EX-99.1 2 exh99_1.htm EXHIBIT 99.1
 

Exhibit 99.1
 
 
 
-MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL INFORMATION
 
To the Shareholders of Caledonia Mining Corporation Plc
Management has prepared the information and representations in this interim report. The unaudited condensed consolidated interim financial statements of Caledonia Mining Corporation Plc ("Group") have been prepared in accordance with International Accounting Standard 34 ("IAS 34") Interim Financial Reporting and, where appropriate, these statements include some amounts that are based on best estimates and judgment. Management have determined such amounts on a reasonable basis in order to ensure that the unaudited condensed consolidated interim financial statements are presented fairly, in all material respects.
The Management Discussion and Analysis ("MD&A") also includes information regarding the impact of current transactions, sources of liquidity, capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected.
The Group maintains adequate systems of internal accounting and administrative controls, consistent with reasonable cost. Such systems are designed to provide reasonable assurance that relevant and reliable financial information is produced.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting ("ICOFR"). Any system of internal controls over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
At June 30, 2016, management evaluated the effectiveness of the Group's internal control over financial reporting and concluded that such internal control over financial reporting was effective and there were no material weaknesses or changes in internal controls identified by management.
As part of their monitoring and oversight role, the Audit Committee performs a review and conducts discussions with management. No material exceptions were noted based on the additional procedures and no evidence of fraudulent activity was found.
The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfils its responsibilities for financial reporting and internal control. The Audit Committee is composed of three independent directors. This Committee meets periodically with management and the external auditor to review accounting, auditing, internal control and financial reporting matters.
These condensed consolidated interim financial statements have not been reviewed by the Group's auditor.
The unaudited condensed consolidated interim financial statements for the period ended June 30, 2016 were approved by the Board of Directors and signed on its behalf on August 11,  2016.
(Signed) S. R. Curtis
(Signed) M. Learmonth
 
 
Chief Executive Officer
Chief Financial Officer


Condensed consolidated statements of profit or loss and other comprehensive income
 
(In thousands of United States dollar, unless indicated otherwise)
                   
Unaudited
       
For the 3 months
ended June 30
   
For the 6 months
ended June 30
 
   
Note
   
2016
   
2015
   
2016
   
2015
 
Revenue
         
15,681
     
12,212
     
29,104
     
25,128
 
Less: Royalty
         
(785
)
   
(611
)
   
(1,457
)
   
(1,258
)
          Production costs
 
6
     
(8,081
)
   
(7,515
)
   
(16,123
)
   
(15,198
)
          Depreciation
         
(879
)
   
(834
)
   
(1,700
)
   
(1,672
)
Gross profit
         
5,936
     
3,252
     
9,824
     
7,000
 
Other income
         
17
     
15
     
74
     
23
 
Administrative expenses
 
7
     
(1,799
)
   
(1,889
)
   
(3,236
)
   
(3,519
)
Net foreign exchange (loss)/gain
         
(228
)
   
114
     
(200
)
   
619
 
Share based payment expense
 
8
     
(159
)
   
-
     
(250
)
   
-
 
Sale of Blanket Mine treasury bills
 
9
     
3,203
     
-
     
3,203
     
-
 
Margin call on hedge
 
10
     
-
     
-
     
(435
)
   
-
 
Operating profit
         
6,970
     
1,492
     
8,980
     
4,123
 
Finance income
         
-
     
1
     
1
     
1
 
Finance cost
         
(53
)
   
(35
)
   
(90
)
   
(71
)
Net finance costs
         
(53
)
   
(34
)
   
(89
)
   
(70
)
Profit before tax
         
6,917
     
1,458
     
8,891
     
4,053
 
Tax expense
         
(2,381
)
   
(986
)
   
(3,507
)
   
(1,954
)
Profit for the period
         
4,536
     
472
     
5,384
     
2,099
 
Other comprehensive income
                                     
Items that are or may be classified to profit or loss
                 
Foreign currency translation differences for foreign operations
         
(131
)
   
(218
)
   
(27
)
   
(548
)
Total comprehensive income for the period
         
4,405
     
254
     
5,357
     
1,551
 
Profit attributable to:
                                     
Shareholders of the Company
         
3,607
     
266
     
4,150
     
1,522
 
Non-controlling interests
         
929
     
206
     
1,234
     
577
 
Profit for the period
         
4,536
     
472
     
5,384
     
2,099
 
Total comprehensive income attributable to:
                                     
Shareholders of the Company
         
3,476
     
48
     
4,123
     
974
 
Non-controlling interests
         
929
     
206
     
1,234
     
577
 
Total comprehensive income for the period
         
4,405
     
254
     
5,357
     
1,551
 
Earnings per share
                                     
Basic earnings per share ($)
         
0.067
     
0.004
     
0.077
     
0.027
 
Diluted earnings per share ($)
         
0.067
     
0.004
     
0.077
     
0.027
 
 
 

 
Condensed consolidated statements of financial position
             
(In thousands of United States dollars, unless indicated otherwise)
       
Unaudited
                 
As at
       
June 30,
   
December 31,
 
   
Note
   
2016
   
2015
 
Assets
                 
Property, plant and equipment
   
12
     
55,763
     
49,218
 
Deferred tax asset
           
54
     
58
 
Total non-current assets
           
55,817
     
49,276
 
                         
Inventories
           
6,440
     
6,091
 
Prepayments
           
457
     
667
 
Trade and other receivables
   
11
     
5,134
     
3,839
 
Income tax receivable
           
233
     
397
 
Cash and cash equivalents
           
10,581
     
12,568
 
Total current assets
           
22,845
     
23,562
 
Total assets
           
78,662
     
72,838
 
                         
Equity and liabilities
                       
Share capital
           
54,674
     
54,569
 
Reserves
           
141,915
     
141,942
 
Retained loss
           
(144,701
)
   
(147,654
)
Equity attributable to shareholders
           
51,888
     
48,857
 
Non-controlling interests
           
2,738
     
1,504
 
Total equity
           
54,626
     
50,361
 
                         
Liabilities
                       
Provisions
           
2,798
     
2,762
 
Deferred tax liability
           
13,851
     
11,318
 
Cash settled share based payment
   
8
     
250
     
-
 
Total non-current liabilities
           
16,899
     
14,080
 
                         
Trade and other payables
           
7,035
     
6,656
 
Income taxes payable
           
102
     
53
 
Overdraft
           
-
     
1,688
 
Total current liabilities
           
7,137
     
8,397
 
Total liabilities
           
24,036
     
22,477
 
Total equity and liabilities
           
78,662
     
72,838
 
 
The accompanying notes on pages 6 to 18 are an integral part of these condensed consolidated interim financial statements.
 
On behalf of the Board:  "S.R Curtis"- Chief Executive Officer and "M Learmonth" - Chief Financial Officer
 



Condensed consolidated statements of changes in equity
(In thousands of United States dollars, unless indicated otherwise)
 
Unaudited
 
Share
Capital
   
Foreign
Currency
Translation
Reserve
   
Contributed
Surplus
   
Share based
Payment
Reserve
   
Retained loss
   
Total
   
Non-
controlling
interests
(NCI)
   
Total
Equity
 
                                                 
Balance at December 31, 2014
   
54,569
     
(3,229
)
   
132,591
     
15,847
     
(150,128
)
   
49,650
     
693
     
50,343
 
Transactions with owners:
                                                               
Dividend paid
   
-
     
-
     
-
     
-
     
(1,298
)
   
(1,298
)
   
-
     
(1,298
)
Total comprehensive income:
                                                               
Profit for the period
   
-
     
-
     
-
     
-
     
1,522
     
1,522
     
577
     
2,099
 
Other comprehensive income
   
-
     
(548
)
   
-
     
-
     
-
     
(548
)
   
-
     
(548
)
Balance at June 30, 2015
   
54,569
     
(3,777
)
   
132,591
     
15,847
     
(149,904
)
   
49,326
     
1,270
     
50,596
 
Balance at December 31, 2015
   
54,569
     
(6,520
)
   
132,591
     
15,871
     
(147,654
)
   
48,857
     
1,504
     
50,361
 
Transactions with owners:
                                                               
Shares issued
   
105
     
-
     
-
     
-
     
-
     
105
     
-
     
105
 
Dividend paid
   
-
     
-
     
-
     
-
     
(1,197
)
   
(1,197
)
   
-
     
(1,197
)
Total comprehensive income:
                                                               
Profit for the period
   
-
     
-
     
-
     
-
     
4,150
     
4,150
     
1,234
     
5,384
 
Other comprehensive income
   
-
     
(27
)
   
-
     
-
     
-
     
(27
)
   
-
     
(27
)
Balance at June 30, 2016
   
54,674
     
(6,547
)
   
132,591
     
15,871
     
(144,701
)
   
51,888
     
2,738
     
54,626
 
 
 

 
Condensed consolidated statements of cash flows
 
(In thousands of United States dollars, unless indicated otherwise)
             
                               
Unaudited
       
For the 3 months
ended June 30
   
For the 6 months
ended June 30
 
Cash flows from operating activities
 
Note
   
2016
   
2015
   
2016
   
2015
 
                               
Cash generated by operating activities
   
13
     
7,902
     
2,096
     
9,835
     
3,874
 
Net finance cost paid
           
(54
)
   
(24
)
   
(90
)
   
(49
)
Net tax paid
           
(633
)
   
(219
)
   
(781
)
   
(639
)
Cash from operating activities
           
7,215
     
1,853
     
8,964
     
3,186
 
                                         
Cash flows from investing activities
                                       
Acquisition of Property, plant and equipment
           
(4,926
)
   
(2,689
)
   
(8,230
)
   
(5,800
)
Proceeds from Property, plant and equipment
           
3
     
-
     
59
     
-
 
Net cash used in investing activities
           
(4,923
)
   
(2,689
)
   
(8,171
)
   
(5,800
)
                                         
Cash flows from financing activities
                                       
Dividend paid
           
(599
)
   
(634
)
   
(1,197
)
   
(1,298
)
Shares issued
           
47
     
-
     
105
     
-
 
Net cash used in financing activities
           
(552
)
   
(634
)
   
(1,092
)
   
(1,298
)
Net increase/(decrease) in cash and cash equivalents
           
1,740
     
(1,470
)
   
(299
)
   
(3,912
)
Cash and cash equivalents at beginning of period
           
8,841
     
20,640
     
10,880
     
23,082
 
Cash and cash equivalents at end of period
           
10,581
     
19,170
     
10,581
     
19,170
 
 
 


Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

1 Reporting entity
Caledonia Mining Corporation Plc (the "Company") is a company domiciled in Jersey, Channel Islands. The address of the Company's registered office is 43-45 La Motte Street, JE4 8SD, Jersey, Channel Islands. These condensed consolidated interim financial statements of the Group as at and for the 6 months ended June 30, 2016 comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities"). The Group is primarily involved in the operation of a gold mine and the exploration and development of mineral properties for precious metals.
 
2 Basis for preparation
 
(a) Statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all the information required for full annual financial statements. Accordingly, certain information and disclosures normally included in the annual financial statements prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) have been omitted or condensed. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended December 31, 2015.
 
(b) Basis of measurement
The unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for:
 
· derivative financial instruments measured at fair value; and
 
· liabilities for cash settled share based payment arrangements measured at fair value.
 
(c) Functional and presentation currency
These condensed consolidated interim financial statements are presented in United States dollars, which is also the functional currency of the Company. All financial information presented in United States dollars have been rounded to the nearest thousand, unless indicated otherwise.
 
3 Use of estimates and judgements
Management makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and assumptions are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied as at December 31, 2015 and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2015
 
4 Significant accounting policies
Except as stated otherwise, the same accounting policies and methods of computation have been applied consistently to all periods presented in these condensed consolidated interim financial statements as compared to the Group's annual financial statements for the year ended December 31, 2015. In addition, the accounting policies have been applied consistently by the Group entities.
 


Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

(i)  Share based payment expense
 
The fair value of the amount payable to employees in respect of share based awards, which will be settled in cash, is recognised as an expense with a corresponding increase in liabilities, over the period over which the employee becomes unconditionally entitled to payment. The liability is re-measured at each reporting date. Any changes in the fair value of the liability are recognised as an expense in profit or loss.
 
Additional information about significant judgements and estimates and the assumptions used to estimate fair value for cash settled share-based payment transactions are disclosed in note 8.
 
 (ii) Derivatives
 
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The group does not designate derivatives as speculative hedging instruments, therefore subsequent changes in fair value are recognised in profit or loss.
 
5 Blanket Zimbabwe Indigenisation Transaction
 
Blanket Mine (1983) (Private) Limited ("Blanket") indigenisation transaction
 
 
On February 20, 2012 the Group announced that it had signed a Memorandum of Understanding ("MoU") with the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective 51% ownership interest in the Blanket Mine for a paid transactional value of $30.09 million. Pursuant to the above, the Group entered into agreements with each Indigenisation Shareholder to sell its 51% ownership interest in Blanket Mine as follows:
 
· A 16% interest was sold to the National Indigenisation and Economic Empowerment Fund ("NIEEF") for $11.74 million.
· A 15% interest was sold to Fremiro, which is owned by Indigenous Zimbabweans, for $11.01 million.
· A 10% interest was sold to Blanket Employee Trust Services (Private) Limited ("BETS") for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust ("Employee Trust") with Blanket Mine's employees holding participation units in the Employee Trust.
· A 10% interest was donated to the Gwanda Community Share Ownership Trust ("Community Trust"). Blanket Mine undertook and paid a non-refundable donation of $1 million to the Community Trust.

The Group facilitated the vendor funding of these transactions which are repaid by way of dividends from Blanket Mine. 80% of dividends declared by Blanket Mine are used to repay such loans and the remaining 20% unconditionally accrues to the respective Indigenous Shareholders. Outstanding balances on these facilitation loans attract interest at a rate of 10% over the 12-month LIBOR. The timing of the repayment of the loans depends on the future financial performance of Blanket Mine and the extent of future dividends declared by Blanket Mine. To facilitate the capital expenditure of a production expansion programme Blanket Mine has suspended dividend payments. A moratorium was placed on interest until dividend payments resumed in early August 2016.

Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

 
5 Blanket Zimbabwe Indigenisation Transaction (continued)

The facilitation loans were declared by Caledonia Holdings Zimbabwe (Blanket Mine's parent company) to a wholly-owned subsidiary of Caledonia Mining Corporation Plc as a dividend in specie on February 14, 2013 and withholding tax amounting to $1.504 million was paid and expensed on March 5, 2013.

Recapitalisation of Blanket Mine
 
During quarter 4 of 2015 the decision was taken to recapitalise Blanket Mine's cash resources and Caledonia approved an intercompany loan of $5.0m to Blanket Mine through Caledonia Holdings Zimbabwe (Private) Limited ("CHZ") a wholly owned subsidiary of the Company.  It was intended that these loans would be re-structured as a rights issue by Blanket Mine so that all of Blanket Mine's shareholders would participate in the recapitalisation. The indigenous Zimbabwean shareholders would receive additional vendor funding to participate in the rights issue. The re-structuring of the intercompany loans was expected to be finalised during Quarter 2 of 2016, once certain administrative conditions were fulfilled.  The strengthening in the gold price during 2016 and the sale of the Blanket Mine treasury bills (refer to note 9) meant that Blanket Mine's cash position was better than expected and it had no need for an injection of permanent funding.  Therefore the planned re-structure of the vendor finance loans were cancelled and the intercompany loans totalling $5.0m were repaid to CHZ on July 1, 2016.
 
The indigenisation agreements concluded on February 20, 2012, were accounted for as follows:
· Non-controlling interests (NCI) were recognised on the portion of shareholding upon which dividends declared by Blanket Mine will accrue unconditionally to equity holders as follows:
(a) 20% of the 16%  shareholding of NIEEF;
(b) 20% of the 15%  shareholding of Fremiro;
(c) 100% of the 10% shareholding of the Community Trust.
· This effectively means that NCI is recognised at Blanket Mine level at 16.2% of the net assets.
·
The remaining 80% of the shareholding of NIEEF and Fremiro is recognised as non-controlling interests to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on  the facilitation loans including interest. At June 30, 2016 the attributable net asset value did not exceed the balance on the respective loan accounts and thus no additional NCI was recognised.
· The transaction with the BETS will be accounted for in accordance with IAS 19 Employee Benefits (profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in 20% of the dividends accruing to the 10% shareholding in Blanket Mine if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceed the balance on the BETS facilitation loan they will accrue to the employees at the date of such declaration.
· The Employee Trust and BETS are structured entities which are effectively controlled and consolidated by Blanket Mine. Accordingly the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised.
 

Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

5 Blanket Zimbabwe Indigenisation Transaction (continued)
 
Indigenisation shareholding percentages and facilitation loan balances
 
 
 
USD
 
Shareholding
   
NCI
Recognised
   
NCI subject
to facilitation
loan
   
Balance of
facilitation
loan at June
30, 2016 #
   
Dec, 31
2015
 
NIEEF
   
16
%
   
3.2
%
   
12.8
%
   
11,907
     
11,907
 
Fremiro
   
15
%
   
3.0
%
   
12.0
%
   
11,657
     
11,657
 
Community Trust
   
10
%
   
10.0
%
   
-
     
-
     
-
 
BETS ~
   
10
%
   
-
*
   
-
*
   
7,772
     
7,772
 
     
51
%
   
16.2
%
   
24.8
%
 
US$31,336
   
US$31,336
 

The balance on the facilitation loans is reconciled as follows:
 
USD '000's
 
Balance at December 31, 2015
   
31,336
 
Interest accrued &
   
-
 
Dividends used to repay loans
   
-
 
Balance at June 30, 2016
   
31,336
 

& An interest moratorium has been placed on all facilitation loans until dividends are resumed by Blanket Mine.
*The shares held by BETS are effectively treated as treasury shares (see above).
~ Accounted for under IAS19 Employee Benefits.
# Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable (see above).

Advance dividends
In anticipation of completion of the subscription agreements, Blanket Mine agreed to an advance dividend arrangement with the Community Trust against their right to receive dividends declared by Blanket Mine on their shareholding. Advance dividends were paid as follows:
· A US$2 million payment on or before September 30, 2012;
· A US$1 million payment on or before February 28, 2013; and
· A US$1 million payment on or before April 30, 2013.
These advance payments have been recorded to a loan account bearing interest at a rate of 10% over the 12-month LIBOR.  The loan is repayable by way of set off of future dividends on the Blanket Mine shares owed by the Community Trust. The outstanding balance of the advance dividend loan is $3,237,000 (2015: $3,237,000). A moratorium was placed on the interest of the advanced dividend loan until such time as dividends resume, no repayments have been made or interest accumulated from December 31, 2014. Dividends and interest resumed in early August 2016.


Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

6 Production costs
   
2016
   
2015
 
Salaries, wages and bonuses
   
6,321
     
5,820
 
Consumable materials
   
8,046
     
7,569
 
Site restoration
   
1
     
3
 
Exploration
   
189
     
169
 
Safety
   
248
     
278
 
On mine administration
   
1,318
     
1,359
 
     
16,123
     
15,198
 
 
7 Administrative expenses
   
2016
   
2015
 
Investor  relations
   
269
     
228
 
Eersteling gold mine holding costs
   
56
     
60
 
Professional consulting fees
   
510
     
266
 
Audit fee
   
174
     
172
 
Legal fee and disbursements
   
412
     
109
 
Advisory services fee
   
80
     
95
 
Listing fees
   
226
     
129
 
Travel
   
216
     
136
 
Directors fee – Company
   
113
     
113
 
Directors fee – Blanket
   
16
     
36
 
Employee costs
   
1,118
     
1,254
 
Zambian holding costs
   
-
     
668
 
Other
   
46
     
253
 
     
3,236
     
3,519
 
 
8 Share based payment expense
Certain key management members were granted Restricted Share Units ("RSU's") and Performance Share Units ("PSU's"), pursuant to provisions of the 2015 Omnibus Equity Incentive Compensation Plan.
303,225 RSU's and 1,212,903 PSU's were granted and approved by the Compensation Committee of the Board of Directors on January 11, 2016. These RSU's will vest on January 11, 2019 given that the service condition of the relevant employees are fulfilled at this date. The value of the vested RSU's will be the amount of RSU's vested multiplied by the fair market value, as specified by the plan, on date of settlement.
Of the 1,212,903 PSU's, 109,677 PSU's have a performance period from January 1, 2016 to December 31, 2016 and 1,103,226 from January 1, 2016 to December 31, 2018. Both have a vesting date of January 11, 2019.

Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

PSU's have a service condition and a performance condition attached. The performance condition is a function of production cost, gold production and central shaft depth targets on certain specified dates.  The number of shares that will vest will be the PSU units multiplied by the Performance Multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations on the date of the award. RSU holders are entitled to receive dividends over the vesting period. Such dividends will be reinvested in additional RSU's at the then applicable share price calculated at the average Royal Bank of Canada noon rate immediately preceding the dividend payment, at reporting date 9,624 additional RSU's have been granted due to dividend reinvestments. PSU's have rights to dividends only after they have vested.
 
On March 23, 2016, an additional 54,839 RSU's and 219,355 PSU's were granted to Mr. M Learmonth which will vest on March 23, 2019.  The RSU's have only a service condition attached, whereas the PSU's have a performance period of January 1, 2016 to December 31, 2018 with the same performance criteria as the January 11, 2016 grants.
 
The fair value of the RSU's were estimated to be the Toronto Stock Exchange ("TSX") share price on reporting date. The fair value of the PSU's were calculated as the TSX share price at reporting date less the fair value of the expected dividends during the vesting period multiplied by the performance multiplier expectation.  At this reporting date it is expected that the performance multiplier will be 100% of expectations.
 
The following assumptions were used in estimating the fair value of the cash settled share based payment liability on June 30, 2016:
 
 
RSU's
 
PSU's
 
Fair value
 
 
$
1.00
   
$
0.94
 
Share price
 
 
$
1.00
   
$
1.00
 
Performance multiplier percentage
   
-
     
100
%
Dividend yield
   
-
     
5.5
%
Share units granted up until reporting date
 
Grant
RSU's
 
PSU's
 
Initial grant - January 11, 2016
   
303,225
     
1,212,903
 
Dividend reinvestments
   
9,624
     
-
 
Additional grant M Learmonth - March 23, 2016
   
54,839
     
219,355
 
Total awards at June 30, 2016
   
367,688
     
1,432,258
 
 
9 Sale of Blanket Mine treasury bills
On May 12, 2016 Blanket Mine had sold treasury bills ("Bills") issued by the Government of Zimbabwe for a total consideration of $3,203,000.  The Bills were issued to Blanket in 2015 and replaced the Special Tradeable Gold Bonds ("Bonds") which were issued to Blanket in 2009 as part consideration for gold sales that were made by Blanket in 2008 under the terms of the sales mechanism that existed at that time for Zimbabwean gold producers. The Bonds were fully impaired in previous years, and the impairment value was applied as a deduction from Blanket's income tax liability.  The gross sales proceeds were subject to Zimbabwean income tax at 25.75% in the current quarter.
10 Margin call on gold hedge
 

Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

In February 2016, the Company entered into a hedge in respect of 15,000 ounces of gold over a period of 6 months.  The hedge protects the Company if the gold price falls below $1,050 per ounce but gives Caledonia full participation if the price of gold exceeds $1,079 per ounce. The derivative financial instrument was entered into by the Company for economic hedging purposes and not as a speculative investment.
 
The derivative financial liability is measured at fair value and resulted in a loss of $435,000 included in profit or loss. Of the $435,000 loss recognised, $381,000 has realised as at June 30, 2016. The Company has the intention to net settle the loss with the $435,000 margin call deposited, which constitutes the Company's maximum potential exposure in terms of the hedge.
 
11 Trade and other receivables
 
   
June 30
   
December 31
 
   
2016
   
2015
 
             
Bullion sales receivable
   
2,429
     
-
 
VAT receivables
   
1,369
     
2,997
 
Deposits for stores and equipment and other receivables
   
1,336
     
842
 
     
5,134
     
3,839
 
The cash relating to the bullion sales receivable was received shortly after the period end.
 



Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

12 Property, plant and equipment
 
   
Land and
buildings
   
Mineral
properties
being
depreciated
   
Mineral
properties
not
depreciated
   
Plant and
equipment
   
Fixtures
and
fittings
   
Motor
vehicles
   
Total
 
Cost
                                         
                                           
Balance at January 1, 2015
   
7,608
     
18,839
     
13,262
     
20,968
     
1,192
     
1,971
     
63,840
 
Additions
   
681
     
14,359
     
1,595
     
1,144
     
149
     
265
     
18,193
 
Surrender of Zambian assets *
   
-
     
-
     
(11,527
)
   
-
     
-
     
-
     
(11,527
)
Reallocations between asset classes
   
(256
)
   
-
     
1,012
     
(756
)
   
-
     
-
     
-
 
Disposals
   
-
     
-
     
-
     
(124
)
   
-
     
(77
)
   
(201
)
Foreign exchange movement
   
(44
)
   
(89
)
   
(69
)
   
(606
)
   
(64
)
   
(90
)
   
(962
)
Balance at December 31, 2015
   
7,989
     
33,109
     
4,273
     
20,626
     
1,277
     
2,069
     
69,343
 
Additions
   
-
     
7,375
     
553
     
206
     
34
     
62
     
8,230
 
Disposals
   
-
     
-
     
-
     
-
     
-
     
(8
)
   
(8
)
Reallocations between asset classes
   
-
     
1,011
     
(993
)
   
(18
)
   
-
     
-
     
-
 
Foreign exchange movement
   
7
     
70
     
-
     
-
     
9
     
9
     
95
 
Balance at June 30, 2016
   
7,996
     
41,565
     
3,833
     
20,814
     
1,320
     
2,132
     
77,660
 
                                                         
  * The Group surrendered all exploration rights relating to the Zambian operations for a nominal value during 2015. The Zambian assets were fully impaired in years prior to 2015
 

Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)


12 Property, plant and equipment - (continued)
 
Accumulated depreciation and Impairment losses
 
Land and
buildings
   
Mineral properties being depreciated
   
Mineral
properties not depreciated
   
Plant and
equipment
   
Fixtures and
fittings
   
Motor
vehicles
   
Total
 
Balance at January 1, 2015
   
1,763
     
3,435
     
11,527
     
10,130
     
946
     
1,303
     
29,104
 
Depreciation for the year
   
559
     
451
     
-
     
1,894
     
98
     
320
     
3,322
 
Surrender of Zambian assets *
   
-
     
-
     
(11,527
)
   
-
     
-
     
-
     
(11,527
)
Impairment
   
-
     
-
     
-
     
(117
)
   
-
     
(51
)
   
(168
)
Foreign exchange movement
   
(1
)
   
(105
)
   
-
     
(383
)
   
(48
)
   
(69
)
   
(606
)
Balance at December 31, 2015
   
2,321
     
3,781
     
-
     
11,524
     
996
     
1,503
     
20,125
 
Depreciation
   
315
     
375
     
-
     
779
     
52
     
179
     
1,700
 
Disposals
   
-
     
-
     
-
     
-
     
-
     
(8
)
   
(8
)
Foreign exchange movement
   
-
     
64
     
-
     
-
     
8
     
8
     
80
 
Balance at June 30, 2016
   
2,636
     
4,220
     
-
     
12,303
     
1,056
     
1,682
     
21,897
 
 
Carrying amounts
                                                       
 
At December 31, 2015
   
5,668
     
29,328
     
4,273
     
9,102
     
281
     
566
     
49,218
 
At June 30, 2016
   
5,360
     
37,345
     
3,833
     
8,511
     
264
     
450
     
55,763
 
 
*  The Group surrendered all exploration rights relating to the Zambian operations for a nominal value during 2015. The Zambian assets were fully impaired in years prior to 2015.
 


Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

13 Cash generated by operating activities
 
Non-cash items and information presented separately on the cash flow statement:
   
2016
   
2015
 
             
Operating profit
   
8,980
     
4,123
 
Adjustments for:
               
Unrealised foreign exchange gain
   
(7
)
   
(1,596
)
Share based payment expense
   
250
     
-
 
Unrealised margin call
   
54
     
-
 
Profit on sale of property, plant and equipment
   
(59
)
   
(23
)
Site restoration
   
1
     
3
 
Depreciation
   
1,700
     
1,672
 
Cash generated by operations before working capital changes
   
10,919
     
4,179
 
Inventories
   
(349
)
   
(32
)
Prepayments
   
158
     
13
 
Trade and other receivables
   
(1,277
)
   
(558
)
Trade and other payables
   
384
     
272
 
 
Cash generated by operating activities
 
   
9,835
     
3,874
 


Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

14 Operating Segments

The Group's operating segments have been identified based on geographic areas. The Group has three reportable segments as described below, which are the Group's strategic business units. The strategic business units are managed separately because they require different decision making strategies. For each of the strategic business units, the Group's CEO reviews internal management reports on at least a quarterly basis. Geographical areas describing the operations of the Group's reportable segments are categorised as Corporate, Zimbabwe and South Africa. The Corporate segment comprises the holding company and Greenstone Management Services Limited (United Kingdom). The Zimbabwe operating segment comprises Caledonia Holdings Zimbabwe Limited and subsidiaries. The Zambia segments consisted of Nama copper project and cobalt project during 2015. The Zambian entities which comprised a fourth strategic business unit in previous reporting periods were closed down on September 2, 2015. The South Africa geographical segment comprises a gold mine as well as sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Group's CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

Geographic segment profit as at June 30, 2016
 
Corporate
   
Zimbabwe
   
South
Africa
   
Inter-group
eliminations
adjustments
   
Total
 
                               
Revenue
   
-
     
29,104
     
5,383
     
(5,383
)
   
29,104
 
Royalty
   
-
     
(1,457
)
   
-
     
-
     
(1,457
)
Production costs
   
-
     
(16,217
)
   
(4,880
)
   
4,974
     
(16,123
)
Management fee
   
-
     
(1,980
)
   
1,980
     
-
     
-
 
Depreciation
   
-
     
(1,839
)
   
(21
)
   
160
     
(1,700
)
Other income
   
-
     
70
     
4
     
-
     
74
 
Administrative expenses
   
(1,832
)
   
(16
)
   
(1,388
)
   
-
     
(3,236
)
Foreign exchange gain/(loss)
   
45
     
-
     
(245
)
   
-
     
(200
)
Share based payment expense
   
(250
)
   
-
     
-
     
-
     
(250
)
Sale of Blanket Mine treasury bills
   
-
     
3,203
     
-
     
-
     
3,203
 
Margin call on hedge
   
(435
)
   
-
     
-
     
-
     
(435
)
Net finance costs
   
-
     
(90
)
   
1
     
-
     
(89
)
Profit before tax
   
(2,472
)
   
10,778
     
834
     
(249
)
   
8,891
 
Tax expense
   
-
     
(3,156
)
   
(351
)
   
-
     
(3,507
)
Profit for the period
   
(2,472
)
   
7,622
     
483
     
(249
)
   
5,384
 
 



Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

14 Operating Segments (continued)
 
   
Corporate
   
Zimbabwe
   
South
Africa
   
Inter-group
eliminations
   
Total
 
 
Geographic segment assets as at June 30, 2016
                             
                               
Current assets (excluding intercompany)
   
1,988
     
14,784
     
6,737
     
(664
)
   
22,845
 
Non-current assets (excluding intercompany)
   
40
     
57,340
     
369
     
(1,932
)
   
55,817
 
Intercompany assets
   
46,996
     
-
     
6,393
     
(53,389
)
   
-
 
Expenditure on property, plant and equipment
   
-
     
8,567
     
10
     
(347
)
   
8,230
 
   
Geographic segment liabilities as at June 30, 2016
 
Current liabilities (excluding intercompany)
   
(544
)
   
(5,356
)
   
(1,237
)
   
-
     
(7,137
)
Non-current liabilities (excluding intercompany)
   
(250
)
   
(16,167
)
   
(482
)
   
-
     
(16,899
)
Intercompany liabilities
   
(12,063
)
   
(4,095
)
   
(37,231
)
   
53,389
     
-
 
 
Geographic segment profit for the 6 months ended June 30, 2015
 
   
Corporate
   
Zimbabwe
   
South
Africa
   
Zambia
   
Inter-group
eliminations
   
Total
 
                                     
Revenue
   
-
     
25,128
     
4,384
     
-
     
(4,384
)
   
25,128
 
Royalty
   
-
     
(1,258
)
   
-
     
-
     
-
     
(1,258
)
Production costs
   
-
     
(15,538
)
   
(3,816
)
   
-
     
4,156
     
(15,198
)
Management fee
   
-
     
(2,160
)
   
2,160
     
-
     
-
     
-
 
Administrative expenses
   
(998
)
   
(48
)
   
(1,805
)
   
(668
)
   
-
     
(3,519
)
Depreciation
   
-
     
(1,762
)
   
(19
)
   
-
     
109
     
(1,672
)
Other income
   
-
     
23
     
-
     
-
     
-
     
23
 
Foreign exchange gain
   
83
     
-
     
536
     
-
     
-
     
619
 
Finance (cost)/gain
   
-
     
(71
)
   
1
     
-
     
-
     
(70
)
Profit before tax
   
(915
)
   
4,314
     
1,441
     
(668
)
   
(119
)
   
4,053
 
Tax expense
   
-
     
(1,450
)
   
(504
)
   
-
     
-
     
(1,954
)
Profit for the period
   
(915
)
   
2,864
     
937
     
(668
)
   
(119
)
   
2,099
 

Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended June 30, 2016 and June 30, 2015
(In thousands of United States dollars, unless indicated otherwise)

14 Operating Segments (continued)
 
                                     
2015
 
Corporate
   
Zimbabwe
   
South
Africa
   
Zambia
   
Inter-group
eliminations
   
Total
 
Geographic segment assets:
 
                                   
Current (excluding intercompany)
   
8,857
     
10,386
     
4,918
     
1
     
(600
)
   
23,562
 
Non-current (excluding intercompany)
   
40
     
50,613
     
370
     
-
     
(1,747
)
   
49,276
 
Additions to property, plant and equipment
   
-
     
18,385
     
143
     
-
     
(335
)
   
18,193
 
Intercompany balances
   
74,007
     
1,509
     
7,958
     
-
     
(83,474
)
   
-
 
Geographic segment liabilities:
                                               
Current (excluding intercompany)
   
(433
)
   
(6,497
)
   
(1,467
)
   
-
     
-
     
(8,397
)
Non-current (excluding intercompany)
   
-
     
(13,621
)
   
(459
)
   
-
     
-
     
(14,080
)
Intercompany balances
   
(16,734
)
   
(3,507
)
   
(37,290
)
   
(25,943
)
   
83,474
     
-
 
 
Major customer
Revenues from Fidelity Printers and Refiners in Zimbabwe amounted to $29,104,000 (2015: $25,128,000) for the period ended June 30, 2016.
 

Directors and officers as at August 11, 2016
 
BOARD OF DIRECTORS
 
 
L.A. Wilson (1) (2) (3) (4) (7)
Chairman of the Board
Non-executive Director
 
Florida, United States of America
 
 
S. R. Curtis (5) (7)
 
Chief Executive Officer
Johannesburg, South Africa
 
J. Johnstone (2) (4) (6) (7)
 
Non-executive Director
 
Gibsons, British Columbia, Canada
 
 
J. L. Kelly (1) (2) (3) (7)
 
Non-executive Director
Connecticut, United States of America
 
  
J. Holtzhausen (1) (2) (4) (5) (6) (7)
 
 
Chairman Audit Committee
 
Non-executive Director,
Cape Town, South Afric
 
  
M. Learmonth (5) (7)
 
Chief Financial Officer
Jersey, Channel Islands
 
 
John McGloin
 
Non-executive Director
 
Bishops Stortford, United Kingdom
OFFICERS
 
 
S. R. Curtis (5) (7)
Chief Executive Officer
 
Johannesburg, South Africa
 
  
D. Roets (6) (7)
 
Chief Operating Officer
Johannesburg, South Africa
 
 
Dr.  T. Pearton (5) (6) (7)
 
Vice-President Exploration
 
Johannesburg, South Africa
 
 
M. Learmonth (5) (7)
 
Chief Financial Officer
Jersey, Channel Islands
 
  
Minerva Trust and Corporate Services Limited
 
Company Secretary
 
43-45 La motte Street, St Helier, Jersey, Channel islands JE4 8SD
  
Board Committees
 
(1) Audit Committee
(2)  Compensation Committee
(3)  Corporate Governance Committee
 
(4)  Nominating Committee
 
(5)  Disclosure Committee
 
(6)  Technical Committee
(7)  Strategic Planning Committee
 
 

 
CORPORATE DIRECTORY as at August 11, 2016
 
 
CORPORATE OFFICES
 
 
 
Jersey - Head Office
 
 
Caledonia Mining Corporation Plc
 
 
43-45 La Motte Street
 
 
Jersey Channel Islands
 
 
JE4 8SD
 
 
+44 1534 702998
 
 
 
South Africa – Africa Office
 
 
Caledonia Mining South Africa Proprietary Limited
 
 
P.O. Box 4628
 
 
Weltevreden park
South Africa
 
 
Tel: (27)(11) 447-2499 Fax: (27)(11) 447-2554
 
 
Zimbabwe
 
Caledonia Holdings Zimbabwe (Private) Limited
 
 
P.O. Box CY1277
 
 
Causeway, Harare
 
 
Zimbabwe
 
 
Tel: (263) (4) 701 152/4 Fax: (263)(4) 702 248
 
 
 
CAPITALIZATION (August 11, 2016)
 
Authorised:           52,245,905 71 Queen Victoria Street
 
 
 
Shares, Warrants and Options Issued:
 
 
Common Shares:  52,245,905 Tel: +44 20 7653 4000
Warrants:                      Nil
Options                      835,420
 
 
SHARES LISTED
Toronto Stock Exchange Symbol "CAL"
NASDAQ OTCQX Symbol "CALVF"
London "AIM" Market Symbol "CMCL"
 
NOMAD and AIM BROKER
WH Ireland
 
24 Martin Lane
London EC4R ODR
Tel: +44 207 220 1751
WH Ireland
 
 
SOLICITORS
 
 
 
Walkers (Jersey)
 
 
Jersey, Channel Islands
 
 
PO Box 72, Walkers house
 
 
28-34 Hill street, St Helier, Jersey, Channel Islands
 
 
+44 1534 700 700
 
 
 
Borden Ladner Gervais LLP (Canada)
 
 
Suite 4100, Scotia Plaza
 
 
40 King Street West
 
 
Toronto, Ontario M5H 3Y4 Canada
 
 
 
Memery Crystal LLP (United Kingdom)
 
 
44 Southampton Buildings
 
 
London WC2A 1AP
 
 
United Kingdom
 
 
 
BANKERS
 
 
Barclays
 
 
Level 11
 
 
1 Churchill place, Canary Wharf, London, E14 5HP
 
 
 
AUDITORS
 
 
KPMG Inc.
 
 
85 Empire Road
 
 
Parktown 2193
 
 
South Africa
 
Tel: +27 83 445 1400, Fax: + 27 11 647 6018
 
REGISTRAR & TRANSFER AGENT
 
 
Computershare
 
 
100 University Ave, 8th Floor,
 
Toronto, Ontario, M5J 2Y1
 
Tel:+1 416 263 9483