIVE
                                   MISSISSAUGA
                                 ONTARIO L5L 4L9
                                     CANADA
                    (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): [ ]

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes [ ] No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _______

                                   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
                                           (Registrant)

                                           By: /s/  James Johnstone
                                               ---------------------------
                                           Name:  James Johnstone
                                           Title:  Chief Operating Officer

Dated: April 2, 2004

<PAGE>

                                  EXHIBIT INDEX

Exhibit   Description
- -------   -----------
99.1      First Quarter Report 2003
99.2      Second Quarter Report 2003
99.3      Third Quarter Report 2003
99.4      First Quarter Report 2002
99.5      Second Quarter Report 2002
99.6      Third Quarter Report 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>t12504exv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                      2003
                              FIRST QUARTER REPORT

                      [CALEDONIA MINING CORPORATION LOGO]

                                   CALEDONIA
                               MINING CORPORATION
<PAGE>

PRESIDENT'S LETTER

RESULTS OF OPERATIONS

South Africa

At the Barbrook Mine refurbishment to the mine, metallurgical plant and surface
infrastructure continued. Mining of the Taylors ore zone between 10 and 7 levels
commenced in January 2003 and the first gold was produced during March 2003.
Geological sampling and evaluation on adjacent blocks in the Taylors zone is
ongoing. Development and stope tonnages from this area will supplement the
present production allowing the mill throughput to be progressively increased to
the 8,000 tonnes per month range. Ore samples from the higher grade, but more
refractory Daylight ore zone are being taken and tested to confirm the
metallurgical amenability of this material in the new "PreOx" and resin-in-leach
circuit. If these tests prove positive the Daylight area will provide the plant
with a readily accessible additional ore source of higher than average grade
ore.

The plant start-up was delayed by management's decision to install the latest
technology of pump cells in the new resin-in-leach circuit. Because of the lower
initial tonnage (6,000 tpm) throughput planned it was decided at an early stage
to reconfigure a smaller primary and secondary milling circuits to cater for
this lower tonnage. The 250 kW Vecor re-grind mill in the old 25,000 tpm circuit
is presently being used as the primary ball mill and the Sala 90 kW tertiary
mill is now being utilized as the concentrate regrind mill.

A flash-flotation cell has been installed in the Vecor primary mill circuit to
recover as much of the free and flotation-recoverable gold as early in the
process circuit as possible and to reduce gold lock-up in the primary mill. A
Knelson concentrator has also been installed in the primary Vecor mill circuit
to recover free gold. The existing rougher flotation circuit has been fully
refurbished.

A new pre-aeration section has been refurbished and commissioned, and the
existing cleaner flotation cells have been converted into the PreOx circuit. A
brand new, 6-stage Pumped Cell resin in leach circuit ("PRIL"), the new resin
elution, electrowinning circuits, the refurbished induction furnace and smelt
house, and the associated security systems have been constructed and are still
under final commissioning. As previously stated, the PRIL section is fitted with
the state-of-the-art Anglo American-patented pump cells designed and fabricated
by Kemix S.A.

The tailings deposition area has been rehabilitated and the tailings delivery
lines, which have been re-routed to avoid an environmentally sensitive area,
have been pressure tested and the flotation tailings line extended. There has
been a significant enhancement of the environmental and operating codes of
practice and procedures to prevent the risk of pollution off the mine property
and increase mine safety.

The required regulatory and environmental practices have been evaluated, the
risk assessments have been carried out and the required Codes of Practices drawn
up and implemented. Barbrook was granted its Section 9 permanent mining
authorization in March 2003.

Expenditures at Barbrook during the quarter totaled $650,000.

The Eersteling Gold Mine continued on care and maintenance during the quarter.
The required Section 9 permanent mining permission was granted to Eersteling
during April 2003. Once the Barbrook Mine has reached commercial production,
work to return Eersteling to production will commence provided an economically
sustainable Rand gold price continues to prevail. Present planning is to
commence the de-watering of the underground areas during the 2nd quarter so as
to allow the commencement of the refurbishment and development underground
during the 3rd quarter of 2003. Depending upon the refurbishment work required
in the metallurgical plant it is likely that the processing of the mine ore will
commence during the 4th Quarter of 2003 or the 1st Quarter of 2004.

The Rooipoort Exploration Project, approximately 8 kilometres east of
Potgietersrus and about 30 km southwest of Caledonia's Eersteling gold mine in
the Limpopo Province of South Africa, is considered to be highly prospective for
platinum deposits. A comprehensive desk study on Rooipoort, based on airborne
geophysics and the down dip drilling on the adjacent farm undertaken by Anglo
Platinum has been completed. This study has confirmed the likely presence of
both the Merensky and the UG-2 platinum group metals on the property. The
prospecting permit was received during May 2003 and it is planned to carry out
ground geophysics during June This will likely be followed immediately by a
drilling program.

Canada

At the Kikerk Lake property in the Coronation Gulf area of Nunavut, in
preparation for ground geophysics and drilling in the second quarter, Ashton
Mining of Canada ("Ashton"), the operator for the project prioritized
observation of 34 heavy mineral samples situated down-ice of select geophysical
targets. Results from these samples have firmed-up two subtle indicator trains
located 600 and 1,200 meters southwest of the Potentilla kimberlite. Age dating
and petrographic studies were carried out on Pot entilla core during the
quarter.

<PAGE>

The winter portion of the 2003 program has been completed and three
electromagnetic anomalies associated with indicator mineral dispersions and
underlying lakes approximately one km west of Potentilla were tested by
drilling. At one anomaly, two angle holes drilled at inclinations of 46 degrees
and 65 degrees from horizontal intersected approximately 0.6 m and 0.3 m of
kimberlite respectively. This anomaly is located about 1.2 km west of the
Stellaria kimberlite associated with a two km long linear structure. No
kimberlite was intersected at the other two anomalies.

Exploration on the Kikerk Lake property will continue during the summer and
field activities will include follow-up on a number of unexplained indicator
mineral and geophysical anomalies through heavy mineral sampling, ground
geophysical surveys and prospecting.

Ashton have notified Caledonia that it intends to proceed with the third earn-in
portion of the option agreement with Caledonia. By doing so, Ashton can earn a
59.5% interest by funding Caledonia's share of all remaining exploration costs
up to and including the completion of a Fully-Engineered Feasibility Study.

The joint venture partners - Ashton, Caledonia and Northern Empire Minerals Ltd
- - have approved surveying the individual Kikerk Lake claims and taking them to
lease. In this way the mineral tenure can be maintained.

Zambia

Results of exploration work conducted on the Mulonga Plain diamond joint venture
in 2002 are being applied to the geologic model and to existing geophysical
interpretive work. This refined information is being used to identify new drill
targets and re-prioritise existing targets.

Heavy mineral samples results from follow-up sampling in the Kashiji Plain
licence are pending. However Motapa Diamonds Inc, the project operator, reports
that the initial review is positive.

LIQUIDITY

As can be seen from the March 2003 financial statements, Caledonia continues to
remain debt free and will continue to focus its efforts on advancing its assets.
An amount of $5.2 million, net of financing costs was raised during 2002 from
private placements and the exercise of warrants. During early 2003, a further
$1.2 million, net of financing costs was raised from the portion of the private
placement carried over from December 2002 and from the exercise of warrants.

On behalf of the Board of Directors,

(signed) S. E. Hayden,
Chairman of the Board, President and
Chief Executive Officer
May 26th, 2003

<PAGE>

                          CALEDONIA MINING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                MARCH 31,    DECEMBER 31,
(UNAUDITED)                                       2003           2002
- -----------                                     ---------    ------------
<S>                                             <C>          <C>
ASSETS
Current
    Cash and short term deposits                $   2,657    $      1,864
    Accounts receivable                               163             113
    Prepaid expenses                                  118             117
                                                ---------    ------------
                                                    2,938           2,094
INVESTMENT AT COST                                     79              79
CAPITAL ASSETS                                      7,899           7,715
MINERAL PROPERTIES                                 15,915          14,879
                                                ---------    ------------
                                                $  26,831    $     24,767
                                                ---------    ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current
    Accounts payable                            $   1,049    $      1,267
    Loan payable                                       30              69
                                                ---------    ------------
                                                    1,079           1,336
PROVISION FOR SITE RESTORATION                        524             506
NON-CONTROLLING INTEREST                              774             774
                                                ---------    ------------
                                                    2,377           2,616
                                                ---------    ------------
SHAREHOLDERS' EQUITY (Note 1)
    Share capital                                 152,076         149,623
    Contributed surplus                               209             209
    Compensation warrants                             235             177
    Deficit                                      (128,066)       (127,858)
                                                ---------    ------------
                                                   24,454          22,151
                                                ---------    ------------
                                                $  26,831    $     24,767
                                                =========    ============
</TABLE>

On behalf of the Board:

____________________________ Director
(signed) F. C. Harvey

____________________________ Director
(signed) J. Johnstone

<PAGE>

                          CALEDONIA MINING CORPORATION
                       CONSOLIDATED STATEMENTS OF DEFICIT
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                     FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)                              2003        2002        2001
- -----------                           ---------   ---------   ---------
<S>                                   <C>         <C>         <C>
DEFICIT, beginning of period          ($127,858)  ($123,527)  ($122,332)
NET (LOSS) FOR THE PERIOD                  (208)       (409)       (226)
                                      ---------   ---------   ---------
DEFICIT, end of period                ($128,066)  ($123,936)  ($122,558)
                                      =========   =========   =========
</TABLE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                            FOR THE THREE MONTHS ENDED MARCH 31,
(UNAUDITED)                                     2003        2002         2001
- -----------                                   -------     --------     -------
<S>                                           <C>         <C>          <C>
REVENUE AND OPERATING COSTS
  Revenue from sales                           $   53       $    9      $    -
  Operating costs                                  72           67           -
                                              -------      -------     -------
GROSS (LOSS)                                      (19)         (58)          -
                                              -------      -------     -------
COSTS AND EXPENSES
  General and administrative                      370          322         232
  Interest                                         20           24          20
  Other expense (income) (note 2)                (201)           5         (26)
                                              -------      -------     -------
                                                  189          351         226
                                              -------      -------     -------
NET (LOSS) FOR THE PERIOD                     ($  208)     ($  409)    ($  226)
                                              =======      =======     =======
(LOSS) PER SHARE
  Basic                                       ($0.001)     ($0.002)    ($0.001)
                                              =======      =======     =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (IN THOUSANDS OF CANADIAN DOLLARS)
                      FOR THE THREE MONTHS ENDED MARCH 31,

<TABLE>
<CAPTION>
(UNAUDITED)                                                     2003      2002     2001
- -----------                                                   -------    -----    -----
<S>                                                           <C>        <C>      <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES

Net (loss) for the period                                    ($   208)  ($ 409)   ($226)

Change in provision for site restoration                           18        -        -

Change in non-cash working capital balances                      (269)     133      155
                                                             --------   ------    -----

                                                                 (459)    (276)     (71)
                                                             --------   ------    -----
INVESTING ACTIVITIES

Expenditures on capital assets                                   (184)       -        -

Expenditures on mineral properties                             (1,036)      66        -
                                                             --------   ------    -----

                                                               (1,220)      66        -
                                                             --------   ------    -----
FINANCING ACTIVITIES

    Loan payable                                                  (39)     245        -

    Issue of share capital and compensation warrants net of     2,511        -        -
    issue costs
                                                             --------   ------    -----

                                                                2,472      245        -
                                                             --------   ------    -----
INCREASE (DECREASE) IN CASH FOR THE PERIOD                        793       35      (71)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  1,864       90       75
                                                             --------   ------    -----

CASH AND CASH EQUIVALENTS, END OF PERIOD                      $ 2,657    $ 125     $  4
                                                             ========   ======    =====
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENT

FOR THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)

CERTIFICATION

The Chief Executive Officer and the Vice President Finance confirm the veracity
and soundness of these financial and operating results and have provided the
board of directors with confirmation supporting this.

BASIS OF PRESENTATION

These financial statements have been prepared on the basis of a going concern,
which contemplates that the Company will be able to realize assets and discharge
liabilities in the normal course of business. The Company's ability to continue
as a going concern is dependent upon attaining profitable operations and
obtaining sufficient financing to meet its liabilities, its obligations with
respect to operating expenditures and expenditures required on its mineral
properties.

MEASUREMENT UNCERTAINTIES

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. The more significant areas
requiring estimates relate to mineral resources, future cash flows associated
with capital assets and mineral properties. Management's calculation of mineral
resources and cash flows are based upon engineering and geological estimates and
financial estimates including gold prices and operating costs. Actual results
could differ from those estimated.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Comp any
together with all its subsidiaries.

The Company's principal consolidated subsidiaries are Barbrook Mines Limited
(100% owned) ("Barbrook"), Eersteling Gold Mining Company Limited (96% owned)
("Eersteling") and Caledonia Mining (Zambia) Limited, Caledonia Kadola Limited,
Caledonia Nama Limited and Caledonia Western Limited (all 100% owned)
(collectively known as "Caledonia Zambia").

FINANCIAL DISCLOSURE NOTE

The unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles for interim
reporting. In the opinion of management all adjustments required for a fair
presentation are included in these statements in accordance with the accounting
policies of the Company. The interim consolidated financial statements should be
read in conjunction with the year end 2002 audited financial statements for the
detailed note disclosure which is not materially different to these interim
financial statements.

1.       SHARE CAPITAL

         Issued and Outstanding

         On January 6, 2003, the Company concluded a private placement financing
         for $3.0 million gross proceeds comprised of 12,000,000 units. Each
         unit is comprised of one common share and one half common share
         purchase warrant issued at $0.25 per unit. In addition, a total of
         1,200,000 whole broker warrants were issued with each warrant
         exchangeable for one whole common share. Whole warrants are
         exchangeable for shares at $0.33 per share for a period of one year
         from closing. A total of 6,720,000 units and 672,000 whole broker
         warrants were closed on December 31, 2002 for gross proceeds of
         $1,680,000. The balance of the private placement of $1,320,000 was
         closed on January 6, 2003. The remaining 528,000 broker warrants were
         issued upon closing at an assigned value of $0.11 per warrant for a
         total consideration of $58,000. Share issue costs associated with the
         January 6, 2003 amounted to $119,000 and have been charged to share
         capital.

         During the first quarter of the year a total of 6,512,635 common share
         were issued pursuant to the exercise of common

<PAGE>

         share purchase warrants for total proceeds of $1,270,000 and a further
         106,475 common shares were issued for the exercise of stock options for
         proceeds of $40,000.

         As of March 31, 2003 the Company has 223,694,380 common shares
         outstanding (December 31, 2002 - 211,795,270). The basic loss per share
         has been calculated based upon a weighted number of common shares
         outstanding as follows:

                  For the quarter period ended March 31, 2003 - 221,678,417

         Stock Options

         Options to purchase common shares have been granted to directors,
         officers, employees and consultants at exercise prices determined by
         reference to the market value on the date of grant. Vesting of options
         is made at the discretion of the board of directors at the time the
         options are granted. As at March 31, 2003, the Company has stock
         options outstanding for the purchase of 12,574,325 common shares (as at
         December 31, 2002 - 12,680,800 common shares). All of the options
         outstanding are exercisable. A total of 106,475 options were exercised
         during the first quarter of 2003 for proceeds of $40,000. There were no
         stock options granted during the first quarter of 2003.

         Warrants

         As of March 31, 2003, the Company has outstanding warrants to purchase
         an aggregate of 12,029,731 common shares.

2.       OTHER EXPENSE (INCOME)

         Included in other expense (income) are unrealized foreign exchange
         gains of $185,000 (2002 - loss of $9,000; 2001 - gain of $3,000).

<PAGE>

CORPORATE DIRECTORY

BOARD OF DIRECTORS
S. E. Hayden
J. Johnstone
F. C. Harvey
W. I. L. Forrest
C. R. Jonsson

OFFICERS
S. E. Hayden
Chairman of the Board, President and
Chief Executive Officer

F. C. Harvey
Technical Director

J. Johnstone
Vice-President Operations and
Chief Operating Officer

S. W. Poad
Vice-President Finance and
Administration

J. Smith
Vice-President Exploration

HEAD OFFICE
CANADA - HEAD OFFICE
Caledonia Mining Corporation
Unit #9
2145 Dunwin Drive
Mississauga, Ontario
L5L 4L9 Canada
Tel: (905) 607-7543
Fax: (905) 607-9806

SHARES LISTED
The Toronto Stock Exchange
Symbol "CAL'
NASDAQ OTC BB
Symbol "CALVF"

CAPITALIZATION
(March 31, 2003)
Authorized: Unlimited
number of common shares
Issued Common Shares: 223,694,380
Warrants: 12,029,731
Options: 12,574,325

SOLICITORS
Borden Ladner Gervais LLP
Suite 4100, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4 Canada

Tupper, Jonsson & Yeadon
1710-1177 West Hastings Street
Vancouver, British Columbia
V6E 2L3 Canada

AUDITORS
BDO Dunwoody LLP
Chartered Accountants
Suite 3200, 200 Bay Street
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J8 Canada

REGISTRAR &
TRANSFER AGENT
Equity Transfer Services Inc.
Suite 420
120 Adelaide Street West
Toronto, Ontario
M5H 4C3 Canada
Tel: (416) 361-0152
Fax: (416) 361-0470

BANK
Canadian Imperial Bank Of Commerce
6266 Dixie Road
Mississauga, Ontario
L5T 1A7 Canada

INTERNET
Web Site:
http://www.caledoniamining.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>t12504exv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                      2003
                              SECOND QUARTER REPORT

                      [CALEDONIA MINING CORPORATION LOGO]

                                   CALEDONIA
                               Mining Corporation

================================================================================
        UNIT #9, 2145 DUNWIN DRIVE, MISSISSAUGA, ONTARIO CANADA, L5L 4L9
                   TEL: (905) 607-7543    FAX: (905) 607-9806
                 WORLD WIDE WEB: HTTP://WWW.CALEDONIAMINING.COM

<PAGE>

PRESIDENT'S MESSAGE

During the quarter, the Corporation's subsidiary, Barbrook Mines Limited
accounted for its first operating expenses at the Barbrook Gold Mine. Revenue
was then received from the first gold poured in early July. The resultant loss
was offset to a degree by a foreign exchange gain of $128,000 during the quarter
($304,000 year to date) resulting from the strengthening of the South African
Rand against the dollar. This currency fluctuation has been largely compensated
by the increase in the US dollar price of gold so that the Rand price of gold
continued to remain at over R80,000 per Kg.

The overall loss for the quarter was $1,406,000 ($0.006 per share). The
year-to-date loss was $1,614,000 ($0.007 per share) compared to a loss of
$837,000 for the same six month period in 2002.

The Corporation remains bullish on the prospects for the precious metals markets
and believes that it is well positioned to benefit from any improvement in the
gold and platinum sectors..

DISCUSSION AND ANALYSIS ON RESULTS OF OPERATIONS

South Africa

At the Barbrook Gold Mine stope development and production continued during the
quarter. Underground production did not meet target figures largely because
development shortfalls delayed the opening of stoping areas. Additional crews
have been hired and improved infrastructure has been installed to correct this
shortfall. Stope preparation in the main stoping area has been advanced and
benching commenced in May.

The mill circuit was commissioned and ore is being processed in the crushing,
grinding, flotation, concentrate regrinding, pre-aeration and Pre-Ox circuits.
Gold is being leached in the 6-stage carousel Pump cell - RIL section, absorbed
onto resin, recovered in the elution section and transferred to electro-winning.
The electro-winning circuit was commissioned at the end of June with the initial
gold being poured during the first week of July. It is planned that the Plant
will reach operating targets during September 2003.

The Rooipoort Exploration Project, approximately 8 kilometers east of
Potgietersrus and about 30 km southwest of Caledonia's Eersteling gold mine in
the Limpopo province of South Africa is considered to be highly prospective for
platinum deposits. The recently completed comprehensive desk study was based on
the airborne geophysics and the down dip drilling on the adjacent property
undertaken by Anglo Platinum and Falconbridge during the 1970's. Based on this
desk study, we have sufficient confidence for the planned initial drilling
program without the need for further geophysics. The study has confirmed the
likely presence of Merensky like and UG-2 like platinum reefs, and potentially
the continuation of the Plat reef mineralisation, on the property. These three
reefs are the dominant platinum bearing reefs in the Bushveld geological Complex
found in the Rooipoort area. A trenching and drilling program to investigate
these occurrences is now being planned with trenching to commence in late August
2003. Sampling, assaying and quality control (QC) programs are being put in
place prior to the mobilisation of the drills.

The Eersteling Gold Mine remained on care and maintenance during the quarter
while a hydrological survey was commenced preparatory to starting with the
dewatering of the shafts. This survey should be completed by the end of third
quarter. Present plans are to defer returning the Eersteling gold mine to
commercial production until after the commencement of exploration on
Eersteling's highly prospective Rooipoort platinum property.

At the Goedgevonden diamond prospect near Stilfontein in North West Province a
combined gravimetric and magnetometric survey was commenced in June over two
target blocks each measuring 800m by 800m. The results of this survey are being
analysed.

Zambia

Caledonia and their joint venture partners, Motapa Diamonds Inc., are planning
this year's exploration program for the Mulonga Plain joint venture.

At the Kashiji Plain licence area a number of aeromagnetic generated geophysical
anomalies will be evaluated by ground geophysics. Targets of merit will then be
drill tested.

On the Mulonga Plain licence, work will be concentrated in the southeastern
portion of the Mulonga Plain anomaly to follow-up on the encouraging geochem
results obtained last year.

Elsewhere in Zambia, the Luamfula, Ngosa and Konkola West prospecting licences
were renewed for a two-year period. These licence areas form part of the Kalimba
licence group and are prospective for copper, cobalt and nickel.

<PAGE>

Canada

Kikerk Lake

The property is located in the Coronation Gulf region of Nunavut. The
diamondiferous Potentilla and Stellaria kimberlites were identified on the
property in 2001 and 2002 respectively.

The winter portion of the 2003 exploration program announced in March has now
been completed. Three electromagnetic anomalies associated with indicator
mineral dispersions and underlying lakes approximately one km west of Potentilla
were tested by drilling. At one anomaly, two angle holes drilled at inclinations
of 46 degrees and 65 degrees from horizontal intersected approximately 0.6 m and
0.3 m of kimberlite respectively. This anomaly is located about 1.2 km west of
the Stellaria kimberlite associated with a two km long linear structure. No
kimberlite was intersected at the other two anomalies.

Exploration on the Kikerk Lake property will continue during the summer. Field
activities will include follow-up on a number of unexplained indicator mineral
and geophysical anomalies through heavy mineral sampling, ground geophysical
surveys and prospecting.

Exploration on the Kikerk Lake property is governed by a joint venture agreement
among Ashton Mining of Canada Inc. ("Ashton"), the Corporation and Northern
Empire Minerals Ltd. Ashton has a 52.5 percent interest in the property and has
exercised an option with Caledonia to increase its interest to 59.5 percent by
completing a feasibility study, at which time the Corporation's interest will
reduce to 10.5%. Northern Empire has a 30 percent joint venture interest and is
participating in the current program.

Financing

Subsequent to the end of the quarter, the Corporation raised $5 million, before
closing costs, through the sale of 20 million Units under a Private Placement
financing. Each unit was priced at $0.25 and comprises one common share of
Caledonia and one half-share warrant. Each full warrant entitles the holder to
purchase one common share of Caledonia at a price of $0.35 for a period of
eighteen months. The funds raised will be use to financing the return to full
operation of the Barbrook Gold Mine, the Corporation's ongoing exploration
activities in Southern Africa, and for general corporate purposes.

On behalf of the Board of Directors

(signed) S.E. Hayden,
Chairman of the Board, President and
Chief Executive Officer
August 25th 2003

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements based on current
expectations. These forward-looking statements entail various risks and
uncertainties that could cause actual results to differ materially from those
reflected. Risk and uncertainties about the Corporation's business are more
fully described in the Management's Discussion and Analysis published in the
Corporation's Annual Report, Form 20F and the Annual Information Form.

<PAGE>

                          CALEDONIA MINING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                        JUNE 30,    DECEMBER 31,
(UNAUDITED)                                               2003          2002
- -----------                                            ---------    ------------
<S>                                                    <C>          <C>
    ASSETS

    Current

           Cash and short term deposits                $   1,133    $      1,864

           Accounts receivable                               284             113

           Prepaid expenses                                  115             117
                                                       ---------    ------------
                                                           1,532           2,094
    INVESTMENT AT COST                                        79              79

    CAPITAL ASSETS                                         7,909           7,715

    MINERAL PROPERTIES                                    15,960          14,879
                                                       ---------    ------------
                                                       $  25,480    $     24,767
                                                       ---------    ------------
    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current

           Accounts payable                            $   1,100    $      1,267

           Loan payable                                       25              69
                                                       ---------    ------------
                                                           1,125           1,336
    PROVISION FOR SITE RESTORATION                           524             506

    NON-CONTROLLING INTEREST                                 774             774
                                                       ---------    ------------
                                                           2,423           2,616
                                                       ---------    ------------
    SHAREHOLDERS' EQUITY (NOTE 1)

           Share capital                                 152,085         149,623

       Contributed surplus                                   209             209

       Compensation warrants                                 235             177

       Deficit                                          (129,472)       (127,858)
                                                       ---------    ------------
                                                          23,057          20,151
                                                       ---------    ------------
                                                       $  25,480    $     24,767
                                                       =========    ============
</TABLE>

On behalf of the Board:

________________________    Director
(signed) J. Johnstone

________________________    Director
(signed) F. C. Harvey

<PAGE>


                          CALEDONIA MINING CORPORATION
                       CONSOLIDATED STATEMENTS OF DEFICIT
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                         THREE MONTH PERIOD                       SIX MONTH PERIOD
                                            ENDED JUNE 30,                          ENDED JUNE 30,
(UNAUDITED)                       2003         2002         2001         2003         2002         2001
<S>                             <C>          <C>          <C>          <C>          <C>          <C>
- ------------                    ---------    ---------    ---------    ---------    ---------    ---------
DEFICIT, Beginning of period    ($128,066)   ($123,936    ($122,558    ($127,858    ($123,527    ($122,332
NET (LOSS) FOR THE PERIOD          (1,406)        (428)        (254)      (1,614)        (837)        (480)
                                ---------    ---------    ---------    ---------    ---------    ---------
DEFICIT, end of period          ($129,472)   ($124,364    ($122,812    ($129,472    ($124,364    ($122,812
                                =========    =========    =========    =========    =========    =========
</TABLE>

                          CALEDONIA MINING CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                       THREE MONTH PERIOD               SIX MONTH PERIOD
                                                          ENDED JUNE 30,                 ENDED JUNE 30,
(UNAUDITED)                                         2003       2002      2001      2003      2002     2001
- -----------                                       -------    -------   -------   -------    -------  -------
<S>                                               <C>        <C>       <C>       <C>        <C>      <C>
REVENUE AND OPERATING COSTS

 Revenue from sales                               $     -     $   24    $   33   $    53     $   30   $   33

 Operating costs                                    1,232        136        13     1,304        203       13
                                                 --------    -------   -------  --------    -------  -------
GROSS PROFIT (LOSS)                                (1,232)      (112)       20    (1,251)      (173)      20
                                                 --------    -------   -------  --------    -------  -------
COSTS AND EXPENSES

 General and administrative                           258        266       290       628        588      522

 Interest                                              44          -        18        64         24       38

 Other expense (income) (note 2)                     (128)        49       (34)     (329)        54      (60)
                                                 --------    -------   -------  --------    -------  -------
                                                      174        315       274       363        666      500
                                                 --------    -------   -------  --------    -------  -------
(LOSS) BEFORE NON-CONTROLLING INTEREST             (1,406)      (430)     (254)   (1,614)      (839)    (480)

 Non-controlling interest                               -         (2)        -         -         (2)       -
                                                 --------    -------   -------  --------    -------  -------
NET (LOSS)FOR THE PERIOD                         ($ 1,406)   ($  428)  ($  254) ($ 1,614)   ($  837) ($  480)
                                                 ========    =======   =======  ========    =======  =======
(LOSS) PER SHARE

 Basic                                           ($ 0.006)   ($0.003)  ($0.002) ($ 0.007)   ($0.005) ($0.003)
                                                 ========    =======   =======  ========    =======  =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                           THREE MONTH PERIOD                SIX MONTH PERIOD
                                                                              ENDED JUNE 30,                   ENDED JUNE 30,
(UNAUDITED)                                                            2003        2002       2001      2003       2002      2001
- -----------                                                          --------    -------    -------    -------    -------    -----
<S>                                                                  <C>         <C>        <C>        <C>        <C>        <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
 Net (loss) for the period                                           ($ 1,406)   ($  428)   ($  254)   ($1,614)   ($  837)   ($480)
 Items not involving cash
  Change in provision for site restoration                                   -         -          -         18          -        -
  Non-controlling interest                                                   -        (2)         -          -         (2)       -
                                                                     --------    -------    -------    -------    -------    -----
                                                                       (1,406)      (430)      (254)    (1,596)      (839)    (480)
 Change in non-cash working capital balances                              (67)       (47)        11       (336)        86      166
                                                                     --------    -------    -------    -------    -------    -----
                                                                       (1,473)      (477)      (243)    (1,932)      (753)    (314)
                                                                     --------    -------    -------    -------    -------    -----
INVESTING ACTIVITIES

 Purchase of investment                                                     -        (79)         -          -        (79)       -
 Expenditures on capital assets                                           (10)       (27)         -       (194)       (27)       -
 Expenditures on mineral properties                                       (45)       (79)         -     (1,081)       (13)       -
                                                                     --------    -------    -------    -------    -------    -----
                                                                          (55)      (185)         -     (1,275)      (119)       -
                                                                     --------    -------    -------    -------    -------    -----
FINANCING ACTIVITIES

 Loan payable                                                              (5)    (1,275)         -        (44)    (1,030)       -
 Issue of share capital and compensation warrants net of issue costs        9      2,672        292      2,520      2,672      292
                                                                     --------    -------    -------    -------    -------    -----
                                                                            4      1,397        292      2,476      1,642      292
                                                                     --------    -------    -------    -------    -------    -----
INCREASE (DECREASE) IN CASH FOR THE PERIOD                             (1,524)       735         49       (731)       770      (22)
CASH AND CASH EQUIVALENTS, beginning of period                          2,657        125          4      1,864         90       75
                                                                     --------    -------    -------    -------    -------    -----
CASH AND CASH EQUIVALENTS, end of period                              $ 1,133     $  860     $   53     $1,133     $  860     $ 53
                                                                     ========    =======    =======    =======    =======    =====
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED)

CERTIFICATION

The Chief Executive Officer and the Vice President Finance confirm the veracity
and soundness of these financial and operating results and have provided the
board of directors with confirmation supporting this.

BASIS OF PRESENTATION

These financial statements have been prepared on the basis of a going concern,
which contemplates that the Company will be able to realize assets and discharge
liabilities in the normal course of business. The Company's ability to continue
as a going concern is dependent upon attaining profitable operations and
obtaining sufficient financing to meet its liabilities, its obligations with
respect to operating expenditures and expenditures required on its mineral
properties.

MEASUREMENT UNCERTAINTIES

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. The more significant areas
requiring estimates relate to mineral resources, future cash flows associated
with capital assets and mineral properties. Management's calculation of mineral
resources and cash flows are based upon engineering and geological estimates and
financial estimates including gold prices and operating costs. Actual results
could differ from those estimated.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
together with all its subsidiaries.

The Company's principal consolidated subsidiaries are Barbrook Mines Limited
(100% owned) ("Barbrook"), Eersteling Gold Mining Company Limited (96% owned)
("Eersteling") and Caledonia Mining (Zambia) Limited, Caledonia Kadola Limited,
Caledonia Nama Limited and Caledonia Western Limited (all 100% owned)
(collectively known as "Caledonia Zambia").

FINANCIAL DISCLOSURE NOTE

The unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles for interim
reporting. In the opinion of management all adjustments required for a fair
presentation are included in these statements in accordance with the accounting
policies of the Company. The interim consolidated financial statements should be
read in conjunction with the year end 2002 audited financial statements for the
detailed note disclosure which is not materially different to these interim
financial statements.

1.       SHARE CAPITAL

         Issued and Outstanding

         On January 6, 2003, the Company concluded a private placement financing
         for $3.0 million gross proceeds comprised of 12,000,000 units. Each
         unit is comprised of one common share and one half common share
         purchase warrant issued at $0.25 per unit. In addition, a total of
         1,200,000 whole broker warrants were issued with each warrant
         exchangeable for one whole common share. Whole warrants are
         exchangeable for shares at $0.33 per share for a period of one year
         from closing. A total of 6,720,000 units and 672,000 whole broker
         warrants were closed on December 31, 2002 for gross proceeds of
         $1,680,000. The balance of the private placement of $1,320,000 was
         closed on January 6, 2003. The remaining 528,000 broker warrants were
         issued upon closing at an assigned value of $0.11 per warrant for a
         total consideration of $58,000. Share issue costs associated with the
         January 6, 2003 closing amounted to $119,000 and have been charged to
         share capital.

         During the first quarter of the year a total of 6,512635 common share
         were issued pursuant to the exercise of common share purchase warrants
         for total proceeds of $1,270,000 and a further 106,475 common shares
         were issued for the exercise of stock options for proceeds of $40,000.
         A further 50,000 common shares were issued pursuant to the exercise of
         common share purchase warrants for total proceeds of $9,000 during the
         second quarter.

         As of June 30, 2003 the Company has 223,744,380 common shares
         outstanding (December 31, 2002 - 211,795,270). The basic loss per share
         has been calculated based upon a weighted number of common shares
         outstanding as follows:

                For the period ended June 30, 2003   - 222,696,111
                For the quarter ended June 30, 2003  - 223,702,622

<PAGE>

         Stock Options

         Options to purchase common shares have been granted to directors,
         officers, employees and consultants at exercise prices determined by
         reference to the market value on the date of grant. Vesting of options
         is made at the discretion of the board of directors at the time the
         options are granted. As at June 30, 2003, the Company has stock options
         outstanding for the purchase of 11,398,700 common shares (as at
         December 31, 2002 - 12,680,800 common shares). All of the options
         outstanding are exercisable. A total of 106,475 options were exercised
         during the first quarter of 2003 for proceeds of $40,000. There were no
         stock options granted during the first or second quarter of 2003. A
         total of 1,175,625 stock options expired as unexercised during the
         second quarter.

         Warrants

         As of June 30, 2003, the Company has outstanding warrants to purchase
         an aggregate of 12,029,731 common shares.

2.       OTHER EXPENSE (INCOME)

         Included in other expense (income) are unrealized foreign exchange
         gains of $304,000 (2002 - 2002 - loss of $54,000; 2001 - gain of
         $36,000)

3.       SUBSEQUENT EVENT

         Subsequent to the end of the quarter, the Company raised $5 million,
         before closing costs, through the sale of up to 20 million units under
         a Private Placement financing. Each unit was priced at $0.25 and
         comprised one common share of the Company and one half share warrant.
         Each full warrant entitles the holder to purchase one common share at a
         price of $0.35 for a period of eighteen months. The funds raised will
         be used to finance the return to full operation of the Barbrook gold
         mine, the Company's ongoing exploration activities in Southern Africa
         and for general corporate purposes.

<PAGE>

Corporate Directory

BOARD OF DIRECTORS
S. E. Hayden
J. Johnstone
F. C. Harvey
W. I. L. Forrest
C. R. Jonsson

OFFICERS
S. E. Hayden
Chairman of the Board, President and
Chief Executive Officer

F. C. Harvey
Technical Director

J. Johnstone
Vice-President Operations and
Chief Operating Officer

S. W. Poad
Vice-President Finance and
Administration

J. Smith
Vice-President Exploration

HEAD OFFICE
CANADA - HEAD OFFICE
Caledonia Mining Corporation
Unit #9
2145 Dunwin Drive
Mississauga, Ontario
L5L 4L9 Canada
Tel: (905) 607-7543
Fax: (905) 607-9806

SHARES LISTED
The Toronto Stock Exchange
Symbol "CAL'
NASDAQ OTC BB
Symbol "CALVF"

CAPITALIZATION
(June 30, 2003)
Authorized: Unlimited
number of common shares
Issued Common Shares: 223,744,380
Warrants: 11,398,700
Options: 12,029,731

SOLICITORS
Borden Ladner Gervais LLP
Suite 4100, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4 Canada

Tupper, Jonsson & Yeadon
1710-1177 West Hastings Street
Vancouver, British Columbia
V6E 2L3 Canada

AUDITORS
BDO Dunwoody LLP
Chartered Accountants
Suite 3200, 200 Bay Street
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J8 Canada

REGISTRAR &
TRANSFER AGENT
Equity Transfer Services Inc.
Suite 420
120 Adelaide Street West
Toronto, Ontario
M5H 4C3 Canada
Tel: (416) 361-0152
Fax: (416) 361-0470

BANK
Canadian Imperial Bank Of Commerce
6266 Dixie Road
Mississauga, Ontario
L5T 1A7 Canada

INTERNET
Web Site:
http://www.caledoniamining.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>t12504exv99w3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>

                                      2003
                              THIRD QUARTER REPORT

                      [CALEDONIA MINING CORPORATION LOGO]

                                   CALEDONIA
                               Mining Corporation

================================================================================
        UNIT #9, 2145 DUNWIN DRIVE, MISSISSAUGA, ONTARIO CANADA, L5L 4L9
                   TEL: (905) 607-7543    FAX: (905) 607-9806
                 WORLD WIDE WEB: HTTP://WWW.CALEDONIAMINING.COM

<PAGE>

PRESIDENT'S MESSAGE

During the quarter, Caledonia commenced drilling on its Rooipoort platinum
project in South Africa and completed the first full quarter of operation at the
Barbrook Gold Mine. Mining operations at Barbrook reached their targeted tonnes
and exceeded the gold grades at the quarter end and are expected to continue for
the foreseeable future. Metallurgical gold recoveries have been lower than
targeted due to equipment breakdown and highly refractory gold that has not
responded to the installed metallurgical process. By early November, additional
equipment in the Flotation circuit was installed and commissioned and should
improve gold recoveries both in the flotation and resin-in-leach (RIL) gold
recovery circuits. During the quarter the mine produced 14,080 tonnes of ore at
a grade of 6.82 g/t and the mill processed 10,171 tonnes of feed ore at a grade
of 6.53 g/t and produced 19.5 kg gold. During October, the mine produced over
6,000 tonnes of ore grading well in excess of the targeted 6.0 g/t.

The South African currency, the Rand continued to strengthen against the US
dollar. The currency fluctuation is generally offset by the increase in the US
dollar price of gold so that the Rand price of gold continued to remain at about
R85,000 per Kg.

Caledonia is pleased to announce that Mr. Jacques du Plessis has been appointed
as General Manager of Caledonia's African operations. Mr. Du Plessis, a South
African citizen, is a Mining Engineer and has had over 30 years experience in
the South African mining industry and over 15 years in senior management
positions. Mr. Du Plessis will take over the immediate responsibility for the
Barbrook and Eersteling gold mines.

Caledonia's overall loss for the quarter was $1,072,000 ($0.004 per share). The
year-to-date loss was $2,686,000 ($0.012 per share) compared to a loss of
$1,373,000 ($0.008 per share) for the same nine-month period in 2002.

Caledonia continues to be bullish on the prospects for the precious metals
markets and believes that it is well positioned to benefit from any improvement
in the gold and platinum sectors.

DISCUSSION AND ANALYSIS ON RESULTS OF OPERATIONS

South Africa

At the Barbrook Gold Mine stope development and production reached the targeted
tonnage and exceeded the predicted grade during the quarter. Underground
production met and exceeded the target figures due to the opening of new stoping
areas. Additional crews were hired and improved underground infrastructure has
been installed. Stope preparation in the main stoping areas has been advanced
that should ensure that future targeted tonnages are met.

The mill operated throughout the quarter but excessive end liner wear restricted
throughput to 10,171 tonnes from the targeted 6,000 tonnes per month. Treated
gold grades at 6.5 g/t were about 9% above the target. The mill end plates were
temporarily repaired and thereafter the mill throughputs reached the target
levels. The erratic and high sulphide content of the fresh underground ore led
to difficulties in flotation control and reduced the gold recovery. To
compensate for variable sulphide feed, an Imhoflot cleaner section has been
installed which will further upgrade the flotation concentrate grade and reduce
the concentrate mass generated. This addition will also improve the gold
leaching recovery in the RIL section. The recently mined ore, although of
significantly higher grade contains a much higher level of refractory gold in
the form of arsenopyrite than had previously been encountered. This higher grade
gold associated mineral gives much lower gold recovery than the more normal
quartz, pyrite and pyrrhotite associated gold. Overall plant gold recovery for
the quarter was unacceptably low at just over 30% compared to the target of 70%.
The gold recovery should increase significantly with the introduction of the
Imhoflot cleaner section and improvements in the RIL circuit. Alternative
metallurgical equipment is also being investigated and the metallurgical
management is being further upgraded.

<PAGE>

The Rooipoort Exploration Project, approximately 8 kilometres east of
Potgietersrus and about 30 km southwest of Caledonia's Eersteling gold mine in
the Limpopo province of South Africa is considered to be highly prospective for
platinum deposits. Based on the comprehensive desk study completed in the 2nd
quarter of this year, that was based on the high resolution airborne geophysics
and the down dip drilling on the adjacent farm undertaken by Anglo Platinum/JCI
and Falconbridge during the 1970's, an initial stratographic drilling program
was developed. This drill program has been costed and contracts for the initial
diamond drilling and assaying of the core generated have been negotiated. The
previously mentioned desk study has confirmed the likely presence of Merensky
like and UG-2 like platinum reefs, and potentially the continuation of the Plat
reef mineralization, on the property. These three reefs are the dominant
platinum bearing reefs in the Bushveld geological Complex found in the Rooipoort
area.

A trenching program to investigate these occurrences commenced in late August
2003 and was abandoned due to the depth of soil and colluvium (3 to 15 m) in the
area. Sampling, assaying and quality control (QC) programs have been put in
place prior to the start of the trenching and the mobilisation of the drills.
Drilling commenced in September 2003 and this initial 15-hole program will be
completed in the fourth quarter. Further announcements can be expected in the
near future.

The Eersteling Gold Mine remained on care and maintenance during the quarter. A
hydrological survey was carried out in the quarter preparatory to the
commencement of shaft dewatering. It is planned that the Eersteling gold mine's
return to commercial production will be delayed until the results of the
exploration program at Eersteling's Roodepoort property located just east of the
Eersteling metallurgical plant are received and evaluated. The Roodepoort
property, fully owned by Eersteling, is thought to be prospective for a shallow,
open-pit gold deposit.

At the Goedgevonden diamond prospect near Stilfontein in North West Province
more detailed ground gravimetric and magnetometric surveys were conducted in the
2nd quarter over the pipe and other prospective targets in the area. This survey
has indicated the existence of a northward extension to the known pipe that
potentially increases its size by 30%. This extension has not been previously
tested.

On the Eleazar diamond property, 5 km northeast of Goedgevonden a further survey
was conducted. This survey, centered over a prominent shallow depression has
shown a gravity anomaly that may indicate the presence of a previously unknown
kimberlite.

Zambia

Caledonia and their joint venture partners, Motapa Diamonds Inc., are planning
this year's exploration program for the Mulonga Plain joint venture. At the
Kashiji Plain licence area a number of aero magnetic generated geophysical
anomalies will be evaluated by ground geophysics The next phase of exploration
will include further aero-magnetic surveys over a new area of anomalous
kimberlite indicator mineral values. An extension of the Kashiji Plain licence
area is being sought. Any new targets of merit will then be drill tested. On the
Mulonga Plain licence, work will be concentrated in the southeastern portion of
the Mulonga Plain anomaly to follow-up on the encouraging geochemical results
obtained last year. The complex geomorphic evolution of Mulonga Plain requires a
reappraisal of the large amount of accumulated information to more accurately
define the appropriate future exploration methodology.

Elsewhere in Zambia, the Luamfula, Ngosa and Konkola West prospecting licences
were renewed for a two-year period. These licence areas form part of the
Kalimba/Nama licence group and are prospective for copper, cobalt and nickel.
Interest has been expressed by a Zambian mining company for a source of
cobalt/copper concentrate suitable for their Zambian operation. An evaluation is
being conducted to determine if such a concentrate could be produced at Nama
from the higher cobalt/copper anomaly "A" area. This shallow partially-oxidized
"A" deposit was discovered by Caledonia in 1995/1996. The "A" anomaly is only
one of several cobalt anomalous areas that combine to a resource of about a
billion tonnes of low-grade cobalt/copper

<PAGE>

shallow mineralization. Nama is located immediately west and adjacent to the
Konkola mining area on Zambia's famous Copperbelt.

Canada

Kikerk Lake

The property is located in the Coronation Gulf region of Nunavut. The
diamondiferous Potentilla and Stellaria kimberlites were identified on the
property in 2001 and 2002 respectively.

The summer portion of the 2003 exploration program has now been completed. A
total of 100 samples were taken from 6 discrete areas across the claims. This
sampling was carried out to follow-up on a number of unexplained indicator
mineral and geophysical anomalies through heavy mineral sampling, ground
geophysical surveys and prospecting. The samples will be analysed and the
information used to determine the termination of indicator mineral trains.

As part of the requirements for taking them to lease, all claims were surveyed
during the quarter. The Mining Recorder is now reviewing these lease
applications.

Exploration on the Kikerk Lake property is governed by a joint venture agreement
among Ashton Mining of Canada (Ashton), Caledonia and Stornoway Diamond
Corporation (Stornoway), the successor company of Northern Empire Minerals
Limited. In 2003, Caledonia's joint venture parties have spent an amount of
about $575,000 on the Kikerk Lake property. Ashton has a 52.5 percent interest
in the property and has exercised an option with Caledonia to increase its
interest to 59.5 percent. Stornoway has a 30 percent joint venture interest and
has participated in the recent programs. Caledonia has a fully carried interest
in the property until a "fully-engineered" feasibility study has been completed.

Financing

In the quarter, Caledonia raised $5 million, before closing costs, through the
sale of up to 20 million units under a private placement financing. Each unit
was priced at $0.25 and comprised one common share of Caledonia and one half
common share warrant. Each full warrant entitled the holder to purchase one
common share of Caledonia at a price of $0.35 for a period of eighteen months
from the date of closing. The funds raised are being used to finance full
production of the Barbrook Gold Mine, Caledonia's ongoing exploration activities
in Southern Africa, and for general corporate purposes.

On behalf of the Board of Directors

(signed) S.E. Hayden,
Chairman of the Board, President and
Chief Executive Officer
November 25th 2003

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements based on current
expectations. These forward-looking statements entail various risks and
uncertainties that could cause actual results to differ materially from those
reflected. Risk and uncertainties about Caledonia's business are more fully
described in the Management's Discussion and Analysis published in Caledonia's
Annual Report, Form 20F and the Annual Information Form.

<PAGE>
                          CALEDONIA MINING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 30,    DECEMBER 31,
(UNAUDITED)                                                                             2003           2002
- -----------                                                                        ------------     -----------
<S>                                                                                <C>              <C>
ASSETS

Current

       Cash and short term deposits                                                $      4,228     $     1,864

       Accounts receivable                                                                  269             113

       Prepaid expenses                                                                     126             117
                                                                                   ------------     -----------
                                                                                          4,623           2,094
INVESTMENT AT COST                                                                           79              79

CAPITAL ASSETS                                                                            8,123           7,715

MINERAL PROPERTIES                                                                       16,070          14,879
                                                                                   ------------     -----------
                                                                                   $     28,895     $    24,767
                                                                                   ------------     -----------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current

       Accounts payable                                                            $         916    $      1,267

       Loan payable                                                                           25              69
                                                                                   -------------    ------------
                                                                                             941           1,336
PROVISION FOR SITE RESTORATION                                                               524             506

NON-CONTROLLING INTEREST                                                                     774             774
                                                                                   -------------    ------------
                                                                                           2,239           2,616
                                                                                   -------------    ------------
SHAREHOLDERS' EQUITY (note 1)

       Share capital                                                                     156,596         149,623

       Contributed surplus                                                                   209             209

       Broker compensation warrants                                                          395             177

       Deficit                                                                          (130,544)       (127,858)
                                                                                   -------------    ------------
                                                                                          26,656          20,151
                                                                                   -------------    ------------
                                                                                   $      28,895    $     24,767
                                                                                   =============    ============
</TABLE>

On behalf of the Board:

________________________  Director
(signed) J. Johnstone

________________________  Director
(signed) F. C. Harvey

<PAGE>
                          CALEDONIA MINING CORPORATION
                       CONSOLIDATED STATEMENTS OF DEFICIT
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                       THREE MONTH PERIOD                      NINE MONTH PERIOD
                                       ENDED SEPTEMBER 30,                    ENDED SEPTEMBER 30,
(UNAUDITED)                       2003         2002         2001        2003         2002         2001
- -----------                    ---------    ---------    ---------    ---------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>          <C>          <C>
DEFICIT, Beginning of period   ($129,472)   ($124,364    ($122,812    ($127,858    ($123,527    ($122,332

NET (LOSS) FOR THE PERIOD         (1,072)        (536)        (465)      (2,686)      (1,373)        (945)
                               ---------    ---------    ---------    ---------    ---------    ---------
DEFICIT, End of period         ($130,544)   ($124,900    ($123,277    ($130,544    ($124,900    ($123,277
                               =========    =========    =========    =========    =========    =========
</TABLE>

                          CALEDONIA MINING CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                             THREE MONTH PERIOD           NINE MONTH PERIOD
                                             ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
(UNAUDITED)                               2003       2002     2001     2003       2002       2001
- ------------                             -------    -------  -------  -------    -------    -------
<S>                                      <C>        <C>      <C>      <C>        <C>        <C>
REVENUE AND OPERATING COSTS

 Revenue from sales                      $   259     $    2   $   11  $   312     $   32     $   44

 Operating costs                             921        143      149    2,225        346        162
                                         -------    -------  -------  -------    -------    -------
GROSS MARGIN (LOSS)                         (662)      (141)    (138)  (1,913)      (314)      (118)
                                         -------    -------  -------  -------    -------    -------
COSTS AND EXPENSES

 General and administrative                  378        472      257    1,006      1,060        779

 Interest                                     33          -       26       97         24         64

 Other expense (income) (note 2)              (1)       (77)      44     (330)       (23)       (16)
                                         -------    -------  -------  -------    -------    -------
                                             410        395      327      773      1,061        827
                                         -------    -------  -------  -------    -------    -------
(LOSS) BEFORE NON-CONTROLLING INTEREST    (1,072)      (536)    (465)  (2,686)    (1,375)      (945)

 Non-controlling interest                      -          -        -        -         (2)         -
                                         -------    -------  -------  -------    -------    -------
NET (LOSS) FOR THE PERIOD                ($1,072)   ($  536) ($  465) ($2,686)   ($1,373)   ($  945)
                                         =======    =======  =======  =======    =======    =======
(LOSS) PER SHARE
 Basic                                   ($0.004)   ($0.003) ($0.003) ($0.012)   ($0.008)   ($0.006)
                                         =======    =======  =======  =======    =======    =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                          THREE MONTH PERIOD            NINE MONTH PERIOD
                                                                          ENDED SEPTEMBER 30,          ENDED SEPTEMBER 30,
(UNAUDITED)                                                            2003      2002      2001      2003      2002      2001
- -----------                                                           -------   -------   -------   -------   -------   -------
<S>                                                                   <C>       <C>       <C>       <C>       <C>       <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
 Net (loss) for the period                                            ($1,072)  ($  536)  ($  465)  ($2,686)  ($1,373)  ($  945)
 Items not involving cash
  Change in provision for site restoration                                  -         -         -        18        (2)        -
  Non-controlling interest                                                  -         -         -         -         -         -
                                                                      -------   -------   -------   -------   -------   -------
                                                                       (1,072)     (536)     (465)   (2,668)   (1,375)     (945)
 Change in non-cash working capital balances                             (180)     (169)     (264)     (516)      (83)      (98)
                                                                      -------   -------   -------   -------   -------   -------
                                                                       (1,252)     (705)     (729)   (3,184)   (1,458)   (1,043)
                                                                      -------   -------   -------   -------   -------   -------
INVESTING ACTIVITIES

 Purchase of investment                                                     -         -         -         -       (79)        -

 Expenditures on capital assets                                          (214)     (159)       51      (408)     (186)       51

 Expenditures on mineral properties                                      (110)      (46)        -    (1,191)      (59)        -
                                                                      -------   -------   -------   -------   -------   -------
                                                                         (324)     (205)       51    (1,599)     (324)       51
                                                                      -------   -------   -------   -------   -------   -------
FINANCING ACTIVITIES

 Loan payable                                                               -         -         -       (44)   (1,030)        -

 Issue of share capital and compensation warrants net of issue costs    4,671     1,448       668     7,191     4,120       960
                                                                      -------   -------   -------   -------   -------   -------
                                                                        4,671     1,448       668     7,147     3,090       960
                                                                      -------   -------   -------   -------   -------   -------
INCREASE (DECREASE) IN CASH FOR THE PERIOD                              3,095       538       (10)    2,364     1,308       (32)

CASH AND CASH EQUIVALENTS, beginning of period                          1,133       860        53     1,864        90        75
                                                                      -------   -------   -------   -------   -------   -------
CASH AND CASH EQUIVALENTS, end of period                              $ 4,228   $ 1,398   $    43   $ 4,228   $ 1,398   $    43
                                                                      =======   =======   =======   =======   =======   =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED)

CERTIFICATION

The Chief Executive Officer and the Vice President Finance confirm the veracity
and soundness of these financial and operating results and have provided the
board of directors with confirmation supporting this.

BASIS OF PRESENTATION

These financial statements have been prepared on the basis of a going concern,
which contemplates that the Company will be able to realize assets and discharge
liabilities in the normal course of business. The Company's ability to continue
as a going concern is dependent upon attaining profitable operations and
obtaining sufficient financing to meet its liabilities, its obligations with
respect to operating expenditures and expenditures required on its mineral
properties.

MEASUREMENT UNCERTAINTIES

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. The more significant areas
requiring estimates relate to mineral resources, future cash flows associated
with capital assets and mineral properties. Management's calculation of mineral
resources and cash flows are based upon engineering and geological estimates and
financial estimates including gold prices and operating costs. Actual results
could differ from those estimated.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
together with all its subsidiaries.

The Company's principal consolidated subsidiaries are Barbrook Mines Limited
(100% owned) ("Barbrook"), Eersteling Gold Mining Company Limited (96% owned)
("Eersteling") and Caledonia Mining (Zambia) Limited, Caledonia Kadola Limited,
Caledonia Nama Limited and Caledonia Western Limited (all 100% owned)
(collectively known as "Caledonia Zambia").

FINANCIAL DISCLOSURE NOTE

The unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles for interim
reporting. In the opinion of management all adjustments required for a fair
presentation are included in these statements in accordance with the accounting
policies of the Company. The interim consolidated financial statements should be
read in conjunction with the year end 2002 audited financial statements for the
detailed note disclosure which is not materially different to these interim
financial statements.

1.       SHARE CAPITAL

         Issued and Outstanding

         On January 6, 2003, the Company concluded a private placement financing
         for $3.0 million gross proceeds comprised of 12,000,000 units. Each
         unit is comprised of one common share and one half common share
         purchase warrant issued at $0.25 per unit. In addition, a total of
         1,200,000 whole broker warrants were issued with each warrant
         exchangeable for one whole common share. Whole warrants are
         exchangeable for shares at $0.33 per share for a period of one year
         from closing. A total of 6,720,000 units and 672,000 whole broker
         warrants were closed on December 31, 2002 for gross proceeds of
         $1,680,000. The balance of the private placement of $1,320,000 was
         closed on January 6, 2003. The remaining 528,000 broker compensation
         warrants were issued upon closing at an assigned value of $0.11 per
         warrant for a total consideration of $58,000. Share issue costs
         associated with the January 6, 2003 closing amounted to $119,000 and
         have been charged to share capital.

         During the third quarter of 2003, the Company concluded a private
         placement financing for $5.0 million gross proceeds comprised of
         20,000,000 units. Each unit is comprised of one common share and one
         half common share purchase warrant

<PAGE>

         issued at $0.25 per unit. In addition, a total of 2,000,000 whole
         broker warrants were issued with each warrant exchangeable for one
         whole common share. Whole warrants are exchangeable for shares at $0.35
         per share for a period of eighteen months from the date of closing. The
         2,000,000 broker compensation warrants issued upon closing were
         assigned a value of $0.08 per warrant for total consideration of
         $160,000. Share issue costs of $540,000 and have been charged to share
         capital.

         During the first nine months of the year a total of 7,405,706 common
         share were issued pursuant to the exercise of common share purchase
         warrants for total proceeds of $1,446,000 and 106,475 common shares
         were issued for the exercise of stock options for proceeds of $40,000.

         As of September 30, 2003 the Company has 244,587,452 common shares
         outstanding (December 31, 2002 - 211,795,270). The basic loss per share
         has been calculated based upon a weighted number of common shares
         outstanding as follows:

                For the period ended September 30, 2003    -  225,326,974
                For the quarter ended September 30, 2003   -  230,502,911

         Stock Options

         Options to purchase common shares have been granted to directors,
         officers, employees and consultants at exercise prices determined by
         reference to the market value on the date of grant. Vesting of options
         is made at the discretion of the board of directors at the time the
         options are granted. As at September 30, 2003, the Company has stock
         options outstanding for the purchase of 11,398,700 common shares (as at
         December 31, 2002 - 12,680,800 common shares). All of the options
         outstanding are exercisable. A total of 106,475 options were exercised
         during the first quarter of 2003 for proceeds of $40,000. There were no
         stock options granted during the first, second or third quarters of
         2003. A total of 1,175,625 stock options expired as unexercised during
         the second quarter.

         Warrants

         As of September 30, 2003, the Company has outstanding warrants to
         purchase an aggregate of 23,136,660 common shares.

2.       OTHER EXPENSE (INCOME)

         Included in other expense (income) is an unrealized foreign exchange
         gain of $296,000 (2002 - gain of $22,000; 2001 - gain of $46,000)

<PAGE>

CORPORATE DIRECTORY

BOARD OF DIRECTORS
S. E. Hayden
J. Johnstone
F. C. Harvey
W. I. L. Forrest
C. R. Jonsson

OFFICERS
S. E. Hayden
Chairman of the Board, President and
Chief Executive Officer

F. C. Harvey
Technical Director

J. Johnstone
Vice-President Operations and
Chief Operating Officer

S. W. Poad
Vice-President Finance and
Administration

J. Smith
Vice-President Exploration

HEAD OFFICE
CANADA - HEAD OFFICE
Caledonia Mining Corporation
Unit #9
2145 Dunwin Drive
Mississauga, Ontario
L5L 4L9 Canada
Tel: (905) 607-7543
Fax: (905) 607-9806

SHARES LISTED
The Toronto Stock Exchange
Symbol "CAL'
NASDAQ OTC BB
Symbol "CALVF"

CAPITALIZATION
(September 30, 2003)
Authorized: Unlimited
number of common shares
Issued Common Shares: 244,587,452
Warrants: 23,136,660
Options: 11,398,700

SOLICITORS
Borden Ladner Gervais LLP
Suite 4100, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4 Canada

Tupper, Jonsson & Yeadon
1710-1177 West Hastings Street
Vancouver, British Columbia
V6E 2L3 Canada

AUDITORS
BDO Dunwoody LLP
Chartered Accountants
Suite 3200, 200 Bay Street
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J8 Canada

REGISTRAR &
TRANSFER AGENT
Equity Transfer Services Inc.
Suite 420
120 Adelaide Street West
Toronto, Ontario
M5H 4C3 Canada
Tel: (416) 361-0152
Fax: (416) 361-0470

BANK
Canadian Imperial Bank Of Commerce
6266 Dixie Road
Mississauga, Ontario
L5T 1A7 Canada

INTERNET
Web Site:
http://www.caledoniamining.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>t12504exv99w4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
<PAGE>

                                      2002
                              FIRST QUARTER REPORT

                      [CALEDONIA MINING CORPORATION LOGO]

                                    CALEDONIA

                               Mining Corporation

================================================================================
        UNIT #9, 2145 DUNWIN DRIVE, MISSISSAUGA, ONTARIO CANADA, L5L 4L9
              TEL: (905) 607-7543                FAX: (905) 607-9806
                 WORLD WIDE WEB: HTTP://WWW.CALEDONIAMINING.COM

<PAGE>

PRESIDENT'S REPORT

RESULTS OF OPERATIONS

SOUTH AFRICA

Gold production was resumed at Barbrook on a limited basis in February 2002.
Mining from two higher grade areas outside the normal Taylor's mining zone was
intended to allow the revised milling circuit to be evaluated on a pilot plant
scale and to provide revenue to fund a study into the feasibility of returning
the Barbrook mine to commercial gold production at an early date. While the
grades recovered are very attractive, the total tonnage mined has been below
expectations. However, the mill circuit will provide valuable information which
will be incorporated into the feasibility study. Results of this study are
expected in the second quarter.

In February, Barbrook Mines Limited, a fully owned subsidiary of Caledonia,
negotiated a loan for one million South African Rand (Cdn $ 139,860) on the
basis of a note convertible into shares of Caledonia. The note can be converted
at any time during the period ending on February 14, 2003. The borrowed funds
are being used to fund the limited scale high grade mining, the revised milling
circuit, and for the mine evaluation study at Barbook.

The Eersteling Mine continued on a care & maintenance basis during the quarter.

Drilling at the Goedgevonden diamond prospect near Stilfontein in the Klerksdorp
district of the North West Province commenced in March. A seven hole drill
program is underway which will provide a mini-bulk sample. The sample will be
processed by the Klipspringer Diamond Mine dense media separation ("DMS") plant
located near Potgietersrus in South Africa. The DMS plant has a Fluid SORTEX
diamond circuit for the recovery of diamonds. The conclusions derived from the
exploration results will announced during the second quarter.

CANADA

During March, a $1.56 million exploration program for the 2002 season was
approved and funded for the Kikerk Lake property by the other joint-venture
partners. Caledonia's current non-participating interest is 35%. One of the
program objectives is to collect up to ten tonnes of mini-bulk sample from the
Potentilla kimberlite by core drilling and to define the shape and size of the
kimberlite body. Potentilla was discovered in September 2001 and returned 230
micro-diamonds and 22 macro-diamonds from a sample of drill core. In addition to
the work at Potentilla, Ashton Mining of Canada Inc., the operator, has reported
that a detailed airborne magnetic and electromagnetic survey has been completed
over an area that includes one unexplained indicator mineral train and
Potentilla. Ground geophysical surveys will follow over anomalies identified
from the airborne magnetic surveys. Any high priority targets will be drilled
before winter breakup.

ZAMBIA

Preparatory work is being undertaken for the 2002 exploration and drilling
program at Mulonga Plain which will commence in June. A drilling contractor is
being selected by Motapa Diamonds Inc. which expects that the 15 to 20 hole
drill program should start in September. Geophysical and geochemical surveys are
also planned over the Mulonga Plain and Kashiji Plain licences. Caledonia holds
a 40% non-participating interest in the property.

At Kalimba, BHP-Billiton have given notice of their intent to withdraw from the
joint-venture agreement. Caledonia intends to review all of the work carried out
by BHP-Billiton at Kalimba in conjuction with the previous work carried out by
Caledonia. Following this review, the Corporation will seek another JV partner
for the Kalimba licence group and the Konkola West licence area.

LIQUIDITY

On April 2nd 2002 the Corporation announced its intention to raise up to Cdn $3
million through a Private Placement. This transaction was successfully concluded
and resulted in the issuance of 20,689,655 shares and 12,058,992 warrants. Each
warrant allows the holder to purchase one share of Caledonia for $0.195 until
April 12th 2004. The funds raised will be used to reduce debt, fund possible
bulk sampling and testing of the Goedgevonden diamond pipe, fund the evaluation
and potential resumption of operations at the Barbrook mine, fund the initial
prospecting on the Rooipoort, Pruissen and Vier-en-Twintig properties in
Northern Transvaal, and for general corporate purposes. Because the funding was
not completed until after March 31, 2002, it is not reflected in the quarterly
financial statements prepared as of that date.

(Signed) S.E. Hayden
Chairman, President and
Chief Executive Officer
May 8, 2002

<PAGE>

                          CALEDONIA MINING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                         MARCH 31,     DECEMBER 31,
                                            2002           2001
                                         ---------     ------------
                                        (Unaudited)
<S>                                      <C>            <C>
ASSETS

Current
   Cash and short term deposits          $     125      $      90
   Accounts receivable                          93             89
   Prepaid expenses                              5              5
                                         ---------      ---------
                                               223            184
CAPITAL ASSETS                               7,424          7,424
MINERAL PROPERTIES                          17,299         17,365
                                         ---------      ---------
                                         $  24,946      $  24,973
                                         ---------      ---------
LIABILITIES AND SHAREHOLDERS' EQUITY

Current
   Accounts payable                      $   1,741      $   1,604
   Loans payable                             1,342          1,097
                                         ---------      ---------
                                             3,083          2,701

PROVISION FOR SITE RESTORATION               1,026          1,026
NON-CONTROLLING INTEREST                       787            787
                                         ---------      ---------
                                             4,896          4,514
                                         ---------      ---------

SHAREHOLDERS' EQUITY
   Share capital                           143,986        143,986
   Deficit                                (123,936)      (123,527)
                                         ---------      ---------
                                            20,050         20,459
                                         ---------      ---------
                                         $  24,946      $  24,973
                                         =========      =========
</TABLE>

On behalf of the Board:

_____________________________   Director
(Signed) F. C. Harvey

_____________________________   Director
(Signed) J. Johnstone

<PAGE>

                          CALEDONIA MINING CORPORATION
                       CONSOLIDATED STATEMENTS OF DEFICIT
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31    2002          2001
- -----------------------------------    ----          ----
                                   (UNAUDITED)
<S>                                 <C>            <C>
DEFICIT, BEGINNING OF PERIOD        ($123,527)     ($122,332)
NET (LOSS) FOR THE PERIOD                (409)          (226)
                                    ---------      ---------
DEFICIT, END OF PERIOD              ($123,936)     ($122,558)
                                    =========      =========
</TABLE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31     2002       2001
- -----------------------------------     ----       ----
                                         (Unaudited)
<S>                                  <C>        <C>
REVENUE AND OPERATING COSTS
   Revenue from sales                 $     9    $     -
                                     --------   --------
   Operating costs                         67          -
GROSS (LOSS)                              (58)         -
                                     --------   --------
COSTS AND EXPENSES
   General and administrative             322        232
   Interest                                24         20
   Other expense (income)                   5        (26)
                                     --------   --------
                                          351        226
                                     --------   --------
NET (LOSS) FOR THE PERIOD            ($   409)  ($   226)
                                     ========   ========
(LOSS) PER SHARE
   Basic                             ($ 0.002)  ($ 0.001)
                                     ========   ========
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31                      2002       2001
- -----------------------------------                      ----       ----
                                                     (Unaudited)
<S>                                                  <C>           <C>
   CASH PROVIDED BY (USED IN)

   OPERATING ACTIVITIES

     Net (loss) for the period                         ($ 409)    ($ 226)
        Change in non-cash working capital balances       133        155
                                                       ------     ------
                                                         (276)       (71)
                                                       ------     ------

   INVESTING ACTIVITIES
     Change in mineral properties                          66          -
                                                       ------     ------

   FINANCING ACTIVITIES
     Loan payable                                         245          -
                                                       ------     ------

   INCREASE (DECREASE) IN CASH FOR THE PERIOD              35        (71)

   CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD          90         75
                                                       ------     ------
   CASH AND CASH EQUIVALENTS, END OF PERIOD             $ 125      $   4
                                                       ======     ======
</TABLE>

Financial Disclosure Note

The unaudited interim consolidated financial statements have been presented in
accordance with Canadian generally accepted accounting principles for interim
reporting. In the opinion of management all adjustments required for a fair
presentation are included in these statements in accordance with the accounting
policies of the Corporation. The interim consolidated financial statements
should be read in conjunction with the year end 2001 audited financial
statements for the detailed note disclosure which is not materially different to
these interim financial statements.

<PAGE>

CORPORATE DIRECTORY

BOARD OF DIRECTORS
S. E. Hayden
J. Johnstone
F. C. Harvey
W. I. L. Forrest
C. R. Jonsson

OFFICERS
S. E. Hayden
Chairman of the Board, President and
Chief Executive Officer

F. C. Harvey
Technical Director

J. Johnstone
Vice-President Operations and
Chief Operating Officer

S. W. Poad
Vice-President Finance and
Administration

J. Smith
Vice-President Exploration

HEAD OFFICE
CANADA - HEAD OFFICE
Caledonia Mining Corporation
Unit #9
2145 Dunwin Drive
Mississauga, Ontario
L5L 4L9 Canada
Tel: (905) 607-7543
Fax: (905) 607-9806

SHARES LISTED
The Toronto Stock Exchange
Symbol "CAL'
NASDAQ OTC BB
Symbol "CALVF"

CAPITALIZATION
(March 31, 2002)
Authorized: Unlimited
number of common shares
Issued Common Shares: 165,202,115
Warrants: 17,000,000
Options: 2,525,800

SOLICITORS
Borden Ladner Gervais LLP
Suite 4100, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4 Canada

Tupper, Jonsson & Yeadon
1710-1177 West Hastings Street
Vancouver, British Columbia
V6E 2L3 Canada

AUDITORS
BDO Dunwoody LLP
Chartered Accountants
Suite 3200, 200 Bay Street
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J8 Canada

REGISTRAR &
TRANSFER AGENT
Equity Transfer Services Inc.
Suite 420
120 Adelaide Street West
Toronto, Ontario
M5H 4C3 Canada
Tel: (416) 361-0152
Fax: (416) 361-0470

BANK
Canadian Imperial Bank Of Commerce
6266 Dixie Road
Mississauga, Ontario
L5T 1A7 Canada

INTERNET
Web Site:
http://www.caledoniamining.com


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>t12504exv99w5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<PAGE>

                                      2002
                             SECOND QUARTER REPORT

                      [CALEDONIA MINING CORPORATION LOGO]

                                   CALEDONIA

                               MINING CORPORATION

================================================================================
        UNIT #9, 2145 DUNWIN DRIVE, MISSISSAUGA, ONTARIO CANADA, L5L 4L9
            TEL: (905) 607-7543                   FAX: (905) 607-980
                     WEBSITE: HTTP://WWW.CALEDONIAMINING.COM

<PAGE>

PRESIDENT'S REPORT

PROPERTIES UPDATE

SOUTH AFRICA

The geological re-evaluation of the Taylor's section of the Barbrook Mine has
been completed. A mining plan is now being developed to initially mine 6,000
tonnes of ore per month from underground together with schedules to increase
this mining rate progressively. A development program has been prepared which
encompasses the necessary stope preparation as well as exploratory development
to test the validity of the geological planning model and to evaluate additional
stoping areas.

Rehabilitation of the underground, metallurgical plant and surface facilities is
in progress and includes the design and construction of revisions to the
metallurgical plant to include the PreOx process developed by Caledonia, the
resin gold recovery process developed by MINTEK, and the re-establishing of the
underground facilities such as ladder-ways, power, water and compressed air
circuits. Gold production is expected to commence in the 4th quarter.

A mini-bulk sample was collected from seven RC holes drilled into the
Goedgevonden kimberlitic pipe. A total of 56 tonnes was collected and processed
through a dense media separation plant. The Goedgevonden pipe was confirmed to
be diamondiferous and sufficient gem quality diamonds, including a number of
pink stones, were recovered to warrant a subsequent 8,000 to 10,000 tonne bulk
sampling program. Dependent on regulatory approvals this program will commence
during the fourth quarter.

Caledonia has acquired the exploration rights over the Syferfontein kimberlite
pipe which is approximately one kilometre NE of the Goedgevonden pipe, and other
adjacent areas of exploration interest. Reports of work conducted by others in
1997 confirm that the Syferfontein pipe is diamondiferous and recommend a
mini-bulk sampling program. Caledonia plans to initiate this program during the
fourth quarter.

ZAMBIA

Caledonia's joint venture partner and operator of the Mulonga Plains JV, the BHP
Entity has commenced the geophysical (both airborne and ground) and geochemical
surveys on the Mulonga Plain and Kashiji Plain licence areas prior to the
commencement of the drilling program during August 2002.

CANADA

During the quarter, Ashton Mining of Canada ("Ashton") Caledonia's joint-venture
partner and operator of the programs, announced the successful collection of a
5.5 tonne mini-bulk sample from the Potentilla kimberlite and the discovery of
the Stellaria kimberlite on the Kikerk Lake property in Nunavut. Results from
the mini-bulk sample, which is now being processed are expected late in the 3rd
quarter. Subsequently, Ashton has reported that the Stellaria kimberlite,
located 700 m east of Potentilla is diamondiferous.

Drill core from Stellaria was processed in Ashton's North Vancouver laboratory
and produced the following results:

<TABLE>
<CAPTION>
Sample Weight                                Numbers of Diamonds
    (Kg)                    ---------------------------------------------------
<S>                         <C>                              <C>
                                   Micro                            Macro
                               0.1 -  0.5 mm                       > 0.5 mm
                            (in two dimensions)              (in one dimension)

   105.4                            66                          13 (Note 1)
</TABLE>

         NOTE 1: One of the macrodiamonds is greater than 0.5 mm in two
                 dimensions and measures 0.8 x 0.6 x 0.4 mm.

<PAGE>

The summer exploration program at Kikerk Lake has commenced and will investigate
a number of unexplained indicator mineral anomalies and will include further
prospecting and additional detailed heavy mineral sampling. The program will
also include drilling of the Stellaria pipe as well as further drilling along
the defined linear geophysical feature associated with Stellaria. The objective
is to better define the size and orientation of the kimberlite body and
determine if it is a structurally controlled dyke.

SHARE CAPITAL CHANGES

Caledonia completed a private placement during the second quarter raising net
proceeds of $2.7 million. The funds were used to reduce debt by $1.3 million and
to finance the activities at the Barbrook mine site. Subsequent to the end of
the quarter, 17,000,000 common share purchase warrants were exercised providing
a further $1.3 million of financing. 10,000,000 share options were granted to
the directors of the Corporation at an exercise price of 23.5 cents and 225,000
share options have been granted to two of the officers of the Corporation at an
exercise price of 34.5 cents.

(signed) S.E. Hayden
Chairman, President and
Chief Executive Officer
August 26, 2002

<PAGE>

                          CALEDONIA MINING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                             JUNE 30,     DECEMBER 31,
(UNAUDITED)                                    2002          2001
- -----------                                    ----          ----
<S>                                         <C>           <C>
ASSETS

CURRENT

  CASH AND SHORT TERM DEPOSITS              $     860      $      90

  ACCOUNTS RECEIVABLE                              99             89

  PREPAID EXPENSES                                  5              5
                                            ---------      ---------
                                                  964            184
INVESTMENT (NOTE 1)                                79              -

CAPITAL ASSETS                                  7,451          7,424

MINERAL PROPERTIES                             17,378         17,365
                                            ---------      ---------
                                            $  25,872      $  24,973
                                            ---------      ---------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT

  ACCOUNTS PAYABLE                          $   1,700      $   1,604

  LOAN PAYABLE                                     67          1,097
                                            ---------      ---------
                                                1,767          2,701
PROVISION FOR SITE RESTORATION                  1,026          1,026

NON-CONTROLLING INTEREST                          785            787
                                            ---------      ---------
                                                3,578          4,514
                                            ---------      ---------

SHAREHOLDERS' EQUITY

  SHARE CAPITAL (NOTE 2)                      146,658        143,986

  DEFICIT                                    (124,364)      (123,527)
                                            ---------      ---------
                                               22,294         20,459
                                            ---------      ---------
                                            $  25,872      $  24,973
                                            =========      =========
</TABLE>

ON BEHALF OF THE BOARD:

_________________________  DIRECTOR
(SIGNED) J. JOHNSTONE

_________________________  DIRECTOR
(SIGNED) F. C. HARVEY

<PAGE>

                       CONSOLIDATED STATEMENTS OF DEFICIT
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                       THREE MONTH PERIOD             SIX MONTH PERIOD
                                         ENDED JUNE 30,                ENDED JUNE 30,
(UNAUDITED)                            2002          2001            2002           2001
- -----------                            ----          ----            ----           ----
<S>                                 <C>            <C>            <C>            <C>
DEFICIT, BEGINNING OF PERIOD        ($123,936)     ($122,558)     ($123,527)     ($122,332)
NET (LOSS) FOR THE PERIOD                (428)          (254)          (837)          (480)
                                    ---------      ---------      ---------      ---------
DEFICIT, END OF PERIOD              ($124,364)     ($122,812)     ($124,364)     ($122,812)
                                    =========      =========      =========      =========
</TABLE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                            THREE MONTH PERIOD     SIX MONTH PERIOD
                                              ENDED JUNE 30,        ENDED JUNE 30,
(UNAUDITED)                                   2002       2001       2002      2001
- -----------                                   ----       ----       ----      ----
<S>                                         <C>        <C>        <C>       <C>
REVENUE AND OPERATING COSTS
  REVENUE FROM SALES                         $   24     $   33     $   30    $    33
  OPERATING COSTS                               136         13        203         13
                                            -------    -------    -------   --------
GROSS PROFIT (LOSS)                            (112)        20       (173)        20
                                            -------    -------    -------   --------
EXPENSES
  GENERAL AND ADMINISTRATIVE                    266        290        588        522
  INTEREST                                        -         18         24         38
  OTHER EXPENSE (INCOME)                         49        (34)        54        (60)
                                            -------    -------    -------   --------
                                                315        274        666        500
                                            -------    -------    -------   --------
(LOSS) BEFORE NON-CONTROLLING INTEREST         (430)      (254)      (839)      (480)
  NON-CONTROLLING INTEREST                       (2)         -         (2)         -
                                            -------    -------    -------   --------
NET (LOSS) FOR THE PERIOD                   ($  428)   ($  254)   ($  837)  ($   480)
                                            -------    -------    -------   --------
(LOSS) PER SHARE
  BASIC                                     ($0.003)   ($0.002)   ($0.005)  ($ 0.003)
                                            =======    =======    =======   ========
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                       THREE MONTH PERIOD         SIX MONTH PERIOD
                                                         ENDED JUNE 30,            ENDED JUNE 30,
(UNAUDITED)                                             2002         2001         2002         2001
- -----------                                             ----         ----         ----         ----
<S>                                                   <C>          <C>          <C>          <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
  NET (LOSS) FOR THE PERIOD                           ($  428)     ($  254)     ($  837)     ($  480)
ITEMS NOT INVOLVING CASH                                   (2)           -           (2)           -
                                                      -------      -------      -------      -------
                                                         (430)        (254)        (839)        (480)
CHANGES IN NON-CASH WORKING CAPITAL                       (47)          11           86          166
                                                      -------      -------      -------      -------
                                                         (477)        (243)        (753)        (314)
                                                      -------      -------      -------      -------
INVESTING ACTIVITIES
  PURCHASE OF INVESTMENT (NOTE 1)                         (79)           -          (79)           -
  CAPITAL ASSETS AND MINERAL PROPERTIES                  (106)           -          (40)           -
                                                      -------      -------      -------      -------
                                                         (185)           -         (119)           -
                                                      -------      -------      -------      -------

FINANCING ACTIVITIES
  LOAN PAYMENT                                         (1,275)           -       (1,030)           -
  SHARES ISSUED - NET OF ISSUE COSTS (NOTE 2)           2,672          292        2,672          292
                                                      -------      -------      -------      -------
                                                        1,397          292        1,642          292
                                                      -------      -------      -------      -------

INCREASE (DECREASE) IN CASH FOR THE PERIOD                735           49          770          (22)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            125            4           90           75
                                                      -------      -------      -------      -------
CASH AND CASH EQUIVALENTS, END OF PERIOD               $  860       $   53       $  860       $   53
                                                      =======      =======      =======      =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED)

BASIS OF PRESENTATION

These financial statements have been prepared on the basis of a going concern,
which contemplates that the Company will be able to realize assets and discharge
liabilities in the normal course of business. The Company's ability to continue
as a going concern is dependent upon attaining profitable operations and
obtaining sufficient financing to meet its liabilities, its obligations with
respect to operating expenditures and expenditures required on its mineral
properties.

MEASUREMENT UNCERTAINTIES

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. The more significant areas
requiring estimates relate to mineral resources, future cash flows associated
with capital assets and mineral properties. Management's calculation of mineral
resources and cash flows are based upon engineering and geological estimates and
financial estimates including gold prices and operating costs. Actual results
could differ from those estimated.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
together with all its subsidiaries.

The Company's principal consolidated subsidiaries are Barbrook Mines Limited
(100% owned) ("Barbrook"), Eersteling Gold Mining Company Limited (96% owned)
("Eersteling") and Caledonia Mining (Zambia) Limited, Caledonia Kadola Limited,
Caledonia Nama Limited and Caledonia Western Limited (all 100% owned)
(collectively known as "Caledonia Zambia").

FINANCIAL DISCLOSURE NOTE

The unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles for interim
reporting. In the opinion of management all adjustments required for a fair
presentation are included in these statements in accordance with the accounting
policies of the Company. The interim consolidated financial statements should be
read in conjunction with the year end 2001 audited financial statements for the
detailed note disclosure which is not materially different to these interim
financial statements.

1.       INVESTMENT

         On May 9, 2002 the Corporation participated in a private placement of
         Motapa Diamonds Inc. in an amount of $50,000 US ($79,000 Canadian).
         Motapa Diamonds Inc. is the Corporation's joint venture partner on the
         Mulonga Plain diamond exploration project in Zambia.

2.       SHARE CAPITAL

         On April 12, 2002 the Corporation completed a private placement for
         $2,672,000 net of $328,000 of share issue costs. The issue price was
         $0.145 per unit, each unit being comprised of one common share and one
         half common share purchase warrant exercisable at $0.195 per whole
         common share purchase warrant for a period of two years from the issue
         date. A total of 20,689,655 shares were issued pursuant to the private
         placement.

         As of June 30, 2002 the Corporation had 185,891,770 common shares
         outstanding. The basic loss per share has been calculated based upon a
         weighted number of common shares outstanding as follows:

For the year to date period ended June 30, 2002      -       174,232,406
For the quarter period ended June 30, 2002           -       183,163,464

<PAGE>

CORPORATE DIRECTORY

BOARD OF DIRECTORS
S. E. Hayden
J. Johnstone
F. C. Harvey
W. I. L. Forrest
C. R. Jonsson

OFFICERS
S. E. Hayden
Chairman of the Board, President and
Chief Executive Officer

F. C. Harvey
Technical Director

J. Johnstone
Vice-President Operations and
Chief Operating Officer

S. W. Poad
Vice-President Finance and
Administration

J. Smith
Vice-President Exploration

HEAD OFFICE
CANADA - HEAD OFFICE
Caledonia Mining Corporation
Unit #9
2145 Dunwin Drive
Mississauga, Ontario
L5L 4L9 Canada
Tel: (905) 607-7543
Fax: (905) 607-9806

SHARES LISTED
The Toronto Stock Exchange
Symbol "CAL'
NASDAQ OTC BB
Symbol "CALVF"

CAPITALIZATION
(June 30, 2002)
Authorized: Unlimited
number of common shares
Issued Common Shares: 185,891,770
Warrants: 29,068,992
Options: 2,525,800

SOLICITORS
Borden Ladner Gervais LLP
Suite 4100, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4 Canada

Tupper, Jonsson & Yeadon
1710-1177 West Hastings Street
Vancouver, British Columbia
V6E 2L3 Canada

AUDITORS
BDO Dunwoody LLP
Chartered Accountants
Suite 3200, 200 Bay Street
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J8 Canada

REGISTRAR &
TRANSFER AGENT
Equity Transfer Services Inc.
Suite 420
120 Adelaide Street West
Toronto, Ontario
M5H 4C3 Canada
Tel: (416) 361-0152
Fax: (416) 361-0470

BANK
Canadian Imperial Bank Of Commerce
6266 Dixie Road
Mississauga, Ontario
L5T 1A7 Canada

INTERNET
Web Site:
http://www.caledoniamining.com


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>t12504exv99w6.txt
<DESCRIPTION>EXHIBIT 99.6
<TEXT>
<PAGE>

                                      2002
                              THIRD QUARTER REPORT

                      [CALEDONIA MINING CORPORATION LOGO]

                                   CALEDONIA

                               Mining Corporation

================================================================================
        UNIT #9, 2145 DUNWIN DRIVE, MISSISSAUGA, ONTARIO CANADA, L5L 4L9
             TEL: (905) 607-7543                 FAX: (905) 607-9806
                 WORLD WIDE WEB: HTTP://WWW.CALEDONIAMINING.COM

<PAGE>

PRESIDENT'S REPORT

RESULTS OF OPERATIONS

SOUTH AFRICA

The re-equipping and stope development in the Taylors section of Barbrook Mines
Limited commenced during the quarter and is continuing into the fourth quarter.
The mining program is now operative on stope development ore. The underground
mining rate will increase to 6,000 tonnes of ore per month early in 2003. The
second phase of the development program which allows access to additional
stoping areas and provides a platform to explore and to evaluate other stoping
areas has been prepared and will follow the current development program. The
evaluation of other areas of the mine for early ore production is continuing.

Rehabilitation of the underground, metallurgical plant and surface facilities is
progressing well and includes the design and construction of revisions to the
metallurgical plant to include the PreOx process developed by Caledonia, the
resin gold recovery process developed by MINTEK, and re-establishing of
underground facilities such as ladder-ways, services and ventilation circuits.

Delivery of the first underground ore and commissioning of the metallurgical
plant will commence during the fourth quarter 2002.

Planning of the second bulk sampling program of the Goedgevonden kimberlite pipe
is well advanced and this sampling will commence around year end. The results
from this program will dictate the nature of future bulk sampling and
exploration programs. Caledonia has also acquired options over portions of two
adjacent areas of interest on the farms Eleazar and Buffeldoorn. Over 20
geophysical targets have been identified and these will be followed up by a
geophysical gravity survey and loam sampling and will then be drill tested for
kimberlites as necessary.

ZAMBIA

Eight holes totalling 1,450 meters were drilled on the Mulonga Plain property
during the quarter to test a variety of geophysical anomalies. Drilling will be
carried out on the Kashiji Plain licence area in the fourth quarter to test a
number of targets. Samples from the Mulonga drilling program are currently
undergoing petrographic and geochemical analysis. Caledonia's joint venture
partner and operator of the programs, the BHP Entity will use these results to
develop future drilling programs for Mulonga.

CANADA

During the quarter, Ashton Mining of Canada ("Ashton") Caledonia's joint-venture
partner and operator of the programs, reported diamond results for a 5.83 tonne
mini-bulk sample collected from the Potentilla kimberlite in May 2002 by Ashton.
Discovered in September 2001, Potentilla is located on the Kikerk Lake property
in the Coronation Gulf region of Nunavut.

         MINI-BULK SAMPLE RESULTS

The Potentilla kimberlite contains two phases: an upper kimberlite breccia
underlain by hypabyssal kimberlite. The 5.83 tonne mini-bulk sample consisted of
4.48 tonnes of kimberlite breccia and 1.35 tonnes of hypabyssal kimberlite. The
previous definition drilling data indicate that Potentilla has maximum surface
dimensions of 110 m x 50 m.

Bulk sample results were reported by Ashton on September 16th and are summarized
as follows:

<PAGE>

SUMMARY OF DIAMOND RESULTS

<TABLE>
<CAPTION>
                                            DIAMONDS           DIAMONDS
                           SAMPLE           RECOVERED          RECOVERED           ESTIMATED DIAMOND
KIMBERLITE                 WEIGHT           (>0.8 mm)          (>1.0 mm)             CONTENT (cpht)
TYPE                      (TONNES)          (CARATS)           (CARATS)           (DIAMONDS > 1.0 mm)
- ----                      --------          --------           --------           -------------------
<S>                       <C>               <C>                <C>                <C>
Breccia                     4.48              1.07               0.86                    19.20
Hypabyssal                  1.35              0.21               0.16                    11.85
                            ----              ----               ----                    -----
TOTAL                       5.83              1.28               1.02                    17.50
</TABLE>

The largest diamond recovered was a 0.34 carat colourless composite crystal with
small inclusions and came from the breccia. The second largest diamond, a 0.09
carat stone, was recovered from the hypabyssal phase. A total of 1.02 carats of
diamonds larger than 1.00 mm., using a square screen aperture were recovered
from the mini-bulk sample. This represents an estimated diamond content of 17.5
carats per hundred tonnes ("cpht").

         KIKERK LAKE PROPERTY SUMMER EXPLORATION PROGRAM

In addition to the collection of the Potentilla mini-bulk sample, the 2002
summer drilling program also focused on the Stellaria kimberlite. Situated
approximately 700 m east of the Potentilla kimberlite, Stellaria was discovered
in May 2002 by drilling a vertical hole into a geophysical anomaly having
approximate surface dimensions of 160 m x 50 m.

In August 2002, a hole was drilled from 40 m northwest of the Stellaria
discovery hole at an inclination of 60 degrees from horizontal. After passing
through 16 m of glacial overburden and 52 m of dolomitic limestone, the drill
intersected 21 m of hypabyssal kimberlite. The drill data suggest that Stellaria
may be a 13 metre wide dyke dipping at an angle of 72 degrees to the northwest.
Based on indicator mineral and geophysical data, Stellaria has a strike length
of less than 400 m.

Approximately 100 kg of core was recovered from the Stellaria drill hole and
will be processed for microdiamonds at Ashton's North Vancouver laboratory.
Three additional holes were drilled into geophysical anomalies along the linear
feature without intersecting kimberlite.

The summer program also included the collection of more than 250 indicator
mineral samples in the vicinity of the Stellaria and Potentilla kimberlites to
investigate unexplained geophysical and indicator mineral anomalies. The
indicator mineral data will assist in identifying priority targets for drilling
in early 2003.

Caledonia currently holds a 17.5 percent interest in the Kikerk Lake property.
Ashton and Northern Empire Minerals Ltd. hold interests of 52.5 percent and 30
percent respectively. Ashton is the operator of the programs on the Kikerk Lake
property.

LIQUIDITY

During the quarter a total of 17,175,000 common share purchase warrants were
exercised providing $1.3 million of financing. At the end of the quarter, debt
of one million Rand ($139,860) was converted to 1,165,000 common shares of the
Corporation and 291,375 common share purchase warrants. The funds raised were
used to further reduce debt and finance activity at the Barbrook mine site.

S. E. Hayden
Chairman, President and
Chief Executive Officer
November 8, 2002

<PAGE>

                          CALEDONIA MINING CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                       SEPTEMBER 30,   DECEMBER 31,
(UNAUDITED)                                2002           2001
- -----------                                ----           ----
<S>                                    <C>             <C>
ASSETS
CURRENT
  CASH AND SHORT TERM DEPOSITS           $   1,398      $      90
  ACCOUNTS RECEIVABLE                          118             89
  PREPAID EXPENSES                               5              5
                                         ---------      ---------
                                             1,521            184
INVESTMENT (NOTE 1)                             79              -
CAPITAL ASSETS                               7,610          7,424
MINERAL PROPERTIES                          17,424         17,365
                                         ---------      ---------
                                         $  26,634      $  24,973
                                         ---------      ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
  ACCOUNTS PAYABLE                       $   1,550      $   1,604
  LOAN PAYABLE                                  67          1,097
                                         ---------      ---------
                                             1,617          2,701
PROVISION FOR SITE RESTORATION               1,026          1,026
NON-CONTROLLING INTEREST                       785            787
                                         ---------      ---------
                                             3,428          4,514
                                         ---------      ---------

SHAREHOLDERS' EQUITY
  SHARE CAPITAL (NOTE 2)                   148,106        143,986
  DEFICIT                                 (124,900)      (123,527)
                                         ---------      ---------
                                            23,206         20,459
                                         ---------      ---------
                                         $  26,634      $  24,973
                                         =========      =========
</TABLE>

ON BEHALF OF THE BOARD:

________________________    DIRECTOR
(SIGNED) J. JOHNSTONE

________________________    DIRECTOR
(SIGNED) F. C. HARVEY

<PAGE>

                       CONSOLIDATED STATEMENTS OF DEFICIT
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                    THREE MONTH PERIOD             NINE MONTH PERIOD
                                    ENDED SEPTEMBER 30,           ENDED SEPTEMBER 30,
(UNAUDITED)                         2002           2001           2002           2001
- -----------                         ----           ----           ----           ----
<S>                              <C>            <C>            <C>            <C>
DEFICIT, BEGINNING OF PERIOD     ($124,364)     ($122,812)     ($123,527)     ($122,332)

NET (LOSS) FOR THE PERIOD             (536)          (465)        (1,373)          (945)
                                 ---------      ---------      ---------      ---------
DEFICIT, END OF PERIOD           ($124,900)     ($123,277)     ($124,900)     ($123,277)
                                 =========      =========      =========      =========
</TABLE>

                     CONSOLIDATED STATEMENTS OF OPERATIONS
          (IN THOUSANDS OF CANADIAN DOLLARS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                            THREE MONTH PERIOD        NINE MONTH PERIOD
                                            ENDED SEPTEMBER 30,       ENDED SEPTEMBER 30,
(UNAUDITED)                                  2002         2001         2002         2001
- -----------                                  ----         ----         ----         ----
<S>                                        <C>          <C>          <C>          <C>
REVENUE AND OPERATING COSTS
  REVENUE FROM SALES                        $    2       $   11       $   32       $   44
  OPERATING COSTS                              143          149          346          162
                                           -------      -------      -------      -------
GROSS PROFIT (LOSS)                           (141)        (138)        (314)        (118)
                                           -------      -------      -------      -------
EXPENSES
  GENERAL AND ADMINISTRATIVE                   472          257        1,060          779
  INTEREST                                       -           26           24           64
  OTHER EXPENSE (INCOME)                       (77)          44          (23)         (16)
                                           -------      -------      -------      -------
                                               395          327        1,061          827
                                           -------      -------      -------      -------
(LOSS) BEFORE NON-CONTROLLING INTEREST        (536)        (465)      (1,375)        (945)
  NON-CONTROLLING INTEREST                       -            -           (2)           -
                                           -------      -------      -------      -------
NET (LOSS) FOR THE PERIOD                  ($  536)     ($  465)     ($1,373)     ($  945)
                                           -------      -------      -------      -------
(LOSS) PER SHARE
  BASIC                                    ($0.003)     ($0.003)     ($0.008)     ($0.006)
                                           =======      =======      =======      =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                       (IN THOUSANDS OF CANADIAN DOLLARS)

<TABLE>
<CAPTION>
                                                       THREE MONTH PERIOD         NINE MONTH PERIOD
                                                       ENDED SEPTEMBER 30,       ENDED SEPTEMBER 30,
(UNAUDITED)                                            2002         2001          2002         2001
- -----------                                            ----         ----          ----         ----
<S>                                                   <C>          <C>          <C>          <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
  NET (LOSS) FOR THE PERIOD                           ($  536)     ($  465)     ($1,373)     ($  945)
ITEMS NOT INVOLVING CASH                                    -            -           (2)           -
                                                      -------      -------      -------      -------
                                                         (536)        (465)      (1,375)        (945)
CHANGES IN NON-CASH WORKING CAPITAL                      (169)        (264)         (83)         (98)
                                                      -------      -------      -------      -------
                                                         (705)        (729)      (1,458)      (1,043)
                                                      -------      -------      -------      -------

INVESTING ACTIVITIES
  PURCHASE OF INVESTMENT (NOTE 1)                           -            -          (79)           -
  CAPITAL ASSETS AND MINERAL PROPERTIES                  (205)          51         (245)          51
                                                      -------      -------      -------      -------
                                                         (205)          51         (324)          51
                                                      -------      -------      -------      -------

FINANCING ACTIVITIES
  LOAN PAYMENT                                              -            -       (1,030)           -
  SHARES ISSUED - NET OF ISSUE COSTS (NOTE 2)           1,448          668        4,120          960
                                                      -------      -------      -------      -------
                                                        1,448          668        3,090          960
                                                      -------      -------      -------      -------

INCREASE (DECREASE) IN CASH FOR THE PERIOD                538          (10)       1,308          (32)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            860           53           90           75
                                                      -------      -------      -------      -------
CASH AND CASH EQUIVALENTS, END OF PERIOD               $1,398       $   43       $1,398       $   43
                                                      =======      =======      =======      =======
</TABLE>

<PAGE>

                          CALEDONIA MINING CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)

CERTIFICATION

The Chief Executive Officer and the Vice President Finance confirm the veracity
and soundness of these financial and operating results and have provided the
board of directors with confirmation supporting this.

BASIS OF PRESENTATION

These financial statements have been prepared on the basis of a going concern,
which contemplates that the Company will be able to realize assets and discharge
liabilities in the normal course of business. The Company's ability to continue
as a going concern is dependent upon attaining profitable operations and
obtaining sufficient financing to meet its liabilities, its obligations with
respect to operating expenditures and expenditures required on its mineral
properties.

MEASUREMENT UNCERTAINTIES

Preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. The more significant areas
requiring estimates relate to mineral resources, future cash flows associated
with capital assets and mineral properties. Management's calculation of mineral
resources and cash flows are based upon engineering and geological estimates and
financial estimates including gold prices and operating costs. Actual results
could differ from those estimated.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
together with all its subsidiaries.

The Company's principal consolidated subsidiaries are Barbrook Mines Limited
(100% owned) ("Barbrook"), Eersteling Gold Mining Company Limited (96% owned)
("Eersteling") and Caledonia Mining (Zambia) Limited, Caledonia Kadola Limited,
Caledonia Nama Limited and Caledonia Western Limited (all 100% owned)
(collectively known as "Caledonia Zambia").

FINANCIAL DISCLOSURE NOTE

The unaudited interim consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles for interim
reporting. In the opinion of management all adjustments required for a fair
presentation are included in these statements in accordance with the accounting
policies of the Company. The interim consolidated financial statements should be
read in conjunction with the year end 2001 audited financial statements for the
detailed note disclosure which is not materially different to these interim
financial statements.

CHANGE IN ACCOUNTING POLICY - STOCK-BASED COMPENSATION

The Company has adopted the new accounting standard of the Canadian Institute of
Chartered Accountants ("CICA") for accounting for stock-based compensation
expense effective January 1, 2002 on a prospective basis. Under this standard,
compensation expense on stock options granted to non-employees is recorded as an
expense in the period the options are vested using the fair value method
estimated using the Black-Scholes Option Pricing Model.

The Company has elected to follow the intrinsic method of accounting for stock
options granted to directors, officers and employees whereby no compensation
expense is recorded in the financial statements when stock options are granted
if the exercise price of the stock options are granted at market value. Any
consideration paid by directors, officers and employees on exercise of stock
options or purchases of shares is credited to share capital. However, additional
disclosure of the effects of accounting for stock-based compensation to
directors, officers and employees as compensation expense, using the fair value
method estimated using the Black-Scholes Option Pricing Model, is disclosed as
pro-forma information in the Share Capital note which follows.

<PAGE>

1.       INVESTMENT

         On May 9, 2002 the Company participated in a private placement of
         Motapa Diamonds Inc. in an amount of $50,000 US ($79,000 Canadian).
         Motapa Diamonds Inc. is the Company's joint venture partner on the
         Mulonga Plain diamond exploration project in Zambia.

2.       SHARE CAPITAL

         Issued and Outstanding

         On April 12, 2002 the Company completed a private placement for
         $2,672,000 net of $328,000 of share issue costs. The issue price was
         $0.145 per unit, each unit being comprised of one common share and one
         half common share purchase warrant exercisable at $0.195 per whole
         common share purchase warrant for a period of two years from the issue
         date. A total of 20,689,655 shares were issued pursuant to the private
         placement.

         During the third quarter 17,175,000 common share purchase warrants were
         exercised. A total of 17,175,000 common shares were issued for proceeds
         of $1,309,115. In addition, a convertible loan in the amount of
         $139,860 was converted to 1,165,000 common shares.

         As of September 30, 2002 the Company has 204,232,270 common shares
         outstanding (December 31, 2001 - 165,202,115). The basic loss per share
         has been calculated based upon a weighted number of common shares
         outstanding as follows:

For the year to date period ended September 30, 2002       -        182,095,324
For the quarter period ended September 30, 2002            -        197,564,759

         Stock Options

         Options to purchase common shares have been granted to directors,
         officers, employees and consultants at exercise prices determined by
         reference to the market value on the date of grant. Vesting of options
         is made at the discretion of the board of directors at the time the
         options are granted. As at September 30, 2002, the Company has stock
         options outstanding for the purchase of 12,750,800 common shares (as at
         December 31, 2001 - 2,565,800 common shares). All of the options
         outstanding are exercisable. Pursuant to the new CICA policy of
         accounting for stock based compensation, compensation expense on stock
         options granted to directors, officers and employees, using the fair
         value method, is disclosed as pro-forma information.

         The fair value of stock options used to calculate compensation expense
         is estimated using the Black-Scholes Option Pricing Model with the
         following assumptions as at September 30, 2002.

<TABLE>
<S>                                                  <C>
Risk-free interest rate                              3.63%
Expected dividend yield                               nil
Expected stock price volatility                        40%
Expected option life in years                           3
</TABLE>

The pro-forma effect on net loss and loss per share for the period ended
September 30, 2002 of the actual results had the Company accounted for the stock
options granted to directors, officers and employees using the fair value method
is as follows:

<TABLE>
<S>                         <C>
Net loss for the period
   Reported                 $1,373,000
   Compensation expense        754,000
                            ----------
   Pro-forma                $2,127,000
                            ==========
</TABLE>

<TABLE>
<S>                         <C>
Basic loss per share
   Reported                 $    0.008
   Pro-forma                $    0.012
</TABLE>

Option pricing models require the input of highly subjective assumptions
including the expected price volatility. Changes in the subjective input
assumptions can materially affect the fair value estimate, and therefore the
existing models do not necessarily provide a reliable single measure of the fair
value of the Company's stock options.

Warrants

As of September 30, 2002, the Company has outstanding warrants to purchase an
aggregate of 12,185,366 common shares.

<PAGE>

CORPORATE DIRECTORY

BOARD OF DIRECTORS
S. E. Hayden
J. Johnstone
F. C. Harvey
W. I. L. Forrest
C. R. Jonsson

OFFICERS
S. E. Hayden
Chairman of the Board, President and
Chief Executive Officer

F. C. Harvey
Technical Director

J. Johnstone
Vice-President Operations and
Chief Operating Officer

S. W. Poad
Vice-President Finance and
Administration

J. Smith
Vice-President Exploration

HEAD OFFICE
CANADA - HEAD OFFICE
Caledonia Mining Corporation
Unit #9
2145 Dunwin Drive
Mississauga, Ontario
L5L 4L9 Canada
Tel: (905) 607-7543
Fax: (905) 607-9806

SHARES LISTED
The Toronto Stock Exchange
Symbol "CAL'
NASDAQ OTC BB
Symbol "CALVF"

CAPITALIZATION
(September 30, 2002)
Authorized: Unlimited
number of common shares
Issued Common Shares: 204,232,270
Warrants: 12,185,366
Options: 12,680,800

SOLICITORS
Borden Ladner Gervais LLP
Suite 4100, Scotia Plaza
40 King Street West
Toronto, Ontario
M5H 3Y4 Canada

Tupper, Jonsson & Yeadon
1710-1177 West Hastings Street
Vancouver, British Columbia
V6E 2L3 Canada

AUDITORS
BDO Dunwoody LLP
Chartered Accountants
Suite 3200, 200 Bay Street
Royal Bank Plaza, South Tower
Toronto, Ontario
M5J 2J8 Canada

REGISTRAR &
TRANSFER AGENT
Equity Transfer Services Inc.
Suite 420
120 Adelaide Street West
Toronto, Ontario
M5H 4C3 Canada
Tel: (416) 361-0152
Fax: (416) 361-0470

BANK
Canadian Imperial Bank Of Commerce
6266 Dixie Road
Mississauga, Ontario
L5T 1A7 Canada

INTERNET
Web Site:
http://www.caledoniamining.com


</TEXT>
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