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6-K 1 f6k_051125.htm FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Of the Securities Exchange Act of 1934

 

For the month of May 2025

 

Commission File Number: 001-38164

 

CALEDONIA MINING CORPORATION PLC

(Translation of registrant's name into English)

 

B006 Millais House

Castle Quay

St Helier

Jersey JE2 3EF

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

 

Form 20-F      x       Form 40-F ______

 

 

 

INCORPORATION BY REFERENCE

 

Exhibits 99.1, 99.2 and 99.5 included with this report on Form 6-K are expressly incorporated by reference into this report and are hereby incorporated by reference as exhibits to the Registration Statement on Form F-3 of Caledonia Mining Corporation Plc (File No. 333-281436), as amended or supplemented.

 

 

 


 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

CALEDONIA MINING CORPORATION PLC

  (Registrant)  
       
  By: /s/ JOHN MARK LEARMONTH  
Dated: May 12, 2025

Name:

John Mark Learmonth  
  Title:

CEO and Director

 

 

 


 

 

Exhibit Index

 

Exhibit Description
   
99.1 Interim Financial Statements/Report
99.2 Interim MD&A
99.3 52-109F2 - Certification of Interim Filings - CEO
99.4 52-109F2 - Certification of Interim Filings - CFO
99.5 Consent of Craig Harvey

 

 

 

 

 

 

  

 

 

 

 

EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 


 

Caledonia Mining Corporation Plc

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

 

To the Shareholders of Caledonia Mining Corporation Plc:

 

Management has prepared the information and representations in this report. The unaudited condensed consolidated interim financial statements of Caledonia Mining Corporation Plc and its subsidiaries (the “Group”) have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and, where appropriate, these statements include some amounts that are based on best estimates and judgment. Management has determined such amounts on a reasonable basis in order to ensure that the unaudited condensed consolidated interim financial statements are presented fairly, in all material respects.

The accompanying Management Discussion and Analysis (“MD&A”) also includes information regarding the impact of current transactions, sources of liquidity, capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected.

 

The Group maintains adequate systems of internal accounting and administrative controls, within reasonable cost. Such systems are designed to provide reasonable assurance that relevant and reliable financial information are produced.

 

Management is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICOFR”). Any system of ICOFR, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

At March 31, 2025 management evaluated the effectiveness of the Group’s ICOFR and concluded that such ICOFR was effective based on the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission.

 

The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfils its responsibilities for financial reporting and internal control. The Audit Committee comprise of four independent non-executive directors. This Committee meets periodically with management, the external auditor and internal auditor to review accounting, auditing, internal control and financial reporting matters.

 

These unaudited condensed consolidated interim financial statements have not been audited by the Group’s independent auditor.

 

The unaudited condensed consolidated interim financial statements for the period ended March 31, 2025 were approved by the Board of Directors and signed on its behalf on May 12, 2025.

 

(Signed) J.M. Learmonth (Signed) R.I. Jerrard
   
Chief Executive Officer Chief Financial Officer

 

1


Caledonia Mining Corporation Plc

Consolidated statements of profit or loss and other comprehensive income

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

 

For the             Three months ended March 31,  
Unaudited     Note       2025       2024       2023  
                      Restated*       Restated*  
Revenue             56,178       38,528       29,435  
Royalty             (2,771 )     (1,934 )     (1,480 )
Production costs     6       (22,622 )     (18,960 )     (19,850 )
Depreciation     13       (3,859 )     (3,819 )     (2,255 )
Gross profit             26,926       13,815       5,850  
Net foreign exchange (loss) gain     7       (1,252 )     (4,882 )     36  
Administrative expenses     8       (4,598 )     (2,611 )     (5,938 )
Net derivative financial instrument expense             (1,592 )     (302 )     (434 )
Equity-settled share-based credit (expense)     9.2       144       (201 )     (110 )
Cash-settled share-based expense     9.1       (158 )     (53 )     (280 )
Other expenses     10       (843 )     (600 )     (640 )
Other income             66       164       18  
Operating profit (loss)             18,693       5,330       (1,498 )
Finance income     11       6       6       5  
Finance cost     11       (900 )     (732 )     (772 )
Profit (loss) before tax             17,799       4,604       (2,265 )
Tax expense             (6,636 )     (2,530 )     (2,380 )
Profit (loss) for the period             11,163       2,074       (4,645 )
                                 
Other comprehensive income                                
Items that are or may be reclassified to profit or loss                                
Exchange differences on translation of foreign operations             207       (144 )     (369 )
Total comprehensive income for the period             11,370       1,930       (5,014 )
                                 
Profit (loss) attributable to:                                
Owners of the Company             8,915       1,486       (5,356 )
Non-controlling interests             2,248       588       711  
Profit (loss) for the period             11,163       2,074       (4,645 )
                                 
Total comprehensive income attributable to:                                
Owners of the Company             9,122       1,342       (5,725 )
Non-controlling interests             2,248       588       711  
Total comprehensive income for the period             11,370       1,930       (5,014 )
                                 
Earnings (loss) per share                                
Basic earnings (loss) per share ($)             0.45       0.07       (0.32 )
Diluted earnings (loss) per share ($)             0.45       0.07       (0.32 )

* Refer to note 27.

 

The accompanying notes on pages 7 to 34 are an integral part of these consolidated financial statements.

 

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

2


Caledonia Mining Corporation Plc

Consolidated statements of financial position

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

 

Unaudited         March 31,       December 31,       January 1,  
As at   Note     2025       2024       2024  
                  *Restated  
Assets                
Exploration and evaluation assets     12       98,550       97,326       94,272  
Property, plant and equipment     13       192,131       189,456       179,649  
Deferred tax asset             233       264       153  
Total non-current assets             290,914       287,046       274,074  
                                 
Income tax receivable             216       355       1,120  
Inventories     14       25,317       23,768       20,304  
Derivative financial assets                         88  
Trade and other receivables     15       17,268       12,675       9,952  
Prepayments     16       7,776       6,748       2,538  
Cash and cash equivalents     17       8,728       4,260       6,708  
Assets held for sale     18       13,520       13,512       13,519  
Total current assets             72,825       61,318       54,229  
Total assets             363,739       348,364       328,303  
                                 
Equity and liabilities                                
Share capital     19       165,408       165,408       165,068  
Reserves             138,508       138,465       137,819  
Retained loss             (83,782 )     (89,996 )     (97,143 )
Equity attributable to shareholders             220,134       213,877       205,744  
Non-controlling interests             22,835       20,587       18,456  
Total equity             242,969       234,464       224,200  
                                 
Liabilities                                
Deferred tax liabilities             48,319       48,418       46,123  
Provisions     20       10,585       9,664       10,985  
Loans and borrowings     21       1,219       1,500        
Loan note instruments     22       10,460       8,313       6,447  
Cash-settled share-based payment     9.1       628       411       374  
Lease liabilities             194       199       41  
Total non-current liabilities             71,405       68,505       63,970  
                                 
Cash-settled share-based payment     9.1       674       634       920  
Income tax payable             4,363       2,958       10  
Lease liabilities             140       95       167  
Loans and borrowings     21       1,455       1,174        
Loan note instruments     22       1,093       855       665  
Trade and other payables     23       28,222       26,647       20,503  
Overdrafts     17       13,300       12,928       17,740  
Liabilities associated with assets held for sale     18       118       104       128  
Total current liabilities             49,365       45,395       40,133  
Total liabilities             120,770       113,900       104,103  
Total equity and liabilities             363,739       348,364       328,303  

 

*Refer to note 27.

The accompanying notes on pages 7 to 34 are an integral part of these consolidated financial statements.

3


Caledonia Mining Corporation Plc

Consolidated statements of changes in equity

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

 

Unaudited   Note     Share capital       Foreign currency
translation reserve
      Contributed
surplus
      Equity-settled
share-based
payment reserve
      Retained loss       Total       Non-controlling
interests (NCI)
      Total equity  
Balance January 1, 2023*             83,471       (9,787 )     132,591       14,997       (80,529 )     140,743       16,946       157,689  
Transactions with owners:                                                                        
Dividends declared                                     (627 )     (627 )     (1,512 )     (2,139 )
Share-based payments:                                                                        
Shares issued on settlement of incentive plan awards     9.1       351                               351             351  
Equity-settled share-based expense     9.2                         110             110             110  
Shares issued:                                                                        
Bilboes acquisition             62,394                               62,394             62,394  
Equity raise (net of transaction cost)     19       10,014                               10,014             10,014  
Total comprehensive income:                                                                        
(Loss) profit for the period*                                     (5,356 )     (5,356 )     711       (4,645 )
Other comprehensive income for the period                   (369 )                       (369 )           (369 )
Balance at March 31, 2024*             156,230       (10,156 )     132,591       15,107       (86,512 )     207,260       16,145       223,405  
                                                                         
Balance December 31, 2023*             165,068       (10,409 )     132,591       15,637       (97,143 )     205,744       18,456       224,200  
Transactions with owners:                                                                        
Dividends declared                                     (5,373 )     (5,373 )     (756 )     (6,129 )
Share-based payments:                                                                        
Shares issued on settlement of incentive plan awards     9.1       79                               79             79  
Equity-settled share-based expense     9.2                         201             201             201  
Total comprehensive income:                                                                        
Profit for the period*                                     1,486       1,486       588       2,074  
Other comprehensive income for the period                   (144 )                       (144 )           (144 )
Balance at March 31, 2024*             165,147       (10,553 )     132,591       15,838       (101,030 )     201,993       18,288       220,281  

 

4


Caledonia Mining Corporation Plc

Consolidated statements of changes in equity (continued)

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

 

    Note     Share capital       Foreign currency
translation reserve
      Contributed
surplus
      Equity-settled
share-based
payment reserve
      Retained loss       Total       Non-controlling
interests (NCI)
      Total equity  
Balance at December 31, 2024             165,408       (10,525 )     132,591       16,399       (89,996 )     213,877       20,587       234,464  
Transactions with owners:                                                                        
Dividends declared                                     (2,701 )     (2,701 )           (2,701 )
Share-based payments:                                                                        
Equity-settled share-based expense     9.2                         (164 )           (164 )           (164 )
Total comprehensive income:                                                                        
Profit for the period                                     8,915       8,915       2,248       11,163  
Other comprehensive income for the period                   207                         207             207  
Balance at March 31, 2025             165,408       (10,318 )     132,591       16,235       (83,782 )     220,134       22,835       242,969  
      Note       19                                                          

 

*Refer to note 27.

 

The accompanying notes on pages 7 to 34 are an integral part of these consolidated financial statements.

5


Caledonia Mining Corporation Plc

Consolidated statements of cash flows

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

 

Unaudited       Three months ended March 31,
    Note   2025   2024
             
Cash inflow from operations     24       18,709       6,535  
Interest received             6       6  
Finance costs paid     26       (543 )     (573 )
Tax paid     26       (4,831 )     (1,081 )
Net cash inflow from operating activities             13,341       4,887  
                         
Cash flows used in investing activities                        
Acquisition of property, plant and equipment     26       (7,250 )     (3,741 )
Acquisition of exploration and evaluation assets     12       (1,229 )     (430 )
Acquisition of Put options             (1,592 )     (240 )
Net cash used in investing activities             (10,071 )     (4,411 )
                         
Cash flows from financing activities                        
Dividends paid     26       (1,387 )     (2,720 )
Payment of lease liabilities             (181 )     (37 )
Loan notes - solar bond issue receipts (net of transaction cost)     22.1       2,387        
Net cash from / (used in) financing activities             819       (2,757 )
                         
Net increase / (decrease) in cash and cash equivalents             4,089       (2,281 )
Effect of exchange rate fluctuations on cash and cash equivalents             7       (847 )
Net cash and cash equivalents at the beginning of the period             (8,668 )     (11,032 )
Net cash and cash equivalents at the end of the period     17       (4,572 )     (14,160 )

 

The accompanying notes on pages 7 to 34 are an integral part of these consolidated financial statements.

 

 

 

 

6

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

1 Reporting entity

 

Caledonia Mining Corporation Plc (“Caledonia” or the “Company”) is a company domiciled in Jersey, Channel Islands. The Company’s registered office address is B006 Millais House, Castle Quay, St Helier, Jersey, Channel Islands.

 

These unaudited consolidated interim financial statements as at and for the three months ended March 31, 2025 are of the Company and its subsidiaries (the “Group”). The Group’s primary involvement is in the operation of a gold mine and the exploration and development of mineral properties for precious metals.

 

Caledonia’s shares are listed on the NYSE American LLC stock exchange (symbol – “CMCL”). Depository interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc (symbol – “CMCL”). Caledonia listed on the Victoria Falls Stock Exchange (“VFEX”) (symbol – “CMCL”) on December 2, 2021. Caledonia voluntary delisted from the Toronto Stock Exchange (the “TSX”) on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws until it demonstrates that Canadian shareholders represent less than 2% of issued share capital.

 

2 Basis of preparation
   
2.1 Prior year error

 

In preparation of the consolidated financial statements for the year ended December 31, 2024, an error was identified in the calculation of the deferred tax liabilities of Blanket. The change impacts the Company’s previously filed consolidated financial statements from December 31, 2019. The non-cash restatement was corrected in the opening balances from January 1, 2024 in these unaudited condensed consolidated interim financial statements, as presented in note 27.

 

2.2 Statement of compliance

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all the information required for full annual financial statements. Accordingly, certain information and disclosures normally included in the annual financial statements prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board 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, 2024.

 

2.3 Basis of measurement

 

These unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for:

 

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

 

7

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

2 Basis of preparation (continued)
   
2.4 Functional currency

 

These unaudited condensed consolidated interim financial statements are presented in United States Dollars (“$” or “US Dollars” or “USD”), which is also the functional currency of the Company. All financial information presented in US Dollars has been rounded to the nearest thousand, unless indicated otherwise. Refer to note 7 for foreign exchange effects related to Zimbabwean real-time gross settlement, bond notes or bond coins (“RTGS$”) and the Zimbabwe Gold ("ZiG").

 

3 Use of accounting assumptions, estimates and judgements

 

In preparing these unaudited condensed consolidated interim financial statements, management has made accounting assumptions, estimates and judgements that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognised prospectively. Key accounting assumptions, estimates and judgements applied in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those applied in the preparation of the audited annual consolidated financial statements for the year ended December 31, 2024.

 

4 Material accounting policies

 

The same accounting policies and methods of computation have been applied consistently to all periods presented in these unaudited condensed consolidated interim financial statements as compared to the Group’s annual consolidated financial statements for the year ended December 31, 2024. In addition, the accounting policies have been applied consistently throughout the Group.

 

5 Blanket Zimbabwe Indigenisation Transaction

 

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

 

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

 

8

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

5 Blanket Zimbabwe Indigenisation Transaction (continued)

 

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

 

Accounting treatment

 

The directors of Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”), a wholly-owned subsidiary of the Company, performed an assessment using the requirements of IFRS 10: Consolidated Financial Statements (IFRS 10). It was concluded that CHZ should consolidate Blanket Mine after the indigenisation. The subscription agreements with the indigenous shareholders have been accounted for accordingly as a transaction with non-controlling interests and as a share-based payment transaction.

The subscription agreements, concluded on February 20, 2012, were accounted for as follows:

 

Non-controlling interests (“NCI”) were recognised on the portion of shareholding upon which dividends declared by Blanket Mine will accrue unconditionally to equity holders as follows:

 

(a) 20% of the 16% shareholding of NIEEF;
(b) 20% of the 15% shareholding of Fremiro; and
(c) 100% of the 10% shareholding of the Community Trust.

 

This effectively means that NCI was initially recognised at 16.2% of the net assets of Blanket Mine, until the completion of the transaction with Fremiro, whereby the NCI reduced to 13.2% (see below).

 

The remaining 80% of the shareholding of NIEEF and Fremiro was recognised as NCI to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans, including interest.

 

The transaction with BETS is accounted for in accordance with IAS 19 Employee Benefits (profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in 20% of the dividends accruing to the 10% shareholding in Blanket Mine if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceeds the balance on the BETS facilitation loan, they will accrue to the employees at the date of such declaration.

 

BETS is an entity effectively controlled and consolidated by Blanket Mine. Accordingly, the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised.

 

Fremiro purchase agreement

 

On November 5, 2018 the Company and Fremiro entered into a sale agreement for Caledonia to purchase Fremiro’s 15% shareholding in Blanket Mine. On January 20, 2020 all substantive conditions to the transaction were satisfied. The Company issued 727,266 shares to Fremiro for the cancellation of their facilitation loan and purchase of Fremiro’s 15% shareholding in Blanket Mine. The transaction was accounted for as a repurchase of a previously vested equity instrument. As a result, the Fremiro share of the NCI of $3,600 was derecognised, shares were issued at fair value, the share-based payment reserve was reduced by $2,247 and the Company’s shareholding in Blanket Mine increased to 64% on the effective date.

 

9

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

5 Blanket Zimbabwe Indigenisation Transaction (continued)

 

Blanket Mine’s indigenisation shareholding percentages and facilitation loan balances

 

USD             Effective       NCI subject       Balance of facilitation  
              interest &       to       loan3  
      Shareholding      

NCI

recognised

     

facilitation

loan

     

March 31,

2025

     

December 31,

2024

 
NIEEF     16 %     3.20 %     12.80 %     6,723       6,723  
Community Trust     10 %     10.00 %     %            
BETS1, 2     10 %     %     %     3,535       3,535  
      36 %     13.20 %     12.80 %     10,258       10,258  

 

1 The shares held by BETS are effectively treated as treasury shares.

2 Accounted for under IAS19 Employee Benefits.

3 Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable.

The balance on the facilitation loans is reconciled as follows:

 

      2025       2024  
Balance at January 1     10,258       13,397  
Interest incurred           229  
Dividends used to repay loan           (944 )
Balance at March 31     10,258       12,682  

 

 

10

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

6 Production costs

 

      2025       2024  
Blanket Mine     21,686       18,176  
Salaries and wages     8,350       7,113  
Consumable materials     6,965       6,319  
Electricity costs     3,697       3,196  
Safety     255       220  
Share-based expense (note 9)     248       90  
On mine administration     1,487       823  
Security     421       305  
Solar operations and maintenance services     224       51  
Pre-feasibility exploration costs     39       59  
                 
Bilboes     936       784  
Salaries and wages     312       281  
Consumable materials     270       169  
Electricity costs     120       105  
Share-based expense (note 9)     17       31  
On mine administration     217       220  
                 
      22,622       18,960  

 

7 Net foreign exchange (loss) gain

 

The 2024 Monetary Policy Statement issued by the Governor of the Reserve Bank of Zimbabwe (“RBZ”) on April 5, 2024 replaced the RTGS$ with a new currency that co-circulates with other foreign currencies in the Zimbabwean economy, named Zimbabwe Gold (“ZiG”). The ZiG was introduced at a rate of ZiG13.56:USD1 on April 5, 2024 and all RTGS$ balances were converted from RTGS$ to ZiG using an exchange rate of ZiG1:RTGS$2,499.

 

11

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

The official exchange rate of the ZiG weakened from ZiG13.99:USD1 to ZiG25.80:USD1 at December 31, 2024 to ZiG26.77:USD1 at March 31, 2025 resulting in foreign exchange losses on the ZiG-denominated prepayments, VAT and Bullion sales receivables as indicated in the table below in the first three months of 2025.

 

The retention threshold on gold receipts in 2024 was 75% in US Dollars and the balance in ZiG. The retention threshold was revised downwards to 70% in US Dollars effective February 6, 2025. The table below illustrates the effect the weakening of the ZiG, RTGS$ and other foreign currencies had on the consolidated statement of profit or loss.

 

    2025   2024   2023
      ZiG       Other       Total       RTGS$       Other       Total       RTGS$       Other       Total  
Unrealised foreign exchange (losses) gains     (339 )     (251 )     (590 )     *(1,486 )     169       *(1,317 )     *(434 )     686       *252
Taxation and VAT     (35 )           (35 )     *(738 )           *(738 )     *(107 )           *(107 )
Cash, receivables and intercompany loans     (304 )     (251 )     (555 )     (748 )     169       (579 )     (327 )     686       359  
                                                                         
Realised foreign exchange (losses) gains     (657 )     (5 )     (662 )     (3,559 )     (6 )     (3,565 )     (207 )     (9 )     (216 )
Bullion sales receivable     (159 )           (159 )     (1,293 )           (1,293 )     (301 )           (301 )
Cash and cash equivalents     (42 )     (5 )     (47 )     #(1,026)       (6 )     (1,032 )     (326 )     (9 )     (335 )
Taxation, VAT and other receivables     (56 )           (56 )     (364 )           (364 )     (66 )           (66 )
Trade and other payables and prepayments     (400 )           (400 )     (876 )           (876 )     486             486  
                                                                         
Net foreign exchange (loss) gain     (996 )     (256 )     (1,252 )     *(5,04 5)     163       *(4,882 )     *(641 )     677       *36

 

# Losses incurred due to cash held by way of Letter of credit ("LC") denominated in RTGS$. Delays in conversion of the LC resulted in a devaluation of the asset when the RTGS$ devaluated.
* Refer to note 27.

 

12

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

8 Administrative expenses

 

      2025       2024  
Investor relations     173       135  
Audit fee     134       79  
Advisory services fees     396       244  
Listing fees     121       149  
Directors fees – Company     196       170  
Directors fees – Blanket     14       19  
Employee costs     1,686       1,355  
Employee costs – settlements group     786        
Employee costs – bonuses group     458       (150 )
Other office administration cost     70       52  
Information technology and communication cost – Group related     52       83  
Management liability insurance     222       353  
Travel costs     290       122  
      4,598       2,611  

 

9 Share-based payments
   
9.1 Cash-settled share-based payments
   
9.1.1 Restricted Share Units and Performance Units

 

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

 

PUs have a performance condition, determined on their grant date, based on metrics, such as, gold production, average normalised controllable cost per ounce of gold, resource development at Blanket Mine, financing and construction of Bilboes sulphide project and a performance period of one to three years. The number of PUs that vest will be the relevant portion of the PUs granted multiplied by the performance multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations on the date of the award.

 

PUs have rights to dividends only after they have vested.

 

PUs allow for settlement of the vesting date value in cash or, subject to conditions, shares issuable at fair market value or a combination of both at the discretion of the unitholder.

 

The fair value of the PUs at the reporting date was based on the Black Scholes option valuation model. At the reporting date it was assumed that there is a 42% - 96% probability that the performance conditions will be met and therefore a 42% - 96% (December 31, 2024: 28%-110%) average performance multiplier was used in calculating the estimated liability.

 

The liability as at March 31, 2025 amounted to $1,302 (December 31, 2024: $1,045). Included in the liability as at March 31, 2025 is an amount of $285 (2024: $99 2023: $394) that was expensed and classified as production costs; refer to note 6.

 

13

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

9 Share-based payments (continued)
   
9.1 Cash-settled share-based payments (continued)
   
9.1.1 Restricted Share Units and Performance Units (continued)

 

The cash-settled share-based expense for PUs for the period amounted to $158 (2024: $53, 2023: $280). During the period PUs to the value of $Nil were settled in share capital (net of employee tax) (2024: $79, 2023: $351) with the employee tax portion recognised in profit or loss.

 

The following assumptions were used in estimating the fair value of the cash-settled share-based payment liability on:

 

      March 31, 2025       December 31, 2024  
      PUs       PUs  
Risk free rate     4.23 %     4.55 %
Fair value (USD)     12.49       9.41  
Share price (USD)     12.49       9.41  
Performance multiplier percentage     42% - 96%       28%-110%  
Volatility     1.15       0.77  
January exercise price – 2021 awards (USD)           11.89  
January exercise price – 2022 awards (USD)     9.18       11.89  
April exercise price – 2023 awards (USD)     12.49       10.87  
April exercise price – 2024 awards (USD)     12.49        
                 
Share units granted:     PUs       PUs  
Grant - January 11, 2021           35,341  
Grant - May 14, 2021           482  
Grant - June 1, 2021           375  
Grant - June 14, 2021           199  
Grant - September 6, 2021           229  
Grant - September 20, 2021           230  
Grant - October 11, 2021           225  
Grant - November 12, 2021           923  
Grant - December 1, 2021           225  
Grant - January 11, 2022     19,011       41,381  
Grant - January 12, 2022     278       556  
Grant - May 13, 2022     1,436       1,894  
Grant - July 1, 2022     949       1,899  
Grant - October 1, 2022     900       1,800  

 

14

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

9 Share-based payments (continued)
   
9.1 Cash-settled share-based payments (continued)
   
9.1.1 Restricted Share Units and Performance Units (continued)

 

      March 31, 2025       December 31, 2024  
Share units granted:     PUs       PUs  
Grant - April 7, 2023     44,188       73,462  
Grant - June 1, 2023     478       617  
Grant - June 7, 2023     446       572  
Grant - August 10, 2023     4,061       5,514  
Grant - September 1, 2023     1,388       1,617  
Grant - October 3, 2023     9,509       14,258  
Grant - April 8, 2024     154,870       169,141  
Grant - June 10, 2024     1,406       1,406  
Grant - June 17, 2024     1,155       1,155  
Grant - July 1, 2024     1,461       1,461  
Grant - August 12, 2024 RSU dividends reinvested     1,554       1,554  
Settlements/ terminations     (24,768 )     (110,235 )
Total awards outstanding     218,322       246,281  

 

On April 1, 2025 84,209 PUs vested and 151,551 PUs were granted to certain management and employees within the Group.

 

9.2 Restricted Share Units and Performance Units
   
9.2.1 EPUs

 

PUs which are classified as equity-settled (i.e. there is no option to vest in cash) (“EPUs”) have a performance condition, determined on their grant date, based on gold production, average normalised controllable cost per ounce of gold, resource development at Blanket Mine, financing and construction of Bilboes sulphide project and a performance period of three years. The number of EPUs that vest will be the relevant portion of the EPUs granted multiplied by the performance multiplier, which will reflect the actual performance in terms of the performance conditions compared to expectations on the date of the award.

 

EPUs have rights to dividends only after they have vested.

 

The shares issued are subject to a minimum holding period of until at least the first anniversary of the EPUs vesting date.

 

15

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

9 Share-based payments (continued)

 

9.2 Restricted Share Units and Performance Units (continued)
   
9.2.1 EPUs (continued)

 

The fair value of the EPUs at the reporting date was based on the Black Scholes option valuation model less the fair value of the expected dividends during the vesting period multiplied by the performance percentage. At the reporting date it was assumed that there is a 41% - 87% probability that the performance conditions will be met and therefore a 41% - 87% (December 31, 2024: 42% - 105%) performance multiplier was used in calculating the expense. The equity-settled share-based expense for EPUs as at March 31, 2025 amounted to a credit of ($144) (2024: $201, 2023: $110). An amount of ($20) (2024: $Nil; 2023: $Nil) was classified as production costs; refer to note 6.

 

The following assumptions were used in estimating the fair value of the equity-settled share-based payment on:

 

Grant date     January 24, 2022       April 7, 2023       April 8, 2024       May 13, 2024  
Number of units – remaining at reporting date     113,693       80,773       125,433       13,140  
Share price (USD) - grant date     11.50       16.91       10.91       10.01  
Fair value (USD) - grant date     10.15       15.33       9.53       10.02  
Performance multiplier percentage at grant date     100 %     100 %     100 %     100 %
Performance multiplier percentage at March 31 2025     41 %     42 %     87 %     87 %

 

On April 1, 2025 113,693 vested and 129,540 EPUs and 6,004 restricted equity share units were granted to certain management and employees within the Group.

 

10 Other expenses

 

      2025       2024  
Intermediated Money Transaction Tax*     532       254  
Community and social responsibility cost     305       346  
Other     6        
      843       600  

 

* Intermediated Money Transfer Tax ("IMTT”) is tax chargeable in Zimbabwe on transfer of physical money, electronically or by any other means, and charged at 2% per transaction in Zimbabwe.

 

16

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

11 Finance income and finance cost

 

      2025       2024  
Finance income received - Bank     6       6  
                 
Unwinding of rehabilitation provision - Blanket (note 20)     255       198  
Finance cost - Leases     9       3  
Finance cost – Overdrafts     261       357  
Finance cost - Solar loan notes payable (note 22)     278       174  
Finance cost - Loans and borrowings (note 21)     97        
Total finance cost     900       732  

 

 

 

 

 

 

 

 

17

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

12 Exploration and evaluation assets

 

      Bilboes Gold       Motapa       Maligreen       GG       Sabiwa       Abercorn       Valentine       Total  
Balance at January 1, 2024     73,573       10,592       5,998       3,723       294       27       65       94,272  
Decommissioning asset estimation adjustment     (961 )     (882 )     8                               (1,835 )
Exploration costs:                                                                
- Consumables and drilling           1,792       19                               1,811  
- Contractor           14       5                               19  
- Labour           576             51                         627  
- Power           74       3                               77  
- Other           67                                     67  
Preliminary economic assessment and feasibility study     2,288                                           2,288  
Balance at December 31, 2024     74,900       12,233       6,033       3,774       294       27       65       97,326  
                                                                 
Balance at January 1, 2025     74,900       12,233       6,033       3,774       294       27       65       97,326  
Decommissioning asset estimation adjustment     81       13       7                               101  
Exploration costs:                                                                
- Consumables and drilling           68                                     68  
- Contractor           69                                     69  
- Labour           149                                     149  
- Other           56       23                               79  
Preliminary economic assessment and feasibility study     758                                           758  
Balance at March 31, 2025     75,739       12,587       6,063       3,774       294       27       65       98,550  

 

Non cash acquisitions of exploration and evaluation assets for the period consist of ($107) (December 31, 2024: $1,054) included in trade and other payables at March 31, 2025.

 

There were no impairment indicators during 2025 on exploration and evaluation assets.

 

18

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

13 Property, plant and equipment

 

Cost     Land and Buildings       Right of use asset      

Mine development,

infrastructure

and other

     

Assets under

construction and

decommissioning

assets

      Plant & Equipment       Furniture & Fittings       Motor Vehicles       Total  
Balance at January 1, 2024     16,686       501       118,398       35,628       71,445       1,861       3,605       248,124  
Additions*     214       265       128       25,012       1,532       243       187       27,581  
Impairments#     (29 )                       (3,367 )                 (3,396 )
Disposals                                   (3 )     (233 )     (236 )
Derecognition           (256 )                                   (256 )
Reallocations between asset classes                 24,900       (25,573 )     673                    
Foreign exchange movement           (4 )                       (11 )           (15 )
Balance at December 31, 2024     16,871       506       143,426       35,067       70,283       2,090       3,559       271,802  
                                                                 
Balance at January 1, 2025     16,871       506       143,426       35,067       70,283       2,090       3,559       271,802  
Additions*                       5,444       850       236             6,530  
Disposals                                         (20 )     (20 )
Reallocations between asset classes                 4,663       (7,244 )     2,581                    
Foreign exchange movement           7                         19       1       27  
Balance at March 31, 2025     16,871       513       148,089       33,267       73,714       2,345       3,540       278,339  

 

* Included in additions is the change in estimate for the decommissioning asset of $565 (2024: $317).
# Included in the 2024 impairments are drill rigs with a net book value amount of $309, Lima plant at $1,204 and sinking headgear of $91 and other assets of $107.  These assets were impaired to a net book value amount of $Nil, as management no longer intends to use it in the manner originally intended and being derecognised.

 

19

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

13 Property, plant and equipment (continued)

 

Accumulated depreciation and Impairment losses     Land and Buildings       Right of use asset       Mine development,
infrastructure
and other
      Assets under
construction and
decommissioning
assets
      Plant & Equipment       Furniture & Fittings       Motor Vehicles       Total  
Balance at January 1, 2024     9,362       345       17,806       786       35,820       1,255       3,101       68,475  
Depreciation for the year     1,102       127       7,189       77       7,099       205       222       16,021  
Impairment for the period     22                         1,689                   1,711  
Accumulated depreciation and impairment – impairments     (29 )                       (3,367 )                 (3,396 )
Accumulated depreciation on disposals                                   (2 )     (202 )     (204 )
Accumulated depreciation derecognised assets           (256 )                                   (256 )
Foreign exchange movement           2                         (7 )           (5 )
Balance at December 31, 2024     10,457       218       24,995       863       41,241       1,451       3,121       82,346  
                                                                 
Balance at January 1, 2025     10,457       218       24,995       863       41,241       1,451       3,121       82,346  
Depreciation for the period     270       28       1,830             1,639       55       37       3,859  
Accumulated depreciation on disposals                                         (10 )     (10 )
Foreign exchange movement                                   12       1       13  
Balance at March 31, 2025     10,727       246       26,825       863       42,880       1,518       3,149       86,208  
                                                                 
Carrying amounts                                                                
At December 31, 2024     6,414       288       118,431       34,204       29,042       639       438       189,456  
At March 31, 2025     6,144       267       121,264       32,404       30,834       827       391       192,131  

 

20

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

14 Inventories

 

      2025       December 31, 2024  
Consumable stores*     21,840       20,712  
Gold in progress and Ore Stockpile#     3,477       3,056  
      25,317       23,768  

 

* Included in consumables stores is an amount of ($2,105) (2024: ($2,105)) for provision for obsolete stock for items that are not compatible with plant and equipment currently in use.  Write down of inventory amounted to $Nil for 2025 (2024: $312).
# Gold work in progress balance as at March 31, 2025 consists of 3,159 ounces (2024: 3,442 ounces) of gold. The ore stockpile relates to a surface stockpile of approximately 15,000 tonnes (2024: 8,487 tonnes) of crushed ore representing approximately six days of target mill throughput. Stockpiles are measured by estimating the number of tons added and removed from the stockpile, the number of contained gold ounces is based on assay data, and the estimated recovery percentage based on the expected processing method.

 

15 Trade and other receivables

 

 

      2025       December 31, 2024  
Bullion sales receivable*     8,440       4,095  
VAT receivables#     8,297       8,164  
Deposits for stores, equipment and other receivables     531       416  
      17,268       12,675  

 

*

The carrying value of trade receivables is considered a reasonable approximation of fair value and are short term in nature. No provision for expected credit losses was recognised in the current or prior period as none of the debtors were past due and there has been no historic credit losses on debtors. Up to the date of approval of these financial statements all of the outstanding bullion sales receivable were settled in full.

   
# Blanket received VAT refunds of $4.8 million on the online tax management portal (“TARMS”), of which $2.5 million will be applied against future tax liabilities.

 

16 Prepayments

 

      2025       December 31, 2024  
Caledonia Mining South Africa (Proprietary) Limited (“CMSA”) suppliers     117       462  
Blanket Mine third party suppliers - USD     3,003       1,689  
Blanket Mine third party suppliers - ZiG     4,518       4,289  
Other prepayments     138       308  
      7,776       6,748  

 

21

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

17 Cash and cash equivalents

 

      2025       December 31, 2024  
Bank balances     8,728       4,260  
Cash and cash equivalents     8,728       4,260  
Overdrafts     (13,300 )     (12,928 )
Net cash and cash equivalents     (4,572 )     (8,668 )

 

    Date drawn   Expiry   Repayment term     Principal value (million)      

Balance drawn at March 31, 2025

(million)

 
Overdraft facilities                            
Stanbic Bank Limited - ZiG   Mar-24   Jun-25   On demand     ZiG6.5       $Nil  
Stanbic Bank Limited - USD   Mar-24   Jun-25   On demand   $ 4.0     $ 2.5  
CABS Bank - USD   Oct-24   Oct-25   On demand   $ 0.8     $ 0.7  
Ecobank - USD   Mar-24   Feb-26   On demand   $ 6.0     $ 5.9  
Nedbank - USD   Apr-24   Apr-26   On demand   $ 7.0     $ 4.2  
                             
Letter of credit                            
Stanbic Bank Limited - USD       Jun-25       $ 2.5       $Nil  

 

18 Assets and liabilities associated with assets held for sale

 

      2025       December 31, 2024  
Non-current assets held for sale                
Solar plant     13,520       13,512  
Liabilities associated with assets held for sale                
Site restoration liability     118       104  

 

In the second quarter of 2023 management embarked on a marketing process to locate a buyer for the Company’s solar plant located next to Blanket Mine. Various offers were received and a counterparty with a non-binding offer was given exclusivity to further negotiate the sale of the plant after proving their ability to operate and fund solar plants of similar size and complexity in Africa. The offer was received from a reputable global renewable energy operator and management was in an advanced stage of executing agreements to sell the solar plant. It was proposed that the new owners will exclusively supply Blanket with electricity from the plant, on a take-or-pay basis and in doing so secure Blanket’s future power supply. This has the benefit of realising a cash profit on the sale of the plant and generate cash for reinvestment in our gold projects. In addition, management can focus on Caledonia’s core business of gold mining.

 

On September 28, 2023 the Board approved management to further negotiate the purchase of the solar plant with the potential buyer. The assets were available for sale in their condition on September 28, 2023 and therefore met the criteria to be classified as held for sale.

 

22

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

18 Assets and liabilities associated with assets held for sale (continued)

 

Management determined the value of the solar plant as the lower of the fair value less cost to sell and the carrying amount. The proceeds of the disposal are expected to substantially exceed the carrying amount of the related net assets and accordingly no impairment losses have been recognised on the classification of the solar plant. The asset was classified as property, plant and equipment before the reclassification to assets held for sale.

 

The change in estimate for the liability held for sale is mainly due to the Blanket Mine’s LoM that was extended to 2041, during 2024 (that is inclusive of inferred resources and is based on an internal estimate representing management’s best estimate of the LoM inclusive of the latest drilling results).

 

Caledonia announced on October 1, 2024 that it has signed a conditional sale agreement for the entire issued share capital of its Zimbabwe subsidiary, Caledonia Mining Services (Private) Limited ("CMS"), which owns and operates the 12.2MWac solar plant that supplies power to Blanket Mine. CMS is to be sold to CrossBoundary Energy Holdings ("CBE") for $22.4 million, subject to the fulfilment of outstanding conditions precedent. The extension of the classification of the solar plant as an asset held for sale beyond the 12 months is supported by the ongoing commitment from the board to sell the solar plant to CBE. The time for the outstanding conditions to be fulfilled in line with the agreement was outside of management’s control.

 

During 2024 the faulty transformers were impaired at a carrying amount of $385 and replaced at a cost of $408.

 

Completion of the solar plant sale was successful on April 11, 2025. The purchase consideration of $22.4 million was paid in cash, and the power generation of the solar plant will continue to be sold to Blanket Mine by way of a power purchase agreement. Upon completion of the sale, Caledonia realised a pre-tax profit of $9 million on the $13.4 million construction cost of the solar plant.

 

19 Share capital

 

Authorised

Unlimited number of ordinary shares of no par value.

Unlimited number of preference shares of no par value.

 

Issued ordinary shares

 

     

Number of

fully paid shares

      Amount  
January 1, 2024     19,188,073       165,068  
Shares issued:                
- share-based payment - employees     6,787       83  
- share-based payment - employees     14,694       220  
- equity raise     5,000       37  
December 31, 2024     19,214,554       165,408  
March 31, 2025     19,214,554       165,408  

 

23

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

20 Provisions

 

Site restoration

 

Site restoration relates to the estimated cost of closing down the mines and projects and represent the site and environmental restoration costs, estimated to be paid as a result of mining activities or previous mining activities. For the Blanket Mine site restoration costs are capitalsed in property, plant and equipment with an increase in the provision at the net present value of the estimated future and inflated cost of site rehabilitation. Subsequently the capitalised cost are amortised over the life of the mine and the provision is unwound over the period to estimated restoration. For properties in the exploration and evaluation phase, such as the Bilboes, Maligreen and Motapa projects, site restoration costs are capitalised in exploration and evaluation assets with an increase in the provision at the undiscounted value of the estimated cost of site rehabilitation.  Subsequently the costs capitalised are not amortised and the provision is not unwound.

 

Reconciliation of site restoration provisions     2025       December 31, 2024  
Blanket Mine                
Balance January 1     5,280       4,766  
Unwinding of discount (note 11)     255       197  
Change in estimate (Blanket Mine) (note 13)     565       317  
Balance     6,100       5,280  
                 
Motapa, Maligreen and Bilboes Gold                
Balance January 1     4,384       6,219  
Change in estimate (Motapa) (note 12)     13       (882 )
Change in estimate (Maligreen) (note 12)     7       8  
Change in estimate (Bilboes Gold) (note 12)     81       (961 )
Balance     4,485       4,384  
                 
Total balance     10,585       9,664  
                 
Current            
Non-current     10,585       9,664  
      10,585       9,664  

 

The discount rate in calculating the present value of the Blanket Mine provision is 4.62% (2024: 4.86%) and is based on a risk-free rate and cash flows are estimated at an average 2.37% inflation (2024: 2.14%). The gross rehabilitation costs, before discounting, amounted to $7,842 (2024: $7,491) for Blanket Mine as at March 31, 2025.

 

The undiscounted gross rehabilitation costs for exploration and evaluation assets as at March 31, 2025, amounted to $3,586 (2024: $3,505) for Bilboes Holdings, $597 (2024: $584) for Motapa and $302 (2024: $295) for Maligreen.

 

During 2025 the site restoration provisions for all sites will be reassessed.

 

24

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

21 Loans and borrowings

 

      2025       December 31, 2024  
                 
Balance January 1     2,674        
Cashflows                
Amounts received           3,000  
Repayment - capital           (326 )
Repayment - finance cost     (97 )     (293 )
                 
Non-cashflows                
Finance cost*     97       293  
                 
Balance     2,674       2,674  

* Finance cost are accounted for using the effective interest rate method as disclosed in note 11.

 

Current     1,455       1,174  
Non-current     1,219       1,500  
      2,674       2,674  

 

    Currency   Nominal interest rate     Face Value       Carrying value  
Unsecured term loan - CABS   USD   8.25% + 12 months SOFR#     2,674       2,674  

# Secured Overnight Funding Rates (“SOFR”)

 

22 Loan note instruments

 

Loan note instruments - finance costs             2025       2024  
Solar loan notes     22.1       278       174  
              278       174  

 

Loan note instruments - financial liabilities             2025       December 31, 2024  
Solar loan notes     22.1       11,553       9,168  
              11,553       9,168  
                         
Current             1,093       855  
Non-current             10,460       8,313  
              11,553       9,168  

 

25

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

22 Loan note instruments (continued)
   
22.1 Solar loan notes

 

Following the commissioning of Caledonia’s wholly owned solar plant on February 2, 2023, the decision was taken to optimise the capital structure of the Group and provide additional debt instruments to the Zimbabwean financial market by way of issuing loan notes pursuant to a loan note instrument (“bonds”). The bonds were issued by the Zimbabwean registered entity owning the solar plant, Caledonia Mining Services (Private) Limited. The bonds carry an interest rate of 9.5% payable bi-annually and have a tenure of 3 years from the date of issue. The bond repayments are guaranteed by the Company. $11.5 million of bonds were in issue at March 31, 2025 (December 31, 2024: $9 million). All bonds were issued to Zimbabwean registered commercial entities. The bonds were transferred to Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”) a subsidiary of the Company, except for the bonds issued in April 2024 and January 2025 which were directly issued by CHZ.

 

A summary of the bonds is as follows:

 

      2025       December 31, 2024  
Balance January 1     9,168       7,112  
Amounts received     2,500       2,000  
Transaction costs     (113 )     (30 )
Finance cost accrued     278       846  
Repayment - finance cost paid     (280 )     (760 )
Balance     11,553       9,168  
                 
Current     1,093       855  
Non-current     10,460       8,313  
      11,553       9,168  

 

26

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

23 Trade and other payables

 

      2025       December 31, 2024  
Trade payables     8,455       8,036  
Electricity accrual     2,693       1,670  
Audit fee     682       562  
Dividends due     3,836       2,522  
Other payables     1,370       924  
Financial liabilities     17,036       13,714  
                 
Production and management bonus accrual - Blanket Mine     1,191       529  
Other employee benefits - other     3,487       2,235  
Other employee benefits - settlement           1,081  
Leave pay     3,433       2,838  
Bonus accrual     1,154       1,115  
Tailings storage facility - accrual     1,351       1,351  
Other accruals     570       3,784  
Non-financial liabilities     11,186       12,933  
Total     28,222       26,647  

 

24 Cash flow information

 

      2025       2024  
Operating profit     18,693       5,330  
Adjustments for:                
Unrealised foreign exchange losses (gains) (note 7)     590       1,317  
Cash-settled share-based expense (note 9.1)     158       53  
Share-based expense included in production costs (note 9)     265       99  
Cash portion of cash-settled share-based expense     (186 )     (613 )
Equity-settled share-based expense (note 9.2)     (144 )     201  
Depreciation (note 13)     3,859       3,819  
Fair value loss on derivative instruments     1,592       302  
Site restoration provision adjustment on assets and liabilities held for sale     6        
Loss on disposal of property, plant and equipment (note 13)     10        
Cash generated from operations before working capital changes     24,843       10,508  
Inventories     (1,533 )     (272 )
Prepayments     (187 )     (1,640 )
Trade and other receivables     (4,656 )     1,157  
Trade and other payables     242       (3,218 )
Cash generated from operations     18,709       6,535  

 

27

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

25 Operating segments

 

The Group's operating segments have been identified based on geographic areas. The strategic business units are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Group’s CEO reviews internal management reports on at least a quarterly basis. Blanket Mine, Bilboes oxide mine, exploration and evaluation assets (“E&E projects”) and South Africa describe the Group's reportable segments. The Blanket operating segment comprises Caledonia Holdings Zimbabwe (Private) Limited, Blanket Mine (1983) (Private) Limited, Blanket’s satellite projects and Caledonia Mining Services (Private) Limited (“CMS solar”). The Bilboes oxide mine segment comprises the oxide mining activities. The E&E projects segment includes the exploration and evaluation activities of the Bilboes sulphide project as well as the Motapa and Maligreen projects. The South African segment represents the sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine. The holding company (Caledonia Mining Corporation Plc) and Greenstone Management Services Holdings Limited (a UK company) are responsible for corporate administrative functions within the Group and contribute to the strategic decision making process of the CEO and are therefore included in the disclosure below and combined with corporate and other reconciling amounts that do not represent a separate segment. Information regarding the results of each reportable segment is included below.

 

Performance is measured based on profit before income tax, as included in the internal management report that is reviewed by the Group's CEO. Segment profit or exploration and evaluation cost 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. The accounting policies of the reportable segments are the same as the Group’s accounting policies.

 

 

 

 

 

 

 

 

 

28

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

25 Operating segments (continued)

 

Information about reportable segments

 

For the three months ended March 31, 2025     Blanket       South Africa       Bilboes oxide mine       E&E projects       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
Revenue     55,004             1,174                         56,178  
Inter-segmental revenue           4,112                   (4,112 )            
Royalty     (2,701 )           (70 )                       (2,771 )
Production costs     (21,678 )     (3,596 )     (936 )           3,595       (7 )     (22,622 )
Depreciation     (4,049 )     (39 )                 240       (11 )     (3,859 )
Net foreign exchange (loss) gain     (992 )     122       (3 )           (14 )     (365 )     (1,252 )
Administrative expenses     (551 )     (1,321 )     (108 )     (2 )     4       (2,620 )     (4,598 )
Management fee     (684 )     684                                
Net derivative financial instrument expense                                   (1,592 )     (1,592 )
Equity-settled share-based expense                                   144       144  
Cash-settled share-based expense                                   (158 )     (158 )
Other expenses     (814 )           (22 )                 (7 )     (843 )
Other income     401       (277 )                 (4 )     (54 )     66  
Finance income           157                   (567 )     416       6  
Finance cost     (908 )     (7 )     (1 )     (53 )     567       (498 )     (900 )
Profit (loss) before tax     23,028       (165 )     34       (55 )     (291 )     (4,752 )     17,799  
Tax expense     (6,579 )     22       9             72       (160 )     (6,636 )
Profit (loss) after tax     16,449       (143 )     43       (55 )     (219 )     (4,912 )     11,163  

 

As at March 31, 2025     Blanket       South Africa       Bilboes oxide mine       E&E projects       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
Segment assets:                                                        
Non-current (excluding intercompany)     201,217       1,044             98,885       (5,766 )     (4,466 )     290,914  
Current (excluding intercompany, including assets held for sale)     69,431       2,321             791       (1,585 )     1,867       72,825  
Additions on evaluation and exploration assets (note 12)                       1,123                   1,123  
Additions on property, plant and equipment (note 13)     6,877       15                   (362 )           6,530  
Assets held for sale (note 18)     13,520                                     13,520  
Intercompany balances     55,727       21,207       915             (217,651 )     139,802        

 

29

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

25 Operating segments (continued)

 

As at March 31, 2025     Blanket       South Africa       Bilboes oxide mine       E&E projects       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
Segment liabilities:                                                        
Non-current (excluding intercompany)     (66,396 )     (196 )           (4,182 )     (3 )     (628 )     (71,405 )
Current (excluding intercompany)     (37,078 )     (3,981 )           (2,017 )           (6,289 )     (49,365 )
Intercompany balances     (16,510 )     (38,168 )           (78,597 )     217,651       (84,376 )      

 

 

For the three months ended March 31, 2024     Blanket       South Africa       Bilboes oxide mine       E&E projects       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
Revenue     37,695             833                         38,528  
Inter-segmental revenue           3,788                   (3,788 )            
Royalty     (1,892 )           (42 )                       (1,934 )
Production costs     (18,501 )     (3,308 )     (784 )           3,633             (18,960 )
Depreciation     (4,007 )     (33 )                 232       (11 )     (3,819 )
Net foreign exchange (loss) gain     *(4,986 )     (36 )     (60 )           (5 )     205       *(4,882 )
Administrative expenses     (51 )     (513 )     (1 )     (2 )     2       (2,046 )     (2,611 )
Management fee     (682 )     682                                
Fair value loss on derivative liabilities                                   (302 )     (302 )
Equity-settled share-based expense                                   (201 )     (201 )
Cash-settled share-based expense                                   (53 )     (53 )
Other expenses     (593 )           (7 )                       (600 )
Other income     65       1                   (2 )     100       164  
Finance income           159                   (683 )     530       6  
Finance cost     (893 )     (2 )     (89 )     (21 )     683       (410 )     (732 )
Profit (loss) before tax     6,155       738       (150 )     (23 )     72       (2,188 )     4,604  
Tax expense     (2,306 )     (224 )                             (2,530 )
Profit (loss) after tax     3,849       514       (150 )     (23 )     72       (2,188 )     2,074  

 

*Refer to note 27.

 

30

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

25 Operating segments (continued)

 

As at March 31, 2024     Zimbabwe       South Africa       Bilboes oxide mine       E&E projects       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
Segment assets:                                                        
Non-current (excluding intercompany)     188,112       794             93,367       (5,212 )     (2,754 )     274,307  
Current (excluding intercompany, including assets held for sale)     45,574       2,054             666       (1,662 )     838       47,470  
Additions on evaluation and exploration assets                       430                   430  
Additions on property, plant and equipment     3,641       108                   (151 )           3,598  
Assets held for sale     13,486                                     13,486  
Intercompany balances     47,378       16,893       (90 )           (149,135 )     84,954        
                                                         
Segment liabilities:                                                        
Current (excluding intercompany)     (30,207 )     (1,857 )           (2,030 )           (4,056 )     (38,150 )
Non-current (excluding intercompany)     *(56,947 )                 (5,932 )     4       (471 )     *(63,346 )
Intercompany balances     (21,275 )     (35,458 )           (6,342 )     149,135       (86,060 )      

*Refer to note 27.

 

For the three months ended March 31, 2023     Blanket       South Africa       Bilboes oxide mine       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
                                                 
Revenue     29,263             172                   29,435  
Inter-segmental revenue           2,109             (2,109 )            
Royalty     (1,471 )           (9 )                 (1,480 )
Production costs     (16,079 )     (2,111 )     (3,346 )     1,686             (19,850 )
Depreciation     (2,794 )     (36 )           585       (10 )     (2,255 )
Net foreign exchange (loss) gain     *(638 )     (65 )     (4 )     354       389       *36
Administrative expenses     (39 )     (676 )     (216 )           (5,007 )     (5,938 )
Management fee     (560 )     560                          
Fair value loss on derivative liabilities                             (434 )     (434 )
Equity-settled share-based expense                             (110 )     (110 )
Cash-settled share-based expense                       394       (674 )     (280 )
Other expenses     (638 )           (2 )                 (640 )
Other income     5       13                         18  
Finance income           5                         5  
Finance cost     (518 )     112       (1 )           (365 )     (772 )
Profit (loss) before tax     6,531       (89 )     (3,406 )     910       (6,211 )     (2,265 )
Tax expense     *(1,870 )     (73 )           (137 )     (300 )     *(2,380 )
Profit (loss) after tax     4,661       (162 )     (3,406 )     773       (6,511 )     (4,645 )

*Refer to note 27.

 

31

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

25 Operating segments (continued)

 

As at January 1, 2024     Zimbabwe       South Africa       Bilboes oxide mine       E&E projects       Inter-group eliminations adjustments       Corporate and other reconciling amounts       Total  
Segment assets:                                                        
Non-current (excluding intercompany)     188,426       697             92,664       (5,294 )     (2,419 )     274,074  
Current (excluding intercompany, including assets held for sale)     51,236       2,363             401       (1,757 )     1,986       54,229  
Additions on evaluation and exploration assets                       76,693                   76,693  
Additions on property, plant and equipment     43,496       120                   (2,570 )     (11,440 )     29,606  
Assets held for sale     13,519                                     13,519  
Intercompany balances     44,452       16,844       (214 )           (145,523 )     84,441        
                                                         
Segment liabilities:                                                        
Non-current (excluding intercompany)     *(57,626 )                 (5,932 )     4       (416 )     *(63,970 )
Current (excluding intercompany)     (31,747 )     (4,421 )           (1,755 )           (2,210 )     (40,133 )
Intercompany balances     (24,412 )     (34,193 )           (5,691 )     145,523       (81,227 )      

*Refer to note 27.

 

Major customer

 

Revenues from Fidelity amounted to $20,464 (2024: $7,012; 2023: $29,435) for the twelve months ended March 31, 2025 representing ounces 6,659 ounces (2024: 4,189 ounces, 2023: 15,797 ounces).

 

The Group has made $15,639 (2024: $31,516, 2023: $Nil) of sales to AEG and $20,075 (2024: $Nil, 2023: $Nil) to Stonex Financial Limited up to March 31, 2025, representing 5,547 ounces (2024: 14,687 ounces, 2023: Nil ounces) and 7,182 ounces (2024: Nil ounces, 2023: Nil ounces) respectively. Management believes this new sales mechanism reduces the risk associated with selling and receiving payment from a single refining source in Zimbabwe. It also creates the opportunity to use more competitive offshore refiners and it may allow for the Company to raise debt funding secured against offshore gold sales.

 

32

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

26 Supplemental disclosure of cash flow items

 

Finance cost paid     2025       2024  
Finance cost (note 11)     900       732  
Non cash - loan note interest (note 22)     (93 )     42  
Non cash - Unwinding of rehabilitation provision (note 20)     (255 )     (198 )
Non cash - Finance cost on leases     (9 )     (3 )
      543       573  

 

Tax paid     2025       2024  
Net income tax payable (receivable) at January 1     2,603       (1,110 )
Current tax expense     6,698       2,599  
Acquisition of Bilboes Gold tax liability           10  
Foreign currency movement     (323 )     (396 )
Net income tax payable March 31,     (4,147 )     (22 )
      4,831       1,081  

 

Acquisition of property, plant and equipment     2025       2024  
Additions     6,530       3,598  
Net property, plant and equipment included in prepayments     812       6  
Net property, plant and equipment included in trade and other payables     473       (651 )
Right of use asset recognition (note 13)           788  
Change in estimate for decommissioning asset - adjustment capitalised in property, plant and equipment (note 20)     (565 )      
      7,250       3,741  

 

Dividends paid     2025       2024  
Opening balance dividends due     2,522       1,048  
Dividends declared     2,701       6,129  
Closing balance dividends due     (3,836 )     (4,457 )
      1,387       2,720  

 

33

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

27 Prior year error – restatement of comparative information

 

In preparation of the consolidated financial statements for the year ended December 31, 2024, an error was identified in the accounting interpretation related to the calculation of deferred tax liabilities at Blanket. The non-cash restatement does not affect income tax calculations or submissions.

 

In October 2018, the RTGS$ was introduced in Zimbabwe at 1:1 to the USD. The RTGS$ was deemed the only legal tender in Zimbabwe, and all liabilities held previously were to be denominated in RTGS$. In 2019, Practice Note 26 required all income tax returns to be calculated in RTGS$ for transactions occurring prior to introducing the multi-currency regime in 2023.

 

Blanket’s deferred tax liabilities were incorrectly calculated in RTGS$ and accounted for as a monetary item where RTGS$ deferred tax temporary differences were translated to the USD functional currency. Gains related to the devaluation of the deferred tax liabilities were realised in profit or loss. Transactions from 2019 to 2022 affected the deferred tax liability calculation and continued to be denominated in RTGS$ in accordance with the legislated tax regime after the multi-currency regime was introduced. The accounting for the deferred tax liabilities in RTGS$ with the translation to USD remained consistent in all previous consolidated financial statements, yet the carrying value of the deferred tax liabilities should have been denominated in USD rather than RTGS$. The error, stemming from January 1, 2019, was corrected from the earliest period presented in these condensed consolidated interim financial statements, as presented in the table below.

 

Consolidated statements of profit or loss and other comprehensive income

 

For the periods ended   March 31, 2024   March 31, 2023
      As previously reported       Adjustment       As restated       As previously reported       Adjustment       As restated  
Net foreign exchange (loss) profit     (4,139 )     (743 )     (4,882 )     1,533       (1,497 )     36  
Tax expense     (2,530 )           (2,530 )     (3,502 )     1,122       (2,380 )
Profit (loss) profit for the period     2,817       (743 )     2,074       (4,270 )     (375 )     (4,645 )
Total comprehensive income for the period     2,673       (743 )     1,930       (4,639 )     (375 )     (5,014 )
Non-controlling interests     686       (98 )     588       760       (49 )     711  
Basic (loss) earnings per share ($)     0.10       (0.03 )     0.07       (0.30 )     (0.02 )     (0.32 )
Diluted (loss) earnings per share ($)     0.10       (0.03 )     0.07       (0.30 )     (0.02 )     (0.32 )

 

Consolidated statements of financial position

 

As at   January 1,  2024
      As previously reported       Adjustment       As restated  
Retained loss     (63,172 )     (33,971 )     (97,143 )
Non-controlling interests     24,477       (6,021 )     18,456  
Deferred tax liabilities     6,131       39,992       46,123  

Further information on the material weakness identified as a result of the error is disclosed in section 12 of the MD&A.

 

28 Contingencies

 

The Group may be subject to various claims that arise in the normal course of business. Management believes there are no contingent liabilities to report.

 

34

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

28 Subsequent events

 

There were no significant subsequent events between March 31, 2025 and the date of issue of these financial statements other than included in the preceding notes, or below, to the condensed consolidated interim financial statements.

 

28.1 Asset-base financing

 

Potential asset-based financing of $1.6 million for vehicles is being finalised with Nedbank.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

DIRECTORS AND OFFICERS at May 12, 2025

 

BOARD OF DIRECTORS OFFICERS
J. L. Kelly (2) (3) (5) (7) M. Learmonth (4) (5) (6) (7)
Non-executive Director Chief Executive Officer
Connecticut, United States of America Jersey, Channel Islands
   
M. Learmonth (4) (5) (6) (7) R. Jerrard (5) (6)
Chief Executive Officer Chief Financial Officer (From April 1, 2025)
Jersey, Channel Islands Jersey, Channel Islands
   
N. Clarke (3) (4) (5) (7) A. Chester (6) (7)
Non-executive Director General Counsel, Company Secretary and Head of
Cornwall, United Kingdom Risk and Compliance
  Jersey, Channel Islands
G. Wildschutt (1) (3) (5) (7)  
Non-executive Director J. Mufara (4) (5) (6) (7)
Johannesburg, South Africa Chief Operating Officer
  Johannesburg, South Africa
G. Wylie (1) (2) (3) (4) (5)  
Non-executive Director BOARD COMMITTEES
Tas-Silema, Malta (1)  Audit Committee
  (2)  Compensation Committee
V. Gapare (4) (5) (7) (3)  Nomination and Corporate Governance
Executive Director        Committee
Harare, Zimbabwe (4) Technical Committee
  (5)  Strategic Planning Committee
T. Gadzikwa (1) (2) (3) (5) (6)  Disclosure Committee

Chair Audit Committee

 

Non-executive Director

 

(7)  ESG Committee
Johannesburg, South Africa  
   
S. Buys (3) (4) (5) (7)
Non-executive Director  
Surrey, United Kingdom  
   
L. Goldwasser (1) (2) (3) (5)  
Non-executive Director  
Florida, United States of America  

 

 

36

Caledonia Mining Corporation Plc

Notes to the Condensed Consolidated Interim Financial Statements

For the period ended March 31, 2025, 2024 and 2023

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

 

CORPORATE DIRECTORY as at May 12, 2025

 

CORPORATE OFFICES   BANKER   BROKER   SOLICITORS (continued)
Jersey   Barclays   Liberum   Dorsey & Whitney LLP (US)
Head and Registered Office   Level 11   Ropemaker Place, Level 12   TD Canada Trust Tower
Caledonia Mining Corporation Plc   1 Churchill Place   25 Ropemaker Street   Brookfield Place
B006 Millais House   Canary Wharf   London   161 Bay Street
Castle Quay   London E14 5HP   EC2Y 9LY   Suite 4310
St Helier           Toronto, Ontario
Jersey, Channel Islands JE2 3NF   NOMINATED ADVISOR       M5J 2S1
    Cavendish Securities PLC   REGISTRAR AND TRANSFER AGENT   Canada
South Africa   One Bartholomew Close   Computershare    
Caledonia Mining South Africa Proprietary Limited   London   150 Royall Street,   Gill, Godlonton and Gerrans (Zimbabwe)
No. 1 Quadrum Office Park   EC1A 7BL   Canton,   Beverley Court
Constantia Boulevard   Tel: +44 20 7220 0500   Massachusetts, 02021   100 Nelson Mandela Avenue
Floracliffe       Tel: +1 800 736 3001 or +1 781 575 3100   Harare, Zimbabwe
South Africa   MEDIA AND INVESTOR RELATIONS        
    Capital Market Communication Limited (“Camarco”)   SOLICITORS    
Zimbabwe   APCO Worldwide   Mourant (Jersey)   Bowman Gilfillan Inc (South Africa)
Caledonia Holdings Zimbabwe (Private) Limited   Floor 5, 40 Strand   22 Grenville Street   11 Alice Lane
P.O. Box CY1277   London WC2N 5RW   St Helier   Sandton
Causeway, Harare   Tel: +44 20 3757 4980   Jersey JE4 8PX   Johannesburg
Zimbabwe       Channel Islands   2196
            South Africa
Capitalisation (May 12, 2025)   SHARE TRADING SYMBOLS   Borden Ladner Gervais LLP (Canada)    
Authorised: Unlimited   NYSE American - Symbol “CMCL”   Bay Adelaide Cantre, East Tower   AUDITOR
    AIM - Symbol “CMCL”   22 Adelaide Street West   BDO South Africa Incorporated
Shares, Warrants and Options Issued:   VFEX - Symbol “CMCL”   Suite 3400   Wanderers Office Park
Shares: 19,294,784       Toronto, ON, Canada   52 Corlett Drive
Options: 10,000       M5H 4E3   Illovo 2196
            South Africa
            Tel: +27(0)10 590 7200

 

37

 

 

EX-99.2 3 exh_992.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 


 

CALEDONIA MINING CORPORATION PLC   May 12, 2025

 

Management’s Discussion and Analysis

 

This management’s discussion and analysis (“MD&A”) of the consolidated operating results and financial position of Caledonia Mining Corporation Plc (“Caledonia” or "the Company”) is for the quarter ended March 31, 2025 (“Q1 2025” or the “Quarter”). It should be read in conjunction with the Unaudited Condensed Consolidated Interim Financial Statements of Caledonia for the Quarter (the “Interim Financial Statements”) and the Audited Consolidated Financial Statements of Caledonia for December 31, 2024, which are available from SEDAR+ at www.sedarplus.ca or from Caledonia’s website at www.caledoniamining.com. The Interim Financial Statements and related notes have been prepared in accordance with International Financial Reporting Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). In this MD&A, the terms “Caledonia”, "the Company”, "the Group”, “we”, “our” and “us” refer to the consolidated operations of Caledonia Mining Corporation Plc and its subsidiaries unless otherwise specifically noted or the context requires otherwise.

 

Note that all currency references in this document are in US Dollars (also “$”, “US$” or “USD”), unless stated otherwise. The MD&A is focused on material matters.

 

 

 

 

 

 

 

 

 

 

 

 

 

1


 

TABLE OF CONTENTS

1. OVERVIEW 4
2. SUMMARY 4
3. SUMMARY FINANCIAL RESULTS 9
3.1 Revenue analysis 10
3.2 Production, other cost and other income analysis 11
3.3 Cash flow analysis 19
3.3.3 Financing activities 20
3.4 Analysis of financial position 22
3.5 Supplementary financial information 23
4. OPERATIONS 24
4.1. Safety, Health and Environment (“SHE”) 24
4.2. Social Investment and Contribution to the Zimbabwean Economy - Blanket 26
4.3. Gold Production - Blanket 27
4.4. Capital Projects - Blanket 28
4.5. Indigenisation 29
4.6. Bilboes 29
4.7. Zimbabwe Commercial Environment 30
4.8. Solar plant 33
4.9. Opportunities and Outlook 33
5. EXPLORATION 35
6. INVESTING 36
7. LIQUIDITY AND CAPITAL RESOURCES 37
8. OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES 37
9. ADJUSTED EARNINGS PER SHARE 38
10. RELATED PARTY TRANSACTIONS 39
11. RESTATEMENT OF COMPARATIVE INFORMATION 39
12. INTERNAL CONTROLS OVER FINANCIAL REPORTING 40
12.1 Disclosure Controls and Procedures 40
12.2 Changes in internal control over financial reporting 41
12.3 Limitation of DC&P and ICFR 41
13. CRITICAL ACCOUNTING ESTIMATES 41
13.1. Site restoration provisions 41
13.2. Exploration and evaluation (“E&E”) expenditure 41
13.3. Income taxes 42

 

2


 

13.4. Impairment 42
13.5. Depreciation 42
13.6. Mineral reserves and resources 42
14. FINANCIAL INSTRUMENTS 43
14.1. Commodity risk 43
14.2. Credit risk 43
14.3. Liquidity risk 43
14.4. Currency risk 44
14.5. Interest rate risk 44
15. SECURITIES OUTSTANDING 44
16. RISK ANALYSIS 44
17. FORWARD LOOKING STATEMENTS 45
18. QUALIFIED PERSON 46

 

 

 

 

 

 

 

 

 

 

3


 

1. OVERVIEW

 

Caledonia is a Zimbabwean-focused exploration, development, and mining corporation. Caledonia owns a 64% stake in the gold-producing Blanket Mine (“Blanket”), and 100% stakes in the Bilboes sulphide project and the Motapa and Maligreen gold exploration projects, all situated in Zimbabwe. Caledonia’s shares are listed on the NYSE American LLC (“NYSE American”), depositary interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc and depositary receipts in Caledonia’s shares are listed on the Victoria Falls Stock Exchange (“VFEX”) (all under the symbols “CMCL”).

 

2. SUMMARY

 

  Q1 Comment  
 
2025 2024  
Gold produced (oz) 19,106 17,476

Gold produced in the Quarter was 9.3% higher than the first quarter of 2024 (the “comparative” or “comparable quarter” or “Q1 2024”).

 

18,671 ounces of gold were produced at Blanket in the Quarter (Q1 2024: 17,050 ounces), a 9.5% increase from the comparable quarter due to higher milled tonnes offset by lower grade and lower gold recovery.

 

435 ounces of gold were produced from the Bilboes oxide mine in the Quarter (Q1 2024: 426 ounces). Although the mine was placed on care and maintenance at the end of September 2023, leaching of the heap leach pads continues for as long as it makes a cash contribution.

 

 
On-mine cost per ounce ($/oz)1 1,202 1,065 On-mine cost per ounce in the Quarter increased by 12.9% compared to the comparable quarter due to higher production costs at Blanket mainly on labour, power and consumable costs.  
All-in sustaining cost (“AISC”) per ounce1 1,797 1,350

The AISC per ounce in the Quarter increased by 33.1% compared to the comparative quarter, predominantly due to the higher on-mine costs, increased sustaining capex and administrative expenses.

 

AISC includes the benefit of the solar plant electricity saving ($46 per ounce for the Quarter) which will not recur following the sale of the solar plant in April 2025.

 

 
Average realised gold price ($/oz)1 2,896 2,040 The average realised gold price reflects international spot prices.  
Gross profit2 ($’000) 26,926 13,815 Gross profit for the Quarter increased from the comparative quarter, predominantly due to the higher gold price and ounces sold.  

 

4


 

  Q1 Comment  
 
2025 2024  
Net profit (loss) attributable to shareholders ($’000) 8,915 1,486* Net profit attributable to shareholders is higher due to higher gross profit and lower foreign exchange losses for the Quarter compared to the comparative quarter, partly offset by higher administrative expenses.  
Basic IFRS earnings (loss) per share (“EPS”) (cents) 44.6 7.3* Basic IFRS EPS reflects the movement in IFRS profit attributable to shareholders.  
Adjusted EPS (cents)1 58.5 9.7* Adjusted EPS excludes inter alia unrealised intercompany foreign exchange gains and losses, deferred tax and fair value movements on derivative financial instruments.  
Net cash from operating activities ($’000) 13,079 4,887 Net cash from operating activities increased in the Quarter compared to the comparative quarter due to higher operating profit offset by investing activities.      
Net cash and cash equivalents ($’000) (4,572) (14,160) Net cash increased due to the higher cash inflow from operating activities in the Quarter compared to the comparative quarter.  

1 Non-IFRS measures such as “On-mine cost per ounce”, “AISC”, “average realised gold price” and “adjusted EPS” are used throughout this document. Refer to section 3.2. and section 7 of this MD&A for a discussion of non-IFRS measures.

 

2 Gross profit is after deducting royalties, production costs and depreciation but before administrative expenses, other income, interest and finance charges and taxation.

 

* Restated - Refer to section 11 and section 12.

 

 

 

 

 

 

 

5


 

Production at Blanket

 

Gold production at Blanket for the Quarter was 18,671 ounces, higher than the 17,050 ounces produced in the comparative quarter. The increase was due to higher tonnes milled of 201,755 tonnes, offset by a lower grade.

 

Blanket sold 18,953 ounces in the Quarter. This represents a 2.7% increase from the comparable quarter, when 18,450 ounces were sold. The ounces sold in the Quarter include a net movement of 283 ounces of gold work in progress.

 

Solar plant sale

 

On April 11, 2025, the Company sold its Zimbabwe subsidiary Caledonia Mining Services (Private) Limited ("CMS"), to CrossBoundary Energy Holdings ("CBE") for a pre-tax consideration of $22.35 million which was paid in cash. CMS owns and operates the 12.2MWac solar plant that supplies power to Blanket Mine. Under the terms of the sale, the solar plant will continue to provide Blanket Mine with power under an exclusive power purchase agreement, ensuring a reliable renewable energy source for the mine.

 

The construction of the solar plant was initially financed by a registered offering of Caledonia's shares in the USA in 2020, which raised $13 million through the issue of 597,963 shares. Caledonia's consolidated net debt as at April 9, 2025 (i.e. immediately before the transfer of the cash consideration on April 10, 2025) was $3.8 million (December 31, 2024: net debt $8.7 million). Accounting for receipt of the cash consideration, Caledonia's pro forma consolidated net cash balance was $18.6 million. The majority of the proceeds of the sale have been invested in short and medium-term interest-earning deposit accounts and will be retained to invest in further growth opportunities.

 

Bilboes feasibility study

 

Caledonia has been progressing work on a feasibility study for the Bilboes project, initially due for publication in the Quarter. While ongoing work confirms the project has attractive economics, several new developments plus higher indicated capital costs have prompted the Company to defer the finalisation of the feasibility study in order to undertake further work to allow for the evaluation of key, and certain new factors that we expect could positively impact project economics. Caledonia remains committed to maximising Caledonia’s net present value per share: this means identifying the optimal balance between growth and equity dilution, having regard to an acceptable degree of debt funding.

 

Exploration at Motapa

 

After the encouraging results from the 2024 exploration programme, as announced on November 11, 2024, in terms of strike width, length and grade, a further $2.8 million has been allocated to exploration activities at Motapa for the 2025 year. With Motapa's location adjacent to Bilboes, significant synergies could be obtained should a viable resource body be identified through the planned exploration programme.

 

The 2025 exploration programme for Motapa encompasses the following

 

· Motapa North: Reverse Circulation ("RC") and Diamond Drilling ("DD") programme of 18,465 meters and 970 meters respectively focused on defining an open pit mineral resource in the near-term.

 

· Motapa Central: RC and DD programme of 5,385 meters and 510 meters respectively at the Mpudzi section, targeting a near-term oxide mineral resource which may be amenable to leaching at the nearby Bilboes leach pad.

 

· Motapa South: RC and DD programme of 2,000 meters and 300 meters respectively, targeting a potential oxide zone.

 

The planned exploration for 2025 is further discussed in section 5.

 

6


 

2025 Production, cost and capital expenditure

 

Blanket’s gold production guidance for 2025 is 74,000 to 78,000 ounces. This reflects the current mine scheduling, which anticipates that Blanket will continue to mine lower-grade areas in 2025.

 

Blanket’s on-mine cost per ounce is forecast at $1,050 - $1,150 (up from $950 to $1,050 per ounce in 2024), while AISC per ounce is expected to be in the range of $1,690 - $1,790 (up from $1,450 - $1,550 per ounce in 2024). Management is confident that Blanket will achieve its on-mine cost per ounce and AISC per ounce guidance for 2025. Cost guidance for 2025 reflects higher labour, HR and IT expenses and increased sustaining capital expenditure. Increased expenditure in these areas is part of the ongoing modernisation of the business, building a foundation for the extended operating life at Blanket, growth arising from Bilboes and Motapa, and future profitability through cost reductions. The 2025 on-mine cost per ounce includes $20 per ounce of environmental, social and governance ("ESG") cost.

 

The 2025 capital expenditure programme totals $41.0 million, with $34.1 million allocated to Blanket and $6.9 million at Bilboes and Motapa. These investments aim to modernise operations and improve mining efficiency at Blanket. While there will be short-term cost pressures, the long-term goal is to reduce costs, improve profitability and operational resilience and extend Blanket's mine life and thereby ensure the continued success of Blanket. All expenditure will be funded from cash generation and cash reserves with no anticipated impact on the dividend. Capital expenditure for 2025 is further discussed in section 4.9.

 

Change in directors and management

 

On February 14, 2025 Caledonia announced that Mr. Stefan Buys and Ms. Lesley Goldwasser had joined the Company’s board of directors (“the Board”) as independent non-executive directors. Mr. Johan Holtzhausen, who has served on the Board since 2013, did not seek reappointment by shareholders at the annual general meeting of shareholders which was held on May 6, 2025 and therefore retired from the Board and as chair of the Audit Committee with effect from that meeting. Ms. Tariro Gadzikwa, an independent non-executive director, was appointed by the Board to take over from Mr. Holtzhausen as chair of the Audit Committee immediately after the annual general meeting.

 

On March 31, 2025, Mr. Chester Goodburn stepped down as Chief Financial Officer and was replaced by Mr. Ross Jerrard.

 

During the Quarter, Mr. Admire Makuvaro was appointed as Group Head of Projects. Mr. Makuvaro has several decades of experience in constructing large scale mining and metallurgical processing operations; his immediate focus will be on assisting in the development and subsequent construction of the Bilboes sulphide project, but he will also be responsible for other large capital projects in the Group.

 

 

 

 

 

 

 

7


 

Strategy and Outlook: increased focus on growth opportunities

 

The immediate strategic focus is to:

 

maintain production at Blanket at the targeted range of 74,000 to 78,000 ounces of gold for 2025 and at a similar level for 2026, whilst modernising operations and improving mining and operational cost efficiencies;

 

Engage in further exploration at Blanket with the objectives to upgrade existing inferred mineral resources to measured and indicated mineral resources so that Blanket’s life of mine may be extended and to commence exploration on other target areas on Blanket’s lease area which are outside the current mine footprint;

 

continue to evaluate development and funding options for the Bilboes sulphide project; and

 

continue with exploration activities at Motapa with a view to identifying sulphide and oxide mineral resources. Any sulphide mineral resources would eventually be treated as part of the Bilboes sulphide project; oxide mineral resources may create short term, relatively short-life revenue opportunities.

 

The strategy and outlook of Caledonia is further discussed in section 4.9 of this MD&A.

 

 

 

 

 

 

 

 

 

8


 

3. SUMMARY FINANCIAL RESULTS

 

The table below sets out the consolidated profit or loss for the Quarter and the comparative periods prepared under IFRS.

 

Condensed Consolidated Statements of profit or loss and Other comprehensive income (Unaudited)
($'000's)   3 months ended March 31,
      2025       2024       2023  
              Restated*       Restated*  
Revenue     56,178       38,528       29,435  
Royalty     (2,771 )     (1,934 )     (1,480 )
Production costs     (22,622 )     (18,960 )     (19,850 )
Depreciation     (3,859 )     (3,819 )     (2,255 )
Gross profit     26,926       13,815       5,850  
Net foreign exchange (loss) gain     (1,252 )     (4,882 )     36  
Administrative expenses     (4,598 )     (2,611 )     (5,938 )
Net derivative financial instrument expense     (1,592 )     (302 )     (434 )
Equity-settled share-based credit/(expense)     144       (201 )     (110 )
Cash-settled share-based expense     (158 )     (53 )     (280 )
Other expenses     (843 )     (600 )     (640 )
Other income     66       164       18  
Operating profit (loss)     18,693       5,330       (1,498 )
Finance income     6       6       5  
Finance cost     (900 )     (732 )     (772 )
Profit (loss) before tax     17,799       4,604       (2,265 )
Tax expense     (6,636 )     (2,530 )     (2,380 )
Profit (loss) for the period     11,163       2,074       (4,645 )
                         
Other comprehensive income                        
Items that are or may be reclassified to profit or loss                        
Exchange differences on translation of foreign operations     207       (144 )     (369 )
Total comprehensive income for the period     11,370       1,930       (5,014 )
                         
Profit (loss) attributable to:                        
Owners of the Company     8,915       1,486       (5,356 )
Non-controlling interests     2,248       588       711  
Profit (loss) for the period     11,163       2,074       (4,645 )
                         
Total comprehensive income attributable to:                        
Owners of the Company     9,122       1,342       (5,725 )
Non-controlling interests     2,248       588       711  
Total comprehensive income for the period     11,370       1,930       (5,014 )
                         
Earnings (loss) per share (cents)                        
Basic earnings (loss) per share     44.6       7.3       (32.2 )
Diluted earnings (loss) per share     44.6       7.3       (32.2 )
                         
Adjusted earnings per share (cents)                        
Basic     58.5       9.7       (26.3 )
Dividends paid per share#     -       14.0       14.0  
* Refer to section 11 and section 12, # Refer section 3.3.3.    

 

9


 

3.1 Revenue analysis

 

The table below reconciles “Average gold price per ounce” to the revenue shown in the financial statements which have been prepared under IFRS.

 

Reconciliation of average realised gold price per ounce
($’000’s, unless otherwise indicated)
      3 months ended Mar 31,  
      2025       2024  
Revenue (IFRS)     56,178       38,528  
Revenues from sales of silver     (32 )     (26 )
Revenues from sales of gold     56,146       38,502  
Gold ounces sold (oz)     19,388       18,876  
Average realised gold price per ounce (US$/oz)     2,896       2,040  

 

Revenue in the Quarter was 45.8% higher than the comparative quarter due to a 42.0% increase in the average realised price of gold sold and a 2.7% increase in ounces sold. Sales in the Quarter exclude 3,159 ounces (Q1 2024: 1,657) of gold that were held as work-in-progress and sold early in April 2025, and include 3,442 ounces of gold sold that were held as work-in-progress as at December 31, 2024. Blanket accumulated an ore stockpile of approximately 15,000 tonnes as at March 31, 2025.

 

The royalty rate payable to the Zimbabwe Government was unchanged at 5%.

 

 

 

 

 

 

10


 

3.2 Production, other cost and other income analysis

 

3.2.1 Cost per ounce

 

Cost per ounce of gold sold
(US$/ounce)        
    Bilboes Oxide Mine   Blanket   Consolidated
    3 months ended   3 months ended   3 months ended
      Mar 31     Mar 31     Mar 31  
      2025       2024       2025       2024       2025       2024  
On-mine cost per ounce3     2,114       1,820       1,181       1,048       1,202       1,065  
AISC per ounce3     2,288       1,900       1,785       1,337       1,797       1,350  
All-in cost per ounce3     2,288       1,900       1,855       1,433       1,914       1,470  

 

Non-IFRS performance measures such as “on-mine cost per ounce”, “AISC per ounce,” and “all-in cost per ounce” are used in this document. Management believes these measures assist investors and other stakeholders in understanding the economics of gold mining over the life cycle of a mine. These measures are calculated on the principles set out by the World Gold Council and are further explained below.

 

1.                On-mine cost per ounce3, which shows the on-mine costs of producing an ounce of gold and includes direct costs that are incurred on day-to-day activity for the mine and excludes once-off retirement and severance costs. ESG costs were included in the on-mine cost as well as in the comparative amounts due to the increased focus on ESG;

 

2.                AISC per ounce3, which shows the on-mine cost per ounce plus royalty paid, additional costs incurred outside the mine (i.e., at offices in Harare, Bulawayo, Johannesburg and Jersey), capital costs required to maintain production at the current levels (sustaining capital investment), the share-based expense (or credit) arising from the awards made to employees under the 2015 Omnibus Equity Incentive Compensation Plan (“OEICP”) less silver by-product revenue; and

 

3.                All-in cost per ounce3, which shows the AISC per ounce plus the costs associated with activities that are undertaken with a view to increasing production (expansion capital investment). Exploration and evaluation costs were included in the all-in cost as well as in the comparative amounts.

 

A narrow focus on the direct costs of production does not reflect the cost of gold production under IFRS and adds certain capital and other costs. The table below reconciles non-IFRS cost measures to the production costs shown in the financial statements prepared under IFRS.

 

3 On-mine cost per ounce, AISC per ounce, and all-in cost per ounce are non-IFRS measures.

11


 

Cost per ounce of gold sold        
(US$/ounce)        
                Motapa and Bilboes        
    Bilboes Oxide Mine   Blanket   Sulphide Project   Consolidated
    3 months ended   3 months ended   3 months ended   3 months ended
    Mar 31   Mar 31   Mar 31   Mar 31
      2025       2024       2025       2024       2025       2024       2025       2024  
                                 
Production cost (IFRS)     936       784       21,686       18,176       -       -       22,622       18,960  
Cash-settled share-based expense     (17 )     (9 )     (248 )     (90 )     -       -       (265 )     (99 )
Less exploration and safety costs     -       -       (255 )     (220 )     -       -       (255 )     (220 )
On-mine admin costs, employee incentives and intercompany adjustments     -       -       888       1,119       -       -       888       1,119  
Corporate social responsibility ("CSR") costs     -       -       305       346       -       -       305       346  
On-mine production cost     919       775       22,376       19,331       -       -       23,295       20,106  
Gold sales (oz)     435       426       18,953       18,450       -       -       19,388       18,876  
On-mine cost per ounce ($/oz)     2,114       1,820       1,181       1,048       -       -       1,202       1,065  
                                                                 
Royalty     59       43       2,712       1,891       -       -       2,771       1,934  
Exploration, remediation and permitting cost     -       -       37       26       -       -       37       26  
Sustaining capital expenditure#     -       -       5,759       2,581       -       -       5,759       2,581  
Sustaining administrative expenses&     -       -       4,049       1,873       -       -       4,049       1,873  
Silver by-product credit     -       -       (32 )     (26 )     -       -       (32 )     (26 )
Cash-settled share-based payment expense included in production cost     17       (9 )     248       108       -       -       265       99  
Cash-settled share-based payment expense     -       -       158       53       -       -       158       53  
Equity-settled share-based payment expense     -       -       (144 )     201       -       -       (144 )     201  
Procurement margin included in on-mine cost*     -       -       (1,323 )     (1,373 )     -       -       (1,323 )     (1,373 )
AISC     995       809       33,840       24,665       -       -       34,835       25,474  

 

12


 

Cost per ounce of gold sold        
(US$/ounce)        
                Motapa and Bilboes        
    Bilboes Oxide Mine   Blanket   Sulphide Project   Consolidated
    3 months ended   3 months ended   3 months ended   3 months ended
    Mar 31   Mar 31   Mar 31   Mar 31
      2025       2024       2025       2024       2025       2024       2025       2024  
Gold sales (oz)     435       426       18,953       18,450       -       -       19,388       18,876  
AISC per ounce ($/oz)     2,288       1,900       1,785       1,337       -       -       1,797       1,350  
                                                                 
Non-sustaining administrative expenses&     -       -       542       738       -       -       542       738  
E&E Assets - Motapa     -       -       -       -       341       124       341       124  
E&E Assets - Bilboes     -       -       -       -       623       372       623       372  
Permitting and exploration expenses     -       -       5       17       -       -       5       17  
Non-sustaining capital expenditure#     -       -       771       1,017       -       -       771       1,017  
AIC     995       809       35,158       26,437       964       496       37,117       27,742  
Gold sales (oz)     435       426       18,953       18,450       -       -       19,388       18,876  
All-in costs per ounce     2,288       1,900       1,855       1,433       -       -       1,914       1,470  

* The on-mine cost reflects the cost incurred on-mine to produce gold. The procurement margin on consumable sales between CMSA and Blanket is not deducted from on-mine cost as the cost represents a fair value that Blanket would pay for consumables if they were sourced from a third party. The procurement margin on these sales is deducted from AISC and all-in cost as these numbers represent the consolidated costs at a group level, excluding intercompany profit margins.

 

& Administrative expenses relate to costs incurred by the Group to provide services for mining and related activities. Administrative expenses are allocated between AISC and All-in cost.

 

# Non-sustaining costs are primarily those costs incurred at ‘new operations’ and costs related to ‘major projects at existing operations’ where these projects will materially benefit the operation. All other costs related to existing operations are considered sustaining.

 

13


 

On-mine cost per ounce

 

On-mine costs comprise electricity, labour, consumables, administrative, and other costs directly related to production, such as insurance, Blanket's software licensing, ESG and security.

 

Analysis of on-mine production costs between Blanket and Bilboes (non IFRS)
($’000’s)   3 months ended
    Mar 31,
      2025       2024  
Blanket     22,376       19,331  
Bilboes     919       775  
Total     23,295       20,106  
                 
On-mine cost per ounce ($/oz)     1,202       1,065  

On-mine production cost per ounce increased by 12.9% in the Quarter compared to the comparative quarter.

 

The increase in on-mine cost per ounce in the Quarter, compared to the comparative quarter, is illustrated in the graph below.

 

 

At Blanket, on-mine production cost increased by 15.8% from $1,048 per ounce in the comparative quarter to $1,181 in the Quarter. On-mine cost at Blanket exclusive of CSR projects cost amounted to $1,165 per ounce.

 

14


 

Labour cost increased by $63 per ounce due to a higher headcount, 2025 inflationary increases, production bonuses paid and overtime worked. Higher production bonuses were paid in the Quarter due to the surpassing of production targets set for the Quarter. Bonus payments were paid at maximum achievement level after record first quarter production and tonnage milled which alleviated the effect of lower grades on ounces. A new clocking system is being implemented in the second quarter of 2025 and is expected to improve the monitoring of the labour force and reduce inefficient labour allocation in future.

 

Consumable costs per ounce at Blanket in the Quarter increased by $33 due to higher repair and maintenance costs at the metallurgical plant and underground equipment in the Quarter compared to the comparative quarter.

 

Other production costs increased by $39 per ounce due to inflationary increases in ZiG-denominated security, telecom expenses and water levies. Licenses for new IT software acquired in 2024 as part of the ongoing modernisation of the business also contributed to the increase in other production costs.

 

Power costs per ounce decreased by $1.50 due to reduced reactive energy penalty charges after power factor correction equipment was installed in November 2024. Management is evaluating the current electricity infrastructure usage and is looking at alternative sources of energy that will supplement the current electricity mixture with a view to increasing reliability and quality of supply as well as reducing cost over the mine life of Blanket.

 

The cost of heap leaching activities at Bilboes marginally increased from the comparative quarter by $5. Leaching activities related to the heap leach pad have covered the care and maintenance cost of the existing Bilboes infrastructure and the leaching will continue for as long as it makes a positive cash contribution after the cost of leaching is incurred. Bilboes is discussed further in section 4.9.

 

 

 

 

 

 

15


 

AISC

 

AISC includes inter alia administrative expenses incurred outside Zimbabwe and excludes the intercompany procurement margin and deducts the solar power intercompany profit as this reflects the consolidated cost incurred at the Group level. AISC per ounce for the Quarter was 33.1% higher than the comparative quarter predominantly due to higher on-mine costs, increased administrative and sustaining capital expenditure. Sustaining capital expenditure includes underground capital development, IT software installation predominantly to enhance the on-mine resource management planning abilities, exploration at Blanket, electrical and surface engineering (as detailed in section 3.4). More of the Blanket capital expenditure is allocated to sustaining capital expenditure rather than to expansion (non-sustaining) capital investment which is included in the calculation of all-in cost.

 

The increase in AISC per ounce in the Quarter compared to the comparative quarter is illustrated in the graph below:

 

 

All-in cost

 

All-in cost includes investment in capital expansion projects at Blanket and exploration and evaluation expenditure on projects. Capital projects at Blanket are discussed in section 4.4 and exploration and evaluation projects are discussed in section 5 for Bilboes and Motapa.

 

16


 

3.2.2 Administrative Expenses

 

Administrative expenses are detailed in note 8 to the Interim Financial Statements and include the costs of Caledonia’s offices and personnel in Harare, Johannesburg, Bulawayo, the UK and Jersey, which provide the following functions: feasibility study, technical services, finance, procurement, investor relations, corporate development, legal and company secretarial.

 

Analysis of Administrative expenses
($’000’s)   3 months ended
    Mar 31,
      2025       2024  
Investor relations     173       135  
Professional consulting fees and advisory services     396       244  
Listing fees     121       149  
Directors’ fees (Caledonia and Blanket)     210       189  
Employee costs     1,686       1,355  
Employee costs – settlements group     786       -  
Employee costs – bonuses group     458       (150 )
Other     768       689  
Total     4,598       2,611  

Administrative expenses in the Quarter were 76.1% higher than the comparative quarter, primarily driven by an increase in employee headcount and a settlement payment to the previous Chief Financial Officer. Additionally, costs that were reclassified as administrative costs in the second quarter of 2024 contributed to the rise. The inclusion of a bonus provision for 2025 further amplified employee costs, contrasting with the comparable quarter, which included a reversal of the bonus accrual for 2023 and no additional accruals for 2024. Investments aimed at enhancing the capacity and broadening the role of the HR function also played a key role in the increase.

 

3.2.3 Depreciation, foreign exchange (losses) gains and other expenses

 

The depreciation charge in the Quarter marginally increased to the comparable quarter, because of the higher production ounces in the Quarter over which a large part of the cost base is depreciated partly offset by no depreciation on assets that were fully impaired in the last quarter of 2024.

 

Net foreign exchange movements in the Quarter relate to profits and losses arising on monetary assets and liabilities that are held in currencies other than the USD - principally the ZiG and, to a lesser extent, the South African Rand and the British Pound. The total net foreign exchange loss in the Quarter amounted to $1.3 million, and the net losses were predominantly due to the marginal devaluation of the ZiG rate against the USD, which contributed $1.0 million to the overall exchange losses for the period. Foreign exchange losses on the ZiG were predominantly incurred on the ZiG-denominated prepayments, receivables for gold sales and VAT refunds which reduced in value in US Dollar terms between the date they were recognised. Exchange losses of $0.1 million were also realised on ZiG to USD conversions on the Willing Buyer Willing Seller (WBWS) platform where conversions of $1.4 million were made in the Quarter. Unrealised foreign exchange losses on South African Rand-denominated intercompany loans of approximately $0.3 million were incurred due to the weakening of the South African Rand in the Quarter. The foreign exchange losses on intercompany loans are not expected to have a cash flow effect in the short term.

 

CSR cost amounted to $0.3 million in the Quarter. CSR is further discussed in section 4.2.

 

Other expenses include Intermediate Monetary Transaction Tax of $0.5 million for the Quarter that is chargeable on the transfer of physical money, electronically or by any other means and is charged at 2% per transaction performed in Zimbabwe.

 

17


 

The net derivative financial instrument expense relates to the put options purchased in February 2025 at a strike price of $2,600 per ounce.

 

3.2.4 Tax expense

 

Analysis of consolidated tax expense for the Quarter
($’000’s)     Blanket       South Africa       UK       Bilboes and CHZ       Total  
Income tax     6,534       (93 )                 6,441  
Withholding tax                                
Management fee           33                   33  
Deemed dividend     72                   (9 )     63  
CHZ dividends to GMS-UK                 160             160  
Deferred tax     (99 )     38                   (61 )
      6,507       (22 )     160       (9 )     6,636  

The overall effective taxation rate for the Quarter was 37.3% (Q1 2024: 55.0%). The effective tax rate bears little relationship to reported consolidated profit before tax.

 

The effective consolidated tax rate is higher than the enacted rate of Zimbabwean income tax due to the following reasons:

 

· The rate of income tax in Jersey, the tax domicile of the parent company of the Group (i.e. the Company), is zero, which means there is no tax benefit to be realised by offsetting expenses incurred in Jersey against profit. Such expenses include administrative expenses and expenses incurred in respect of derivatives, and share-based payments;

 

· Management fees charged to Blanket by the shared services centres in Bulawayo and in South Africa are not fully deductible for income tax purposes and incur withholding tax;

 

· The Johannesburg office from time-to-time makes an intercompany profit, which results in a South African income tax expense. On consolidation, inter-company profits are eliminated, but the tax expense remains.

 

The effective taxation rate for Blanket was 28.3% (2024: 30.0%), which closely corresponds to the enacted Zimbabwean income tax rate applicable in the Quarter of 25.75%.

 

From January 1, 2023 the Zimbabwean taxable income was calculated and paid in the proportion in which income was received.

 

From July 1, 2024, where a taxpayer's income is earned more than 50% in USD, the taxable income is calculated and paid on a USD50:ZiG50 basis.

 

Deferred tax predominantly comprises the difference between the accounting and tax treatments of capital investment expenditure. Most of the tax expense comprised income tax and deferred tax incurred in Zimbabwe.

 

South African income tax arises on intercompany profits arising at Caledonia Mining South Africa Proprietary Limited (“CMSA”) on goods sold and intergroup services rendered. CMSA made a loss for the Quarter, accordingly the South African income tax is a credit.

 

Zimbabwe withholding tax arose on the management fees paid to CMSA and on dividends paid from Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”) to the Company’s subsidiary in the UK Greenstone Management Services Holdings Limited (“GMS-UK”).

 

18


 

3.2.5 Basic EPS

 

Basic IFRS EPS for the Quarter improved by 510.9% from a profit of 7.3 cents in the comparative quarter to a profit of 44.6 cents in the Quarter. Adjusted EPS for the Quarter excludes inter alia the effect of intercompany foreign net exchange movements and deferred tax. Adjusted EPS increased from a profit of 9.7 cents in the comparative quarter to 58.5 cents for the Quarter. A reconciliation from Basic IFRS EPS to adjusted EPS is set out in section 9.

 

3.3 Cash flow analysis

 

The table below sets out the summarised cash flows for the quarters ended March 31, 2025 and 2024 prepared under IFRS.

 

Summarised Consolidated Statements of Cash Flows (Unaudited)
($’000’s)   3 months ended
    Mar 31,
      2025       2024  
Net cash inflow from operating activities     13,341       4,887  
                 
Net cash used in investing activities     (10,071 )     (4,411 )
                 
Net cash from / (used in) financing activities     819       (2,757 )
                 
Net increase / (decrease) in cash and cash equivalents     4,089       (2,281 )
Effect of exchange rate fluctuations on cash and cash equivalents     7       (847 )
Net cash and cash equivalents at the beginning of the period     (8,668 )     (11,032 )
Net cash and cash equivalents at the end of the period     (4,572 )     (14,160 )

 

3.3.1 Operating Activities

 

Cash flows from operating activities in the Quarter are detailed in note 24 to the Interim Financial Statements. Cash inflows from operations before working capital changes in the Quarter were $24.8 million, compared to $10.5 million in the comparable quarter.

 

($’000’s)   3 months ended  
      Mar 31  
      2025       2024  
Cash generated from operations before working capital changes     24,843       10,508  

 

Cash flows from operations before working capital changes were 136.4% higher for the Quarter predominantly due to higher gold prices received on gold sales and increased sales ounces.

 

The working capital movements in the Quarter resulted in a $6.4 million outflow. Inventory levels were higher due to the 15,000 tonne stockpile that was accumulated at March 31, 2025. The stockpile reflects the significant improvement in mine performance in the Quarter, which now exceeds milling capacity, as discussed in section 4.3. Increased inventory spares were required to sustainably operate Blanket’s rock breakers, crushers, pneumatic air compressors, generators and trackless mining machinery. A VAT receipt of $4.9 million was delayed by the Zimbabwean revenue authority ("ZIMRA") and applied against our revenue royalty tax payments. This resulted in a dual deduction of revenue royalties by ZIMRA and Fidelity Gold Refinery (Private) Limited ("FGR") on behalf of ZIMRA in the Quarter. Subsequently, permission was received to apply the VAT receivable against our other taxes payable in the Quarter, and $2.3m was offset against income tax and withholding tax. A balance of $2.6 million will be utilised against taxes payable in the second quarter of 2025.

 

19


 

Prepayments increased during the Quarter, as ZiG prepayments were made to suppliers to reduce cash held in ZiG and thereby mitigate the effects of devaluations in the ZiG. This strategy resulted in an additional $2.7 million in prepayments made by March 31, 2025 to lock in prices of goods denominated in ZiG.

 

3.3.2 Investing activities

 

The acquisition of property, plant and equipment relates to the investment at Blanket as discussed further in section 4.4; the investment in exploration and evaluation assets relates to the exploration work at Motapa and Maligreen.

 

3.3.3 Financing activities

 

Financing activities for the Quarter include dividends of $1.4 million paid to Blanket’s minority shareholders. During the Quarter, additional loan notes to the value of $2.5 million were issued. The net amount of loan notes received, excluding transaction costs, was $2.4 million. As previously advised, Caledonia has re-phased the declaration and payment of dividends to co-incide with the scheduled board meetings to approve the publication of Caledonia's quarterly results. Accordingly, whereas Caledonia paid a dividend of 14 cents per share in the first quarter of 2024, in 2025, Caledonia declared a dividend of 14 cents per share on March 24, 2025 which was paid on April 17, 2025.

 

3.3.4 The effect of exchange rate fluctuations

 

The effect of exchange rate fluctuations on cash held reflects gains or losses on cash balances held in currencies other than the US Dollar. The effect on cash balances forms part of an overall foreign exchange gain or loss arising on all affected monetary assets and liabilities.

 

 

 

 

 

 

 

20


 

3.3.5 Overdraft facilities and term loans

 

Operating and investing activities at Blanket in the Quarter were funded by Blanket's operating cash flows and from Blanket’s overdraft facilities which were as set out below at March 31, 2025.

 

Overdraft facilities
Lender   Date drawn   Principal value   Balance drawn at March 31, 2025   Repayment terms   Security   Expiry
Stanbic Bank Limited   Mar-24   ZiG7 million   Nil   On demand   Unsecured   Jun-25
Stanbic Bank Limited   Mar-24   $4 million   $2.5 million   On demand   Unsecured   Jun-25
CABS Bank   Oct-24   $1 million   $0.7 million   On demand   Unsecured   Oct-25
Ecobank   Mar-24   $6 million   $5.9 million   On demand   Unsecured   Feb-26
Nedbank   Apr-24   $7 million   $4.2 million   On demand   Unsecured   Apr-26
                         
Term Loans
Lender   Date drawn   Principal value   Balance drawn at March 31, 2025   Repayment terms   Security   Expiry
CABS Bank   Oct-24   $3 million   $2.7 million   Quarterly   Unsecured   Mar-27
                         
Letter of credit                        
Lender   Date drawn   Principal value   Balance drawn at March 31, 2025   Repayment terms   Security   Expiry
Stanbic Bank Limited       $3 million   Nil           Jun-25

Potential asset-based financing of $1.6 million for vehicles being finalised with Nedbank.

 

3.3.6 Hedging

 

From December 2022 the Company had the following put options to hedge gold price risk:

 

Purchase date     Ounces hedged       Strike price     Period of hedge
December 22, 2022     16,672       1,750     December 2022 - May 2023
May 22, 2023     28,000       1,900     June - December 2023
December 19, 2023     12,000       1,950     January - March 2024
March 7, 2024     12,000       2,050     April - June 2024
April 10, 2024     12,000       2,100     July - September 2024
October 4, 2024     12,000       2,600     October - December 2024
February 3, 2025     43,439       2,600     February - December 2025

The put options were entered into to protect the Company against gold prices lower than the strike price over the period hedged. The options are “out-of-the-money" put options which lock in a minimum price over the number of ounces that are subject to the hedge for an initial option price. Caledonia has historically engaged in hedging to lock in a gold price so that Caledonia could continue its planned investment activities and maintain the dividend. Following receipt of the proceeds of the sale of the solar plant in April 2025, Caledonia's net cash position has improved. Accordingly, Caledonia does not intend to engage in further hedging for the foreseeable future.

 

21


 

3.3.7 Bonds (loan notes)

 

In December 2022, a proposal for CMS (the company owning the solar power plant) to issue bonds up to a value of $12 million in the form of loan notes was approved. The decision was taken to optimise the capital structure of the Group and provide additional debt instruments to the Zimbabwean financial market. The bonds have a fixed interest rate of 9.5% payable bi-annually and have a tenor of 3 years from the date of issue. The bond repayments are guaranteed by the Company, and up to the date of this MD&A, $11.5 million of bonds have been issued to Zimbabwean commercial entities. In anticipation of the sale of CMS (which owns the solar plant), the bonds were transferred to CHZ, a wholly owned subsidiary of Caledonia, so that Caledonia could maintain and develop its relationships with Zimbabwe’s institutional debt investors.

 

3.4 Analysis of financial position

 

The table below sets out the consolidated statements of Caledonia’s financial position at the end of the Quarter, December 31, 2024 and December 31, 2023 prepared under IFRS.

 

Summarised Consolidated Statements of Financial Position ($’000’s) (Unaudited)
As at     Mar 31       Dec 31       Dec 31  
      2025       2024       2023  
                      *Restated  
Total non-current assets     290,914       287,046       274,074  
Income tax receivable     216       355       1,120  
Inventories     25,317       23,768       20,304  
Derivative financial assets                 88  
Trade and other receivables     17,268       12,675       9,952  
Prepayments     7,776       6,748       2,538  
Cash and cash equivalents     8,728       4,260       6,708  
Assets held for sale     13,520       13,512       13,519  
Total assets     363,739       348,364       328,303  
Total non-current liabilities     71,405       68,505       63,970  
Cash-settled share-based payment     674       634       920  
Income tax payable     4,363       2,958       10  
Lease liabilities     140       95       167  
Loans and borrowings     1,455       1,174        
Loan notes     1,093       855       665  
Trade and other payables     28,222       26,647       20,503  
Overdrafts     13,300       12,928       17,740  
Liabilities associated with assets held for sale     118       104       128  
Total liabilities     120,770       113,900       104,103  
Total equity     242,969       234,464       224,200  
Total equity and liabilities     363,739       348,364       328,303  

Property, plant and equipment additions at Blanket amounted to $5.6 million in the Quarter (rehabilitation change in estimate excluded and inclusive of intercompany mark-up). The additions during the Quarter predominantly related to:

 

New tailings storage facility ("TSF") (second phase) - $0.8 million;
   
Capital development at 30 and 34 levels - $1.8 million;
   
Information technology infrastructure - $0.1 million;
   
Deep drilling and exploration - $0.3 million;
   
Electrical engineering - $0.6 million; and
   
Mill and surface engineering - $1.5 million.

 

22


 

The total capital expenditure for 2025 at Blanket is planned at $34.1 million and full year spend is expected to be within the guidance levels.

 

Inventory, trade receivables, prepayments and trade payables are discussed under section 3.3.

 

Overdrafts are used for short-term working capital funding requirements in Zimbabwe. Expiration dates and terms of the overdrafts and short-term loans are set out in section 3.3.5.

 

For details on the solar plant that was held for sale at the end of the Quarter, refer to section 4.8.

 

The table below illustrates the distribution of the consolidated cash across the jurisdictions where the Group holds its cash:

 

As at     Jun 30,       Sep 30,       Dec 31,       Mar 31,  
      2024       2024       2024       2025  
Zimbabwe     (3,393 )     (11,375 )     (10,251 )     (7,109 )
South Africa     750       1,754       1,539       961  
UK/Jersey     1,277       1,986       44       1,518  
Dubai                       58  
Total net cash and cash equivalents     (1,366 )     (7,635 )     (8,668 )     (4,572 )

 

3.5 Supplementary financial information

 

The following information is provided for each of the eight most recent quarterly periods ending on the dates specified. The amounts are extracted from underlying financial statements that have been prepared using accounting policies consistent with IFRS.

 

      Jun 30,       Sep 30,       Dec 31,       Mar 31,       Jun 30,       Sep 30,       Dec 31,       Mar 31,  
($’000’s except per     2023       2023       2023       2024       2024       2024       2024       2025  
share amounts)     *Restated       *Restated       *Restated       *Restated       *Restated       *Restated                  
Revenue     37,027       41,187       38,661       38,528       50,107       46,868       47,515       56,178  
(Loss)/profit attributable to owners of the Company     (2,927 )     3,823       (3,402 )     1,486       8,283       2,264       5,865       8,915  
EPS – basic (cents)     (13.5 )     20.7       (18.7 )     7.3       42.2       12.0       29.7       44.6  
EPS – diluted (cents)     (13.5 )     20.7       (18.7 )     7.3       42.2       12.0       29.7       44.6  
Net cash and cash equivalents     (2,097 )     (3,192 )     (11,032 )     (14,160 )     (1,366 )     (7,635 )     (8,668 )     (4,572 )

* Refer to section 11 and section 12.

 

23


 

4. OPERATIONS

 

4.1. Safety, Health and Environment (“SHE”)

 

4.1.1. Blanket

 

Blanket Safety Statistics                              
Leading Indicators Q2       Q3       Q4       Q1       Q2       Q3       Q4       Q1  
      2023       2023       2023       2024       2024       2024       2024       2025  
Accident-Free Days     78       85       89       82       81       85       88       83  
Near Misses     3       3       7       12       2       4       9       21  
Total Injury Frequency Rate     1.4       0.8       0.4       0.9       1.3       0.9       0.4       0.6  
Audits     -       -       -       86       79       587       529       42  
Inspections     132       46       73       129       158       552       734       854  
No. of Employees Inducted     656       688       607       614       985       1,008       827       978  
Safety Meetings     71       67       74       53       82       128       123       123  
No. of Employees Trained     345       477       672       1,245       1,615       1,682       1,793       4,933  
Planned Job Observations     1,036       1,030       1,097       739       1,155       2,762       2,440       1,963  
Workplace Conditions     -       -       -       -       -       5,195       4,890       5,805  

 

Blanket Safety Statistics                              
Lagging Indicators Q2       Q3       Q4       Q1       Q2       Q3       Q4       Q1  
      2023       2023       2023       2024       2024       2024       2024       2025  
Loss of Life     -       -       -       -       -       1       -       -  
Lost Time Injuries     6       1       2       1       -       1       2       4  
Restricted Work Activity Cases     8       3       1       5       9       2       1       2  
Medical Aid Case Injuries     1       1       1       1       3       3       1       2  
First Aid     -       -       -       1       -       1       -       -  
Total Injuries     15       5       4       8       12       8       4       8  
Shifts Lost     104       130       182       32       -       6,018       110       337  

 

Under the direction of the Chief Operating Officer, who was appointed in May 2024, management initiated a comprehensive review of safety procedures and safety training following which several measures have been or are being implemented.

 

A Group SHE Manager has been recruited who introduced a proactive approach to safety which focuses on leading safety indicators such as the number of planned job observations and workplace condition inspections and an increase in the number of employees who have been trained to reinforce hazard awareness and compliance with safety protocols.

 

Accident investigation procedures have been reviewed to improve the Root Cause Analysis and a digital tracking system is now being introduced to enhance the monitoring of follow-up actions.

 

Real-time camera monitoring of high-risk areas is being introduced.

 

The “Stop, Look, Assess and Manage” (SLAM) methodology was introduced as a proactive, task-based risk assessment tool to ensure that workers assess hazards before they commence any task.

 

In January 2025 a 10-point accident mitigation plan was developed and implemented. By the end of the Quarter, implementation of the plan was 90% complete and the rate of new reported incidents decreased.

 

A Visible Felt Leadership programme has been introduced – with benefits not only in terms of improved safety performance, but also for increased operating effectiveness.

 

Baseline risk assessments have been completed, and bowtie analyses are being prepared for the top 20 identified risks.

 

Measures have been put in place to improve the readiness to deal with emergency situations.

 

24


 

The Total Injury Frequency Rate (“TIFR”) increased in the Quarter compared to the previous quarter, but it was lower than the average TIFR over a longer period.

 

4.1.2. Bilboes oxide mine

 

Bilboes Oxide Mine Safety Statistics
Classification     Q2       Q3       Q4       Q1       Q2       Q3       Q4       Q1  
      2023       2023       2023       2024       2024       2024       2024       2025  
Minor Injury     2       -       -       2       -       -       -       -  
Lost time injury     -       -       -       -       -       -       -       -  
Occupational illness     -       -       -       -       -       -       -       -  
Total     2       -       -       2       -       -       -       -  
Incidents     15       2       4       1       1       5       6       -  
Near misses     5       2       -       -       -       -       -       3  
Total Injury Frequency Rate     -       -       -       -       -       -       -       -  

 

The Bilboes oxide mine has been on care and maintenance since the end of the third quarter of 2023.

 

4.1.3 Environment – Blanket

 

Water management

 

Quarterly water consumption (000's m3)     Q1       Q2       Q3       Q4       Q1  
      2024       2024       2024       2024       2025  
Water abstracted                                        
Surface water (Blanket dam)     303       357       380       410       316  
Ground water     192       208       185       233       247  
Water abstracted (surface and ground)     496       566       564       643       564  
Recycled water     143       191       188       199       240  
Water consumption                                        
Plant water usage     279       327       345       317       237  
Underground, gardens, car wash, losses     186       195       171       166       148  
Domestic consumption     188       242       228       156       145  
Total water use     652       764       744       640       529  

Quarter-on-quarter comparisons of water abstracted, and water consumption are not helpful due to the seasonality of rainfall.

 

During the Quarter, total water abstraction from surface and groundwater sources was 563,535m3, and 194,193m3 of water recycled from the TSF was recycled back to the plant. Recycled water comprised 82% of the plant’s water use in the Quarter (237,397m3). Recycled water has increased significantly during 2024, as water recycling has improved due to the lining of the new TSF, which prevents seepage to groundwater, facilitating the flow of recycled water.

 

25


 

4.2. Social Investment and Contribution to the Zimbabwean Economy - Blanket

 

Blanket’s investment in CSR projects which are not directly related to the operation of the mine or the welfare of Blanket’s employees, the payments made to the Gwanda Community Share Ownership Trust (“GCSOT”) in terms of Blanket’s indigenisation, and payments of taxation and other non-taxation charges to the Zimbabwe Government and its agencies are set out in the table below.

 

Payments to the Community and the Zimbabwe Government
($’000’s)
Period   Year   CSR Investment   Payments to GCSOT   Payments to Zimbabwe Government (excl. royalties)   Royalties   Total
Year       2013       2,147       2,000       15,354       4,412       23,913  
Year       2014       35             12,319       3,522       15,876  
Year       2015       50             7,376       2,455       9,881  
Year       2016       12             10,637       2,923       13,572  
Year       2017       5             11,988       3,498       15,491  
Year       2018       4             10,140       3,426       13,570  
Year       2019       47             10,357       3,854       14,258  
Year       2020       1,689       184       12,526       5,007       19,406  
Year       2021       1,163       948       16,426       6,083       24,620  
Year       2022       888       1,200       12,060       7,124       21,272  
Year       2023       1,491       550       11,871       7,316       21,228  
Year       2024       1,291       1,425       11,948       9,081       23,745  
Q1       2025       305       375       9,104       2,700       12,484  

CSR initiatives fall under seven pillars of education, health, women empowerment and agriculture, environment, charity, youth empowerment and conservation.

 

The main CSR programme at Blanket relates to the refurbishment of the clinic (including the provision of solar power), the construction of the waiting mother’s shelter, the secondary schools, and the youth centre at Sitezi, which is located approximately 17km from Blanket. Activities in respect of these projects during the Quarter include:

 

The renovation of Sitezi Secondary School is now largely complete other than the administration block. Work completed includes the renovation of classrooms (including specialist facilities for science and computer science), provision of classroom furniture and equipment, the installation of solar power and the refurbishment of toilet facilities. The school was connected to the internet through a Starlink setup and coverage is being extended to cover all buildings on the site.

 

The clinic and waiting mothers’ shelter at Sitezi clinic is now complete and ready for handover. The work completed includes the installation of a solar plant and inverters to maintain cold chains for medical supplies and samples at the clinic and the provision of lighting and energy supply to the facility. Extension of power supply to staff cottages is underway.

 

Work on upgrading the Sabiwa Stadium to meet the requirements of the Zimbabwe Football Association for Division 1/Premier Soccer League stadia in the country is 98% complete. Work in the Quarter included the completion of four sportsperson’s and two official's changing rooms. The stadium, which had been used exclusively by Sabiwa High School, will cater for footballing activities for the entire local community.

 

24 student attachees benefited from work experience, each attachee receiving a living allowance during their attachment.

 

Blanket launched its first graduate trainee recruitment programme in the Quarter and 30 students were successfully placed out of more than 4,000 applications. 11 of the students are female and 10 are from the local Gwanda and surrounding community. 4 houses were renovated in the Quarter to accommodate some of the graduate trainees. Laptops and accessories were also acquired for the graduate trainees.

 

Blanket undertook road repairs of a section of the old Gwanda Road, which had been undercut by artisanal miners, posing danger of road collapse. Blanket also performed waste rock filling for Gwakwe, Mtshazo and Sibona roads which had become impassable due to the rains.

 

A $375,000 dividend was paid to GCSOT in the Quarter. GCSOT has a 10% shareholding in Blanket.

 

26


 

Further information on Blanket’s CSR activities is included in the annual ESG reports which are published on Caledonia’s website.

 

The increase in payments to the Zimbabwe government reflects an increase in corporate taxes, Pay-As-You-Earn taxes, Intermediate Monetary Transaction Tax and customs duties paid in the Quarter.

 

4.3. Gold Production - Blanket

 

A table showing quarterly gold production since the second quarter of 2023:

 

      Q2       Q3       Q4       Q1       Q2       Q3       Q4       Q1  
      2023       2023       2023       2024       2024       2024       2024       2025  
Gold Produced (oz)     17,436       21,772       20,172       17,050       20,773       18,992       19,841       18,671  

 

Gold production at Blanket for the Quarter was 9.5% higher than the comparable quarter. Gold production excludes approximately 1,500 ounces of gold contained in the ore stockpile at the end of the Quarter.

 

4.3.1 Mining Operations – Blanket

 

The table below shows tonnes broken and hoisted from Blanket in the Quarter and the preceding 7 quarters.

 

      Q2       Q3       Q4       Q1       Q2       Q3       Q4       Q1  
(Tonnes 000's)     2023       2023       2023       2024       2024       2024       2024       2025  
Broken ore     201.2       222.0       226.9       191.4       203.0       228.0       229.0       218.5  
Hoisted ore     180.6       200.1       203.8       158.1       198.3       202.3       213.5       211.3  

 

Tonnes broken and hoisted in the Quarter increased compared to the comparative quarter after the introduction of revised management structures in late 2024 which increased the direct supervision of underground mining, tramming and hoisting activities. Tramming activities also improved as result of a reduction in the downtime of tramming equipment and the better synchronization of tramming crews.

 

The improved rate of mining and hoisting in the Quarter exceeded milling capacity, which meant that at the end of the Quarter approximately 15,000 tonnes of ore were stockpiled on surface (Dec 31, 2024: 8,487 tonnes) representing approximately 6 days of target mill throughput. Management intends to maximise mine production to further build the ore stockpile to create a buffer to absorb unforeseen interruptions to mining activities and to allow milling to continue uninterrupted during scheduled engineering work on winders and shafts.

 

27


 

4.3.2 Milling Operations - Blanket

 

Blanket - Production Statistics
                     
      Year       Tonnes Milled
(t)
      Gold Head (Feed) Grade (g/t Au)      

Gold Recovery

(%)

      Gold Produced
(oz)
 
Year     2021       665,628       3.36       93.9       67,476  
Year     2022       752,033       3.56       93.8       80,775  
Q1     2023       170,721       3.11       93.8       16,036  
Q2     2023       179,087       3.22       94       17,436  
Q3     2023       208,902       3.46       93.7       21,772  
Q4     2023       211,730       3.17       93.6       20,172  
Year     2023       770,440       3.25       93.8       75,416  
Q1     2024       175,101       3.23       93.9       17,050  
Q2     2024       208,682       3.31       93.7       20,773  
Q3     2024       205,975       3.07       93.4       18,992  
Q4     2024       207,721       3.18       93.6       19,841  
Year     2024       797,479       3.20       93.6       76,656  
Q1     2025       201,755       3.09       93.6       18,671  
April     2025       63,381       3.42       93.7       6,530  

Gold production for the Quarter was 9.5% higher than the comparative quarter due to the higher tonnes milled, the benefit of which was partially offset by lower grade and lower recovery. Gold production in April was 6,530 ounces.

 

Tonnes milled in the Quarter equated to an average throughput of 99.7 tonnes per hour (tph), compared to the anticipated rate of 97.8 tph. Average milling throughput in April was 99.1 tph.

 

The grade for the Quarter was lower than target and necessitated the plant to use its sprint capacity to achieve target gold production. Grade was particularly low in January but improved towards the end of the Quarter, the grade achieved in March was 3.3g/t. The improvement in the grade continued in April, with a grade of 3.42g/t achieved.

 

4.4. Capital Projects - Blanket

 

The main capital projects are ongoing mine development to provide access to new mining areas and the completion of the new TSF.

 

On-mine capital development includes the infrastructure which will allow for three new production levels (26, 30 and 34 levels); a fourth level (38 level) is to be added in due course via a twin decline that commenced in February 2024. 5,301 meters of development were achieved in the Quarter against a plan of 5,096 meters.

 

The TSF is being built on a modular basis to spread the cost over a longer period, and to ensure that the first phase could receive material before the old TSF reached its full capacity. Work on the TSF commenced in March 2023, the first phase of the project was completed at the end of February 2024 and deposition on the new TSF commenced on October 30, 2024. All of Blanket’s tailings have been deposited on the new facility from the beginning of 2025. Work on the TSF was adversely affected in the Quarter due to very heavy rains in the early part of the Quarter and a delay in the receipt of lining materials. The delay is not expected to have any adverse effect on scheduled production.

 

Refer to section 4.9 for the 2025 capital expenditure.

 

28


 

4.5. Indigenisation

 

As set out in previous MD&As, transactions that implemented the indigenisation of Blanket (which expression in this section and in certain other sections throughout this MD&A refers to the Zimbabwe company that owns Blanket) were completed on September 5, 2012 following which Caledonia owned 49% of Blanket.

 

Following the appointment of President Mnangagwa in 2017, the requirement for gold mining companies to be indigenised was removed by a change in legislation with effect from March 2018. On November 6, 2018, the Company announced that it had entered into a sale agreement with Fremiro Investments (Private) Limited (“Fremiro”) to purchase Fremiro’s 15% shareholding in Blanket for a gross consideration of $16.7 million, which was to be settled through a combination of the cancellation of the loan between the two entities which stood at $11.5 million as at June 30, 2018 and the issue of 727,266 new shares in Caledonia at an issue price of $7.15 per share. This transaction was completed on January 20, 2020 following which Caledonia has a 64% shareholding in Blanket and Fremiro held approximately 6.3% of Caledonia’s enlarged issued share capital.

 

As a 64% shareholder, Caledonia receives 64% of Blanket’s dividends plus the repayment of vendor facilitation loans which were extended by Blanket to certain of the indigenous shareholders. The outstanding balance of the facilitation loans at March 31, 2025 was $10.3 million (December 31, 2024: $10.3 million). The facilitation loans (including interest thereon) are repaid by way of the sacrifice of most of the dividends from Blanket: 80% of the dividends declared by Blanket which are attributable to the beneficiaries of the facilitation loans are used to repay such loans and the remaining 20% unconditionally accrues to the respective indigenous shareholders. GCSOT, which holds 10% of Blanket, repaid all of its facilitation loan in September 2021, accordingly it now receives its entire entitlement to Blanket dividends without further deductions.

 

The facilitation loans are not shown as receivables in Caledonia’s financial statements in terms of IFRS. These loans are effectively equity instruments as their only means of repayment is via dividend distributions from Blanket. Caledonia continues to consolidate Blanket for accounting purposes. Further information on the accounting effects of indigenisation at Blanket is set out in note 5 to the Interim Financial Statements.

 

4.6. Bilboes

 

Sulphides feasibility study

 

The main objective at Bilboes is to construct a large, multiple open-pit operation to extract and process sulphide mineralisation. A feasibility study in respect of the Bilboes sulphide project was prepared by the previous owners which targeted mine and processing operations to produce an average of 168,000 ounces of gold per annum over a 10-year life of mine. Caledonia does not regard this previous study as a current feasibility study.

 

In June 2024, Caledonia announced a revised development plan for Bilboes in the form of a Preliminary Economic Analysis (“PEA”).

 

Caledonia has been progressing work on a new feasibility study for the Bilboes project, initially due for publication in the Quarter. While ongoing work confirms the project has attractive economics, several new developments plus higher indicated capital costs have prompted the Company to defer the finalisation of the feasibility study in order to undertake further work to allow for the evaluation of key, and certain new, factors that we expect could positively impact project economics. These include:

 

Engage with the authorities to explore the potential sale of concentrate to reduce up-front capital expenditure by removing the immediate need for a BIOX processing circuit;

 

Potential relocation of the TSF to a more suitable location, including considering a location on Caledonia’s Motapa property, immediately adjacent to Bilboes, which, due to the topography of the area, could reduce initial construction costs;

 

Incorporate Motapa into the Bilboes feasibility study, following the encouraging results announced in 2024 and in light of further exploration work being done this year;

 

Re-assess a smaller-scale development approach, taking into account both economic returns and deliverability; and

 

Explore near-term revenue opportunities across the portfolio.

 

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Caledonia remains committed to maximising Caledonia’s net present value per share: this means identifying the optimal balance between growth and equity dilution, having regard to an acceptable degree of debt funding. Funding solutions are being progressed in tandem with work on the new feasibility study. It is anticipated that funding will include elements of non-recourse project funding, mezzanine funding and loans against Caledonia’s other assets. Finalisation of funding structures will only be possible after publication of the feasibility study and the timing will be subject to the timing imposed by prospective funders.

 

4.7. Zimbabwe Commercial Environment

 

Monetary Conditions

 

The current situation in Zimbabwe can be summarised as follows:

 

Blanket produces doré gold that it is obliged to deliver to FGR, a subsidiary of the Mutapa Investment Fund (a sovereign wealth fund of the Zimbabwe state), which refines the gold to a purity of 99.5% on a toll-treatment basis. With effect from April 2023 and until February 6, 2025, 25% of the resultant gold was sold to FGR and the remaining 75% exported by Caledonia to a refiner of its choice outside Zimbabwe for final processing. During the Quarter, gold exports were sold to Al-Etihad Gold Refinery and Stonex Financial Limited. The sale proceeds for the gold sold via the offshore refiners are paid in US Dollars to Blanket’s commercial bankers in Zimbabwe within 48 hours of delivery. Management believes this sales mechanism reduces the risk associated with selling and receiving payment from a single refining source in Zimbabwe. It also creates the opportunity to use more competitive offshore refiners, and it may allow for the Company to raise debt funding secured against offshore gold sales. 25% of Blanket's gold is sold to FGR at a price that reflects the prevailing London Bullion Market Association price and the official ZiG/USD exchange rate on the date of sale. Payment is made by FGR to Blanket in ZiG (from April 5, 2024) within 14 days of the sale. FGR deducts a refining fee of 1.24% from the ZiG sale proceeds; FGR collects half of the 5% royalty which is payable to the Government of Zimbabwe in physical gold which is deducted from the amount exported and the balance is paid in USD and ZiG proportionately to the revenue split between USD and ZiG (as discussed further below).

 

On February 6, 2025, the RBZ issued a Monetary Policy Statement which, inter alia, included provision that with immediate effect exporters such as Blanket are required to “surrender” 30% of their export proceeds in return for ZiG. This means the arrangement outlined above has changed such that Blanket exports 70% of its gold production and sells the remaining 30% to FGR for ZiG-denominated consideration.

 

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The interbank RTGS$/USD and ZiG/USD exchange rates at each quarter end and at the latest practicable date prior to the publication of this MD&A are set out below.

 

Interbank Exchange Rates    
      (RTGS$:US$1)       (ZiG:US$1)  
December 31, 2023     6,104.72          
March 31, 2024     22,055.47          
April 5, 2024     30,674.32       13.56  
June 30, 2024             13.70  
July 31, 2024             13.79  
August 8, 2024             13.80  
September 30,2024             24.88  
December 31, 2024             25.80  
March 31, 2025             26.77  
April, 28 2025             26.81  

The interbank exchange rate was relatively stable during the Quarter.

 

Devaluation of the ZiG (RTGS$ replaced by the ZiG with effect from April 5, 2024) means that net monetary assets held in ZiG (previously RTGS$) will devalue in USD terms. In the ordinary course of its business, Caledonia has net ZiG-denominated assets comprising ZiG-denominated cash and receivables (primarily for the gold sold to FGR and VAT receivables) and ZiG liabilities (mainly comprising taxes payable). During the Quarter, Blanket incurred net realised foreign exchange losses of $0.7 million due to the devaluation of the ZiG. These losses adversely affected cash generated. To reduce the exposure to such losses, management has engaged in aggressive ZiG-denominated procurement to reduce its ZiG-denominated cash. This activity frequently results in Blanket making prepayments in respect of consumables and supplies denominated in ZiG, which also adversely affects cash generation. During the Quarter, Blanket participated to a greater extent in the “Willing-Buyer-Willing-Seller" foreign exchange market and realised conversions of $1.4m, which has seen an increase in liquidity.

 

ZiG cash balances at March 31, 2025 amounted to a USD equivalent of $1.6 million and $2.5 million at April 30, 2025.

 

Electricity supply

 

Blanket requires approximately 24MW of electricity to maintain all mining and processing operations.

 

Blanket obtains approximately 20% of its power requirements from a captive solar plant, which was owned by Caledonia’s subsidiary CMS at the end of the Quarter but was sold, through the sale of CMS, after the end of the Quarter. The solar plant was commissioned in March 2023 at a cost of approximately $14.2 million. In general, the solar plant has operated better than anticipated. The solar plant does not provide any power at night and output is severely restricted if there is anything other than unbroken sunshine. Solar output was adversely affected in the Quarter by an increased incidence of cloudy days due to the onset of the rainy season. In addition, during the Quarter, a component failure impaired the production capacity of the solar plant for 8 days, which coincided with a period of very poor performance due to overcast conditions. 6,613Gwh of power was provided by the solar plant in the Quarter.

 

In the ordinary course of events, the remainder of Blanket’s power is imported into Zimbabwe (mainly from Mozambique) and is “wheeled” through the Zimbabwe grid to Blanket. Due to the very poor condition of the grid - particularly in Blanket’s location – the grid power provided to Blanket is subject to frequent interruptions. In addition, power obtained through the grid is subject to frequent surges and dips in voltage which, if not controlled, cause severe damage to Blanket’s electrical equipment.

 

In recent years, Blanket has increased its diesel generating capacity to 18MW of installed capacity which was sufficient to maintain all operations and capital projects but only on a stand-by basis. Electricity produced by diesel generators costs approximately 45 cents/kWh compared to 12.8 cents/kWh for grid power.

 

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During the Quarter Blanket consumed 32.9GWh of power compared to a plan of 31.5GWh. The higher-than-expected consumption was due to higher hoisting and milling and unbudgeted loads which includes mine de-watering following exceptionally heavy rains in the Quarter.

 

The following initiatives have been implemented by Blanket to alleviate the power challenges:

 

2019: installed two 10MVA auto tap transformers on the Zimbabwe Electricity Supply Authority ("ZESA") supply line to protect equipment at No. 4 shaft and the main metallurgical plant from voltage fluctuations on the incoming grid supply (cost: $0.488m).

 

2019: two further 10MVA auto tap transformers were installed to protect equipment at Central shaft (cost: $0.488m).

 

Caledonia’s 12.2MWac solar plant was commissioned in early 2023 at a cost of $14.2 million and provides approximately 20% of Blanket’s average daily electricity demand.

 

In April 2023 Blanket entered into a power supply agreement with the Intensive Energy Users Group (“IEUG”) and the Zimbabwean power utility to allow the IEUG to obtain power outside of Zimbabwe and strengthen the Zimbabwean power grid. As a result of this arrangement, Blanket has paid a lower tariff for energy supplied by IEUG but, as noted above, it has not improved the power quality received at Blanket.

 

In November 2024 power factor correction equipment was installed at a cost of $1.5 million. In the long term this equipment is expected to reduce diesel consumption, although, as noted above, due to the other difficulties with power supply in late 2024, diesel consumption was higher than usual to compensate for poor supply from the solar plant and from the grid. The power factor correction equipment has reduced penalty charges incurred by ZESA, and has so far resulted in savings of approximately $75,000 per month.

 

In addition to the above, the capital budget for 2025 includes provision to re-configure the Central shaft winder so that it uses less power: the capital cost of this exercise is approximately $2.4 million with an anticipated saving of approximately $1.2 million per annum. Investigations are underway to reduce Blanket's overall electricity consumption by using the available shafts and machinery more efficiently. Management is also evaluating other options to improve the overall quality of Blanket’s power supply to enhance operational resilience and reduce costs.

 

Water supply

 

Blanket uses water in the metallurgical process. Blanket is situated in a semi-arid region and rainfall typically only occurs in the period November to February. The 2024/2025 rainy season was better than usual; accordingly, management does not expect any shortage of water for the remainder of 2025. Nevertheless, initiatives are under way to reduce water consumption.

 

Taxation

 

The main elements of the Zimbabwe tax regime insofar as it affects Blanket and Caledonia are as follows:

 

A royalty is levied on gold revenues at a rate of 5%.

 

Income tax is levied at 25.75% (2024: 25.75%) on taxable income as adjusted for tax deductions in the tax year. The main adjustments to taxable income for the purposes of calculating tax are the add-back of depreciation and most of the management fees paid by Blanket to CMSA. There is a deduction of 100% of all capital expenditure incurred in the year of assessment. As noted above, the royalty is deductible for income tax purposes. The calculation of taxable income is performed using financial accounts prepared in USD and split between USD and ZiG (before April 5, 2024, the RTGS$) based on the currency in which the transactions are denominated.

 

Withholding tax is levied on certain remittances from Zimbabwe i.e. dividend payments from Zimbabwe to the UK and payments of management fees from Blanket to CMSA.

 

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4.8. Solar plant

 

As noted in section 4.7, Blanket suffers from unstable grid power and power outages. In 2020, the Company raised $13 million (before commission and expenses) to fund the construction of a 12.2MWac solar plant through the sale of 597,963 shares at an average price of $21.74 per share. The solar plant was fully commissioned in early February 2023 at a construction cost of $14.3 million; the plant provides approximately 20% of Blanket’s total electricity requirement.

 

In December 2022, the Board approved a proposal for CMS (which owns the solar plant) to issue bonds up to a value of $12.0 million in the form of loan notes (the “bonds”). The decision was taken to optimise the capital structure of the Group and provide additional debt instruments to the Zimbabwean financial market. The bonds have an interest rate of 9.5% payable bi-annually and have a tenor of 3 years from the date of issue. The bond repayments are guaranteed by the Company and up to the date of this MD&A $11.5 million of bonds have been issued to Zimbabwean commercial entities. In anticipation of the sale of the solar plant and in the interest of maintaining an ongoing relationship with Zimbabwean institutional debt providers, the bonds were transferred to CHZ so that CHZ is now the issuer of the bonds.

 

Due to the unique operating environment in Zimbabwe and Caledonia’s significant in-country expertise, Caledonia opted to build the solar plant using its own resources rather than relying on an external party to build and own the solar plant. As the solar plant is now fully commissioned and is working as planned, Caledonia no longer needs to own the solar plant, provided it retains long term access to the power it produces. After a structured sale process, Caledonia concluded the sale of the solar plant to CBE just after the end of the Quarter for a gross consideration of $22.35 million. The new owners will continue to exclusively supply Blanket with electricity from the plant. This transaction realised a profit on Caledonia's investment in the plant. The proceeds of the sale will be retained by the Company for reinvestment in Caledonia’s core business of gold mining that should yield higher returns to our shareholders.

 

4.9. Opportunities and Outlook

 

Production and cost guidance

 

Blanket production guidance for 2025 is 74,000 to 78,000 ounces of gold. This reflects the current mine scheduling, which anticipates that Blanket will continue to mine lower-grade areas.

 

Blanket on-mine cost per ounce is forecast at $1,050 - $1,150 (up from $950 to $1,050 per ounce in 2024), while AISC per ounce is expected to be in the range of $1,690 - $1,790 (up from $1,450 to $1,550 per ounce in 2024). Management is confident that Blanket will achieve its on-mine cost per ounce and AISC per ounce guidance for 2025. Cost guidance for 2025 reflects higher labour, HR and IT expenses and increased sustaining capital expenditure. Increased expenditure in these areas is part of the ongoing modernisation of the business, building a foundation for the extended operating life at Blanket, growth arising from Bilboes and Motapa, and future profitability through cost reductions. The 2025 on-mine cost per ounce includes $20 per ounce of ESG cost.

 

Capital expenditure

 

The 2025 capital expenditure programme totals $41.0 million, with $34.1 million allocated to Blanket and $5.8 million at Bilboes and Motapa. These investments aim to modernise operations and improve mining efficiency at Blanket. While there will be short-term cost pressures, the long-term goal is to reduce costs, improve profitability, and ensure the continued success of Blanket over its recently increased life of mine. All expenditure will be funded from cash generation and cash reserves with no anticipated impact on the dividend.

 

Key projects include:

 

Blanket development: $6.6 million to carry out planned development of 4,663 meters including an additional 590 meters to improve flexibility and access higher grade areas from the previously reported life of mine plan.

 

Efficiency improvements: $3.4 million for energy-saving initiatives at Blanket.

 

Operational resilience: $4.8 million to complete the TSF and $0.7 million for IT upgrades as the business continues to modernise its systems and processes.

 

Exploration and project development: $5.8 million towards exploration at Motapa, building on encouraging results in 2024 and to complete the feasibility study at Bilboes.

 

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Caledonia Group 2025 Capital Expenditure Forecast
  $'million    
Capital development 6.6   4,663 meters of planned capital development includes an additional 590 meters to improve flexibility and access higher grade areas.
Milling 6.8   Includes $4.8m on Phase 2 of the new TSF and $1.6m to improve metallurgical plant controls.
Engineering 11.0   Includes conversion of Central shaft winder from AC to DC operation at a cost of $2.4m (expected to realise annual power savings of $1.2m from 2026); and $1m to identify an energy solution at Blanket to improve resilience and reduce costs due to the continued deterioration of the grid.
Mineral resource management 1.8   Exploration drilling at Blanket.
IT infrastructure 1.1   New software to improve mine planning; installation of a clocking system to enhance labour efficiency.
Safety, health and environment 2.5   Includes $0.9m to improve underground ventilation.
Mining and other capital equipment 1.4   Includes acquisition of locomotives and granby cars to improve tramming.
Rollovers from 2024 *2.9   Capital items from the 2024 budget rolled over to 2025.
Total Blanket 34.1    
Motapa drilling 2.8   Following encouraging results from the 2024 exploration campaign, 2025 exploration will focus on the Mpudzi and Motapa North target areas.
Bilboes 3.0   Further work to complete the feasibility study.
Other 1.1   Group IT and license renewals.
Total Group 41.0    

*The roll-overs were revised to $2.9 million from the published $3.7 million in the Company’s announcement on January 14, 2025.

 

The 2026 and 2027 capital expenditure at Blanket is expected to be $22 million and $27.2 million respectively. The capital expenditure in these years includes expenditure to increase capital development to increase production flexibility that should result in more consistent grades and increase the stock-pile over time. It also includes an on-surface conveyor belt that is expected to reduce ore handling cost and IT and drilling equipment that is planned to improve decision making and availability of information as well as reduced exploration cost in the future. Additional raise bore holes and ventilation are planned to improve safety underground in these years.

 

Further expenditure at Bilboes and Motapa will depend on the strategic prioritisation of the uses of cash and the outcome of further work in 2025 on the feasibility study and exploration respectively.

 

Dividend

 

Caledonia has paid a quarterly dividend since 2012. Dividends were typically declared and paid in January, April, July and October of each year. To streamline the administration relating to board processes, dividends are now expected to be declared at the same time as the publication of quarterly results i.e. in the middle of March, May, August, and November. Payment of the dividends will be subject to the usual regulatory and administrative procedures i.e. approximately four weeks after the dividend has been declared.

 

This change noted above relates only to the timing of future dividends; this change does not denote any change in the Company's dividend policy.

 

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The Board will consider the continuation of the dividend as appropriate in line with other investment opportunities and its prudent approach to risk management including with regard to Blanket maintaining a reasonable level of production; receiving payment in full and on-time for all gold sales; being able to make the necessary local and international payments and being able to replenish its supplies of consumables and other items.

 

Strategy

 

The immediate strategic focus is to:

 

maintain production at Blanket at the targeted range of 74,000 to 78,000 ounces of gold for 2025 and at a similar level for 2026, whilst modernising operations and improving mining and operational cost efficiencies;

 

Engage in further exploration at Blanket with the objectives to upgrade existing inferred mineral resources to measured and indicated mineral resources so that Blanket’s life of mine may be extended and to commence exploration on other target areas on Blanket’s lease area which are outside the current mine footprint;

 

complete the new feasibility study on the Bilboes sulphide project, continue to evaluate funding solutions, raise funding and commence development of the sulphide project; and

 

continue with exploration activities at Motapa with a view to identifying sulphide and oxide mineral resources. Any sulphide mineral resources would eventually be treated as part of the Bilboes sulphide project; oxide mineral resources may create short term, relatively short-life revenue opportunities.

 

5. EXPLORATION

 

Caledonia’s exploration activities are focused on Blanket and Motapa.

 

Blanket

 

Deep exploration drilling continues at Blanket primarily targeting the down dip continuations of the Eroica, Blanket and AR South mineralised zones. In addition to these zones, drilling has been planned to commence on the down-dip continuation of the Lima mineralised zone.

 

Results of the drilling program continue to be highly encouraging for the continuation of the mineralised zone to 34 level and beyond with intersected grades and widths generally higher than included in the life of mine plan. Further results from the deep drilling at Blanket are anticipated to be published during the second quarter of 2025. The drilling could potentially upgrade confidence in the mineral resource classification from inferred to indicated mineral resources. Deeper drilling serves to increase the delineation of the mineralised zones thereby potentially increasing the inferred mineral resource base.

 

Blanket has commenced a surface exploration project within the area held under the Blanket mining lease. The program is targeting the Banded Iron Formation (“BIF”) which strikes in a north-westerly direction and has been exploited at the nearby Vumbachikwe and Sabiwa gold mines. The BIF extends from the southern boundary of the Blanket lease area through to the northern boundary and beyond.

 

Initial work comprised Induced Polarisation (“IP”) and Ground Magnetic (“GM”) surveys over a selected area. These surveys delineated anomalous zones over a 600-metre strike length which subsequent surface reconnaissance mapping and pitting has shown to be quartz filled shear zones hosted within the BIF.

 

Planned activities for 2025 include:

 

•      Surface trenching at 50 metres spacing over the strike length of 600 metres.

 

•      Reverse Circulation (“RC”) drilling focused on defining the potential of shallow oxide mineral resources.

 

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Motapa

 

$2.8 million has been allocated to the 2025 work program at Motapa which targets four main areas/projects:

 

Motapa North: sulphide resource delineation. The historic oxide open pits at Motapa North (Pluvius 1-5, Boomgate, Jupiter and Shawl) are located approximately 250 meters south of the shared Bilboes/Motapa boundary and a few hundred meters further from the planned metallurgical facility at Bilboes. The 2024 drilling campaign identified grades of up to 6.36g/t1. The focus of further exploration in 2025 is to define a sulphide open pit mineral resource in the near-term along the 2,750-meter strike length with drill section lines planned at a 25-meter spacing.

 

Motapa Spent Heap Leach. Evaluation to assess whether larger particles (up to 150mm in size) on the old heap leach pad may not have been fully leached; if any remaining gold could be recovered by re-crushing to expose un-leached surfaces; and whether re-leaching is commercially viable.

 

Mpudzi near-surface oxides. The Mpudzi section, located in the Motapa Central area, has no historical open pits; exploration drilling in 2024 encountered shallow, high-grade oxide mineralisation up to 10.95 g/t1 with deeper drill holes showing the continuation of these zones at depth. Exploration in 2025 will target defining a near-term oxide mineral resource which may be amenable to leaching at the nearby Bilboes leach pad and continue to delineate the deeper sulphide zones.

 

Motapa South. Limited exploration took place at Motapa South in 2024 as efforts were focused on the north and central areas because of their proximity to Bilboes. However, a potential oxide zone, which has no historical open pits, has recently been delineated through trenching activities and the 2025 exploration campaign includes fast-track infill trenches and shallow drilling on this zone.

 

Exploration activities at Motapa re-started in the Quarter following a suspension of activity during the wet season during which exploration activity is difficult.

 

1. Full results of the 2024 drilling campaign are set out in the announcement dated November 11, 2024

 

6. INVESTING

 

An analysis of investments is set out below.

 

($’000’s)     2022       2023       2024       2025  
      Year       Year       Year       Q1  
Property, plant and equipment                                
Blanket     34,267       28,240       27,109       6,515  
Solar     12,198       163              
Other     967       1,203       472       15  
Total investment – property, plant and equipment     47,432       29,606       27,581       6,530  
                                 
Exploration and evaluation assets                                
Bilboes           73,375       1,327       839  
Connemara North     4                    
Maligreen     1,430       372       35       30  
Motapa     7,844       2,748       1,641       355  
Other Satellite properties     120             50.8        
Total investment – exploration and evaluation assets     9,398       76,693       3,054       1,224  

The acquisition of property, plant and equipment relates to the investment at Blanket as discussed further in section 4.4; the investment in exploration and evaluation assets related to the feasibility study work performed at Bilboes of $0.8 million (2024: $1.3 million), exploration work at Motapa of $0.4 million (2024: $1.6 million) and Maligreen of $30,000 (2024: $35,000) during the Quarter.

 

Investment in property, plant and equipment at Blanket is discussed in section 4.9 of this MD&A; investment in exploration and evaluation assets is as set out in section 5.

 

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7. LIQUIDITY AND CAPITAL RESOURCES

 

An analysis of Caledonia’s capital resources is set out below.

 

Liquidity and Capital Resources                            
($’000’s)                                                
      Dec 31       Mar 31       Jun 30       Sep 30,       Dec 31       Mar 31  
As at     2023       2024       2024       2024       2024       2025  
Net cash and cash equivalents     (11,032 )     (14,160 )     (1,366 )     (7,635 )     (8,668 )     (4,572 )
Net working capital     14,096       9,320       21,511       18,368       15,923       23,460  

Movements in Caledonia’s net cash, overdraft and working capital and an analysis of the sources and uses of Caledonia’s cash are discussed in section 3 of this MD&A. The overdraft and term facilities are held by Blanket with Zimbabwean banks with security and repayment periods as detailed in section 3.3.5. The Group’s liquid assets as at March 31, 2025 plus anticipated cash flows exceeded its planned and foreseeable commitments as set out in section 8.

 

8. OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES

 

There are no off-balance sheet arrangements apart from the facilitation loans which are not reflected as loans receivable for IFRS purposes (refer to note 5 of the Interim Financial Statements). The Company had the following contractual obligations at March 31, 2025:

 

Payments due by period                        
($’000’s)                        
Falling due   Within 1 year   1-3 Years   4-5 Years   After 5 Years     Total  
Trade and other payables     28,222                         28,222  
Provisions     24       498       313       9,750       10,585  
Capital expenditure commitments     5,051                         5,051  
Loans and borrowings     1,455       1,219                   2,674  
Lease liabilities     140       194                   334  
Cash-settled share-based payments     674       628                   1,302  
Loan notes (bonds)     1,093       10,460                   11,553  

These amounts do not include interest accrued on March 31, 2025.

 

The capital expenditure commitments relate to materials and equipment which have been ordered by CMSA and which will be sold to Blanket.

 

Other than the proposed investment in the exploration properties, the committed and uncommitted investment will be used to maintain Blanket’s existing operations and implement the final development relating to the Central shaft and the further stages of the new TSF as discussed in section 4.4 of this MD&A.

 

Committed and uncommitted purchase obligations are expected to be met from the cash generated from Blanket’s existing operations and Blanket’s existing borrowing facilities. The Group leases property for its administrative offices in Jersey, Harare, Bulawayo and Johannesburg; following the implementation of IFRS 16 the Group recognises the liabilities for these leases. As of March 31, 2025, the Group had liabilities for rehabilitation work on Blanket – if the mine is permanently closed – at an estimated discounted cost of $6.1 million (March 31, 2024: $5.3 million), Motapa’s undiscounted liability amounted to $0.6 million (March 31, 2024: $0.9 million), Maligreen’s undiscounted liability amounted to $0.3 million (March 31, 2024: $0.3 million), and Bilboes’ undiscounted liability amounted to $3.6 million (March 31, 2024: $3.5 million).

 

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9. ADJUSTED EARNINGS PER SHARE

 

“Adjusted earnings per share” is a non-IFRS measure which management believes assists investors to understand the Company’s underlying performance. The table below reconciles “adjusted earnings per share” to the profit/loss attributable to owners of the Company shown in the financial statements which have been prepared under IFRS. Adjusted earnings per share is calculated by deducting payments to Blanket Employee Trust Services (Private) Limited (“BETS”) (the company that owns 10% of Blanket’s shares on behalf of an employee trust), foreign exchange gains and losses, impairments, deferred tax and inventory write-downs from the profit attributable to the owners of the Company.

 

Reconciliation of Adjusted earnings (loss) per share (“Adjusted EPS”) to IFRS Profit attributable to owners of the Company
($’000’s, unless otherwise indicated)
    3 months ended
Mar 31
      2025      

2024

*Restated

 
Profit for the period (IFRS)     11,163       2,074  
Non-controlling interest share of loss for the period     (2,248 )     (587 )
Profit (loss) attributable to owners of the Company     8,915       1,487  
BETS adjustment     (341 )     (89 )
Earnings (IFRS)     8,574       1,398  
Weighted average shares in issue (thousands)     19,215       19,194  
IFRS EPS (cents)     44.6       7.3  
Add back (deduct) amounts in respect of foreign exchange movements                
Realised net foreign exchange losses     5       (109 )
Unrealised net foreign exchange gains     252       254  
Adjusted IFRS profit excl. foreign exchange     8,831       1,543  
Weighted average shares in issue (thousands)     19,215       19,194  
Adjusted IFRS EPS excl. foreign exchange (cents)     46.0       8.0  
                 
Add back (deduct) amounts in respect of:                
Reversal of BETS adjustment     341       89  
Payout costs     761        
Tax on Payout costs     (204 )      
Deferred tax     (62 )     (80 )
Non-controlling interest portion of deferred tax and impairment     (27 )     (1 )
Fair value losses on derivative financial instruments     1,592       302  
Adjusted profit     11,232       1,853  
Weighted average shares in issue (thousands)     19,215       19,194  
Adjusted EPS (cents)@     58.5       9.7  

@ Restated - exchange losses and gains on the ZiG have been retrospectively included in Adjusted EPS due to the recurring nature of these losses.

 

* Refer to section 11 and section 12.

38


 

10. RELATED PARTY TRANSACTIONS

 

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors and executive officers of the Company. The amounts paid by the Company for the services provided by key management personnel who are related parties have been determined by negotiation among the parties and are reviewed and approved by the Company’s board. These transactions are in the normal course of operation.

 

The Company has extended the consultancy agreement with Mr. Curtis, a former director of the Company and Chief Executive Officer, until December 31, 2025 with a monthly fee of $12,500. During the Quarter, the Company expensed $37,500 (2024: $37,500) in advisory service fees to Mr. Curtis.

 

$7,500 rent was paid to Fulbon Investments (Pvt) Limited in the Quarter, of which Mr. Gapare is a director, which supplied office accommodation to CHZ.

 

The company has entered into a consultancy agreement with Mr. Goodburn, the former Chief Financial Officer of the Company from April 1, 2025 until September 30, 2025 for a monthly fee of $20,000.

 

11. RESTATEMENT OF COMPARATIVE INFORMATION

 

In preparation of the consolidated financial statements for the year ended December 31, 2024, an error was identified in the accounting interpretation related to the calculation of deferred tax liabilities at Blanket. The non-cash restatement does not affect income tax calculations or submissions.

 

In October 2018, the RTGS$ was introduced in Zimbabwe at 1:1 to the USD. The RTGS$ was deemed the only legal tender in Zimbabwe, and all liabilities held previously were to be denominated in RTGS$. In 2019, Practice Note 26 (as described in note 3.1.5 of the consolidated financial statements) required all income tax returns to be calculated in RTGS$ for transactions occurring prior to introducing the multi-currency regime in 2023.

 

Blanket’s deferred tax liabilities were incorrectly calculated in RTGS$ and accounted for as a monetary item where RTGS$ deferred tax temporary differences were translated to the USD functional currency. Gains related to the devaluation of the deferred tax liabilities were realised in profit or loss. Transactions from 2019 to 2022 affected the deferred tax liability calculation and continued to be denominated in RTGS$ in accordance with the legislated tax regime after the multi-currency regime was introduced. The accounting for the deferred tax liabilities in RTGS$ with the translation to USD remained consistent in all previous Interim Financial Statements, yet the carrying value of the deferred tax liabilities should have been denominated in USD rather than RTGS$. The error, stemming from January 1, 2019, was corrected from the earliest period presented in the consolidated financial statements, as presented in the table below.

 

Consolidated statements of profit or loss and other comprehensive income
($'000's)   March 31, 2024 March 31, 2023
    As previously reported   Adjustment   As restated   As previously reported   Adjustment   As restated
Net foreign exchange (loss) profit     (4,139 )     (743 )     (4,882 )     1,533       (1,497 )     36  
Tax expense     (2,530 )           (2,530 )     (3,502 )     1,122       (2,380 )
Profit (loss) for the year     2,817       (743 )     2,074       (4,270 )     (375 )     (4,645 )
Total comprehensive income for the year     2,673       (743 )     1,930       (4,639 )     (375 )     (5,014 )
Non-controlling interests     686       (98 )     588       760       (49 )     711  
Basic (loss) earnings per share ($)     0.1       (0.03 )     0.07       (0.3 )     (0.02 )     (0.32 )
Diluted (loss) earnings per share ($)     0.1       (0.03 )     0.07       (0.3 )     (0.02 )     (0.32 )

 

39


 

Consolidated statements of financial position ($’000’s)   January 1, 2024
    As previously reported   Adjustment   As restated
Retained loss     (63,172 )     (33,971 )     (97,143 )
Non-controlling interests     24,477       (6,021 )     18,456  
Deferred tax liabilities     6,131       39,992       46,123  

 

12. INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

12.1 Disclosure Controls and Procedures

 

Management, under the supervision of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) designed disclosure controls and procedures (“DC&P”) to provide reasonable assurance that:

 

· material information relating to the Company is made known to them by others, particularly during the period in which filings are being prepared; and

 

· information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarised and reported within the periods specified.

 

Management has evaluated the effectiveness of the Company’s DC&P as defined in National Instrument 52-109 - Certification of Disclosure in Issuer's Annual and Interim Filings for the period January 1, 2019 to December 31, 2024. As a result of this evaluation, the Company’s CEO and CFO concluded that the Company’s DC&P were not effective during these years. The design and operation of the Company’s DC&P were, therefore, not effective and did not provide reasonable assurance that all material information relating to the Company was reported due to the deferred tax liability error identified as described in section 10.

 

Identified material weaknesses

 

A material weakness is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

In preparation of the consolidated financial statements for the year to December 31, 2024, management identified the prior period error as described in section 10 and determined that the restatement of financial information presented was necessary. Management has determined that the control over accounting for deferred tax liabilities did not operate effectively and constitutes a material weakness and requires remediation.

 

Status of the remediation plan

 

An appropriate IFRS review was not performed on deferred tax related to temporary differences for assets acquired from 2019 to 2022 at Blanket affecting reporting periods from January 1, 2019 to December 31, 2024. Although the calculation was reviewed and the IFRS interpretations were formed after consultation, the IFRS concepts applied were incorrect and not reconsidered in subsequent years up to the completion of the December 31, 2024 year-end. No amendments were made to IAS 12 from 2019 that would have resulted in the interpretation being reconsidered. Going forward, management plans to reconsider critical accounting interpretations every 3 years.

 

Should these remedial measures be insufficient to address the material weakness described above, or additional deficiencies arise in the future, material misstatements in our interim or annual financial statements may occur in the future.

 

40


 

12.2 Changes in internal control over financial reporting

 

Except for the material weakness identified due to the deferred tax liabilities described above, there have been no changes in the Company’s ICFR that have materially affected or are reasonably likely to materially affect the Company’s ICFR during the period January 1, 2019 to March 31, 2025.

 

12.3 Limitation of DC&P and ICFR

 

All control systems contain inherent limitations, regardless of how well they are designed. As a result, management acknowledges that its ICFR will not prevent or detect all misstatements due to error or fraud. In addition, management’s evaluation of controls can provide only reasonable, not absolute, assurance that all control issues that may result in material misstatements, if any, have been detected.

 

13. CRITICAL ACCOUNTING ESTIMATES

 

Caledonia’s accounting policies are set out in the Interim Financial Statements which have been publicly filed on SEDAR+. In preparing the Interim Financial Statements, management is required to make estimates and assumptions that affect the amounts represented in the Interim Financial Statements and related disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Discussion of recently issued accounting pronouncements is set out in note 4 of the annual consolidated financial statements for the year ended December 31, 2024. Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the Interim Financial Statements is included in the following notes:

 

13.1. Site restoration provisions

 

The site restoration provision has been calculated for Blanket, Motapa, Maligreen and Bilboes based on an independent analysis of the rehabilitation costs as performed in 2023. For properties in the development phase the restoration costs are recognised at the current estimated cost of restoration undiscounted. For properties in the production phase assumptions and estimates are made when determining the inflationary effect on current restoration costs and the discount rate to be applied in arriving at the present value of the provision where the time value of money effect is significant. Assumptions, based on the current economic environment, have been made that management believes are a reasonable basis for estimating the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination estimates, restoration standards, and techniques will result in changes to the provision from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation. The final cost of the currently recognised site rehabilitation provision may be higher or lower than currently provided for.

 

13.2. Exploration and evaluation (“E&E”) expenditure

 

Exploration and evaluation assets are tested for impairment before the assets are transferred to mine development, infrastructure and other assets or when an indicator of impairment is identified. Exploration and evaluations assets are not depreciated.

 

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

 

41


 

13.3. Income taxes

 

Significant estimates and assumptions are required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Caledonia records its best estimate of the tax liability including any related interest and penalties in the current tax provision. In addition, Caledonia applies judgement in recognising deferred tax assets relating to tax losses carried forward to the extent that there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilised or sufficient estimated taxable income against which the losses can be utilised.

 

13.4. Impairment

 

At each reporting date, Caledonia determines if impairment indicators exist and, if present, performs an impairment review of the non-financial assets held in Caledonia. The exercise is subject to various judgmental decisions and estimates. Financial assets are also reviewed regularly for impairment.

 

13.5. Depreciation

 

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

 

13.6. Mineral reserves and resources

 

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

 

The Group estimates its mineral reserves (proven and probable) and mineral resources (measured, indicated and inferred) based on information compiled by a qualified person principally in terms of Canadian Securities Administrators’ National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the United States Securities and Exchange Commission’s Subpart 1300 of Regulation S-K (“Subpart 1300”) relating to geological and technical data of the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires geological and engineering assumptions to interpret the data. These assumptions include:

 

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

 

42


 

The Group estimates and reports reserves and resources principally in accordance with Subpart 1300 and NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards for Mineral Resources and Mineral Reserves. Complying with the CIM code, NI 43-101 requires the use of reasonable assumptions to calculate the recoverable resources. These assumptions include:

 

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

 

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

 

asset carrying values may be affected due to changes in the estimated cash flows;

 

depreciation and amortisation charges to profit or loss may change as these are calculated on the unit-of-production method or where useful lives of an asset change; and

 

decommissioning, site restoration and environmental provisions may change in ore reserves and resources which may affect expectations about the timing or cost of these activities.

 

14. FINANCIAL INSTRUMENTS

 

14.1. Commodity risk

 

From December 2022 the Company had the following put options to hedge the gold price risk:

 

Purchase date   Ounces hedged   Strike price   Period of hedge
December 22, 2022   16,672 oz     1,750     December 2022 to May 2023
May 22, 2023   28,000 oz     1,900     June to December 2023
December 19, 2023   12,000 oz     1,950     January to March 2024
March 7, 2024   12,000 oz     2,050     April to June 2024
April 10, 2024   12,000 oz     2,100     July to September 2024
October 4, 2024   12,000 oz     2,600     October to December 2024
February 3, 2025   43,439 oz     2,600     February to December 2025

The put options were entered into to protect the Company against gold prices lower than the strike price over the period hedged. The options are “out-of-the-money" put options which lock in a minimum price over the number of ounces that are subject to the hedge for an initial option price. These arrangements carry no further financial obligations, such as margin calls.

 

14.2. Credit risk

 

The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The trade receivable predominantly relates to gold bullion sold before the end of the Quarter and VAT receivables. The amount due in respect of bullion sales was settled shortly after year end.

 

14.3. Liquidity risk

 

All trade payables and the bank overdrafts have maturity dates that are repayable as set out in section 3 and section 7.

 

43


 

14.4. Currency risk

 

A proportion of Caledonia’s assets, financial instruments and transactions are denominated in currencies other than the US Dollar. The financial results and financial position of Caledonia are reported in US Dollars in the Interim Financial Statements.

 

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

 

As discussed in section 4.7 of this MD&A, the ZiG is subject to variations in the exchange rate against the US Dollar. This may result in Blanket’s assets, liabilities and transactions that are denominated in ZiG being subject to further fluctuations in the exchange rate between ZiG and US Dollars. In addition, the Company may be subject to fluctuations in the exchange rate between the South African Rand and the US Dollar in respect of cash that is held in Rands in South Africa.

 

14.5. Interest rate risk

 

Interest rate risk is the risk borne by an interest-bearing asset or liability due to fluctuations in interest rates. Unless otherwise noted, it is the opinion of management that Caledonia is not exposed to significant interest rate risk as it has limited debt financing. Caledonia’s cash and cash equivalents include highly liquid investments that earn interest at market rates. Caledonia’s policy focuses on preservation of capital and limits the investing of excess funds to liquid term deposits in high credit quality financial institutions.

 

15. SECURITIES OUTSTANDING

 

At May 11, 2025, being the last day practicable prior to the publication of this MD&A, Caledonia had 19,294,784 common shares issued and the following outstanding options to purchase common shares (“Options”) granted in equal amounts to each of the employees of a PR consultancy to the Company 3PPB LLC being P Chidley and P Durham:

 

Name of option holder   Number of Options   Exercise Price   Expiry Date
P Chidley     5,000     USD 9.49   30-Sep-29
P Durham     5,000     USD 9.49   30-Sep-29
      10,000          

The OEICP allows that the number of shares reserved for issuance to participants under the OEICP, together with shares reserved for issue under any other share compensation arrangements of the Company, shall not exceed the number which represents 10% of the issued and outstanding shares from time to time.

 

16. RISK ANALYSIS

 

The business of Caledonia is subject to significant risk due to the nature of mining, exploration and development activities. Caledonia’s business is subject to significant additional risks due to the jurisdictions in which it operates. Refer to the Annual Report on Form 20-F for 2024, which was published on the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system by May 15, 2025 and which is also available on SEDAR+, for a comprehensive discussion of the risk factors and how management seeks to mitigate the risks where this is possible.

 

44


 

17. FORWARD LOOKING STATEMENTS

 

Information and statements contained in this MD&A that are not historical facts are “forward-looking information” within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited to, Caledonia’s current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “target”, “intend”, “estimate”, “could”, “should”, “may” and “will” or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward-looking information in this MD&A include: implementation schedules for, and other uncertainties inherent in, the Central shaft project; production guidance; estimates of future/targeted production rates; planned mill capacity increases; estimates of future metallurgical recovery rates and the ability to maintain high metallurgical recovery rates; timing of commencement of operations; plans and timing regarding further exploration, drilling and development; the prospective nature of exploration and development targets; the ability to upgrade and convert mineral resources to mineral reserves; capital and operating costs; our intentions with respect to financial position and third party financing; future dividend payments; and the proposed sale of the solar plant. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to: failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, success of future exploration and drilling programs, reliability of drilling, sampling and assay data, assumptions regarding the representativeness of mineralisation being inaccurate, success of planned metallurgical test-work, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in government regulations, legislation and rates of taxation, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors.

 

Security holders, potential security holders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such factors include, but are not limited to: risks relating to estimates of mineral reserves and mineral resources proving to be inaccurate, fluctuations in gold price and payment terms for gold sold to FGR, risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, power outages, fire, explosions, landslides, cave-ins and flooding), risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business, inadequate insurance, or inability to obtain insurance, to cover these risks and hazards, employee relations, relationships with and claims by local communities and indigenous populations, political risk, risks related to natural disasters, terrorism, civil unrest, public health concerns (including health epidemics or outbreaks of communicable diseases such as the coronavirus (COVID-19)), availability and increasing costs associated with mining inputs and labour, the speculative nature of mineral exploration and development, including the risks of obtaining or maintaining necessary licenses and permits, diminishing quantities or grades of mineral reserves as mining occurs, global financial condition, the actual results of current exploration activities, changes to conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors, risks of increased capital and operating costs, environmental, safety or regulatory risks, expropriation, the Company’s title to properties including ownership thereof, increased competition in the mining industry for properties, equipment, qualified personnel and their costs, risks relating to the uncertainty of timing of events including targeted production rate increase and currency fluctuations. Security holders, potential security holders and prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Caledonia reviews forward-looking information for the purposes of preparing each MD&A; however, Caledonia undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

 

45


 

18. QUALIFIED PERSON

 

Mr. Craig Harvey (NHD Economic Geology, MGSSA, MAIG) is the Company’s qualified person as defined by Subpart 1300 and NI 43-101. Mr. Harvey is responsible for the technical information provided in this MD&A except where otherwise stated. Mr. Harvey has reviewed the scientific and technical information included in this document and has approved the disclosure of this information for the purposes of this MD&A.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46

 

 

EX-99.3 4 exh_993.htm EXHIBIT 99.3

Exhibit 99.3

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

 

I, John Mark Learmonth, Chief Executive Officer of Caledonia Mining Corporation Plc, certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Caledonia Mining Corporation (the “issuer”) for the quarter ended March 31, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 


 

5.2 N/A

 

5.3 N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: May 10, 2025

 

/s/ J Learmonth                    

John Mark Learmonth

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.4 5 exh_994.htm EXHIBIT 99.4

Exhibit 99.4

 

Form 52-109F2

Certification of Interim Filings

Full Certificate

 

I, Ross Ian Jerrard, Chief Financial Officer of Caledonia Mining Corporation Plc, certify the following:

 

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Caledonia Mining Corporation (the “issuer”) for the quarter ended March 31, 2025.

 

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

4. Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings

 

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1 Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 


 

5.2 N/A

 

5.3 N/A

 

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2025 and ended on March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

 

Date: May 10, 2025

 

/S/ R I Jerrard                       

Ross Ian Jerrard

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.5 6 exh_995.htm EXHIBIT 99.5

Exhibit 99.5

 

 

 

CONSENT OF EXPERT

May 12, 2025

 

Caledonia Mining Corporation Plc

 

United States Securities and Exchange Commission Ladies and Gentlemen:

 

Re: Caledonia Mining Corporation Plc (the “Company”)

 

I, Craig Harvey, do hereby consent to:

 

(1) the inclusion in this Form 6-K of references to my name in connection with the scientific and technical information contained in Company’s Management Discussion & Analysis for the three months ended March 31, 2025 filed with United States Securities and Exchange Commission (the “SEC”) (the “Technical Information”); and

 

(2) the filing of this consent under cover of this Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form F-3 (No. 333-281436), and any amendments thereto, filed with the SEC.

 

 

  By: /s/ Craig Harvey
    Craig Harvey