Caledonia Mining 2009 Second Quarter and Half Y...

CALEDONIA MINING CORPORATION August 11, 2009 Management's Discussion and Analysis This discussion and analysis of the consolidated operating results and financial condition of Caledonia Mining Corporation ("the Corporation") for the quarters ended June 30, 2009, June 30, 2008 and June 30, 2007 should be read in conjunction with the Unaudited Consolidated Financial Statements as at June 30, 2009 and the Annual Report for the year ended December 31, 2008, all of which are available from the System for Electronic Data Analysis and Retrieval at www.sedar.com or from the Corporation's website at www.caledoniamining.com. The Unaudited Consolidated Financial Statements and related notes have been prepared in accordance with Canadian Generally Accepted Accounting Principles ("GAAP"). Note that all currency references in this document are to Canadian Dollars. Listings The Corporation is listed on the Toronto Stock Exchange as "CAL", on NASDAQ-OTCBB as "CALVF", and on London's AIM as "CMCL". 1. OPERATIONAL REVIEW AND RESULTS OF OPERATIONS 1.1 Gold Production Blanket Mine - Zimbabwe After the receipt of the Gold Dealership Licence and the production recommencement announcement on April 3, 2009, the required cyanide, explosive, and other essential consumables were purchased and sent to Blanket and production recommenced on April 7, 2009. Mining and milling production has been increased to over 400 tonnes per day by the end of June 2009. It is planned to continue the ramp-up of production to 600 tonnes per day which should be reached by the end of the third quarter 2009. The labour force is being rebuilt from the start-up level of 480 in April 2009 to 750-800 with particular emphasis on skilled and semi-skilled employees. Ongoing retraining is also essential to meet the production demands along with refurbishment and maintenance of equipment. This will allow the mine to return to its 24,000 ounce per annum production level. Underground Frequent unplanned power supply interruptions and load shedding continue to frustrate production targets on a daily basis. The efficiency of the underground operations is improving from the sub-optimal levels when production was restarted. Safety, Health and Environment ("SHE") The following safety statistics were recorded for the 2nd quarter: - Three restricted work activity (2008 - 3) and no (2008 4) first aid incident were recorded. In all there were 9 (2008 - 26) incidents and 4 (21 - 2008) near misses during the quarter. Extensive safety training was undertaken by management and this included: o Induction training for 65 new employees, 5 employees returning from leave, 15 casual worker, 3 change of occupation employees and 9 contractors o Hazard identification and risk assessment courses attended by 160 employees. o 73 employees trained on mine first aid. o 27 supervisors underwent plant job observation refresher courses. - Nine new cases of HIV/AIDS were identified by the mine clinic. The severe economic conditions have negatively affected AIDS funding from Government and NGO sources, but education continues with 18 peer educators being trained and a further 80 people being tested at the clinic. There were no adverse environmental issues during the quarter and the results obtained from water testing continue to verify this. Even though the economic situation in Zimbabwe continues to be challenging the number of employee dismissals due to desertion has decreased dramatically. The number of employees who were absent without permission in the 2nd quarter was 134 (820 - 2008) compared to 608 (879 - 2008) in the 1st quarter. Capital Projects Number 4 Shaft Expansion Project Further developments on the No 4 shaft project await the sourcing of project funding of US$2,4 million on acceptable terms failing which internally generated cash flows will be used. It is still anticipated that production of 1,000 tonnes per day will be achieved within a 9 months of project funding being secured which will result in approximately 40,000 ounces of gold per annum being produced. Operations During the quarter operations were significantly hampered by daily electrical power failures or requested load shedding from ZESA, the local power authority. However, recent negotiations with ZESA appear to have resulted in a more predictable load shedding window which has enabled the mine to alter shifts so that load shedding takes place before the re-entry of a shift and allows for lower production losses. Provided ZESA continues to adhere to the agreed load shedding schedule it will be an equitable solution to this problem. Sufficient working capital has been provided by a local bank to meet the mine's requirements. The net proceeds for Gold sales are being received by Blanket in full from Rand Refineries in South Africa within the contractual time period. -------------------------------------------------------------------------------------------- Production results for the Quarter ended June 30 2009 2008 July 2009 -------------------------------------------------------------------------------------------- Ore milled Tonnes 24,177 32,464 13,760 -------------------------------------------------------------------------------------------- Ore Gold Grade milled Grams/tonne 3.99 3.36 4.51 -------------------------------------------------------------------------------------------- Recovery % Per cent 89% 87% 91% -------------------------------------------------------------------------------------------- Gold produced Ounces 2,746 2,989 1,822 -------------------------------------------------------------------------------------------- Gold Sold Ounces 2,164 3,089 1,322 -------------------------------------------------------------------------------------------- Outlook It should be borne in mind that the last time Blanket was able to achieve an equivalent 24,000 ounce per annum production level was before February 2007 prior to the No. 4 Shaft being closed for equipping. Subsequent to partial completion of the No. 4 shaft project, resumption of production was rendered impossible by the failure of the Reserve Bank of Zimbabwe to pay Blanket for its gold sold and which eventually caused Blanket to suspend production completely in October 2008. A healthy and stable economic future continues to depend on the success of the Unity Government in Zimbabwe. Management's challenge is to bring the mine back to the full 24,000 ounce per annum production as quickly as possible and then to commence work on the completion of the No.4 shaft project as soon as funding is sourced. In a press release on 6 May 2009, the Corporation indicated that Blanket is targeting to achieve an annualized production rate of approximately 24,000 ounces of gold per annum by the end of the third quarter 2009. Subsequent to the dollarization of the economy Blanket has reinstated public liability and motor vehicle insurance cover and continues to assess the necessity and affordability of other forms of insurance cover. In recent weeks, the frequency and duration of electricity outages and their impact on production has reduced. Management will continue to monitor this situation closely, while pursuing a number of alternatives including discussion with ZESA and standby generation capacity. 1.2 Exploration and Project Development 1.2.1 COBALT AND BASE METALS Nama Cobalt Project - Zambia The 2nd quarter of the financial year, April to June, is the first half of the dry season in Zambia. The main field access roads were restored and graded in April following the damage caused during the rainy season. The activities carried out during the quarter mainly involved the detailed soil sampling and follow-up of previously detected geochemical anomalies. This work entailed the compilation of a GIS database including all previous work done in the area, in particular the location of geochemical surveys and anomalous areas. Two main styles of Co mineralization occur in the Nama area, the 'D'-type iron oxide bodies which are mostly enriched in cobalt, and the Ore Shale hosted Cu-Co mineralization, more common elsewhere in the Copperbelt, which is being exploited by neighbouring mines. On account of the more complex metallurgy and hence greater capital requirements involved in treating the D-type iron oxide bodies, previous targets identified as being of this type are set aside for follow-up work at a time when the market conditions are more suitable. Work, therefore, is being carried out on the anomalous areas with a view to defining resources characterized as belonging to the Ore Shale hosted Cu-Co style of mineralization. Mineralization of this type is currently being exploited immediately east of the Nama License and is known to extend westwards into the license area for some 2,000 meters. During the 2008 field season, exploration established the existence and limited extent of the Ore Shale along the western margin of the Konkola Dome (close to the 'A' Resource Body). The "shale" unit is approximately 100 meters wide, is anomalously enriched in Co and Cu but the knowledge of the known strike length is limited because the area is covered by very deep soils. Follow-up sampling employing both saturation termite mound sampling and deep auger sampling has shown encouraging results. Two drill targets have been outlined in this area. Other areas covered in the 2nd quarter include the 'B' Anomaly where detailed auger sampling has resulted in the delineation of separate Co and Cu anomalies. Pitting at selected sites is currently being carried out to establish the cause of the anomalous enrichment. Field work at the 'F' and 'G' anomalies has revealed that the metal enrichments are not typical 'D' style mineralization but thick zones of Co and Cu enrichment in sandstones. Although the area involved is substantial, the average metal contents for the whole area may not satisfy the criteria for economic extraction and therefore follow-up auger sampling will be undertaken to define the areas of greatest potential. Diamond drilling may then be undertaken in the higher grade areas to recover material for mineralogical and metallurgical testing. A portion of the 1996 geochemical grid laid out west of the 'A' Resource Body was not sampled, probably as a result of adverse ground conditions at the time. Recent limited sampling in this area suggested the existence of widespread anomalous metal enrichments. In order to complete the sampling exercise, the auger sampling program was extended to this area. It is anticipated that this sampling will, in addition to giving an insight into this important area, also assist in deciphering the geological structure of a 10 km zone between the 'A' anomaly and the 'Yembela' anomaly to the northwest, two areas which host similar mineralization patterns. The 2009 Exploration Season The current field season is proceeding according to the exploration plan with the systematic and detailed exploration of the geochemically anomalous areas at Nama. In determining the nature of the anomalies, they are ranked according to style of mineralisation and structure which will enable the exploration team to select the most appropriate targets for the 2009 exploration programs, and selected targets may be drilled during the latter period of the 2009 exploration season depending on the availability of Corporate funds. 1.2.2 Rooipoort PGE/Ni/Cu Project (including Grasvally) - South Africa Property Rooipoort Caledonia announced on July 1, 2009 that Mitsubishi Corporation had withdrawn from the proposed participation in the Rooipoort and Mapochsgronde Platinum Projects ("the Projects"). Mitsubishi indicated that the conditions precedent relating to security of tenure of the prospecting rights held by Caledonia and its subsidiaries due to the Broad-Based Black Economic Empowerment ("empowerment") requirements imposed by the South Africa Department of Minerals ("DM") did not meet their requirements. The DM's requirement that empowerment be introduced at the exploration stage is not currently required under South Africa law and, accordingly, was not envisaged at this stage in the Agreement. Mitsubishi Corporation concluded that it did not wish to extend the Agreement relating to the proposed participation by Mitsubishi in the platinum exploration projects in South Africa. Accordingly, the Agreement terminated on June 30, 2009 and Mitsubishi will not provide the envisaged exploration funding for the Projects. The Rooipoort and Mapochsgronde properties continue to remain 100% owned by Caledonia. Caledonia will explore and evaluate other strategic options in respect of the Projects. 1.2.3 GOLD Zimbabwe Exploration - Gold Due to the lack of foreign currency and the immediate focus on re-starting and ramping up production, limited exploration work has taken place during the quarter and resources were allocated primarily to the resumption of gold production. The proposed exploration activities are being reviewed and prioritised. 2. SUMMARY OF QUARTERLY RESULTS The following information is provided for each of the 8 most recently completed quarters of the Corporation - ending on the dates specified - in thousands of Canadian Dollars. The figures are extracted from underlying financial statements that have been prepared according to Canadian GAAP. -------------------------------------------------------------------------------------------------------------------- ($000's-except per share amounts.) June Mar Dec Sept June Mar Dec Sept 30/09 31/09 31/08 30/08 30/08 30/08 31/07 30/07 -------------------------------------------------------------------------------------------------------------------- Sales from continuing operations 2,364 - 29 2,280 2,883 2,504 3,231 1,950 -------------------------------------------------------------------------------------------------------------------- Income/(loss) for continuing operations (162) (799) (2,066) (2,749) (261) 791 494 (855) -per share basic and diluted (0.0003) (0.0016) (0.0041) (0.0055) (0.0005) 0.0016 0.001 (0.002) -------------------------------------------------------------------------------------------------------------------- Discontinued operations (loss) (37) (40) (531) (30) (24) (70) (249) (80) -------------------------------------------------------------------------------------------------------------------- Net Income/ (loss) after discontinued operations (199) (839) (2,597) (2,779) (285) 721 245 (935) - per share basic and diluted (0.0004) (0.0017) (0.0052) (0.0056) (0.0006) 0.0015 0.001 (0.002) -------------------------------------------------------------------------------------------------------------------- No of shares basic '000 500,169 500,169 500,169 500,169 500,169 493,199 487,869 487,869 -------------------------------------------------------------------------------------------------------------------- Note: The effect of the dilution on the earnings per share has not been calculated as the result for 2009, 2008 and 2007 was a loss and the diluted earnings per share would be anti-dilutive. During the quarter the Corporation made $19,000 profit ($599,000 profit - 2008) from continuing operations before unrealized foreign exchange loss of $181,000 ($860,000 loss - 2008). The discontinued operations relate to Barbrook and Eersteling Mines up to Q1 2008, thereafter Eersteling is the only discontinued operation. The loss on sale of Barbrook Mine was reclassified to discontinued operations in the fourth quarter 2008. Gold sales for the 2nd quarter at Blanket Mine were 2,164 (3,089 - 2008) ounces. Blanket's operational costs included salaries and wages of $689,000 ($403,000 - Q1 2009), consumables of $398,000 ($270,000 - Q1 2009) and mine administration costs of $152,000 ($206,000 Q1 - 2009). The dollarization of the economy has impacted on remuneration rates as illustrated above, management is monitoring this closely to ensure we are paying affordable and market related rates to ensure the scarce skills are attracted and retained. Blanket is a self-sustaining operation and operates in Zimbabwe in what was a hyper inflationary economy. Due to the dollarization of the economy in February, 2009 the hyper inflationary environment no longer exists. Accordingly the results of these operations are now translated into Canadian Dollars using the current rate method. On January 1, 2009 Blanket's functional currency also changed to US Dollars following the Monetary Policy announcement introducing the use of foreign currency in Zimbabwe for all forms of trade and business. The assets and liabilities of a self-sustaining foreign operation are translated at the rate in effect at the balance sheet date for purposes of incorporation in the financial statements of Caledonia and, therefore, an exchange gain or loss will arise when the exchange rate changes. This exchange gain or loss has no direct effect on the activities of Caledonia. It is inappropriate to incorporate this exchange gain or loss in net income in the period in which it arises; rather, it is reported in the financial statements as a separate component of shareholders' equity and is disclosed as a separate component of accumulated other comprehensive income during the period. In summary the current rate method is as follows: (i) all assets and liabilities at rates at balance sheet date; (ii) revenue and expense transactions at the average rate of exchange prevailing during the period. Included in the 2nd quarter statement of operations is an exchange gain of $101,000 (Loss $275,000 - Q1 2009) relating to the translation of Blanket Mine financial results which has been disclosed under accumulated other comprehensive income. 3. INVESTING During the 2nd quarter 2009 the Corporation invested $251,000 in capital assets and mineral properties ($269,000 in 2008 and $696,000 in 2007). Of the amount invested in 2009, $193,000 ($235,000 - Q2 2008) was spent at Nama. 4. FINANCING The Corporation financed its operations, except Blanket Mine, using funds on hand. No equity fund raising is currently intended during 2009 and funds available from the sale of Barbrook are expected to be sufficient to finance the Corporation's activities. Blanket was granted a working capital loan facility from its bankers in Zimbabwe and utilised $694,000 of the facility during the quarter. Working capital loan facilities that have been secured by Blanket are considered sufficient and repayment of the facilities by November 2009 is achievable. Additional funding of US$2,400,000 is still required for the completion of the No. 4 shaft expansion and it is the Corporation's intention to obtain this funding in Zimbabwe or, alternatively, to use it's internally generated cash flows. Various financial institutions have been approached with detailed submissions to obtain this funding but as yet no viable term sheets have been received. The outlook for obtaining the required project funding is considered more positive now than it was at the beginning of the 2nd quarter and discussions continue with several financial institutions. 5. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2009, the Corporation had a working capital surplus of $5,340,000 (surplus of $2,657,000 at March 31, 2009). Current assets of $7,255,000 ($3,960,000 - March 2009) increased as inventories have increased by $345,000 and accounts receivable have increased by $3,437,000 whilst cash has decreased by $376,000. The accounts receivable includes $520,000 due from Rand Refineries for gold sales that was received on July 1, 2009.The amount of $2,890,301 (shown at fair value) owing to Blanket by RBZ is now classified as a current asset as the gold bond is redeemable on February 1, 2010. Blanket Mine continues to be self funding. Limited amounts are currently being spent on capital development but will increase as working capital requirements stabilize and production ramps up in the months ahead During 2009, it is expected that the cash requirements of the Corporation will be met from the cash on hand and gold sales from Blanket Mine. Anticipated cash inflows in 2009 will be used mainly by the Corporation on returning Blanket's annual gold production back up to 24,000 ounces pa and then to 40,000 ounces pa provided Blanket can secure the required funding required for the completion of the No.4 shaft expansion. The Corporation has minor obligations in respect of license fees for its exploration and mining properties. Now that Motapa has withdrawn from its JV on Mulonga Plain, the Corporation will be responsible for maintaining the licenses. As of June 30, 2009 the Corporation had potential liabilities to do rehabilitation work on the Blanket and Eersteling Mines - if and when those Mines are permanently closed - at an estimated cost of $1,186,000. 6. OFF-BALANCE SHEET ARRANGEMENTS There are no off balance sheet arrangements. 7. RELATED PARTY TRANSACTIONS The Corporation had the following related party transactions: -------------------------- Six months ended June 30 -------------------------- 2009 2008 2007 -------------------------- $'000 $'000 $'000 --------------------------------------------------------------------------------------------------------- Management, and allowances paid or accrued to a company which provides the 281 256 238 services of the Corporation's President --------------------------------------------------------------------------------------------------------- Rent paid to a Company owned by members of the President's family 23 21 23 --------------------------------------------------------------------------------------------------------- Fees paid to the Chairman of the Board 75 537 32 --------------------------------------------------------------------------------------------------------- Legal fees paid to a law firm where a Director is a partner 41 43 26 --------------------------------------------------------------------------------------------------------- 8. CRITICAL ACCOUNTING POLICIES There are two major areas where accounting estimates are made, asset impairment and asset retirement obligation. As significant impairment provisions have already been made against the assets and there is a reasonable level of certainty around the estimate it is considered unlikely that any change in estimate would result in a material impact on the results of the Corporation. The asset retirement obligations are also considered to be estimated with a reasonable degree of certainty, although the original estimations were calculated some years ago. The estimations are accreted annually at 5% and thus any change in circumstances is considered unlikely to have a material impact on the results of the Corporation or its operations. The following accounting policy changes have been adopted as of January 1, 2009 and are more fully described in the Interim Consolidated Financial Statements. a. Goodwill and intangible assets In February 2008, the Canadian Institute of Chartered Accountants ("CICA") issued Section 3064 Goodwill and intangible assets, replacing Section 3062, Goodwill and other intangible assets. The new Section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Corporation will adopt the new standards for its fiscal year beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The adoption of this standard is not expected to have an effect on the Corporation's consolidated financial statements. b. International Financial Reporting Standards The Canadian Accounting Standards Board confirmed in February 2008 plans to converge Canadian GAAP with International Financial Reporting Standards ("IFRS") over a transition period expected to be effective for interim and annual periods commencing January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Corporation for the year ended December 31, 2010. While the Corporation has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. All of the Companies foreign subsidiaries operate in environments where IFRS has already been adopted. The conversion from Canadian GAAP to IFRS is a significant undertaking. Caledonia has not yet determined the impact of the transition on its consolidated financial statements. The conversion to IFRS may have a material impact on the balance sheet, results from operations, systems of internal controls over financial reporting, disclosure controls and information systems. IFRS accounting standards, and the interpretation thereof, are constantly evolving and therefore IFRS accounting policies are subject to change through 2011. Caledonia has decided to recruit an IFRS specialist to assist with the conversion process but no suitable candidate has yet been identified. Current accounting personnel have attended various IFRS training courses during the year. Preliminary work on identifying differences between Canadian GAAP and IFRS that effect the Corporation has started in 2009 as well as work on identifying which options the Corporation would elect on adopting IFRS. 9. FINANCIAL RISK EXPOSURE AND RISK MANAGEMENT The Corporation is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of capital, and protecting current and future Corporation assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets. The Board of Directors has responsibility to ensure that an adequate financial risk management policy is established and to approve the policy. The Corporation's Audit Committee oversees management's compliance with the Corporation's financial risk management policy. The types of risk exposure and the way in which such exposures are managed are as follows: i) Currency Risk As the Corporation operates in an international environment, some of the Corporation's financial instruments and transactions are denominated in currencies other than the Canadian Dollar. The results of the Corporation's operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Corporation are reported in Canadian Dollars in the Corporation's consolidated financial statements. The fluctuation of the Canadian Dollar in relation to other currencies will consequently have an impact upon the profitability of the Corporation and may also affect the value of the Corporation's assets and the amount of shareholders' equity. A significant portion of the Corporation's assets and liabilities are denominated in South African Rand and United States Dollars. Management do not consider that the fluctuation of the value of these currencies to the Canadian Dollar could have a significant impact on the results of operations. Blanket Mine operations are now transacted using the United States Dollar as the functional currency. As a result of the introduction of the US Dollar as legal tender in Zimbabwe the hyperinflationary environment has decreased dramatically. The shareholder loan account in Zimbabwe is denominated in US Dollars and will generate foreign exchange gains or losses for Blanket Mine depending on the exchange rate between the US Dollar and the Canadian Dollar at the time of repayment of such loans. The fair values of these financial instruments approximate their carrying values, unless otherwise noted. The Corporation does not use any derivative instruments to reduce its foreign currency risks. Below is a summary of the cash or near cash items denominated in a currency other than the Canadian Dollar that would be affected by changes in exchanges rates relative to the Canadian Dollar. -------------------------------------------------- $000 US Dollars SA Rand -------------------------------------------------- Cash 14 1,902 -------------------------------------------------- Accounts Receivable 3,173 1,394 -------------------------------------------------- Accounts Payable 979 365 -------------------------------------------------- The table below illustrates by how much a 1% change in the rate of exchange between the Canadian Dollar and the currencies above will affect net income. -------------------------------------------------- $000 US Dollars SA Rand -------------------------------------------------- Cash - 3 -------------------------------------------------- Accounts Receivable 27 2 -------------------------------------------------- Accounts Payable 8 1 -------------------------------------------------- ii) Interest Rate Risk Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Unless otherwise noted, it is the opinion of management that the Corporation is not exposed to significant interest rate risk as it is debt free, outside of Zimbabwe, and only utilizes overdraft facilities for short periods if necessary. As a result of Blanket Mine being brought back into production working capital borrowings have increased in Zimbabwe. The working capital loans will be US Dollar denominated and will attract interest rates of approximately 6% pa. It is the intention of Blanket to borrow further funds to complete the No 4 shaft expansion project. No acceptable term sheet has been received for these loans and thus the interest rate is unknown. The Corporation's cash and cash equivalents include highly liquid investments that earn interest at market rates. The Corporation manages its interest rate risk by endeavoring to maximize the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. The Corporation's policy focuses on preservation of capital and limits the investing of excess funds to liquid term deposits in "A" grade financial institutions. Fluctuations in market interest rates have not had a significant impact on the Corporation's results of operations due to the short-term to maturity of the investments held. iii) Concentration of Credit Risk Credit risk is the risk of a financial loss to the Corporation if a gold sales customer fails to meet its contractual obligation. Credit risk arises principally from the Corporation's receivables from the Reserve Bank of Zimbabwe ("RBZ") who was the sole buyer of gold produced in Zimbabwe, in terms of legislation and regulations that prevailed until February 1, 2009. At December 31, 2008 the RBZ owed Blanket $3,416,892 (gross value) $2,890,000 (at fair value). The amount owed to Blanket was converted into a Special Tradable Gold-backed Foreign Exchange Bond ("Bond") by RBZ following the Monetary Policy announcement on February 2, 2009 that has the following features; - Term of 12 months - Interest at 8% pa on maturity on February 1, 2010. - Bond may be sold locally, regionally or internationally at an agreed price - RBZ will honour the full principal plus interest on maturity iv) Liquidity Risk Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation manages its liquidity by ensuring that there is sufficient capital to meet short and long term business requirements, after taking into account cash flows from operations and the Corporation's holdings of cash and cash equivalents. The Corporation believes that these sources will be sufficient to cover the likely short and long term cash requirements. Senior management is also actively involved in the review and approval of planned expenditures by regularly monitoring cash flows from operations and anticipated investing and financing activities. v) Commodity Price Risk The value of the Corporation's mineral resource properties is related to the price of gold, platinum and cobalt, and the outlook for these minerals. In addition, adverse changes in the price of certain raw materials can significantly impair the Corporation's cash flows. Gold prices historically have fluctuated widely and are affected by numerous factors outside of the Corporation's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and macro-economic variables, and certain other factors related specifically to gold. In the Monetary Policy Announcement made by RBZ on February 2, 2009, Blanket became eligible to export its gold to a refiner of its choice and to receive 100% of the proceeds, net of the refining costs, in US Dollars paid into its foreign currency account at a Zimbabwean commercial bank. As a result of this announcement, Blanket resumed gold production on April 7, 2009 after receiving all the necessary licenses from the Ministry of Finance and the RBZ. 10. SECURITIES OUTSTANDING As at June 30, 2009 the following securities were outstanding: (1) 500,169,280 common shares; (2) Options and warrants as follows: -------------------------------------------------------------------------------------------- Number Description Exercise Price Expiry Date -------------------------------------------------------------------------------------------- 34,430,000 Common share purchase options Average $0.1719 Various until May 11, 2016 -------------------------------------------------------------------------------------------- Nil Common share purchase warrants - -------------------------------------------------------------------------------------------- As the Corporation's Option Plan allows the granting of options on a number of shares equal to 10% of the issued shares, the Corporation could grant options on 50,016,928 shares. This figure includes any options previously exercised and the current unexercised options. 11. CONTROLS Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Corporation's President and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. Management of the Corporation, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of the Corporation's disclosure controls and procedures as at December 31, 2008 and June 30, 2009 as required by Canadian securities laws pursuant to the certification requirements of Multilateral Instrument 52-109. The Corporation's internal controls over financial reporting ("ICFR") are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable Canadian GAAP. Because of its inherent limitations, the Corporation's ICFR may not prevent or detect any or all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, including the Chief Executive Officer and Chief Financial Officer, carried out an assessment of the effectiveness of the Corporation's internal controls over financial reporting using a framework designed by management and considered appropriate to the conditions of the various operating environments, and concluded that the following disclosable material weaknesses still exist, as at June 30, 2009. Segregation of duties Due to limited personnel resources, adequate segregation of duties within the accounting group was not achieved. This creates a risk that inaccurate entries could be made and not identified or corrected on a timely basis. The result is that the Corporation is highly reliant on the performance of mitigating procedures during its financial close processes in order to ensure the financial statements present fairly in all material respects. The Corporation continues to enhance and monitor this process to ensure that its financial accounting reporting system is able to prevent and detect potential significant errors. Management has concluded, and the Audit Committee has agreed that taking into account the present stage of the Corporation's development, the Corporation does not have sufficient size and scale to warrant the hiring of additional staff to correct the segregation of duties weakness at this time. There were no changes in the Corporation's internal controls over financial reporting since the year ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting. The Corporation has a Disclosure Committee consisting of four Directors, and has disclosure controls and procedures which it follows in an attempt to ensure that it complies with all required disclosures on an adequate and timely basis. The Corporation's Directors and Management, and the Disclosure Committee, are making all reasonable efforts to ensure that the Corporation's disclosures are made in full compliance with the applicable rules and requirements. All reasonable efforts are also being made to ensure that the Corporation's disclosure controls and procedures provide reasonable assurance that material information relating to the Corporation, including its consolidated subsidiaries, is made known to the Corporation's Certifying Officers by others within those entities. 12. FORWARD LOOKING STATEMENTS This Management Discussion and Analysis contains certain forward-looking statements relating but not limited to the Corporation's expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as "anticipate", "believe", "expect", "goal", "plan", "intend", "estimate", "could", "should", "may" and "will" or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement 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, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Potential shareholders 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. Shareholders 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. The Corporation 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. 13. QUALIFIED PERSONS Dr. Trevor Pearton, BSc Eng (Mining Geology), PhD (Geology) FGSSA, VP Exploration is a qualified person as defined by NI 43-101. Dr. Pearton is responsible for the technical information provided on this MD&A except where otherwise stated. He was assisted where appropriate by outside consultants and/or qualified persons for joint- ventured projects. Mr. David Grant, is the Independent Qualified Person for the NI 43-101 report on the D resource area of the Nama Property, prepared by Applied Geology and Mining (Proprietary)Limited whose Managing Director is Mr. Grant . 14. BOARD AND SENIOR MANAGEMENT CHANGES Mr Robert Liverant resigned as a Director on May 20, 2009. The management and Board would like to thank Mr. Liverant for the contribution he made to the Corporation and the Audit Committee during his period as a director. Mr Chris Harvey, a current Director, was appointed a member of the Audit Committee on May 20, 2009 to replace Mr Liverant. Management's Responsibility for Financial Reporting To the Shareholders of Caledonia Mining Corporation: The accompanying unaudited consolidated financial statements of Caledonia were prepared by management in accordance with accounting principles generally accepted in Canada, consistently applied and within the framework of the summary of significant accounting policies in these consolidated financial statements. Management is responsible for all information in the quarterly report. All financial and operating data in the quarterly report is consistent, where appropriate, with that contained in the consolidated financial statements. The Board of Directors discharges its responsibilities for the consolidated financial statements primarily through the activities of its Audit Committee composed of three directors, all of whom are not members of management. This Committee meets with management to assure that it is performing its responsibility to maintain financial controls and systems and to approve the quarterly consolidated financial statements of Caledonia. The consolidated financial statements have not been reviewed by Caledonia's auditors. Signed "S E Hayden" Signed "S R Curtis" S. E. Hayden S.R. Curtis President and Vice-President Finance Chief Executive Officer and Chief Financial Officer -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- Caledonia Mining Corporation Consolidated Balance Sheets (in thousands of Canadian Dollars) -------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------- June 30 December 31 Unaudited 2009 2008 -------------------------------------------------------------------------------------------------------------- Assets $ $ Current Cash and cash equivalents 2,174 3,652 Accounts receivable (Note 7) 3,598 132 Inventories (Note 8) 1,465 1,059 Prepaid expenses 18 27 Assets held for sale 133 106 ---------------------------- 7,388 4,976 ---------------------------- Capital Assets and Mineral properties held for sale 712 681 Accounts receivable (Note 7) - 2,890 Investments (Note 1) 28 12 Capital assets (Note 2) 142 173 Mineral properties (Note 3) 14,990 14,566 ---------------------------- 15,872 18,322 ---------------------------- ---------------------------- 23,260 23,298 ---------------------------- ---------------------------- Liabilities and Shareholders' Equity Current Bank overdraft 694 - Accounts payable 1,354 933 Liabilities held for sale 14 16 ---------------------------- 2,062 949 ---------------------------- Asset retirement obligation (Note 4) 848 839 Asset retirement obligation - held for sale (Note 4) 338 314 ---------------------------- ---------------------------- 3,248 2,102 ---------------------------- ---------------------------- Shareholders' Equity Share capital (Note 5) 196,125 196,125 Contributed surplus 1,917 1,902 Accumulated other comprehensive income/(loss) (157) 3 Deficit (177,873) (176,834) ---------------------------- ---------------------------- 20,012 21,196 ---------------------------- ---------------------------- 23,260 23,298 ---------------------------- ---------------------------- On behalf of the Board: "S E Hayden" Director "G R Pardoe" Director The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements. ---------------------------------------------------------------------------------------------------------------------- Caledonia Mining Corporation Consolidated Statements of Changes in Shareholders' Equity (in thousands of Canadian Dollars) ---------------------------------------------------------------------------------------------------------------------- For the periods ended June 30 2009,December 31 2008 and 2007 Accumulated Other Share Contributed Comprehensive Unaudited Note Capital Surplus Income Deficit Total $ $ $ $ $ ---------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2007 195,006 1,040 (57) (171,894) 24,095 Shares issued 5(b)(i) 1,119 1,119 Equity-based compensation expense 862 862 Investments revaluation to fair value (10) (10) Reclassification adjustment for other than temporary decline in value 70 70 Net loss for the year (4,940) (4,940) ---------------------------------------------------------------------------------------------------------------------- Balance at December 31, 2008 196,125 1,902 3 (176,834) 21,196 Equity-based compensation expense 15 15 Investments revaluation to fair value 14 14 Translation loss from Blanket Mine (174) (174) Net loss for the year to date (1,039) (1,039) ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- Balance at June 30, 2009 196,125 1,917 (157) (177,873) 20,012 ---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements. ----------------------------------------------------------------------------------------------------------------------- Caledonia Mining Corporation Consolidated Statements of Operations and Comprehensive Income/ (Loss) (in thousands of Canadian Dollars except share and per share amounts) ----------------------------------------------------------------------------------------------------------------------- Unaudited For the three months ended June 30 For the six months ended June 30 2009 2008 2007 2009 2008 2007 Revenue and Operating Costs Revenue from sales 2,364 2,883 1,539 2,364 5,387 4,858 Operating Costs 1,483 1,357 1,963 2,571 2,616 6,358 ------------------------------------------------------------------------- Gross profit(loss) 881 1,526 (424) (207) 2,771 (1,500) Costs and expenses General and administrative 751 747 646 1,144 1,157 1,041 Interest expense/(income) 8 (71) 44 (28) (28) 55 Amortization 99 101 499 198 202 506 Exchange loss/(gain) 181 860 (1,975) (559) 760 452 Other expense/(income) 4 150 (3) - 150 (11) ------------------------------------------------------------------------- 1,043 1,787 (789) 755 2,241 2,043 ------------------------------------------------------------------------- Income (loss) before discontinued (162) (261) 365 (962) 530 (3,543) operations Current Income Tax - - (1) - - (2) ------------------------------------------------------------------------- Net income(loss) before discontinued (162) (261) 364 (962) 530 (3,545) operations Discontinued operations (loss) (37) (24) (126) (77) (94) (380) ------------------------------------------------------------------------- Net (loss) after discontinued operations (199) (285) 238 (1,039) 436 (3,925) ------------------------------------------------------------------------- Revaluation of Investments to fair value 7 7 - 14 7 - (Note 1) ------------------------------------------------------------------------- Comprehensive Income/(Loss) (192) (278) 238 (1,024) 443 (3,925) ------------------------------------------------------------------------- Income/(loss) per share Basic and diluted from continuing ($0.000) ($0.001) $0.001 ($0.002) $0.001 ($0.008) operations Basic and diluted from discontinued ($0.000) ($0.001) $0.001 ($0.002) $0.001 ($0.008) operations Basic and diluted for the quarter ($0.000) ($0.001) $0.001 ($0.002) $0.001 ($0.008) The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements. ----------------------------------------------------------------------------------------------------------------------- Caledonia Mining Corporation Consolidated Statements of Cash Flows (in thousands of Canadian Dollars) ----------------------------------------------------------------------------------------------------------------------- Unaudited For the three months ended June 30 For the six months ended June 30 2009 2008 2007 2009 2008 2007 Cash provided by (used in) Operating activities Income(loss) before discontinued (162) (261) 364 (962) 530 (3,545) operations Adjustments to reconcile net cash from 228 103 461 71 237 412 operations (Note 9) Changes in non-cash working capital (754) (815) (1,758) (580) (2,069) 1,370 balances (Note 9) ------------------------------------------------------------------------- Cash flows provided from (used for) (688) (973) (933) (1,471) (1,302) (1,763) continuing operations ------------------------------------------------------------------------- Investing activities Expenditures on capital assets and (251) (269) (696) (637) (500) (1,380) mineral properties Sale of Barbrook Mine - 9,232 - - 9,232 - ------------------------------------------------------------------------- (251) 8,963 (696) (637) 8,732 (1,380) ------------------------------------------------------------------------- Financing activities Bank overdraft 599 - (598) 694 (13) - Issue of share capital net of issue - - 4,380 - 1,119 4,380 costs ------------------------------------------------------------------------- 599 - 3,782 694 1,106 4,380 ------------------------------------------------------------------------- Cash flow from discontinued operations Operating activities (36) (20) (110) (62) (86) (364) Financing activities - 2 - - - - ------------------------------------------------------------------------- (36) (18) (110) (62) (86) (364) ------------------------------------------------------------------------- Increase (decrease) in cash for the (376) 7,972 2,043 (1,476) 8,450 873 period Cash and cash equivalents, beginning of 2,552 554 128 3,652 76 1,298 period ------------------------------------------------------------------------- Cash and cash equivalents, end of 2,176 8,526 2,171 2,176 8,526 2,171 period ------------------------------------------------------------------------- Cash and cash equivalents at end of period relate to: Continuing operations 2,174 8,527 2,169 2,174 8,527 2,169 Discontinued operations 2 (1) 2 2 (1) 2 ------------------------------------------------------------------------- 2,176 8,526 2,171 2,176 8,526 2,171 ------------------------------------------------------------------------- The accompanying summary of significant accounting policies and notes are an integral part of these consolidated financial statements. ----------------------------------------------------------------------------------------------------------------- Caledonia Mining Corporation Summary of Significant Accounting Policies (continued) (in thousands of Canadian Dollars) ----------------------------------------------------------------------------------------------------------------- Nature of Business The Corporation is engaged in the acquisition, exploration and development of mineral properties for the exploitation of base and precious metals. The ability of the Corporation to recover the amounts shown for its capital assets and mineral properties is dependent upon the existence of economically recoverable reserves; the ability of the Corporation to obtain the necessary financing to complete exploration and development; and future profitable production or proceeds from the disposition of such capital assets and mineral properties. The Corporation operates in a number of operating segments but its assets located in Zimbabwe, including its interests in gold properties, may be subject to sovereign risks, including political and economic instability, government regulations relating to mining, currency fluctuations and inflation, all or any of which may impede the Corporation's activities in this country or may result in the impairment or loss of part or all of the Corporation's interest in the properties. Basis of Presentation and Going Concern These unaudited interim consolidated financial statements of Caledonia Mining Corporation ("Caledonia" or the "Corporation") have been prepared by management in accordance with accounting principles generally accepted in Canada ("Canadian GAAP") for interim financial statements. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with Canadian GAAP have been condensed or excluded. As a result, these unaudited interim consolidated financial statements do not contain all disclosures required to be included in the annual consolidated financial statements and should be read in conjunction with the most recent audited annual consolidated financial statements and notes thereto for the year ended December 31, 2008. These unaudited consolidated financial statements have been prepared on the basis of a going concern, which contemplates that the Corporation will be able to realize assets and discharge liabilities in the normal course of business. The Corporation's ability to continue as a going concern is dependent upon attaining profitable operations, realising proceeds from the disposal of mineral properties and obtaining sufficient financing to meet its liabilities, its obligations with respect to operating expenditures and expenditures required on its mineral properties. Significant Accounting Policies: These unaudited interim consolidated financial statements are prepared following accounting policies consistent with the Corporation's audited annual consolidated financial statements and notes thereto for the year ended December 31, 2008, except for the following changes in accounting policies: Adoption of New Accounting Standards a. Goodwill and intangible assets In February 2008, the Canadian Institute of Chartered Accountants ("CICA") issued Section 3064 Goodwill and intangible assets, replacing Section 3062, Goodwill and other intangible assets. The new Section will be applicable to financial statements relating to fiscal years beginning on or after October 1, 2008. Accordingly, the Corporation has adopted the new standards for its fiscal year beginning January 1, 2009. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062. The adoption of this standard is not expected to have an effect on the Corporation's consolidated financial statements. Recently issued accounting pronouncements issued and not yet effective International Financial Reporting Standards ("IFRS") In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for public accountable companies to use IFRS, replacing Canada's own GAAP. The transition date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Corporation for the year ended December 31, 2010. While the Corporation has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time. Business Combinations In January 2009, the CICA issued Handbook Sections 1582 - Business Combinations, 1601 - Consolidated Financial Statements and 1602 - Non-controlling Interests which replace CICA Handbook Sections 1581 - Business Combinations and 1600 - Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards ("IFRS"). Section 1582 is applicable for the Corporation's business combinations with acquisition dates on or after January 1, 2011. Early adoption of this Section is permitted. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. Section 1601 is applicable for the Corporation's interim and annual consolidated financial statements for its fiscal year beginning January 1, 2011. Early adoption of this Section is permitted. If the Corporation chooses to early adopt any one of these Sections, the other two sections must also be adopted at the same time. Other Existing Accounting Policies Inventories These include gold in circuit (WIP) and bulk consumable stores. WIP is valued at the lower of the cost of production, on an average basis, at the various stages of production or net realisable value if the cost of production exceeds the current gold price. Bulk consumable stores are valued at the lower of cost or net realisable value on an average basis. Capital Assets Producing Assets Producing assets are recorded at cost less grants, accumulated amortization and write-downs. Producing plant and equipment assets are amortized using the unit-of-production method on the ratio of tonnes of ore mined or processed to the estimated proven and probable mineral reserves as defined by the Canadian Institute of Mining, Metallurgy and Petroleum. Other producing assets are amortized using the straight line method basis on the estimated useful lives of the assets. The estimated life of the producing assets ranges up to 10 years. Repairs and maintenance expenditures are charged to operations; major improvements and replacements which extend the useful life of an asset are capitalized and amortized over the remaining useful life of that asset. Eersteling Gold Mine remains for sale and is thus presented as an asset for sale in these consolidated financial statements. Non-Producing Assets Non-producing assets are recorded at cost less write downs. At the time of commercial production, the assets are reclassified as producing. During non-producing periods, no amortization is recorded on plant and equipment but vehicles and computer equipment continue to be amortized. Assets held for sale and discontinued operations In 2007 the decision was taken to sell Eersteling Gold Mining Corporation that had been on care and maintenance since 1997. The components held for sale are as follows: Eersteling Gold Mine June 30 December 31 2009 2008 ------------------------- $ $ Capital Assets and mineral properties 712 681 Current Assets 133 106 Current Liabilities 14 16 Asset Retirement obligation 338 314 As a consequence of this decision Eersteling Mine's results for 2009 and preceding years are disclosed under discontinued operations. Revenue from discontinued operations is $Nil ($Nil in 2008 and $58 in 2007). There is no tax applicable to discontinued operations. Mineral Properties Producing Properties When and if properties are placed in production, the applicable capitalized costs are amortized using the unit-of-production method as described above. Blanket Mine was acquired during 2006 and has been consolidated into these results from July 1, 2006 and, as such, has been presented as a producing asset in these consolidated financial statements. Non-Producing Properties Costs relating to the acquisition, exploration and development of non-producing resource properties which are held by the Corporation or through its participation in joint ventures are capitalized until such time as either economically recoverable reserves are established or the properties are sold or abandoned. A decision to abandon, reduce or expand activity on a specific project is based upon many factors including general and specific assessments of mineral reserves, anticipated future mineral prices, anticipated costs of developing and operating a producing mine, the expiration date of mineral property leases, and the general likelihood that the Corporation will continue exploration on the project. However, based on the results at the conclusion of each phase of an exploration program, properties that are not suitable as prospects are re-evaluated to determine if future exploration is warranted and that carrying values are appropriate. The ultimate recovery of these costs depends on the discovery and development of economic ore reserves or the sale of the properties or the mineral rights. The amounts shown for non-producing resource properties do not necessarily reflect present or future values. Foreign Currency Translation Balances of the Corporation denominated in foreign currencies and the accounts of its foreign subsidiaries, except Blanket Mine, are translated into Canadian Dollars using the temporal method as follows: (i) monetary assets and liabilities at period end rates; (ii) all other assets and liabilities at historical rates, and (iii) revenue and expense transactions at the average rate of exchange prevailing during the period. Exchange gains or losses arising on these translations are reflected in income in the year incurred. Blanket is a self-sustaining operation and operates in Zimbabwe in what was a hyper inflationary economy. Due to the dollarization of the economy in February, 2009 the hyper inflationary environment no longer exists. Accordingly the results of these operations are now translated into Canadian Dollars using the current rate method. On January 1, 2009 Blanket's functional currency also changed to US Dollars following the Monetary Policy announcement introducing the use of foreign currency in Zimbabwe for all forms of trade and business. The assets and liabilities of a self-sustaining foreign operation are translated at the rate in effect at the balance sheet date for purposes of incorporation in the financial statements of Caledonia and, therefore, an exchange gain or loss will arise when the exchange rate changes. This exchange gain or loss has no direct effect on the activities of Caledonia. It is inappropriate to incorporate this exchange gain or loss in net income of Caledonia in the period in which it arises; rather, it is reported in the financial statements as a separate component of shareholders' equity and is disclosed as a separate component of accumulated other comprehensive income during the period. In summary the current rate method is as follows: (i) all assets and liabilities at rates at balance sheet date; (ii) revenue and expense transactions at the average rate of exchange prevailing during the period. Foreign exchange loss or profit arising on the translation of revenue and expense items is disclosed in income in the period incurred. Included in the statement of operations, for the six month period ended June 30, is an exchange gain of $559 (loss $760 - 2008 and loss $452 - 2007). Due to the translation of Blanket Mine a loss of $174 (Nil 2008) has been disclosed under accumulated other comprehensive income. ------------------------------------------------------------------------------------------------------------------ Caledonia Mining Corporation Notes to the Consolidated Financial Statements (in thousands of Canadian Dollars unless otherwise indicated and except for share and per share amounts) ------------------------------------------------------------------------------------------------------------------ 1. Investments On May 9, 2002, the Corporation participated in a private placement of the purchase of shares of Motapa Diamonds Inc. ("Motapa") at a cost of $79. The shares of Motapa are listed on the TSX Venture Exchange in Canada. The adoption of CICA Handbook Sections 3855 and 1530, retrospectively from January 1, 2007, determines that the Corporation records its investments in Motapa Diamonds Inc. and in Old Mutual Plc as financial instruments "available for sale" and they are thus recorded at fair value. The fair value of the investment in Motapa Diamonds Inc is $24 ($23 -2008 and $20 - 2007) and the fair value of the shares held in Old Mutual Plc is $4 ($6 - 2008 and $2- 2007). 2. Capital Assets June 30, 2009 -------------------------------------------- Accumulated Net Cost(1) Amortization Book Value ---------- ------------- ----------- $ $ $ Land - plant sites 12 - 12 Plant and equipment - producing(2) 24 6 18 - non-producing(3) 229 229 - Office equipment 913 873 40 Vehicles 387 315 72 -------------------------------------------- 1,565 1,423 142 -------------------------------------------- December 31, 2008 -------------------------------------------- Accumulated Net Cost(1) Amortization Book Value -------------------------------------------- $ $ $ Land - plant sites 12 - 12 Plant and equipment - producing(2) 24 4 20 - non-producing(3) 229 229 - Office equipment 908 858 50 Vehicles 387 296 91 -------------------------------------------- 1,560 1,387 173 -------------------------------------------- (1) Cost is comprised of the original cost of the asset, less write-downs, removal of cost for disposals and government grants. (2) The producing plant and equipment relates to the Blanket operation. (3) The net book value of non-producing plant and equipment represents Zambian operations. 3. Mineral Properties June 30, 2009 -------------------------------------------- Accumulated Net Cost(1) Amortization Book Value -------------------------------------------- Producing: $ $ $ Blanket, Zimbabwe - gold property 5,020 454 4,566 Non-producing - exploration: Rooipoort , South Africa 4,384 - 4,384 Goedgevonden, South Africa(3) - - - Nama, Zambia 6,040 - 6,040 Mulonga, Zambia(2) - - - -------------------------------------------- 15,444 454 14,990 -------------------------------------------- December 31, 2008 -------------------------------------------- Accumulated Net Cost(1) Amortization Book Value -------------------------------------------- Producing: $ $ $ Blanket, Zimbabwe - gold property 5,006 303 4,703 Non-producing - exploration: Rooipoort , South Africa 4,399 - 4,399 Goedgevonden, South Africa(3) - - - Nama, Zambia 5,464 - 5,464 Mulonga, Zambia(2) - - - -------------------------------------------- 14,869 303 14,566 -------------------------------------------- (1) Cost is comprised of the original cost of the asset, less write-downs, removal of cost for disposals and government grants, and includes the capitalized value of the estimated asset retirement obligations. (2) The Corporation had entered into strategic alliances with a third party on a Zambian property (Mulonga) valued at $0 ($1,044 - 2008). The Zambian strategic alliance partner, Motapa Diamonds Inc., has terminated the strategic alliance agreement. The Corporation has applied for a retention licence over the properties. All interest in the strategic alliance will be transferred to the Corporation by Motapa Diamonds Inc. As a consequence of the current economic climate, lack of exploration in the past 2 years and no planned expenditure for 2009, the Mulonga property was fully written down to $Nil at December 31, 2008. It is still the Corporation's intention to form a joint venture with a new strategic partner. (3) Due to the current economic climate, lack of exploration expenditure in the past 2 years, no planned expenditure for 2009 and the fact that prospecting licences are still to be granted, the Goedgevonden property was written down to $Nil at December 31, 2008. The recoverability of the carrying amount of the South African and Zambian mineral properties is dependent upon the availability of sufficient funding to bring the properties into commercial production, the price of the products to be recovered, the exchange rate of the local currency relative to the US Dollar and the undertaking of profitable mining operations. As a result of these uncertainties, the actual amount recovered may vary significantly from the carrying amount. 4. Asset Retirement Obligation June 30 December 31 -------------------------------- 2009 2008 -------------------------------- $ $ Continuing operation Opening balance 839 732 Accretion expense 13 19 Foreign exchange loss (gain) (5) 88 -------------------------------- Closing balance - continuing operations 848 839 -------------------------------- Discontinued operation Opening balance 314 311 Accretion expense 1 20 Sale of Barbrook - (107) Foreign exchange loss (gain) 23 90 -------------------------------- Closing balance - held for sale 338 314 -------------------------------- The asset retirement obligations relate to Blanket Mine $848 ($842 - Q2 2008), and Eersteling Gold Mine $338 ($181 - Q2 2008) and are estimates of costs of rehabilitation at the end of the mine life, increased annually for accretion expense at a rate of 5%. 5. Share Capital (a) Authorized An unlimited number of common shares An unlimited number of preference shares. (b) Issued Number of Shares Amount ------------------------------------ Common shares $ ------------------------------------ Balance - December 31 , 2007 487,869,280 195,006 Issued pursuant to a private placement (i) 12,300,000 1,119 ------------------------------------ Balance - December 31, 2008 500,169,280 196,125 ------------------------------------ Balance - June 30, 2009 500,169,280 196,125 ------------------------------------ (i) In February 2008 the Corporation commenced a private placement to raise additional funds. This placement raised $1,119 after expenses from the sale of 12,300,000 units. Each unit consisted of one common share and one share purchase warrant. (c) Stock Option Plans and Stock-Based Compensation The Corporation has established incentive stock option plans (the "Plans") for employees, officers, directors, consultants and other service providers. Under the Plans, as at June 30, 2009, the Corporation has the following options outstanding: Number of Options Exercise Price Expiry Date ----------------- -------------- ----------- $ 9,950,000 0.235 April 24, 2012 150,000 0.345 June 2, 2012 410,000 0.260 April 29, 2014 4,000,000 0.110 February 15, 2015 1,000,000 0.140 July 10, 2010 300,000 0.125 May 11,2016 1,300,000 0.113 May 31, 2012 1,000,000 0.155 July 1, 2013 15,820,000 0.155 Mar 18, 2013 500,000 0.100 Mar 23, 2014 --------------------------------------- 34,430,000 --------------------------------------- The continuity of the options granted, exercised, cancelled and expired under the Plans during 2009, 2008 and 2007 are as follows: Number of Options Weighted Avg. Exercise Price ----------------- ----------------------------- $ ------------------------------------------------- Options outstanding at December 31, 2007 18,588,000 0.198 Forfeited or expired (1,778,000) (0.28) Granted 17,320,000 0.155 ------------------------------------------------- Options outstanding at December 31, 2008 34,130,000 0.173 Granted 500,000 0.10 Forfeited or expired (200,000) 0.11 ------------------------------------------------- Options outstanding at June 30, 2009 34,430,000 0.1719 ------------------------------------------------- The options to purchase common shares noted above, have been granted to directors, officers, employees and service providers at exercise prices determined by reference to the market value of the common shares on the date of grant. The vesting of options is made at the discretion of the board of directors at the time the options are granted. (d) Warrants The Corporation has no share purchase warrants outstanding as of June 30, 2009: The continuity of warrants issued and outstanding is as follows: Number of Warrants ------------------- Outstanding December 31, 2007 15,437,626 Expired (15,437,626) Issued pursuant to private placements 12,300,000 ------------------- Outstanding December 31, 2008 12,300,000 Expired (12,300,000) ------------------- Outstanding June 30, 2009 - ------------------- 6. Net Income/ (Loss) Per Share The net income/ (loss) per share figures have been calculated using the weighted average number of common shares outstanding during the respective quarter which amounted to 500,169,280 (2008 - 500,169,280 and 2007 - 477,344,698). Fully diluted income/ (loss) per share have not been calculated as it would be anti-dilutive. 7. Accounts Receivable June 30 December 31 Current Assets 2009 2008 ---- ---- Amount owing on Gold Backed Foreign Exchange Bond 2,890 - Amount owing on current gold sales 528 - Other 180 132 ------------------------- 3,598 132 ------------------------- Included in accounts receivable is an amount owing by the Reserve Bank of Zimbabwe ("RBZ") of $2,890 ($1,780 - 2007) for gold sold, plus interest accrued, during 2008. In the monetary policy statement announced by the Governor of the RBZ in February 2009, this debt was converted into a Special Tradable Gold-Backed Foreign Exchange Bond, with a term of 12 months and an 8% interest rate. This bond can be sold to any interested party locally, regionally or internationally at an agreed to time maturity discount. This bond plus interest is guaranteed by RBZ on maturity on February 1, 2010. At June 30, 2009 the Corporation has disclosed this receivable as a current asset at its estimated fair value. The receivable was written down to the estimated fair value at December 31, 2008. Due to the subsequent conversion of the receivable into a bond, the fair value was estimated by applying a risk premium of 18% to the bond value as if converted at the year end. It is the intention of the Corporation to sell the bond before maturity but due to a lack of a market in these bonds, the Corporation classified the receivable as long term, as at December 31, 2008, based on the legal term of the bond to January 31, 2010. 8. Inventory June 30 December 31 2009 2008 ---- ---- Gold work in progress 333 - Consumable stores 1,132 1,059 ------------------------------------------------- 1,465 1,059 ------------------------------------------------- 9. Statement of Cash Flows Items not involving cash are as follows: Three months ended June 30 Six months ended June 30 --------------------------- ------------------------ 2009 2008 2007 2009 2008 2007 ----- ---- ---- ---- ---- ---- $ $ $ $ $ $ Amortization 99 117 3 198 200 11 Rehabilitation accretion 8 11 (75) 14 22 (94) Blanket long term liability - - 28 - (11) - Equity-based compensation expense 8 68 - 15 68 - Translation loss Blanket Mine 101 - - (175) Write down of mineral properties - 495 - 495 Other 12 (93) 10 19 (42) - ---------------------------------------------------------------------- 228 103 461 71 237 412 ---------------------------------------------------------------------- The net changes in non-cash working capital balances for operations are as follows: Three months ended June 30 Six months ended June 30 --------------------------- ------------------------ 2009 2008 2007 2009 2008 2007 ----- ---- ---- ---- ---- ---- $ $ $ $ $ $ Accounts payable 162 (697) (5,756) 420 (1,943) (3,589) Accounts receivable (547) (37) 565 (576) (822) 755 Inventories (346) (146) 3,446 (406) 612 4,068 Prepaid expenses - - 27 9 2 45 Assets held for sale (23) 65 (40) (27) 82 91 --------------------------------------------------------------------- (754) (815) (1,758) (580) (2,069) 1,370 --------------------------------------------------------------------- Supplemental cash flow Information: 2009 2008 2007 ---- ---- ---- $ $ $ Interest paid 37 43 55 Interest received 65 71 - 10. Segmental Information For the six months ended June 30, 2009 -------------------------------------------------------------- Corporate Zimbabwe South Africa Zambia Total --------- -------- ------------ ------ ----- $ $ $ $ $ Revenue from sales - 2,364 - - 2,364 Operating costs - (2,138) (433) - (2,571) General and administrative (1,020) (55) (69) - (1,144) Interest received (paid) 64 (38) 2 - 28 Amortization - (184) (14) - (198) Foreign exchange gains/(loss) 89 231 248 (9) 559 Other income (expense) - - - - - -------------------------------------------------------------- Income (loss) for continuing (867) 180 (266) (9) (962) operations -------------------------------------------------------------- -------------------------------------------------------------- Discontinued operations (loss) (77) (77) Income tax expense - - - - - -------------------------------------------------------------- -------------------------------------------------------------- Net income (loss) for the year (867) 180 (343) (9) (1,039) -------------------------------------------------------------- -------------------------------------------------------------- For the six months ended June 30, 2008 ---------------------------------------------------------------- Corporate Zimbabwe South Africa Zambia Total --------- -------- ------------ ------ ----- $ $ $ $ $ Revenue from sales 3 5,384 - - 5,387 Operating costs - (2,381) (235) - (2,616) General and administrative (973) (25) (159) - (1,089) Interest 67 (43) 4 - 28 Amortization - (195) (7) - (202) Foreign exchange gains/(loss) (31) (1,022) 242 51 (760) Other income (expense) - - (150) - (150) ---------------------------------------------------------------- Income (loss) for continuing (934) 1,718 (305) 51 530 operations ---------------------------------------------------------------- ---------------------------------------------------------------- Discontinued operations (loss) - - (94) - (94) Income tax expense - - - - - ---------------------------------------------------------------- ---------------------------------------------------------------- Net income (loss) for the year (934) 1,718 (399) 51 436 ---------------------------------------------------------------- ---------------------------------------------------------------- 11. Contingent Liability In the Share Sale Agreement dated May 12, 2006 pursuant to which the Corporation purchased 100% of the shares of Blanket, the Corporation agreed that it would, as soon as reasonably practicable after the Closing of the Agreement, cause Blanket to implement a share incentive scheme considered by the Directors to be in the best interests of Blanket, pursuant to which a percentage of the shares of Blanket will be deposited in a Trust for the benefit of the management and employees of Blanket. As at June 30, 2009 no scheme had been established, nor were any shares of Blanket deposited in a Trust for the purposes of such a scheme. The Corporation and the Board of Directors of Blanket have delayed the establishment of the required scheme pending clarity of the anticipated Zimbabwe laws relating to the indigenization of the mining industry, as it is recognized that the Zimbabwean laws will likely have a material impact on the structure of the proposed scheme and the percentage of the issued shares of Blanket required to be put into trust for the purposes of the scheme. 12. Fair Value of Financial Instruments The Corporation has various financial instruments comprising of cash and cash equivalents, trade receivables, investments, accounts payable, bank overdrafts, accrued liabilities and long-term debts. The various assets and liabilities were classified as follows on adoption: (i) Cash and cash equivalents are classified as "assets held for trading". They are stated at fair value and any gains/losses arising on revaluation at the end of each period are included in the statement of operations. We have no derivative financial instruments that would have been classified on a similar basis. (ii) Investments are classified as "assets available for sale". They are presented at fair value and the gains/losses arising from their revaluation at the end of each quarter will be included in other comprehensive income. When a decline in fair value is other than temporary, the accumulated loss that had been recognized directly in other comprehensive income is removed from accumulated other comprehensive income and recognized in net income even though the financial asset has not been derecognized. (iii) Trade receivables are classified under "loans and receivables". They are recorded at their original cost which is deemed their fair value at that time. Subsequent measurement will be at amortized cost using the effective interest rate method. (iv) Bank overdraft is classified as a "financial liability held for trading" as there is a contractual obligation to deliver cash. It is measured at fair value which is book value plus accrued interest. It is stated at fair value and any gains/losses arising on revaluation at the end of each period are included in the statement of operations. (v) Accounts payable and accrued liabilities and long term debt are classified under "other financial liabilities". They are recorded at their fair value at that time. Subsequent measurement will be at amortized cost using the effective interest rate method. 13. Financial Risk Exposure and Risk Management The Corporation is exposed in varying degrees to a variety of financial instrument related risks by virtue of its activities. The overall financial risk management program focuses on preservation of capital, and protecting current and future Corporation assets and cash flows by reducing exposure to risks posed by the uncertainties and volatilities of financial markets. The Board of Directors has responsibility to ensure that adequate financial risk management is established. The Corporation's Audit Committee oversees management's compliance with the Corporation's financial risk management. The types of risk exposure and the way in which such exposures are managed are as follows: i) Currency Risk As the Corporation operates in an international environment, some of the Corporation's financial instruments and transactions are denominated in currencies other than the Canadian Dollar. The results of the Corporation's operations are subject to currency transaction risk and currency translation risk. The operating results and financial position of the Corporation are reported in Canadian Dollars in the Corporation's consolidated financial statements. The fluctuation of the Canadian Dollar in relation to other currencies will consequently have an impact upon the profitability of the Corporation and may also affect the value of the Corporation's assets and the amount of shareholders' equity. A significant portion of the Corporation's assets and liabilities are denominated in South African Rand and United States Dollars. Management do not consider that the fluctuation of the value of these currencies to the Canadian Dollar could have a significant impact on the results of operations. Blanket Mine operations are now transacted using the United States Dollar as the functional currency. As a result of the introduction of the US Dollar as legal tender in Zimbabwe the hyperinflationary environment has decreased dramatically. The shareholder loan account in Zimbabwe is denominated in US Dollars and will generate foreign exchange losses for Blanket Mine depending on the exchange rate between the US dollar and the Canadian Dollar. The fair values of these financial instruments approximate their carrying values, unless otherwise noted. The Corporation does not use any derivative instruments to reduce its foreign currency risks. Below is a summary of the cash or near cash items denominated in a currency other than the Canadian Dollar that would be affected by changes in exchanges rates relative to the Canadian Dollar. -------------------------------------------------- $000 US Dollars SA Rand -------------------------------------------------- Cash 14 1,902 -------------------------------------------------- Accounts Receivable 3,173 1,394 -------------------------------------------------- Accounts Payable 979 365 -------------------------------------------------- The table below illustrates by how much a 1% change in the rate of exchange between the Canadian Dollar and the currencies above will affect net income. -------------------------------------------------- $000 US Dollars SA Rand -------------------------------------------------- Cash - 3 -------------------------------------------------- Accounts Receivable 27 2 -------------------------------------------------- Accounts Payable 8 1 -------------------------------------------------- ii) Interest Rate Risk Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Unless otherwise noted, it is the opinion of management that the Corporation is not exposed to significant interest rate risk as it is debt free and only utilizes overdraft facilities for short periods if necessary. As a result of Blanket Mine being brought back into production (see Note 16) working capital borrowings will increase in Zimbabwe. The working capital loans will be US Dollar denominated and will attract interest rates of approximately 6% pa. It is the intention of Blanket to borrow further funds to complete the No 4 shaft expansion project. No acceptable term sheet has been received for these loans and thus the interest rate is unknown. The Corporation's cash and cash equivalents include highly liquid investments that earn interest at market rates. The Corporation manages its interest rate risk by endeavoring to maximize the interest income earned on excess funds while maintaining the liquidity necessary to conduct operations on a day-to-day basis. The Corporation's policy focuses on preservation of capital and limits the investing of excess funds to liquid term deposits in "A" grade financial institutions. Fluctuations in market interest rates have not had a significant impact on the Corporation's results of operations due to the short-term to maturity of the investments held. iii) Concentration of Credit Risk Credit risk is the risk of a financial loss to the Corporation if a gold sales customer fails to meet its contractual obligation. Credit risk arises principally from the Corporation's receivables from the Reserve Bank of Zimbabwe ("RBZ") who was the sole buyer of gold produced in Zimbabwe, in terms of legislation. At December 31, 2008 the RBZ owed Blanket US$2,400,000 (at fair value). The amount owed to Blanket was converted into a Special Tradable Gold-backed Foreign Exchange Bond ("Bond") by RBZ following the Monetary Policy announcement on February 2, 2009 that has the following features; - Term of 12 months - Interest at 8% pa on maturity on February 1, 2010. - Bond may be sold locally, regionally or internationally at an agreed price - RBZ will honour the full principal plus interest on maturity The lack of foreign currency in Zimbabwe affects all business sectors and management maintains close relations with RBZ to ensure payments are made whenever necessary, to sustain operations, within the capabilities of the RBZ. iv) Liquidity Risk Liquidity risk is the risk that the Corporation will not be able to meet its financial obligations as they fall due. The Corporation manages its liquidity by ensuring that there is sufficient capital to meet short and long term business requirements, after taking into account cash flows from operations and the Corporation's holdings of cash and cash equivalents. The Corporation believes that these sources will be sufficient to cover the likely short and long term cash requirements. Senior management is also actively involved in the review and approval of planned expenditures by regularly monitoring cash flows from operations and anticipated investing and financing activities. v) Commodity Price Risk The value of the Corporation's mineral resource properties is related to the price of gold, platinum and cobalt, and the outlook for these minerals. In addition, adverse changes in the price of certain raw materials can significantly impair the Corporation's cash flows. Gold prices historically have fluctuated widely and are affected by numerous factors outside of the Corporation's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and macro-economic variables, and certain other factors related specifically to gold. In the Monetary Policy Announcement made by RBZ on February 2, 2009, Blanket became eligible to export its gold to a refiner of its choice and to receive 100% of the proceeds in US Dollars paid into its foreign currency account at a Zimbabwean commercial bank. As a result of this announcement, Blanket resumed mining operations on April 7, 2009 after receiving all the necessary licenses from the Ministry of Finance and the RBZ. 14. Capital Management The Corporation's objectives when managing capital are to safeguard its ability to continue as a going concern in order to pursue the mining operations and exploration potential of the mineral properties. The Corporation's capital includes, short-term debt, long-term debt and equity, comprising issued common shares, contributed surplus and retained earnings. The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to maintain its ongoing operations, to provide returns for shareholders and benefits for other stakeholders and to pursue growth opportunities. To secure additional capital to pursue these plans, the Corporation may attempt to raise additional funds through borrowing and/or the issuance of equity, debt or by securing strategic partners. In order to maximize ongoing exploration efforts, the Corporation does not pay dividends. As at June 30, 2009, the Corporation is not subject to externally imposed capital requirements and there has been no change with respect to the overall capital risk management strategy. As at June 30, 2009 As at December 31, 2008 $000 -------------------------------------------------------------- Issued common shares 196,125 196,125 Contributed surplus 1,917 1,902 Other comprehensive income (157) 3 Deficit (177,873) (176,834) -------------------------------------------------------------- Total 20,012 21,196 -------------------------------------------------------------- 15. Comparative Figures The prior period figures have been reclassified to conform to the current presentation. Directors and Management at June 30, 2009 BOARD OF DIRECTORS OFFICERS G.R. Pardoe (1)(2)(3)(4)(5) G.R. Pardoe (1)(2)(3)(4)(5) Chairman of the Board, Chairman of the Board, Johannesburg, South Africa Johannesburg, South Africa S. E. Hayden (3)(4)(5) S. E. Hayden (3)(4)(5) President and Chief Executive Officer President and Chief Executive Officer Johannesburg, South Africa Johannesburg, South Africa J. Johnstone S. R. Curtis (5) Retired Mining Engineer Vice-President Finance and Chief Financial officer Gibsons, British Columbia, Canada Johannesburg, South Africa F C. Harvey (1) Dr. T. Pearton Retired Executive Vice President Exploration Oakville, Ontario, Canada Johannesburg, South Africa C. R. Jonsson (2)(3)(5) J.M. Learmonth Principal of Tupper Jonsson& Yeadon Vice-President Business Development Barristers & Solicitors Johannesburg, South Africa Vancouver, British Columbia, Canada BOARD COMMITTEES (1) Audit Committee R. W. Babensee (1)(2) (2) Compensation Committee Chartered Accountant - Retired (3) Corporate Governance Committee Toronto, Ontario, Canada (4) Nominating Committee (5) Disclosure Committee S. R. Curtis (5) Vice-President Finance and Chief Financial officer Johannesburg, South Africa Corporate Directory CORPORATE OFFICES SOLICITORS Canada - Head Office Borden Ladner Gervais LLP Caledonia Mining Corporation Suite 4100, Scotia Plaza Suite 1201, 67 Yonge Street 40 King Street West Toronto, Ontario M5E 1J8 Canada Toronto, Ontario M5H 3Y4 Canada Tel:(1)(416) 369-9835 Fax:(1)(416) 369-0449 Tupper, Jonsson & Yeadon info@caledoniamining.com 1710-1177 West Hastings St, Vancouver, British Columbia V6E 2L3 Canada South Africa - Africa Office Greenstone Management Services (Pty) Ltd. AUDITORS P.O. Box 834 BDO Dunwoody LLP Saxonwold 2132 Chartered Accountants South Africa Suite 3300, 200 Bay Street Tel: (27)(11) 447-2499 Fax: (27)(11) 447-2554 Royal Bank Plaza, South Tower Toronto, Ontario M5J 2J8 Canada Zambia Caledonia Mining (Zambia) Limited REGISTRAR & TRANSFER AGENT P.O. Box 36604 Equity Transfer Services Inc. Lusaka, Zambia Suite 400 200 University Ave Tel:(260)(1) 29-1574 Fax(260)(1) 29-2154 Toronto, Ontario M5H 4H1 Canada Tel: (416) 361-0152 Fax:(416) 361-0470 Zimbabwe Caledonia Holdings Zimbabwe (Limited) BANKERS P.O. Box CY1277 Canadian Imperial Bank of Commerce Causeway, Harare 6266 Dixie Road Zimbabwe Mississauga, Ontario L5T 1A7 Canada Tel: (263)(4)701151/4 Fax:(263)(4)702248 NOMADS AND BROKERS (AIM) CAPITALIZATION at August 07, 2009 RBC Capital Markets Authorised: Unlimited 71 Queen Victoria Street Shares, Warrants and Options Issued: London EC4V 4DE Common Shares: 500,169,280 Tel: +44 20 7653 4000 Warrants: Nil Options: 34,430,000 SHARES LISTED Toronto Stock Exchange Symbol "CAL" NASDAQ OTC BB Symbol "CALVF" London "AIM" Market Symbol "CMCL" Web Site: http://www.caledoniamining.com Caledonia Mining Corp

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