EX-99.1 2 financials.htm FINANCIALS CC Filed by Filing Services Canada Inc. 403-717-3898



Management’s Responsibility for Financial Reporting


To the Shareholders of Caledonia Mining Corporation:


The accompanying unaudited consolidated financial statements of Caledonia were prepared by management in accordance with accounting principles generally accepted in Canada, consistently applied and within the framework of the summary of significant accounting policies in these consolidated financial statements.  Management is responsible for all information in the quarterly report.  All financial and operating data in the quarterly report is consistent, where appropriate, with that contained in the consolidated financial statements.


The Board of Directors discharges its responsibilities for the consolidated financial statements primarily through the activities of its Audit Committee composed of three directors, all of whom are not members of management. This Committee meets with management to assure that it is performing its responsibility to maintain financial controls and systems and to approve the quarterly consolidated financial statements of Caledonia.  


The consolidated financial statements have not been reviewed by Caledonia’s auditors.





 

Signed “S E Hayden”

Signed “S R Curtis”

S. E. Hayden

S.R. Curtis

President and

Vice-President Finance

Chief Executive Officer

and Chief Financial Officer













Caledonia Mining Corporation

Consolidated Balance Sheets

(in thousands of Canadian Dollars)


 

June 30

December 31

Unaudited

2009

2008


Assets

$

$

Current

 

 

    Cash and cash equivalents

2,174

3,652

    Accounts receivable (Note 7)

3,598

132

    Inventories (Note 8)

1,465

1,059

    Prepaid expenses

18

27

    Assets held for sale

133

106

 

7,388

4,976

 

 

 

Capital Assets and Mineral properties held for sale

712

681

Accounts receivable (Note 7)

-

2,890

Investments (Note 1)

28

12

Capital assets (Note 2)

142

173

Mineral properties (Note 3)

14,990

14,566

 

15,872

18,322

 

23,260

23,298


Liabilities and Shareholders’ Equity

 

 

Current

 

 

    Bank overdraft

694

-

    Accounts payable

1,354

933

    Liabilities held for sale

14

16

 

2,062

949

 

 

 

Asset retirement obligation (Note 4)

848

839

Asset retirement obligation  - held for sale (Note 4)

338

314

 

3,248

2,102


Shareholders’ Equity

 

 

    Share capital (Note 5)

196,125

196,125

    Contributed surplus

1,917

1,902

    Accumulated other comprehensive income/(loss)

(157)

3

    Deficit

(177,873)

(176,834)

 

20,012

21,196

 

23,260

23,298


On behalf of the Board:


“S E Hayden”

 Director


 

“G R Pardoe”

 Director

The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.



2











Caledonia Mining Corporation

Consolidated Statements of Changes in Shareholders’ Equity

(in thousands of Canadian Dollars )

                                

 

For the periods ended June 30 2009,December 31 2008 and 2007

   

 

 

 

 

Accumulated

 

 

 

 

 

 

 Other

 

 

 

 

Share

Contributed

Comprehensive

 

 

Unaudited

Note

Capital

Surplus

 Income

Deficit

Total

 

 

$

$

$

$

$

Balance at December 31, 2007

 

195,006

1,040

(57)

(171,894)

24,095

Shares issued

5(b)(i)

1,119

 

 

 

1,119

Equity-based compensation expense

 

 

862

 

 

862

Investments revaluation to fair value

 

 

 

(10)

 

(10)

Reclassification adjustment for other than temporary decline in value

 

 

 


70

 


70

Net loss for the year

 

 

 

 

(4,940)

(4,940)

Balance at December 31, 2008

 

196,125

1,902

3

(176,834)

21,196

Equity-based compensation expense

 

 

15

 

 

15

Investments revaluation to fair value

 

 

 

14

 

14

Translation loss from Blanket Mine

 

 

 

(174)

 

(174)

Net loss for the year to date

 

 

 

 

(1,039)

(1,039)

Balance at June 30, 2009

 

196,125

1,917

(157)

(177,873)

20,012

 

 

 

 

 

 

 


The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.





3












Caledonia Mining Corporation

Consolidated Statements of Operations and Comprehensive Income/ (Loss)

(in thousands of Canadian Dollars except share and per share amounts)

Unaudited

For the three months ended June 30

For the six months ended June 30

 

2009

2008

2007

2009

2008

2007

Revenue and Operating Costs

 

 

 

 

 

 

Revenue from sales

2,364

2,883

1,539

2,364

5,387

4,858

Operating Costs

1,483

1,357

1,963

2,571

2,616

6,358

Gross profit(loss)

881

1,526

(424)

(207)

2,771

(1,500)

Costs and expenses

 

 

 

 

 

 

    General and administrative

751

747

646

1,144

1,157

1,041

    Interest expense/(income)

8

(71)

44

(28)

(28)

55

    Amortization

99

101

499

198

202

506

    Exchange loss/(gain)

181

860

(1,975)

(559)

760

452

    Other expense/(income)

4

150

(3)

-

150

(11)

 

1,043

1,787

(789)

755

2,241

2,043

Income (loss) before discontinued operations

(162)

(261)

365

(962)

530

(3,543)

Current Income Tax

-

-

(1)

-

-

(2)

Net income(loss) before discontinued operations

(162)

(261)

364

(962)

530

(3,545)

Discontinued operations (loss)

(37)

(24)

(126)

(77)

(94)

(380)

Net (loss) after discontinued operations

(199)

(285)

238

(1,039)

436

(3,925)

Revaluation of Investments to fair value (Note 1)

7

7

-

14

7

-

Comprehensive Income/(Loss)

(192)

(278)

238

(1,024)

443

(3,925)

 

 

 

 

 

 

 

Income/(loss) per share

 

 

 

 

 

 

Basic and diluted from continuing operations

($0.000)

($0.001)

$0.001

($0.002)

$0.001

($0.008)

Basic and diluted from discontinued operations

($0.000)

($0.001)

$0.001

($0.002)

$0.001

($0.008)

Basic and diluted for the quarter

($0.000)

($0.001)

$0.001

($0.002)

$0.001

($0.008)





The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.


















4












Caledonia Mining Corporation

Consolidated Statements of Cash Flows

(in thousands of Canadian Dollars)

Unaudited

For the three months ended June 30

For the six months ended June 30

 

2009

2008

2007

2009

2008

2007

Cash provided by (used in)

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Income(loss) before discontinued operations

(162)

(261)

364

(962)

530

(3,545)

Adjustments to reconcile net cash from operations (Note 9)

228

103

461

71

237

412

Changes in non-cash working capital balances (Note 9)

(754)

(815)

(1,758)

(580)

(2,069)

1,370

Cash flows provided from (used for) continuing operations

(688)

(973)

(933)

(1,471)

(1,302)

(1,763)

Investing activities

 

 

 

 

 

 

Expenditures on capital assets and mineral properties

(251)

(269)

(696)

(637)

(500)

(1,380)

Sale of Barbrook Mine

-

9,232

-

-

9,232

-

 

(251)

8,963

(696)

(637)

8,732

(1,380)

Financing activities

 

 

 

 

 

 

Bank overdraft

599

-

(598)

694

(13)

-

Issue of share capital net of issue costs

-

-

4,380

-

1,119

4,380

   

599

-

3,782

694

1,106

4,380

 

 

 

 

 

 

 

Cash flow from discontinued operations

 

 

 

 

 

 

Operating activities

(36)

(20)

(110)

(62)

(86)

(364)

Financing activities

-

2

-

-

-

-

 

(36)

(18)

(110)

(62)

(86)

(364)

Increase (decrease) in cash for the period

(376)

7,972

2,043

(1,476)

8,450

873

Cash and cash equivalents, beginning of period

2,552

554

128

3,652

76

1,298

Cash and cash equivalents, end of period

2,176

8,526

2,171

2,176

8,526

2,171

 

 

 

 

 

 

 

Cash and cash equivalents at end of period relate to:

 

 

 

 

 

 

Continuing operations

2,174

8,527

2,169

2,174

8,527

2,169

Discontinued operations

2

(1)

2

2

(1)

2

 

2,176

8,526

2,171

2,176

8,526

2,171




The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements.









5










Caledonia Mining Corporation

Summary of Significant Accounting Policies (continued)

(in thousands of Canadian Dollars)   


Nature of Business


The Corporation is engaged in the acquisition, exploration and development of mineral properties for the exploitation of base and precious metals.  The ability of the Corporation to recover the amounts shown for its capital assets and mineral properties is dependent upon the existence of economically recoverable reserves; the ability of the Corporation to obtain the necessary financing to complete exploration and development; and future profitable production or proceeds from the disposition of such capital assets and mineral properties.


The Corporation operates in a number of operating segments but its assets located in Zimbabwe, including its interests in gold properties, may be subject to sovereign risks, including political and economic instability, government regulations relating to mining, currency fluctuations and inflation, all or any of which may impede the Corporation's activities in this country or may result in the impairment or loss of part or all of the Corporation's interest in the properties.


Basis of Presentation and Going Concern


These unaudited interim consolidated financial statements of Caledonia Mining Corporation (“Caledonia” or the “Corporation”) have been prepared by management in accordance with accounting principles generally accepted in Canada ("Canadian GAAP") for interim financial statements. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with Canadian GAAP have been condensed or excluded. As a result, these unaudited interim consolidated financial statements do not contain all disclosures required to be included in the annual consolidated financial statements and should be read in conjunction with the most recent audited annual consolidated financial statements and notes thereto for the year ended December 31, 2008.

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


Significant Accounting Policies:

These unaudited interim consolidated financial statements are prepared following accounting policies consistent with the Corporation's audited annual consolidated financial statements and notes thereto for the year ended December 31, 2008, except for the following changes in accounting policies:


Adoption of New Accounting Standards

a. Goodwill and intangible assets


In February 2008, the Canadian Institute of Chartered Accountants (“CICA”) issued Section 3064 Goodwill and intangible assets, replacing Section 3062, Goodwill and other intangible assets.  The new Section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008.  Accordingly, the Corporation has adopted the new standards for its fiscal year beginning January 1, 2009.  It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises.  Standards concerning goodwill are unchanged from the standards included in the previous Section 3062.  The adoption of this standard is not expected to have an effect on the Corporation’s consolidated financial statements.




6










Caledonia Mining Corporation

Summary of Significant Accounting Policies (continued)

(in thousands of Canadian Dollars)   

 

Recently issued accounting pronouncements issued and not yet effective


International Financial Reporting Standards (“IFRS”)

In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for public accountable companies to use IFRS, replacing Canada's own GAAP. The transition date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Corporation for the year ended December 31, 2010. While the Corporation has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

Business Combinations


In January 2009, the CICA issued Handbook Sections 1582 – Business Combinations, 1601 – Consolidated Financial Statements and 1602 – Non-controlling Interests which replace CICA Handbook Sections 1581 – Business Combinations and 1600 – Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards (“IFRS”). Section 1582 is applicable for the Corporation’s business combinations with acquisition dates on or after January 1, 2011. Early adoption of this Section is permitted. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. Section 1601 is applicable for the Corporation’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2011. Early adoption of this Section is permitted. If the Corporation chooses to early adopt any one of these Sections, the other two sections must also be adopted at the same time.


Other Existing Accounting Policies


Inventories


These include gold in circuit (WIP) and bulk consumable stores.  WIP is valued at the lower of the cost of production, on an average basis, at the various stages of production or net realisable value if the cost of production exceeds the current gold price.  Bulk consumable stores are valued at the lower of cost or net realisable value on an average basis.


Capital Assets


Producing Assets

Producing assets are recorded at cost less grants, accumulated amortization and write-downs.  Producing plant and equipment assets are amortized using the unit-of-production method on the ratio of tonnes of ore mined or processed to the estimated proven and probable mineral reserves as defined by the Canadian Institute of Mining, Metallurgy and Petroleum.  


Other producing assets are amortized using the straight line method basis on the estimated useful lives of the assets.  The estimated life of the producing assets ranges up to 10 years. Repairs and maintenance expenditures are charged to operations; major improvements and replacements which extend the useful life of an asset are capitalized and






7










Caledonia Mining Corporation

Summary of Significant Accounting Policies (continued)

(in thousands of Canadian Dollars)  


amortized over the remaining useful life of that asset.  Eersteling Gold Mine remains for sale and is thus presented as an asset for sale in these consolidated financial statements.


Non-Producing Assets

Non-producing assets are recorded at cost less write downs.  At the time of commercial production, the assets are reclassified as producing.  During non-producing periods, no amortization is recorded on plant and equipment but vehicles and computer equipment continue to be amortized.


Assets held for sale and discontinued operations


In 2007 the decision was taken to sell Eersteling Gold Mining Corporation that had been on care and maintenance since 1997.


The components held for sale are as follows:


 

Eersteling Gold Mine

 

June 30

December 31

 

2009

2008

 

$

$

Capital Assets and mineral properties

712

681

Current Assets

133

106

Current Liabilities

14

16

Asset Retirement obligation

338

314


As a consequence of this decision Eersteling Mine’s results for 2009 and preceding years are disclosed under discontinued operations. Revenue from discontinued operations is $Nil ($Nil in 2008 and $58 in 2007). There is no tax applicable to discontinued operations.


Mineral Properties


Producing Properties

When and if properties are placed in production, the applicable capitalized costs are amortized using the unit-of-production method as described above. Blanket Mine was acquired during 2006 and has been consolidated into these results from July 1, 2006 and, as such, has been presented as a producing asset in these consolidated financial statements.  


Non-Producing Properties


Costs relating to the acquisition, exploration and development of non-producing resource properties which are held by the Corporation or through its participation in joint ventures are capitalized until such time as either economically recoverable reserves are established or the properties are sold or abandoned.

A decision to abandon, reduce or expand activity on a specific project is based upon many factors including general and specific assessments of mineral reserves, anticipated future mineral prices, anticipated costs of developing and operating a producing mine, the expiration date of mineral property leases, and the general likelihood that the Corporation will continue exploration on the project.  However, based on the results at the conclusion of each phase of an exploration program, properties that are not suitable as prospects are re-evaluated to determine if future exploration is warranted and that carrying values are appropriate.






8










Caledonia Mining Corporation

Summary of Significant Accounting Policies (continued)

(in thousands of Canadian Dollars)  


The ultimate recovery of these costs depends on the discovery and development of economic ore reserves or the sale of the properties or the mineral rights.  The amounts shown for non-producing resource properties do not necessarily reflect present or future values.


Foreign Currency Translation


Balances of the Corporation denominated in foreign currencies and the accounts of its foreign subsidiaries, except Blanket Mine, are translated into Canadian Dollars using the temporal method as follows:

(i)

monetary assets and liabilities at period end rates;

(ii)

all other assets and liabilities at historical rates, and

(iii)

revenue and expense transactions at the average rate of exchange prevailing during the period.


Exchange gains or losses arising on these translations are reflected in income in the year incurred.


Blanket is a self-sustaining operation and operates in Zimbabwe in what was a hyper inflationary economy. Due to the dollarization of the economy in February, 2009 the hyper inflationary environment no longer exists. Accordingly the results of these operations are now translated into Canadian Dollars using the current rate method. On January 1, 2009 Blanket’s functional currency also changed to US Dollars following the Monetary Policy announcement introducing the use of foreign currency in Zimbabwe for all forms of trade and business. The assets and liabilities of a self-sustaining foreign operation are translated at the rate in effect at the balance sheet date for purposes of incorporation in the financial statements of Caledonia and, therefore, an exchange gain or loss will arise when the exchange rate changes. This exchange gain or loss has no direct effect on the activities of Caledonia. It is inappropriate to incorporate this exchange gain or loss in net income of Caledonia in the period in which it arises; rather, it is reported in the financial statements as a separate component of shareholders' equity and is disclosed as a separate component of accumulated other comprehensive income during the period. In summary the current rate method is as follows:

(i)

all assets and liabilities at rates at balance sheet date;

(ii)

revenue and expense transactions at the average rate of exchange prevailing during the period.


Foreign exchange loss or profit arising on the translation of revenue and expense items is disclosed in income in the period incurred.

Included in the statement of operations, for the six month period ended June 30, is an exchange gain of $559 (loss $760 – 2008 and loss $452 - 2007). Due to the translation of Blanket Mine a loss of $174 (Nil 2008) has been disclosed under accumulated other comprehensive income.







9










Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



1.

Investments


On May 9, 2002, the Corporation participated in a private placement of the purchase of shares of Motapa Diamonds Inc. (“Motapa”) at a cost of $79.  The shares of Motapa are listed on the TSX Venture Exchange in Canada.


The adoption of CICA Handbook Sections 3855 and 1530, retrospectively from January 1, 2007, determines that the Corporation records its investments in Motapa Diamonds Inc. and in Old Mutual Plc as financial instruments “available for sale” and they are thus recorded at fair value.


The fair value of the investment in Motapa Diamonds Inc is $24 ($23 -2008 and $20 – 2007) and the fair value of the shares held in Old Mutual Plc is $4 ($6 – 2008 and $2- 2007).


2.

Capital Assets


 

June 30, 2009

 


Cost (1)

Accumulated

Amortization

Net

Book Value

 

$

$

$

Land – plant sites

12

-

12

Plant and equipment

 

 

 

    - producing (2)

24

6

18

    - non-producing (3)

229

229

-

Office equipment

913

873

40

Vehicles

387

315

72

 

1,565

1,423

142

       

  

 

December 31, 2008

 


Cost (1)

Accumulated

Amortization

Net

Book Value

 

$

$

$

Land – plant sites

12

-

12

Plant and equipment

 

 

 

    - producing (2)

24

4

20

    - non-producing (3)

229

229

-

Office equipment

908

858

50

Vehicles

387

296

91

 

1,560

1,387

173


(1)

Cost is comprised of the original cost of the asset, less write-downs, removal of cost for disposals and government grants.

(2)

The producing plant and equipment relates to the Blanket operation.

(3)

The net book value of non-producing plant and equipment represents Zambian operations.








10










Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



3.

Mineral Properties

    

 

June 30, 2009

 


Cost (1)

Accumulated

Amortization

Net

Book Value

Producing:

$

$

$

   Blanket, Zimbabwe - gold property

5,020

454

4,566

Non-producing - exploration:

 

 

 

   Rooipoort , South Africa

4,384

-

4,384

   Goedgevonden, South Africa(3)

-

-

-

   Nama, Zambia

6,040

-

6,040

   Mulonga, Zambia(2)

-

-

-

 

15,444

454

14,990



 

December 31, 2008

 


Cost (1)

Accumulated

Amortization

Net

Book Value

Producing:

$

$

$

   Blanket, Zimbabwe - gold property

5,006

303

4,703

Non-producing - exploration:

 

 

 

   Rooipoort , South Africa

4,399

-

4,399

   Goedgevonden, South Africa(3)

-

-

-

   Nama, Zambia

5,464

-

5,464

   Mulonga, Zambia(2)

-

-

-

 

14,869

303

14,566

     

(1)

Cost is comprised of the original cost of the asset, less write-downs, removal of cost for disposals and government grants, and includes the capitalized value of the estimated asset retirement obligations.

 

(2)

The Corporation had entered into strategic alliances with a third party on a Zambian property (Mulonga) valued at $0 ($1,044 – 2008).  The Zambian strategic alliance partner, Motapa Diamonds Inc., has terminated the strategic alliance agreement. The Corporation has applied for a retention licence over the properties.  All interest in the strategic alliance will be transferred to the Corporation by Motapa Diamonds Inc. As a consequence of the current economic climate, lack of exploration in the past 2 years and no planned expenditure for 2009, the Mulonga property was fully written down to $Nil at December 31, 2008. It is still the Corporation’s intention to form a joint venture with a new strategic partner.


(3)

Due to the current economic climate, lack of exploration expenditure in the past 2 years, no planned expenditure for 2009 and the fact that prospecting licences are still to be granted, the Goedgevonden property was written down to $Nil at December 31, 2008.


The recoverability of the carrying amount of the South African and Zambian mineral properties is dependent upon the availability of sufficient funding to bring the properties into commercial production, the price of the products to be recovered, the exchange rate of the local currency relative to the US Dollar and the undertaking of profitable mining operations. As a result of these uncertainties, the actual amount recovered may vary significantly from the carrying amount.  





11










Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



4.

Asset Retirement Obligation

 

June 30

December 31

 

2009

2008

 

$

$

Continuing operation

 

 

Opening balance

839

732

Accretion expense

13

19

Foreign exchange loss (gain)

(5)

88

Closing balance – continuing operations

848

839

 

 

 

Discontinued operation

 

 

Opening balance

314

311

Accretion expense

1

20

Sale of Barbrook

-

(107)

Foreign exchange loss (gain)

23

90

Closing balance – held for sale

338

314


The asset retirement obligations relate to Blanket Mine $848 ($842 – Q2 2008), and Eersteling Gold Mine $338 ($181 – Q2 2008) and are estimates of costs of rehabilitation at the end of the mine life, increased annually for accretion expense at a rate of 5%.



5.

Share Capital


(a)

Authorized

An unlimited number of common shares

An unlimited number of preference shares.

(b)

Issued

 

Number of Shares

Amount

Common shares

 

$

Balance - December 31 , 2007

487,869,280

195,006

Issued pursuant to a private placement (i)

12,300,000

1,119

Balance - December 31, 2008

500,169,280

196,125

Balance – June 30, 2009

500,169,280

196,125

 


 (i)

In February 2008 the Corporation commenced a private placement to raise additional funds. This placement raised $1,119 after expenses from the sale of 12,300,000 units.  Each unit consisted of one common share and one share purchase warrant.













12










 Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



(c)

Stock Option Plans and Stock-Based Compensation


The Corporation has established incentive stock option plans (the "Plans") for employees, officers, directors, consultants and other service providers. Under the Plans, as at June 30, 2009, the Corporation has the following options outstanding:


Number of Options

Exercise Price

Expiry Date

 

$

 

9,950,000

  0.235

April 24, 2012

150,000

  0.345

June 2, 2012

410,000

  0.260

April 29, 2014

4,000,000

  0.110

February 15, 2015

1,000,000

 0.140

July 10, 2010

300,000

0.125

May 11,2016

1,300,000

0.113

May 31, 2012

1,000,000

0.155

July 1, 2013

15,820,000

0.155

Mar 18, 2013

500,000

0.100

Mar 23, 2014

34,430,000

 

 


The continuity of the options granted, exercised, cancelled and expired under the Plans during 2009, 2008 and 2007 are as follows:


 

Number of Options

Weighted Avg. Exercise Price

 

 

$

Options outstanding at December 31, 2007

18,588,000

0.198

Forfeited or expired

(1,778,000)

(0.28)

Granted

17,320,000

0.155

Options outstanding at December 31, 2008

34,130,000

0.173

Granted

500,000

0.10

Forfeited or expired

(200,000)

0.11

Options outstanding at June 30, 2009

34,430,000

0.1719


   

The options to purchase common shares noted above, have been granted to directors, officers, employees and service providers at exercise prices determined by reference to the market value of the common shares on the date of grant.  The vesting of options is made at the discretion of the board of directors at the time the options are granted.














13










Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



(d)

Warrants  


The Corporation has no share purchase warrants outstanding as of June 30, 2009:



The continuity of warrants issued and outstanding is as follows:


 

Number of Warrants

Outstanding December 31, 2007

15,437,626

Expired

(15,437,626)

Issued pursuant to private placements

12,300,000

Outstanding December 31, 2008

12,300,000

Expired

(12,300,000)

Outstanding June 30, 2009

-



6.

Net Income/ (Loss) Per Share


The net income/ (loss) per share figures have been calculated using the weighted average number of common shares outstanding during the respective quarter which amounted to 500,169,280 (2008 – 500,169,280 and 2007 – 477,344,698).  Fully diluted income/ (loss) per share have not been calculated as it would be anti-dilutive.   


7.

Accounts Receivable


 

June 30

December 31

Current Assets

 2009

2008

Amount owing on Gold Backed Foreign Exchange Bond

2,890

-

Amount owing on current gold sales

528

-

Other

180

132

 

3,598

132



Included in accounts receivable is an amount owing by the Reserve Bank of Zimbabwe (“RBZ”) of $2,890 ($1,780 – 2007) for gold sold, plus interest accrued, during 2008. In the monetary policy statement announced by the Governor of the RBZ in February 2009, this debt was converted into a Special Tradable Gold-Backed Foreign Exchange Bond, with a term of 12 months and an 8% interest rate. This bond can be sold to any interested party locally, regionally or internationally at an agreed to time maturity discount. This bond plus interest is guaranteed by RBZ on maturity on February 1, 2010.


At June 30, 2009 the Corporation has disclosed this receivable as a current asset at its estimated fair value. The receivable was written down to the estimated fair value at December 31, 2008. Due to the subsequent conversion of the receivable into a bond, the fair value was estimated by applying a risk premium of 18% to the bond value as if converted at the year end. It is the intention of the Corporation to sell the bond before maturity but due to a lack of a market in these bonds, the Corporation classified the receivable as long term, as at December 31, 2008, based on the legal term of the bond to January 31, 2010.






14










Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)




8.

Inventory


 

June 30

December 31

 

 2009

2008

Gold work in progress

333

-

Consumable stores

1,132

1,059

 

1,465

1,059


9.

Statement of Cash Flows


Items not involving cash are as follows:

 

Three months ended June 30

 

 Six months ended June 30

 

2009

2008

2007

2009

2008

2007

 

$

$

$

$

$

$

Amortization

99

117

3

198

200

11

Rehabilitation accretion

8

11

(75)

14

22

(94)

Blanket long term liability

-

-

28

-

(11)

-

Equity-based compensation expense

8

68

-

15

68

-

Translation loss Blanket Mine

101

-

-

(175)

 

 

Write down of mineral properties

 

-

495

 

-

495

Other

12

(93)

10

19

(42)

-

 

228

103

461

71

237

412




The net changes in non-cash working capital balances for operations are as follows:


 

Three months ended June 30

Six months ended June 30

 

2009

2008

2007

2009

2008

2007

 

$

$

$

$

$

$

Accounts payable

162

(697)

(5,756)

420

(1,943)

       (3,589)

Accounts receivable

(547)

(37)

565

(576)

(822)

755

Inventories

(346)

(146)

3,446

(406)

612

4,068

Prepaid expenses

-

-

27

9

2

45

Assets held for sale

(23)

65

(40)

(27)

82

91

 

(754)

(815)

(1,758)

(580)

       (2,069)

1,370


 

Supplemental cash flow Information:

 

2009

2008

2007

 

$

$

$

Interest paid

37

43

55

Interest received

65

71

-



 

 

 



15












Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



10.

Segmental Information

       

             For the six months ended June 30, 2009

 

Corporate

Zimbabwe

South Africa

Zambia

Total

 

$

$

$

$

$

Revenue from sales

-

2,364

-

-

2,364

Operating costs

-

(2,138)

(433)

-

(2,571)

General and administrative

(1,020)

(55)

(69)

-

(1,144)

Interest received (paid)

64

(38)

2

-

28

Amortization

-

(184)

(14)

-

(198)

Foreign exchange gains/(loss)

89

231

248

(9)

559

Other income (expense)

-

-

-

-

-

Income (loss) for continuing operations

(867)

180

(266)

(9)

(962)

Discontinued operations (loss)

 

 

(77)

 

(77)

Income tax expense

-

-

-

-

-

Net income (loss) for the year

(867)

180

(343)

(9)

(1,039)


       

             For the six months ended June 30, 2008

 

Corporate

Zimbabwe

South Africa

Zambia

Total

 

$

$

$

$

$

Revenue from sales

3

5,384

-

-

5,387

Operating costs

-

(2,381)

(235)

-

(2,616)

General and administrative

(973)

(25)

(159)

-

(1,089)

Interest

67

(43)

4

-

28

Amortization

-

(195)

(7)

-

(202)

Foreign exchange gains/(loss)

(31)

(1,022)

242

51

(760)

Other income (expense)

-

-

(150)

-

(150)

Income (loss) for continuing operations

(934)

1,718

(305)

51

530

Discontinued operations (loss)

-

-

(94)

-

(94)

Income tax expense

-

-

-

-

-

Net income (loss) for the year

(934)

1,718

(399)

51

436

       

      

11.

Contingent Liability


In the Share Sale Agreement dated May 12, 2006 pursuant to which the Corporation purchased 100% of the shares of Blanket, the Corporation agreed that it would, as soon as reasonably practicable after the Closing of the Agreement, cause Blanket to implement a share incentive scheme considered by the Directors to be in the best interests of Blanket, pursuant to which a percentage of the shares of Blanket will be deposited in a Trust for the benefit of the management and employees of Blanket.  As at June 30, 2009 no scheme had been established, nor were any shares of Blanket deposited in a Trust for the purposes of such a scheme.  The Corporation and the Board of Directors of Blanket have
delayed the establishment of the required scheme pending clarity of the anticipated Zimbabwe laws relating to the indigenization of the mining industry, as it is recognized that the Zimbabwean laws will likely have a material impact on the structure of the proposed scheme and the percentage of the issued shares of Blanket required to be put into trust for the purposes of the scheme.


   



16











Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



12.

Fair Value of Financial Instruments

The Corporation has various financial instruments comprising of cash and cash equivalents, trade receivables, investments, accounts payable, bank overdrafts, accrued liabilities and long-term debts.


The various assets and liabilities were classified as follows on adoption:


(i)  

Cash and cash equivalents are classified as “assets held for trading”. They are stated at fair value and any gains/losses arising on revaluation at the end of each period are included in the statement of operations. We have no derivative financial instruments that would have been classified on a similar basis.

(ii)

Investments are classified as “assets available for sale”. They are presented at fair value and the gains/losses arising from their revaluation at the end of each quarter will be included in other comprehensive income. When a decline in fair value is other than temporary, the accumulated loss that had been recognized directly in other comprehensive income is removed from accumulated other comprehensive income and recognized in net income even though the financial asset has not been derecognized.

(iii)

Trade receivables are classified under “loans and receivables”. They are recorded at their original cost which is deemed their fair value at that time. Subsequent measurement will be at amortized cost using the effective interest rate method.

(iv)

Bank overdraft is classified as a “financial liability held for trading” as there is a contractual obligation to deliver cash. It is measured at fair value which is book value plus accrued interest. It is stated at fair value and any gains/losses arising on revaluation at the end of each period are included in the statement of operations.

(v)

Accounts payable and accrued liabilities and long term debt are classified under “other financial liabilities”. They are recorded at their fair value at that time. Subsequent measurement will be at amortized cost using the effective interest rate method.


13.

Financial Risk Exposure and Risk Management

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

The Board of Directors has responsibility to ensure that adequate financial risk management is established. The Corporation’s Audit Committee oversees management’s compliance with the Corporation’s financial risk management.  

The types of risk exposure and the way in which such exposures are managed are as follows:

i) Currency Risk

As the Corporation operates in an international environment, some of the Corporation’s financial instruments and transactions are denominated in currencies other than the Canadian Dollar. The results of the Corporation’s operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Corporation are reported in Canadian Dollars in the Corporation’s consolidated financial statements.



17











Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



The fluctuation of the Canadian Dollar in relation to other currencies will consequently have an impact upon the profitability of the Corporation and may also affect the value of the Corporation’s assets and the amount of shareholders’ equity.   

A significant portion of the Corporation’s assets and liabilities are denominated in South African Rand and United States Dollars.  Management do not consider that the fluctuation of the value of these currencies to the Canadian Dollar could have a significant impact on the results of operations. Blanket Mine operations are now transacted using the United States Dollar as the functional currency. As a result of the introduction of the US Dollar as legal tender in Zimbabwe the hyperinflationary environment has decreased dramatically. The shareholder loan account in Zimbabwe is denominated in US Dollars and will generate foreign exchange losses for Blanket Mine depending on the exchange rate between the US dollar and the Canadian Dollar. The fair values of these financial instruments approximate their carrying values, unless otherwise noted.  The Corporation does not use any derivative instruments to reduce its foreign currency risks.


Below is a summary of the cash or near cash items denominated in a currency other than the Canadian Dollar that would be affected by changes in exchanges rates relative to the Canadian Dollar.



$000

US Dollars

SA  Rand

Cash

14

1,902

Accounts Receivable

3,173

1,394

Accounts Payable

979

365

The table below illustrates by how much a 1% change in the rate of exchange between the Canadian Dollar and the currencies above will affect net income.

$000

US Dollars

SA  Rand

Cash

-

3

Accounts Receivable

27

2

Accounts Payable

8

1


ii) Interest Rate Risk

Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates.

Unless otherwise noted, it is the opinion of management that the Corporation is not exposed to significant interest rate risk as it is debt free and only utilizes overdraft facilities for short periods if necessary. As a result of Blanket Mine being brought back into production (see Note 16) working capital borrowings will increase in Zimbabwe. The working capital loans will be US Dollar denominated and will attract interest rates of approximately 6% pa. It is the intention of Blanket to borrow further funds to complete the No 4 shaft expansion project. No acceptable term sheet has been received for these loans and thus the interest rate is unknown. The Corporation’s cash and cash equivalents include highly liquid investments that earn interest at market rates. The Corporation manages its interest rate risk by endeavoring to maximize the interest income earned on excess funds




18










Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



while maintaining the liquidity necessary to conduct operations on a day-to-day basis. The Corporation’s policy focuses on preservation of capital and limits the investing of excess funds to liquid term deposits in “A” grade financial institutions.

Fluctuations in market interest rates have not had a significant impact on the Corporation’s results of operations due to the short-term to maturity of the investments held.


iii) Concentration of Credit Risk

Credit risk is the risk of a financial loss to the Corporation if a gold sales customer fails to meet its contractual obligation. Credit risk arises principally from the Corporation’s receivables from the Reserve Bank of Zimbabwe (“RBZ”) who was the sole buyer of gold produced in Zimbabwe, in terms of legislation.  

At December 31, 2008 the RBZ owed Blanket US$2,400,000 (at fair value). The amount owed to Blanket was converted into a Special Tradable Gold-backed Foreign Exchange Bond (“Bond”) by RBZ following the Monetary Policy announcement on February 2, 2009 that has the following features;


·

Term of 12 months

·

Interest at 8% pa on maturity on February 1, 2010.

·

Bond may be sold locally, regionally or internationally at an agreed price

·

RBZ will honour the full principal plus interest on maturity


 The lack of foreign currency in Zimbabwe affects all business sectors and management maintains close relations with RBZ to ensure payments are made whenever necessary, to sustain operations, within the capabilities of the RBZ.

 

iv) Liquidity Risk

Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due.

The Corporation manages its liquidity by ensuring that there is sufficient capital to meet short and long term business requirements, after taking into account cash flows from operations and the Corporation’s holdings of cash and cash equivalents. The Corporation believes that these sources will be sufficient to cover the likely short and long term cash requirements. Senior management is also actively involved in the review and approval of planned expenditures by regularly monitoring cash flows from operations and anticipated investing and financing activities.

v) Commodity Price Risk

The value of the Corporation’s mineral resource properties is related to the price of gold, platinum and cobalt, and the outlook for these minerals. In addition, adverse changes in the price of certain raw materials can significantly impair the Corporation’s cash flows.

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



19











Caledonia Mining Corporation

Notes to the Consolidated Financial Statements

(in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts)



certain other factors related specifically to gold.

In the Monetary Policy Announcement made by RBZ on February 2, 2009, Blanket became eligible to export its gold to a refiner of its choice and to receive 100% of the proceeds in US Dollars paid into its foreign currency account at a Zimbabwean commercial bank. As a result of this announcement, Blanket resumed mining operations on April 7, 2009 after receiving all the necessary licenses from the Ministry of Finance and the RBZ.


14.

Capital Management

The Corporation’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the mining operations and exploration potential of the mineral properties.

The Corporation’s capital includes, short-term debt, long-term debt and equity, comprising issued common shares, contributed surplus and retained earnings.

The Corporation’s primary objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its ongoing operations, to provide returns for shareholders and benefits for other stakeholders and to pursue growth opportunities.  To secure additional capital to pursue these plans, the Corporation may attempt to raise additional funds through borrowing and/or the issuance of equity, debt or by securing strategic partners.

In order to maximize ongoing exploration efforts, the Corporation does not pay dividends.


As at June 30, 2009, the Corporation is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital risk management strategy.



$000

As at June 30, 2009

As at December 31, 2008

Issued common shares

196,125

196,125

Contributed surplus

1,917

1,902

Other comprehensive income

(157)

3

Deficit

(177,873)

(176,834)

Total

20,012

21,196



15.

Comparative Figures

The prior period figures have been reclassified to conform to the current presentation.







20












Directors and Management at June 30, 2009

 

 

BOARD OF DIRECTORS

OFFICERS

G.R. Pardoe (1) (2) (3) (4) (5)

G.R. Pardoe (1) (2) (3) (4) (5)

Chairman of the Board,

Chairman of the Board,

Johannesburg, South Africa

Johannesburg, South Africa

 

 

S. E. Hayden(3) (4) (5)

S. E. Hayden(3) (4) (5)

President and Chief Executive Officer

President and Chief Executive Officer

Johannesburg, South Africa

Johannesburg, South Africa

 

 

J. Johnstone

S. R. Curtis (5)

Retired Mining Engineer

Vice-President Finance and Chief Financial officer

Gibsons, British Columbia, Canada

Johannesburg, South Africa  

 

 

F C. Harvey (1)

Dr.  T. Pearton

Retired Executive

Vice President Exploration

Oakville, Ontario, Canada

Johannesburg, South Africa

 

 

C. R. Jonsson  (2) (3) (5)

J.M. Learmonth

Principal of Tupper Jonsson& Yeadon

Vice-President Business Development

Barristers & Solicitors

Johannesburg, South Africa

Vancouver, British Columbia,

 

Canada

BOARD COMMITTEES

 

(1)  Audit Committee

R. W. Babensee (1) (2)

(2)  Compensation Committee

Chartered Accountant – Retired

(3)  Corporate Governance Committee

Toronto, Ontario, Canada

(4)  Nominating Committee

 

(5)  Disclosure Committee

S. R. Curtis (5)

 

Vice-President Finance and Chief Financial officer

 

Johannesburg, South Africa

 

 

 

 

 






21










Corporate Directory

CORPORATE OFFICES

SOLICITORS

Canada - Head Office

Borden Ladner Gervais LLP

Caledonia Mining Corporation

Suite 4100, Scotia Plaza

      Suite 1201, 67 Yonge Street

40 King Street West

Toronto, Ontario M5E 1J8 Canada

Toronto, Ontario M5H 3Y4 Canada

Tel:(1)(416) 369-9835 Fax:(1)(416) 369-0449

Tupper, Jonsson & Yeadon

info@caledoniamining.com

1710-1177 West Hastings St, Vancouver,

British Columbia V6E 2L3 Canada

South África – África Office

Greenstone Management Services (Pty) Ltd.

AUDITORS  

P.O. Box 834

BDO Dunwoody LLP

Saxonwold 2132

Chartered Accountants

South Africa

Suite 3300, 200 Bay Street

Tel: (27)(11) 447-2499 Fax: (27)(11) 447-2554

   

Royal Bank Plaza, South Tower

   

Toronto, Ontario M5J 2J8 Canada

Zambia

          

Caledonia Mining (Zambia) Limited

REGISTRAR & TRANSFER AGENT

 

P.O. Box 36604

      

      

Equity Transfer Services Inc.

         Lusaka, Zambia

Suite 400 200 University Ave

Tel:(260)(1) 29-1574 Fax(260)(1) 29-2154

  

Toronto, Ontario M5H 4H1 Canada

          

           Tel: (416) 361-0152 Fax:(416) 361-0470

Zimbabwe

   

Caledonia Holdings Zimbabwe (Limited)

BANKERS

P.O. Box CY1277

Canadian Imperial Bank of Commerce

Causeway, Harare

6266 Dixie Road

Zimbabwe

Mississauga, Ontario L5T 1A7 Canada

Tel:

(263)(4) 701 151/4 Fax:(263)(4) 702 248  

NOMADS AND BROKERS (AIM)

CAPITALIZATION at August 07, 2009

RBC Capital Markets

Authorised: Unlimited

71 Queen Victoria Street

Shares, Warrants and Options Issued:

London EC4V 4DE

Common Shares:       500,169,280

Tel: +44 20 7653 4000

Warrants:

Nil

Options:

34,430,000

SHARES LISTED

Toronto Stock Exchange Symbol “CAL”

         

   

NASDAQ OTC BB Symbol "CALVF"

London “AIM” Market Symbol “CMCL”

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


                



22