[ ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Common Shares, without par value 52,173,908 |
ITEM 1 - Identity of Directors, Senior Management and Advisers
|
9
|
|
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE
|
9
|
|
ITEM 3 - KEY INFORMATION
|
9
|
|
A.
|
Selected Financial Data
|
9
|
B.
|
Capitalization and Indebtedness
|
10
|
C.
|
Reasons for the Offer and Use of Proceeds
|
10
|
D.
|
Risk Factors
|
10
|
ITEM 4 - INFORMATION ON THE COMPANY
|
18
|
|
A.
|
History and Development of the Company
|
18
|
B.
|
Business Overview
|
20
|
C.
|
Organizational Structure
|
29
|
D.
|
Property, Plant and Equipment
|
29
|
ITEM 4A - UNRESOLVED STAFF COMMENTS
|
30
|
|
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
30
|
|
A.
|
Operational Results
|
30
|
B.
|
Liquidity and Capital Resources
|
35
|
C.
|
Research and development, patents and licences
|
36
|
D.
|
Trend Information
|
36
|
E.
|
Off-Balance Sheet Arrangements
|
36
|
F.
|
Tabular Disclosure of Contractual Obligations
|
36
|
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
37
|
|
A.
|
Directors and Senior Management
|
37
|
B.
|
Compensation
|
40
|
C.
|
Board Practices
|
40
|
D.
|
Employees
|
41
|
E.
|
Share Ownership
|
42
|
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
44
|
|
A.
|
Major Shareholders
|
44
|
B.
|
Related Party Transactions
|
44
|
C.
|
Interests of Experts and Counsel
|
45
|
ITEM 8 - FINANCIAL INFORMATION
|
45
|
|
A.
|
Consolidated Statements and Other Financial Information
|
45
|
B.
|
Significant Changes
|
46
|
ITEM 9 - THE OFFERING AND LISTING
|
46
|
|
A.
|
Offering and Listing Details
|
46
|
ITEM 10 - ADDITIONAL INFORMATION
|
49
|
|
A.
|
Share Capital
|
49
|
B.
|
Articles of Association
|
49
|
C.
|
Material Contracts
|
50
|
D.
|
Exchange Controls
|
50
|
E.
|
Taxation
|
50
|
F.
|
Dividends and Paying Agents
|
55
|
G.
|
Statement by Experts
|
55
|
H.
|
Documents on Display
|
55
|
I.
|
Subsidiary Information
|
56
|
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
56
|
|
A.
|
Currency Risk
|
56
|
B.
|
Interest Rate Risk
|
57
|
C.
|
Concentration of Credit Risk
|
57
|
D.
|
Liquidity Risk
|
57
|
E.
|
Commodity Price Risk
|
57
|
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
58
|
|
ITEM 13 - DEFAULTS, DIVIDEND ARREARS AND DELINQUENCIES
|
58
|
|
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
58
|
|
ITEM 15 - CONTROLS AND PROCEDURES
|
58
|
|
ITEM 16A - AUDIT COMMITTEE FINANCIAL EXPERT
|
60
|
|
ITEM 16B - CODE OF ETHICS
|
60
|
|
ITEM 16C - PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
60
|
|
ITEM 16D - EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
60
|
|
ITEM 16E - PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|
61
|
|
ITEM 16F - CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
|
61
|
|
ITEM 16G - CORPORATE GOVERNANCE
|
61
|
|
ITEM 16H - MINE SAFETY DISCLOSURE
|
61
|
|
ITEM 17 - FINANCIAL STATEMENTS
|
61
|
|
ITEM 18 - FINANCIAL STATEMENTS
|
61
|
|
ITEM 19 – EXHIBITS
|
62
|
A.
|
Selected Financial Data
|
Financial – All in USD'000's unless indicated otherwise
|
2015
|
2014
(2)
|
2013
(2)
|
2012
(2)
|
2011
(2)
|
Revenue
|
48,977
|
53,313
|
63,217
|
75,236
|
56,306
|
Gross Profit
|
13,181
|
18,543
|
29,010
|
40,923
|
29,430
|
Expense - (General and administration, interest and foreign exchange including provisions and impairments)
|
(5,221)
|
(6,615)
|
(19,878)
|
(20,980)
|
(8,613)
|
Net Income /(Loss) – after tax from operations
|
5,590
|
5,946
|
(477)
|
7,122
|
12,261
|
Net Income /(Loss) – after income taxes from continuing operations
|
5,590
|
5,946
|
(477)
|
7,122
|
12,261
|
Profit attributable to owners of the Company
|
4,779
|
4,435
|
(2.967)
|
8,515
|
12,261
|
Net cash and cash equivalent
|
10,880
|
23,082
|
21,901
|
28,125
|
9,075
|
Current Assets
|
23,562
|
31,743
|
33,800
|
35,525
|
17,800
|
Total Assets
|
72,838
|
66,479
|
65,072
|
72,297
|
51,380
|
Current Liabilities
|
8,397
|
4,972
|
7,044
|
9,341
|
4,477
|
Long Term Liabilities
|
14,080
|
11,164
|
9,437
|
6,973
|
7,669
|
Working Capital
|
15,165
|
26,771
|
26,756
|
26,184
|
13,323
|
Net Assets
|
50,361
|
50,343
|
48,591
|
55,983
|
39,233
|
Total Capital Expenditures including Mineral Properties (Cash)
|
16,567
|
6,150
|
11,396
|
7,910
|
8,620
|
Dividend per share – cents
1
|
4.8
|
5.4
|
9.8
|
-
|
-
|
Earnings per share – cents
1
|
8.9
|
8.4
|
(5.4)
|
17.2
|
24.0
|
Diluted earnings per share – cents
1
|
8.9
|
8.4
|
(5.4)
|
17.2
|
24.0
|
2015
|
2014
|
2013
|
2012
|
2011
|
|
Market Capitalization (USD Thousands) at December 31
|
32,209
|
31,791
|
39,088
|
46,301
|
55,060
|
Shares Outstanding (Thousands)
(1)
|
52,078
|
52,117
|
52,117
|
51,446
|
50,549
|
Options Outstanding (Thousands)
(1)
|
2,241
|
2,565
|
2,848
|
3,330
|
4,254
|
B.
|
Capitalization and Indebtedness
|
C.
|
Reasons for the Offer and Use of Proceeds
|
D.
|
Risk Factors
|
-
|
cancellation or renegotiation of contracts;
|
-
|
changes in local and foreign laws and regulations;
|
-
|
changes in tax laws;
|
-
|
delays or refusal in granting prospecting permissions, mining authorizations and work permits for foreign management staff;
|
-
|
environmental controls and permitting;
|
-
|
expropriation or nationalization of property or assets;
|
-
|
foreign exchange controls;
|
-
|
government mandated social expenditures;
|
-
|
import and export regulation, including restrictions on the sale of their production in foreign currencies;
|
-
|
industrial relations and the associated stability thereof;
|
-
|
inflation of cost that is not compensated for by a currency devaluation;
|
-
|
requirement that a foreign subsidiary or operating unit have a domestic joint venture partner, which, possibly, the foreign company must subsidize;
|
-
|
restrictions on the ability of local operating companies to sell their production for foreign currencies, and on the ability of such companies to hold these foreign currencies in offshore and/or local bank accounts;
|
-
|
restrictions on the ability of a foreign company to have management control of exploration and/or development and/or mining operations;
|
-
|
restrictions on the remittance of dividend and interest payments offshore;
|
-
|
retroactive tax or royalty claims;
|
-
|
risks of loss due to civil strife, acts of war, guerrilla activities, insurrection and terrorism;
|
-
|
royalties and tax increases or claims by governmental entities;
|
-
|
unreliable local infrastructure and services such as power, water, communications and transport links;
|
-
|
demands or actions by native or indigenous groups;
|
-
|
other risks arising out of foreign sovereignty over the areas in which operations are conducted; and
|
-
|
lack of investment funding;
|
·
|
actual or expected fluctuations in our operating results;
|
·
|
actual or expected changes in our growth rates or our competitors' growth rates;
|
·
|
changes in the market price of gold;
|
·
|
changes in the demand for gold;
|
·
|
high extraction costs;
|
·
|
accidents;
|
·
|
changes in market valuations of similar companies;
|
·
|
additions to or departures of our key personnel;
|
·
|
actual or anticipated fluctuations in our quarterly operating results or those of our competitors;
|
·
|
publication of research reports by securities analysts about us or our competitors in the industry;
|
·
|
our failure or the failure of our competitors to meet analysts' projections or guidance that we or our competitors may give to the market;
|
·
|
fluctuations of exchange rates between the U.S. dollar and the South African rand;
|
·
|
changes or proposed changes in laws and regulations affecting the gold mining industry;
|
·
|
changes in trading volume of our common shares on the TSX, the AIM or the OTCQX;
|
·
|
sales or perceived potential sales of our common shares by us, our directors, senior management or our shareholders in the future;
|
·
|
short selling or other market manipulation activities;
|
·
|
announcement or expectation of additional financing efforts;
|
·
|
terrorist acts, acts of war or periods of widespread civil unrest;
|
·
|
natural disasters and other calamities;
|
·
|
litigation involving us, including: shareholder litigation, investigations or audits by regulators into our operations; or proceedings initiated by our competitors or clients;
|
·
|
strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
|
·
|
the passage of legislation or other regulatory developments affecting us or our industry;
|
·
|
fluctuations in the valuation of companies perceived by investors to be comparable to us; and
|
·
|
conditions in the U.S., Canadian and United Kingdom financial markets or changes in general economic conditions.
|
·
|
the last day of the fiscal year during which we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five years by the SEC or more;
|
·
|
the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;
|
·
|
the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non- convertible debt; or
|
·
|
the date on which we are deemed to be a "large accelerated filer", as defined in Rule 12b–2 of the Exchange Act, which would occur if the market value of our common shares that are held by non-affiliates exceeds $700,000,000 as of the last day of our most recently-completed second fiscal quarter.
|
A.
|
History and Development of the Company
|
·
|
the Company has no commercial operations in Canada, hence there is no reason for it to be domiciled in Canada and subject to Canadian taxes and the compliance costs associated with being a Canadian tax entity;
|
·
|
Jersey is more conveniently located in relation to the Company's operations in Southern Africa and the majority of its shareholder base which ranges from continental Europe to South Africa and North America; and
|
·
|
Canadian withholding tax, which is currently applicable to dividends paid to the Company's shareholders outside Canada, will be eliminated.
|
African Office - South Africa | Registered Office |
Caledonia Mining South Africa Proprietary Limited | 43-45 La Motte Street |
4 th Floor, 1 Quadrum office park | Jersey Channel Islands |
Johannesburg, Gauteng, 2198 | JE4 8SD |
South Africa | (44) 1534 702 800 |
·
|
Sold a 16% interest to the National Indigenisation and Economic Empowerment Fund ("NIEEF") for $11.74 million.
|
·
|
Sold a 15% interest to Fremiro, which is owned by Indigenous Zimbabweans, for $11.01 million.
|
·
|
Sold a 10% interest to Blanket Employee Trust Services (Private) Limited ("BETS") for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (Employee Trust) with Blanket Mine's employees holding participation units in the Employee Trust.
|
·
|
And donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (Community Trust). In addition Blanket Mine paid a non-refundable donation of $1 million to the Community Trust.
|
·
|
Caledonia Holdings Zimbabwe (Private) Limited subscribed for 4,755,556 Founder shares with a par value of $0.012 at $1.051;
|
·
|
A-class shareholders (NIEEF, BETS and Fremiro) subscribed for 3,979,140 A-class shares with a par value of $0.005 at $0.57; and
|
·
|
GCSOT subscribed for 970,522 B class shares with a par value of $0.005 for a nominal amount of $4,852
|
B.
|
Business Overview
|
Mineral Resource Category
|
Tonnes
(metric)
|
Grade
(Au g/t)
|
Gold Content (ounces)
|
Measured Resources
|
1,572,733
|
3.91
|
197,606
|
Indicated Resources
|
2,478,902
|
3.77
|
300,288
|
Total Measured and Indicated
|
4,051,635
|
3.82
|
497,895
|
Inferred Resources*
|
3,344,831
|
5.11
|
549,963
|
Mineral Reserve Category
|
Tonnes
(metric)
|
Grade
(Au g/t)
|
Gold Content (ounces)
|
Proven Reserves
|
856,005
|
3.40
|
93,638
|
Probable Reserves
|
2,077,828
|
3.78
|
252,758
|
Total Proven & Probable Reserves
|
2,933,833
|
3.67
|
346,396
|
·
|
a cut-off grade (pay limit) of 2.11 g/t based on a gold price of US$1200/oz was applied for the Mineral Resources;
|
·
|
a pay limit of 2.30 g/t based on a gold price of US$1100/oz was applied for Mineral Reserves;
|
·
|
tonnages were increased by 7.5% to allow for dilution at zero grade and the grade adjusted accordingly; and
|
·
|
a metallurgical recovery of 93% was applied, marginally less than the 4 year historical 93.2% recovered grade.
|
Mineral Resource Category
|
Tonnes
(metric)
|
Grade
(Au g/t)
|
Gold Content (ounces)
|
Measured Resources
|
1,412,100
|
3.91
|
177,700
|
Indicated Resources
|
3,334,800
|
4.30
|
460,700
|
Total Measured and Indicated
|
4,746,900
|
4.18
|
638,400
|
Inferred Resources*
|
2,591,000
|
5.03
|
419,000
|
Mineral Reserve Category
|
Tonnnes
(metric)
|
Grade
(Au g/t)
|
Gold Content (ounces)
|
Proven Reserves
|
717,700
|
3.41
|
78,640
|
Probable Reserves
|
1,912,200
|
3.56
|
218,860
|
Total Proven & Probable Reserves
|
2,629,900
|
3.52
|
297,500
|
Classification
|
2013
|
2014
|
2015
|
Fatal
|
1
|
-
|
1
|
Lost time injury
|
12
|
6
|
8
|
Restricted work activity
|
21
|
31
|
31
|
First aid
|
8
|
8
|
15
|
Medical aid
|
10
|
8
|
5
|
Occupational illness
|
-
|
-
|
-
|
Total
|
52
|
53
|
60
|
Incidents
|
52
|
39
|
47
|
Near misses
|
17
|
9
|
14
|
Disability Injury Frequency Rate
|
0.745
|
0.69
|
0.508
|
Total Injury Frequency Rate
|
3.135
|
3.415
|
3.403
|
Man-hours worked (thousands)
|
3,233
|
3,201
|
3,532
|
Payments to the Community and the Zimbabwe Government
(US$'000's)
|
|||||
Community and Social Investment
|
Payments to GCSOT
|
Payments to Zimbabwe Government
|
Total
|
||
Year 2013
|
2,147
|
2,000
|
15,354
|
19,501
|
|
Year 2014
|
35
|
-
|
12,319
|
12,354
|
|
Year 2015
|
58
|
-
|
7,376
|
7,376
|
Blanket Mine Production Statistics
|
|||||
Tonnes Milled
(t)
|
Gold Head (Feed) Grade (g/t Au)
|
Gold Recovery
(%)
|
Gold Produced
(oz)
|
||
Year 2013
|
392,320
|
3.88
|
93.3
|
45,530
|
|
Year 2014
|
390,735
|
3.55
|
93.4
|
41,771
|
|
Year 2015
|
440,079
|
3.25
|
93.0
|
42,804
|
|
January 2016
|
40,905
|
3.20
|
93.0
|
3,915
|
i.
|
On-mine Cost per ounce
, which shows the on-mine cash costs of producing an ounce of gold;
|
ii.
|
All-in Sustaining Cost per ounce
, which shows the On-mine Cost per ounce
plus
additional costs incurred outside the mine (i.e. at offices in Harare, Johannesburg and Toronto) and the costs associated with maintaining the operating infrastructure and resource base that are required to maintain production at the current levels; and
|
iii.
|
All-in Cost per ounce
, which shows the All-in Sustaining Cost per ounce
plus
the additional costs associated with activities that are undertaken with a view to increasing production.
|
Resource Category
|
Tonnage
|
Width
|
Au
|
Au Content
|
Ounces
|
T
|
m
|
g/t
|
kg
|
oz.
|
|
Measured & Indicated Resource
|
182,301
|
3.90
|
4.41
|
805
|
25,872
|
Inferred Resource
|
110,242
|
2.73
|
2.87
|
316
|
10,173
|
Resource Category
|
Tonnage
|
Width
|
Au
|
Au Content
|
Ounces
|
t
|
m
|
g/t
|
kg
|
oz.
|
|
Measured & Indicated Resource (North P.)
|
135,538
|
2.48
|
3.74
|
507
|
16,288
|
Inferred Resource (Mascot Main)
|
69,587
|
2.53
|
8.23
|
573
|
18,416
|
C.
|
Organizational Structure
|
Subsidiaries of the Company
|
Country of Incorporation
|
Percentage held by Company
|
Caledonia Mining South Africa Proprietary Limited
|
South Africa
|
100
|
Greenstone Management Services Limited
|
United Kingdom
|
100
|
Blanket Mine (1983) (Private) Limited
(1)
|
Zimbabwe
|
49
|
(1)
Blanket Mine (1983) (Private) Limited does not have any subsidiary companies.
|
D.
|
Property, Plant and Equipment
|
A.
|
Operational Results
|
Year 2014
|
Year 2015
|
Comment
|
|
Gold produced (oz)
|
41,771
|
42,804
|
Gold production increased 2015 due to higher tonnes milled, offset by a lower grade.
|
On-mine cost (US$/oz)
(1
)
|
652
|
701
|
On-mine costs increased in 2015 due to the lower average grade which outweighed the overall reduction in cost per tonne milled.
|
All-in Sustaining Cost (US$/oz)
(1)
("AISC")
|
969
|
1,038
|
All-in sustaining costs increased in 2015 due to the increased sustaining capital investment in the revised investment plan.
|
Year 2013
|
Year 2014
|
Comment
|
|
Gold produced (oz)
|
45,530
|
41,771
|
Gold production in 2014 was adversely affected by the lower head grade.
|
On-mine cost (US$/oz)
(1)
|
613
|
652
|
On-mine costs for 2014 were higher than 2013 due to lower sales which means that on-mine fixed costs are spread over fewer ounces.
|
All-in Sustaining Cost (US$/oz)
(1)
("AISC")
|
973
|
969
|
AISC decreased due to lower royalties, lower refining charges, lower community costs and lower sustaining capital investment the combined effects of which were reduced by higher administrative costs.
|
Year 2014
|
Year 2015
|
Comment
|
|
Gold Sales (oz)
|
42,927
|
42,943
|
Sales in 2015 were little changed from 2014 and reflect a 2.5% increase in production which was offset by increased work in progress.
|
Average realised gold price (US$/oz)
(1)
|
1,245
|
1,140
|
Lower realised gold prices in 2015 primarily due to the lower quoted gold price.
|
Gross profit ($'m)
|
18,5
|
13,1
|
Gross profit was lower in 2015 due to the lower realised gold price, the effect of which was offset in Q4 of 2015 by higher production and sales, and increased production costs.
|
Net profit attributable to shareholders ($'m)
|
4,4
|
4,7
|
The effect of lower revenues was outweighed by a foreign exchange gain arising from the devaluation of the South Africa rand against the US dollar and lower taxation.
|
Adjusted basic earnings per share
(cents)
(1)
|
10.4
|
8.1
|
Adjusted basic earnings per share
excludes impairment charges, foreign exchange profits or losses, indigenisation expenses, deferred taxation and tax adjustments in respect of prior years and the costs of the Zambian operation.
|
Cash and cash equivalents ($'m)
|
23,1
|
10,9
|
Caledonia's cash is held in Canadian, UK, Zimbabwean and South African banks.
|
Net cash from operating activities ($'m)
|
10,9
|
6,8
|
Cash flow in 2015 was lower due to the lower realised gold price.
|
Reconciliation of Average Realised Gold Price to IFRS
($'000's)
|
|||||
2013
|
2014
|
2015
|
|||
Revenue (IFRS)
|
63,217
|
53,513
|
48,977
|
||
Revenues from sales of silver
|
(78)
|
(61)
|
(48)
|
||
Revenues from sales of gold
|
63,139
|
53,452
|
48,929
|
||
Gold ounces sold (oz)
|
45,048
|
42,927
|
42,943
|
||
Average realised gold price per ounce (US$/oz)
|
1,402
|
1,245
|
1,139
|
Reconciliation of Adjusted Earnings per Share to IFRS Profit/(Loss) Attributable to Owners of the Company
($'000's unless otherwise indicated)
|
|||||
2013
|
2014
|
2015
|
|||
Profit /(loss) attributable to owners of the Company (IFRS)
|
(2,967)
|
4,435
|
4,779
|
||
Blanket Mine Employee Trust adjustment (refer note 18 to the Audited Consolidated Financial Statements) Add back/(deduct) amounts attributable to owners of the company in respect of:
|
158
|
(48)
|
(100)
|
||
Foreign exchange gain
|
(2,865)
|
(1,065)
|
(2,850)
|
||
Indigenisation expenses
|
2,586
|
-
|
-
|
||
Asset impairment
|
13,789
|
178
|
-
|
||
Deferred tax
|
2,121
|
706
|
2,567
|
||
Reversal of withholding tax on dividend in specie
|
1,486
|
-
|
-
|
||
Reversal of Zambian G&A office cost
|
-
|
896
|
716
|
||
Over-accrual for prior year GMS UK tax
|
-
|
-
|
(871)
|
||
Prior year adjustment in respect of South African tax
|
-
|
306
|
(765)
|
||
South African tax penalties and interest
|
-
|
-
|
744
|
||
Adjusted profit
|
14,308
|
5,405
|
4,220
|
||
Weighted average shares in issue (m)
|
52,117
|
52,117
|
52,095
|
||
Adjusted EPS (cents)
|
27.4
|
10.4
|
8.1
|
2015
|
2014
|
2013
|
||
Bank balances
|
12,568
|
23,082
|
23,580
|
|
Cash and cash equivalents in the statement of financial position
|
12,568
|
23,082
|
23,580
|
|
Bank overdraft used for cash management purposes
|
(1,688)
|
-
|
(1,679)
|
|
Cash and cash equivalents in the statement of cash flows
|
10,880
|
23,082
|
21.901
|
B.
|
Liquidity and Capital Resources
|
C.
|
Research and development, patents and licences
|
D.
|
Trend Information
|
E.
|
Off-Balance Sheet Arrangements
|
F.
|
Tabular Disclosure of Contractual Obligations
|
Payments due by Period – in thousands of US Dollars
|
|||||
Within 1
Year
|
1-3 years
|
3-5 years
|
More than
5 years
|
Total
|
|
Trade and other payables
|
6,656
|
-
|
-
|
-
|
6,656
|
Asset retirement obligations
|
-
|
-
|
-
|
2,762
|
2,762
|
Capital expenditure commitments (refer note 12 of the Consolidated Financial Statements)
|
1,376
|
-
|
-
|
-
|
1,376
|
A.
|
Directors and Senior Management
|
Name, Office Held and Municipality of Residence
|
Principal Occupations During Past Five Years
|
Positions held Since
|
Number of Shares Beneficially Owned, Controlled or Directed as of March 30, 2016
|
|
James Johnstone
(2)(4)(6)(7)
Director Gibsons, British Columbia, Canada |
Retired. Formerly Chief Operating Officer of the Company and Director of several of its subsidiary companies.
|
1997
|
28,000
|
|
Steven Curtis
(5)(7)
President, Chief Executive Officer & Director Johannesburg, South Africa |
Financial Director Avery Dennison SA (Pty) Ltd. until March 2006. Since then, VP Finance, Chief Financial Officer and Director of the Company and Director of certain of its subsidiary companies.
|
Director since 2008
President and Chief Executive since 2014
|
365,000
|
|
Leigh Wilson
(1)(2)(3)(4)(7)
Director
Stuart, Florida, USA
|
Chairman of the Victory Portfolios
Winston Maritime LLC
FundVantage Trust
Stella and Hack Wilson Family Foundation
|
2012
|
72,500
|
|
John Kelly
(1)(2)(3)(7)
Director
New Canaan, Connecticut
|
Partner at Endgate Commodities LLC, Member of CrossRoad LLC, Director of Liquidnet Europe Ltd, Officer of Liquidnet Holdings, Inc.
|
2012
|
57,465
|
|
Johan Holtzhausen
(1)(2)(4)(5)(6)(7)
Director, Cape Town, South Africa |
Business consultant and ex Audit partner of KPMG Inc. Director of DRDGOLD Limited and First Food Brands Limited. Strategic Partners In Tourism NPC and Tourism Micro Enterprises Support Fund NPC
|
2013
|
Nil
|
Name, Office Held and Municipality of Residence
|
Principal Occupations During Past Five Years
|
Positions held Since |
Number of Shares Beneficially Owned, Controlled or Directed as of March 30, 2016
|
|
Dana Roets
(6)(7)
Chief Operating Officer Johannesburg, South Africa |
VP and Head of Operations at Kloof Gold Mine. More recently, Dana was the COO at Great Basin Gold which had gold mining operations in the United States of America and South Africa.
|
2013
|
Nil
|
|
Mark Learmonth
(5)(7)
VP Finance, Chief Financial Officer & Director Johannesburg, South Africa |
Vice-President of the Company focused on financial reporting, investor and shareholder relations and corporate development. Former Vice-President Business Development, of the Company
|
Director since 2015
Vice-President, Business Development since 2008
|
224,230
|
|
Trevor Pearton
(5)
(6)(7)
Vice-President Exploration Johannesburg, South Africa |
Vice-President of the Company acting as Exploration Manager of the Company and its subsidiaries
|
2004
|
Nil
|
|
David Henderson
(6)
Director
Oakville, Ontario, Canada
|
A principal of Dyad Corporation providing project management services to various mining clients
|
2015
|
17,200
|
B.
|
Compensation
|
(1)
|
Bonuses paid to Directors and key management (Refer note 27 of the Consolidated Financial Statements)
|
C.
|
Board Practices
|
Audit
|
Compensation
|
Governance
|
Nominating
|
Disclosure
|
J Holtzhausen
|
L Wilson
|
L Wilson
|
L Wilson
|
M Learmonth
|
L Wilson
|
J Kelly
|
J Kelly
|
J Holtzhausen
|
S R Curtis
|
J Kelly
|
J Holtzhausen
|
J Johnstone
|
J Holtzhausen
|
|
J Johnstone
|
T Pearton
|
|||
Technical
|
Strategic
|
Life of Mine
|
||
J Johnstone
|
L Wilson
|
L Wilson
|
||
J Holtzhausen
|
J Kelly
|
J Johnstone
|
||
D Roets
|
S R Curtis
|
J Holtzhausen
|
||
T Pearton
|
M Learmonth
|
|||
D Henderson
|
D Roets
|
|||
T Pearton
|
||||
J Holtzhausen
J Johnstone
|
||||
D.
|
Employees
|
Employee Location
|
2011
|
2012
|
2013
|
2014
|
2015
|
Total Employees
|
|||||
South Africa (African Office)
|
10
|
10
|
13
|
14
|
14
|
Zimbabwe – approx.
(i)
|
856
|
860
|
1,028
|
1,007
|
1,157
|
South Africa (Mine Security and Operations and Exploration)
|
1
|
1
|
1
|
1
|
1
|
Zambia (Head Office and Security)
|
8
|
8
|
8
|
6
|
-
|
Total Employees at all Locations
|
875
|
879
|
1,050
|
1,028
|
1,172
|
Management and Administration:
|
|||||
Employee Locations:
|
2011
|
2012
|
2013
|
2014
|
2015
|
Zimbabwe
|
30
|
32
|
32
|
36
|
37
|
South Africa (African Office)
|
7
|
7
|
12
|
12
|
12
|
South Africa (Exploration and Operations)
|
2
|
2
|
1
|
1
|
1
|
Zambia (Head Office and Security)
|
4
|
4
|
4
|
4
|
-
|
Total Management and Administration
|
43
|
45
|
49
|
53
|
50
|
E.
|
Share Ownership
|
Number of shares
|
Percentage share holding
|
|
L Wilson
|
72,500
|
0.14%
|
J Johnstone
|
28,000
|
0.05%
|
S Curtis
|
365,000
|
0.70%
|
M Learmonth
|
224,230
|
0.43%
|
J. Kelly
|
57,465
|
0.11%
|
D Roets
|
Nil
|
-
|
J Holtzhausen
|
Nil
|
-
|
T. Pearton
|
Nil
|
-
|
D. Henderson
|
17,200
|
0.03%
|
Total
|
764,895
|
1.46%
|
(b)
|
Share purchase options outstanding as of March 30, 2016:
|
Name
|
Exercise Price Cdn
|
Expiry Date
|
Number of Options
|
||
J Johnstone
|
0.90
|
September 10, 2017
|
40,000
|
||
J Johnstone
|
1.30
|
January 31, 2016
|
160,000
|
||
L Wilson
|
0.90
|
September 10, 2017
|
90,000
|
||
C Jonsson
|
0.90
|
September 10, 2017
|
40,000
|
||
C Jonsson
|
1.30
|
January 31, 2016
|
160,000
|
||
J Liswaniso
|
0.90
|
September 10, 2017
|
7,500
|
||
J Liswaniso
|
1.30
|
January 31, 2016
|
10,000
|
||
M Learmonth
|
0.90
|
September 10, 2017
|
89,020
|
||
M Learmonth
|
1.30
|
January 31, 2016
|
150,000
|
||
A Lawson
|
0.90
|
September 10, 2017
|
3,000
|
||
A Lawson
|
1.30
|
January 31, 2016
|
7,500
|
||
T Pearton
|
0.90
|
September 10, 2017
|
25,000
|
||
T Pearton
|
1.30
|
January 31, 2016
|
25,000
|
||
SR Curtis
|
0.90
|
September 10, 2017
|
55,000
|
A.
|
Major Shareholders
|
Geographic Area
|
Number of Shares Held
|
Percentage of Issued Shares
|
USA
|
21,309,828
|
40.92%
|
Canada
|
17,639,280
|
33.87%
|
United Kingdom
|
13,098,711
|
25.15%
|
Other
|
31,089
|
0.06%
|
52,078,908
|
100%
|
B.
|
Related Party Transactions
|
2015
|
2014
|
2013
|
|
Key management salaries and bonuses
|
(1)
2,452
|
1,781
|
1,482
|
Share-based payments
|
24
|
-
|
35
|
2,476
|
1,781
|
1,517
|
Transactions during the year
|
||||
Note
|
2015
|
2014
|
2013
|
|
Management contract fees, allowances and bonus paid or accrued to a company for management services provided by the Company's former President and Chief Executive Officer.
|
(i)
|
-
|
850
|
715
|
Rent for office premises paid to a company owned by members of the former Chief Executive Officer's family.
|
(ii)
|
40
|
129
|
37
|
Legal fees and disbursements
|
-
|
-
|
85
|
|
Directors fees
|
191
|
298
|
280
|
·
|
the acquisition of more than 50% of the common shares; or
|
·
|
the acquisition of right to exercise the majority of the voting rights of common shares; or
|
·
|
the acquisition of the right to appoint the majority of the board of directors; or
|
·
|
the acquisition of more than 50% of the assets; of
|
C.
|
Interests of Experts and Counsel
|
A.
|
Consolidated Statements and Other Financial Information
|
B.
|
Significant Changes
|
A.
|
Offering and Listing Details
|
TSX Exchange
(Canadian Dollars) |
||
Last Six Months
|
High
|
Low
|
March 2016 (up to 17 March)
|
0.91
|
0.86
|
February 2016
|
0.94
|
0.84
|
January 2016
|
0.85
|
0.79
|
December 2015
|
0.81
|
0.66
|
November 2015
|
0.82
|
0.74
|
October 2015
|
0.84
|
0.72
|
September 2015
|
0.77
|
0.70
|
OTCQX
(United States Dollar) |
||
Last Six Months
|
High
|
Low
|
March 2016 (up to 29 March)
|
0.72
|
0.65
|
February 2016
|
0.69
|
0.60
|
January 2016
|
0.61
|
0.54
|
December 2015
|
0.60
|
0.49
|
November 2015
|
0.62
|
0.56
|
October 2015
|
0.66
|
0.56
|
September 2015
|
0.59
|
0.53
|
2015
|
High
|
Low
|
Fourth Quarter ended December 31, 2015
|
0.66
|
0.49
|
Third Quarter ended September 31, 2015
|
0.76
|
0.53
|
Second Quarter ended June 30, 2015
|
0.79
|
0.52
|
First Quarter ended March 31, 2015
|
0.63
|
0.51
|
2014
|
High
|
Low
|
Fourth Quarter ended December 31, 2014
|
0.71
|
0.56
|
Third Quarter ended September 31, 2014
|
1.01
|
0.98
|
Second Quarter ended June 30, 2014
|
0.80
|
0.78
|
First Quarter ended March 31, 2014
|
0.73
|
0.70
|
2013
|
High
|
Low
|
Fourth Quarter ended December 31, 2013
|
0.85
|
0.65
|
Third Quarter ended September 31, 2013
|
0.94
|
0.68
|
Second Quarter ended June 30, 2013
|
1.21
|
1.20
|
First Quarter ended March 31, 2013
|
1.35
|
0.95
|
Last Five Fiscal Years
|
High
|
Low
|
2015
|
0.79
|
0.49
|
2014
|
0.81
|
0.78
|
2013
|
1.45
|
0.65
|
2012
|
1.25
|
0.65
|
2011
|
1.58
|
0.63
|
AIM
(Pound Sterling) |
||
Last Six Months
|
High
|
Low
|
March 2016 (up to 29 March)
|
0.49
|
0.47
|
February 2016
|
0.47
|
0.41
|
January 2016
|
0.52
|
0.37
|
December 2015
|
0.42
|
0.37
|
November 2015
|
0.41
|
0.40
|
October 2015
|
0.44
|
0.37
|
September 2015
|
0.38
|
0.37
|
2015
|
High
|
Low
|
Fourth Quarter ended December 31, 2015
|
0.44
|
0.37
|
Third Quarter ended September 31, 2015
|
0.49
|
0.36
|
Second Quarter ended June 30, 2015
|
0.48
|
0.34
|
First Quarter ended March 31, 2015
|
0.38
|
0.33
|
2014
|
High
|
Low
|
Fourth Quarter ended December 31, 2014
|
0.49
|
0.30
|
Third Quarter ended September 31, 2014
|
0.50
|
0.42
|
Second Quarter ended June 30, 2014
|
0.42
|
0.35
|
First Quarter ended March 31, 2014
|
0.38
|
0.27
|
2013
|
High
|
Low
|
Fourth Quarter ended December 31, 2013
|
0.38
|
0.34
|
Third Quarter ended September 31, 2013
|
0.47
|
0.38
|
Second Quarter ended June 30, 2013
|
0.70
|
0.47
|
First Quarter ended March 31, 2013
|
0.66
|
0.45
|
Last Five Fiscal Years
|
High
|
Low
|
2015
|
0.49
|
0.33
|
2014
|
0.50
|
0.27
|
2013
|
0.70
|
0.34
|
2012
|
0.63
|
0.33
|
2011
|
0.69
|
0.35
|
A.
|
Share Capital
|
B.
|
Articles of Association
|
C.
|
Material Contracts
|
D.
|
Exchange Controls
|
E.
|
Taxation
|
·
|
an individual who is a citizen or resident of the U.S.;
|
·
|
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;
|
·
|
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
·
|
a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
|
F.
|
Dividends and Paying Agents
|
G.
|
Statement by Experts
|
H.
|
Documents on Display
|
I.
|
Subsidiary Information
|
A.
|
Currency Risk
|
December 31,
2015
|
December 31,
2014
|
January 1,
2014
|
||||||||||
Cash and cash equivalents
|
132
|
470
|
416
|
|||||||||
Trade and other receivables
|
566
|
83
|
1
|
|||||||||
Trade and other payables
|
510
|
575
|
648
|
2015
USD'000
|
2014
USD'000
|
2013
USD'000
|
||||||||||||||||||||||
Functional currency
|
Functional currency
|
Functional currency
|
||||||||||||||||||||||
ZAR
|
CAD
|
ZAR
|
CAD
|
ZAR
|
CAD
|
|||||||||||||||||||
Cash and cash equivalents
|
3,874
|
5,483
|
10,514
|
553
|
8,197
|
1,594
|
||||||||||||||||||
Trade and other payables
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Intercompany balances
*
|
(27,650
|
)
|
44,390
|
(30,320
|
)
|
48,484
|
(31,079
|
)
|
57,207
|
|||||||||||||||
(23,776
|
)
|
49,873
|
(19,806
|
)
|
49,037
|
(22,882
|
)
|
58,801
|
2015
USD'000
|
2014
USD'000
|
2013
USD'000
|
||||||||||||||||||||||
Functional currency
|
Functional currency
|
Functional currency
|
||||||||||||||||||||||
ZAR
|
CAD
|
ZAR
|
CAD
|
ZAR
|
CAD
|
|||||||||||||||||||
Cash and cash equivalents
|
194
|
274
|
526
|
28
|
410
|
80
|
||||||||||||||||||
Trade and other payables
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Intercompany balances
*
|
(1,382
|
)
|
2,219
|
(1,516
|
)
|
2,424
|
(1,554
|
)
|
2,860
|
B.
|
Interest Rate Risk
|
C.
|
Concentration of Credit Risk
|
D.
|
Liquidity Risk
|
E.
|
Commodity Price Risk
|
2015
(1)
|
2014
(1)
|
2013
(1)
|
||||||||||
Audit fees
|
181,652
|
276,824
|
266,990
|
|||||||||
Audit – related fees
|
-
|
-
|
31,068
|
|||||||||
Tax fees
(2)
|
181950
|
56,414
|
1,456
|
|||||||||
All other fees
|
-
|
-
|
-
|
|||||||||
TOTAL
|
363,602
|
333,238
|
299,514
|
(1)
|
Prior to the start of the audit process, Caledonia's Audit Committee receives an estimate of the costs, from its auditors and reviews such costs for their reasonableness. After their review and pre-approval of the fees, the Audit Committee recommend to the board of directors to accept the estimated audit fees given by the auditors.
|
(2)
|
Tax fees were for assistance provided regarding international tax matters relating to a possible permanent establishment tax exposure and a tax transfer pricing review.
|
Description
|
Page
|
|
Financial Statements and Notes
|
F1- F63
|
Exhibit No.
|
Name
|
Articles of Association (incorporated herein by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F filed with the SEC on March 31, 2015)
|
|
Stock Option Plan (revised 2015) (incorporated herein by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 20-F filed with the SEC on March 31, 2015)
|
|
Employment contracts/executive employment agreements
|
|
List of Caledonia Mining Corporation Plc group entities
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Independent Technical Report and PEA on the Blanket Mine Property in Zimbabwe(incorporated herein by reference to Exhibit 15.1 to the Registrant's Annual Report on Form 20-F filed with the SEC on March 31, 2015)
|
|
Property and Claims Information Blanket (incorporated herein by reference to Exhibit 15.2 to the Registrant's Annual Report on Form 20-F filed with the SEC on March 31, 2015)
|
|
Shareholder Rights Plan (incorporated herein by reference to Exhibit 15.3 to the Registrant's Annual Report on Form 20-F filed with the SEC on March 31, 2015)
|
|
Share Subscription Agreements – Blanket Mine (incorporated herein by reference to Exhibit 15.4 to the Registrant's Annual Report on Form 20-F filed with the SEC on March 31, 2015)
|
For the years ended December 31
|
Note
|
2015
|
*
2014
|
*
2013
|
||||||||||
Revenue
|
48,977
|
53,513
|
63,217
|
|||||||||||
Less: Royalties
|
(2,455
|
)
|
(3,522
|
)
|
(4,412
|
)
|
||||||||
Production costs
|
8
|
(30,019
|
)
|
(27,908
|
)
|
(26,614
|
)
|
|||||||
Depreciation
|
(3,322
|
)
|
(3,540
|
)
|
(3,181
|
)
|
||||||||
Gross profit
|
13,181
|
18,543
|
29,010
|
|||||||||||
Other income
|
110
|
25
|
-
|
|||||||||||
Administrative expenses
|
9
|
(7,622
|
)
|
(7,387
|
)
|
(7,546
|
)
|
|||||||
Share-based payment expense
|
20
|
(24
|
)
|
-
|
(66
|
)
|
||||||||
Net foreign exchange gain
|
2,850
|
1,065
|
1,628
|
|||||||||||
Impairment
|
12
|
-
|
(178
|
)
|
(13,789
|
)
|
||||||||
Operating profit
|
8,495
|
12,068
|
9,237
|
|||||||||||
Finance income
|
10
|
1
|
14
|
23
|
||||||||||
Finance cost
|
10
|
(536
|
)
|
(154
|
)
|
(128
|
)
|
|||||||
Net finance costs
|
(535
|
)
|
(140
|
)
|
(105
|
)
|
||||||||
Profit before tax
|
7,960
|
11,928
|
9,132
|
|||||||||||
Tax expense
|
11
|
(2,370
|
)
|
(5,982
|
)
|
(9,609
|
)
|
|||||||
Profit for the year
|
5,590
|
5,946
|
(477
|
)
|
||||||||||
Other comprehensive income
|
||||||||||||||
Items that are or may be reclassified to profit or loss
|
||||||||||||||
Foreign currency translation differences of foreign operations
|
(3,291
|
)
|
(685
|
)
|
(1,567
|
)
|
||||||||
Tax on other comprehensive income
|
11
|
199
|
111
|
-
|
||||||||||
Total comprehensive income for the year
|
2,498
|
5,372
|
(2,044
|
)
|
||||||||||
Profit attributable to:
|
||||||||||||||
Owners of the Company
|
4,779
|
4,435
|
(2,967
|
)
|
||||||||||
Non-controlling interests
|
811
|
1,511
|
2,490
|
|||||||||||
Profit for the year
|
5,590
|
5,946
|
(477
|
)
|
||||||||||
Total comprehensive income attributable to:
|
||||||||||||||
Owners of the Company
|
1,687
|
3,861
|
(4,534
|
)
|
||||||||||
Non-controlling interests
|
811
|
1,511
|
2,490
|
|||||||||||
Total comprehensive income for the year
|
2,498
|
5,372
|
(2,044
|
)
|
||||||||||
Earnings per share
|
||||||||||||||
Basic earnings - per share ($)
|
18
|
0.09
|
0.08
|
(0.05
|
)
|
|||||||||
Diluted earnings - per share ($)
|
18
|
0.09
|
0.08
|
(0.05
|
)
|
|||||||||
Consolidated statements of financial position
(In thousands of United States Dollars, unless indicated otherwise)
|
||||||||||||||
Note
|
December 31
|
*
December 31
|
*
January 1
|
|||||||||||
As at
|
2015
|
2014
|
2014
|
|||||||||||
Assets
|
||||||||||||||
Property, plant and equipment
|
12
|
49,218
|
34,736
|
31,272
|
||||||||||
Deferred tax asset
|
11
|
58
|
-
|
-
|
||||||||||
Total non-current assets
|
49,276
|
34,736
|
31,272
|
|||||||||||
Inventories
|
13
|
6,091
|
6,512
|
6,419
|
||||||||||
Prepayments
|
667
|
299
|
165
|
|||||||||||
Trade and other receivables
|
14
|
3,839
|
1,755
|
3,636
|
||||||||||
Income tax receivable
|
397
|
95
|
-
|
|||||||||||
Cash and cash equivalents
|
15
|
12,568
|
23,082
|
23,580
|
||||||||||
Total current assets
|
23,562
|
31,743
|
33,800
|
|||||||||||
Total assets
|
72,838
|
66,479
|
65,072
|
|||||||||||
Equity and liabilities
|
||||||||||||||
Share capital
|
16
|
54,569
|
54,569
|
54,569
|
||||||||||
Reserves
|
17
|
141,942
|
145,209
|
145,894
|
||||||||||
Retained loss
|
(147,654
|
)
|
(150,128
|
)
|
(151,824
|
)
|
||||||||
Equity attributable to shareholders
|
48,857
|
49,650
|
48,639
|
|||||||||||
Non-controlling interests
|
30
|
1,504
|
693
|
(48
|
)
|
|||||||||
Total equity
|
50,361
|
50,343
|
48,591
|
|||||||||||
Liabilities
|
||||||||||||||
Provisions
|
21
|
2,762
|
2,484
|
1,470
|
||||||||||
Deferred tax liability
|
11
|
11,318
|
8,680
|
7,967
|
||||||||||
Total non-current liabilities
|
14,080
|
11,164
|
9,437
|
|||||||||||
Trade and other payables
|
22
|
6,656
|
3,260
|
4,301
|
||||||||||
Income tax payable
|
53
|
1,712
|
1,064
|
|||||||||||
Bank overdraft
|
15
|
1,688
|
-
|
1,679
|
||||||||||
Total current liabilities
|
8,397
|
4,972
|
7,044
|
|||||||||||
Total liabilities
|
22,477
|
16,136
|
16,481
|
|||||||||||
Total equity and liabilities
|
72,838
|
66,479
|
65,072
|
Share capital
|
Foreign Currency Translation Reserve
|
Contributed Surplus
|
Share- based payment reserve
|
Retained Loss
|
Total
|
Non- controlling interests ("NCI")
|
Total Equity
|
|||||||||||||||||||||||||
Balance at December 31, 2012
*
|
186,704
|
(977
|
)
|
-
|
15,781
|
(143,718
|
)
|
57,790
|
(1,807
|
)
|
55,983
|
|||||||||||||||||||||
Transactions with owners:
|
||||||||||||||||||||||||||||||||
Reduction in stated capital
|
(132,591
|
)
|
-
|
132,591
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||
Share-based payment transaction
|
-
|
-
|
-
|
66
|
-
|
66
|
-
|
66
|
||||||||||||||||||||||||
Dividends paid
|
-
|
-
|
-
|
-
|
(5,139
|
)
|
(5,139
|
)
|
(731
|
)
|
(5,870
|
)
|
||||||||||||||||||||
Shares issued
|
456
|
-
|
-
|
-
|
-
|
456
|
-
|
456
|
||||||||||||||||||||||||
Total comprehensive income:
|
||||||||||||||||||||||||||||||||
Profit for the year
|
-
|
-
|
-
|
-
|
(2,967
|
)
|
(2,966
|
)
|
2,490
|
(477
|
)
|
|||||||||||||||||||||
Other comprehensive income for the year
|
-
|
(1,567
|
)
|
-
|
-
|
-
|
(1,567
|
)
|
-
|
(1,567
|
)
|
|||||||||||||||||||||
Balance at December 31, 2013
*
|
54,569
|
(2,544
|
)
|
132,591
|
15,847
|
(151,824
|
)
|
48,639
|
(48
|
)
|
48,591
|
|||||||||||||||||||||
Transactions with owners:
|
||||||||||||||||||||||||||||||||
Dividends paid
|
-
|
-
|
-
|
-
|
(2,850
|
)
|
(2,850
|
)
|
(770
|
)
|
(3,620
|
)
|
||||||||||||||||||||
Total comprehensive income:
|
-
|
|||||||||||||||||||||||||||||||
Profit for the year
|
-
|
-
|
-
|
-
|
4,435
|
4,435
|
1,511
|
5,946
|
||||||||||||||||||||||||
Other comprehensive income for the year
|
-
|
(685
|
)
|
-
|
-
|
111
|
(574
|
)
|
-
|
(574
|
)
|
|||||||||||||||||||||
Balance at December 31, 2014
*
|
54,569
|
(3,229
|
)
|
132,591
|
15,847
|
(150,128
|
)
|
49,650
|
693
|
50,343
|
||||||||||||||||||||||
Transactions with owners:
|
||||||||||||||||||||||||||||||||
Share-based payment transaction
|
-
|
-
|
-
|
24
|
-
|
24
|
-
|
24
|
||||||||||||||||||||||||
Dividends paid
|
-
|
-
|
-
|
-
|
(2,504
|
)
|
(2,504
|
)
|
-
|
(2,504
|
)
|
|||||||||||||||||||||
Total comprehensive income:
|
||||||||||||||||||||||||||||||||
Profit for the year
|
-
|
-
|
-
|
-
|
4,779
|
4,779
|
811
|
5,590
|
||||||||||||||||||||||||
Other comprehensive income for the year
|
-
|
(3,291
|
)
|
-
|
-
|
199
|
(3,092
|
)
|
-
|
(3,092
|
)
|
|||||||||||||||||||||
Balance at December 31, 2015
|
54,569
|
(6,520
|
)
|
132,591
|
15,871
|
(147,654
|
)
|
48,857
|
1,504
|
50,361
|
Consolidated Statements of cash flows
|
||||||||||||||||
For the years ended December 31
|
||||||||||||||||
(In thousands of United States Dollars, unless indicated otherwise)
|
Note
|
2015
|
*
2014
|
*
2013
|
||||||||||||
Cash flows from operating activities
|
23
|
8,823
|
15,584
|
20,433
|
||||||||||||
Interest received
|
1
|
14
|
23
|
|||||||||||||
Interest paid
|
(493
|
)
|
(121
|
)
|
(128
|
)
|
||||||||||
Tax paid
|
11
|
(1,462
|
)
|
(4,526
|
)
|
(7,742
|
)
|
|||||||||
Net cash from operating activities
|
6,869
|
10,951
|
12,586
|
|||||||||||||
Cash flows from investing activities
|
||||||||||||||||
Acquisition of property, plant and equipment
|
(16,567
|
)
|
(6,150
|
)
|
(11,396
|
)
|
||||||||||
Net cash used in investing activities
|
(16,567
|
)
|
(6,150
|
)
|
(11,396
|
)
|
||||||||||
Cash flows from financing activities
|
||||||||||||||||
Dividends paid
|
(2,504
|
)
|
(3,620
|
)
|
(5,870
|
)
|
||||||||||
Advance dividend paid
|
-
|
-
|
(2,000
|
)
|
||||||||||||
Proceeds from the exercise of share options
|
-
|
-
|
456
|
|||||||||||||
Net cash used in financing activities
|
(2,504
|
)
|
(3,620
|
)
|
(7,414
|
)
|
||||||||||
Net (decrease)/increase in cash and cash equivalents
|
(12,202
|
)
|
1,181
|
(6,224
|
)
|
|||||||||||
Cash and cash equivalents at beginning of year
|
23,082
|
21,901
|
28,125
|
|||||||||||||
Net cash and cash equivalents at year end
|
15
|
10,880
|
23,082
|
21,901
|
(a)
|
Judgements, assumptions and estimation uncertainties
|
i)
|
Indigenisation transaction
|
ii)
|
Site restoration provisions
|
iii)
|
Exploration and evaluation ("E&E") expenditure
|
iv)
|
Income taxes
|
v)
|
Share based payment transactions
|
vi)
|
Impairment
|
vii)
|
Functional currency
|
viii)
|
Measurement of fair values
|
·
|
Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
|
·
|
Level 2: inputs other than quoted prices included in Level 1 that are observable for the assets and liabilities, either directly (i.e. as price) or indirectly (i.e. derives from prices).
|
·
|
Level 3: inputs for the assets or liabilities that are not based for identical assets or observable market data (unobservable inputs).
|
i)
|
Subsidiaries
|
ii)
|
Loss of control
|
iii)
|
Non-controlling interests
|
iv)
|
Transactions eliminated on consolidation
|
i)
|
Foreign operations
|
·
|
Assets and liabilities are translated
using the exchange rate at period end; and
|
·
|
Income, expenses and cash flow items are translated using the rate that approximates the exchange rates at the dates of the transactions.
|
ii)
|
Foreign currency translation
|
i)
|
Non-derivative financial assets
|
ii)
|
Non-derivative financial liabilities
|
4
|
Significant accounting policies – (continued) |
(e) | Property, plant and equipment |
i)
|
Recognition and measurement
|
ii)
|
Exploration and evaluation expenditure
|
iii)
|
Subsequent costs
|
iv)
|
Depreciation
|
·
|
buildings 10 to 15 years
|
·
|
plant and equipment 10 years
|
·
|
fixtures and fittings including computers 4 to 10 years
|
·
|
motor vehicles 4 years
|
·
|
mineral properties 11 years
|
(f) | Inventories |
(g) | Impairment |
(i) | Financial assets (including receivables) |
·
|
The entity's right to explore in the specific area has expired or will expire in the near future and is not expected to be renewed.
|
·
|
Substantive expenditure on further E&E activities in the specific area is neither budgeted nor planned.
|
·
|
The entity has not discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided to discontinue such activities in the specific area.
|
·
|
Even if development is likely to proceed, the entity has sufficient data indicating that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale.
|
(h) | Employee benefits |
(i) | Short-term employee benefits |
(I) | Share-based payment transactions |
(i) | Share-based payment relating to employees and directors |
(ii) | Share-based payment relating to the indigenisation transaction |
(j) | Provisions |
(l) | Revenue |
(n) | Income tax |
(i)
|
Current tax
|
(ii)
|
Deferred tax
|
(o) | Earnings per share |
(p) | T he following standards, amendments to standards and interpretations to existing standards may possibly have an impact on the Group: |
Standard/Interpretation
|
Effective date and expected adoption date*
|
|
IAS 1 (Amendments)
|
Presentation of Financial Statements
There is an emphasis on materiality. Specific single disclosures that are not material do not have to be presented – even if they are a minimum requirement of a standard. The order of notes to the financial statements is not prescribed. Instead, companies can choose their own order, and can also combine, for example, accounting policies with notes on related subjects. Specific criteria are provided for presenting subtotals on the balance sheet and in the statement of profit or loss and OCI, with additional reconciliation requirements for the statement of profit or loss and OCI.
The amendment is not expected to result in significant
changes
to the level of aggregation in the financial statements.
|
December 31, 2016
|
IFRS 15
|
This standard replaces IAS 11
Construction Contracts
, IAS 18
Revenue
, IFRIC 13
Customer Loyalty Programmes
, IFRIC 15
Agreements for the Construction of Real Estate
, IFRIC 18
Transfer of Assets from Customers
and SIC-31
Revenue
–
Barter of Transactions Involving Advertising Services
.
The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. This new standard is not expected to have a significant impact on the Group since it is not expected to change the timing of when revenue is recognized and the amount of revenue recognized
The Group has performed a preliminary assessment and expects no impact to the results or disclosures and is currently in the process of performing a more detailed assessment of the impact of this standard on the Group and will provide more information in financial statements for the year ending December 31, 2016.
|
December 31, 2018
|
IFRS 9
|
IFRS 9 Financial Instruments
On July 24, 2014, the IASB issued the final IFRS 9
Financial Instruments
Standard, which replaces earlier versions of IFRS 9 and completes the IASB's project to replace IAS 39
Financial Instruments: Recognition and Measurement
. This standard is not expected to have a significant impact on the Group as measurement categories are similar to IAS 39 even though the criteria for classification into these categories are significantly different. The IFRS 9 impairment model has also been changed from an "incurred loss" model from IAS 39 to an "expected credit loss" model. The change is not expected to increase the provision for bad debts recognized in the Group because of the short gold sales collection period.
The Group will adopt the standard in the first annual period beginning on or after January 1, 2018.
|
December 31, 2018
|
IFRS 16 Leases
|
IFRS 16 was published in January 2016. It sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer ('lessee') and the supplier ('lessor'). IFRS 16 replaces the previous leases Standard, IAS 17
Leases
, and related Interpretations. IFRS 16 has one model for lessees which will result in almost all leases being included on the Statement of Financial position. No significant changes have been included for lessors.
The group and company are assessing the potential impact on the financial statements resulting from the application of IFRS 16.
|
December 31, 2019
|
5 | Blanket Zimbabwe Indigenisation Transaction |
·
|
Sold a 16% interest to the National Indigenisation and Economic Empowerment Fund ("NIEEF") for $11.74 million.
|
·
|
Sold a 15% interest to Fremiro, which is owned by Indigenous Zimbabweans, for $11.01 million.
|
·
|
Sold a 10% interest to Blanket Employee Trust Services (Private) Limited (BETS) for the benefit of present and future managers and employees for $7.34 million. The shares in BETS are held by the Blanket Mine Employee Trust (Employee Trust) with Blanket Mine's employees holding participation units in the Employee Trust.
|
·
|
And donated a 10% ownership interest to the Gwanda Community Share Ownership Trust (Community Trust). In addition Blanket Mine paid a non-refundable donation of $1 million to the Community Trust.
|
·
|
Non-controlling interests (NCI) are recognised on the portion of shareholding upon which dividends declared by Blanket Mine accrue unconditionally to equity holders as follows:
|
-
|
20% of the 16% shareholding of NIEEF;
|
-
|
20% of the 15% shareholding of Fremiro;
|
-
|
100% of the 10% shareholding of the Community Trust.
|
·
|
This effectively means that NCI is recognised at Blanket Mine level at 16.2% of the net assets.
|
·
|
The remaining 80% of the shareholding of NIEEF and Fremiro is recognised as non-controlling interests to the extent that their attributable share of the net asset value of Blanket Mine exceeds the balance on the facilitation loans including interest. At December 31, 2015 the attributable net asset value did not exceed the balance on the respective loan accounts and thus no additional NCI was recognised.
|
·
|
The transaction with the BETS is accounted for in accordance with IAS 19
Employee Benefits
(profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in 20% of the dividends accruing to the 10% shareholding in Blanket Mine if they are employed at the date of such distribution. To the extent that 80% of the attributable dividends exceed the balance on the BETS facilitation loan they will accrue to the employees at the date of such declaration.
|
·
|
The Employee Trust and BETS are structured entities which are effectively controlled and consolidated by Blanket Mine. Accordingly, the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised.
|
Balance at January 1, 2014
|
30,675
|
|
Interest accrued
|
2,407
|
|
Dividends used to repay loans
|
(1,746)
|
|
Balance at December 31, 2014
|
31,336
|
|
Interest accrued
&
|
-
|
|
Dividends used to repay loans
&
|
-
|
|
Balance at December 31, 2015
|
31,336
|
(a)
|
Advances to the Community Trust against their right to receive dividends declared by Blanket Mine on their shareholding as follows:
|
·
|
A $2 million payment on or before September 30, 2012;
|
·
|
A $1 million payment on or before February 28, 2013; and
|
·
|
A $1 million payment on or before April 30, 2013.
|
(b)
|
An advance payment of $1.8 million to NIEEF against their right to receive dividends declared by Blanket Mine on their shareholding. The advance payment was debited to an interest-free loan account and was repayable by way of set off of future dividends on the Blanket Mine shares owned by NIEEF. Whilst any amount remained outstanding on the NIEEF dividend loan account, a moratorium was placed on the NIEEF facilitation loan interest until dividends resume.
|
NIEEF
|
Community Trust
|
Total
|
|||
Balance at January 1, 2014
|
358
|
3,507
|
3,865
|
||
Interest accrued
|
-
|
334
|
334
|
||
Dividends used to repay advance dividends
|
(358)
|
(604)
|
(962)
|
||
Balance at December 31, 2014
|
-
|
3,237
|
3,237
|
||
Interest accrued
&
|
-
|
-
|
-
|
||
Dividends used to repay advance dividends
|
-
|
-
|
-
|
||
Balance at December 31, 2015
|
-
|
3,237
|
3,237
|
·
|
Currency risk (refer note 24)
|
·
|
Interest rate risk (refer note 24)
|
·
|
Credit risk (refer note 24)
|
·
|
Liquidity risk (refer note 24)
|
(a)
|
Currency risk
|
(b)
|
Interest rate risk
|
(c) | Credit risk |
(d) | Liquidity risk |
December 31, 2015
|
December 31, 2014
|
January 1, 2014
|
|
Total equity
|
50,361
|
50,343
|
48,591
|
2015
|
2014
|
2013
|
||
Salaries and wages
|
11,908
|
10,014
|
9,811
|
|
Consumable materials
|
14,479
|
14,565
|
14,049
|
|
Site restoration
|
-
|
29
|
147
|
|
Exploration
|
380
|
343
|
(280)
|
|
Safety
|
551
|
473
|
578
|
|
On mine administration
|
2,701
|
2,484
|
2,309
|
|
30,019
|
27,908
|
26,614
|
2015
|
2014
|
2013
|
|
Investor relations
|
513
|
514
|
702
|
Audit fee
|
240
|
356
|
323
|
Legal fee and disbursements
|
452
|
722
|
426
|
Advisory services fee
|
355
|
24
|
27
|
Listing fees
|
206
|
318
|
330
|
Directors fees company
|
191
|
298
|
280
|
Directors fees Blanket
|
60
|
38
|
73
|
Employee costs
|
3,106
|
3,152
|
2,586
|
Office costs - Zambia
*
|
716
|
896
|
-
|
Other office administration costs
|
547
|
16
|
-
|
Unrecoverable VAT expenses and penalties
|
298
|
-
|
-
|
Employee benefits relating to indigenisation
|
-
|
140
|
210
|
Travel costs
|
325
|
303
|
308
|
Donation to scholarship fund
|
-
|
-
|
2,035
|
Donation to community
|
58
|
-
|
-
|
Eersteling Gold Mine administration costs
|
111
|
120
|
246
|
Professional consulting fees
|
444
|
490
|
-
|
7,622
|
7,387
|
7,546
|
Finance income
|
2015
|
2014
|
2013
|
|
Interest received – Bank
|
1
|
14
|
23
|
|
Finance cost
|
||||
Interest paid – Bank
|
49
|
20
|
29
|
|
Unwinding of rehabilitation provision
|
43
|
33
|
-
|
|
Interest – South African Revenue Service
|
344
|
-
|
-
|
|
Finance charges – Overdraft
|
100
|
101
|
99
|
|
536
|
154
|
128
|
2015
|
2014
|
2013
|
||||||||||
Tax recognised in profit or loss
|
||||||||||||
Current tax
|
(197
|
)
|
5,276
|
7,488
|
||||||||
Income tax– current year
|
506
|
4,582
|
4,991
|
|||||||||
Income tax – Prior year overprovision
|
(1,636
|
)
|
(194
|
)
|
-
|
|||||||
Withholding tax expense
|
933
|
888
|
2,497
|
|||||||||
Deferred tax expense
|
2,567
|
706
|
2,121
|
|||||||||
Origination and reversal of temporary differences
|
2,567
|
468
|
2,121
|
|||||||||
Change in effective tax rate
|
-
|
238
|
-
|
|||||||||
Tax expense – recognised in profit or loss
|
2,370
|
5,982
|
9,609
|
Income tax - current year
|
(199
|
)
|
(111
|
)
|
-
|
|||||||
Tax expense
|
2,171
|
5,871
|
9,609
|
Deferred tax assets have not been recognised in respect of the following items:
|
2015
|
2014
|
2013
|
|||||||||
Tax losses carried forward
|
11,150
|
*19,957
|
14,319
|
|||||||||
11,150
|
19,957
|
14,319
|
Year
|
Amount
*
|
2026
|
2,451
|
2027
|
2,854
|
2028
|
2,139
|
2029
|
1,461
|
2030
|
1,567
|
2031
|
2,262
|
2032
|
2,667
|
2033
|
2,812
|
2034
|
3,710
|
2035
|
1,643
|
No expiry
|
17,553
|
41,119
|
Tax paid
|
2015
|
2014
|
2013
|
|||||||||
Net income tax payable at January 1
|
(1,617
|
)
|
(1,064
|
)
|
(1,528
|
)
|
||||||
Current and withholding tax credit/(expense)
|
197
|
(5,276
|
)
|
(7,488
|
)
|
|||||||
Income tax expense recognised through other comprehensive income
|
199
|
111
|
-
|
|||||||||
Foreign currency movement
|
103
|
86
|
208
|
|||||||||
Tax paid
|
1,462
|
4,526
|
7,742
|
|||||||||
Net income tax receivable/(payable) at December 31
|
344
|
(1,617
|
)
|
(1,064
|
)
|
Net income tax
|
December 31, 2015
|
December 31, 2014
|
January 1, 2014
|
|||||||||
Income tax receivable
*
|
397
|
95
|
-
|
|||||||||
Income tax payable
|
(53
|
)
|
(1,712
|
)
|
(1,064
|
)
|
||||||
Net income tax receivable/(payable)
|
344
|
(1,617
|
)
|
(1,064
|
)
|
2015
|
2015
|
2014
|
2014
|
2013
|
2013
|
|||||||||||||||||||
%
|
%
|
%
|
||||||||||||||||||||||
Profit for the year
|
5,590
|
5,946
|
(477
|
)
|
||||||||||||||||||||
Total tax expense
|
2,370
|
5,982
|
9,609
|
|||||||||||||||||||||
Profit before tax
|
7,960
|
11,928
|
9,132
|
|||||||||||||||||||||
Income tax at Company's domestic tax rate
|
26.5
|
%
|
2,109
|
26.5
|
%
|
3,161
|
26.5
|
%
|
2,420
|
|||||||||||||||
Tax rate differences in foreign jurisdictions
|
(63
|
)
|
(349
|
)
|
(1,272
|
)
|
||||||||||||||||||
Change in tax rate
|
-
|
238
|
-
|
|||||||||||||||||||||
Foreign currency difference
|
(12
|
)
|
34
|
(147
|
)
|
|||||||||||||||||||
Withholding tax – not offsetable
|
317
|
185
|
1,784
|
|||||||||||||||||||||
Permanent differences
|
1,105
|
1,584
|
1,186
|
|||||||||||||||||||||
Deemed interest on loans
|
31
|
636
|
-
|
|||||||||||||||||||||
Share based payments
|
6
|
-
|
17
|
|||||||||||||||||||||
Impairment
|
-
|
37
|
-
|
|||||||||||||||||||||
Non-deductible South African tax transactions
|
470
|
-
|
-
|
|||||||||||||||||||||
Royalties
|
632
|
881
|
-
|
|||||||||||||||||||||
Establishment fees
|
-
|
-
|
25
|
|||||||||||||||||||||
Donations
|
15
|
3
|
58
|
|||||||||||||||||||||
Unrealised foreign exchange
|
-
|
-
|
522
|
|||||||||||||||||||||
Other
|
(49
|
)
|
27
|
564
|
||||||||||||||||||||
Over provision of taxes in prior years
|
(1,636
|
)
|
(194
|
)
|
-
|
|||||||||||||||||||
Change in unrecognized deferred tax assets
|
550
|
1,323
|
5,638
|
|||||||||||||||||||||
Tax expense - recognised in profit or loss
|
2,370
|
5,982
|
9,609
|
|
Assets
|
Liabilities
|
Net
|
||||||||||||||||||||||
2015
|
2014
|
2015
|
2014
|
*
2015
|
2014
|
|||||||||||||||||||
Property, plant and equipment
|
-
|
-
|
(12,988
|
)
|
(9,223
|
)
|
(12,988
|
)
|
(9,223
|
)
|
||||||||||||||
Prepayments
|
-
|
-
|
(3
|
)
|
(22
|
)
|
(3
|
)
|
(22
|
)
|
||||||||||||||
Provisions
|
733
|
565
|
-
|
-
|
733
|
565
|
||||||||||||||||||
Assessed losses recognised
|
998
|
-
|
-
|
-
|
998
|
-
|
||||||||||||||||||
Tax assets/ (liabilities)
|
1,731
|
565
|
(12,991
|
)
|
(9,245
|
)
|
(11,260
|
)
|
(8,680
|
)
|
Balance January 1, 2015
|
Recognised in profit or loss
|
Foreign exchange movement
|
Balance December 31, 2015
|
|||||||||||||
Property, plant and equipment
|
(9,223
|
)
|
(3,765
|
)
|
-
|
(12,988
|
)
|
|||||||||
Prepayments
|
(22
|
)
|
16
|
3
|
(3
|
)
|
||||||||||
Provisions
|
565
|
184
|
(16
|
)
|
733
|
|||||||||||
Assessed loss recognised
|
-
|
998
|
-
|
998
|
||||||||||||
Total
|
(8,680
|
)
|
(2,567
|
)
|
(13
|
)
|
(11,260
|
)
|
||||||||
Balance January 1, 2014
|
Recognised in profit or loss
|
Foreign exchange movement
|
Balance December 31, 2014
|
|||||||||||||
Property, plant and equipment
|
(8,058
|
)
|
(835
|
)
|
(330
|
)
|
(9,223
|
)
|
||||||||
Prepayments
|
-
|
-
|
(22
|
)
|
(22
|
)
|
||||||||||
Provisions
|
207
|
108
|
250
|
565
|
||||||||||||
Inventory
|
(80
|
)
|
-
|
80
|
-
|
|||||||||||
Other
|
(36
|
)
|
21
|
15
|
-
|
|||||||||||
Total
|
(7,967
|
)
|
(706
|
)
|
(7
|
)
|
(8,680
|
)
|
Balance January 1, 2013
|
Recognised in profit or loss
|
Foreign exchange movement
|
Balance December 31, 2013
|
|||||||||||||
Property, plant and equipment
|
(6,196
|
)
|
(2,280
|
)
|
418
|
(8,058
|
)
|
|||||||||
Provisions
|
182
|
39
|
(14
|
)
|
207
|
|||||||||||
Inventory
|
66
|
153
|
(299
|
)
|
(80
|
)
|
||||||||||
Other
|
59
|
(33
|
)
|
(62
|
)
|
(36
|
)
|
|||||||||
Total
|
(5,889
|
)
|
(2,121
|
)
|
43
|
(7,967
|
)
|
Land and buildings
|
Mineral properties depreciated
|
Mineral properties not depreciated
|
Plant and equipment
|
Fixtures and fittings
|
Motor vehicles
|
Total
|
||||||||||||||||||||||
Cost
|
||||||||||||||||||||||||||||
Balance at January 1, 2013
|
4,563
|
11,399
|
10,909
|
19,473
|
1,204
|
1,794
|
49,342
|
|||||||||||||||||||||
Additions
|
3,145
|
2,617
|
4,321
|
950
|
83
|
280
|
11,396
|
|||||||||||||||||||||
Foreign exchange movement
|
(88
|
)
|
-
|
28
|
(344
|
)
|
(67
|
)
|
1
|
(470
|
)
|
|||||||||||||||||
Balance at December 31, 2013
|
7,622
|
14,016
|
15,258
|
20,079
|
1,220
|
2,075
|
60,270
|
|||||||||||||||||||||
Balance at January 1, 2014
|
7,622
|
14,016
|
15,258
|
20,079
|
1,220
|
2,075
|
60,270
|
|||||||||||||||||||||
Additions
|
536
|
*3,070
|
1,688
|
1,740
|
114
|
18
|
7,166
|
|||||||||||||||||||||
Disposals
|
-
|
-
|
-
|
(275
|
)
|
-
|
(8
|
)
|
(283
|
)
|
||||||||||||||||||
Reallocations between asset classes
|
(580
|
)
|
1,661
|
-
|
(1,084
|
)
|
3
|
-
|
-
|
|||||||||||||||||||
Foreign exchange movement
|
30
|
92
|
(3,684
|
)
|
508
|
(145
|
)
|
(114
|
)
|
(3,313
|
)
|
|||||||||||||||||
Balance at December 31, 2014
|
7,608
|
18,839
|
13,262
|
20,968
|
1,192
|
1,971
|
63,840
|
Cost
|
Land and buildings
|
Mineral properties depreciated
|
Mineral properties not depreciated
|
Plant and equipment
|
Fixtures and fittings
|
Motor vehicles
|
Total
|
|||||||||||||||||||||
Balance at January 1, 2015
|
7,608
|
18,839
|
13,262
|
20,968
|
1,192
|
1,971
|
63,840
|
|||||||||||||||||||||
Additions
**
|
681
|
*14,359
|
1,595
|
1,144
|
149
|
265
|
18,193
|
|||||||||||||||||||||
Surrender of Zambian assets
***
|
-
|
-
|
(11,527
|
)
|
-
|
-
|
-
|
(11,527
|
)
|
|||||||||||||||||||
Reallocations between asset classes
|
(256
|
)
|
-
|
1,012
|
(756
|
)
|
-
|
-
|
-
|
|||||||||||||||||||
Disposals
|
-
|
-
|
-
|
(124
|
)
|
-
|
(77
|
)
|
(201
|
)
|
||||||||||||||||||
Foreign exchange movement
|
(44
|
)
|
(89
|
)
|
(69
|
)
|
(606
|
)
|
(64
|
)
|
(90
|
)
|
(962
|
)
|
||||||||||||||
Balance at December 31, 2015
|
7,989
|
33,109
|
4,273
|
20,626
|
1,277
|
2,069
|
69,343
|
|||||||||||||||||||||
* Included in mineral properties depreciated is an amount of $391 (2014: $1,016; 2013:$394) relating to rehabilitation asset capitalised refer note 21.
** Included in additions is an amount of $26,192 (2014:$11,295; 2013:$3,625) relating to capital work in progress.
*** The Group surrendered all exploration rights relating to the Zambian operations for a nominal value. The Zambian assets were fully impaired in previous years.
|
Land and buildings
|
Mineral properties depreciated
|
Mineral properties not depreciated
|
Plant and equipment
|
Fixtures and fittings
|
Motor vehicles
|
Total
|
||||||||||||||||||||||
Accumulated depreciation and Impairment losses
|
||||||||||||||||||||||||||||
Balance at January 1, 2013
|
985
|
2,041
|
-
|
7,810
|
988
|
808
|
12,632
|
|||||||||||||||||||||
Depreciation for the year
|
264
|
602
|
-
|
1,957
|
69
|
289
|
3,181
|
|||||||||||||||||||||
Impairment
****
|
(a)
387
|
-
|
(b)
13,314
|
88
|
-
|
-
|
13,789
|
|||||||||||||||||||||
Foreign exchange movement
|
(15
|
)
|
(1
|
)
|
86
|
(612
|
)
|
(63
|
)
|
1
|
(604
|
)
|
||||||||||||||||
Balance at December 31, 2013
|
1,621
|
2,642
|
13,400
|
9,243
|
994
|
1,098
|
28,998
|
|||||||||||||||||||||
Balance at January 1, 2014
|
1,621
|
2,642
|
13,400
|
9,243
|
994
|
1,098
|
28,998
|
|||||||||||||||||||||
Depreciation for the year
|
514
|
734
|
-
|
1,891
|
78
|
323
|
3,540
|
|||||||||||||||||||||
Impairment
|
-
|
-
|
-
|
164
|
14
|
-
|
178
|
|||||||||||||||||||||
Disposals
|
-
|
-
|
-
|
(214
|
)
|
-
|
(8
|
)
|
(222
|
)
|
||||||||||||||||||
Foreign exchange movement
|
(372
|
)
|
59
|
(1,873
|
)
|
(954
|
)
|
(140
|
)
|
(110
|
)
|
(3,390
|
)
|
|||||||||||||||
Balance at December 31, 2014
|
1,763
|
3,435
|
11,527
|
10,130
|
946
|
1,303
|
29,104
|
|||||||||||||||||||||
Balance at January 1, 2015
|
1,763
|
3,435
|
11,527
|
10,130
|
946
|
1,303
|
29,104
|
|||||||||||||||||||||
Depreciation for the year
|
559
|
451
|
-
|
1,894
|
98
|
320
|
3,322
|
|||||||||||||||||||||
Surrender of Zambian assets
|
-
|
-
|
(11,527
|
)
|
-
|
-
|
-
|
(11,527
|
)
|
|||||||||||||||||||
Disposals
***
|
-
|
-
|
-
|
(117
|
)
|
-
|
(51
|
)
|
(168
|
)
|
||||||||||||||||||
Foreign exchange movement
|
(1
|
)
|
(105
|
)
|
-
|
(383
|
)
|
(48
|
)
|
(69
|
)
|
(606
|
)
|
|||||||||||||||
Balance at December 31, 2015
|
2,321
|
3,781
|
-
|
11,524
|
996
|
1,503
|
20,125
|
12
Property, plant and equipment - (continued)
|
||||||||||||||||||||||||||||
Carrying amounts
|
||||||||||||||||||||||||||||
At December 31, 2013
|
6,001
|
11,374
|
1,858
|
10,836
|
226
|
977
|
31,272
|
|||||||||||||||||||||
At December 31, 2014
|
5,845
|
15,404
|
1,735
|
10,838
|
246
|
668
|
34,736
|
|||||||||||||||||||||
At December 31, 2015
|
5,668
|
29,328
|
4,273
|
9,102
|
281
|
566
|
49,218
|
(a) |
the cost of the mineral rights held by Eersteling Gold Mine.
|
|
(b) |
exploration expenditure incurred at Caledonia Nama Limited in Zambia. The full carrying value of costs previously incurred and capitalised were impaired in 2013 for the following reasons:
|
|
· |
Substantive expenditure on further E&E activities in the specific area is neither budgeted nor planned, and
|
|
· |
The Group has not discovered commercially viable quantities of mineral resources as a result of E&E activities in the area to date and has decided to discontinue such activities in the specific area.
|
December 31, 2015
|
December 31, 2014
|
January 1, 2014
|
||||||||||
Consumable stores
|
5,739
|
5,962
|
5,605
|
|||||||||
Gold in process
|
352
|
550
|
814
|
|||||||||
6,091
|
6,512
|
6,419
|
December 31, 2015
|
December 31, 2014
|
January 1, 2014
|
||||||||||
Bullion revenue receivable
|
-
|
-
|
1,554
|
|||||||||
VAT receivables
|
2,997
|
1,006
|
1,244
|
|||||||||
Deposits for stores and equipment and other receivables
|
842
|
749
|
838
|
|||||||||
3,839
|
1,755
|
3,636
|
December 31, 2015
|
December 31, 2014
|
January 1,
2014
|
||||||||||
Bank balances
|
12,568
|
23,082
|
23,580
|
|||||||||
Cash and cash equivalents in the statement of financial position
|
12,568
|
23,082
|
23,580
|
|||||||||
Bank overdrafts used for cash management purposes
|
(1,688
|
)
|
-
|
(1,679
|
)
|
|||||||
Net cash and cash equivalents at year end
|
10,880
|
23,082
|
21,901
|
Reserves
|
December 31,
|
December 31,
|
January 1,
|
|||||||||
2015
|
2014
|
2014
|
||||||||||
Foreign currency translation reserve
|
(6,520
|
)
|
(3,229
|
)
|
(2,544
|
)
|
||||||
Share-based payment reserve
|
15,871
|
15,847
|
15,847
|
|||||||||
Contributed surplus
|
132,591
|
132,591
|
132,591
|
|||||||||
Total
|
141,942
|
145,209
|
145,894
|
(In number of shares)
|
Note
|
2015
|
2014
|
2013
|
|||||||||||
Issued share capital at beginning of year
|
16
|
52,117,908
|
52,117,908
|
51,446,178
|
|||||||||||
Weighted average cancellation during the year
|
(22,821
|
)
|
-
|
540,288
|
|||||||||||
Weighted average number of shares at December 31
|
52,095,087
|
52,117,908
|
51,986,466
|
2015
|
2014 |
2013
|
||||||||||
Profit attributable to shareholders
|
4,779
|
4,435
|
(2,967
|
)
|
||||||||
Blanket Mine Employee Trust Adjustment
|
(100
|
)
|
(48
|
)
|
158
|
|||||||
Adjusted profit attributable to shareholders
|
4,679
|
4,387
|
(2,809
|
)
|
||||||||
Basic earnings/(loss) per share -$
|
0.09
|
0.08
|
(0.05
|
)
|
·
|
Basic earnings are adjusted for the amounts that accrue to other equity holders of subsidiaries upon the full distribution of post-acquisition earnings to shareholders.
|
·
|
Diluted earnings is calculated on the basis that the unpaid ownership interests of Blanket Mine's Indigenisation shareholders are effectively treated as options whereby the weighted average fair value for the period of the Blanket Mine shares issued to Indigenous Zimbabweans and which are subject to settlement of the loan accounts is compared to the balance of the loan accounts and any excess portion is regarded as dilutive. The difference between the number of Blanket Mine shares subject to the settlement of the loan accounts and the number of Blanket Mine shares that would have been issued at the average fair value is treated as the issue of shares for no consideration and regarded as dilutive shares. The calculated dilution is taken into account with additional earnings attributable to the dilutive shares in Blanket Mine, if any.
|
(In number of shares)
|
2015
|
2014
|
2013
|
|||||||||
Weighted average number of shares at December 31
|
52,095,087
|
52,117,908
|
51,986,466
|
|||||||||
Effect of dilutive options
|
108,169
|
27,561
|
21,180
|
|||||||||
Weighted average number of shares (diluted) at December 31
|
52,203,255
|
52,145,469
|
52,007,646
|
|||||||||
Diluted earnings/(loss) per share - $
|
0.09
|
0.08
|
(0.05
|
)
|
(1)
|
In terms of the approved Plan, the expiry date of options that expire in a closed period will be extended by 10 days from the cessation of the close period. The options with an expiry date of January 31, 2016 will therefore expire 10 days after the publication of these financial statements.
|
Number of Options
|
Weighted Avg. Exercise Price
|
|||||||
Canadian $ | ||||||||
Options outstanding and exercisable at December 31, 2012
|
3,329,650
|
1.05
|
||||||
Exercised
|
(671,730
|
)
|
0.70
|
|||||
Granted
|
190,000
|
0.72
|
||||||
Options outstanding and exercisable at December 31, 2013
|
2,847,920
|
1.11
|
||||||
Expired or forfeited
|
(282,000
|
)
|
1.13
|
|||||
Options outstanding and exercisable at December 31, 2014
|
2,565,920
|
1.11
|
||||||
Expired or forfeited
|
(440,000
|
)
|
1.11
|
|||||
Granted
|
115,000
|
0.73
|
||||||
Options outstanding and exercisable at December 31, 2015
|
2,240,920
|
1.08
|
·
|
The value of the shares at the point that any loans provided to purchase the shares or fund advance dividends are paid off;
|
·
|
The value of any advance dividends paid to participants;
|
·
|
The value of any "trickle dividends", being the 20% entitlements, paid to participants while the loans to purchase the shares are outstanding.
|
Fair value of Blanket Mine
|
$45,065
|
Expected volatility (based on historical volatility)
|
65%
|
Risk free rates
|
USD swap curve with country specific adjustments
|
Country specific adjustment
|
17.3%
|
Dividend yield
|
14.8%
|
Withholding tax
|
5% of dividends
|
Interest on loans
|
10%
|
21 | Provisions |
21
|
Provisions – (continued) |
December 31, 2015
|
December 31, 2014
|
January 1, 2014
|
||||
Trade payables
|
1,257
|
866
|
959
|
|||
Audit fee
|
240
|
294
|
210
|
|||
Other payables and accrued expenses
|
1,599
|
507
|
789
|
|||
Financial liabilities
|
3,096
|
1,667
|
1,958
|
|||
VAT payable and other taxes
|
329
|
357
|
331
|
|||
Production and management bonus accrual
|
1,792
|
-
|
1,031
|
|||
Other employee benefits
|
114
|
102
|
163
|
|||
Leave pay
|
1,325
|
1,134
|
818
|
|||
Non-financial liabilities
|
3,560
|
1,593
|
2,343
|
|||
Total
|
6,656
|
3,260
|
4,301
|
2015
|
2014
|
2013
|
||
Operating profit
|
8,495
|
12,068
|
9,237
|
|
Adjustments for:
|
||||
Loss on scrapping of Property, plant and equipment
|
33
|
62
|
-
|
|
Unrealised foreign exchange gains on cash held
|
(2,865)
|
(423)
|
(1,624)
|
|
Site restoration
|
-
|
29
|
(147)
|
|
Share-based payment expense
|
24
|
-
|
66
|
|
Depreciation
|
3,322
|
3,540
|
3,181
|
|
Write off of inventory
|
46
|
-
|
53
|
|
Impairment
|
-
|
178
|
13,789
|
|
Cash generated by operations before working capital changes
|
9,055
|
15,454
|
24,555
|
|
Inventories
|
375
|
(94)
|
(875)
|
|
Prepayments
|
(321)
|
(46)
|
(55)
|
|
Trade and other receivables
|
(1,472)
|
566
|
(1,865)
|
|
Trade and other payables
|
1,186
|
(296)
|
(1,327)
|
|
Cash flows from operating activities
|
8,823
|
15,584
|
20,433
|
Carrying amount
|
December 31, 2015
|
December 31, 2014
|
January 1, 2014
|
||
Canada
|
-
|
84
|
-
|
||
Zimbabwe
|
842
|
665
|
2,392
|
||
842
|
749
|
2,392
|
Non-derivative financial liabilities
|
Carrying amount
|
6 months or less
|
December 31, 2015
|
||
Trade and other payables
|
3,096
|
3,096
|
Bank overdraft
|
1,688
|
1,688
|
4,784
|
4,784
|
|
December 31, 2014
|
Carrying amount
|
6 months or less
|
Trade and other payables
|
1,667
|
1,667
|
1,667
|
1,667
|
January 1, 2014
|
Carrying amount
|
6 months or less
|
Non-derivative financial liabilities
|
||
Trade and other payables
|
1,958
|
1,958
|
Bank overdraft
|
1,679
|
1,679
|
3,637
|
3,637
|
iii)
|
Currency risk
|
December 31, 2015
|
December 31, 2014
|
January 1, 2014 | |
Cash and cash equivalents
|
132
|
470
|
416
|
Trade and other receivables
|
566
|
83
|
1
|
Trade and other payables
|
510
|
575
|
648
|
2015
USD'000
|
2014
USD'000
|
2013
USD'000
|
||||||||||||||||||||||
Functional currency
|
Functional currency
|
Functional currency
|
||||||||||||||||||||||
ZAR
|
CAD
|
ZAR
|
CAD
|
ZAR
|
CAD
|
|||||||||||||||||||
Cash and cash equivalents
|
3,874
|
5,483
|
10,514
|
553
|
8,197
|
1,594
|
||||||||||||||||||
Trade and other payables
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Intercompany balances
*
|
(27,650
|
)
|
44,390
|
(30,320
|
)
|
48,484
|
(31,079
|
)
|
57,207
|
|||||||||||||||
(23,776
|
)
|
49,873
|
(19,806
|
)
|
49,037
|
(22,882
|
)
|
58,801
|
2015
USD'000
|
2014
USD'000
|
2013
USD'000
|
||||||||||||||||||||||
Functional currency
|
Functional currency
|
Functional currency
|
||||||||||||||||||||||
ZAR
|
CAD
|
ZAR
|
CAD
|
ZAR
|
CAD
|
|||||||||||||||||||
Cash and cash equivalents
|
194
|
274
|
526
|
28
|
410
|
80
|
||||||||||||||||||
Trade and other payables
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Intercompany balances
*
|
(1,382
|
)
|
2,219
|
(1,516
|
)
|
2,424
|
(1,554
|
)
|
2,860
|
|||||||||||||||
iv)
|
Interest rate risk
|
24 | Financial instruments – (continued) |
v)
|
Gold price risk
|
2015
|
2014
|
2013
|
|
$0.048 per qualifying share (2014: $0.054; 2013:$0.098)
|
2,504
|
2,850
|
5,140
|
·
|
the acquisition of more than 50% of the common shares; or
|
·
|
the acquisition of right to exercise the majority of the voting rights of common shares; or
|
·
|
the acquisition of the right to appoint the majority of the board of directors; or
|
·
|
the acquisition of more than 50% of the assets; of
|
2015
|
2014
|
2013
|
|
Key management salaries and bonuses
|
2,452
|
1,781
|
1,482
|
Share-based payments
|
24
|
-
|
35
|
2,476
|
1,781
|
1,517
|
Transactions during the year
|
|||||
Note
|
2015
|
2014
|
2013
|
||
Management contract fees, allowances and bonus paid or accrued to a company for management services provided by the Group's former President and Chief Executive Officer.
|
(i)
|
-
|
850
|
715
|
|
Rent for office premises paid to a company owned by members of the former Chief Executive Officer's family.
|
(ii)
|
40
|
129
|
37
|
|
Legal fees and disbursements
|
-
|
-
|
85
|
||
Directors fees
|
191
|
298
|
280
|
Country of incorporation
|
Legal shareholding
|
Intercompany balances with Holding company
|
||||||||
2015
|
2014
|
2013
|
2015
|
2014
|
2013
|
|||||
Subsidiaries of the Company
|
%
|
%
|
%
|
|||||||
Caledonia Holdings Zimbabwe (Private) Limited
|
Zimbabwe
|
100
|
100
|
100
|
-
|
-
|
-
|
|||
Caledonia Mining Services Limited
|
Zimbabwe
|
100
|
100
|
100
|
-
|
-
|
-
|
|||
Caledonia Kadola Limited
(4)
|
Zambia
|
-
|
100
|
100
|
-
|
-
|
-
|
|||
Caledonia Mining (Zambia) Limited
(4)
|
Zambia
|
-
|
100
|
100
|
-
|
(15,499)
|
(15,499)
|
|||
Caledonia Nama Limited
(4)
|
Zambia
|
-
|
100
|
100
|
-
|
(12,435)
|
(6,419)
|
|||
Caledonia Western Limited
(4)
|
Zambia
|
-
|
100
|
100
|
-
|
-
|
-
|
|||
Mulonga Mining Limited
(4)
|
Zambia
|
-
|
100
|
100
|
-
|
-
|
-
|
|||
Eersteling Gold Mining Corporation Limited
|
South Africa
|
100
|
100
|
100
|
(12,585)
|
(12,575)
|
(12,509)
|
|||
Fintona Investments Proprietary Limited
|
South Africa
|
100
|
100
|
100
|
(14,859)
|
(14,859)
|
(14,859)
|
|||
Caledonia Mining South Africa Proprietary Limited
|
South Africa
|
100
|
100
|
100
|
(3,806)
|
(3,806)
|
(5,839)
|
|||
Greenstone Management Services Limited
|
United Kingdom
|
100
|
100
|
100
|
7,846
|
7,846
|
1,850
|
|||
Maid O' Mist Proprietary Limited
|
South Africa
|
100
|
100
|
100
|
-
|
-
|
-
|
|||
Mapochs Exploration Proprietary Limited
|
South Africa
|
100
|
100
|
100
|
-
|
-
|
-
|
|||
Caledonia Holdings (Africa) Limited
|
Barbados
|
100
|
100
|
100
|
-
|
-
|
-
|
|||
Blanket (Barbados) Holdings Limited
|
Barbados
|
100
|
100
|
100
|
-
|
-
|
-
|
|||
Blanket Mine (1983) (Private) Limited
(3)
|
Zimbabwe
|
(2)
49
|
49
|
49
|
-
|
-
|
-
|
|||
Blanket Employee Trust Services (Private) Limited (BETS)
(1)
|
Zimbabwe
|
-
|
-
|
-
|
-
|
-
|
-
|
2015
|
Corporate
|
Zimbabwe
|
South Africa
|
Zambia
|
Inter-group eliminations adjustments
|
Total
|
||||||||||||||||||
External Revenue
|
9,497
|
48,978
|
17,016
|
-
|
(26,514
|
)
|
48,977
|
|||||||||||||||||
Royalties |
-
|
(2,455
|
)
|
-
|
-
|
-
|
(2,455
|
)
|
||||||||||||||||
Production costs
|
-
|
(30,955
|
)
|
(12,174
|
)
|
-
|
13,110
|
(30,019
|
)
|
|||||||||||||||
Management fee
|
-
|
(4,140
|
)
|
4,140
|
-
|
-
|
-
|
|||||||||||||||||
Share based payment expense
|
(24
|
)
|
-
|
-
|
-
|
-
|
(24
|
)
|
||||||||||||||||
Other income
|
9
|
55
|
46
|
-
|
-
|
110
|
||||||||||||||||||
Administrative expenses
|
(5,802
|
)
|
(118
|
)
|
(8,135
|
)
|
(750
|
)
|
7,183
|
(7,622
|
)
|
|||||||||||||
Depreciation
|
-
|
(3,559
|
)
|
(42
|
)
|
-
|
279
|
(3,322
|
)
|
|||||||||||||||
Finance income
|
-
|
-
|
1
|
-
|
-
|
1
|
||||||||||||||||||
Finance expense
|
(344
|
)
|
(190
|
)
|
(2
|
)
|
-
|
-
|
(536
|
)
|
||||||||||||||
Foreign exchange gain/(loss)
|
431
|
-
|
2,419
|
-
|
-
|
2,850
|
||||||||||||||||||
Profit before income tax
|
3,767
|
7,616
|
3,269
|
(750
|
)
|
(5,942
|
)
|
7,960
|
||||||||||||||||
Tax expense
|
522
|
(2,616
|
)
|
(276
|
)
|
-
|
-
|
(2,370
|
)
|
|||||||||||||||
Profit after income tax
|
4,289
|
5,000
|
2,993
|
(750
|
)
|
(5,942
|
)
|
5,590
|
29
Operating Segments – (continued)
|
||||||||||||||||||||||||
2015
|
Corporate
|
Zimbabwe
|
South Africa
|
Zambia
|
Inter-group eliminations adjustments
|
Total
|
||||||||||||||||||
Geographic segment assets:
|
||||||||||||||||||||||||
Current (excluding intercompany)
|
8,857
|
10,386
|
4,918
|
1
|
(600
|
)
|
23,562
|
|||||||||||||||||
Non-current (excluding intercompany)
|
40
|
50,613
|
370
|
-
|
(1,747
|
)
|
49,276
|
|||||||||||||||||
Additions to property, plant and equipment
|
-
|
18,385
|
143
|
-
|
(335
|
)
|
18,193
|
|||||||||||||||||
Intercompany balances
|
74,007
|
1,509
|
7,958
|
-
|
(83,474
|
)
|
-
|
|||||||||||||||||
Geographic segment liabilities
|
||||||||||||||||||||||||
Current (excluding intercompany)
|
(433
|
)
|
(6,497
|
)
|
(1,469
|
)
|
-
|
-
|
(8,397
|
)
|
||||||||||||||
Non-current (excluding intercompany)
|
-
|
(13,621
|
)
|
(459
|
)
|
-
|
-
|
(14,080
|
)
|
|||||||||||||||
Intercompany balances
|
(16,734
|
)
|
(3,507
|
)
|
(37,290
|
)
|
(25,943
|
)
|
83,474
|
-
|
2014
|
Corporate
|
Zimbabwe
|
South Africa
|
Zambia
|
Inter-group eliminations adjustments
|
Total
|
||||||||||||||||||
External Revenue
|
3,719
|
53,513
|
7,167
|
-
|
(10,886
|
)
|
53,513
|
|||||||||||||||||
Royalties |
-
|
(3,522
|
)
|
-
|
-
|
-
|
(3,522
|
)
|
||||||||||||||||
Production costs
|
-
|
(28,536
|
)
|
(6,256
|
)
|
-
|
6,884
|
(27,908
|
)
|
|||||||||||||||
Management fee
|
-
|
(4,680
|
)
|
4,680
|
-
|
|||||||||||||||||||
Other income/(expense)
|
-
|
16
|
9
|
-
|
-
|
25
|
||||||||||||||||||
Administrative expenses
|
(3,115
|
)
|
(436
|
)
|
(2,942
|
)
|
(894
|
)
|
-
|
(7,387
|
)
|
|||||||||||||
Depreciation
|
-
|
(3,522
|
)
|
(18
|
)
|
-
|
-
|
(3,540
|
)
|
|||||||||||||||
Impairment
|
-
|
(81
|
)
|
-
|
(97
|
)
|
-
|
(178
|
)
|
|||||||||||||||
Finance income
|
14
|
-
|
-
|
-
|
-
|
14
|
||||||||||||||||||
Finance expense
|
-
|
(154
|
)
|
-
|
-
|
-
|
(154
|
)
|
||||||||||||||||
Foreign exchange gain/(loss)
|
49
|
-
|
1,016
|
-
|
-
|
1,065
|
||||||||||||||||||
Profit before income tax
|
667
|
12,598
|
3,656
|
(991
|
)
|
(4,002
|
)
|
11,928
|
||||||||||||||||
Tax expense
|
(1,067
|
)
|
(3,594
|
)
|
(1,321
|
)
|
-
|
-
|
(5,982
|
)
|
||||||||||||||
Profit after income tax
|
(400
|
)
|
9,004
|
2,335
|
(991
|
)
|
(4,002
|
)
|
5,946
|
2014
|
Corporate
|
Zimbabwe
|
South Africa
|
Zambia
|
Inter-group eliminations adjustments
|
Total
|
||||||||||||||||||
Geographic segment assets:
|
||||||||||||||||||||||||
Current
|
10,768
|
10,448
|
11,783
|
44
|
(1,300
|
)
|
31,743
|
|||||||||||||||||
Non-current (excluding intercompany)
|
48
|
35,818
|
306
|
-
|
(1,436
|
)
|
34,736
|
|||||||||||||||||
Additions to property, plant and equipment
|
-
|
7,022
|
47
|
97
|
-
|
7,166
|
||||||||||||||||||
Intercompany balances
|
101,920
|
1,503
|
29,060
|
-
|
(132,483
|
)
|
-
|
|||||||||||||||||
Geographic segment liabilities
|
||||||||||||||||||||||||
Current
|
(994
|
)
|
(2,412
|
)
|
(1,566
|
)
|
-
|
-
|
(4,972
|
)
|
||||||||||||||
Non-current (excluding intercompany)
|
-
|
(10,571
|
)
|
(593
|
)
|
-
|
-
|
(11,164
|
)
|
|||||||||||||||
Intercompany balances
|
(33,955
|
)
|
(902
|
)
|
(72,406
|
)
|
(25,220
|
)
|
132,438
|
-
|
2013
|
Corporate
|
Zimbabwe
|
South Africa
|
Zambia
|
Inter-group eliminations adjustments
|
Total
|
||||||||||||||||||
External Revenue
|
-
|
63,217
|
10,309
|
-
|
(10,309
|
)
|
63,217
|
|||||||||||||||||
Royalty |
-
|
(4,412
|
)
|
-
|
-
|
-
|
(4,412
|
)
|
||||||||||||||||
Production costs
|
-
|
(27,748
|
)
|
(9,465
|
)
|
10,599
|
(26,614
|
)
|
||||||||||||||||
Management fee
|
-
|
(4,680
|
)
|
4,680
|
-
|
-
|
-
|
|||||||||||||||||
Other income/(expense)
|
5,602
|
(5,602
|
)
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Administrative expenses
|
(2,788
|
)
|
(2,311
|
)
|
(2,237
|
)
|
-
|
210
|
(7,546
|
)
|
||||||||||||||
Share-based payment expenses
|
(66
|
)
|
-
|
-
|
-
|
-
|
(66
|
)
|
||||||||||||||||
Depreciation
|
-
|
(3,398
|
)
|
(15
|
)
|
-
|
223
|
(3,181
|
)
|
|||||||||||||||
Impairment
|
-
|
(88
|
)
|
(387
|
)
|
(13,314
|
)
|
-
|
(13,789
|
)
|
||||||||||||||
Finance income
|
23
|
-
|
-
|
-
|
-
|
23
|
||||||||||||||||||
Finance expense
|
-
|
(128
|
)
|
-
|
-
|
-
|
(128
|
)
|
||||||||||||||||
Foreign exchange gain/(loss)
|
108
|
1
|
2,268
|
-
|
(749
|
)
|
1,628
|
|||||||||||||||||
Profit before income tax
|
2,879
|
14,851
|
5,153
|
(13,314
|
)
|
(437
|
)
|
9,132
|
||||||||||||||||
Tax expense
|
(1,788
|
)
|
(6,293
|
)
|
(1,528
|
)
|
-
|
-
|
(9,609
|
)
|
||||||||||||||
Profit after income tax
|
1,091
|
8,558
|
3,625
|
(13,314
|
)
|
(437
|
)
|
(477
|
)
|
2013
|
Corporate
|
Zimbabwe
|
South Africa
|
Zambia
|
Inter-group eliminations adjustments
|
Total
|
||||||||||||||||||
Geographic segment assets:
|
||||||||||||||||||||||||
Current
|
14,084
|
9,909
|
9,766
|
41
|
-
|
33,800
|
||||||||||||||||||
Non-Current (excluding intercompany)
|
51
|
32,573
|
309
|
-
|
(1,661
|
)
|
31,272
|
|||||||||||||||||
Expenditure on property, plant and equipment
|
-
|
9,185
|
34
|
2,560
|
(383
|
)
|
11,396
|
|||||||||||||||||
Intercompany balances
|
56,931
|
1,658
|
5,878
|
-
|
(64,467
|
)
|
-
|
30 | Non-controlling interests |
Blanket Mine (1983) (Private) Limited NCI % - 16.2%
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
Current assets
|
10,386
|
10,448
|
9,909
|
|||||||||
Non-current assets
|
50,613
|
37,322
|
32,573
|
|||||||||
Current liabilities
|
(6,497
|
)
|
(2,412
|
)
|
(5,358
|
)
|
||||||
Non-current liabilities
|
(13,621
|
)
|
(10,571
|
)
|
(8,751
|
)
|
||||||
Net assets
|
40,881
|
(34,787
|
)
|
(28,373
|
)
|
|||||||
Carrying amount of NCI
|
1,504
|
693
|
(48
|
)
|
||||||||
Revenue
|
48,977
|
53,515
|
63,217
|
|||||||||
Profit
|
5,000
|
8,860
|
15,372
|
|||||||||
Total comprehensive income
|
5,000
|
8,860
|
15,372
|
|||||||||
Profit allocated to NCI
|
811
|
1,511
|
2,490
|
|||||||||
Dividend paid to NCI
|
-
|
770
|
731
|
ii)
|
Recapitalisation of
Blanket Mine (1983) (Private) Limited ("Blanket")
|
·
|
Caledonia Holdings Zimbabwe (Private) Limited subscribed for 4,755,556 Founder shares with a par value of $0.012 at $1.051;
|
·
|
A-class shareholders (NIEEF, BETS and Fremiro) subscribed for 3,979,140 A-class shares with a par value of $0.005 at $0.57; and
|
·
|
GCSOT subscribed for 970,522 B class shares with a par value of $0.005 for a nominal amount of $4.8
|
iii)
|
Re-domicile to Jersey
|
·
|
the Company has no commercial operations in Canada, hence there is no reason for it to be domiciled in Canada and subject to Canadian taxes and the compliance costs associated with being a Canadian tax entity;
|
·
|
Jersey is more conveniently located in relation to the Company's operations in Southern Africa and the majority of its shareholder base which ranges from continental Europe to South Africa and North America; and
|
·
|
Canadian withholding tax, which is currently applicable to dividends paid to the Company's shareholders outside Canada, will be eliminated.
|
iv)
|
Share based payment awards
|
v)
|
Dividend Policy
|
CALEDONIA MINING CORPORATION
|
||
By:
|
/s/ Steven Curtis
|
|
Steven Curtis
Chief Executive Officer
|
Companies (Jersey) Law (1991)
Public Company Limited by Shares
|
ARTICLES OF ASSOCIATION
of CALEDONIA MINING CORPORATION PLC |
27. Notice and disclosure obligations
|
16
|
GENERAL MEETINGS
|
19
|
28. Convening general meetings
|
19
|
NOTICE OF GENERAL MEETINGS
|
19
|
29. Length of notice period
|
19
|
30. Contents of notices
|
19
|
31. Omission or non-receipt of notice
|
20
|
32. Change of date, time or place of meeting
|
20
|
33. Members' power to include other matters in business dealt with at an annual general meeting
|
20
|
34. Information rights
|
22
|
PROCEEDINGS AT GENERAL MEETINGS
|
22
|
35. Quorum
|
23
|
36. Procedure if quorum not present
|
23
|
37. Chairman of general meeting
|
23
|
38. Attendance and speaking at general meetings
|
23
|
39. Meeting at more than one place and/or in a series of rooms
|
24
|
40. Security arrangements
|
24
|
41. Adjournments
|
24
|
42. Notice of adjourned meeting
|
25
|
VOTES OF MEMBERS
|
25
|
43. Method of voting
|
25
|
44. Votes of members
|
25
|
45. Votes of joint holders
|
26
|
46. Votes of member suffering incapacity
|
26
|
47. Votes on a poll
|
26
|
48. Right to withdraw demand for a poll
|
26
|
49. Procedure if poll demanded
|
26
|
50. When poll to be taken
|
26
|
51. Continuance of other business after poll demanded
|
26
|
52. Proposal or amendment of resolution
|
27
|
53. Amendment of resolution ruled out of order
|
27
|
54. Objections or errors in voting
|
27
|
PROXIES
|
27
|
55. Execution of an appointment of proxy
|
27
|
56. Times for deposit of an appointment of proxy
|
28
|
57. Form of appointment of proxy
|
29
|
58. Validity of proxy
|
29
|
59. Maximum validity of proxy
|
29
|
DIRECTORS
|
30
|
60. Number of Directors
|
30
|
61. No shareholding qualification for Directors
|
30
|
REMUNERATION OF DIRECTORS
|
30
|
62. Ordinary remuneration
|
30
|
63. Expenses
|
30
|
64. Extra remuneration
|
30
|
EXECUTIVE DIRECTORS
|
30
|
65. Executive Directors
|
30
|
POWERS AND DUTIES OF DIRECTORS
|
31
|
66. General powers of the Company vested in the Board
|
31
|
DELEGATION OF DIRECTORS' POWERS
|
31
|
67. Agents
|
31
|
68. Delegation to individual Directors
|
31
|
69. Delegation to committees
|
31
|
SPECIFIC POWERS
|
32
|
70. Provision for employees
|
32
|
71. Borrowing Powers
|
32
|
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS
|
36
|
72. Retirement at annual general meetings
|
36
|
73. Position of Retiring Director
|
36
|
74. Eligibility for appointment as a Director
|
36
|
75. Power of the Company to appoint Directors
|
37
|
76. Power of the Board to appoint Directors
|
37
|
77. Company's power to remove a Director and appoint another in his place
|
37
|
78. Vacation of office by Directors
|
37
|
DIRECTORS' INTERESTS
|
38
|
79. Transactions, offices, employment and interests
|
38
|
DIRECTORS' GRATUITIES AND PENSIONS
|
40
|
80. Directors' gratuities and pensions
|
40
|
PROCEEDINGS OF THE BOARD
|
41
|
81. Board meetings
|
41
|
82. Notice of Board meetings
|
41
|
83. Voting
|
41
|
84. Quorum
|
41
|
85. Board vacancies below minimum number
|
41
|
86. Appointment of chairman
|
42
|
87. Competence of the Board
|
42
|
88. Participation in meetings by telephone
|
42
|
89. Written resolutions
|
42
|
90. Company books
|
42
|
91. Validity of acts of the Board or a committee
|
43
|
92. Liability of Directors for breach of Article 4.4
|
43
|
COMPANY SECRETARY
|
43
|
93. Appointment and removal of Company Secretary
|
43
|
THE SEAL
|
43
|
94. Use of seal
|
43
|
DIVIDENDS
|
43
|
95. Company may declare dividends
|
43
|
96. Board may pay interim dividends and fixed dividends
|
43
|
97. Currency of dividends
|
44
|
98. Waiver of dividends
|
44
|
99. Non-cash dividends
|
44
|
100. Scrip dividends
|
44
|
101. Enhanced scrip dividends
|
46
|
102. No interest on dividends
|
46
|
103. Payment procedure
|
46
|
104. Receipt by joint holders
|
47
|
105. Where payment of dividends need not be made
|
47
|
106. Unclaimed dividends
|
47
|
CAPITALISATION OF PROFITS
|
47
|
107. Capitalisation of profits
|
47
|
AUTHENTICATION OF DOCUMENTS
|
48
|
108. Authentication of documents
|
48
|
RECORD DATES
|
48
|
109. Power to choose record date
|
48
|
ACCOUNTS AND OTHER RECORDS
|
48
|
110. Accounts
|
48
|
111. Inspection of records
|
48
|
112. Destruction of documents
|
49
|
COMMUNICATIONS
|
49
|
113. Form of communications
|
49
|
114. Communication with joint holders
|
52
|
115. Communications after transmission
|
52
|
116. When notice deemed served
|
53
|
117. Record date for communications
|
53
|
118. Loss of entitlement to receive communications
|
53
|
119. Notice when post not available
|
54
|
WINDING UP AND SALE OF ASSETS
|
54
|
120. Distribution in specie on winding up
|
54
|
INDEMNITY
|
54
|
121. Indemnity
|
54
|
122. Power to insure
|
55
|
1. | Definitions and interpretation |
1.1 | In these Articles, the following words and expressions have the meanings indicated below: |
1.2 | The expressions "debenture" and "debenture holder" include "debenture stock" and "debenture stockholder". |
1.3 | References to writing include any method of reproducing or representing words, symbols or other information in such form (including in electronic form or by making it available on a website) that it can be read or seen with the naked eye and a copy of it can be retained. |
1.4 | References to the execution of a document (including where execution is implied, such as in the giving of a written consent) include references to its being executed under hand or under seal or by any other method, and, in relation to anything sent or supplied in electronic form, include references to its being executed by such means and incorporating such information as the Board may from time to time stipulate for the purpose of establishing its authenticity and integrity. |
1.5 | Unless the context otherwise requires, words or expressions used in these Articles that are defined in the Statutes bear those meanings in these Articles (but as if the definitions contemplated their use in these Articles as well as in the relevant legislation), except that the word "company" shall include any body corporate. |
1.6 | Except where the contrary is stated or the context otherwise requires, any reference to a statute or statutory provision includes any order, regulation, instrument or other subordinate legislation made under it for the time being in force, and any reference to a statute, statutory provision, order, regulation, instrument or other subordinate legislation includes any amendment, extension, consolidation, re-enactment or replacement of it for the time being in force. |
1.7 | Words importing the singular number only include the plural and vice versa. Words importing the masculine gender include the feminine and neuter gender. Words importing persons include corporations. |
1.8 | References to a meeting shall not be taken as requiring more than one person to be present if any quorum requirement can be satisfied by one person. |
1.9 | References to any security as being in certificated form or uncertificated form refer, respectively, to that security being a certificated unit of a security or an uncertificated unit of a security for the purposes of the Order. |
1.10 | Headings are inserted for convenience only and shall not affect the construction of these Articles. |
2. | Standard Table excluded |
2.1 | The regulations constituting the Standard Table prescribed pursuant to the Companies (Jersey) Law 1991 shall not apply to the Company and hereby are expressly excluded in their entirety . |
3. | Form of resolutions |
3.1 | A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under the Statutes or these Articles. |
4. | Issue of and rights attached to shares |
4.1 | Without prejudice to any special rights for the time being conferred on the holders of any class of shares (which special rights shall not be varied or abrogated except with such consent or sanction as is required by Article 9 and subject to the Statutes) (and, for the avoidance of doubt, without prejudice to Article 4.2) any share in the Company (including any share created on an increase or other alteration of share capital) may be issued with such preferred, deferred or other special rights, or such restrictions, whether in regard to dividends, return of capital, voting or otherwise, as the Company may from time to time, by special resolution, determine. |
4.2 | The unissued shares for the time being in the capital of the Company shall be at the disposal of the Directors, and they may (subject to the provisions of Article 9) allot, grant options over, or otherwise dispose of them to such persons at such times and on such terms as they think proper. |
4.3 | The Directors may issue shares in the Company to any person and without any obligation to offer such shares to the members (whether in proportion to the existing shares held by them or otherwise). Shares issued by the Company are non-assessable and the holders are not liable to the Company or its creditors in respect thereof. |
4.4 | A share shall not be issued until the consideration for the share is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the Company would have received if the share had been issued for money. In determining whether property or past services are the fair equivalent of a money consideration, the Directors may take into account reasonable charges and expenses of organisation and reorganisation and payments for property and past services reasonably expected to benefit the Company. For the purposes of this Article 4.4, "property" does not include a promissory note or a promise to pay that is made by a person to whom a share is issued, or a person who does not deal at arm's length with a person to whom a share is issued. |
5. | Preference Shares |
5.1 | Issuable in series |
5.1.1 | the rate, amount or method of calculation of any dividends, and whether such rate, amount or method of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, the date or dates and place or places of payment thereof and the date or dates from which any such dividends shall accrue; |
5.1.2 | any right of redemption and/or purchase and the redemption or purchase prices and terms and conditions of any such right; |
5.1.3 | any right of retraction vested in the holders of Preference Shares of such series and the prices and terms and conditions of any such rights; |
5.1.4 | any right upon dissolution, liquidation or winding-up of the Company; |
5.1.5 | any voting rights; |
5.1.6 | any rights of conversion; and |
5.1.7 | any other provisions attaching to any such series of Preference Shares. |
5.2 | Priority of dividends |
5.3 | Liquidation, dissolution and winding-up |
5.4 | Parity of series |
5.5 | Notices and Voting |
5.5.1 | Subject to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preference Shares by the Directors in accordance with Article 5.1 of the conditions attaching to the Preference Shares, the holders of a series of Preference Shares shall not, as such, be entitled to receive notice of or to attend any meeting of the members and, subject to Article 120.2, shall not be entitled to vote at any such meeting (except where the holders of a specified class or series of shares are entitled to vote separately as a class). |
5.5.2 | The holders of Preference Shares, or of any series of Preference Shares, shall not be entitled to vote separately as a class or series (and no rights, privileges, restrictions or conditions attached to the Preference Shares or any series of Preference Shares shall entitle any holder of Preference Shares or of any series of Preference Shares to vote separately as a class or series) upon any proposal to amend the Articles to: |
(a) | increase or decrease any maximum number of authorised Preference Shares or increase any maximum number of authorised shares of a class having rights or privileges equal or superior to the Preference Shares; |
(b) | effect an exchange, reclassification or cancellation of all or part of the Preference Shares; or |
(c) | create a new class of shares equal or superior to the Preference Shares. |
5.5.3 | Notwithstanding the aforesaid rights, privileges, restrictions and conditions on the right to vote, the holders of a series of Preference Shares are entitled to notice of meetings of members called for the purpose of authorising the dissolution of the Company or the sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business of the Company. |
6. | Common Shares |
6.1 | Dividends |
6.2 | Liquidation, dissolution and winding-up |
6.3 | Notices and voting |
7. | Payment of commissions |
7.1 | The Company may exercise the powers of paying commissions and brokerage conferred or permitted by the Statutes. Subject to the Statutes, any such commission may be satisfied by the payment of cash or by the allotment (or an option to call for the allotment) of fully or partly paid shares or partly in one way and partly the other. |
8. | Trusts not recognised |
8.1 | Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or recognise (except as otherwise provided by these Articles or by law or under an order of a court of competent jurisdiction) any interest in any share except an absolute right to the whole of the share in the holder. |
9. | Variation of rights |
9.1 | If at any time the share capital of the Company is divided into shares of different classes, any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in a winding up) may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than two-thirds in number of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as hereinafter provided (but not otherwise). |
9.2 | All the provisions in these Articles as to general meetings shall mutatis mutandis apply to every meeting of the holders of any class of shares. The Board may convene a meeting of the holders of any class of shares whenever it thinks fit and whether or not the business to be transacted involves a variation or abrogation of class rights. |
10. | Matters not constituting a variation of rights |
10.1 | The rights attached to any share or class of shares shall not, unless otherwise expressly provided by its terms of issue, be deemed to be varied, abrogated or breached by: |
10.1.1 | the creation or issue of further shares ranking pari passu with it; or |
10.1.2 | the purchase or redemption by the Company of any of its own shares (whether of that or any other class) or the sale of any shares (of that class or any other class) held as treasury shares. |
11. | Right to certificates |
11.1 | Except as otherwise provided in these Articles, every person whose name is entered in the Register as a holder of shares in the Company shall be entitled, within the time specified by the Statutes and without payment, to one certificate for all the shares of each class registered in his name. Upon a transfer of part of the shares of any class registered in his name, every holder shall be entitled without payment to one certificate for the balance in certificated form of his holding. Upon request and upon payment, for every certificate after the first, of such reasonable sum (if any) as the Board may determine, every holder shall be entitled to receive several certificates for certificated shares of one class registered in his name (subject to surrender for cancellation of any existing certificate representing such shares). Every holder shall be entitled to receive one certificate in substitution for several certificates for certificated shares of one class registered in his name upon surrender to the Company of all the share certificates representing such shares. |
11.2 | Subject as provided in the preceding part of this Article, the Company shall not be bound to issue more than one certificate in respect of certificated shares registered in the names of two or more persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. |
12. | Execution of certificates |
12.1 | Every certificate for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates or similar documents) shall be issued under the Seal (or in such other manner as the Board, having regard to the terms of issue, the Statutes and the requirements of the UK Listing Authority or the AIM Rules (as applicable), may authorise) and each share certificate shall specify the shares to which it relates, the distinguishing number (if any) of the shares and the amount paid up on the shares. The Board may determine, either generally or in relation to any particular case, that any signature on any certificate need not be autographic but may be applied by some mechanical or other means, or printed on the certificate, or that certificates need not be signed. |
13.
|
Replacement certificates |
13.1 | If a share certificate for certificated shares is worn out, defaced or damaged then, upon its surrender to the Company, it shall be replaced free of charge. If a share certificate for certificated shares is or is alleged to have been lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board thinks fit. The Company shall be entitled to treat an application for a replacement certificate made by one of joint holders as being made on behalf of all the holders concerned. |
14. | Uncertificated securities |
14.1 | Pursuant and subject to the Order, the Board may permit title to some or all of the shares of any class to be evidenced otherwise than by a certificate and title to such shares to be transferred in accordance with the rules of a relevant system and may make arrangements for that class of shares to become a participating class. Title to some or all of the shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is at the relevant time a participating class. The Board may also, subject to compliance with the Order and the rules of any relevant system, determine at any time that title to some or all of the shares of any class of shares may from a date specified by the Board no longer be evidenced otherwise than by a certificate or that title to such shares shall cease to be transferred by means of any particular relevant system. For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class which is separate from certificated shares with the same rights. |
14.2 | In relation to a class of shares which is a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with: |
14.2.1 | the holding of shares of that class in uncertificated form; |
14.2.2 | the transfer of title to shares of that class by means of a relevant system; |
14.2.3 | the exercise of any powers or functions by the Company or the effecting by the Company of any actions by means of a relevant system; and |
14.2.4 | any provision of the Order. |
14.3 | Some or all of the shares of a class which is at the relevant time a participating class may be changed from uncertificated form to certificated form, and from certificated to uncertificated form, in accordance with and subject as provided for in the Order and the rules of any relevant system. |
14.4 | Unless the Board otherwise determines or the Order or the rules of the relevant system concerned otherwise require, any shares issued or created out of or in respect of any uncertificated shares shall be uncertificated shares and any shares issued or created out of or in respect of any certificated shares shall be certificated shares. |
14.5 | Subject to the Statutes, the Directors may lay down regulations not included in these Articles which (in addition to, or in substitution for, any provisions in these Articles): |
14.5.1 | apply to the issue, holding, exercise of rights in respect of or transfer of shares in uncertificated form; |
14.5.2 | set out (where appropriate) the procedures for conversion and/or redemption of shares in uncertificated form; and/or |
14.5.3 | which the Directors consider necessary or appropriate to ensure that these Articles are consistent with the Order and/or the Operator's rules and practices. |
14.6 | Such regulations will apply instead of any relevant provisions in these Articles which relate to the issue, holding, transfer, conversion and redemption of shares in uncertificated form or which are not consistent with the Order, in all cases to the extent (if any) stated in such regulations. If the Directors make any such regulation, Article 14.8 of this Article will (for the avoidance of doubt) continue to apply, when read in conjunction with those regulations. |
14.7 | Any instruction given by means of a relevant system shall be a dematerialised instruction given in accordance with the Order, the facilities and requirements of a relevant system and the Operator's rules and practices. |
14.8 | Where the Company is entitled under the Statutes, the Operator's rules and practices, these Articles or otherwise to dispose of or sell or otherwise procure the sale of any shares, the Directors may, in the case of any shares in uncertificated form, take such steps (subject to the Statutes, the Operator's rules and practices and these Articles) as may be required or appropriate, by instruction by means of a relevant system or otherwise to effect such disposal or sale, including (without limitation) by: |
14.8.1 | requesting or requiring the deletion of any computer based entries in the relevant system relating to the holding of such shares; |
14.8.2 | altering such computer based entries so as to divest the holder of such shares of the power to transfer such shares other than to a person selected or approved by the Company for the purpose of such transfer; |
14.8.3 | requiring any holder of such shares to take such steps as may be necessary to sell or transfer such shares as directed by the Company; |
14.8.4 | (subject to any applicable law) otherwise rectify or change the Register in respect of any such shares in such manner as the Directors consider appropriate (including, without limitation, by entering the name of a transferee into the Register as the next holder of such shares); and/or |
14.8.5 | appointing any person to take any steps in the name of any holder of such shares as may be required to change such shares to certificated form and/or to effect the transfer of such shares (and such steps shall be effective as if they had been taken by such holder). |
14.9 | In relation to any share in uncertificated form: |
14.9.1 | the Company may utilise the relevant system to the fullest extent available from time to time in the exercise of any of its powers or functions under the Statutes or these Articles or otherwise in effecting any actions and the Company may from time to time determine the manner in which such powers, functions and actions shall be so exercised or effected; |
14.9.2 | the Company may, by notice to the holder of that share, require the holder to change the form of that share to certificated form within the period specified in the notice and to hold that share in certificated form for so long as required by the Company; and |
14.9.3 | the Company shall not issue a share certificate. |
14.10 | The Company may by notice to the holder of any share in certificated form, direct that the form of such share may not be changed to uncertificated form for a period specified in such notice. |
15. | Power to sell shares of untraced shareholders |
15.1 | Subject to the Order, the Company shall be entitled to sell at the best price reasonably obtainable any shares of a holder or transmittee if in respect of those shares: |
15.1.1 | no cheque, warrant or other financial instrument or payment sent by the Company in the manner authorised by these Articles has been cashed for a period of at least 12 years (the "qualifying period") and in the qualifying period the Company has paid at least three dividends and no dividend has been claimed; |
15.1.2 | the Company has at the expiration of the qualifying period given notice of its intention to sell such shares by two advertisements, one in a national newspaper published in the United Kingdom , Canada and Jersey and the other in a newspaper circulating in the area in which the last known address of the holder or the address at which service of notices may be effected in the manner authorised by these Articles is located; and |
15.1.3 | so far as the Board is aware, the Company has not during the qualifying period or the period of three months after the date of such advertisements (or the later of the two dates if they are published on different dates) and prior to the exercise of the power of sale received any communication from the holder or transmittee. |
16. | Manner of sale and creation of debt in respect of net proceeds |
16.1 | To give effect to any sale pursuant to the immediately preceding Article, the Board may: |
16.1.1 | in the case of shares held in certificated form, authorise and instruct some person (which may include the holder of shares concerned) to execute an instrument of transfer of the shares; and |
16.1.2 | in the case of shares held in uncertificated form, subject to the system's rules, require the Operator of a relevant system to convert any such share into certificated form in order to enable the Company to deal with the share in accordance with this Article, and after such conversion authorise and instruct some person to execute an instrument of transfer of the share (and to take such other steps as may be necessary to give effect to the sale or disposal) |
16.2 | The net proceeds of sale shall belong to the Company, which shall be indebted to the former holder or transmittee for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of it and the Company shall not be required to account for any monies earned on the net proceeds, which may be employed in the business of the Company or otherwise invested as the Board thinks fit. |
17. | Form and execution of transfer |
17.1 | Subject to such of the restrictions of these Articles as may be applicable, a member may transfer all or any of his shares, in the case of shares held in certificated form, by an instrument of transfer executed by or on behalf of the transferor in any usual form or in any other form which the Board may approve or, in the case of shares held in uncertificated form, in accordance with the Order and the system's rules and otherwise in such manner as the Board in its absolute discretion shall determine. Subject to the Statutes, the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect of it. |
17.2 | Subject to the Statutes and notwithstanding any other provisions of these Articles, the Board shall have power to implement any arrangements it may think fit to enable: |
17.2.1 | title to any securities of the Company to be evidenced and transferred without a written instrument in accordance with the Order and the facilities and requirements of the relevant system concerned; and |
17.2.2 | rights attaching to such securities to be exercised notwithstanding that such securities are held in uncertificated form where, in the Board's opinion, these Articles do not otherwise allow or provide for such exercise. |
18. | No fee for registration |
18.1 | No fee shall be charged for the registration of any instrument of transfer or document relating to or affecting the title to any share. |
19. | Retention of documents |
19.1 | Any instrument of transfer which is registered may be retained by the Company, but any instrument of transfer which the Board refuses to register shall be returned to the person lodging it when notice of the refusal is given. |
20. | Other Registers |
20.1 | Subject to the Statutes, the Company may keep an overseas, local or other register in any place, and the Board may make and vary such regulations as it may think fit concerning the keeping of that register. The Company may appoint an agent to maintain any such registers, subject to the Companies (Jersey) Law 1991, as amended. |
21. | Transmission |
21.1 | Where transmission occurs in relation to a share in consequence of the death or bankruptcy of a member or of any other event giving rise to its transmission by operation of law, the survivor or survivors (in the case of death) where he was a joint holder, and the transmittee where he was a sole holder or the only survivor of joint holders shall be the only person recognised by the Company as having any title to his shares; but nothing contained in this Article shall release the estate of a deceased member from any liability in respect of any share solely or jointly held by him. |
22. | Election by transmittee |
22.1 | A transmittee may, upon such evidence being produced as the Board may require and subject (where relevant) to the system's rules, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder, he shall give notice to the Company to that effect. If he elects to have another person registered, he shall, subject (where relevant) to the system's rules, effect or procure a transfer of the share in favour of that person. Subject to the Statutes, all the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if the death or bankruptcy of the member or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer executed by the member. |
23. | Rights in respect of the share |
23.1 | A transmittee shall have the same rights to which he would be entitled if he were the holder of the share concerned, except that he shall not be entitled in respect of it to attend or vote at any general meeting of the Company or at any separate meeting of the holders of any class of shares in the Company until he is registered as the holder of the share. The Board may at any time give notice to such person requiring him to elect either to become the holder of the share or to transfer the share and, if the notice is not complied with within 60 clear days from the date of the notice, the Board may withhold payment of all dividends and other monies payable in respect of the share until he complies with the notice. |
24. | Fractions |
24.1 | Whenever as a result of a consolidation, division or sub-division of shares any member would become entitled to fractions of a share, the Board may deal with the fractions as it thinks fit and, in particular, may sell the shares representing the fractions to any person (including, subject to the Statutes, the Company) and may distribute the net proceeds of sale in due proportion among those members except for amounts of £5.00 or less, which shall be retained for the benefit of the Company. To give effect to any such sale, the Board may authorise and instruct a person to take such steps as may be necessary (subject, in the case of shares held in uncertificated form, to the system's rules) to transfer or deliver the shares to, or in accordance with the directions of, the purchaser. Subject to the Statutes, where a shareholder holds shares in both certificated and uncertificated form, the Board may for these purposes treat them as separate holdings, and may at its discretion arrange for any shares representing fractions to be entered in the Register as held in certificated or uncertificated form in order to facilitate their sale under this Article. The transferee shall not be bound to see to the application of the purchase money and his title shall not be affected by any irregularity in, or invalidity of, the proceedings relating to the sale. |
25. | Purchase of own shares |
25.1 | Subject to and in accordance with the provisions of the Statutes and to any rights conferred on the holders of any class of shares, the Company may purchase any of its shares of any class (including without limitation redeemable shares) in any way and at any price (whether at par or above or below par) and may hold such shares as treasury shares . |
25.2 | On a purchase by the Company of its own shares, neither the Company nor the Board shall be required to select the shares to be purchased rateably or in any particular manner as between the holders of shares of the same class or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital attached to any class of shares. |
26. | Dissent Rights |
26.1 | A holder of shares of any class of the Company entitled to vote with respect to the approval of a matter referred to below in this Article 26.1 may dissent if the Company resolves to: |
26.1.1 | amend these Articles to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class; |
26.1.2 | amend these Articles to add, change or remove any restriction on the business or businesses that the Company may carry on; |
26.1.3 | amalgamate or merge with another company other than a wholly-owned subsidiary; |
26.1.4 | be continued under the laws of another jurisdiction; |
26.1.5 | sell, lease or exchange all or substantially all its property under Article 120.2; |
26.1.6 | carry out a going-private transaction; or |
26.1.7 | amend these Articles to: |
(a) | add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class pursuant to Article 9 including, without limiting the generality of the foregoing, to: |
(i) | remove or change prejudicially rights to accrued dividends or rights to cumulative dividends; |
(ii) | add, remove or change prejudicially redemption rights; |
(iii) | reduce or remove a dividend preference or a liquidation preference; or |
(iv) | add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of a corporation, or sinking fund provisions; |
(b) | increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of such class; |
(c) | make any class of shares having rights or privileges inferior to the shares of such class equal or superior to the shares of such class; |
(d) | effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of such class; or |
(e) | constrain the issue, transfer or ownership of the shares of such class or change or remove such constraint, |
26.2 | The right to dissent applies even if there is only one class of shares. |
26.3 | In addition to any other right the holder may have, but subject to Article 26.26, a holder who complies with this Article is entitled, when the action approved by the resolution from which the holder dissents becomes effective, to be paid by the Company the fair value of the shares in respect of which the holder dissents, determined as of the close of business on the day before the resolution was adopted. |
26.4 | A dissenting holder may only claim under this Article with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting holder. |
26.5 | A dissenting holder shall send to the Company, at or before any meeting of holders at which a resolution referred to in Article 26.1 is to be voted on, a written objection to the resolution, unless the Company did not give notice to the holder of the purpose of the meeting and of their right to dissent. |
26.6 | The Company shall, within ten days after the holders adopt the resolution, send to each holder who has filed the objection referred to in Article 26.5 notice that the resolution has been adopted, but such notice is not required to be sent to any holder who voted for the resolution or who has withdrawn their objection. |
26.7 | A dissenting holder shall, within twenty days after receiving a notice under Article 26.6 or, if the holder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the Company a written notice containing |
26.7.1 | the holder's name and address; |
26.7.2 | the number and class of shares in respect of which the holder dissents; and |
26.7.3 | a demand for payment of the fair value of such shares. |
26.8 | A dissenting holder shall, within thirty days after sending a notice under Article 26.7, send the certificates representing the shares in respect of which the holder dissents to the Company or its transfer agent. |
26.9 | A dissenting holder who fails to comply with Article 26.8 has no right to make a claim under this Article. |
26.10 | The Company or its transfer agent shall endorse on any share certificate received under Article 26.8 a notice that the holder is a dissenting holder and shall forthwith return the share certificates to the dissenting holder. |
26.11 | On sending a notice under Article 26.7, a dissenting holder ceases to have any rights as a holder other than to be paid the fair value of their shares as determined under this Article 26 except where: |
26.11.1 | the holder withdraws that notice before the Company makes an offer under Article 26.12; |
26.11.2 | the Company fails to make an offer in accordance with Article 26.12 and the holder withdraws the notice; or |
26.11.3 | the Directors revoke the resolution to amend the Articles, terminate an amalgamation agreement or an application for continuance, or abandon a sale, lease or exchange, |
26.12 | The Company shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the Company received the notice referred to in Article 26.7, send to each dissenting holder who has sent such notice: |
26.12.1 | a written offer to pay for their shares in an amount considered by the Directors to be the fair value, accompanied by a statement showing how the fair value was determined; or |
26.12.2 | if Article 26.26 applies, a notification that it is unable lawfully to pay dissenting holders for their shares. |
26.13 | Every offer made under Article 26.12 for shares of the same class or series shall be on the same terms. |
26.14 | Subject to Article 26.26, the Company shall pay for the shares of a dissenting holder within ten days after an offer made under Article 26.12 has been accepted, but any such offer lapses if the Company does not receive an acceptance thereof within thirty days after the offer has been made. |
26.15 | Where the Company fails to make an offer under Article 26.12, or if a dissenting holder fails to accept an offer, the Company may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting holder. |
26.16 | If the Company fails to apply to the court under Article 26.15, a dissenting holder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow. |
26.17 | An application under Article 26.15 or Article 26.16 shall be made to the Royal Court of Jersey. |
26.18 | A dissenting holder is not required to give security for costs in an application made under Article 26.15 or Article 26.16. |
26.19 | On an application to the court under Article 26.15 or Article 26.16: |
26.19.1 | all dissenting holders whose shares have not been purchased by the Company shall be joined as parties and are bound by the decision of the court; and |
26.19.2 | the Company shall notify each affected dissenting holder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel. |
26.20 | On an application to the court under Article 26.15 or Article 26.16, the court may determine whether any other person is a dissenting holder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting holders. |
26.21 | The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting holders. |
26.22 | The final order of the court shall be rendered against the Company in favour of each dissenting holder and for the amount of the shares as fixed by the court. |
26.23 | The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting holder from the date the action approved by the resolution is effective until the date of payment. |
26.24 | If Article 26.26 applies, the Company shall, within ten days after the pronouncement of an order under Article 26.22, notify each dissenting holder that it is unable lawfully to pay dissenting holders for their shares. |
26.25 | If Article 26.26 applies, a dissenting holder, by written notice delivered to the Company within thirty days after receiving a notice under Article 26.24, may: |
26.25.1 | withdraw their notice of dissent, in which case the Company is deemed to consent to the withdrawal and the holder is reinstated to their full rights as a holder; or |
26.25.2 | retain a status as a claimant against the Company, to be paid as soon as the Company is lawfully able to do so or, in liquidation, to be ranked subordinate to the rights of creditors of the Company but in priority to its holders. |
26.26 | The Company shall not purchase or make a payment to a dissenting holder under this Article unless the Company complies with article 57 of the Companies (Jersey) Law 1991, as amended; in other words, that the purchase has been sanctioned by a special resolution and that the Directors authorising the payment are able to make a statement of solvency as set out in article 55(9) of the Companies (Jersey) Law 1991, as amended. |
26.27 | For the purposes of this Article 26, "going-private transaction" means an amalgamation, arrangement, consolidation or other transaction involving the Company other than an acquisition of shares under article 117 of the Companies (Jersey) Law 1991, as amended , that results in the interest of a holder of participating securities of the Company being terminated without the consent of the holder and without the substitution of an interest of equivalent value in participating securities of the Company or of a body corporate that succeeds to the business of the Company, which participating securities have rights and privileges that are equal to or greater than the affected participating securities. For the purposes of the foregoing, "participating securities" means securities of a body corporate that give the holder of securities a right to share in the earnings of the body corporate and after the liquidation, dissolution or winding up of the body corporate, a right to share in its assets. |
27. | Notice and disclosure obligations |
27.1 | The Company may give a disclosure notice to any person whom the Company knows or has reasonable cause to believe: |
27.1.1 | is interested in the Company's shares, or |
27.1.2 | to have been so interested at any time during the three years immediately preceding the date on which the disclosure notice is issued (the " disclosure period "). |
27.2 | The disclosure notice may require the person: |
27.2.1 | to confirm that fact or (as the case may be) to state whether or not it is the case, and |
27.2.2 | if he holds, or has during the disclosure period held, any such interest, to give such further information including in respect of any other person who has received a disclosure notice as may be required in accordance with the disclosure notice. |
27.3 | The notice may require the person to whom it is addressed to give particulars of his own present or past interest in the Company's shares held by him at any time during the disclosure period. |
27.4 | The notice may require the person to whom it is addressed, where: |
27.4.1 | his interest is a present interest and another interest in the shares subsists, or |
27.4.2 | another interest in the shares subsisted during the disclosure period at a time when his interest subsisted, |
27.5 | The particulars referred to in Article 27.4 above include without limitation: |
27.5.1 | the identity of persons interested in the shares in question; and |
27.5.2 | whether persons interested in the same shares are or were parties to: |
(a) | an agreement to acquire interests in a particular company; or |
(b) | an agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares; or |
(c) | the nature and extent of any interest in the shares. |
27.6 | The notice may require the person to whom it is addressed, where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it. |
27.7 | The information required by the notice must be given within such reasonable time as may be specified in the notice. |
27.8 | The Company will keep a register of information received pursuant to this Article 27. The Company will within three days of receipt of such information enter on the register: |
27.8.1 | the fact the requirement was imposed and the date it was imposed; and |
27.8.2 | the information received in pursuance of the requirement. |
27.9
|
If a disclosure notice is given by the Company to a person appearing to be interested in any share, a copy shall at the same time be given to the holder of the relevant share, but the accidental omission to do so or the non-receipt of the copy by the holder of the relevant share shall not prejudice the operation of the following provisions of this Article. |
27.10 | If the holder of, or any person appearing to be interested in, any share has been served with a disclosure notice and, in respect of that share (a " default share "), has been in default for the relevant period in supplying to the Company the information required by the disclosure notice, the restrictions referred to in Article 27.11 below shall apply. Those restrictions shall continue until: |
27.10.1 | the date seven days after the date on which the Board is satisfied that the default is remedied; or |
27.10.2 | the Company is notified that the default shares are the subject of an exempt transfer; or |
27.10.3 | the Board decides to waive those restrictions, in whole or in part. |
27.11 | The restrictions referred to in Article 27.10 above are as follows: |
27.11.1 | if the default shares in which any one person is interested or appears to the Company to be interested represent less than 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not be entitled, in respect of those shares, to attend or to vote, either personally or by proxy, at any general meeting or at any separate general meeting of the holders of any class of shares in the Company, or to exercise any other right conferred by membership in relation to meetings of the Company; or |
27.11.2 | if the default shares in which any one person is interested or appears to the Company to be interested represent at least 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not be entitled unless otherwise determined by the Board from time to time, in respect of those shares: |
(a) | to attend or to vote, either personally or by proxy, at any general meeting or at any separate general meeting of the holders of any class of shares in the Company, or to exercise any other right conferred by membership in relation to meetings of the Company; or |
(b) | to receive any payment by way of dividend and no share shall be allotted in lieu of payment of a dividend; or |
(c) | to transfer or agree to transfer any of those shares or any rights in them. |
27.12 | The restrictions in Articles 27.11.1 and 27.11.2 above shall not prejudice the right of either the member holding the default shares or, if different, any person having a power of sale over those shares to sell or agree to sell those shares under an exempt transfer. |
27.13 | Any disclosure notice shall cease to have effect in relation to any shares transferred by the holder of such shares in accordance with the provisions in Article 27.12 above. |
27.14 | If any dividend or other distribution is withheld under Article 27.11.2 above, the member shall be entitled to receive it as soon as practicable after the restrictions contained in Article 27.11.2 cease to apply. |
27.15 | If, while any of the restrictions referred to above apply to a share, another share is allotted or offered in right of it (or in right of any share to which this paragraph applies), the same restrictions shall apply to that other share as if it were a default share. For this purpose, shares which the Company allots, or procures to be offered, pro rata (disregarding fractional entitlements and shares not offered to certain members by reason of legal or practical problems associated with issuing or offering shares outside Jersey, Canada or the United Kingdom) to holders of shares of the same class as the default share shall be treated as shares allotted in right of existing shares from the date on which the allotment is unconditional or, in the case of shares so offered, the date of the acceptance of the offer. |
27.16 | For the purposes of Articles 27.1 to 27.15: |
27.16.1 | an " exempt transfer " in relation to any share is a transfer pursuant to: |
(a) | a sale of the share on a regulated market or an exchange regulated market in the United Kingdom on which shares of that class are listed or normally traded; and/or |
(b) | a sale of the whole beneficial interest in the share to a person whom the Board is satisfied is unconnected with the existing holder or with any other person appearing to be interested in the share; or |
(c) | acceptance of a takeover offer; |
27.16.2 | the " relevant period " shall be, in a case falling within Article 27.11.1 above, 28 days and, in a case falling within paragraph 27.11.2 above, 14 days after the date of service of the disclosure notice; |
27.16.3 | the percentage of the issued shares of a class represented by a particular holding shall be calculated by reference to the shares in issue at the time when the disclosure notice is given; and |
27.16.4 | a person shall be treated as being interested or having an interest in shares where they have any direct or indirect interest whether contingent or otherwise in such shares whether by way of legal title or beneficial interest (whether by way of trust instrument, deed of otherwise) or arising by virtue of any contract, agreement, instrument, security, securities (in whatever form and whether publicly traded or not), trust, nominee or any other form of arrangement whatsoever (including, without limitation, by virtue of any warrant, option, derivative, conversion right or by virtue of any other instrument or agreement of a similar nature) and whether formal or informal in nature. |
27.17 | Without limiting Articles 27.1 to 27.16, each holder of shares shall be under an obligation to make notifications in accordance with the provisions of this Article. |
27.18 | The provisions of Chapter 5 of the Disclosure and Transparency Rules (" DTR5 ") shall be deemed to be incorporated by reference into these Articles and accordingly the vote holder and issuer notification rules set out in DTR5 shall apply to the Company and each holder of shares. |
27.19 | For the purposes of the incorporation by reference of DTR5 into these Articles and the application of DTR5 to the Company and each holder of shares, the Company shall (for the purposes of Article 27 only) be deemed to be an " issuer ", as such term is defined in DTR5 and not, for the avoidance of doubt, a " non-UK issuer " (as such terms in defined in DTR5). |
27.20 | For the purposes of Articles 27.17 to 27.20 only, defined terms in DTR5 shall bear the meaning set out in DTR5, and if the meaning of a defined term is not set out in DTR5, the defined term shall bear the meaning set out in the glossary to the Handbook (in such case, read as the definition applicable to DTR5). |
27.21 | If the Company determines that a holder of shares (a " Defaulting Shareholder ") has not complied with the provisions of DTR5, referred to above with respect to some or all of such shares held by such holder of shares (the " Default Shares "), the Company shall have the right by delivery of notice to the Defaulting Shareholder (a " Default Notice ") to: |
27.21.1 | suspend the right of such Defaulting Shareholder to vote the Default Shares in person or by proxy at any meeting of the Company. Such a suspension shall have effect from the date on which the Default Notice is delivered by the Company to the Defaulting Shareholder until a date that is not more than 7 days after the Board has determined in its sole discretion that the Defaulting Shareholder has cured the non-compliance with the provisions of DTR5, provided however that the Company may at any time by subsequent written notice cancel or suspend the operation of a Default Notice; and/or |
27.21.2 | withhold, without any obligation to pay interest thereon, any dividend or other amount payable with respect to the Default Shares with such amount to be payable only after the Default Notice ceases to have effect with respect to the Default Shares; and/or |
27.21.3 | render ineffective any election to receive shares of the Company instead of cash in respect of any dividend or part thereof; and/or |
27.21.4 | prohibit the transfer of any shares of the Company held by the Defaulting Shareholder except with the consent of the Company or if the Defaulting Shareholder can provide satisfactory evidence to the Company to the effect that, after due inquiry, such Shareholder has determined that the Shares to be transferred are not Default Shares. |
27.22 | The Company shall use its reasonable endeavours to procure that persons discharging managerial responsibilities (as that term is defined in the Disclosure and Transparency Rules) comply with Chapter 3 of the Disclosure and Transparency Rules. |
28. | Convening general meetings |
28.1 | The Board may convene a general meeting whenever it thinks fit and shall do so on requisition in accordance with the Statutes except that a "members' requisition" in article 89 of the Companies (Jersey) Law 1991 shall be read as a requisition of members of the Company holding at the date of the deposit of the requisition not less than one-twentieth rather than one-tenth of the total voting rights of the members who have the right to vote at the meeting requisitioned. |
28.2 | The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. Not more than 13 months shall elapse between the date of one annual general meeting and the date of the next. |
29. | Length of notice period |
29.1 | Any general meeting (including an annual general meeting) shall be convened by at least 21 clear days' notice. Subject to these Articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all transmittees and to the Directors and Auditors. |
29.2 | Notwithstanding that a general meeting is called by shorter notice than that specified in Article 29.1, it is deemed to have been duly called if it is so agreed by all the members entitled to attend and vote thereat. |
30. | Contents of notices |
30.1 | Every notice calling a general meeting shall specify: |
30.1.1 | the place, the day and the time of the meeting and the general nature of the business to be transacted; |
30.1.2 | (if such is the case) that the meeting is an annual general meeting and, if the notice is given more than six weeks before the annual general meeting, a statement of the right to require notice of a resolution to be moved or a matter to be included in the business of the meeting; |
30.1.3 | (if such is the case) that the meeting is convened to pass a special resolution; |
30.1.4 | with reasonable prominence that a member is entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the meeting, that a proxy need not be a member, and the address or addresses where appointments of proxy are to be deposited, delivered or received insofar as any such address is other than the postal address of the Office; |
30.1.5 | the address of the website on which relevant information (if any) has been published in advance of the meeting; |
30.1.6 | the procedures with which members must comply, and when, in order to be able to attend and vote at the meeting. |
30.1.7 | a statement of the right of members to ask questions. |
31. | Omission or non-receipt of notice |
31.1 | No proceedings at any meeting shall be invalidated by any accidental omission to give notice of the meeting, or to send an instrument of proxy, to any person entitled to receive it or, in the case of notice in electronic form or made available by means of a website, to invite any such person to appoint a proxy, or by reason of any such person not receiving any such notice, instrument or invitation. |
32. | Change of date, time or place of meeting |
32.1 | If for any reason the Board considers it impractical or undesirable to hold a meeting on the day, at the time or in the place specified in the notice calling the meeting it can change the date, time and place of the meeting (or whichever it requires), and may do so more than once in relation to the same meeting. References in these Articles to the time of the holding of the meeting shall be construed accordingly. The Board will, insofar as it is practicable, announce by advertisement in at least one newspaper with a national circulation the date, time and place of the meeting as changed, but it shall not be necessary to restate the business of the meeting in that announcement. |
33. | Members' power to include other matters in business dealt with at an annual general meeting |
33.1 | Members representing at least five per cent. of the total voting rights of all members who have a right to vote on the resolution at the annual general meeting to which the request relates (excluding any voting rights attached to any shares in the Company held as treasury shares), or not less than 100 members who have a relevant right to vote and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, may require the Company to circulate, to members of the Company entitled to receive notice of the next annual general meeting, notice of a resolution which may be properly moved and is intended to be moved at that meeting and if so required the Company shall, unless the resolution: |
33.1.1 | would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); |
33.1.2 | is defamatory of any person; or |
33.1.3 | is frivolous or vexatious |
33.2 | A request by the members under Article 33.1 may be in hard copy or in electronic form and must: |
33.2.1 | identify the resolution of which notice is to be given; |
33.2.2 | be authenticated (as defined in section 1146 of the UK Companies Act 2006) by the person or persons making it; and |
33.2.3 | be received by the Company at least 90 days before the one year anniversary of the previous year's annual general meeting. |
33.3 | The business which may be dealt with at an annual general meeting includes a resolution of which notice is given in accordance with Article 33.1. |
33.4 | Where so requested by members representing at least five per cent. of the total voting rights of all members who have a relevant right to vote (excluding any voting rights attached to any shares in the Company held as treasury shares), or by not less than 100 members who have a relevant right to vote and who hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, the Company shall circulate, to members of the Company entitled to receive notice of a general meeting, a statement of not more than 1,000 words with respect to: |
33.4.1 | a matter referred to in a proposed resolution to be dealt with at that meeting; or |
33.4.2 | other business to be dealt with at that meeting. |
33.5 | A request by the members under Article 33.4 may be in hard copy or in electronic form and must: |
33.5.1 | identify the statement to be circulated; |
33.5.2 | be authenticated (as defined in section 1146 of the UK Companies Act 2006) by the person or persons making it; and |
33.5.3 | be received by the Company by the date referred to in Article 33.2.3. |
33.6 | Where the Company is required under Article 33.4 to circulate a statement it must send a copy of it to each member of the Company entitled to receive notice of the meeting: |
33.6.1 | in the same manner as the notice of the meeting; and |
33.6.2 | at the same time as, or as soon as reasonably practicable after, it gives notice of the meeting. |
33.7 | The expenses of the Company in complying with Article 33.4 need not be paid by the members who requested the circulation of the statement if: |
33.7.1 | the meeting to which the requests relate is the annual general meeting of the Company; and |
33.7.2 | requests sufficient to require the Company to circulate the statement are received before the end of the financial year preceding the meeting. |
33.8 | Unless Article 33.7 applies: |
33.8.1 | the expenses of the Company in complying with Article 33.4 must be paid by the members who requested the circulation of the statement unless the Company resolves otherwise; and |
33.8.2 | unless the Company has previously so resolved, it is not bound to comply with this Article unless there is deposited with or tendered to it, not later than the date referred to in Article 33.2.3, a sum reasonably sufficient to meet its expenses in doing so. |
33.9 | The Company may apply to the Royal Court of Jersey to seek a ruling that it is not required to circulate a members' statement under Article 33.4 on the basis that the rights under such Article are being abused. |
33.10 | In Article 33.4 "relevant right to vote" means: |
33.10.1 | in relation to a statement with respect to a matter referred to in a proposed resolution, a right to vote on that resolution at a meeting to which the requests relate; and |
33.10.2 | in relation to any other statement a right to vote at the meeting to which the requests relate. |
34. | Information rights |
34.1 | A member shall have the right to nominate another person, on whose behalf he holds shares, to enjoy information rights (as such term is defined in section 146 of the UK Companies Act 2006). The nominated person shall have the same rights as those contained in the provisions of section 146 to 149 (other than section 147(4)) of the UK Companies Act 2006, and the Company shall comply with all its obligations in respect of such information rights granted to a nominated person as if it were a company incorporated in the United Kingdom to which such provisions of the UK Companies Act 2006 apply provided that: |
34.1.1 | references to accounts, reports or other documents shall be construed as references to the corresponding documents (if any) under the Companies (Jersey) Law 1991; |
34.1.2 | references to section 1145 of the UK Companies Act 2006 shall not include sections 1145(4) and 1145(5); and |
34.1.3 | section 147(4) shall be replaced by the provisions of Article 136.20 with the reference to "member" being replaced by "nominated person". |
34.2 | This Article 34.2 applies to accounts for financial years beginning on or after 6 April 2008 and to auditors appointed for financial years beginning on or after 6 April 2008. Where so requested in the manner set out in section 527(4) of the UK Companies Act 2006 by members representing at least five per cent. of the total voting rights (excluding treasury shares) of all the members who have a right to vote at the general meeting at which the Company's annual accounts are laid, or by at least 100 members who have such right to vote and hold shares in the Company on which there has been paid up an average sum, per member, of at least £100, the Company shall without prejudice to its obligations under the Companies (Jersey) Law 1991 publish on its website a statement setting out any matter relating to the audit of the Company's accounts or any circumstances connected with an auditor of the Company ceasing to hold office, and the Company shall comply with all the obligations relating to the publication of such statement contained in the provisions of sections 527 to 529 (other than sections 527(5) and 527(6)) of the UK Companies Act 2006 as if it were a company incorporated in the United Kingdom, provided always that the Company shall not be required to comply with the obligation set out in section 527(1) of the UK Companies Act 2006 where the Board believes in good faith that the rights conferred by this Article 34.2 are being abused. |
35. | Quorum |
35.1 | No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting. Except as otherwise provided by these Articles, two members entitled to vote at the meeting present in person or by proxy together holding or representing by proxy not less than five per cent. of the issued shares shall be a quorum for all purposes. |
36. | Procedure if quorum not present |
36.1 | If within five minutes (or such longer time not exceeding one hour as the chairman of the meeting may decide to wait) after the time appointed for the commencement of the meeting a quorum is not present, the meeting shall (if requisitioned in accordance with the Statutes or these Articles) be dissolved or (in any other case) stand adjourned to such other day (not being less than ten clear days nor more than 28 days later) and at such time and place as the chairman of the meeting may decide and at such adjourned meeting one member present in person or by proxy (whatever the number of shares held by him) and entitled to vote shall be a quorum. |
36.2 | The Company shall give not less than seven clear days' notice of any meeting adjourned through want of a quorum and the notice shall specify that one member present in person or by proxy (whatever the number of shares held by him) and entitled to vote shall be a quorum. |
37. | Chairman of general meeting |
37.1 | The chairman (if any) of the Board or, in his absence, the deputy chairman (if any) shall preside as chairman at every general meeting. If there is no such chairman or deputy chairman, or if at any meeting neither the chairman nor a deputy chairman is present within five minutes after the time appointed for the commencement of the meeting, or if neither of them is willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman, if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall elect one of their number to be chairman. |
37.2 | The chairman of the meeting may invite any person to attend and speak at any general meeting of the Company whom he considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting. |
37.3 | The decision of the chairman of the meeting as to points of order, matters of procedure or arising incidentally out of the business of a general meeting shall be conclusive, as shall be his decision, acting in good faith, on whether a point or matter is of this nature. |
38. | Attendance and speaking at general meetings |
38.1 | A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. |
38.2 | A person is able to exercise the right to vote at a general meeting when: |
38.2.1 | that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and |
38.2.2 | that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. |
38.3 | The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it. |
38.4 | Each Director shall be entitled to attend and to speak at any general meeting of the Company and at any separate general meeting of the holders of any class of shares or debentures in the Company. |
39. | Meeting at more than one place and/or in a series of rooms |
39.1 | A general meeting or adjourned meeting may be held at more than one place. The notice of meeting will specify the place at which the chairman will be present (the "Principal Place") and a letter accompanying the notice will specify any other place(s) at which the meeting will be held simultaneously (but any failure to do this will not invalidate the notice of meeting). |
39.2 | A general meeting or adjourned meeting will be held in one room or a series of rooms at the place specified in the notice of meeting or any other place at which the meeting is to be held simultaneously. |
39.3 | If the meeting is held in more than one place and/or in a series of rooms, it will not be validly held unless all persons entitled to attend and speak at the meeting are able: |
39.3.1 | if excluded from the Principal Place or the room in which the chairman is present, to attend at one of the other places or rooms; and |
39.3.2 | to communicate with one another audio-visually throughout the meeting. |
39.4 | The Board may make such arrangements as it thinks fit for simultaneous attendance and participation at the meeting and may vary any such arrangements or make new arrangements. Arrangements may be notified in advance or at the meeting by whatever means the Board thinks appropriate to the circumstances. Each person entitled to attend the meeting will be bound by the arrangements made by the Board. |
39.5 | Where a meeting is held in more than one place and/or a series of rooms, then for the purpose of these Articles the meeting shall consist of all those persons entitled to attend and participate in the meeting who attend at any of the places or rooms. |
40. | Security arrangements |
40.1 | The Board may direct that persons entitled to attend any general meeting should submit to such searches or other security arrangements or restrictions as the Board shall consider appropriate in the circumstances and the Board may in its absolute discretion refuse entry to such general meeting to any person who fails to submit to such searches or otherwise to comply with such security arrangements or restrictions. If any person has gained entry to a general meeting and refuses to comply with any such security arrangements or restrictions or disrupts the proper and orderly conduct of the general meeting, the chairman of the meeting may at any time without the consent of the general meeting require such person to leave or be removed from the meeting. |
41. | Adjournments |
41.1 | The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either indefinitely or to such time and place as he may decide if it appears to him that: |
41.1.1 | the persons entitled to attend cannot be conveniently accommodated in the place appointed for the meeting; |
41.1.2 | the conduct of persons present prevents, or is likely to prevent, the orderly continuation of business; or |
41.1.3 | an adjournment is otherwise necessary so that the business of the meeting may be properly conducted. |
41.2 | In addition, the chairman of the meeting may at any time with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting either indefinitely or to such time and place as he may decide. When a meeting is adjourned indefinitely the time and place for the adjourned meeting shall be fixed by the Board. |
41.3 | No business shall be transacted at any adjourned meeting except business which might properly have been transacted at the meeting had the adjournment not taken place. |
42. | Notice of adjourned meeting |
42.1 | If a meeting is adjourned indefinitely or for 30 days or more or for lack of a quorum, at least seven clear days' notice specifying the place, the day and the time of the adjourned meeting shall be given, but it shall not be necessary to specify in the notice the nature of the business to be transacted at the adjourned meeting. Otherwise, it shall not be necessary to give notice of an adjourned meeting. |
43. | Method of voting |
43.1 | At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll a poll is duly demanded. Subject to the Statutes, a poll may be demanded by: |
43.1.1 | the chairman of the meeting; |
43.1.2 | at least five members or proxies entitled to vote on the resolution; |
43.1.3 | any member or proxy alone or together with one or more others representing in aggregate at least one-tenth of the total voting rights of all the members having the right to attend and vote on the resolution (excluding any voting rights attached to any shares held as treasury shares); or |
43.1.4 | any member or proxy alone or together with one or more others holding or having been appointed in respect of shares conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any voting rights attached to any shares held as treasury shares). |
43.2 | Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously or by a particular majority or not carried by a particular majority or lost and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. |
44. | Votes of members |
44.1 | Subject to the Statutes, to any rights or restrictions attached to any shares and to any other provisions of these Articles, on a show of hands every member who is present in person shall have one vote and on a poll every member shall have one vote for every share of which he is the holder. If the notice of the meeting has specified a time (which is not more than 48 hours, ignoring any part of a day that is not a working day, before the time fixed for the meeting) by which a person must be entered on the Register in order to have the right to attend and vote at the meeting, no person registered after that time shall be eligible to attend and vote at the meeting by right of that registration, even if present at the meeting. References in these Articles to members present in person shall be construed accordingly. |
45. | Votes of joint holders |
45.1 | In the case of joint holders of a share who are entitled to vote the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the Register. |
46. | Votes of member suffering incapacity |
46.1 | A member in respect of whom an order has been made by any competent court or official on the ground that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs may vote, whether on a show of hands or on a poll, by any person authorised in such circumstances to do so on his behalf and that person may vote on a poll by proxy. The vote of such member shall not be valid unless evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote is deposited at the Office, or at such other place as is specified in accordance with these Articles for the deposit of appointments of proxy in hard copy form, not later than the last time at which an appointment of proxy should have been delivered in order to be valid for use at that meeting or on the holding of that poll. |
47. | Votes on a poll |
47.1 | On a poll, a member entitled to more than one vote on a poll need not, if he votes, use all his votes or cast all the votes he uses in the same way. |
48. | Right to withdraw demand for a poll |
48.1 | The demand for a poll may, before the earlier of the close of the meeting and the taking of the poll, be withdrawn but only with the consent of the chairman of the meeting and, if a demand is withdrawn, any other persons entitled to demand a poll may do so. If a demand is withdrawn, it shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the chairman of the meeting may give whatever directions he considers necessary to ensure that the business of the meeting proceeds as it would have if the demand had not been made. |
49. | Procedure if poll demanded |
49.1 | If a poll is duly demanded, it shall be taken in such manner as the chairman of the meeting directs and he may appoint scrutineers (who need not be persons entitled to vote) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
50. | When poll to be taken |
50.1 | A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or on such date (being not more than 30 days after the poll is demanded) and at such time and place and in such manner or by such means as the chairman of the meeting directs. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
51. | Continuance of other business after poll demanded |
51.1 | The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. |
52. | Proposal or amendment of resolution |
52.1 | A resolution proposed by the chairman of the meeting does not need to be seconded. In the case of a resolution duly proposed as a special resolution, no amendment to that resolution (other than an amendment to correct an obvious error) may be considered or voted upon. In the case of a resolution duly proposed as an ordinary resolution, no amendment to that resolution (other than an amendment to correct an obvious error) may be considered or voted upon unless at least 48 hours prior to the time appointed for holding the meeting or adjourned meeting at which such ordinary resolution is to be proposed notice of the terms of the amendment and of the intention to move the amendment has been lodged in writing in hard copy form at the Office or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it, or the chairman of the meeting in his absolute discretion decides in good faith that it may be considered and voted upon. |
53. | Amendment of resolution ruled out of order |
53.1 | If an amendment is proposed to any resolution under consideration which the chairman of the meeting rules out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. |
54. | Objections or errors in voting |
54.1 | If: |
54.1.1 | any objection shall be raised to the qualification of any voter; |
54.1.2 | any votes have been counted which ought not to have been counted or which might have been rejected; or |
54.1.3 | any votes are not counted which ought to have been counted |
55. | Execution of an appointment of proxy |
55.1 | If the appointment of a proxy is: |
55.1.1 | in hard copy form, it shall be executed under the hand of the appointor or of his attorney authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign it; |
55.1.2 | in electronic form, it shall be executed by or on behalf of the appointor. |
55.2 | Subject as provided in this Article, in the case of an appointment of proxy purporting to be executed on behalf of a corporation by an officer of that corporation it shall be assumed, unless the contrary is shown, that such officer was duly authorised to do so on behalf of that corporation without further evidence of that authorisation. |
55.3 | The Board may (but need not) allow proxy appointments to be made in electronic form, and if it does it may make such appointments subject to such stipulations, conditions or restrictions, and require such evidence of valid execution, as the Board thinks fit. |
55.4 | A proxy need not be a member of the Company. |
56. | Times for deposit of an appointment of proxy |
56.1 | The appointment of a proxy shall: |
56.1.1 | if in hard copy form, be deposited at the Office or at any office of the Company's registrar or transfer agent as is specified for the purpose in the notice convening the meeting or in the instrument not less than 48 hours, ignoring any part of a day that is not a working day, before the time of the holding of the meeting or adjourned meeting at which the person named in the appointment proposes to vote, or by such later time as is specified in the notice or instrument; or |
56.1.2 | if in electronic form, where an address has been specified for the purpose of receiving documents or information by electronic means: |
(a) | in the notice convening the meeting, or |
(b) | in any instrument of proxy sent out by the Company in relation to the meeting, or |
(c) | in any invitation to appoint a proxy by electronic means issued by the Company in relation to the meeting, |
56.1.3 | in the case of a poll taken more than 48 hours after it is demanded, be deposited or received in that manner after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll, or by such later time as may be specified for the purpose; or |
56.1.4 | where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to any Director, |
56.2 | Except as provided otherwise in any terms and conditions issued, endorsed or adopted by the Board to facilitate the appointment by members of more than one proxy to exercise all or any of the member's rights at a meeting, when two or more valid but differing appointments of proxy are deposited, delivered or received in respect of the same share for use at the same meeting, the one which is last deposited, delivered or received (regardless of its date or of the date of execution) shall be treated as replacing the others as regards that share; if the Company is unable to determine which was last deposited, delivered or received, none of them shall be treated as valid in respect of that share. The deposit, delivery or receipt of an appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. |
57. | Form of appointment of proxy |
57.1 | The appointment of a proxy shall be in any usual form or any other form that the Board may approve and may relate to more than one meeting. The Board may, if it thinks fit but subject to the Statutes, include with the notice of any meeting forms of appointment of proxy for use at the meeting. |
57.2 | Appointments of proxies may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions, but the Company shall not be obliged to ascertain that any proxy has complied with those or any other instructions given by the appointor and no decision on any resolution shall be vitiated by reason only that any proxy has not done so. |
57.3 | A member may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. The appointment of a proxy shall be deemed to include all the relevant member's rights to attend and speak at the meeting and vote in respect of the share or shares concerned (but so that each proxy appointed by that member may vote on a show of hands notwithstanding that the member would only have had one vote if voting in person, and may demand or join in demanding a poll as if the proxy held the share or shares concerned) and, except to the extent that the appointment comprises instructions to vote in a particular way, to permit the proxy to vote or abstain as the proxy thinks fit on any business properly dealt with at the meeting, including a vote on any amendment of a resolution put to the meeting or on any motion to adjourn. |
57.4 | On a vote on a resolution on a show of hands at a meeting, every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote, except that if the proxy has been duly appointed by more than one member entitled to vote on the resolution and: |
57.4.1 | has been instructed by one or more of those members to vote for the resolution and by one or more other of those members to vote against it, or |
57.4.2 | has been instructed to vote the same way (either for or against) on the resolution by all of those members except those who have given the proxy discretion as to how to vote on the resolution |
57.5 | The appointment shall, unless the contrary is stated in it, be as valid for any adjournment of the meeting as for the meeting to which it relates (regardless of any change of date, time or place effected in accordance with these Articles). |
58. | Validity of proxy |
58.1 | Subject to the Statutes, a vote given or poll demanded by proxy shall be valid, notwithstanding the previous determination of the proxy's authority unless notice of such determination was received by the Company at the Office (or at such other place at which the appointment of proxy was duly deposited or, where the appointment of the proxy was in electronic form, at the address at which such appointment was duly received) not later than the last time at which an appointment of proxy should have been deposited, delivered or received in order to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll demanded. |
59. | Maximum validity of proxy |
59.1 | A valid appointment of proxy shall cease to be valid after the expiration of 12 months from the date of its execution except that it will remain valid after that for the purposes of a poll or an adjourned meeting if the meeting at which the poll was demanded or the adjournment moved was held within the 12-month period. |
60. | Number of Directors |
60.1 | Unless otherwise determined by ordinary resolution of the Company, the number of Directors shall not be less than two but shall not be subject to any maximum number. |
61. | No shareholding qualification for Directors |
61.1 | No shareholding qualification for Directors shall be required. |
62. | Ordinary remuneration |
62.1 | Each of the Directors (other than any Director who for the time being holds an executive office or employment with the Company or a subsidiary of the Company) shall be paid a fee for his services at such rate as may from time to time be determined by the Board or by a committee authorised by the Board. Such fee shall be deemed to accrue from day to day. |
63. | Expenses |
63.1 | The Directors may be paid all travelling, hotel and other expenses properly incurred by them in the conduct of the Company's business performing their duties as Directors including all such expenses incurred in connection with attending and returning from meetings of the Board or any committee of the Board or general meetings or separate meetings of the holders of any class of shares or debentures of the Company or otherwise in connection with the business of the Company. |
64. | Extra remuneration |
64.1 | Any Director who is appointed to any executive office or who serves on any committee or who devotes special attention to the business of the Company or goes or resides abroad for any purposes of the Company shall receive such remuneration or extra remuneration by way of salary, commission, participation in profits or otherwise as the Board or any committee authorised by the Board may determine in addition to or in lieu of any remuneration paid to, or provided for, such Director by or pursuant to any other of these Articles. |
65. | Executive Directors |
65.1 | The Board or any committee authorised by the Board may from time to time appoint one or more of its body to hold any employment or executive office with the Company for such period and on such other terms as the Board or any committee authorised by the Board may decide and may revoke or terminate any appointment so made. Any revocation or termination of the appointment shall be without prejudice to any claim for damages that the Director may have against the Company or that the Company may have against the Director for any breach of any contract of service between him and the Company. A Director so appointed may be paid such remuneration (whether by way of salary, commission, participation in profits or otherwise) in such manner as the Board or any committee authorised by the Board may decide. |
65.2 | The Board may from time to time appoint any person to any office or employment having a descriptive designation or title including the word "director" or attach to any existing office or employment with the Company such a designation or title and may at any time determine any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment with the Company shall not imply that the holder of the office is a director of the Company nor shall such holder thereby be empowered in any respect to act as a director of the Company or be deemed to be a Director for any of the purposes of the Statutes or these Articles. |
66. | General powers of the Company vested in the Board |
66.1 | The business of the Company shall be managed by the Board, which, subject to these Articles and any direction given by the Company by special resolution, may exercise all the powers of the Company. No alteration of these Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. |
66.2 | The powers given by this Article shall not be limited by any special power given to the Board by any other Article. |
67. | Agents |
67.1 | The Board may, by power of attorney or otherwise, appoint any person to be the agent of the Company on such terms (including terms as to remuneration) and subject to such conditions as it may decide and may delegate to any person so appointed any of its powers, authorities and discretions (with power to sub-delegate). The Board may remove any person so appointed and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. |
67.2 | The power to delegate contained in this Article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by committee authorised by the Board. |
68. | Delegation to individual Directors |
68.1 | The Board may entrust to and confer upon a Director any of its powers, authorities and discretions (with power to sub-delegate) upon such terms (subject to the Statutes) and subject to such conditions and with such restrictions as it may decide. The Board may from time to time revoke or vary all or any of them but no person dealing in good faith and without notice of the revocation or variation shall be affected by it. |
68.2 | The power to delegate contained in this Article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board. |
69. | Delegation to committees |
69.1 | The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to any committee consisting of such person or persons as it thinks fit (whether a member or members of its body or not) provided that the majority of the members of the committee are Directors. Subject to any restriction on sub-delegation imposed by the Board, any committee so formed may exercise its power to sub-delegate by sub-delegating to any person or persons (whether or not a member or members of the Board or of the committee). Subject to any regulations imposed on it by the Board, the proceedings of any committee consisting of two or more members shall be governed by the provisions in these Articles for regulating proceedings of the Board so far as applicable except that no meeting of that committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless a majority of the committee present at the meeting are Directors. A member of a committee shall be paid such remuneration (if any) in such manner as the Board may decide, and, in the case of a Director, either in addition to or in place of his ordinary remuneration as a Director. |
69.2 | The power to delegate contained in this Article shall be effective in relation to the powers, authorities and discretions of the Board generally and shall not be limited by the fact that in certain of these Articles, but not in others, express reference is made to particular powers, authorities or discretions being exercised by the Board or by a committee authorised by the Board. |
70. | Provision for employees |
70.1 | The Board may make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary. |
71. | Borrowing Powers |
71.1 | The Board may exercise all the powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Statutes, to issue debentures and other securities, whether outright or as collateral security, for any debt, liability or obligation of the Company or of any third party. |
71.2 | The Board shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings (if any) so as to secure (but as regards subsidiary undertakings only in so far as by the exercise of such rights or powers of control the Board can secure) that the aggregate principal amount from time to time outstanding of all borrowings by the Group (exclusive of borrowings owing by one member of the Group to another member of the Group) shall not at any time without the previous sanction of an ordinary resolution of the Company exceed an amount equal to three times the Adjusted Capital and Reserves. |
71.3 | For the purposes of this Article: |
71.3.1 | "the Adjusted Capital and Reserves" means the aggregate of: |
(a) | the amount paid up on the share capital of the Company; |
(b) | the amounts standing to the credit of the capital and revenue reserves of the Company and its subsidiary undertakings (including any capital redemption reserve, redenomination reserve, reserves arising on a revaluation of fixed assets or on consolidation and any credit balance on profit and loss account); and |
(c) | the amounts, so far as attributable to the Company or a subsidiary undertaking, standing to the credit of investment grants equalisation account, deferred regional development grants equalisation account or any other equalisation account of a similar nature; |
(d) | excluding (so far as not already excluded) any sums set aside for taxation; |
(e) | making such adjustments as may be appropriate to reflect any variation in the amount of the paid up share capital or reserves since the date of the relevant audited balance sheet and any variation in the amounts attributable to the interest of the Company in the share capital of any subsidiary undertaking and so that for this purpose if any issue or proposed issue of shares by a member of the Group for cash has been underwritten then such shares shall be deemed to have been issued and the amount (including any premium) of the subscription monies payable in respect thereof (not being monies payable later than six months after the date of allotment) shall to the extent so underwritten be deemed to have been paid up on the date when the issue of such shares was underwritten (or, if such underwriting was conditional, on the date when it became unconditional); and |
(f) | making such adjustments as may be appropriate in respect of any distribution declared, recommended or made by any member of the Group (otherwise than to a member of the Group) out of profits earned up to and including the date of the audited balance sheet of the Group to the extent that such distribution is not provided for in such balance sheet; |
(g) | deducting the amount of any debit balance on profit and loss account existing at the date of the relevant audited balance sheet to the extent that a deduction has not already been made on that account; |
(h) | deducting any amounts shown as attributable to minority interests; |
(i) | adding back, if it is a liability, or deducting, if it is an asset, the amount (net of any related deferred tax asset or liability, as the case may be) that relates to any defined benefit pension scheme; |
(j) | adding back sums equivalent to the amount of goodwill arising on acquisitions of companies and businesses remaining part of the Group at the date of calculation and which, at that date, had been written off against share capital and reserves in accordance with United Kingdom accounting practice; and |
(k) | making such other (if any) adjustments as the Auditors after consultation with the Board may consider appropriate. |
71.3.2 | "borrowings" include not only items referred to as borrowings in the audited balance sheet but also the following, except in so far as otherwise taken into account: |
(a) | the principal amount of any debentures or borrowed monies of any person, the beneficial interest in which is not for the time being owned by a member of the Group, and the payment or repayment of which is the subject of a guarantee or indemnity by a member of the Group or is secured on the assets of any member of the Group; |
(b) | the outstanding amount raised by acceptances by any bank or accepting house under any acceptance credit opened on behalf of and in favour of any member of the Group, not being acceptances of trade bills for the purchase of goods or services in the ordinary course of business; |
(c) | the principal amount of any debenture (whether secured or unsecured) of a member of the Group, which debenture is owned otherwise than by another member of the Group Provided that where the amount raised by the Company or any of its subsidiary undertakings by the issue of any debentures, debenture stocks, loan stocks, bonds, notes or other indebtedness is less than the nominal or principal amount thereof (including for these purposes any fixed or minimum premium payable on final redemption or repayment but disregarding the expenses of any such issue) the amount to be treated as monies borrowed for the purpose of this Article shall, so long as the nominal or principal amount of such monies borrowed is not presently due and payable, be the nominal or principal amount thereof (together with any fixed or minimum premium payable on final redemption or repayment) but after deducting therefrom the unexpired portion of any discount applied to such amount in the audited balance sheet of the Group. Any references in this Article to debentures or monies borrowed or the nominal or principal amount thereof shall, accordingly, be read subject to this sub-paragraph; |
(d) | the principal amount of any preference share capital of any subsidiary undertaking owned otherwise than by a member of the Group; |
(e) | any fixed or minimum premium payable on the repayment of any borrowing or deemed borrowing; and |
(f) | the capital value of any financial lease required to be capitalised and treated as a liability in the audited balance sheet by any applicable accounting standard from time to time in force, |
(g) | monies borrowed by a member of the Group for the purpose of repaying the whole or any part of any borrowings of such member of the Group or any other member of the Group for the time being outstanding and so to be applied within six months of being so borrowed, pending their application for such purpose within such period; |
(h) | monies borrowed by a member of the Group for the purpose of financing any contract in respect of which any part of the price receivable by that member or any other member of the Group is guaranteed or insured by the Export Credits Guarantee Department, or by any other governmental department or agency fulfilling a similar function, up to an amount equal to that part of the price receivable under the contract which is so guaranteed or insured; |
(i) | for a period of 12 months from the date upon which a company becomes a member of the Group, an amount equal to the monies borrowed by such company outstanding at the date when it becomes such a member provided always that monies borrowed by the Group (including monies otherwise excluded by the application of this sub-paragraph) must not exceed an amount equal to three times the Adjusted Capital and Reserves; |
(j) | an amount equal to the minority proportion of monies borrowed by a partly owned subsidiary of the Group (after excluding any monies borrowed owing between members of the Group) except to the extent that such monies borrowed are guaranteed by the Company or any wholly owned subsidiary undertaking of the Company. For these purposes the minority proportion shall be the proportion of the issued equity share capital of such partly owned subsidiary which is not for the time being beneficially owned within the Group. Monies borrowed by a member of the Group from a partly owned subsidiary of the Group which would fall to be excluded as being monies borrowed owing between members of the Group shall nevertheless be included to the extent of an amount equal to such minority proportion of such monies borrowed; and |
(k) | sums advanced or paid to any member of the Group (or its agents or nominee) by customers of any member of the Group as unexpended customer receipts or progress payments pursuant to any contract between such customer and a member of the Group in relation thereto; |
(i) | cash in hand of the Group; and |
(ii) | cash deposits and the balance on each current account of the Group with banks in the United Kingdom and/or elsewhere if the remittance of the cash to the United Kingdom is not prohibited by any law, regulation, treaty or official directive; and |
(iii) | the amount of all assets ("short term assets") as might be included in "Investments - short term loans and deposits" in a consolidated balance sheet of the Group prepared as at the date of the relevant calculation in accordance with the principles with which the then latest audited balance sheet was produced; and |
(iv) | the amount of any cash or short term assets securing the repayment by the Group of any amount borrowed by the Group deposited or otherwise placed with the trustee, agent, lender or similar entity in respect of the relevant borrowing; and |
71.3.3 | where the aggregate principal amount of borrowings required to be taken into account for the purposes of this Article on any particular date is being ascertained: |
(a) | monies borrowed by the Company or any subsidiary undertaking expressed in or calculated by reference to a currency other than sterling shall be converted into sterling by reference to the rate of exchange used for the conversion of such currency in preparation of the audited balance sheet which forms the basis of the calculation of the Adjusted Capital and Reserves or, if such calculation did not involve the relevant currency, by reference to the rate of exchange or approximate rate of exchange ruling as at the date of the aforesaid audited balance sheet as the Auditors may consider appropriate for this purpose; and |
(b) | if under the terms of any borrowing or as the result of any exchange cover scheme, forward currency contract, option or other arrangement, the amount of money that would be required to discharge the principal amount of such borrowing in full if it fell to be repaid (at the option of the Company or by reason of default) on such date is less than the amount that would otherwise be taken into account in respect of such borrowing for the purpose of this Article, the amount of such borrowing to be taken into account for the purpose of this Article shall be such lesser amount; |
71.3.4 | "audited balance sheet" means the audited balance sheet of the Company prepared for the purposes of the Statutes or, if an audited consolidated balance sheet of the Company and its subsidiary undertakings (with such exceptions as may be permitted in the case of a consolidated balance sheet prepared for the purposes of the Statutes) has been prepared for those purposes for the same financial year, means that audited consolidated balance sheet in which event all references to reserves and profit and loss account shall be deemed to be references to consolidated reserves and consolidated profit and loss account respectively and there shall be excluded any amounts attributable to outside interests in subsidiary undertakings; |
71.3.5 | the Company may from time to time change the accounting convention on which the audited balance sheet is based, provided that any new convention adopted complies with the requirements of the Statutes; if the Company should prepare its main audited balance sheet on the basis of one such convention, but a supplementary audited balance sheet or statement on the basis of another, the main audited balance sheet shall be taken as the audited balance sheet for the purposes of this Article; |
71.3.6 | no amount shall be taken into account more than once in the same calculation; and |
71.3.7 | "the Group" means the Company and its subsidiary undertakings (if any) other than those subsidiary undertakings authorised or required to be excluded from consolidation in the Company's group accounts pursuant to the Statutes. |
71.4 | The report of a suitably qualified accountant, such suitability to be determined by the Board, as to the amount of the Adjusted Capital and Reserves or borrowings or that the limit imposed by this Article has not been or will not in any particular circumstances be exceeded shall be conclusive and binding on all concerned. Nevertheless the Board may act in reliance on a bona fide estimate of the amount of the Adjusted Capital and Reserves at any time and if in consequence the limit contained in this Article is inadvertently exceeded an amount of borrowings equal to the excess may be disregarded until the expiration of three months after the date on which by reason of a report of a suitably qualified accountant, such suitability to be determined by the Board, or otherwise the Board became aware that such a situation has or may have arisen. |
71.5 | Notwithstanding the foregoing, no lender or other person dealing with the Company shall be concerned to see or inquire whether the limit imposed by this Article is observed and no borrowing incurred or security given in excess of such limit shall be invalid or ineffectual, except in the case of express notice to the lender or the recipient of the security at the time when the borrowing was incurred or the security given that the limit imposed by this Article had been or was thereby exceeded. |
71.6 | The Company shall keep or cause to be with the Register (or on any overseas branch register) a register of debt securities issued by it, showing with respect to each class or series of such securities: |
71.6.1 | the names, alphabetically arranged, and the latest known address of each person who is or has been a debt security holder; |
71.6.2 | the number of debt securities held by each debt security holder; and |
71.6.3 | the date and particulars of the issue and transfer of each debt security. |
72. | Retirement at annual general meetings |
72.1 | At each annual general meeting of the Company all the Directors shall retire. |
73. | Position of Retiring Director |
73.1 | Subject to these Articles, the Company at the meeting at which a Director retires may fill the vacated office and, in default, the retiring Director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Director is put to the meeting and lost. If he is not reappointed or deemed to be reappointed, he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting. |
74. | Eligibility for appointment as a Director |
74.1 | No person other than a Director retiring shall be appointed or reappointed a Director at any general meeting unless: |
74.1.1 | he is recommended by the Board; or |
74.1.2 | not less than seven nor more than 42 clear days before the day appointed for the meeting, notice executed by a member qualified to vote at the meeting (not being the person to be proposed) has been delivered to the Office (or received in electronic form at the electronic address at which the Company has or is deemed to have agreed to receive it) of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Company's register of Directors together with notice executed by that person of his willingness to be appointed or reappointed. |
75. | Power of the Company to appoint Directors |
75.1 | Subject to these Articles, the Company may by ordinary resolution appoint any person who is willing to act to be a Director, either to fill a vacancy on or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed any maximum number fixed by or in accordance with these Articles. A resolution for the appointment of two or more persons as Directors by a single resolution shall be void unless a resolution that it shall be so proposed has first been agreed to by the meeting without any vote being given against it. |
76. | Power of the Board to appoint Directors |
76.1 | Without prejudice to the power of the Company in general meeting under these Articles to appoint any person to be a Director, the Board may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an addition to the existing Board, but so that the total number of Directors shall not at any time exceed any maximum number fixed by or in accordance with these Articles . Any Director so appointed shall hold office only until the conclusion of the next following annual general meeting and, if not reappointed at that meeting, shall vacate office at the conclusion of the meeting. |
77. | Company's power to remove a Director and appoint another in his place |
77.1 | The Company may by ordinary resolution remove any Director before the expiration of his period of office and may, subject to these Articles, by ordinary resolution appoint another person who is willing to act to be a Director in his place. Any person so appointed shall be treated, for the purposes of determining the time at which he or any other Director is to retire, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or reappointed a Director. |
78. | Vacation of office by Directors |
78.1 | Without prejudice to the provisions for retirement or otherwise contained in these Articles, the office of a Director shall be vacated as soon as: |
78.1.1 | notification is received by the Company from the Director that he is resigning from office as Director, and such resignation has taken effect in accordance with its terms; |
78.1.2 | a bankruptcy order is made against him or he makes any arrangement or composition with his creditors generally in satisfaction of his debts; |
78.1.3 | a registered medical practitioner who is treating him gives a written opinion to the Company stating that the Director has become physically or mentally incapable of acting as a director and may remain so for more than three months or, by reason of his mental health, a court makes an order which wholly or partly prevents him from personally exercising any powers or rights that he would otherwise have; |
78.1.4 | without the permission of the Board, he is absent from meetings of the Board for six consecutive months and the Board resolves that his office is vacated; |
78.1.5 | he ceases to be a Director by virtue of the Statutes or is prohibited by law from being a Director or is removed from office under these Articles; |
78.1.6 | notice in writing that he is to vacate office executed by or on behalf of all the Directors other than him is delivered to the Office or tendered at a meeting of the Board, provided those Directors are not less than three in number. Separate notices in substantially the same form each executed by or on behalf of one or more of those Directors shall together be as effective as a single notice signed by all of them; or |
78.1.7 | his contract of service or letter of appointment as a Director expires or is terminated without being renewed within 14 days. |
78.2 | The provisions contained in sections 215 to 221 of the UK Companies Act 2006 in relation to payments made to directors (or a person connected to such directors) for loss of office (and the circumstances in which such payments would require the approval of members) shall apply to the Company, and the Company shall comply with such provisions as if it were a company incorporated in the United Kingdom, notwithstanding section 217(4)(a) and section 219(6)(a) of such provisions. |
79. | Transactions, offices, employment and interests |
79.1 | Subject to the Statutes, a Director notwithstanding his office: |
79.1.1 | may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with the office of Director and may act by himself or through his firm in a professional capacity for the Company (otherwise than as Auditor) and in either such case on such terms as to remuneration (whether by way of salary, commission, participation in profits or otherwise) and otherwise as the Board may determine, and any such remuneration shall be either in addition to or in lieu of any remuneration provided for, by or pursuant to any other Article; |
79.1.2 | may be a party to, or otherwise interested in, any contract with the Company or in which the Company is otherwise interested; |
79.1.3 | may be a director or other officer of, or employed by, or a party to any contract with, or otherwise interested in, any undertaking in the same group as the Company or promoted by the Company or by any such undertaking, or in which the Company or any such undertaking is otherwise interested or as regards which the Company or any such undertaking has any powers of appointment; |
79.1.4 | shall not, by reason of his office, be accountable to the Company for any remuneration or benefit which he derives from any such office or employment or from any such contract or from any interest in such undertaking and no such office, employment or contract shall be liable to be avoided on the ground of any such interest or benefit; |
79.1.5 | shall not be in breach of his duties as a director by reason only of his excluding himself from the receipt of information, or from participation in decision-making or discussion (whether at meetings of the directors or otherwise), that will or may relate to any such office, employment, contract or interest; and |
79.1.6 | shall not be required to disclose to the Company, or use in relation to the Company's affairs, any confidential information obtained by him in connection with any such office, employment, contract or interest if his doing so would result in a breach of a duty or an obligation of confidence owed by him in that connection |
79.2 | The Board may cause any voting power conferred by the shares in any other company held or owned by the Company or any power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of either of such powers in favour of a resolution appointing the Directors, or any of them, to be directors or officers of the other company, or in favour of the payment of remuneration to the directors or officers of the other company. |
79.3 | Except as otherwise provided by these Articles, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board or of a committee of the Board concerning any matter in which he has to his knowledge, directly or indirectly, an interest (other than his interest in shares or debentures or other securities of, or otherwise in or through, the Company) or duty which (together with any interest of a person connected with him) is material and, if he shall do so, his vote shall not be counted. A Director shall be entitled to vote on and be counted in the quorum in respect of any resolution concerning any of the following matters: |
79.3.1 | the giving to him of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of or for the benefit of, the Company or any of its subsidiary undertakings; |
79.3.2 | the giving by the Company of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; |
79.3.3 | his subscribing or agreeing to subscribe for, or purchasing or agreeing to purchase, any shares, debentures or other securities of the Company or any of its subsidiary undertakings as a holder of securities, or his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such shares, debentures, or other securities by the Company or any of its subsidiary undertakings for subscription, purchase or exchange; |
79.3.4 | any contract concerning any company (not being a company in which the Director owns one per cent. or more (as defined in this Article)) in which he is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise; |
79.3.5 | any arrangement for the benefit of employees of the Company or any of its subsidiary undertakings under which he benefits in a similar manner as the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the arrangement relates; |
79.3.6 | any contract concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any Directors or for persons who include Directors; or |
79.3.7 | any indemnity permitted by these Articles (whether in favour of the Director or others as well) against any costs, charges, expenses, losses and liabilities sustained or incurred by him as a director of the Company or of any of its subsidiary undertakings, or any proposal to provide funds to meet any expenditure incurred by him in defending himself in any criminal or civil proceeding in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or any of its subsidiary undertakings, or any investigation, or action taken, by a regulatory authority in that connection, or for the purposes of any application for relief under the Companies (Jersey) Law 1991. |
79.4 | A Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board concerning his own appointment, or the settlement or variation of the terms or the termination of his own appointment, as the holder of any office or place of profit with the Company or any company in which the Company is interested but, where proposals are under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit with the Company or any company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned shall be entitled to vote on and be counted in the quorum in relation to each resolution which does not concern either: (a) his own appointment or the settlement or variation of the terms or the termination of his own appointment; or (b) the appointment of another Director to an office or place of profit with a company in which the Company is interested and in which the Director seeking to vote or be counted in the quorum is interested by virtue of owning of one per cent. or more (as defined in this Article). |
79.5 | A company shall be deemed to be a company in which a Director owns one per cent. or more if and so long as he is directly or indirectly the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of such company or of the voting rights available to members of such company. For this purpose, there shall be disregarded any shares held by a Director as bare or custodian trustee and in which he has no beneficial interest, any shares comprised in a trust in which the Director's interest is in reversion or remainder (if and so long as some other person is entitled to receive the income from such trust) and any shares comprised in an authorised unit trust scheme in which the Director is interested only as a unit holder. |
79.6 | Where a company in which a Director owns one per cent. or more is materially interested in a contract, he shall also be deemed to be materially interested in that contract. |
79.7 | For the purposes of this Article, an interest of a person who is for the purposes of the UK Companies Act 2006 connected with a Director shall be treated as an interest of the Director. |
79.8 | References in this Article to a contract include references to any proposed contract and to any transaction or arrangement whether or not constituting a contract. |
79.9 | If any question shall arise at any meeting of the Board as to the materiality of the interest of a Director (other than the chairman of the meeting) or as to the entitlement of any Director (other than the chairman of the meeting) to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted in the quorum, the question shall be referred to the chairman of the meeting and his ruling in relation to the Director concerned shall be conclusive except in a case where the nature or extent of his interest (so far as it is known to the Director) has not been fairly disclosed to the Board. If any question shall arise in respect of the chairman of the meeting, the question shall be decided by resolution of the Board (for which purpose the chairman shall be counted in the quorum but shall not vote on the matter) and the resolution shall be conclusive except in a case where the nature or extent of the interest of the chairman of the meeting (so far as it is known to him) has not been fairly disclosed to the Board. |
79.10 | Subject to the Statutes, the Company may by ordinary resolution suspend or relax the provisions of this Article to any extent or ratify any contract not properly authorised by reason of a contravention of this Article. |
80. | Directors' gratuities and pensions |
80.1 | The Board or any committee authorised by the Board may exercise all the powers of the Company to provide benefits, whether by the payment of gratuities, pensions, annuities, allowances, bonuses or by insurance or otherwise, for any Director or former Director who holds or who has held but no longer holds any executive office, other office, place of profit or employment with the Company or with any body corporate which is or has been a subsidiary undertaking of the Company or a predecessor in business of the Company or of any such subsidiary undertaking, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office, place of profit or employment) establish, maintain, support, subscribe to and contribute to any scheme, trust or fund for the benefit of all or any such persons and pay premiums for the purchase or provision of any such benefits. The Board or any committee authorised by the Board may procure any of these matters to be done by the Company either alone or in conjunction with any other person. |
80.2 | No Director or former Director shall be accountable to the Company or the members for any benefit provided pursuant to this Article and the receipt of any such benefit shall not disqualify any person from being or becoming a Director. |
81. | Board meetings |
81.1 | The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Director may, and the Secretary on the requisition of a Director shall, convene a meeting of the Board. Board meetings must be held in Jersey or such other place as the Directors may determine provided that holding the Board meeting in such place shall not adversely affect the tax residency of the Company being in Jersey. |
82. | Notice of Board meetings |
82.1 | Notice of a Board meeting shall be given to each Director at least 48 hours before the time fixed for the meeting or such lesser period as may be reasonable under the circumstances and be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing or in electronic form to him at his last known address or any other address given by him to the Company for this purpose. A Director absent or intending to be absent from his normal address may request the Board that notices of Board meetings shall during his absence be sent to him at an address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and in the absence of any such request it shall not be necessary to give notice of a Board meeting to any Director who is for the time being absent from his normal address . |
82.2 | Notice of a Board meeting need not be given to Directors who waive their entitlement to notice of that meeting by giving notice to that effect to the Company not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it. |
83. | Voting |
83.1 | Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. |
84. | Quorum |
84.1 | The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number shall be a simple majority of the Directors provided always that Board meetings must be held in Jersey (or such other place as the Directors may determine provided that holding the Board meeting in such place shall not adversely affect the tax residency of the Company being in Jersey). |
84.2 | Subject to these Articles, any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of the Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present. |
85. | Board vacancies below minimum number |
85.1 | The continuing Directors or a sole continuing Director may act notwithstanding any vacancies on the Board, but, if the number of Directors is less than the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director may act only for the purpose of filling vacancies on the Board or of convening a general meeting of the Company. If there are no Directors or Director able or willing to act, any two members may call a general meeting of the Company for the purpose of appointing Directors. |
86. | Appointment of chairman |
86.1 | The Board may appoint a Director to be the chairman of the Board and may at any time remove him from that office. Unless he is unwilling to do so, the Director so appointed shall preside at every meeting of the Board at which he is present. But if there is no Director holding that office, or if the Director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairman of the meeting. |
87. | Competence of the Board |
87.1 | A meeting of the Board at which a quorum is present shall be competent to exercise all powers, authorities and discretions for the time being vested in or exercisable by the Board. |
88. | Participation in meetings by telephone |
88.1 | All or any of the members of the Board or of any committee of the Board may participate in a meeting of the Board or that committee by means of a conference telephone or any communication equipment that allows all persons participating in the meeting to hear and speak to each other. A person so participating shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is and shall be deemed to be a meeting even if there is only one person physically present where it is deemed to take place. |
89. | Written resolutions |
89.1 | A resolution in writing signed by: |
89.1.1 | all the Directors then in office; or |
89.1.2 | by all the members of a committee of the Board |
90. | Company books |
90.1 | The Board shall cause minutes to be made in books kept for the purpose of recording: |
90.1.1 | all appointments of officers made by the Board; |
90.1.2 | all proceedings at meetings of the Company, of the holders of any class of shares in the Company and of the Board and of committees of the Board, including the names of the Directors or members of a committee of the Board present at each such meeting. |
90.2 | Any such minutes, if purporting to be signed by the chairman of the meeting at which the appointments were made or proceedings held or by the chairman of the next succeeding meeting, shall be sufficient evidence of the facts stated in them without any further proof. |
91. | Validity of acts of the Board or a committee |
91.1 | All acts done by the Board or by a committee of the Board, or by a person acting as a Director or member of a committee of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director, member of a committee of the Board, or person acting as a Director, or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if each such person had been duly appointed and was qualified and had continued to be a Director or member of the committee and had been entitled to vote. |
92. | Liability of Directors for breach of Article 4.4 |
92.1 | Directors who vote for or consent to a resolution authorising the issue of a share under Article 4.4 for a consideration other than money are jointly and severally liable to the Company to make good any amount by which the consideration received is less than the fair equivalent of the money that the Company would have received if the share had been issued for money on the date of the resolution. |
93. | Appointment and removal of Company Secretary |
93.1 | Subject to the Statutes, the Secretary shall be appointed by the Board at such remuneration and upon such terms as it thinks fit. If thought fit, two or more persons may be appointed as joint Secretaries with the power to act jointly and severally. Any Secretary so appointed may be removed by the Board. |
93.2 | The Board may from time to time appoint an assistant or deputy secretary who, during such time as there may be no Secretary or no Secretary capable of acting, may act as Secretary and do any act authorised or required by these Articles or by law to be done by the Secretary. The signature of any document as Secretary by such assistant or deputy secretary shall be conclusive evidence (without invalidating that signature for any purpose) that at the time of signature there was no Secretary or no Secretary capable of acting. |
94. | Use of seal |
94.1 | The Seal shall only be used by the authority of the Board or of a committee authorised by the Board in that behalf and, unless otherwise decided by the Board or any such committee, any document to which the Seal is applied must also be signed by at least one authorised person in the presence of a witness who attests the signature. For the purposes of this Article, an authorised person is any Director, the Secretary or any person authorised by the Board or such committee for the purpose of signing documents to which the Seal is applied. |
95. | Company may declare dividends |
95.1 | Subject to the Statutes, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Board. |
96. | Board may pay interim dividends and fixed dividends |
96.1 | Subject to the Statutes, the Board may pay such interim dividends as appear to the Directors to be justified. If the share capital of the Company is divided into different classes, the Board may pay interim dividends on shares which confer deferred or non-preferred rights to dividends as well as on shares which confer preferential or special rights to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Board may also pay at intervals settled by it any dividend payable at a fixed date if it appears to the Board that the financial position of the Company justifies the payment. If the Board acts in good faith, it shall not incur any liability to the holders of shares conferring preferred rights for any loss which they may suffer by reason of the lawful payment of an interim dividend on any shares having deferred or non-preferred rights. |
97. | Currency of dividends |
97.1 | Except in so far as the rights attaching to any share otherwise provide, any dividends or other monies payable on or in respect of any share may be declared in any currency or currencies, and paid in the same currency or currencies or in any other currency or currencies, and subject to such charges to cover the costs of conversion, as the Board may determine, using where required such basis of conversion (including the rate and timing of conversion) as the Board decides. |
98. | Waiver of dividends |
98.1 | The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the relevant member or transmittee and delivered to the Company and if or to the extent that it is accepted as such or acted upon by the Company. |
99. | Non-cash dividends |
99.1 | A general meeting declaring a dividend may, upon the recommendation of the Board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets and, in particular, of paid-up shares or debentures of any other company and, where any difficulty arises concerning such distribution, the Board may settle it as the Board thinks expedient and in particular may issue fractional certificates or, subject to the Statutes and, in the case of shares held in uncertificated form, the system's rules, authorise and instruct any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for distribution of any assets and may determine that cash shall be paid to any member upon the basis of the value so fixed in order to secure equality of distribution and may vest any assets to be distributed in trustees as the Board may consider expedient. |
100. | Scrip dividends |
100.1 | Subject to the Statutes, the Board may, if authorised by an ordinary resolution of the Company, offer the holders of shares the right to elect to receive new shares, credited as fully paid, instead of cash for all or part (as determined by the Board) of any dividend. The following provisions shall apply: |
100.1.1 | an ordinary resolution may specify a particular dividend or dividends, or may specify all or any dividends, declared or paid within a specified period, but such period may not end later than the fifth anniversary of the date of the meeting at which the ordinary resolution is passed; |
100.1.2 | the basis of allotment to each entitled holder of shares shall be such number of new shares credited as fully paid as have a value as nearly as possible equal to (but not greater than) the amount of the dividend (disregarding any tax credit) which he has elected to forego. For this purpose, the "value" of an ordinary share shall be deemed to be the average of the middle market quotations for the Company's shares on the London Stock Exchange as derived from the Daily Official List on the day on which the shares are first quoted "ex" the relevant dividend and the four subsequent dealing days or in such other manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by a suitably qualified accountant, such suitability to be determined by the Board, as to the amount of the value in respect of any dividend shall be conclusive evidence of that amount; |
100.1.3 | no fraction of an ordinary share shall be allotted and if any holder of shares would otherwise be entitled to fractions of a share, the Board may deal with the fractions as it thinks fit, including (without limitation) determining that the whole or part of the benefit of fractional entitlements will be disregarded or accrue to the Company or that the value of fractional entitlements will be accumulated on behalf of a member (without entitlement to interest) and applied in paying up new shares in connection with a subsequent offer by the Company of the right to receive shares instead of cash in respect of a future dividend; |
100.1.4 | the Board shall not proceed with any election unless the Company has sufficient reserves or funds which may be capitalised to give effect to the election following the Board's determination of the basis of allotment; |
100.1.5 | on or as soon as practicable after announcing that the Board is to recommend or pay any dividend, the Board, if it intends to offer an election for that dividend, shall also announce that intention and, having determined the basis of allotment, shall notify the entitled holders of shares (other than any in relation to whom an election mandate in accordance with this Article is subsisting) of the right of election offered to them, and shall send with, or following, such notification, forms of election and shall specify the procedure to be followed and place at which, and the latest date and time by which, duly completed forms of election must be received in order to be effective; |
100.1.6 | the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable in cash on shares in respect of which an election has been duly made (the "elected shares") and instead additional shares shall be allotted to the holders of the elected shares on the basis of allotment so determined. For such purpose, the Board shall capitalise, out of any amount standing to the credit of any reserve or fund (including the profit and loss account), whether or not it is available for distribution, as the Board may determine, and apply it in paying up in full the appropriate number of shares for allotment and distribution to the holders of the elected shares on that basis; |
100.1.7 | the additional shares so allotted shall be allotted as of the record date for the dividend for which the right of election has been offered and shall rank pari passu in all respects with the shares then in issue except that they will not rank for the dividend or other distribution entitlement in respect of which they have been issued. Unless the Board otherwise determines (and subject always to the Order and the system's rules), the shares so allotted shall be issued as shares in certificated form (where the shares in respect of which they have been allotted were in certificated form at the Scrip Record Time) or as shares in uncertificated form (where the shares in respect of which they have been allotted were in uncertificated form at the Scrip Record Time) provided that if the Company is unable under the system's rules to issue shares in uncertificated form to any person, such shares shall be issued as shares in certificated form. For these purposes, the "Scrip Record Time" means such time on the record date for determining the entitlements of members to make elections as described in this Article, or on such other date as the Board may in its absolute discretion determine. |
100.2 | The Board may establish or vary a procedure for election mandates whereby a holder of shares may elect concerning future rights of election offered to that holder under this Article until the election mandate is revoked following that procedure. |
100.3 | The Board may exclude from any offer any holders of shares if it believes that it is necessary or expedient to do so in relation to any legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange or other authority in, any territory or that for any other reason the offer should not be made to them. |
101. | Enhanced scrip dividends |
101.1 | Subject to the Statutes and without prejudice to the generality of Article 100, the Board may, in respect of any cash dividend or other distribution (or any part thereof) declared or payable in relation to any financial year or period of the Company, offer to each holder of shares the right to elect to receive new shares in respect of the whole or part of the shares held by them instead of such cash dividend, on any basis described in that Article but so that the entitlement of each holder of shares to such new shares shall be determined by the Board such that the value (determined on the basis decided on by the Board) of the new shares concerned may exceed the cash amount that such holders of shares would otherwise have received by way of dividend and, in respect of such offer, that Article shall take effect subject to this Article. Any offer made under this Article shall be an alternative to any offer made under that Article in respect of a particular cash dividend (but shall form part of any plan which is in operation thereunder). |
101.2 | Any exercise by the Board of the powers granted to the Board by this Article shall be subject to a special resolution approving the exercise of such powers in respect of the dividend in question or in respect of any dividends or other distributions declared or payable in respect of a specified financial year or period of the Company which include the dividend in question but such year or period may not end later than the conclusion of the annual general meeting next following the date of the meeting at which such resolution is passed. No further sanction shall be required under Article 100 in respect of an exercise of powers by the Board under this Article and any authority granted under this Article shall not preclude the granting to the Board of a separate authority under that Article. |
102. | No interest on dividends |
102.1 | No dividend or other monies payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share. |
103. | Payment procedure |
103.1 | All dividends and interest shall belong and be paid to those entitled members whose names shall be on the Register at the date at which such dividend shall be declared or at the date on which such interest shall be payable respectively, or at such other record date as the Company by ordinary resolution or the Board may determine notwithstanding any subsequent transfer or transmission of shares. |
103.2 | The Company may pay any dividend, interest or other monies payable in cash in respect of shares by direct debit, bank transfer, cheque, dividend warrant, money order or by any other method (including by electronic means) as the Board may consider appropriate. |
103.3 | Every such cheque, warrant or order shall be made payable to the person to whom it is sent, or to such other person as the holder or the joint holders may in writing direct, and may be sent by post or equivalent means of delivery directed to the registered address of the holder or, in the case of joint holders, to the registered address of the joint holder whose name stands first in the Register, or to such person and to such address as the holder or joint holders may in writing direct. |
103.4 | Every such payment made by direct debit or bank transfer shall be made to the holder or joint holders or to or through such other person as the holder or joint holders may in writing direct. |
103.5 | In respect of shares in uncertificated form, where the Company is authorised to do so by or on behalf of the holder or joint holders in such manner as the Board shall from time to time consider sufficient, the Company may pay any such dividend, interest or other monies by means of the relevant system. Every such payment shall be made in such manner as may be consistent with the system's rules and, without prejudice to the generality of the foregoing, may include the sending by the Company or by any person on its behalf of an instruction to the Operator to credit the cash memorandum account of the holder or joint holders or, if permitted by the Company, of such person as the holder or joint holders may in writing direct. |
103.6 | The Company shall not be responsible for any loss of any such cheque, warrant or order and any payment made in any manner permitted by these Articles shall be at the sole risk of the holder or joint holders. Without prejudice to the generality of the foregoing, if any such cheque, warrant or order has been, or is alleged to have been, lost, stolen or destroyed, the Board may, on request of the person entitled thereto, issue a replacement cheque, warrant or order subject to compliance with such conditions as to evidence and indemnity and the payment of out of pocket expenses of the Company in connection with the request as the Board may think fit. |
103.7 | The issue of such cheque, warrant or order, the collection of funds from or transfer of funds by a bank in accordance with such direct debit or bank transfer or, in respect of shares in uncertificated form, the making of payment in accordance with the system's rules, shall be a good discharge to the Company. |
104. | Receipt by joint holders |
104.1 | If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend or other monies payable in respect of the share. |
105. | Where payment of dividends need not be made |
105.1 | The Company may cease to send any cheque or warrant through the post or to effect payment by any other means for any dividend or other monies payable in respect of a share which is normally paid in that manner on that share if in respect of at least two consecutive dividends payable on that share payment, through no fault of the Company, has not been effected (or, following one such occasion, reasonable enquiries have failed to establish any new address of the holder) but, subject to these Articles, the Company shall recommence payments in respect of dividends or other monies payable on that share by that means if the holder or transmittee claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way. |
106. | Unclaimed dividends |
106.1 | All dividends, interest or other sums payable unclaimed for one year after having become due for payment may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The retention by the Company of, or payment into a separate account of, any unclaimed dividend or other monies payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of it. Any dividend, interest or other sum unclaimed after a period of 12 years from the date when it became due for payment shall be forfeited and shall revert to the Company. |
107. | Capitalisation of profits |
107.1 | Upon the recommendation of the Board, the Company may pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or all or any part of any sum standing to the credit of any reserve or fund (whether or not available for distribution). |
107.2 | Subject as provided below, the Board may appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf (subject to approval by ordinary resolution and to any subsisting special rights previously conferred on any shares or class of shares) in paying up in full shares of any class or debentures of the Company and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other provided that: |
107.2.1 | the Company shall for the purposes of this Article be deemed to be such a member in relation to any shares held as treasury shares which, if not so held, would have ranked for any such distribution by way of dividend, but only insofar as the appropriated sum is to be applied in paying up in full shares of the Company; and |
107.2.2 | the capital redemption reserve, and any reserve or fund representing profits which are not available for distribution may only be applied in paying up in full shares of the Company. |
107.3 | The Board may authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation and any matters incidental thereto, any agreement made under such authority being binding on all such members. |
107.4 | If any difficulty arises concerning any distribution of any capitalised reserve or fund, the Board may subject to the Statutes and, in the case of shares held in uncertificated form, the system's rules, settle it as the Board considers expedient and in particular may issue fractional certificates, authorise any person to sell and transfer any fractions or resolve that the distribution should be made as nearly as practicable in the correct proportion or may ignore fractions altogether, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties as the Board considers expedient. |
108. | Authentication of documents |
108.1 | Any Director or the Secretary or any person appointed by the Board for the purpose shall have power to authenticate any documents or other information affecting these Articles and any resolutions passed by the Company or the Board or any committee and any books, records, accounts, documents and other communications relating to the business of the Company and to certify copies or extracts as true copies or extracts. Anything purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company, the Board or any committee which is certified as such in accordance with this Article shall be conclusive evidence in favour of all persons dealing with the Company upon the faith of such copy that such resolution has been duly passed or, as the case may be, that such minute or extract is a true and accurate record of proceedings at a duly constituted meeting. |
109. | Power to choose record date |
109.1 | Notwithstanding any other provision of these Articles, the Company or the Board may fix any date as the record date for any dividend, distribution, allotment or issue or for determining shareholders entitled to receive notice of and, subject to the Order, to vote at any meeting of shareholders. |
110. | Accounts |
110.1 | The Company shall keep accounting records and the Directors shall prepare accounts of the Company, made up to such date in each year as the Directors shall from time to time determine, in accordance with and subject to the Law. |
111. | Inspection of records |
111.1 | No member in his capacity as a member shall have any right of inspecting any record, book or document of any description belonging to the Company except as conferred by the Statutes or authorised by the Board or by ordinary resolution of the Company. |
112. | Destruction of documents |
112.1 | Subject to compliance with the system's rules, the Company may destroy: |
112.1.1 | any instrument of transfer of shares and any other document on the basis of which an entry is made in the Register, at any time after the expiration of six years from the date of registration; |
112.1.2 | any instruction concerning the payment of dividends or other monies in respect of any share or any notification of change of name or address, at any time after the expiration of two years from the date the instruction or notification was recorded; and |
112.1.3 | any share certificate which has been cancelled, at any time after the expiration of one year from the date of cancellation; |
112.2 | It shall conclusively be presumed in favour of the Company that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every share certificate so destroyed was a valid and effective document duly and properly cancelled and that every other document so destroyed was a valid and effective document in accordance with its particulars recorded in the books or records of the Company provided that: |
112.2.1 | this Article shall apply only to the destruction of a document in good faith and without express notice that its retention was relevant to any claim (regardless of the parties to the claim); |
112.2.2 | nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than the times referred to in this Article or in any case where the conditions of this Article are not fulfilled; and |
112.2.3 | references in this Article to the destruction of any document or thing include references to its disposal in any manner. |
113. | Form of communications |
113.1 | Except to the extent that these Articles provide otherwise, and subject to compliance with the Statutes, anything sent or supplied by or to any person, including the Company, under these Articles may be sent or supplied, whether or not because the Statutes require it to be sent or supplied, in any way (including, except in the case of anything supplied to the Company, by making it available on a website) in which documents or information required to be sent or supplied may be sent or supplied by or to that person in accordance with the Statutes and these Articles. |
113.2 | Except insofar as the Statutes require otherwise, the Company shall not be obliged to accept any notice, document or other information sent or supplied to the Company in electronic form unless it satisfies such stipulations, conditions or restrictions (including for the purpose of authentication) as the Board thinks fit, and the Company shall be entitled to require any such notice, document or information to be sent or supplied in hard copy form instead. |
113.3 | Any notice, document or other communication (including copies of accounts or summary financial statements) to be given to or by any person pursuant to these Articles (other than a notice calling a meeting of Directors) shall be in writing except that, if it is in electronic form, it need not be in writing unless these Articles specifically require it to be. |
113.4 | A member who sends to the Company an address at which a document or information may be sent using electronic communications shall be entitled to have notices or other documents sent to him at that address or the address specified for that member in the Register (provided that, in the case of a document or information sent by electronic means, including without limitation any notification that the document or information is available on a website, the Company so agrees, which agreement the Company shall be entitled to withhold in its absolute discretion including, without limitation, in circumstances in which the Company considers that the sending of the document or information to such address using electronic communications would or might infringe the laws of any other jurisdiction), but otherwise: |
113.4.1 | no such member shall be entitled to receive any document or information from the Company; and |
113.4.2 | without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meeting. |
113.5 | Subject to the Statutes, the Board may from time to time issue, endorse or adopt terms and conditions relating to the use of electronic means under these Articles. |
113.6 | Nothing in these Articles shall prevent the Company from sending or supplying any notice, document or information in hard copy form instead of in electronic form on any occasion. |
113.7 | A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called unless such member is present only for the purposes of protesting the adequacy of such notice and has so advised the Company prior to the meeting. |
113.8 | A document or information may be sent or supplied by the Company to the person or persons entitled by transmission to a share by sending it in any manner the Company may choose authorised by these Articles for the sending of a document or information to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address (if any) as may be supplied for that purpose by or on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a document or information may be sent in any manner in which it might have been sent if the death or bankruptcy or other event giving rise to the transmission had not occurred. |
113.9 | Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been sent to a person from whom he derives his title. |
113.10 | Proof that a document or information was properly addressed, prepaid and posted shall be conclusive evidence that the document or information was sent. Proof that a document or information sent or supplied by electronic means was properly addressed shall be conclusive evidence that the document or information was sent or supplied. A document or information sent by the Company to a member by post shall be deemed to have been received: |
113.10.1 | if sent by first class post or special delivery post from an address in the United Kingdom or Jersey to another address in the United Kingdom or Jersey, or by a postal service similar to first class post or special delivery post from an address in another country to another address in that other country, on the day following that on which the document or information was posted; |
113.10.2 | if sent by airmail from an address in the United Kingdom or Jersey to an address outside the United Kingdom or Jersey, or from an address in another country to an address outside that country (including without limitation an address in the United Kingdom or Jersey), on the third day following that on which the document or information was posted; and |
113.10.3 | in any other case, on the second day following that on which the document or information was posted. |
113.11 | A document or information sent or supplied by the Company to a member in electronic form shall be deemed to have been received by the member on the day following that on which the document or information was sent to the member. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive such document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. |
113.12 | A document or information sent or supplied by the Company to a member by means of a website shall be deemed to have been received by the member: |
113.12.1 | when the document or information was first made available on the website; or |
113.12.2 | if later, when the member is deemed by Articles 113.10 or 113.11 to have received notice of the fact that the document or information was available on the website. Such a document or information shall be deemed received by the member on that day notwithstanding that the Company becomes aware that the member has failed to receive the relevant document or information for any reason and notwithstanding that the Company subsequently sends a hard copy of such document or information by post to the member. |
113.13 | Subject to the Statutes, if at any time the Company is unable effectively to convene a general meeting by notices sent through the post in Jersey, Canada or the United Kingdom as a result of the suspension or curtailment of postal services, notice of general meeting may be sufficiently given by advertisement in Jersey, Canada and the United Kingdom. Any notice given by advertisement for the purpose of this Article shall be advertised in at least one newspaper having a national circulation. If advertised in more than one newspaper, the advertisements shall appear on the same date. Such notice shall be deemed to have been sent to all persons who are entitled to have notice of meetings sent to them on the day when the advertisement appears. In any such case, the Company shall send confirmatory copies of the notice by post, if at least seven days before the meeting the posting of notices to addresses throughout Jersey, Canada or the United Kingdom again becomes practicable. |
113.14 | A notice, document or other information may be served, sent or supplied by the Company in electronic form to a member who has agreed that notices, documents or information can be sent or supplied to them in that form and has not revoked such agreement. |
113.15 | Where the notice, document or other information is served, sent or supplied by electronic means, it may only be served, sent or supplied to an address specified for that purpose by the intended recipient (generally or specifically). |
113.16 | A notice, document or other information may be served, sent or supplied by the Company to a member by being made available on a website if the member has agreed (generally or specifically), or pursuant to Article 113.17 below is deemed to have agreed, that notices, documents or information can be sent or supplied to the member in that form and has not revoked such agreement. |
113.17 | If a member has been asked individually by the Company to agree that the Company may serve, send or supply notices, documents or other information generally, or specific notices, documents or other information to them by means of a website and the Company does not receive a response within a period of 28 days beginning with the date on which the Company's request was sent (or such longer period as the Directors may specify), such member will be deemed to have agreed to receive such notices, documents or other information by means of a website in accordance with Article 113.16 above (save in respect of any notices, documents or information that are required to be sent in hard copy form pursuant to the Statutes). A member can revoke any such deemed election in accordance with Article 113.20 below. |
113.18
|
A notice, document or other information served, sent or supplied by means of a website must be made available in a form, and by a means, that the Company reasonably considers will enable the recipient: (i) to read it, and (ii) to retain a copy of it. For this purpose, a notice, document or other information can be read only if: (i) it can be read with the naked eye; or (ii) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye. |
113.19 | If a notice, document or other information is served, sent or supplied by means of a website, the Company must notify the intended recipient of: (i) the presence of the notice, document or other information on the website, (ii) the address of the website; (iii) place on the website where it may be accessed, and (iv) how to access the notice, document or information. The document or information is taken to be sent on the date on which the notification required by this Article is sent or if later, the date on which the document or information first appeared on the website after that notification is sent. |
113.20 | Any amendment or revocation of a notification given to the Company or agreement (or deemed agreement) under this Article shall only take effect if in writing, signed (or authenticated by electronic means) by the member and on actual receipt by the Company thereof. |
113.21 | Communications sent to the Company by electronic means shall not be treated as received by the Company if it is rejected by computer virus protection arrangements. |
113.22 | Where these Articles require or permit a notice or other document to be authenticated by a person by electronic means, to be valid it must incorporate the electronic signature or personal identification details of that person, in such form as the Directors may approve, or be accompanied by such other evidence as the Directors may require to satisfy themselves that the document is genuine. |
113.23 | For the avoidance of doubt, where a member of the Company has received a document or information from the Company otherwise than in hard copy form, he is entitled to require the Company to send to him a version of the document or information in hard copy form within 21 days of the Company receiving the request. |
113.24 | Nothing in this Article 113 shall require the Company to take any action or step which could cause the Company to breach any applicable securities laws, regulations or similar. |
114. | Communication with joint holders |
114.1 | In the case of joint holders of a share, all notices, documents or other information shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and shall be deemed to have been given to all the joint holders. Any agreement by that holder that notices, documents and other information may be sent or supplied in electronic form or by being made available on a website shall be binding on all the joint holders. |
115. | Communications after transmission |
115.1 | Any notice, document or other information sent or supplied to any member pursuant to these Articles shall, notwithstanding that the member is then dead or bankrupt or that any other event giving rise to the transmission of the share by operation of law has occurred and whether or not the Company has notice of the death, bankruptcy or other event, be deemed to have been properly sent or supplied in respect of any share registered in the name of that member as sole or joint holder. |
115.2 | Unless agreed otherwise with the relevant transmittee, the Company may send or supply any notice, document or other information to a transmittee in any manner in which it might have been sent or supplied to the member from whom the transmittee derives title to the relevant share, and as if the transmittee's address were the same as the member's address in the Register or the electronic address (if any) specified by the member; but the Company shall not be entitled to assume that the address or electronic address is correct if sending notice to the transmittee under Article 27. |
116. | When notice deemed served |
116.1 | Any notice, document or other information: |
116.1.1 | if sent by the Company by post or other delivery service shall be deemed to have been received on the day (whether or not it is a working day) following the day (whether or not it was a working day) on which it was put in the post or given to the delivery agent and, in proving that it was duly sent, it shall be sufficient to prove that the notice, document or information was properly addressed, prepaid and put in the post or duly given to the delivery agent; |
116.1.2 | if sent by the Company by electronic means shall be deemed to have been received on the same day that it was sent, and proof that it was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that it was sent; |
116.1.3 | if made available on a website shall be deemed to have been received when notification of its availability on the website is deemed to have been received or, if later, when it is first made available on the website; |
116.1.4 | not sent by post or other delivery service but delivered personally or left by the Company at the address for that member on the Register shall be deemed to have been received on the day (whether or not it was a working day) and at the time it was so left; |
116.1.5 | sent or delivered by a relevant system shall be deemed to have been received when the Company (or a sponsoring system-participant acting on its behalf) sends the issuer instructions relating to the notice, document or information; |
116.1.6 | sent or supplied by the Company by any other means agreed by the member concerned shall be deemed to have been received when the Company has duly performed the action it has agreed to take for that purpose; and |
116.1.7 | to be given by the Company by advertisement shall be deemed to have been received on the day on which the advertisement appears. |
117. | Record date for communications |
117.1 | Any notice, document or information may be sent or supplied by the Company by reference to the Register as it stands at any time not more than 21 days before the day it was sent or supplied. No change in the Register after that time shall invalidate the delivery of that notice, document or information, and every transmittee or other person not on the Register in relation to a particular share at that time who derives any title or interest in the share shall be bound by the notice, document or information without the Company being obliged to send or supply it to that person. |
118. | Loss of entitlement to receive communications |
118.1 | If on two consecutive occasions notices, documents or information have been sent to any member at the registered address or his address (including an electronic address) for the service of notices but, through no fault of the Company, have been undelivered, such member shall not from then on be entitled to receive notices, documents or other information from the Company until he has notified to the Company in writing a new address to be either his registered address or his address (including an electronic address) for the service of notices. |
119. | Notice when post not available |
119.1 | If at any time postal services within Jersey , Canada or the United Kingdom are suspended or curtailed so that the Company is unable effectively to convene a general meeting or a meeting of the holders of any class of shares in its capital by notice sent through the post, the Board may decide that the only members to whom notice of the meeting must be sent are those to whom notice to convene the meeting can validly be sent by electronic means and those to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In any such case the Company shall also advertise the meeting in at least two national daily newspapers published in Jersey , Canada and the United Kingdom. If at least six clear days prior to the meeting the giving of notices by post to addresses throughout Jersey , Canada and the United Kingdom has, in the Board's opinion, become practicable, the Company shall send confirmatory copies of the notice by post or such other manner as is permitted under these Articles to the persons entitled to receive them when postal services are running normally. |
119.2 | At any time that postal services within Jersey , Canada and the United Kingdom are suspended or curtailed, any other notice or information considered by the Board to be capable of being supplied by advertisement shall, if advertised in at least one such newspaper, be deemed to have been notified to all members and transmittees to whom it would otherwise have been supplied in hard copy form. |
120. | Distribution in specie on winding up |
120.1 | If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by law, and subject to any rights, restrictions, limitations and privileges attaching to any class or series of shares, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with such sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator with such sanction determines, but no member shall be compelled to accept any assets upon which there is a liability. |
120.2 | A sale, lease or exchange of all or substantially all the property of the Company other than in the ordinary course of business of the Company shall require approval by special resolution. Each share of the Company shall carry the right to vote on such special resolution whether or not it otherwise carries the right to vote. |
121. | Indemnity |
121.1 | In so far as the Statutes allow and subject to the rules made by the competent authority of any other regulated or exchange regulated market on which the shares of the Company may be listed, every present and former Director, Secretary or other officer of the Company shall be indemnified out of the assets of the Company against any costs, charges, losses, damages and liabilities incurred by him in the actual or purported execution or discharge of his duties or exercise of his powers or otherwise in relation thereto, including (without prejudice to the generality of the foregoing) any liability incurred in defending any proceedings (whether civil or criminal) which relates to anything done or omitted or alleged to have been done or omitted by him in any such capacity, and in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Statutes in which relief is granted to him by any court of competent jurisdiction. |
122.
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Power to insure |
122.1 | The Board may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a director or other officer (unless the office is or was as Auditor) or employee of the Company or of any present or former subsidiary undertaking of the Company or of any body corporate in which the Company has or had an interest (whether direct or indirect) or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or of any such undertaking or body corporate is or has been interested, indemnifying such person against any liability which may attach to him, and any loss or expenditure which he may incur, in relation to anything actually or allegedly done or omitted to be done by him as a director, officer, employee or trustee, whether or not it involves any negligence, default, breach of duty or breach of trust by him in relation to the Company or the relevant undertaking, body corporate, fund or trust. |
ARTICLE 1 ESTABLISHMENT, PURPOSE AND DURATION
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1
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1.1
Establishment of the Plan
|
1
|
1.2
Purpose of the Plan
|
1
|
1.3
Duration of the Plan
|
1
|
1.4
Successor Plan
|
1
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ARTICLE 2 DEFINITIONS
|
1
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ARTICLE 3 ADMINISTRATION
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8
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3.1
General
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8
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3.2
Authority of the Committee
|
8
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3.3
Delegation
|
8
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ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
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9
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4.1
Number of Shares Available for Awards
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9
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4.2
Adjustments in Authorized Shares
|
9
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ARTICLE 5 ELIGIBILITY AND PARTICIPATION
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10
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5.1
Eligibility
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10
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5.2
Actual Participation
|
10
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ARTICLE 6 STOCK OPTIONS
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10
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6.1
Grant of Options
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10
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6.2
Award Agreement
|
10
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6.3
Option Price
|
11
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6.4
Duration of Options
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11
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6.5
Exercise of Options
|
11
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6.6
Payment
|
11
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6.7
Restrictions on Share Transferability
|
11
|
6.8
Death, Retirement and Termination of Employment
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12
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6.9
Nontransferability of Options
|
13
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ARTICLE 7 SHARE APPRECIATION RIGHTS
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14
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7.1
Grant of SARs
|
14
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7.2
SAR Agreement
|
14
|
7.3
Term of SAR
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14
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7.4
Exercise of Freestanding SARs
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14
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7.5
Exercise of Tandem SARs
|
14
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7.6
Payment of SAR Amount
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14
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7.7
Termination of Employment
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15
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7.8
Nontransferability of SARs
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15
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7.9
Other Restrictions
|
15
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ARTICLE 8 RESTRICTED SHARE AND RESTRICTED SHARE UNITS
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15
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8.1
Grant of Restricted Shares or Restricted Share Units
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15
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8.2
Restricted Share or Restricted Share Unit Agreement
|
15
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8.3
Nontransferability of Restricted Share and Restricted Share Units
|
15
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8.4
Other Restrictions
|
16
|
8.5
Certificate Legend
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16
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8.6
Voting Rights
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16
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8.7
Dividends and Other Distributions
|
17
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8.8
Death, Retirement and other Termination of Employment
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17
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8.9
Payment in Settlement of Restricted Share Units
|
19
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ARTICLE 9 DEFERRED SHARES UNITS
|
20
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9.1
Grant of Deferred Share Units
|
20
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9.2
Deferred Share Unit Agreement
|
20
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9.3
Nontransferability of Deferred Share Units
|
20
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9.4
Termination of Employment
|
20
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ARTICLE 10 PERFORMANCE SHARES AND PERFORMANCE UNITS
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20
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10.1
Grant of Performance Shares and Performance Units
|
20
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10.2
Value of Performance Shares and Performance Units
|
20
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10.3
Earning of Performance Shares and Performance Units
|
20
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10.4
Form and Timing of Payment of Performance Shares and Performance Units
|
20
|
10.5
Dividends and Other Distributions
|
20
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10.6
Death and other Termination of Employment.
|
20
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10.7
Nontransferability of Performance Shares and Performance Units
|
22
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ARTICLE 11 FULL VALUE SHARE-BASED AWARDS
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23
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11.1
Share-Based Awards
|
23
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11.2
Termination of Employment
|
23
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11.3
Nontransferability of Share-Based Awards
|
23
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ARTICLE 12 BENEFICIARY DESIGNATION
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23
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12.1
Beneficiary
|
23
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12.2
Discretion of the Committee
|
24
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ARTICLE 13 RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE
|
24
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13.1
Employment
|
24
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13.2
Participation
|
24
|
13.3
Rights as a Shareholder
|
24
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ARTICLE 14 CHANGE OF CONTROL
|
24
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14.1
Accelerated Vesting and Payment
|
24
|
14.2
Alternative Awards
|
25
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ARTICLE 15 AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION
|
25
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15.1
Amendment, Modification, Suspension and Termination
|
25
|
15.2
Adjustment of Awards Upon the Occurrence of Unusual or Nonrecurring Events
|
26
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15.3
Awards Previously Granted
|
27
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ARTICLE 16 WITHHOLDING
|
27
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16.1
Withholding
|
27
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16.2
Acknowledgement
|
27
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ARTICLE 17 SUCCESSORS
|
27
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ARTICLE 18 GENERAL PROVISIONS
|
27
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18.1
Forfeiture Events
|
27
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18.2
Legend
|
28
|
18.3
Delivery of Title
|
28
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18.4
Investment Representations
|
28
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18.5
Uncertificated Shares
|
28
|
18.6
Unfunded Plan
|
28
|
18.7
No Fractional Shares
|
29
|
18.8
Other Compensation and Benefit Plans
|
29
|
18.9
No Constraint on Corporate Action
|
29
|
18.10
Compliance with Canadian Securities Laws
|
29
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ARTICLE 19 LEGAL CONSTRUCTION
|
29
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19.1
Gender and Number
|
29
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19.2
Severability
|
29
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19.3
Requirements of Law
|
29
|
19.4
Governing Law
|
30
|
19.5
Compliance with Section 409A of the Code
|
30
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(a) | dishonesty of the Participant as it relates to the performance of his duties in the course of his employment by, or as an officer or director of, the Company or an Affiliate; |
(b) | fraud committed by the Participant; |
(c) | willful disclosure of confidential or private information regarding the Company or an Affiliate by the Participant; |
(d) | the Participant aiding a competitor of the Company or an Affiliate; |
(e) | misappropriation of a business opportunity of the Company or an Affiliate by the Participant; |
(f) | willful misconduct or gross negligence in the performance of the Participant's duties under his or her employment agreement; |
(g) | a breach by the Participant of a material provision of his or her employment agreement or the Code of Business Conduct and Ethics adopted by the Company from time to time; |
(h) | the willful and continued failure on the part of the Participant to substantially perform duties in the course of his employment by, or as an officer of, the Company or an Affiliate, unless such failure results from an incapacity due to mental or physical illness; |
(i) | willfully engaging in conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; or |
(j) | any other act or omission by the Participant which would amount to just cause for termination at common law. |
(a) | the acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of beneficial ownership or control or direction over that number of Voting Securities which is greater than 50% of the total issued and outstanding Voting Securities immediately after such acquisition, unless such acquisition arose as a result of or pursuant to: |
(i) | an acquisition or redemption by the Company of Voting Securities which, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by such person to 50% or more of the Voting Securities then outstanding; |
(ii) | acquisitions of Voting Securities which were made pursuant to a dividend reinvestment plan of the Company; |
(iii) | the receipt or exercise of rights issued by the Company to all the holders of Voting Securities to subscribe for or purchase Voting Securities or securities convertible into Voting Securities, provided that such rights are acquired directly from the Company and not from any other person; |
(iv) | a distribution by the Company of Voting Securities or securities convertible into Voting Securities for cash consideration made pursuant to a public offering or by way of a private placement by the Company (" Exempt Acquisitions "); |
(v) | a stock-dividend, a stock split or other event pursuant to which such person receives or acquires Voting Securities or securities convertible into Voting Securities on the same pro rata basis as all other holders of securities of the same class (" Pro-Rata Acquisitions "); or |
(vi) | the exercise of securities convertible into Voting Securities received by such person pursuant to an Exempt Acquisition or a Pro-Rata Acquisition (" Convertible Security Acquisitions "); |
(b) | the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened; and |
(c) | any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Company become the property of any other person (the " Successor Entity "), (other than a subsidiary of the Company) unless: |
(i) | individuals who were holders of Voting Securities immediately prior to such transaction hold, as a result of such transaction, in the aggregate, more than 50% of the voting securities of the Successor Entity; |
(ii) | a majority of the members of the board of directors of the Successor Entity is comprised of individuals who were members of the Board of Directors immediately prior to such transaction; and |
(iii) | after such transaction, no person or group of persons acting jointly or in concert, holds more than 50% of the voting securities of the Successor Entity unless such person or group of persons held securities of the Company in the same proportion prior to such transaction. |
(i) | is engaged to provide services to the Company or an Affiliate other than services provided in relation to a distribution of securities of the Company or an Affiliate; |
(ii) | provides the services under a written contract with the Company or an Affiliate; and |
(iii) | spends or will spend a significant amount of time and attention on the affairs and business of the Company or an Affiliate; |
(i) | they are natural persons; |
(ii) | they provide bona fide services to the Company or its majority-owned subsidiaries; and |
(iii) | such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company's securities. |
|
(a) | Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate: |
(i) | the executor or administrator of the Participant's estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date (as defined at Section 6.8(d) below); |
(ii) | the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date; and |
(iii) | such Participant's eligibility to receive further grants of Options under the Plan ceases as of the Termination Date. |
(b) | Retirement: If a Participant voluntarily Retires then: |
(i) | any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (i) the date that is six months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date, |
(ii) | the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate, as the case may be, provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date, and |
(iii) | notwithstanding (b)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. |
(c) | Termination of Employment: Where a Participant's employment or term of office or engagement terminates (for any reason other than death or voluntary Retirement (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then: |
|
(i) | any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (i) the date that is three months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date, |
(ii) | the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate, as the case may be, provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date, and |
(iii) | notwithstanding (c)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. |
(d) | For purposes of section 6.8 , the term, " Termination Date " means, in the case of a Participant whose employment or term of office or engagement with the Company or an Affiliate terminates: |
(i) | by reason of the Participant's death, the date of death; |
(ii) | for any reason whatsoever other than death, the date of the Participant's last day actively at work for or actively engaged by the Company or the Affiliate, as the case may be; and for greater certainty "Termination Date" in any such case specifically does not mean the date on which any period of contractual notice or reasonable notice that the Company or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire; and |
(iii) | the resignation of a director shall be considered to be a Retirement whereas the expiry of a director's term on the Board without re-election (or nomination for election) shall be considered to be a termination of his or her term of office. |
(a) | Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate: |
(i) | any Restricted Share or Restricted Share Units held by the Participant that have not vested as at the Termination Date (as defined at Section 8.8(e) below) shall vest immediately; |
(ii) | any Restricted Shares and Restricted Share Units held by the Participant that have vested (including Restricted Shares and Restricted Share Units vested in accordance with Section 8.8(a)(i) ) as at the Termination Date (as defined at Section 8.8(e) below), shall be paid to the Participant's estate in accordance with the terms of the Plan and Award Agreement; and |
(iii) | such Participant's eligibility to receive further grants of Restricted Share Units or Restricted Shares under the Plan ceases as of the Termination Date. |
(b) | Disability: If a Participant suffers a Disability while an Employee, Director of, or Consultant to, the Company or an Affiliate and, as a result, his or her employment or engagement with the Company or an Affiliate is terminated: |
(i) | the number of Restricted Shares or Restricted Share Units held by the Participant and that have not vested (collectively referred to in this Section 8.8 as the " Unvested Awards ") shall be reduced to be equal to the product of (A) the number of Unvested Awards; and (B) the fraction obtained when dividing (x) the number of calendar days from the date of the award of the Unvested Awards to the Termination Date (as defined at Section 8.8(e) below) and (x) the number of calendar days from the date of the award of the Unvested Awards to the original vesting date set out in the Award Agreement; |
(ii) | the number of Unvested Awards, as calculated pursuant to Section 8.8(b)(i) , shall continue to vest in accordance with the terms of the Plan and Award Agreement; and |
(iii) | such Participant's eligibility to receive further grants of Restricted Share Units or Restricted Shares under the Plan ceases as of the Termination Date. |
(c) | Retirement: If a Participant voluntarily Retires then: |
(i) | any Restricted Share Units held by the Participant that have vested before the Termination Date (as defined at Section 8.8(e) below) shall be paid to the Participant; |
(ii) | any Unvested Awards held by the Participant at the Termination Date (as defined at Section 8.8(e) below) shall continue to vest in accordance with the terms of the Plan and Award Agreement following the Termination Date (as defined at Section 8.8(e) below) until the earlier of: (i) the date determined by the Committee, in its sole discretion; and (ii) the date on which the Restricted Share Units vest pursuant to the original Award Agreement in respect of such Unvested Awards; and |
(iii) | such Participant's eligibility to receive further grants of Restricted Share Units or Restricted Shares under the Plan ceases as of the Termination Date. |
(d) | Termination other than Death, Disability or Retirement: Unless determined otherwise by the Committee, where a Participant's employment or term of office or engagement terminates for any reason other than death, Disability or Retirement (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then: |
(i) | any Restricted Share Units held by the Participant that have vested before the Termination Date (as defined at Section 8.8(e) below) shall be paid to the Participant. Any Restricted Share Units or Restricted Shares held by the Participant that are not yet vested at the Termination Date (as defined at Section 8.8(e) below) will be immediately cancelled and forfeited to the Company on the Termination Date; |
(ii) | the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and |
(iii) | notwithstanding Sections 8.8(d)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Share Units and Restricted Shares are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. |
(e) | For purposes of section 8.8 , the term, " Termination Date " means, in the case of a Participant whose employment or term of office or engagement with the Company or an Affiliate terminates: |
(i) | by reason of the Participant's death, the date of death; |
(ii) | by reason of termination for Cause, resignation by the Participant or Retirement, the Participant's last day actively at work for or actively engaged by the Company or an Affiliate; |
(iii) | by reason of Disability, the date of the Participant's last day actively at work for or actively engaged by the Company or an Affiliate; |
(iv) | for any reason whatsoever other than death, termination for Cause, Retirement or termination by reason of Disability, the later of the (A) date of the Participant's last day actively at work for or actively engaged by the Company or the Affiliate, and (B) the last date of the Notice Period; and |
(v) | the resignation of a director and the expiry of a director's term on the Board without re-election (or nomination for election) shall each be considered to be a termination of his or her term of office. |
(f) | Change of Control: The occurrence of a Change of Control will not result in the vesting of Unvested Awards, provided that: (i) such Unvested Awards will continue to vest in accordance with the Plan and Award Agreement; and (ii) any Successor Entity agrees to assume the obligations of the Company in respect of such Unvested Awards. |
(g) | Termination Following a Change of Control: Where a Participant's employment or term of office or engagement is terminated for any reason, other than for Cause, during the 24 months following a Change in Control, any Unvested Awards as at the date of such termination shall be deemed to have vested as at the date of such termination and shall become payable as at the date of termination. |
(a) | Death: If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate: |
(i) | the number of Performance Shares or Performance Share Units held by the Participant that have not vested (collectively referred to in this Section 10.6 as " Unvested Awards ") shall be adjusted as set out in the applicable Award Agreement (collectively referred to in this Section 10.6 as " Deemed Awards "); |
(ii) | any Deemed Awards shall vest immediately; |
(iii) | any Performance Shares and Performance Shares Units held by the Participant that have vested (including Deemed Awards vested in accordance with Section 10.6(a)(ii) shall be paid to the Participant's estate in accordance with the terms of the Plan and Award Agreement; and |
(iv) | such Participant's eligibility to receive further grants of Performance Shares or Performance Share Units under the Plan ceases as of the Termination Date (as defined at Section 10.6(e) below). |
(b) | Disability: If a Participant suffers a Disability while an Employee, officer or director of or Consultant to the Company or an Affiliate and as a result his or her employment with the company or Affiliate is terminated: |
(i) | Unvested Awards shall be reduced to be equal to the product of (A) the number of Unvested Awards; and (B) the fraction obtained when dividing (x) the number of calendar days from the date of the award of the Unvested Awards to the Termination Date (as defined at Section 10.6(e) below) and (x) the number of calendar days from the date of the award of the Unvested Awards to the original vesting date set out in the Award Agreement; |
(ii) | the number of Unvested Awards, as calculated pursuant to Section 10.6(b)(i) , shall continue to vest in accordance with the terms of its Plan and Award Agreement; and |
(iii) | such Participant's eligibility to receive further grants of Performance Share Units or Performance Shares under the Plan ceases as of the Termination Date. |
(c) | Retirement: If a Participant voluntarily Retires then: |
(i) | any Performance Shares or Performance Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant; |
(ii) | any Unvested Awards held by the Participant at the Termination Date (as defined at Section 10.6(e) below) shall continue to vest in accordance with the terms of the Plan and Award Agreement following the Termination Date until the earlier of: (i) the date determined by the Committee, in its sole discretion; and (ii) the date on which the Performance Share Units vest pursuant to the original Award Agreement in respect of such Unvested Awards; and |
(iii) | such Participant's eligibility to receive further grants of Performance Shares or Performance Share Units under the Plan ceases as of the Termination Date. |
(d) | Termination other than Death, Disability or Retirement: Unless determined otherwise by the Committee, where a Participant's employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then: |
(i) | any Performance Share Units or Performance Shares held by the Participant that have vested before the Termination Date shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement. Any Performance Shares Units or Performance Shares held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date; |
(ii) | the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Company or an Affiliate provides the Participant with written notification that the Participant's employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and |
(iii) | notwithstanding Sections 10.6(c)(i) and (ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Performance Share Units or Performance Shares are not affected by a change of employment arrangement within or among the Company or an Affiliate for so long as the Participant continues to be an employee of the Company or an Affiliate. |
(e) | For purposes of this Section 10.6 , the term, " Termination Date " has the meaning set out in Section 8.8(e) . |
(f) | Change of Control: The occurrence of a Change of Control will not result in the vesting of Unvested Awards, provided that: |
(i) | such Unvested Awards will continue to vest in accordance with the Plan and the Award Agreement; |
(ii) | the level of achievement of Performance Goals for Fiscal Years completed prior to the date of the Change of Control shall be based on the actual performance achieved to the date of the Change of Control and the level of achievement of Performance Goals for Fiscal Years completed following the date of the Change of Control shall be based on the assumed achievement of 100% of the Performance Goals; and |
(iii) | any Successor Entity agrees to assume the obligations of the Company in respect of such Unvested Awards. |
(g) | Termination following Change of Control: For the period of 24 months following a Change of Control, where a Participant's employment or term of office or engagement is terminated for any reason, other than for Cause: |
(i) | any Unvested Awards as at the date of such termination shall be deemed to have vested as at the date of such termination and shall become payable as at the date of termination; and |
(ii) | the level of achievement of Performance Goals for any Unvested Awards that are deemed to have vested pursuant to (i) above, shall be based on the actual performance achieved at the end of the Fiscal Year immediately prior to the date of termination. |
(a) | be based on stock which is traded on the TSX and/or an established securities market in London, England or the United States; |
(b) | provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment; |
(c) | recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control; and |
(d) | have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control). |
(a) | Except as set out in clauses (b) and (c) below, and as otherwise provided by law, or stock exchange rules, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of: |
(i) | making any amendments to the general vesting provisions of any Award; |
(ii) | making any amendments to the general term of any Award provided that no Award held by an Insider may be extended beyond its original expiry date; |
(iii) | making any amendments to add covenants or obligations of the Company for the protection of Participants; |
(iv) | making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a "housekeeping" matter; or |
(v) | making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error. |
(b) | Other than as expressly provided in an Award Agreement or as set out herein with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant. |
(c) | The following amendments to the Plan shall require the prior approval of the Company's shareholders: |
(i) | A reduction in the Option Price of a previously granted Option or the Grant Price of a previously granted SAR benefitting an Insider of the Company or one of its Affiliates except for adjustments to the Option Price or Grant Price applicable to outstanding Awards pursuant to Section 4.2 hereof. |
(ii) | Any amendment or modification which would increase the total number of Shares available for issuance under the Plan. |
(iii) | An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Company; |
(iv) | An extension of the expiry date of an Option or SAR, other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise; or |
(v) | Any amendment to the amendment provisions of the Plan under this Section 15.1 . |
(a) | Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and |
(b) | Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Company determines to be necessary or advisable. |
(a) | To the extent the Plan is applicable to a particular Participant subject to the Code, it is intended that this Plan and any Awards made hereunder shall not provide for the payment of "deferred compensation" within the meaning of Section 409A of the Code or shall be structured in a manner and have such terms and conditions that would not cause such a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. This Plan and any Awards made hereunder shall be administrated and interpreted in a manner consistent with this intent. |
(b) | To the extent that any amount or benefit in favour of a Participant who is subject to the Code would constitute "deferred compensation" for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan or any Award Agreement by reason of the occurrence of a Change of Control or the Participant's disability or separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless: (i) the circumstances giving rise to such Change of Control, disability or separation from service meet the description or definition of "change in control event," "disability," or "separation from service," as the case may be, in Section 409A of the Code and applicable proposed or final Treasury regulations thereunder, and (ii) the payment or distribution of such amount or benefit would otherwise comply with Section 409A of the Code and not subject the Participant to taxes and interest pursuant to Section 409A of the Code. This provision does not prohibit the vesting of any Award or the vesting of any right to eventual payment or distribution of any amount or benefit under this Plan or any Award Agreement. |
(c) | The Committee shall use its reasonable discretion to determine the extent to which the provisions of this Article 19.5 will apply to a Participant who is subject to taxation under the ITA. |
1 INTERPRETATION
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1
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2 APPOINTMENT
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8
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3 EMPLOYEE'S DUTIES
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8
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4 PLACE OF WORK
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10
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5 OVERTIME, WEEKEND WORK AND PUBLIC HOLIDAYS
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10
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6 DISBURSEMENTS
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11
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7 REMUNERATION
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11
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8 ANNUAL LEAVE
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11
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9 SICK LEAVE
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12
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10 PROFESSIONAL FEES AND EXECUTIVE MEDICALS
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12
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11 MEDICAL AID
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12
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12 SHORT TERM INCENTIVE SCHEME
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12
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13 LONG TERM INCENTIVE SCHEME
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13
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14 CELLULAR PHONE REIMBURSEMENT
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13
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15 PERSONAL CONDUCT AND COMPANY RULES AND POLICIES
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13
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16 INVENTIONS
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13
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17 CONFIDENTIALITY UNDERTAKINGS
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14
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18 COMMUNICATIONS
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17
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19 CONSENT TO DATA PROCESSING
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18
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20 DOMICILIUM AND NOTICES
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18
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21 TERMINATION
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20
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22 TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL
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20
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23 DISPUTE RESOLUTION
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22
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24 GENERAL
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23
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25 GOVERNING LAW
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24
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1 | INTERPRETATION |
1.1 | an expression which denotes - |
1.1.1 | any gender includes the other genders; |
1.1.2 | a natural person includes an artificial or juristic person and vice versa; |
1.1.3 | the singular includes the plural and vice versa; |
1.2 | the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings - |
1.2.1 | " Annual Leave Cycle " - the period of twelve months' employment of the Employee by the Company immediately following - |
1.2.1.1 | the Employee's commencement of employment, or |
1.2.1.2 | the completion of the Employee's prior leave cycle; |
1.2.2 | " this Agreement " - this document together with all of its annexures, as amended from time to time; |
1.2.3 | " Acquisition " – when the acquirer becomes registered as the owner of the relevant shares in the relevant share register or when the acquirer becomes entitled to exercise the relevant voting rights or becomes entitled to appoint the relevant directors or when the ownership of the relevant assets have been transferred to the acquirer; |
1.2.4 | " BCEA " - the Basic Conditions of Employment Act, No. 75 of 1997 (as amended); |
1.2.5 | " Board " – the board of directors of the Company, lawfully appointed thereto; |
1.2.6 | " Caledonia " - Caledonia Mining Corporation as a company incorporated pursuant to the Canada Business Corporations Act listed on the Toronto Stock exchange. with the registration number 312975-6, being the holding company of the Company; |
1.2.7 | " Change in Control " - |
1.2.7.1 | the Acquisition, after the Signature Date, by a person or entity, other than a person or entity that is part of the Group, of more than 50% of the ordinary shares in the Company; or |
1.2.7.2 | the Acquisition, after the Signature Date, by a person or entity, other than a person or entity that is part of the Group, of more than 50% of the ordinary shares in Caledonia; |
1.2.7.3 | the Acquisition, after the Signature Date, by any person or entity, which is not part of the Group, of Control over the right to exercise the majority of the voting rights exercisable by the ordinary shareholders of the Company; or |
1.2.7.4 | the Acquisition, after the Signature Date, by any person or entity, which is not part of the Group, of Control over the right to exercise the majority of the voting rights exercisable by the ordinary shareholders of Caledonia; or |
1.2.7.5 | the Acquisition, after the Signature Date, by any person or entity, which is not part of the Group, of the right to appoint the majority of the board of directors of the Company; |
1.2.7.6 | the Acquisition, after the Signature Date, by any person or entity, which is not part of the Group, of the right to appoint the majority of the board of directors of Caledonia; |
1.2.7.7 | the Acquisition, after the Signature Date, by any person or entity, which is not part of the Group, of more than 50% of the assets of the Company. For the purposes of this 1.2.7.7 the percentage of the assets acquired shall be determined with reference to the value of the assets; |
1.2.7.8 | the Acquisition, after the Signature Date, by any person or entity, which is not part of the Group, of more than 50% of the assets of Caledonia. For the purposes of this 1.2.7.8 the percentage of the assets acquired shall be determined with reference to the value of the assets; |
1.2.8 | " the Company " – Greenstone Management Services Proprietary Limited, a company incorporated pursuant to the laws of the RSA with the registration number 1993/000530/07; |
1.2.9 | " Confidential Information " - the Group's trade secrets and Confidential Information including the following - |
1.2.9.1 | know‑how, processes, techniques, methods, designs, products and organisational and other structures employed in the business of the Group; |
1.2.9.2 | the contractual and financial arrangements between the Group and its suppliers, customers, clients and other business associates; |
1.2.9.3 | the financial details of the group, including its results and details of the remuneration paid to its employees; |
1.2.9.4 | details of the prospective and existing customers and clients of the Group; |
1.2.9.5 | the business strategy/ies of the Group; |
1.2.9.6 | all other matters which relate to the business of the Group and in respect of which information is not readily available in the ordinary course of such business to the Group 's competitors; |
1.2.10 | " Control " –of the Company includes, without limiting the generality of the term – |
1.2.10.1 | the beneficial ownership of the majority of the issued ordinary shares of the Company; |
1.2.10.2 | the beneficial ownership of the issued ordinary shares of the Company entitling to the beneficial owner thereof to exercise less than a majority of the votes attached to all the issued shares of the Company, where such voting power is sufficiently dominant relative to the spread of the other shareholdings that it does constitute de facto Control of the Company; |
1.2.10.3 | the right, through shareholding or otherwise, to Control the composition of the Board and, without prejudice to the generality of the aforegoing, the composition of the Board shall be deemed to be so controlled if the person or entity holding the right may by the exercise of some power, directly or indirectly, appoint or remove the majority of the directors; |
1.2.11 | " Effective Date " – January 1, 2014; |
1.2.12 | " Employee " – _____________; |
1.2.13 | "Good Reason" means the occurrence of any of the following upon or during the period referred to in 22.2.1 following a Change in Control, unless the Employee provides express written consent - |
1.2.13.1 | Unilateral Change in Duties - the unilateral assignment to the Employee of any duties inconsistent with the Employee's status as Vice President Finance and Administration and Chief Financial Officer or a material unilateral change in the nature or status of the Employee's responsibilities, or a material unilateral change in the duties of the Employee, in each case from those in effect immediately prior to a Change in Control; |
1.2.13.2 | Reduction of the Employee's total cost to company remuneration - a material reduction by the Company in the Employee's total cost to company remuneration as in effect as at the Signature Date or as the same may be increased from time to time or the failure by the Company to grant the Employee a total cost to company remuneration increase at a rate commensurate with the increases accorded to other key executives of the Company at the Employee 's status and level of seniority with the Company; |
1.2.13.3 | Relocation - the Company requiring the Employee to be based anywhere other than within the greater metropolitan area where the Executive is primarily based at the time of a Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Employee 's travel obligations in the ordinary course of business immediately prior to the Change in Control; |
1.2.13.4 | Incentive Schemes - the failure by the Company to allow the Employee to participate in the incentive schemes as more fully detailed in 12 and 13 in which the Employee is entitled to pursuant at the time of the Change in Control; or |
1.2.13.5 | Constructive Dismissal - any other reason which would be considered to amount to constructive dismissal by an RSA court or tribunal of competent jurisdiction, provided that any event, act or omission which may constitute Good Reason within the meaning of this definition shall be deemed not to be Good Reason if the Employee fails to object in writing to the Company within thirty Working Days of learning of the event, act or omission or, if the event, act or omission is curable and is cured in its entirety by the Company within thirty Working Days of such written notice. The Employee shall have thirty Working Days upon learning of the event, act or omission to give notice in writing to the Company stating the Employee's basis for the Employee's position that there is Good Reason. Upon the receipt of such written notice, the Company shall have thirty Working Days to cure the event, act or omission in its entirety and if so cured there shall be deemed to be no Good Reason. Where the Employee alleges a Unilateral Change in Duties or Constructive Dismissal, the Company shall: (a) advise the Employee within thirty (30) days if it objects to the allegation together with the reasons for such objection (failing which the Employee shall be deemed to have Good Reason); and (b) bear the onus of proving that the Employee did not experience a Unilateral Change in Duties or Constructive Dismissal. |
1.2.14 | " Group " – collectively the Company, its subsidiaries and holding company and the subsidiaries of its holding company from time to time including, any associated company of the Company. For the purposes of giving effect to this definition, the expression " associated company " shall mean any company in which the Company holds and beneficially owns at least 20% of the entire issued capital thereof; |
1.2.15 | " Parties " – the Company and the Employee and the " Party " being either the Company or the Employee as the context may indicate; |
1.2.16 | " RSA " – the Republic of South Africa; |
1.2.17 | " Sick Leave Cycle " - the period of thirty‑six months employment of the Employee with the Company immediately following - |
1.2.17.1 | the Employee's commencement of employment; or |
1.2.17.2 | the completion of the Employee's prior Sick Leave Cycle; |
1.2.18 | " Signature Date " – the date of signature of this Agreement by the signatory which signs it last; |
1.2.19 | " Termination Date " – the date on which the Employee ceases to be employed by the Company or any company in the Group for whatsoever reason; |
1.2.20 | " Working Day " - any day of the week, excluding Saturdays and Sundays and any other day declared as an official public holiday in the RSA; |
1.3 | any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the Signature Date, and as amended or substituted from time to time; |
1.4 | if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any Party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this Agreement; |
1.5 | where any term is defined within a particular clause other than this 1, that term shall bear the meaning ascribed to it in that clause wherever it is used in this Agreement; |
1.6 | where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day. If the last day of such number so calculated falls on a day which is not a business day, the last day shall be deemed to be the next succeeding day which is a Working Day; |
1.7 | any reference to days (other than a reference to Working Days), months or years shall be a reference to calendar days, months or years, as the case may be; |
1.8 | the use of the word "including" followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s. |
1.9 | The terms of this Agreement having been negotiated, the contra proferentem rule shall not be applied in the interpretation of this Agreement. |
2 | APPOINTMENT |
2.1 | The Parties acknowledge that the Employee will be deemed to have commenced his employment with the Company on April 1, 2006. |
2.2 | With effect from the Effective Date the Employee's employment, including compensation, bonus entitlements and any other terms and conditions of employment, with the Company will be subject to the terms and conditions set out in this Agreement and any prior agreements regulating the Employee's employment with the Company shall lapse and be of no further force and effect on the Effective Date. |
2.3 | The Employee holds the position of Vice President Finance and Administration and Chief Financial Officer reporting to the Chief Executive Officer and Board of Caledonia. |
3 | EMPLOYEE'S DUTIES |
3.1 | act in the capacity to which he is appointed in terms of this Agreement, as more fully set out in Annexure A; |
3.2 | perform any duties that are reasonably ancillary to his capacity, in accordance with and as required by the Company, provided that such duties do not detract from the Employee's status or capacity to which he is appointed; |
3.3 | be accountable to and be required to report to the Company during the course of his employment with the Company in terms of the agreement; |
3.4 | comply with all reasonable and lawful instructions given to him from time to time by the Company; |
3.5 | not engage in activities which would detract from the proper performance of his duties in terms of this Agreement; |
3.6 | devote the whole of his working time and attention to performing his duties under this Agreement; |
3.7 | use his best endeavours to promote and extend the business of the Company for the duration of this Agreement; |
3.8 | deliver to the Company, whenever required to do so, all books of account, records, correspondence and notes concerning or containing any reference to the work and business of the Company, which belong to the Company and which is in the possession or under the control, directly or indirectly, of the Employee; |
3.9 | attend all meetings required of him by the Company; |
3.10 | to show the Company and the other companies in the Group the utmost good faith; |
3.11 | not to exceed or purport to exceed or purport to have the right to exceed the express limits of the authority attendant to the position to which he is appointed in terms of this Agreement, or such authorities as may necessarily be implied by virtue of the Employee's capacity and functions, from time to time; |
3.12 | to ensure that the Company maintains all required written records in an up‑to‑date and timely manner, and to keep such records and all other records of the Company's affairs which may be entrusted to him in a safe place, out of access to any other persons, save as specifically directed by the Company; |
3.13 | not to, otherwise than for the benefit of the Company, make any notes or memoranda relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs; |
3.14 | to report to the Company and to each of the companies in the Group any information relating to the products or services of the competitors of the Company which may reasonably be in the interests of the Company or any of the companies in the Group; |
3.15 | other than in the ordinary course of business or with the prior written consent of the Company not to remove from the Company's premises any books, records, documents or other items belonging to the Company; |
3.16 | to carry out his functions and duties for the Company or any other of the companies in the Group lawfully; |
3.17 | not to act on behalf of the Company or any of the other companies in the Group in a manner which would bring discredit or injury to the Company or to any of the other companies in the Group. |
4 | PLACE OF WORK |
4.1 | The Employee's formal place of work will be at the Company's Africa Office premises in Johannesburg, RSA, or at such other premises as the Company may occupy from time to time. The Employee agrees to perform services at other locations as may be necessary from time to time. |
4.2 | The Employee acknowledges that he may be required to travel both within and outside the RSA in accordance with the Company's operational requirements and the Employee hereby agrees to do so. All reasonable travel and accommodation costs incurred on behalf of the Employee will be borne by the Company in accordance with its business travel expense policy, as amended from time to time. |
5 | OVERTIME, WEEKEND WORK AND PUBLIC HOLIDAYS |
6 | DISBURSEMENTS |
7 | REMUNERATION |
7.1 | From the Effective Date the Employee's remuneration package calculated on a total cost to company basis is as set out, in Annexure A. |
7.2 | The Employee's remuneration package shall be reviewable annually, at the absolute discretion of the Company. |
7.3 | The following deductions will be made from the Employee's remuneration - |
7.3.1 | such deductions as may be required by law; |
7.3.2 | such deductions as may be provided for in this Agreement; or |
7.3.3 | such deductions as may otherwise be agreed between the Parties from time to time. |
8 | ANNUAL LEAVE |
8.1 | The Employee will be entitled to a total of twenty five Working Days' annual leave during each Annual Leave Cycle The leave entitlements making up the total annual leave shall be subject to the following terms and conditions - |
8.1.1 | at least ten Working Days annual leave must be taken during each Annual Leave Cycle in which it accrues; |
8.1.2 | a maximum of fifty Working Days may be accumulated at any point in time and any amount accumulated in excess of fifty Working Days in any six-month period shall and, if agreed upon by the parties, any other vacation entitlement may, be paid to the Employee at his current rate of remuneration; |
8.1.3 | when the Employee takes leave, the number of days so taken by the Employee shall first reduce the Employee's entitlement to leave under the BCEA, and only to the extent that the Employee has no further statutory leave available in the given Annual Leave Cycle, shall thereafter reduce the Employee's entitlement to contractual leave in excess of the leave required under the BCEA. |
9 | SICK LEAVE |
10 | PROFESSIONAL FEES AND EXECUTIVE MEDICALS |
10.1 | The Company will pay for, alternatively reimburse the Employee, for any professional licensing fees required by the Company or incurred on behalf of the Company (e.g. Institute membership as a CA (SA)). |
10.2 | The Company will pay the cost of any annual executive medical undergone by the Employee, provided that the Employees must have completed the medical by 31 July of each year and must submit the results to the Company. |
11 | MEDICAL AID |
12 | SHORT TERM INCENTIVE SCHEME |
13 | LONG TERM INCENTIVE SCHEME |
14 | CELLULAR PHONE REIMBURSEMENT |
15 | PERSONAL CONDUCT AND COMPANY RULES AND POLICIES |
16 | INVENTIONS |
16.1 | If the Employee, in the course of his employment with the Company creates, makes or discovers any work, invention or design or makes any improvement upon or derivation from any existing work, invention or design whether or not the same has, or is capable of having, patent, registered design, copyright, design right, or other like protection and whether alone or in conjunction with any other person, he shall immediately disclose them to the Board and shall, at the Company's request and expense, do all such acts and execute all such documents as may be necessary to visit all rights to or relating to any such work, invention, design or improvement in the name of the Company or its nominee, so that all such rights shall become the absolute property of the Company or its nominee. For the purpose of this 16, the Employee irrevocably appoints the Company as his attorney in his name to execute all documents and do all things required to give effect to the provisions of this clause. Nothing in this 16 shall limit any statutory or other right of the Company or any member of the Group in relation to any such work, invention, design or improvement. |
16.2 | The Employee shall not, except as may be necessary in the course of his employment, disclose or make use of any invention which is the property of the Company or any other invention subject to 16. |
16.3 | The rights and obligations under this 16 shall continue in force after the termination of this Agreement in respect of inventions made during the Employee's appointment and shall be binding upon the heirs, successors, assigns and personal representatives of the Employee. |
17 | CONFIDENTIALITY UNDERTAKINGS |
17.1 | Definitions |
17.1.1 | " Confidential Records " - any records of any nature whatever (including documents, diagrams and data which have been created or stored in any medium irrespective of who created or owns such records) which contain any of the Confidential Information; |
17.1.2 | " Successors‑in‑title or Assigns " - shall include, but without limiting in any way the generality of the aforegoing term, any person, firm, company or association of persons who or which - |
17.1.2.1 | acquires all or part of the Business or goodwill of the Company; or |
17.1.2.2 | becomes the beneficial owner through its membership interest in the Company of such Business or goodwill; or |
17.1.2.3 | has lawfully acquired the right to enforce the restraints in this Agreement. |
17.2 | Confidentiality undertakings |
17.2.1 | he shall not at any time after the Signature Date disclose or permit to be disclosed to any person, or use or permit to be used in any manner whatsoever, any of the Confidential Information and/or any Confidential Records; |
17.2.2 | he will surrender to the Company, on demand or in any event on the Termination Date, any documents containing Confidential Information and any Confidential Records which have been or are made by him or which came into his possession or under his control during the period of his employment by the Company, which documentation and Confidential Records shall be deemed to be the property of the Company, and the Employee shall not retain any copies thereof or extracts therefrom. |
17.3 | Acknowledgements |
17.3.1 | by reason of his association with the Company, he has acquired and will acquire considerable knowledge and know-how relating to the Company and its business; |
17.3.2 | if he is not restricted as provided for in the aforegoing confidentiality undertakings the Company will potentially suffer considerable economic prejudice including loss of custom and goodwill. Accordingly, the Company considers it essential to protect its interests that the Employee agrees to the aforegoing confidentiality undertakings; |
17.3.3 | the aforegoing confidentiality undertakings are fair and reasonable as to subject matter, area and duration and are reasonably necessary to protect the proprietary interests of the Company and to maintain its goodwill; |
17.3.4 | each provision of the aforegoing confidentiality undertakings shall, notwithstanding the manner in which it has been grouped with or grammatically linked to the others, be construed as imposing a separate and an independent obligation, severable from the rest of them. Without limiting the aforegoing - |
17.3.4.1 | the confidentiality undertakings in terms of 17.2 shall be severable in respect of - |
17.3.4.1.1 | each of the persons in whose favour they are given; |
17.3.4.1.2 | every month of the period for which the confidentiality undertakings are stipulated to be applicable; |
17.3.4.1.3 | every category of Confidential Information and Confidential Records; |
17.3.5 | the aforegoing confidentiality undertakings are stipulations for the benefit of the Company and its Successors‑in‑title or Assigns, which shall be entitled to elect whether to exercise its rights hereunder or not. By signing this Agreement the Company accepts the benefits on behalf of each such persons. Such acceptance by the Company constitute a separate acceptance on behalf of each such persons for the time being and, to the extent that such acceptance may not constitute valid acceptance on behalf of such person, that person may accept such benefits in the future by giving written notice to that effect to the Employee; |
17.3.6 | the failure by the Company or any Successors‑in‑title or Assigns to - |
17.3.6.1 | exercise any of its rights in terms of the aforegoing confidentiality undertakings; or |
17.3.6.2 | succeed in any proceedings instituted by it to enforce any of its rights in terms of the aforegoing confidentiality undertakings, |
17.3.7 | the aforegoing confidentiality undertakings are in addition to and without prejudice to the Company's other rights at law or in terms of any other agreement |
17.4 | Breach of undertakings may be interdicted |
18 | COMMUNICATIONS |
18.1 | The Employee acknowledges that the Company's local and wide area network infrastructure and its telecommunications system and its components, including telephones, facsimile machines, photocopiers, printers, personal organisers, palmtops, computers and servers, as well as the applications running on and services provided by these systems including e-mail and voicemail, Internet and Intranet, and file storage facilities (" IT Systems ") and all oral communications, telephone conversations, information and messages or any part of a message (whether in the form of data, texts, images, speech or any other form) transferred via and/or stored on the IT Systems, including any recording and/or copies made of such communications, and any attachments to such communications (" Communications ") made via the IT Systems are the property of the Company. The IT systems must be used only to conduct the Company's business and to enhance the Employee's productivity. |
18.2 | The Employee agrees that in order to meet the Company's operational requirements, the Company may monitor, access, examine and otherwise intercept the Employee's Communications without further notice, by human or automated means from time to time in accordance with the Company's information technology usage practice. |
19 | CONSENT TO DATA PROCESSING |
19.1 | The Employee hereby agrees that the Company may retain any personal information relating to him for as long as the Company is obliged to retain such personal information or record, or for as long as the Company reasonably requires the record for lawful purposes related to its functions or activities. |
19.2 | The Employee acknowledges and agrees that if the personal information which is required by the Company for lawful purposes is not provided voluntarily by him, the Company and the Group may be left with no alternative but to take such steps as may be necessary in terms of applicable employment legislation. |
19.3 | The Employee shall, subject to the grounds for refusal of access to records which may apply in terms of the Promotion of Access to Information Act 2 of 2002, be entitled to request the Company to ‑ |
19.3.1 | provide the Employee with a record or a description of the personal information about the Employee held by the Company, including information about third parties who have or have had access to the information; and |
19.3.2 | correct or delete information about the Employee that is inaccurate, irrelevant, excessive, out of date, incomplete, misleading or obtained unlawfully. |
20 | DOMICILIUM AND NOTICES |
20.1 | The Parties choose domicilium citandi et executandi (" domicilium ") for all purposes relating to this Agreement, including the giving of any notice, the payment of any sum, the serving of any process, as follows - |
20.1.1 | the Company | physical- | 24 Ninth Street |
20.1.2 | the Employee | physical- | 19 Baker Street |
20.2 | Either Party shall be entitled from time to time, by giving written notice to the other, to vary its physical domicilium to any other physical address (not being a post office box or poste restante) within the RSA and to vary its facsimile or e-mail domicilium to any other facsimile number or e-mail. |
20.3 | Any notice given or payment made by either Party to the other (" Addressee ") which is delivered by hand between the hours of 09:00 and 17:00 on any Working Day to the Addressee's physical domicilium for the time being shall be deemed to have been received by the Addressee at the time of delivery. |
20.4 | Any notice given by either Party to the other which is successfully transmitted by facsimile to the Addressee's facsimile domicilium for the time being shall be deemed (unless the contrary is proved by the addressee) to have been received by the Addressee on the day immediately succeeding the date of successful transmission thereof. |
20.5 | This 20 shall not operate so as to invalidate the giving or receipt of any written notice which is actually received by the Addressee other than by a method referred to in this 20. |
20.6 | Any notice in terms of or in connection with this Agreement shall be valid and effective only if in writing and if received or deemed to be received by the Addressee. |
21 | TERMINATION |
21.1 | The Employee may terminate this employment relationship on giving the Company three months' notice (" the Required Notice "). |
21.2 | The Company may terminate the Employee's employment, whether such termination is with or without the Required Notice, for any reason recognised in law as sufficient. If the Company terminates the Employee's employment other than for misconduct, the Company will give the employee ninety (90) days' notice in writing. At the conclusion of the notice period or such sooner date as mutually agreed upon, the Company will pay the Employee: |
21.2.1 | one month's pay per year of service, pro-rated for part years' service and calculated on the basis of his current remunerations package; |
21.2.2 | the Employee's short-term and long-term incentives accrued to his last day of active employment; and |
21.2.3 | accumulated but unpaid leave accrued to his last active day of employment; less |
21.2.4 | any amounts owing to the Company. |
21.3 | The Company may, at its sole discretion, elect whether to retain the Employee's services during any period of Required Notice. Notwithstanding this provision, the Company shall pay the Employee the full remuneration, which the Employee would have received had the Employee worked during the Required Notice period. |
22 | TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL |
22.1 | Subject to 22.2, upon the occurrence a Change in Control and - |
22.1.1 | the termination of the Employee's employment by the Company, either upon the occurrence of a Change in Control or at any time prior to the expiry of the twenty-four month period following a Change in Control, for any reason other than for any reason justifying dismissal or the Employee's death or disability; or |
22.1.2 | where the Employee terminates his employment with the Company for Good Reason, either upon the occurrence of a Change in Control or at any time prior to the expiry of the twenty-four month period following a Change in Control, and following the delivery of written notice of termination by the Employee to the Company. |
22.2 | On the happening of any of the events contemplated in 22.1, the Employee shall be entitled to terminate this Agreement and the Employee's employment with the Company, and shall be entitled to receive within fourteen Working Days following the effective date of such termination by the Employee (" End Date "), and in lieu of any other amounts to which the Employee may otherwise be entitled upon termination of the Employee's employment, including, without limitation, under any other section of this Agreement, the following – |
22.2.1 | in addition to the Employee's accrued and unpaid total cost to company remuneration to the End Date and accrued and unpaid amounts of STIS and LTIS, a lump sum payment equal to the Employee's total cost to company remuneration which the Employee would otherwise have been entitled to receive for a period of twenty-four months (" Protected Period "), less any amounts owing by the Employee to the Company; |
22.2.2 | annual leave accruing to the Employee for the Protected Period. |
23 | DISPUTE RESOLUTION |
23.1 | Any disputes arising from or in connection with this agreement or the termination thereof shall if so required by either party by giving written notice to that effect to the other party be resolved by mediation, and failing which finally by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa or any similar entity which is a successor to AFSA which provides arbitration services, (" AFSA ") by an arbitrator or arbitrators appointed by AFSA. There shall be no right of appeal as provided for in article 22 of the aforesaid rules. |
23.2 | The dispute shall be determined initially by mediation and, failing which, finally by arbitration on the following terms and conditions - |
23.2.1 | the mediation and the arbitration hearing shall be held in camera. Save to the extent strictly necessary for the purposes of the arbitration or for any court proceedings related thereto, neither party shall disclose or permit to be disclosed to any person any information concerning the mediation or arbitration or the award (including the existence of the mediation or arbitration and all process, communications, documents or evidence submitted or made available in connection therewith); |
23.2.2 | the mediator and arbitrator in the dispute shall be determined by agreement between the parties within a period of forty‑eight hours of the giving of notice of a dispute by any party as set out in 23.1, in the case of the mediator and forty‑eight hours after the mediator has advised the parties in writing that he is unable to resolve the dispute, in the case of the arbitrator. Failing such agreement, the mediator and/or arbitrator shall be appointed by AFSA; |
23.2.3 | the arbitrator shall finalise and deliver to the parties an award, which award shall be final and binding on the parties and shall not be subject to appeal, in writing within seven days from the date of completion of the arbitration proceedings; |
23.2.4 | where the award made by the arbitrator orders the payment of a sum of money, such sum shall, unless the award provides otherwise, carry interest at the prime rate of interest, as determined by the Company's bankers at the time of the award, from the date of the award; |
23.2.5 | the mediation shall be conducted on a without prejudice basis and shall not be recorded. The arbitrator shall however record the arbitration proceedings by means of cassette tape recording or such other form of recording as the parties may agree upon. |
23.3 | Each party to this agreement - |
23.3.1 | expressly consents to any arbitration in terms of the aforesaid rules being conducted as a matter of urgency; and |
23.3.2 | irrevocably authorises the other to apply, on its behalf, in writing, to the secretariat of AFSA in terms of article 23(1) of the aforesaid rules for any such arbitration to be conducted on an urgent basis. |
24 | GENERAL |
24.1 | This Agreement and the annexures thereto and the various agreements and documents referred to in this Agreement constitute the sole record of the agreement between the Parties in regard to the subject matter thereof and shall substitute any other agreement between the Parties in respect of the subject matter of this Agreement. |
24.2 | Neither Party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein. |
24.3 | No relaxation, extension of time, latitude or indulgence which any of the Parties (" the Grantor ") might show, grant or allow to another (" the Grantee ") shall in any way constitute a waiver by the Grantor or any of the Grantor's rights in terms of this Agreement and the Grantor shall not thereby be prejudiced or stopped from exercising any of its rights against the Grantee which may have then already arisen or which may arise thereafter. |
24.4 | No alteration, variation, amendment or purported consensual cancellation of this Agreement or any deletion there from shall be of any force or effect unless reduced to writing and signed by or on behalf of the Parties hereto. |
24.5 | If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, such provision shall be deemed to be pro non scripto, but without affecting, impairing or invalidating any of the remaining provisions of this Agreement which shall continue to be of full force and effect. |
24.6 | If any provision of this Agreement, which is not a material provision, becomes ineffective or impractical, the Parties shall negotiate in the utmost good faith to agree upon a suitable substitute provision or upon alternative compensation to be payable to the Party disadvantaged by such provision. |
25 | GOVERNING LAW |
Signed at
on 2016
|
|
for
|
Caledonia Mining Corporation
|
who warrants that he is duly
authorised hereto
|
Signed at
on 2016
|
|
Element
|
Term & Conditions
|
|
Position
|
||
Reporting To
|
||
Term of Contract
|
||
Salary
|
||
Medical/ Pension / Provident Fund
|
Country of
incorporation |
Legal
shareholding |
||
2015
|
2014
|
||
Subsidiaries within the Caledonia Mining Corporation Plc Group
|
%
|
%
|
|
Caledonia Holdings Zimbabwe (Private) Limited
(1)
|
Zimbabwe
|
100
|
100
|
Caledonia Mining Services Limited
(2)
|
Zimbabwe
|
100
|
100
|
Caledonia Kadola Limited
|
Zambia
|
-
|
100
|
Caledonia Mining (Zambia) Limited
|
Zambia
|
-
|
100
|
Caledonia Nama Limited
|
Zambia
|
-
|
100
|
Caledonia Western Limited
|
Zambia
|
-
|
100
|
Mulonga Mining Limited
|
Zambia
|
-
|
100
|
Eersteling Gold Mining Corporation Limited
|
South Africa
|
100
|
100
|
Fintona Investments Proprietary Limited
|
South Africa
|
100
|
100
|
Caledonia Mining South Africa Proprietary Limited
|
South Africa
|
100
|
100
|
Greenstone Management Services Limited
(3)
|
United Kingdom
|
100
|
100
|
Maid O' Mist Proprietary Limited
|
South Africa
|
100
|
100
|
Mapochs Exploration Proprietary Limited
|
South Africa
|
100
|
100
|
Caledonia Holdings (Africa) Limited
|
Barbados
|
100
|
100
|
Blanket (Barbados) Holdings Limited
(4)
|
Barbados
|
100
|
100
|
Blanket Mine (1983) (Private) Limited
(5)
|
Zimbabwe
|
(2)
49
|
49
|
(1) | Direct subsidiary of Greensotne Management Services Limited (United Kingdom) |
(2) | Direct subsidiary of Caledonia Holdings Zimbabwe (Private) Limited |
(3) | Direct subsidiary of Blanket (Barbados) Holdings Limited |
(4) | Direct subsidiary of Caledonia Holdings (Africa) Limited |
(5) | Direct subsidiary of Caledonia Holdings Zimbabwe (Private) Limited |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company, and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the company's internal control over financial reporting; and |
5. | The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the Audit Committee of the Company's Board of Directors (or persons performing the equivalent function); |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and |
b. | Any, fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is likely to materially affect, the Company's internal control over financial reporting; and |
5. | The Company's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent function); |
a. | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and |
b. | Any, fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. |
1. | The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report. |
1 | The Report fully complies with the requirements of Rule 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report. |
1. | To the best of my knowledge, information and belief, the Report contains all scientific and technical information required to be disclosed to make the Report not misleading. |
2. | The facts presented in the Report are correct to the best of my knowledge. |
3. | The analyses and conclusions are limited only by the reported forecasts and conditions. |
4. | I have no present or prospective interest in the subject property or asset. |
5. | My compensation, employment or contractual relationship with the Commissioning Entity is not contingent on any aspect of the Report. |
6. | I have no bias with respect to the assets that are the subject of the Report, or to the parties involved with the assignment. |
Yours faithfully,
|
||
|
||
D v HEERDEN
B.Eng (Mining), M.Comm. (Bus. Admin.)
Pr. Eng., FSAIMM, AMMSA
DIRECTOR
|
Item 1 |
–
Executive Summary
|
1
|
|
Item 1 (a)
|
– Property Description
|
1
|
|
Item 1 (b)
|
– Ownership of the Property
|
2
|
|
Item 1 (c)
|
- Geology and Mineral Deposit
|
2
|
|
Item 1 (d)
|
- Overview of the Project Geology
|
3
|
|
Item 1 (e)
|
- Local Property Geology
|
4
|
|
Item 1 (f)
|
– Status of Exploration
|
6
|
|
Item 1 (g)
|
– Mineral Resource and Mineral Reserve Estimates
|
6
|
|
Item 1 (h)
|
– Development and Operations
|
7
|
|
Item 1 (i)
|
- Market Valuation
|
7
|
|
Item 1 (j)
|
– Qualified Person's Conclusions and Recommendations
|
10
|
|
Item 2
|
– Introduction
|
15
|
|
Item 2 (a)
|
– Issuer Receiving the Report
|
15
|
|
Item 2 (b)
|
– Terms of Reference and Purpose of the Report
|
15
|
|
Item 2 (c)
|
– Sources of Information and Data Contained in the Report
|
15
|
|
Item 2 (d)
|
– Qualified Persons' Personal Inspection of the Property
|
15
|
|
Item 2 (e)
|
– Forward-Looking Statement
|
16
|
|
Item 3
|
– Reliance on Other Experts
|
17
|
|
Item 4
|
– Property Description and Location
|
18
|
|
Item 4 (a)
|
– Area of the Property
|
18
|
|
Item 4 (b)
|
– Location of the Property
|
18
|
|
Item 4 (c)
|
– Mineral Deposit Tenure
|
18
|
|
Item 4 (d)
|
– Issuer's Title to/Interest in the Property
|
21
|
|
Item 4 (e)
|
– Royalties and Payments
|
22
|
|
Item 4 (f)
|
– Environmental Liabilities
|
22
|
|
Item 4 (g)
|
– Permits to Conduct Work
|
22
|
|
Item 4 (h)
|
– Other Significant Factors and Risks
|
22
|
|
Item 5
|
– Accessibility, Climate, Local Resources, Infrastructure and Physiography
|
23
|
|
Item 5 (a)
|
– Topography, Elevation and Vegetation
|
23
|
|
Item 5 (b)
|
– Access to the Property
|
23
|
|
Item 5 (c)
|
– Proximity to Population Centres and Nature of Transport
|
23
|
|
Item 5 (d)
|
– Climate and Length of Operating Season
|
23
|
|
Item 5 (e)
|
– Infrastructure
|
25
|
|
Item 6
|
– History
|
26
|
|
Item 6 (a)
|
– Prior Ownership and Ownership Changes
|
26
|
|
Item 6 (b)
|
– Historical Exploration and Development
|
26
|
|
Item 6 (c)
|
– Historical Mineral Resource Estimates
|
26
|
|
Item 6 (d)
|
– Historical Mineral Reserve Estimates
|
26
|
|
Item 6 (e)
|
– Historical Production
|
26
|
|
Item 7
|
– Geological Setting and Mineralisation
|
28
|
|
Item 7 (a)
|
- Regional Geology
|
28
|
|
Item 7 (b)
|
- Local Geology
|
29
|
|
Item 7 (c)
|
- Project Geology
|
30
|
|
Item 7 (d)
|
- Blanket Mine Mineral Deposits
|
32
|
|
Item 8
|
– Deposit Types
|
34
|
|
Item 8 (a)
|
- Disseminated Sulphide Replacement Reefs
|
34
|
|
Item 8 (b)
|
- Quartz-Filled Reefs and Shears
|
34
|
|
Item 8 (c)
|
- Mineralisation
|
35
|
Item 9
|
– Exploration
|
36
|
|
Item 9 (a)
|
– Survey Procedures and Parameters
|
37
|
|
Item 9 (b)
|
- Sampling Methods and Sample Quality
|
37
|
|
Item 9 (c)
|
– Sample Data
|
38
|
|
Item 9 (d)
|
– Results and Interpretation of Exploration Information
|
38
|
|
Item 10
|
– Drilling
|
40
|
|
Item 10 (a)
|
– Type and Extent of Drilling
|
40
|
|
Item 10 (b)
|
– Factors Influencing the Accuracy of Results
|
43
|
|
Item 10 (c)
|
– Exploration Properties – Drill Hole Details
|
44
|
|
Item 11 |
– Sample Preparation, Analyses and Security
|
47
|
|
Item 11 (a)
|
– Sample Handling Prior to Dispatch
|
47
|
|
Item 11 (b)
|
– Sample Preparation and Analysis Procedures
|
47
|
|
Item 11 (c)
|
– Quality Assurance and Quality Control
|
48
|
|
Item 11 (d)
|
– Adequacy of Sample Preparation
|
48
|
|
Item 12
|
– Data Verification
|
49
|
|
Item 12 (a)
|
– Data Verification Procedures
|
49
|
|
Item 12 (b)
|
– Limitations on/Failure to Conduct Data Verification
|
51
|
|
Item 12 (c)
|
– Adequacy of Data
|
51
|
|
Item 13
|
– Mineral Processing and Metallurgical Testing
|
52
|
|
Item 13 (a)
|
– Nature and Extent of Testing and Analytical Procedures
|
52
|
|
Item 13 (b)
|
– Basis of Assumptions Regarding Recovery Estimates
|
52
|
|
Item 13 (c)
|
– Representativeness of Samples
|
52
|
|
Item 13 (d)
|
– Deleterious Elements for Extraction
|
52
|
|
Item 14
|
– Mineral Resource Estimates
|
53
|
|
Item 14 (a)
|
– Assumptions, Parameters and Methods Used for Resource Estimates
|
53
|
|
Item 14 (b)
|
– Disclosure Requirements for Resources
|
55
|
|
Item 14 (c)
|
– Individual Grade of Metals
|
56
|
|
Item 14 (d)
|
– Factors Affecting Resource Estimates
|
56
|
|
Item 15
|
– Mineral Reserve Estimates
|
57
|
|
Item 15 (a)
|
- Key Assumptions, Parameters and Methods
|
57
|
|
Item 15 (b)
|
- Mineral Reserve Reconciliation - Compliance with Disclosure Requirements
|
57
|
|
Item 15 (c)
|
- Multiple Commodity Reserve (Prill Ratio)
|
58
|
|
Item 15 (d)
|
- Factors Affecting Mineral Reserve Estimation
|
58
|
|
Item 16
|
– Mining Methods
|
59
|
|
Item 16 (a)
|
– Parameters Relevant to Mine Design
|
59
|
|
Item 16 (b)
|
– Production Rates, Expected Mine Life, Mining Unit Dimensions, and Mining Dilution
|
61
|
|
Item 16 (c)
|
– Requirements for Stripping, Underground Development and Backfilling
|
62
|
|
Item 16 (d)
|
– Required Mining Fleet and Machinery
|
62
|
|
Item 17
|
- Recovery Methods
|
63
|
|
Item 17 (a)
|
- Flow Sheets and Process Recovery Methods
|
63
|
|
Item 17 (b)
|
- Operating Results Relating to Gold Recovery
|
66
|
|
Item 17 (c)
|
- Plant Design and Equipment Characteristics
|
67
|
|
Item 17 (a)
|
– Current Requirements for Reagents and labour
|
70
|
|
Item 18
|
– Project Infrastructure
|
72
|
|
Item 18 (a)
|
- Mine Layout and Operations
|
72
|
|
Item 18 (b)
|
- Infrastructure
|
73
|
|
Item 18 (c)
|
- Services
|
73
|
|
Item 19
|
– Market Studies and Contracts
|
75
|
|
Item 19 (a)
|
– Market Studies and Commodity Market Assessment
|
75
|
|
Item 19 (b)
|
– Contracts
|
86
|
Item 20
|
– Environmental Studies, Permitting and Social or Community Impact
|
87
|
|
Item 20 (a)
|
– Relevant Environmental Issues and Results of Studies Done
|
87
|
|
Item 20 (b)
|
– Waste Disposal, Site Monitoring and Water Management
|
87
|
|
Item 20 (c)
|
- Permit Requirements
|
88
|
|
Item 20 (d)
|
– Social and Community-Related Requirements
|
88
|
|
Item 20 (e)
|
– Mine Closure Costs and Requirements
|
88
|
|
Item 21
|
– Capital and Operating Costs
|
89
|
|
Item 21 (a)
|
– Capital Costs
|
89
|
|
Item 21 (b)
|
– Operating Cost
|
89
|
|
Item 22
|
– Economic Analysis
|
96
|
|
Item 22 (a)
|
- Principal Assumptions
|
96
|
|
Item 22 (b)
|
- Cash Flow Forecast
|
98
|
|
Item 22 (c)
|
- Net Present Value
|
102
|
|
Item 22 (d)
|
- Regulatory Items
|
102
|
|
Item 22 (e)
|
- Sensitivity Analysis
|
103
|
|
Item 23
|
- Adjacent Properties
|
105
|
|
Item 23 (a)
|
– Public Domain Information
|
105
|
|
Item 23 (b)
|
– Sources of Information
|
105
|
|
Item 23 (c)
|
– Verification of Information
|
106
|
|
Item 23 (d)
|
– Applicability of Adjacent Property's Mineral Deposit to Project
|
106
|
|
Item 23 (e)
|
– Historical Estimates of Mineral Resources or Mineral Reserves
|
106
|
|
Item 24
|
– Other Relevant Data and Information
|
107
|
|
Item 24 (a)
|
- Upside Potential
|
107
|
|
Item 25
|
– Interpretation and Conclusions
|
116
|
|
Item 26
|
– Recommendations
|
119
|
|
Item 27
|
– References
|
121
|
|
Glossary of Terms
|
123
|
||
Appendix
|
128
|
Figure 1:
|
General Location of Blanket Mine
|
18
|
Figure 2:
|
Location of Blanket Mineral Rights
|
20
|
Figure 3:
|
Blanket Mine Ownership Structure
|
21
|
Figure 4:
|
Gwanda Average Temperatures
|
24
|
Figure 5:
|
Gwanda Average Monthly Precipitation
|
24
|
Figure 6:
|
General Location and Infrastructure
|
25
|
Figure 7:
|
Historical Production Statistics
|
27
|
Figure 8:
|
Blanket Historical Production
|
27
|
Figure 9:
|
Zimbabwe Craton
|
28
|
Figure 10:
|
Regional Geology of the Gwanda Greenstone Belt
|
29
|
Figure 11:
|
Stratigraphic Column of the Blanket Mine Area
|
30
|
Figure 12:
|
Local Geology of Blanket Mine
|
31
|
Figure 13:
|
Blanket Mine Longitudinal Section Showing Production Areas
|
31
|
Figure 14:
|
Location of GG and Mascot Exploration Shafts
|
36
|
Figure 15:
|
GG Exploration Shaft
|
36
|
Figure 16:
|
Chip Sampling and Sludge Sampling and Evaluation Holes at Eroica
|
38
|
Figure 17:
|
An Example of a Vertical Projection Using the Chip Sampling to Delineate the Payable Mineral Deposit
|
39
|
Figure 18:
|
GG Project Area Indicating Mineral Deposits Relative to Surface Drilling
|
40
|
Figure 19:
|
Typical Style of Drilling in Haulages
|
41
|
Figure 20:
|
Deep Drilling from Underground
|
42
|
Figure 21:
|
Assay Plan
|
43
|
Figure 22:
|
Section through GG Exploration Shaft with Resource Blocks, Development Sampling and Drilling
|
44
|
Figure 23:
|
Mascot Main Reef Resource Blocks as Defined by Historical Development Sampling and Current Drilling
|
45
|
Figure 24:
|
Mascot South Parallel Reef Projection Indicating Resource Blocks as Defined by Drill Hole Intersections
|
46
|
Figure 25:
|
Development Assay Plan
|
49
|
Figure 26:
|
Resource Block Evaluation Sheet
|
50
|
Figure 27:
|
Resource Block Summary (note that Sample Width has m and not cm units – affects other units)
|
50
|
Figure 28:
|
Underhand Stoping Method
|
59
|
Figure 29:
|
Long Hole Stoping
|
60
|
Figure 30:
|
Blanket Mine Total Production
|
62
|
Figure 31:
|
Process Flow Schematic – Comminution Circuits
|
64
|
Figure 32:
|
Process Flow Schematic – CIL and Elution Circuits
|
65
|
Figure 33:
|
Historic Milled Tonnes and Head Grade from January 2013 to July 2014
|
66
|
Figure 34:
|
Historic Recoveries and Gold Production from January 2013 to July 2014
|
67
|
Figure 35:
|
Cone Crusher Feed Stockpile
|
67
|
Figure 36:
|
Cone Crushers
|
68
|
Figure 37:
|
Rod Mills
|
68
|
Figure 38:
|
CIL Circuit
|
69
|
Figure 39:
|
Elution and Electrowinning Vessels
|
70
|
Figure 40:
|
General Location and Infrastructure
|
72
|
Figure 41:
|
No 4 Shaft Headgear and Winder Room
|
72
|
Figure 42:
|
Surface Infrastructure Arrangement
|
73
|
Figure 43:
|
Diesel Genset Unit and Genset Shed
|
74
|
Figure 44:
|
Nominal Spot Gold Price and Price in Real Current Day Terms
|
75
|
Figure 45:
|
Top 10 Countries by Total Resource Ounces
|
77
|
Figure 46:
|
Gold Supply
|
78
|
Figure 47:
|
Recycled Gold and Price Relationship
|
79
|
Figure 48:
|
Global Demand for Gold
|
80
|
Figure 49:
|
Central Bank Annual Net Sales and Purchases
|
81
|
Figure 50:
|
Gold Price vs. USD/Euro
|
83
|
Figure 51:
|
Gold Price vs. Real US Rate
|
84
|
Figure 52:
|
Gold Price vs. Real US Rate
|
84
|
Figure 53:
|
Gold Yearly Prices
|
85
|
Figure 54:
|
Real Gold Price Ranges
|
86
|
Figure 55:
|
Capital Schedule Based on Reserves
|
89
|
Figure 56:
|
Actual vs. Planned Operating Expenditure
|
90
|
Figure 57:
|
Actual vs. Planned Operating Expenditure and Milled Tonnes
|
90
|
Figure 58:
|
Labour Split
|
91
|
Figure 59:
|
Actual vs. Forecast Unit Costs
|
93
|
Figure 60:
|
Production Cost per Milled Tonne vs. Tonnes Milled
|
95
|
Figure 61:
|
Fully-Allocated Costs vs. Gold Price
|
95
|
Figure 62:
|
Junior and Major Indices and Caledonia (CAL) Measured against the S&P 500
|
98
|
Figure 63:
|
Saleable Product
|
98
|
Figure 64:
|
Annual and Cumulative Cash Flow
|
99
|
Figure 65:
|
Actual Profit vs. Forecasted Profit
|
100
|
Figure 66:
|
Project Sensitivity (NPV8.36%)
|
103
|
Figure 67:
|
Adjacent Properties
|
105
|
Figure 68:
|
Below 750 m Level - Blanket Mine
|
108
|
Figure 69:
|
Blanket PEA Production Profiles
|
108
|
Figure 70:
|
Saleable Product
|
109
|
Figure 71:
|
PEA Expansion Project Capital Scheduling
|
110
|
Figure 72:
|
PEA Study Capital Schedule
|
111
|
Figure 73:
|
Monte Carlo LoM Summary Report
|
113
|
Figure 74:
|
Annual and Cumulative Cash Flow
|
114
|
Figure 75:
|
Project Sensitivity (NPV8.36%)
|
114
|
Table 1:
|
August 2013 and August 2014 Blanket Mine Mineral Resource Reconciliation (as tabulated by Blanket Mine)
|
54
|
Table 2:
|
August 2014 Mineral Resource as Verified by Minxcon
|
55
|
Table 3:
|
August 2014 Mineral Resource for GG as Verified by Minxcon
|
55
|
Table 4:
|
August 2014 Mineral Resource for Mascot as Verified by Minxcon
|
55
|
Table 5:
|
Mine Design Criteria - Stoping
|
57
|
Table 6:
|
Mineral Reserve Statement (October 2014)
|
57
|
Table 7:
|
Mineral Reserve Reconciliation
|
58
|
Table 8:
|
MCF History
|
61
|
Table 9:
|
Historic Production from 2013 to July 2014.
|
66
|
Table 10:
|
Labour Complement for the Plant
|
70
|
Table 11:
|
Reagent and Consumable Consumptions
|
71
|
Table 12:
|
Geographical Gold Deposits
|
76
|
Table 13:
|
Country Listing of Gold Reserves
|
77
|
Table 14:
|
Top 20 Gold Mining Countries
|
78
|
Table 15:
|
Top 40 Reported Official Gold Holdings (As at March 2014)
|
82
|
Table 16:
|
Gold Price Forecast (Nominal Terms)
|
86
|
Table 17:
|
Fixed and Variable Mining Operating Cost
|
92
|
Table 18:
|
Historic Plant Operating Costs between 2012 and July 2014
|
92
|
Table 19:
|
Expected Plant Operating Cost at Steady State
|
93
|
Table 20:
|
OPEX Summary
|
94
|
Table 21:
|
Gold Forecast
|
96
|
Table 22:
|
Recovery Percentage
|
97
|
Table 23:
|
Nominal Discount Rate Calculation
|
97
|
Table 24:
|
Production Breakdown in LoM
|
99
|
Table 25:
|
Real Cash Flow
|
101
|
Table 26:
|
Project Valuation Summary – Real Terms
|
102
|
Table 27:
|
Profitability Ratios
|
102
|
Table 28:
|
Input Ranges
|
102
|
Table 29:
|
Range of Values
|
102
|
Table 30:
|
Sensitivity Analysis of Gold Price and Grade to NPV8.36% (USDm)
|
104
|
Table 31:
|
Sensitivity Analysis of Production Costs and Sustaining Capital to NPV8.36% (USDm)
|
104
|
Table 32:
|
PEA Production Breakdown in LoM
|
109
|
Table 33:
|
Expansion Project Capital Estimation
|
110
|
Table 34:
|
Total Capital Estimation
|
110
|
Table 35:
|
PEA OPEX Summary
|
111
|
Table 36:
|
PEA Fully-Allocated Costs vs. Gold Price
|
112
|
Table 37:
|
PEA Valuation Summary – Real Terms
|
112
|
Table 38:
|
PEA Profitability Ratios
|
112
|
Table 39:
|
Monte Carlo Input Ranges
|
113
|
Table 40:
|
Sensitivity Analysis of Gold Price and Grade to NPV8.36% (USDm)
|
115
|
Table 41:
|
Sensitivity Analysis of Production Costs and Capital to NPV8.36% (USDm)
|
115
|
Table 42:
|
Glossary of Terms
|
123
|
Appendix 1:
|
Qualified Persons' Certificates
|
128
|
Appendix 2:
|
Blanket Operating Claims
|
133
|
Appendix 3:
|
Blanket Non-Operating Claims
|
137
|
Appendix 4:
|
Blanket Exploration Claims
|
138
|
ITEM 1 | – EXECUTIVE SUMMARY |
Item 1 (a) | – Property Description |
|
|
Location of the Blanket Mine
|
Item 1 (b) | – Ownership of the Property |
· | 16% was sold to the National Indigenisation and Economic Empowerment Fund; |
· | 10% was sold to a Management and Employee Trust for the benefit of the present and future managers and employees of Blanket; |
· | 15% was sold to identified Indigenous Zimbabweans; and |
· | 10% was donated to the Gwanda Community Share Ownership Trust. Blanket also made a non-refundable donation of USD1 million to the Trust as soon as it was established and paid advance dividends of USD4 million before the end of April 2013. |
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|
Ownership Structure
|
Item 1 (c) | - Geology and Mineral Deposit |
· | Older greenstones called the Sebakwian Group, which are mostly metamorphosed to amphibolite facies. They comprise komatiitic and basaltic volcanic rocks, some banded iron formation ("BIF"), as well as clastic sediments. |
· | The Lower Bulawayan Group, which comprises basalts, high-Mg basalts, felsic volcanic rocks and mixed chemical and clastic sediments. The Lower Bulawayan Group forms the Belingwe (Mberengwa) greenstones. |
· | The Upper Bulawayan (upper greenstones) and Shamvaian groups, which comprise a succession of sedimentary and komatiitic to tholeiitic to calc-alkaline rocks. |
· | Archaean Limpopo Mobile Belt to the south; |
· | Magondi Mobile Belt on the north-western margin of the Craton; and |
· | Zambezi Mobile Belt to the north and northeast of the Zimbabwe Craton. |
|
|
The Zimbabwe Craton Relative to Other Cratons
|
Item 1 (d) | - Overview of the Project Geology |
Item 1 (e) | - Local Property Geology |
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Blanket Mine Longitudinal Section Showing Production Areas
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|
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Lithology of Blanket Mine Area
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|
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Stratigraphy of Blanket Mine
|
Item 1 (f) | – Status of Exploration |
· | 47 are registered as precious metal (gold) blocks covering 415 ha. Gold or precious metal claims measure 10 ha x 1 ha (10 ha) and; |
· | 31 claims were pegged and are registered as base metal (Cu, Ni, As) blocks, covering an area of 2,085 ha. Base-metal claims are larger than precious metal blocks. |
Item 1 (g) | – Mineral Resource and Mineral Reserve Estimates |
1. | Tonnes are in situ . |
2. | All figures are in metric tonnes. |
3. | Mineral Reserves are included in the Mineral Resource. |
4. | Mineral Resources are stated at a 1.96 g/t cut-off. |
5. | No geological losses were applied to the tonnage. |
6. | Tonnage and grade have been rounded and this may result in minor adding discrepancies. |
7. | The tonnages are stated at a relative density of 2.86 t/m 3 . |
8. | Conversion from kg to oz.: 1:32.15076. |
Mineral Reserve Category
|
Tonnage
|
Au
|
Au Content
|
Ounces
|
t
|
g/t
|
kg
|
oz.
|
|
Proven
|
856,005
|
3.40
|
2,912
|
93,638
|
Probable
|
2,077,828
|
3.78
|
7,862
|
252,758
|
Total Mineral Reserves
|
2,933,833
|
3.67
|
10,774
|
346,396
|
1. | Tonnages refer to tonnes delivered to the metallurgical plant. |
2. | All figures are in metric tonnes. |
3. | 1kg = 32.15076 oz. |
4. | Pay limit Blanket Mine 2.03 g/t. |
5. | Pay Limit calculated: USD/oz. = 1250; Direct Cash Cost (C1) – 71 USD/t milled. |
6. | The reduction in ounces is mainly attributed to the exclusion of previously stated Proven and Probable Reserves below 750 m Level. (These ounces are accounted for as Measured and Indicated Resources.) |
Item 1 (h) | – Development and Operations |
Item 1 (i) | - Market Valuation |
Item
|
Unit
|
Amount
|
Unit
|
Amount
|
Net Turnover
|
USD/Milled tonne
|
138
|
USD/Gold oz.
|
1,250
|
Mine Cost
|
USD/Milled tonne
|
49
|
USD/Gold oz.
|
446
|
Plant Costs
|
USD/Milled tonne
|
17
|
USD/Gold oz.
|
153
|
Other Costs
|
USD/Milled tonne
|
5
|
USD/Gold oz.
|
41
|
Direct Cash Costs (C1)
|
USD/Milled tonne
|
71
|
USD/Gold oz.
|
641
|
Capex
|
USD/Milled tonne
|
5
|
USD/Gold oz.
|
45
|
Production Costs (C2)
|
USD/Milled tonne
|
76
|
USD/Gold oz.
|
685
|
Royalties
|
USD/Milled tonne
|
7
|
USD/Gold oz.
|
63
|
Other Cash Costs
|
USD/Milled tonne
|
13
|
USD/Gold oz.
|
116
|
Fully Allocated Costs/
Notional Costs (C3)
|
USD/Milled tonne
|
95
|
USD/Gold oz.
|
864
|
NCE Margin
|
%
|
31%
|
%
|
31%
|
EBITDA*
|
USD/Milled tonne
|
48
|
USD/Gold oz.
|
431
|
EBITDA Margin
|
%
|
34%
|
||
Gold Recovered
|
oz.
|
323,881
|
1. | * EBITDA excludes capital expenditure. |
2. | Numbers may not add up due to rounding. |
Item
|
Unit
|
Value
|
Real NPV @ 0.00%
|
USDm
|
87
|
Real NPV @ 5.00%
|
USDm
|
70
|
Real NPV @ 8.36%
|
USDm
|
66
|
Real NPV @ 10.00%
|
USDm
|
57
|
Real NPV @ 15.00%
|
USDm
|
47
|
Item
|
Unit
|
Profitability Ratios
|
Total ounces in Reserve LoM plan
|
oz.
|
346,397
|
In Situ
Mining Inventory Valuation
|
USD/oz.
|
190
|
Production LoM
|
Years
|
8
|
Present Value of Income Flow
|
USDm
|
106
|
Break Even Milled Grade
|
g/t
|
2.54
|
Incentive Gold Price
|
USD/oz.
|
864
|
Item 1 (j) | – Qualified Person's Conclusions and Recommendations |
· | The Mineral Resources and Reserves tabulated on the operation are not aligned with best practises and reporting formats. These spread sheets should be revised. |
· | The manual mineral resource estimation methodology is deemed satisfactory, but a digital database would have advantages in terms of 3D visualisation and understanding the data. |
· | The QA/QC practices are not up to standard and need to be revised and implemented. |
· | The "deep" drilling and exploration drilling QA/QC needs to be improved. |
· | Drilling for the depth extensions should be increased to increase the confidence of the resource for the deepening of the project. |
· | The Reserve LoM plan is based on the depletion of Mineral Resource blocks following a study of mine plans. |
· | The developments required to access the mine's Measured and Indicated Mineral Resources have been completed. |
· | Historic production volumes have been on the increase since Jan 2012, moving closer to 35 ktpm. The mine plan will require production to maintain a slow but steady increase up to 40 ktpm in 2018. |
· | Rock conditions are fairly competent and roof support is rarely required. |
· | Existing infrastructure at the Blanket Mine is sufficient to sustain the current production profile. |
· | The plant is well-maintained and equipped to crush and mill up to 40 kt per month. |
· | The CIL circuit has adequate capacity to treat up to 120 kt of milled material per month. |
· | The plant is adequately staffed considering that most of the plant is manually controlled. |
· | Overall gold recoveries have been consistent on a monthly basis. |
· | The high free gold recovery of approximately 50% contributes to the overall high gold recovery. |
· | The incorporation of a central process control system can improve recoveries and reduce costs. |
· | Opportunities exist to reduce costs by optimising power measurement and reagent consumption. |
· | The Project investigated is financially feasible at an 8.36% real discount rate. |
· | The best-estimated value of the Project was calculated at USD66 million. |
· | The Blanket Mine has an NCE margin of 31% that is slightly higher when benchmarked against other mines. |
· | The Project is most sensitive to gold price and grade. |
· | Direct Cash cost for the Project is USD71/milled tonne that equates to USD641/oz., which is below the reported average global gold cash cost of USD767/oz. |
· | Fully-allocated cost for the Project is USD95/milled tonne that equates to USD864/oz. |
· | The Mineral Resource confidence is concept level because the resources below 750 m Level are predominantly in the Inferred category. The following figure illustrates the red area included in the PEA Study:- |
|
|
|
Blanket Project Area Split, Below 750 m (Red Portion)
|
· | The PEA Study, design, schedule and OPEX estimation is better than concept level and is based on current actual performance. |
· | The capital estimation was estimated at a very high level of confidence based on engineering designs, drawings and firm quotes and is at least at a definitive level of confidence. |
· | The PEA includes only the Inferred Mineral Resources from the Below 750 m Level area. |
· | The existing infrastructure at the Blanket mine will be utilised in parallel with new infrastructure which is specifically aimed at targeting the Below 750 m Level mining areas. |
· | The extensions will entail the sinking of a new vertical shaft from surface as well as the completion of the No 6 Winze deepening project. |
· | Capital for the various key expansion project items amounts to USD43 million. |
· | The historic metallurgical recoveries of 93.5% are not expected to change with the increased tonnes from the Blanket Mine. |
· | The tonnage profile for the PEA is based on the replacement tonnages (Inferred Resources) to be mined through the existing shaft and the new central shaft situated in-between AR Main and AR South. |
· | The average grade is expected to be 4.36 g/t. |
· | The infrastructure extensions as defined in the PEA contain approximately 385 koz of gold in situ . |
· | The PEA Study excludes the Exploration Target areas below AR Main, AR South, Lima and Eroica. The PEA project will provide access to these Exploration target areas and to future exploration areas below 1120 level that will potentially extend the LoM. |
· | The best-estimated value of the PEA was calculated at USD65 million at a real discount rate of 8.36%. The IRR was calculated at 42% |
· | By using the Monte Carlo model for the PEA, the value range of the Blanket operation plots between USD44 million and USD84 million. |
· | The PEA is most sensitive to gold price and grade. |
· | The PEA has a break-even gold price of USD789/oz., including capital. |
· |
Direct Cash cost for the PEA is USD67/milled t that equates to USD513/oz., which is below the average global gold cash cost of USD767/oz.
|
·
|
Fully-allocated cost for the PEA is USD86/milled t that equates to USD789/oz.; noticeably lower than similar gold mining operations.
|
· | Minxcon recommends that the Mineral Resources are stated as inclusive of Mineral Reserves and that the Measured and Indicated Resources be declared separate from the Inferred Resources. |
· | The manual data should be captured digitally to reduce human error and assist in the 3D visualisation of the Mineral Deposit and potentially find hidden ore resource blocks. |
· | Geostatistical analysis of the data could possibly help to increase the mineral resources. |
· | Best practice QA/QC must be implemented on the operation, especially for the deep drilling and other exploration drilling as these sample points are single points and have greater influence than the day-to-day evaluation samples. |
· | Currently, the block evaluation does not correct for dip, which leads to under evaluation of the volume and content per resource block. |
· | Short deflections must be drilled when drilling the "deep" drill holes and exploration drill holes to understand variability and improve the confidence of the intersections for the Indicated and Inferred Resources. |
· | Long inclined boreholes ("LIB") or directional drilling should be investigated as an option to drill more and deeper intersections in the "pay shoots" without increasing the cross-cut development. This could help convert the Inferred mineral resource to an Indicated mineral resource. |
· | To assist in the LoM plan audit, a LoM design must be completed using one of the available software packages. This will be illustrated in the mining sequence and development. |
· | The incorporation of additional process control systems should be pursued to improve gold recoveries and reduce costs. |
· | Metering of power consumption to the main process units should be installed so that power utilisation can be controlled; this will lower operating costs. |
· | The mill feed bin should be upgraded in size to increase the retention time to allow the crushers to operate during the day only. |
· | Reagent consumption (cyanide, and carbon) should be optimised further. |
· | It is recommended that laboratory costs be captured centrally and allocated to the mining, geology and metallurgical department on a cost per sample basis. |
· | To fully de-risk the PEA expansion project, it is recommended to do exploration drilling as illustrated in the figure below, to increase the level of confidence of the Mineral Resources to Indicated. |
|
|
|
Below 750 m Area
|
· | Best practice QA/QC must be implemented on the operation, especially for deep drilling and other exploration drilling as these sample points are single points and have greater influence than the day-to-day evaluation samples. |
· | Short deflections must be drilled when drilling the "deep" drill holes and exploration drill holes to understand variability and improve the confidence of the intersections for the Indicated and Inferred resources. |
· | Long inclined boreholes or directional drilling should be investigated as an option to drill more and deeper intersections in the "pay shoots" without increasing the cross-cut development. This could help to convert the Inferred Mineral Resources to Indicated Mineral Resources. |
· | The incorporation of additional process control systems should be pursued to improve gold recoveries and reduce costs. |
· | Metering of power consumptions to the main process units should be installed so that plant power utilisation can be controlled. |
· | Although the Gemini tables operate effectively at the moment, installation of Acacia reactors should be considered for upgrading of Knelson concentrates. |
ITEM 2 | – INTRODUCTION |
Item 2 (a) | – Issuer Receiving the Report |
Item 2 (b) | – Terms of Reference and Purpose of the Report |
· | The Caledonia offices in Johannesburg were visited to collect information pertaining to the financial, legal and environmental aspects of the Project. |
· | Various technical and environmental reports prepared by various independent consultants were studied. |
· | Geological data and Mineral Resources were reviewed. |
· | The Reserve LoM plan, Mineral Reserves and processing methodology were reviewed. |
· | A Discounted Cash Flow ("DCF") analysis was completed. |
Item 2 (c) | – Sources of Information and Data Contained in the Report |
· | Technical reports and technical information from the Blanket Mine. |
· | Historical Technical Reports, press releases and other public documents posted on SEDAR. |
· | Market research information from various websites, literature and other published articles. |
· | Personal Communication with the COO of Caledonia, Mr. Dana Roets. |
· | Personal Communication with the Vice President, Exploration of Caledonia, Dr. Trevor Pearton. |
Item 2 (d) | – Qualified Persons' Personal Inspection of the Property |
Item 2 (e) | – Forward-Looking Statement |
ITEM 3 | – RELIANCE ON OTHER EXPERTS |
ITEM 4 | - PROPERTY DESCRIPTION AND LOCATION |
Item 4 (a) | – Area of the Property |
Item 4 (b) | – Location of the Property |
|
|
Location of the Blanket Mine
|
Item 4 (c) | – Mineral Deposit Tenure |
|
|
Blanket Mine Boundary
|
Item 4 (d) | – Issuer's Title to/Interest in the Property |
· | 16% was sold to the National Indigenisation and Economic Empowerment Fund; |
· | 10% was sold to a Management and Employee Trust for the benefit of the present and future managers and employees of Blanket Mine; |
· | 15% was sold to identified indigenous Zimbabweans; and |
· | 10% was donated to the Gwanda Community Share Ownership Trust. Blanket also made a non-refundable donation of USD1 million to the Trust as soon as it was established and paid advance dividends of USD4 million before the end of April 2013. |
|
|
Ownership Structure
|
Item 4 (e) | – Royalties and Payments |
Item 4 (f) | – Environmental Liabilities |
Item 4 (g) | – Permits to Conduct Work |
Item 4 (h) | – Other Significant Factors and Risks |
ITEM 5 | – ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY |
Item 5 (a) | – Topography, Elevation and Vegetation |
Item 5 (b) | – Access to the Property |
Item 5 (c) | – Proximity to Population Centres and Nature of Transport |
Item 5 (d) | – Climate and Length of Operating Season |
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|
Gwanda Average Temperatures
|
|
|
Gwanda Average Precipitation
|
Item 5 (e) | – Infrastructure |
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|
General Location and Infrastructure
|
ITEM 6 | – HISTORY |
Item 6 (a) | – Prior Ownership and Ownership Changes |
Item 6 (b) | – Historical Exploration and Development |
Item 6 (c) | – Historical Mineral Resource Estimates |
Item 6 (d) | – Historical Mineral Reserve Estimates |
Item 6 (e) | – Historical Production |
|
|
Blanket Mine Historical Production Statistics (1906 to 2013)
|
ITEM 7 | – GEOLOGICAL SETTING AND MINERALISATION |
Item 7 (a) | - Regional Geology |
|
|
The Zimbabwe Craton Relative to Other Cratons
|
· | Older greenstones called the Sebakwian Group, which are mostly metamorphosed to amphibolite facies. They comprise komatiitic and basaltic volcanic rocks, some BIF, as well as clastic sediments. |
· | The Lower Bulawayan Group, which comprises basalts, high-Mg basalts, felsic volcanic rocks and mixed chemical and clastic sediments. The Lower Bulawayan Group forms the Belingwe (Mberengwa) greenstones. |
· | The Upper Bulawayan (upper greenstones) and Shamvaian groups, which comprise a succession of sedimentary and komatiitic to tholeiitic to calc-alkaline rocks. |
· | The Archaean Limpopo Mobile Belt, which trends east-northeast and separates the Zimbabwe Craton from the Kaapvaal Craton to the south. High-grade metamorphic and igneous rocks, which include amphibolites, gneisses and granulites, characterise the Limpopo Mobile Belt. |
· | The Magondi Mobile Belt on the north-western margin of the Craton, which formed as a result of deformation and metamorphism of the Palaeoproterozoic Magondi Supergroup. The Dewaras Group (volcano-sedimentary deposits), the Lomagundi Group (sedimentary deposits) and the Piriwiri Group (sedimentary deposits) form the Magondi Supergroup. |
· | The Zambezi Mobile Belt (comprising Neoproterozoic to Cambrian rocks) to the north and northeast of the Zimbabwe Craton, consisting of high grade and intensely deformed metasediments with intercalated basement gneisses. |
Item 7 (b) | - Local Geology |
|
|
Regional Geology of the Gwanda Greenstone Belt
|
Item 7 (c) | - Project Geology |
|
|
Stratigraphy of Blanket Mine
|
|
|
Lithology of Blanket Mine Area
|
|
|
Blanket Mine Longitudinal Section Showing Production Areas
|
Item 7 (d) | - Blanket Mine Mineral Deposits |
ITEM 8 | – DEPOSIT TYPES |
· | Silver (Ag) rich deposits, in which the concentration of silver exceeds that of gold. |
· | Gold (Au) rich deposits, in which the concentration of gold exceeds that of silver. The gold and silver concentrations of both types are at the ppm level. |
Item 8 (a) | - Disseminated Sulphide Replacement Reefs |
Item 8 (b) | - Quartz-Filled Reefs and Shears |
Item 8 (c) | - Mineralisation |
· | depths of between 6 km and 12 km; |
· | pressures between 1 and 3 kilobars; and |
· | temperatures between 200º C and 400º C. |
ITEM 9 | – EXPLORATION |
|
|
Blanket Mine Current Mining Operation and Exploration Shafts
|
|
|
GG Exploration Shaft
|
Item 9 (a) | – Survey Procedures and Parameters |
· | Mineralised zones are explored by means of development drives mined along the strike of the shear zones. Evaluation drill holes are drilled from these drives every 7.5 m from cubbies to assist in the delineation of the Mineral Deposits. The delineation of the mineralised zone is based on the geology and the grade above 1.96 g/t. |
· | The main survey plans are the main level plans and 15 m sub-level plans. Survey pegs are installed at about 30 m intervals to guide the development. All core drilling is indicated on these plans. |
· | There are assay plans which display the development with the chip sampling, sludge sampling and evaluation drilling sampling (Figure 16). |
· | Stope assay plans capture the stoping and the stope assaying. |
· | Geological plans to help delineate the Mineral Deposits. |
· | Due to the vertical nature of the Mineral Deposits there are also longitudinal projection assay plans. |
Item 9 (b) | - Sampling Methods and Sample Quality |
· | underground core; |
· | channel (chip) sampling; |
· | percussion drilling; |
· | sludge sampling; |
· | evaluation drilling; and |
· | some deep diamond cored holes drilled from surface or underground platforms. |
Item 9 (c) | – Sample Data |
|
|
Chip Sampling, Sludge Sampling and Evaluation Drill Holes on a Portion of 645 Level at Eroica
|
Item 9 (d) | – Results and Interpretation of Exploration Information |
|
|
An Example of a Projection Using the Chip Sampling to Delineate the Mineralised Mineral Deposit
|
Item 10 (a) | – Type and Extent of Drilling |
|
|
GG Exploration Shaft with Associated Mineral Deposits and Surface Drilling
|
|
|
Horizontal Core Drilling in Haulages at Blanket Mine
|
|
|
Deep Borehole Underground
|
|
|
Typical Assay Plan at Blanket Mine
|
Item 10 (b) | – Factors Influencing the Accuracy of Results |
Item 10 (c) | – Exploration Properties – Drill Hole Details |
|
|
GG North Main Resource Blocks
|
|
|
Mascot Surface Drilling and Resource Blocks
|
|
|
Mascot South Parallel Reef with Resource Blocks and Drill Hole Intersections
|
ITEM 11 | – SAMPLE PREPARATION, ANALYSES AND SECURITY |
Item 11 (a) | – Sample Handling Prior to Dispatch |
· | Ensures that all core is sequentially laid down in core boxes which are kept secure and guarded against possible mixing. |
· | Checks the drillers to ensure core obtained attains a recovery of at least 95%. |
· | Ensures that all core boxes are collected at the end of the drilling shift. The core boxes are secured and transported to the core yard where they are entered into a log book, logged and sampled within 3 days. |
· | Places the boxes containing the core in the correct sequence and identifies the mineralised zones. |
· | Marks samples at 0.6 m intervals in nearly homogeneous mineralised zones. Selective sampling intervals are employed on mineralised units with unique features e.g. colour, concentration of mineralisation, alteration, and mineralogy. |
· | Splits the core into two halves (after completing marking) and then breaks at the marked intervals. |
· | Inserts blank samples (dolerite dyke material) at a minimum rate of 1 blank sample after every 20 samples and with duplicates inserted randomly in every batch of samples to the laboratory. |
· | Cloth sample bags (for sludge sampling) to allow for effective decanting of water while retaining the sample. Since more than one sample is taken from the sludge hole, the hole is flushed thoroughly with water before drilling and collecting the next sample. |
· | Plastic sample bags are used in continuous chip and grab sampling. |
· | Paper bags are used for sampling on-site core. The above bags are used once and discarded to minimise contamination. A ticket tagging system is used with sketches drawn at the face showing the ticket numbers corresponding to the samples taken. On receipt from the laboratory, results are plotted on the assay plan against the corresponding ticket numbers. |
Item 11 (b) | – Sample Preparation and Analysis Procedures |
Item 11 (c) | – Quality Assurance and Quality Control |
Item 11 (d) | – Adequacy of Sample Preparation |
ITEM 12 | – DATA VERIFICATION |
Item 12 (a) | – Data Verification Procedures |
|
|
Various Sampling Points Utilised in the Evaluation of the Block Summaries
|
|
|
Resource Block Evaluation Sheet on AR South Mineral Deposit
|
|
|
Block Summary for the Resource Block Listing
|
Item 12 (b) | – Limitations on/Failure to Conduct Data Verification |
Item 12 (c) | – Adequacy of Data |
ITEM 13 | – MINERAL PROCESSING AND METALLURGICAL TESTING |
Item 13 (a) | – Nature and Extent of Testing and Analytical Procedures |
Item 13 (b) | – Basis of Assumptions Regarding Recovery Estimates |
Item 13 (c) | – Representativeness of Samples |
Item 13 (d) | – Deleterious Elements for Extraction |
ITEM 14 | – MINERAL RESOURCE ESTIMATES |
Item 14 (a) | – Assumptions, Parameters and Methods Used for Resource Estimates |
· | Manual weighted averages of sampling data. |
· | No kriging or digital estimation process. |
· | The individual sample points are top cut to the 90 th percentile. |
· | Mineralised widths are determined by the combination of geology and the mineral resource cut-off of 1.96 g/t (based on a gold price of $ 1 300/oz. and a cost of $ 70.44/t). |
· | A historical SG of 2,86 is standard for all reefs. |
· | For narrow reefs a minimum mining width of 1.2 m is used. |
· | Ore resource blocks are based on the geology and the geometry of mined-out areas. |
· | Ore resource blocks are not corrected for dip. |
· | The block model is the combination of the mineral resource blocks. |
· | Depletions are determined by the mine survey department. |
· | The resources are classified into Measured, Indicated and Inferred Mineral Resources (classification criteria are described in the following section as per the mine's definition). |
· | 60 m on strike; and |
· | 120 m on dip. |
· | Where the 60 m limit exceeds the strike confines of the pay shoot defined by existing up-dip mining limits. |
· | Where peripheral intersections suggest a significant thinning of the mineralised zone. |
· | Where un-mineralised holes indicate termination of the mineralised zone. In this instance the boundary is taken halfway between the mineralised and non-mineralised intercepts, with the restrictions of pay shoot boundary-taking precedence. |
· | Where projected geological features (e.g. dykes and faults) are likely to affect the mineralised zone. |
· | 30 m on strike; and |
· | 60 m on dip. |
· | Where the 30 m limit exceeds the strike confines of the ore shoot defined by the up-dip mining limits. |
· | Where peripheral intersections suggest a significant thinning of the mineralised zone. |
· | Where un-mineralised holes indicate termination of the mineralised zone. In this instance the boundary is taken halfway between the mineralised and non-mineralised intercepts, with the restrictions of pay shoot boundary taking precedence. |
· | Where projected geological features (e.g. dykes and faults) are likely to affect the mineralised zone. |
· | 7.5 m on strike; and |
· | 7.5 m on dip. |
2013
|
2014
|
|||||||
Category
|
Estimated
Tonnes
|
Est Mill
Head Grade
|
%
|
Ounces
|
Estimated
Tonnes
|
Est Mill
Head Grade
|
%
|
Ounces
|
t
|
g/t
|
oz.
|
t
|
g/t
|
oz.
|
|||
Proven *
|
966,733
|
3.72
|
13.48
|
115,517
|
895,194
|
3.37
|
11.78
|
96,943
|
Total Available
|
966,733
|
3.72
|
13.48
|
115,517
|
895,194
|
3.37
|
11.78
|
96,943
|
Probable*
|
2,121,373
|
3.56
|
29.57
|
243,143
|
1,888,805
|
3.58
|
24.85
|
217,591
|
Probable Pillars*
|
765,337
|
4.13
|
10.67
|
101,740
|
772,143
|
4.05
|
10.16
|
100,522
|
Total Reserves*
|
3,853,442
|
3.72
|
53.72
|
460,400
|
3,556,142
|
3.63
|
46.79
|
415,055
|
Indicated Resources**
|
448,364
|
3.81
|
6.25
|
54,940
|
698,963
|
3.66
|
9.20
|
82,177
|
Inferred Resources**
|
2,871,099
|
5.02
|
40.03
|
462,944
|
3,344,831
|
5.11
|
44.01
|
549,963
|
1. | * Reserve tonnages are fully diluted (factor of 7.5%). |
2. | ** Resource tonnages are in situ i.e. no modifying factors have been applied. |
3. | 2013 gold price = USD1,400/oz. |
4. | 2013 pay limit = 1.95 g/t. |
5. | 2014 gold price = USD1,300/oz. |
6. | 2014 pay limit = 1.96 g/t. |
7. | Conversion from g to troy oz. = 32.15076. |
1. | Tonnes are in situ . |
2. | All figures are in metric tonnes. |
3. | Mineral Reserves are included in the Mineral Resource. |
4. | Mineral Resources are stated at a 1.96 g/t cut-off. |
5. | No geological losses were applied to the tonnage. |
6. | Tonnage and grade have been rounded and this may result in minor adding discrepancies. |
7. | The tonnages are stated at a relative density of 2.86 t/m 3 . |
8. | Conversion from kg to oz.: 1:32.15076. |
1. | Tonnes are in situ . |
2. | All figures are in metric tonnes. |
3. | Mineral Resources are stated at a 1.96 g/t cut-off. |
4. | No geological losses were applied to the tonnage. |
5. | Tonnage and grade have been rounded and this may result in minor adding discrepancies. |
6. | The tonnages are stated at a relative density of 2.86 t/m 3 . |
7. | Conversion from kg to oz.: 1:32.15076. |
1. | Tonnes are in situ . |
2. | All figures are in metric tonnes. |
3. | Mineral Resources are stated at a 1.96 g/t cut-off. |
4. | No geological losses were applied to the tonnage. |
5. | Tonnage and grade have been rounded and this may result in minor adding discrepancies. |
6. | The tonnages are stated at a relative density of 2.86 t/m3. |
7. | Conversion from kg to oz.: 1:32.15076. |
Item 14 (b) | – Disclosure Requirements for Resources |
Item 14 (c) | – Individual Grade of Metals |
Item 14 (d) | – Factors Affecting Resource Estimates |
ITEM 15 | – MINERAL RESERVE ESTIMATES |
Item 15 (a) | - Key Assumptions, Parameters and Methods |
· | It is assumed that the planned production will be achieved. |
· | The modifying factors applied over the LoM were derived from historical production figures that are assumed to be untampered and correct. |
· | All the Mineral Resources included in the Reserve LoM plan will be extracted mainly though the existing infrastructure. Production rates applied are inclusive of required on-reef development, such as raises, ore passes, travelling ways, etc. the cost of the on reef development are included in the mining costs. |
· | The mining rate was applied as a rate per day, supported by achieved actual rates. |
· | Stoping rates were planned between 50 tpd in some areas and up to 500 tpd in others. |
· | The rates were based on shaft hoisting capacity constraints and further reduced to accommodate other capital development activities that is required beyond the scope of the NI 43-101 report. These are discussed in Item 24 (a). |
Description
|
Unit
|
Value
|
Stope Preparation
|
Months
|
2
|
Above 750 level Blanket Production
|
t/day
|
50
|
Above 750 level AR Main Production
|
t/day
|
400
|
Above 750 level AR South Production
|
t/day
|
500
|
Above 750 level Eroica Production
|
t/day
|
200
|
Above 750 level Lima Production
|
t/day
|
50
|
Item 15 (b) | - Mineral Reserve Reconciliation - Compliance with Disclosure Requirements |
Mineral Reserve Category
|
Tonnage
|
Au
|
Au Content
|
Ounces
|
t
|
g/t
|
kg
|
oz.
|
|
Proven
|
856,005
|
3.40
|
2,912
|
93,638
|
Probable
|
2,077,828
|
3.78
|
7,862
|
252,758
|
Total Mineral Reserves
|
2,933,833
|
3.67
|
10,774
|
346,396
|
1. | Tonnages refer to tonnes delivered to the metallurgical plant. |
2. | All figures are in metric tonnes. |
3. | 1kg = 32.15076 oz. |
4. | Pay limit Blanket Mine 2.03 g/t. |
5. | Pay Limit calculated: USD/oz. = 1,250; Direct Cash Cost (C1) – 71 USD/t milled. |
6. | Production profile cut end 2021. |
2013
|
2014
|
Difference
|
|||||||
Category
|
Estimated
|
Est. Mill
|
Ounces
|
Estimated
|
Est. Mill
|
Ounces
|
Estimated
|
Est. Mill
|
Ounces
|
Tonnes
|
Head Grade
|
Tonnes
|
Head Grade
|
Tonnes
|
Head Grade
|
||||
Mt
|
g/t
|
Moz.
|
Mt
|
g/t
|
Moz.
|
Mt
|
g/t
|
Moz.
|
|
Proven
|
1,349,000
|
3.84
|
166,600
|
856,005
|
3.40
|
93,638
|
-492,995
|
-0.44
|
-72,962
|
Probable
|
2,121,000
|
3.56
|
243,000
|
2,077,828
|
3.78
|
252,758
|
-43,172
|
0.22
|
9,758
|
Total Mineral Reserves
|
3,470,000
|
3.67
|
409,400
|
2,933,833
|
3.67
|
346,396
|
-536,167
|
0.00
|
-63,004
|
1. | Tonnages refer to tonnes delivered to the metallurgical plant. |
2. | All figures are in metric tonnes. |
3. | 1kg = 32.15076 oz. |
4. | The reduction in ounces is mainly attributed to the exclusion of previously stated Proven and Probable Reserves below 750 m Level. (These ounces are accounted for as Measured and Indicated Resources) |
5. | 2013 Probable Reserves include Probable and Probable Pillars. |
Item 15 (c) | - Multiple Commodity Reserve (Prill Ratio) |
Item 15 (d) | - Factors Affecting Mineral Reserve Estimation |
ITEM 16 | – MINING METHODS |
Item 16 (a) | – Parameters Relevant to Mine Design |
· | Underhand stoping in the narrow Mineral Deposits. |
· | Long hole stoping in the wider Mineral Deposits. |
|
|
Underhand Stoping Method
|
|
|
Long Hole Stoping
|
· | Extraction rate – A 100% extraction rate was applied to the Measured and Indicate Mineral Resources. The indicated pillars are resources that were left behind as pillars either for shaft stability, cones or crown pillars. After the extraction of the above ore and/or the decommissioning of the shaft, these resources can be extracted with an expected 70% extraction ratio. |
· | Dilution – Waste dilution was applied based on a 10 cm over break into the hanging wall and 10 cm into the footwall. |
· | Mine Call Factor ("MCF") – By applying an MCF, the differences between shaft head grade and Reserve grades that are supported by historical measurements, will be accounted for. These differences typically occur due to gold losses in fines. The MCF only affects the gold grade; it has no impact on the plant feed tonnes. An MCF of 100% was applied for the Blanket Mine based on historical recordings. The MCF history is illustrated in Table 8. |
Year
|
Milled Tonnes
|
Gold Recovered
|
Gold in Tails
|
Gold Accounted For
|
Total Mined Tonnes
|
Mined Grade
|
Gold Called For
|
MCF
|
t
|
oz.
|
oz.
|
oz.
|
t
|
g/t
|
oz.
|
%
|
|
1998
|
215,580
|
24,194
|
3,604
|
27,798
|
216,330
|
4.56
|
31,716
|
88%
|
1999
|
205,330
|
22,838
|
2,839
|
25,677
|
199,787
|
4.27
|
27,428
|
94%
|
2000
|
193,300
|
23,725
|
2,859
|
26,584
|
187,466
|
4.34
|
26,158
|
102%
|
2001
|
195,400
|
24,748
|
3,204
|
27,952
|
176,625
|
4.71
|
26,746
|
105%
|
2002
|
179,891
|
26,773
|
3,236
|
30,009
|
178,329
|
5.19
|
29,756
|
101%
|
2003
|
173,700
|
24,525
|
2,234
|
26,759
|
165,887
|
4.80
|
25,600
|
105%
|
2004
|
178,896
|
24,119
|
2,416
|
26,535
|
185,302
|
4.60
|
27,405
|
97%
|
2005
|
212,319
|
24,783
|
2,867
|
27,650
|
212,176
|
4.05
|
27,628
|
100%
|
2006
|
99,361
|
11,685
|
1,342
|
13,027
|
94,824
|
4.08
|
12,439
|
105%
|
2007
|
100,082
|
9,885
|
1,098
|
10,983
|
100,082
|
3.70
|
11,906
|
92%
|
2008
|
81,987
|
7,687
|
760
|
8,447
|
81,987
|
3.75
|
9,885
|
85%
|
2009
|
103,445
|
11,295
|
1,117
|
12,412
|
103,445
|
3.54
|
11,773
|
105%
|
2010
|
153,501
|
17,707
|
1,540
|
19,247
|
153,501
|
3.75
|
18,507
|
104%
|
2011
|
299,257
|
35,826
|
2,738
|
38,564
|
299,257
|
3.85
|
37,042
|
104%
|
2012
|
363,725
|
45,464
|
3,057
|
48,521
|
363,725
|
3.83
|
44,788
|
108%
|
2013
|
392,320
|
45,527
|
3,269
|
48,796
|
392,320
|
3.99
|
50,328
|
97%
|
Tot/Ave
|
3,148,094
|
380,781
|
38,181
|
418,962
|
3,111,043
|
4.19
|
419,104
|
100%
|
Item 16 (b) | – Production Rates, Expected Mine Life, Mining Unit Dimensions, and Mining Dilution |
Item 16 (c) | – Requirements for Stripping, Underground Development and Backfilling |
Item 16 (d) | – Required Mining Fleet and Machinery |
ITEM 17 | - RECOVERY METHODS |
Item 17 (a) | - Flow Sheets and Process Recovery Methods |
· | jaw crushing; |
· | cone crushing in closed circuit with a screen; |
· | primary rod mill in open circuit; |
· | ball mill in closed circuit with cyclones; |
· | gravity circuit; |
· | dewatering cyclones; |
· | CIL; |
· | combined elution and electrowinning; |
· | smelt house; |
· | carbon re-activation in a kiln; |
· | reagent make-up and dosing circuits; and |
· | water recycling and storage. |
|
|
Process Flow Schematic – Comminution Circuits
|
|
|
Process Flow Schematic – CIL and Elution Circuits
|
Item 17 (b) | - Operating Results Relating to Gold Recovery |
Item
|
Source
|
Unit
|
Average per Month 2013
|
Jan-14
|
Feb-14
|
Mar-14
|
Apr-14
|
May-14
|
Jun-14
|
Jul-14
|
Milled tonnes
|
Blanket
|
ktpm
|
32.69
|
28.33
|
32.10
|
32.42
|
35.29
|
30.11
|
33.83
|
35.53
|
Head
|
Blanket
|
g/t
|
3.87
|
3.63
|
3.67
|
3.70
|
3.54
|
3.82
|
3.89
|
3.57
|
Head
|
Calculated
|
kg
|
126.65
|
102.97
|
117.88
|
119.98
|
124.85
|
115.12
|
131.59
|
126.83
|
Gravity Recovery
|
Blanket
|
%
|
49.28
|
46.68
|
51.85
|
49.53
|
49.46
|
52.51
|
54.50
|
52.14
|
CIL Recovery
|
Blanket
|
%
|
87.63
|
86.56
|
87.10
|
87.56
|
87.32
|
87.82
|
86.60
|
86.50
|
Overall Recovery
|
Blanket
|
%
|
93.30
|
93.10
|
93.80
|
93.90
|
94.00
|
94.40
|
93.72
|
93.37
|
Production
|
Calculated
|
kg
|
118.17
|
95.86
|
110.57
|
112.66
|
117.36
|
108.68
|
123.33
|
118.41
|
Residue
|
Calculated
|
g/t
|
0.26
|
0.25
|
0.23
|
0.23
|
0.21
|
0.21
|
0.24
|
0.24
|
Residue
|
Calculated
|
kg
|
8.49
|
7.10
|
7.31
|
7.32
|
7.49
|
6.45
|
8.27
|
8.41
|
Item 17 (c) | - Plant Design and Equipment Characteristics |
|
|
Cone Crusher Feed Stockpile
|
|
|
Cone Crushers
|
|
|
Rod Mills
|
|
|
CIL Circuit
|
|
|
Elution and Electrowinning Vessels
|
Item 17 (a) | – Current Requirements for Reagents and labour |
Section
|
Position
|
Number
|
Plant Senior Staff
|
Mill Superintendent
|
1
|
Asst. Mill Superintendent
|
1
|
|
Plant Staff
|
Plant Metallurgist
|
1
|
Senior Assayer
|
1
|
|
Plant Foreman
|
1
|
|
Metallurgical Technician
|
1
|
|
Plant Operators
|
3
|
|
Mill Clerk
|
1
|
|
Elution Supervisor
|
1
|
|
Senior Smelting Assistant
|
1
|
|
Senior Lab. Assistant
|
1
|
|
Primary Crusher
|
Senior Crusher Attendants
|
2
|
Crusher Attendants
|
13
|
|
Secondary Crusher
|
Senior Crusher Attendants
|
1
|
Crusher Attendants
|
5
|
|
Crusher Attendants
|
1
|
|
Gravity &Smelting Assistants
|
3
|
|
Milling
|
Mill Attendants
|
4
|
Mill Attendants
|
10
|
|
Elution
|
Senior Elution Assistant
|
1
|
Elution Assistants
|
2
|
|
Elution Attendants
|
3
|
|
Tailings
|
Supervisor
|
1
|
Slimes Dam Attendants
|
3
|
|
Pump Attendants
|
3
|
|
CIL
|
CIL Attendants
|
4
|
CIL Attendants
|
6
|
|
CIL Attendants
|
1
|
|
Water
|
Water Works Attendant
|
1
|
Water Works Attendant
|
2
|
|
Water Works Attendant
|
1
|
|
Metallurgical Lab and Sample preparation
|
Laboratory Assistants
|
2
|
Laboratory Assistants
|
4
|
|
Fusion Furnaces
|
Supervisor
|
1
|
Laboratory Assistant
|
1
|
|
Wet Assay
|
Supervisor
|
1
|
Lab Assistants
|
1
|
|
Sub Total
|
|
90
|
Engineering
|
Mechanical Engineer
|
1
|
Foreman
|
1
|
|
Fitter
|
5
|
|
B/Maker
|
4
|
|
Plumber
|
1
|
|
Rubber Liner
|
1
|
|
Assistant Fitter
|
5
|
|
B/maker Assistant
|
4
|
|
Lubricator
|
1
|
|
R/Liner Assistant
|
1
|
|
Plumber's Assistant
|
1
|
|
Electrician
|
1
|
|
Assistant Electricians
|
1
|
|
Sub Total
|
|
27
|
Total
|
|
117
|
Item
|
Unit
|
Average 2014
|
Grinding Media and CIL reagents
|
|
|
Rods
|
kg/t
|
0.7
|
Balls- 40mm
|
kg/t
|
0.9
|
Total Steel Media
|
kg/t
|
1.5
|
Lime
|
kg/t
|
1.7
|
Carbon
|
kg/t
|
0.1
|
Sodium Cyanide
|
kg/t
|
0.8
|
Liquid Oxygen
|
kg/t
|
0.2
|
Elution Consumables
|
|
|
Steel wool
|
kg/tC
|
0.3
|
Caustic Soda
|
kg/tC
|
52.8
|
ITEM 18 | – PROJECT INFRASTRUCTURE |
|
|
General Location and Infrastructure
|
Item 18 (a) | - Mine Layout and Operations |
|
|
|
No 4 Shaft Headgear and Winder Room
|
Item 18 (b) | - Infrastructure |
|
|
Surface Infrastructure Arrangement
|
Item 18 (c) | - Services |
|
|
|
Diesel Genset Unit and Genset Shed
|
· | Two 4,400 cfm ER8 Atlas Copco Compressors at Blanket; |
· | Two 2,000 cfm GA160 Atlas Copco Rotary Screw Compressor at Blanket; |
· | One 1,000 cfm GA160 Atlas Copco Rotary Screw Compressor at Lima; and |
· | Two 3,000 cfm GA250 Atlas Copco Rotary Screw Compressor at Lima. |
ITEM 19 | – MARKET STUDIES AND CONTRACTS |
Item 19 (a) | – Market Studies and Commodity Market Assessment |
· | In a period where global financial markets are unstable and the global economy is in recession, investors are less trusting of financial markets as reliable investments and look at alternative investment avenues that act as a bulwark against any downturn. The gold market, one of such alternatives, operates as a type of insurance against extreme movements in the value of traditional assets during unstable financial markets. |
· | The devaluation of the US dollar versus other currencies, and international inflation with high oil prices are reasons why big companies use gold as a hedge against fluctuations in the US dollar. |
· | Mine production, increased mining costs, decreased exploration and difficulties in finding new deposits. |
· | Institutional and retail investment has rational expectations when markets are uncertain. They therefore keep gold in their investment portfolios as it is more liquid or marketable in unstable financial markets. |
· | Investing in gold is becoming easier via gold Exchange Traded Funds ("ETFs") compared to other finance markets. Gold ETFs have stimulated the demand side of gold because it has become as easy to trade as any stock or share. |
· | Global gold mine production has grown at a Compounded Annual Growth rate ("CAGR") of only 1.12% per annum over the past 17 years, mainly due to significant declines in the South African industry. Production, however, accelerated to 2.11% per annum during the last 10 years following the rise in the gold price. |
· | In turn, recycling has grown by a steady 4.52% per annum over the 17 years from only 631 tonnes in 1997 to 1,280 in 2013. |
· | Producer de-hedging was estimated at 48 tonnes for 2013, leaving the outstanding delta-adjusted hedge book at just 73 tonnes. |
· | Globally, the average total cash increased by 4% in 2013, to USD767/oz. as producers made efforts to contain costs. Total production cost was USD989/oz. |
· | Excluding write downs (extraordinary costs), all-in costs averaged USD1,206/oz. These two figures give a sense of short-term and long-term support levels. |
· | A large number of operations have reported higher year-on-year production over the last couple of quarters. In some cases it reflects a return towards "normal" levels of output following periods of low production due to political issues, geotechnical problems and mine sequencing. |
· | Supply from new operations has made an important contribution towards the increase in global production. |
· | Major producers focused on reducing non-essential capital expenditure, and more generally moved away from expansions and acquisitions as seen previously. |
· | Jewellery fabrication contracted by a CAGR of 2.06% of the past 17 years but jumped by 13% to a five-year high of 2,198 tonnes in 2013 following the downturn in price. |
· | Industrial fabrication remained flat. |
· | Central banks turned from net sellers to net buyers but overall were net sellers of 773 tonnes over the past 10 years. |
· | World investment demand surged by a CAGR of almost 20% over the past 10 years. |
· | Russia (77 tonnes); |
· | Kazakhstan (28 tonnes); |
· | Azerbaijan (20 tonnes); and |
· | Korea (20 tonnes). |
Rank
|
Country
|
Tonnes
|
|
Rank
|
Country
|
Tonnes
|
1
|
United States
|
8,133.5
|
21
|
Austria
|
280.0
|
|
2
|
Germany
|
3,386.4
|
22
|
Belgium
|
227.4
|
|
3
|
IMF
|
2,814.0
|
23
|
Philippines
|
193.2
|
|
4
|
Italy
|
2,451.8
|
24
|
Algeria
|
173.6
|
|
5
|
France
|
2,435.4
|
25
|
Thailand
|
152.4
|
|
6
|
China
|
1,054.1
|
26
|
Kazakhstan
|
148.7
|
|
7
|
Russia
|
1,040.7
|
27
|
Singapore
|
127.4
|
|
8
|
Switzerland
|
1,041.1
|
28
|
Sweden
|
125.7
|
|
9
|
Japan
|
765.2
|
29
|
South Africa
|
125.1
|
|
10
|
Netherlands
|
612.5
|
30
|
Mexico
|
122.8
|
|
11
|
India
|
557.7
|
31
|
Libya
|
116.6
|
|
12
|
ECB
|
503.2
|
32
|
BIS
|
115.0
|
|
13
|
Turkey
|
483.5
|
33
|
Greece
|
112.2
|
|
14
|
Taiwan
|
423.6
|
34
|
Korea
|
104.4
|
|
15
|
Portugal
|
382.5
|
35
|
Romania
|
103.7
|
|
16
|
Venezuela
|
367.6
|
36
|
Poland
|
102.9
|
|
17
|
Saudi Arabia
|
322.9
|
37
|
Australia
|
79.9
|
|
18
|
United Kingdom
|
310.3
|
38
|
Kuwait
|
79.0
|
|
19
|
Lebanon
|
286.8
|
39
|
Indonesia
|
78.1
|
|
20
|
Spain
|
281.6
|
40
|
Egypt
|
75.6
|
1. | Correlation: 0.670002946. |
|
Unit
|
2014
|
2015
|
2016
|
2017
|
2018
|
Long-Term (Constant)
|
Gold
|
USD/oz.
|
1,238
|
1,234
|
1,287
|
1,257
|
1,280
|
1,181
|
Item 19 (b) | – Contracts |
ITEM 20 | – ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT |
Item 20 (a) | – Relevant Environmental Issues and Results of Studies Done |
Item 20 (b) | – Waste Disposal, Site Monitoring and Water Management |
1. | Oxygen absorbed to be removed from the sampling parameters because it has limited relevance to ground water. |
2. | The TDS Limit Value increased to ≤2500 blue band to reflect the naturally occurring ground water. |
3. | In response to EMA suggesting the sewage pond outflows be used to irrigate the tailings dam vegetation which is being done; the sewage outflow should be removed from the sampling parameters as the "end of pipe" will reflect in the tailings dam unsaturated zone monitoring ("uzm"). |
· | A number of the findings and recommendations identified in the 2007 audit report have not been addressed. |
· | The level of reporting and documentation of the operational data pertaining to the tailings dam has declined significantly since the last audit. |
· | An updated comprehensive survey must be carried out on the entire tailings dam facility, including the dam basins, position of drains, penstock outlets and piezometers. |
· | Appropriate monitoring data sheets and report templates must be implemented for the collection, documentation and report of the various monitoring aspects pertaining to the tailings dam. |
· | A minimum vertical freeboard of 1.5 m for Dam A and B must be maintained at all times. |
· | Piezometers must be checked by carrying out Upset Tests to confirm that they are fully operational. |
· | Drains must be rodded and flushed to confirm that they are fully operational and not blocked. |
· | A comprehensive slope stability assessment must be undertaken. |
· | The height discrepancy between Dam A and B must be gradually phased out. |
Item 20 (c) | - Permit Requirements |
Item 20 (d) | – Social and Community-Related Requirements |
Item 20 (e) | – Mine Closure Costs and Requirements |
ITEM 21 | – CAPITAL AND OPERATING COSTS |
Item 21 (a) | – Capital Costs |
Item 21 (b) | – Operating Cost |
|
|
Labour Split
|
Direct Mining Expenses
|
Unit
|
Amount per Year
|
Fixed Direct Mining Expenses
|
At Steady State
|
|
Mechanical engineering
|
USD
|
2,355,919
|
Mining
|
USD
|
699,433
|
Electrical engineering
|
USD
|
946,566
|
Other
|
USD
|
2,227,064
|
ZESA Power
|
USD
|
4,978,240
|
Diesel cost
|
USD
|
245,280
|
Total non-management payroll Mining
|
USD
|
7,103,228
|
Management payroll Mining
|
USD
|
1,105,192
|
Other on-mine costs
|
USD
|
1,854,000
|
Variable Direct Mining Expenses
|
|
|
Explosives Cost
|
USD/RoM t
|
3.2
|
Mining Steel Cost
|
USD/RoM t
|
1.3
|
Total Direct Mining Expenses
|
USD
|
23,558,393
|
Total Direct Mining Expenses
|
USD/RoM t
|
51.1
|
Non-Direct Mining Expenses
|
Unit
|
Amount per Year
|
Fixed Non-Direct Mining Expenses
|
|
|
Other income/(expense)
|
USD
|
65,976
|
Exploration EPO fees
|
USD
|
422,004
|
Caledonia Management fee
|
USD
|
4,680,000
|
Total Non-Direct Mining Expenses
|
USD
|
5.167.980
|
Total Non-Direct Mining Expenses
|
USD/RoM t
|
11.2
|
Total Combined Mining Expenses
|
USD/RoM t
|
62.3
|
Item
|
Unit
|
Monthly Average 2012
|
Monthly Average 2013
|
Jan-14
|
Feb-14
|
Mar-14
|
Apr-14
|
May-14
|
Jun-14
|
Jul-14
|
Avg
|
Milled Tonnes
|
ktpm
|
30.31
|
32.69
|
28.33
|
32.10
|
32.42
|
35.29
|
30.11
|
33.83
|
35.53
|
31.73
|
Fixed Plant Expenses
|
USD'000
|
181.68
|
193.30
|
157.57
|
151.72
|
158.48
|
168.22
|
156.51
|
162.94
|
156.10
|
181.01
|
Milling Fixed Consumables
|
USD'000
|
59.18
|
52.97
|
25.74
|
13.76
|
16.19
|
21.65
|
15.48
|
23.25
|
24.55
|
47.95
|
Non-Management
|
USD'000
|
100.02
|
112.64
|
104.14
|
110.27
|
114.60
|
118.88
|
113.34
|
112.00
|
110.57
|
107.60
|
Management
|
USD'000
|
22.48
|
27.69
|
27.69
|
27.69
|
27.69
|
27.69
|
27.69
|
27.69
|
20.99
|
25.46
|
Variable Plant Expenses
|
USD/t
|
14.79
|
13.60
|
15.98
|
13.82
|
12.96
|
11.70
|
14.65
|
12.41
|
11.44
|
13.94
|
ZESA Power
|
USD/t
|
5.97
|
5.76
|
7.09
|
6.27
|
5.40
|
4.96
|
6.37
|
6.16
|
5.80
|
5.89
|
Diesel Power
|
USD/t
|
0.27
|
0.29
|
0.47
|
0.50
|
0.74
|
0.07
|
1.32
|
0.17
|
0.13
|
0.32
|
Cyanide
|
USD/t
|
3.36
|
3.01
|
3.47
|
3.02
|
2.48
|
2.12
|
2.65
|
1.98
|
2.17
|
3.02
|
Steel
|
USD/t
|
3.80
|
3.21
|
3.28
|
2.46
|
2.89
|
2.58
|
2.71
|
2.78
|
2.21
|
3.31
|
Other Consumables
|
USD/t
|
1.39
|
1.33
|
1.67
|
1.57
|
1.45
|
1.97
|
1.61
|
1.31
|
1.13
|
1.40
|
Total Plant Expenses
|
USD'000
|
629.91
|
638.02
|
610.22
|
595.25
|
578.79
|
580.99
|
597.63
|
582.63
|
562.37
|
623.32
|
Total Plant Expenses
|
USD/t
|
20.78
|
19.52
|
21.54
|
18.55
|
17.85
|
16.46
|
19.85
|
17.22
|
15.83
|
19.64
|
· | the installation of the cyanide analyser and controller has contributed to lower cyanide consumptions; and |
· | the addition of oxygen has contributed to the lower cyanide consumptions. |
Item
|
Unit
|
Monthly Averages
|
Yearly Averages
|
between 2015 and 2019
|
between 2015 and 2019
|
||
Milled Tonnes
|
kt
|
38.43
|
461.18
|
Fixed Plant Expenses
|
USD'000
|
176.11
|
2,113.36
|
Milling Fixed Consumables
|
USD'000
|
21.49
|
257.83
|
Non-Management
|
USD'000
|
133.81
|
1,605.70
|
Management
|
USD'000
|
20.82
|
249.83
|
Variable Plant Expenses
|
USD/t
|
12.04
|
12.04
|
ZESA Power
|
USD/t
|
6.34
|
6.34
|
Diesel Power
|
USD/t
|
0.20
|
0.20
|
Cyanide
|
USD/t
|
2.38
|
2.38
|
Steel
|
USD/t
|
1.53
|
1.53
|
Other Consumables
|
USD/t
|
1.60
|
1.60
|
Total Plant Expenses
|
USD'000
|
638.81
|
7,665.72
|
Total Plant Expenses
|
USD/t
|
16.62
|
16.62
|
· | Mining, ore freight and milling costs; |
· | Ore purchase and freight costs from third parties in the case of custom smelters or mills; |
· | Mine-site administration and general expenses; |
· | Concentrate freight, smelting and smelter general and administrative costs; |
· | Matte freight, refining and refinery general and administrative costs; and |
· | Marketing costs (freight and selling). |
· | The portion of corporate and divisional overhead costs attributable to the operation; |
· | Research and exploration attributable to the operation; |
· | Royalties and "front-end" taxes (excluding income and profit-related taxes); |
· | Extraordinary costs i.e. those incurred as a result of strikes, unexpected shutdowns etc.; and |
· | Interest charges including all interest paid, both directly attributable to the operation and any corporate allocation (net of any interest received) on short-term loans, long-term loans, corporate bonds, bank overdrafts etc. |
Item
|
Unit
|
Amount
|
Unit
|
Amount
|
Net Turnover
|
USD/Milled tonne
|
138
|
USD/Gold oz.
|
1,250
|
Mine Cost
|
USD/Milled tonne
|
49
|
USD/Gold oz.
|
446
|
Plant Costs
|
USD/Milled tonne
|
17
|
USD/Gold oz.
|
153
|
Other Costs
|
USD/Milled tonne
|
5
|
USD/Gold oz.
|
41
|
Direct Cash Costs (C1)
|
USD/Milled tonne
|
71
|
USD/Gold oz.
|
641
|
Capex
|
USD/Milled tonne
|
5
|
USD/Gold oz.
|
45
|
Production Costs (C2)
|
USD/Milled tonne
|
76
|
USD/Gold oz.
|
685
|
Royalties
|
USD/Milled tonne
|
7
|
USD/Gold oz.
|
63
|
Other Cash Costs
|
USD/Milled tonne
|
13
|
USD/Gold oz.
|
116
|
Fully Allocated Costs/
Notional Costs (C3)
|
USD/Milled tonne
|
95
|
USD/Gold oz.
|
864
|
NCE Margin
|
%
|
31%
|
%
|
31%
|
EBITDA*
|
USD/Milled tonne
|
48
|
USD/Gold oz.
|
431
|
EBITDA Margin
|
%
|
34%
|
||
Gold Recovered
|
oz.
|
323,881
|
1. | * EBITDA excludes capital expenditure. |
2. | Numbers may not add up due to rounding. |
Item 22 (a) | - Principal Assumptions |
· | This Report details the optimised cash flow model with economic input parameters. |
· | The cash flow model is in constant money terms and done in USD. |
· | A hurdle rate of 8.36% (in real terms) was calculated for the discount factor. |
· | The impact of the Mineral Royalties Act as per the Zimbabwean Mining Regulation. |
· | Sensitivity analyses were performed to ascertain the impact of discount factors, commodity prices, grade, working costs and capital expenditure. |
· | The full value of the operation was reported for Blanket Mine – no attributable values were calculated. |
· | The model was set up in calendar years with year 2014 only including October to December. |
· | Blanket's financial years are based on calendar years from January to December. |
Item
|
Unit
|
2014
|
Gold
|
USD/oz.
|
1,250
|
Gold
|
USD/kg
|
40,188
|
Item
|
Percentage
|
Plant Recovery % Blanket Mine
|
93.5%
|
· | The US Risk Free Rate (30 years) at 3.33% was considered an acceptable risk-free rate at the time of the valuation. |
· | The market risk premium of 5.0%, a rate generally considered as being the investor's expectation for investing in equity rather than a risk-free government bond. |
· | The beta of a stock is used to reflect the stock price's volatility over and above other general equity investments in the country of listing – the Beta was calculated at 1.50 as described below. |
Cost of Equity
|
Discount Rate
|
US Risk free rate
|
3.33%
|
Risk premium of market
|
5.0%
|
Operational Risk (Base Beta)
|
1.50
|
Nominal Cost of equity (CAPM)
|
10.83%
|
Real Cost of equity (CAPM)
|
8.36%
|
1. | The first decision concerns the length of the estimation period. Most estimates of betas, including those by Value Line and Standard and Poor's 500 ("S&P 500"), use five years of data, while Bloomberg uses two years of data. |
2. | The second decision concerns the use of daily or intra-day returns, which will increase the number of observations in the regression, but it exposes the estimation process to a significant bias in beta estimates related to non-trading, in particular small stocks. |
· | GDX (Juniors) - 0.93741627; |
· | GDX (Majors) 0.258442589 – this is very much aligned with current Betas of individual mines; and |
· | Caledonia (Toronto price) – 0.81. |
Item 22 (b) | - Cash Flow Forecast |
Item
|
Project
|
Blanket Mine LoM
|
Ore Tonnes Mined
|
Tonnes ('000)
|
2,934
|
Average Mined Grade
|
g/t
|
3.67
|
Total Oz in Reserve LoM Plan
|
oz.
|
346,397
|
Grade Delivered to Plant
|
g/t
|
3.67
|
Metal Recovered
|
||
Recovered grade
|
g/t
|
3.43
|
Yield/Recovery
|
%
|
93.5%
|
Total Oz Recovered
|
oz.
|
323,881
|
Item 22 (c) | - Net Present Value |
Item
|
Unit
|
Value
|
Real NPV @ 0.00%
|
USDm
|
87
|
Real NPV @ 5.00%
|
USDm
|
70
|
Real NPV @ 8.36%
|
USDm
|
66
|
Real NPV @ 10.00%
|
USDm
|
57
|
Real NPV @ 15.00%
|
USDm
|
47
|
Item
|
Unit
|
Profitability Ratios
|
Total ounces in Reserve LoM plan
|
oz.
|
346,397
|
In Situ
Mining Inventory Valuation
|
USD/oz.
|
190
|
Production LoM
|
Years
|
8
|
Present Value of Income flow
|
USDm
|
106
|
Break Even Milled Grade
|
g/t
|
2.54
|
Incentive Gold Price
|
USD/oz.
|
864
|
· | Commodity Price (USD/Au oz.); |
· | Grade (g/t); |
· | Fixed Cost; |
· | Variable Cost; and |
· | Sustaining Capex. |
|
Min
|
Max
|
Current
|
Min
|
Max
|
Gold Price (USD/oz.)
|
80%
|
120%
|
1,250
|
1,100
|
1,500
|
Grade (g/t)
|
90%
|
110%
|
3.7
|
3.3
|
4.0
|
Fixed Costs (USD/t)
|
95%
|
110%
|
61
|
58
|
67
|
Variable Cost (USD/t)
|
95%
|
110%
|
10
|
9
|
11
|
Sustaining Capex (USDm)
|
95%
|
110%
|
14
|
14
|
16
|
Valuation Method
|
Lower Value
|
Best Estimated Value
|
Higher Value
|
USDm
|
USDm
|
USDm
|
|
Discounted Cash Flow
|
43
|
66
|
96
|
Item 22 (d) | - Regulatory Items |
· | Corporate Income tax at 25%. |
· | Exploration, development and capital costs can be expensed against profit in the year incurred or carried forward to be expensed against the first year of production. |
· | Exemptions on customs duty and import taxes on capital items during exploration and development phases. |
· | Withholding tax on dividend payments to non-Zimbabweans and on services provided by foreign suppliers at a rate of 5% to 15% depending on the location of the payee. |
Item 22 (e) | - Sensitivity Analysis |
ITEM 23 | - ADJACENT PROPERTIES |
Item 23 (a) | – Public Domain Information |
|
|
Blanket Mine Adjacent Properties
|
Item 23 (b) | – Sources of Information |
· | Spilpunt. Mineral Commodities and Africa. Available from: http://spilpunt.blogspot.com/2007/04/zimbabwe.html. Viewed: 29 October 2014. |
· | A Technical Report dated 28 June 2011, by the MSA Group (Pty) titled "Technical Report on the Blanket Gold Mine Zimbabwe". |
Item 23 (c) | – Verification of Information |
Item 23 (d) | – Applicability of Adjacent Property's Mineral Deposit to Project |
Item 23 (e) | – Historical Estimates of Mineral Resources or Mineral Reserves |
ITEM 24 | – OTHER RELEVANT DATA AND INFORMATION |
Item 24 (a) | - Upside Potential |
· | Development of a new Tramming loop on 750 mL; |
· | Complete the sink to deepen No 6 Winze; and |
· | Sinking of a new central shaft positioned in-between AR Main and AR South mineral deposits. |
1. | a mining strategy was discussed; |
2. | mining areas were targeted; |
3. | capital and operating cost was calculated; |
4. | metallurgical test work was evaluated; |
5. | processing design criteria were identified and costs were calculated; and |
6. | a financial evaluation was conducted in the form of a DCF based predominantly on Inferred Resources. |
|
|
|
Blanket Project Area Split, Below 750 m (Red Portion)
|
Item
|
Project
|
Blanket Mine LoM
|
Ore Tonnes Mined
|
Tonnes ('000)
|
2,938
|
Average Mined Grade
|
g/t
|
4.36
|
Total Oz. in
PEA Study
|
oz.
|
411,862
|
Grade Delivered to Plant
|
g/t
|
4.36
|
Metal Recovered
|
||
Recovered grade
|
g/t
|
4.08
|
Yield/Recovery
|
%
|
93.5%
|
Total Oz. Recovered
|
oz.
|
385,091
|
· | Extension of the jaw crusher product stockpile. |
· | Additional primary and regrind mills with auxiliary equipment such as feed weightometers and slurry pumping. |
· | Addition of a Knelson Concentrator. |
· | Although the installation will only be considered at a later date, provision has been made for the installation of Acacia reactors for upgrading of Knelson concentrates. The Gemini tables will be used initially with some modifications as these units operate effectively at present. |
Item Description
|
Total Cost
|
USD
|
|
New Central Shaft *
|
22,303,316
|
Haulage Development
|
7,040,000
|
Metallurgical Plant
|
5,589,644
|
No 6 Winze
|
1,000,000
|
Blanket Deep Drilling Project
|
6,800,000
|
Total
|
42,732,690
|
Item Description
|
Total
|
Sustaining Capital
|
12,085,547
|
Project Capital
|
42,732,690
|
Total
|
54,818,507
|
Item
|
Unit
|
Amount
|
Unit
|
Amount
|
Net Turnover
|
USD/Milled tonne
|
164
|
USD/Gold oz.
|
1,250
|
Mine Cost
|
USD/Milled tonne
|
47
|
USD/Gold oz.
|
358
|
Plant Costs
|
USD/Milled tonne
|
17
|
USD/Gold oz.
|
127
|
Other Costs
|
USD/Milled tonne
|
4
|
USD/Gold oz.
|
28
|
Direct Cash Costs (C1)
|
USD/Milled tonne
|
67
|
USD/Gold oz.
|
513
|
Capex
|
USD/Milled tonne
|
19
|
USD/Gold oz.
|
142
|
Production Costs (C2)
|
USD/Milled tonne
|
86
|
USD/Gold oz.
|
656
|
Royalties
|
USD/Milled tonne
|
8
|
USD/Gold oz.
|
63
|
Other Cash Costs
|
USD/Milled tonne
|
9
|
USD/Gold oz.
|
71
|
Fully Allocated Costs/
Notional Costs (C3)
|
USD/Milled tonne
|
103
|
USD/Gold oz.
|
789
|
NCE Margin
|
%
|
37%
|
%
|
37%
|
EBITDA*
|
USD/Milled tonne
|
79
|
USD/Gold oz.
|
603
|
EBITDA Margin
|
%
|
48%
|
||
Gold Recovered
|
oz.
|
385,091
|
1. | * EBITDA excludes capital expenditure. |
2. | Numbers may not add up due to rounding. |
Item
|
Unit
|
Value
|
Real NPV @ 0.00%
|
USDm
|
127
|
Real NPV @ 5.00%
|
USDm
|
81
|
Real NPV @ 8.36%
|
USDm
|
65
|
Real NPV @ 10.00%
|
USDm
|
52
|
Real NPV @ 15.00%
|
USDm
|
33
|
Internal Rate of Return (IRR)
|
%
|
42%
|
Item
|
Unit
|
Profitability Ratios
|
Total ounces in
PEA Study
|
oz.
|
411,862
|
In situ
Mining Inventory Valuation
|
USD/oz.
|
157
|
Production LoM
|
Years
|
8.5
|
Project LoM
|
Years
|
10.3
|
Present Value of Income flow
|
USDm
|
136
|
Present Value of Investment
|
USDm
|
36
|
Benefit-Cost Ratio
|
Ratio
|
3.8
|
Return on Investment
|
%
|
281%
|
Average Payback Period (From start of production)
|
Years
|
3.7
|
Peak Funding Requirement
|
USDm
|
-25
|
Peak Funding Year
|
Year
|
2016
|
Break Even Milled Grade (Including Capex)
|
g/t
|
2.75
|
Incentive Gold Price (Including Capex)
|
USD/oz.
|
789
|
Input
|
Min
|
Max
|
Current
|
Min
|
Max
|
Gold Price (USD/oz.)
|
80%
|
120%
|
1,250
|
1,000
|
1,500
|
Grade (g/t)
|
90%
|
110%
|
4.3
|
3.9
|
4.8
|
Fixed Costs (USD/t)
|
95%
|
105%
|
57
|
54
|
60
|
Variable Cost (USD/t)
|
95%
|
105%
|
10
|
9
|
10
|
Mining Capex (USD)
|
95%
|
110%
|
49
|
47
|
54
|
Plant Capex (USD)
|
95%
|
105%
|
6
|
5
|
6
|
Grade delivered to plant
|
3.71
|
3.82
|
3.92
|
4.03
|
4.14
|
4.25
|
4.36
|
4.47
|
4.58
|
4.69
|
4.75
|
4.91
|
5.02
|
|
AU Price
|
Change %
|
85.0%
|
87.5%
|
90.0%
|
92.5%
|
95.0%
|
97.5%
|
100.0%
|
102.5%
|
105.0%
|
107.5%
|
109.0%
|
112.5%
|
115.0%
|
1,063
|
85.0%
|
10
|
15
|
19
|
23
|
27
|
32
|
36
|
40
|
44
|
48
|
51
|
56
|
60
|
1,094
|
87.5%
|
15
|
19
|
23
|
28
|
32
|
36
|
41
|
45
|
49
|
53
|
56
|
62
|
66
|
1,125
|
90.0%
|
19
|
23
|
28
|
32
|
37
|
41
|
45
|
50
|
54
|
59
|
61
|
67
|
72
|
1,156
|
92.5%
|
23
|
28
|
32
|
37
|
41
|
46
|
50
|
55
|
59
|
64
|
66
|
73
|
77
|
1,188
|
95.0%
|
27
|
32
|
37
|
41
|
46
|
51
|
55
|
60
|
64
|
69
|
72
|
78
|
83
|
1,219
|
97.5%
|
32
|
36
|
41
|
46
|
51
|
55
|
60
|
65
|
69
|
74
|
77
|
84
|
88
|
1,250
|
100.0%
|
36
|
41
|
45
|
50
|
55
|
60
|
65
|
70
|
75
|
79
|
82
|
89
|
94
|
1,281
|
102.5%
|
40
|
45
|
50
|
55
|
60
|
65
|
70
|
75
|
80
|
85
|
88
|
95
|
99
|
1,313
|
105.0%
|
44
|
49
|
54
|
59
|
64
|
69
|
75
|
80
|
85
|
90
|
93
|
100
|
105
|
1,344
|
107.5%
|
48
|
53
|
59
|
64
|
69
|
74
|
79
|
85
|
90
|
95
|
98
|
105
|
111
|
1,363
|
109.0%
|
51
|
56
|
61
|
66
|
72
|
77
|
82
|
88
|
93
|
98
|
101
|
109
|
114
|
1,406
|
112.5%
|
56
|
62
|
67
|
73
|
78
|
84
|
89
|
95
|
100
|
105
|
109
|
116
|
122
|
1,438
|
115.0%
|
60
|
66
|
72
|
77
|
83
|
88
|
94
|
99
|
105
|
111
|
114
|
122
|
127
|
1,500
|
120.0%
|
69
|
75
|
80
|
86
|
92
|
98
|
104
|
109
|
115
|
121
|
124
|
133
|
138
|
ITEM 25 | – INTERPRETATION AND CONCLUSIONS |
· | The Mineral Resources and Reserves tabulated on the operation are not aligned with best practises and reporting formats. These spread sheets should be revised. |
· | The manual mineral resource estimation methodology is deemed satisfactory, but a digital database would have advantages in terms of 3D visualisation and understanding the data. |
· | The QA/QC practices are not up to standard and need to be revised and implemented. |
· | The "deep" drilling and exploration drilling QA/QC needs to be improved. |
· | Drilling for the depth extensions should be increased to increase the confidence of the resource for the deepening of the Project. |
· | The Reserve LoM plan is based on the depletion of Mineral Resource blocks following a study of mine plans. |
· | The developments required to access and mine the Measured and Indicated Mineral Resources have been completed. |
· | Historic production volumes are on the increase since Jan 2012 moving closer to 35 ktpm line. The Reserve LoM plan will require production to keep increasing to just below 40 ktpm. |
· | Rock conditions are fairly competent and roof support is seldom required. |
· | Existing infrastructure at the Blanket Mine is sufficient to sustain the current production profile. |
· | The plant is well-maintained and equipped to crush and mill up to 40 kt per month. |
· | The CIL circuit has adequate capacity to treat up to 120 kt of milled material per month. |
· | The plant is adequately staffed considering that most of the plant is manually controlled. |
· | Overall gold recoveries have been consistent on a monthly basis. |
· | The high free gold recovery of approximately 50% contributes to the overall high gold recovery. |
· | The incorporation of a central process control system can improve recoveries and reduce costs. |
· | Opportunities exist to reduce costs by optimising power measurement and reagent consumption. |
· | The Project investigated is financially feasible at an 8.36% real discount rate. |
· | The best-estimated value of the Project was calculated at USD66 million with at a real discount rate of 8.36%. |
· | The Blanket Mine has an NCE margin of 31% that is slightly higher than that of other mines. |
· | The Project is most sensitive to gold price and grade. |
· |
Direct Cash cost for the Project is USD71/milled tonne that equates to USD641/oz., which is below the average global gold cash cost of USD767/oz.
|
· | Fully-allocated cost for the Project is USD95/milled tonne that equates to USD864/oz. |
· | The Mineral Resource confidence is concept level because the resources below 750 m Level are predominantly in the Inferred Resource category. The following figure illustrates the red area included in the PEA Study:- |
|
|
|
Blanket Project Area Split, Below 750 m (Red Portion)
|
· | The PEA Study, design, schedule and OPEX estimation is better than concept level and is based on current actual performance. |
· | The capital estimation was estimated at a very high level of confidence based on engineering designs, drawings and firm quotations and is at least at a definitive level of confidence. |
· | The PEA includes the Inferred Mineral Resources from the Below 750 m Level area. |
· | The existing infrastructure at the Blanket mine will be utilised in parallel with new infrastructure which is specifically aimed at targeting the Below 750 m Level mining areas. |
· | The extensions will entail the sinking of a new vertical shaft from surface as well as the completion of the No 6 Winze deepening project. |
· | Capital for the various key expansion project items amounts to USD43 million. |
· | The historic metallurgical recoveries of 93.5% are not expected to change with the increased tonnes from the Blanket Mine. |
· | The tonnage profile for the PEA Study is based on the replacement tonnages (Inferred Resources) to be mined through the existing shaft and the new central shaft situated in-between AR Main and AR South. |
· | The average grade is expected to be 4.36 g/t. |
· | The infrastructure extensions as defined in the PEA adds approximately 385 koz. |
· | The PEA Study excludes the Exploration Target areas below AR Main, AR South, Lima and Eroica. The PEA project will provide access to these Exploration target areas and to future exploration areas below 1120 level that will potentially extend the LoM. |
· | The best-estimated value of the PEA was calculated at USD65 million at a real discount rate of 8.36%. The IRR was calculated at 42% |
· | By using the Monte Carlo model for the PEA, the value range of the Blanket operation plots between USD44 million and USD84 million. |
· | The PEA is most sensitive to gold price and grade. |
· | The PEA has a break-even gold price of USD789/oz., including capital. |
· | Direct Cash cost for the PEA is USD67/milled t that equates to USD513/oz., which is below the average global gold cash cost of USD767/oz. |
· | Fully-allocated cost for the PEA is USD86/milled t that equates to USD789/oz.; noticeably lower than similar gold mining operations. |
ITEM 26 | – RECOMMENDATIONS |
· | Minxcon recommends that the Mineral Resources are stated as inclusive of Mineral Reserves and that the Measured and Indicated Resources be declared separate from the Inferred Resources. |
· | The manual data should be captured digitally to reduce human error and assist in the 3D visualisation of the Mineral Deposit and potentially find hidden ore resource blocks. |
· | Geostatistical analysis of the data could possibly help to increase the mineral resources. |
· | Best practice QA/QC must be implemented on the operation, especially for the deep drilling and other exploration drilling as these sample points are single points and have greater influence than the day-to-day evaluation samples. |
· | Currently, the block evaluation does not correct for dip, which leads to under evaluation of the volume and content per resource block. |
· | Short deflections must be drilled when drilling the "deep" drill holes and exploration drill holes to understand variability and improve the confidence of the intersections for the Indicated and Inferred Resources. |
· | Long inclined boreholes or directional drilling should be investigated as an option to drill more and deeper intersections in the "pay shoots" without increasing the cross-cut development. This could help convert the Inferred mineral resource category to the Indicated mineral resource category. |
· | To assist in the LoM plan audit, a LoM design must be completed using one of the available software packages. This will be illustrated graphically in the mining sequence and development. |
· | The incorporation of additional process control systems should be pursued to improve gold recoveries and reduce costs. |
· | Metering of power consumption to the main process units should be installed so that power utilisation can be controlled; this will contribute to lower operating costs. |
· | The mill feed bin should be upgraded in size to increase the retention time to allow the crushers to operate during the day only. |
· | Reagent consumption (cyanide, and carbon) should be optimised further. |
· | It is recommended that laboratory costs be captured centrally and allocated to the mining, geology and metallurgical department on a cost per sample basis. |
· | To fully de-risk the PEA expansion project, it is recommended to do exploration drilling as illustrated in the figure below, to increase the level of confidence of the Mineral Resources to Indicated. |
|
|
|
Below 750 m Area
|
· | Best practice QA/QC must be implemented on the operation, especially for deep drilling and other exploration drilling as these sample points are single points and have greater influence than the day-to-day evaluation samples. |
· | Short deflections must be drilled when drilling the "deep" drill holes and exploration drill holes to understand variability and improve the confidence of the intersections for the Indicated and Inferred resources. |
· | Long inclined boreholes or directional drilling should be investigated as an option to drill more and deeper intersections in the "pay shoots" without increasing the cross-cut development. This could help to convert the Inferred Mineral Resources to Indicated Mineral Resources. |
· | The incorporation of additional process control systems should be pursued to improve gold recoveries and reduce costs. |
· | Metering of power consumptions to the main process units should be installed so that plant power utilisation can be controlled. |
· | Although the Gemini tables operate effectively at the moment, installation of Acacia reactors should be considered for upgrading of Knelson concentrates. |
ITEM 27 | – REFERENCES |
· | AngloGold Ashanti. 2014. Home | Operational profiles 2012 | AngloGold Ashanti. [ONLINE] Available at: http://www.aga-reports.com/12/op. [Accessed 01 February 2014]. |
· | Anon. The Geology of Mali South (Southern Mali). |
· | Applied Geological Services (AGS), July 2006, Independent Qualified Person's Report Blanket Mine, Zimbabwe. |
· | Appropriate Process Technologies, 2014, Quotation ARM-D13-DG02, Caledonia Alluvial Plant. |
· | Consolidated Main Reef. 2014. Downloads | Investors. [ONLINE] Available at: http://demo.crgsa.com/wpcontent/uploads/CRG%20%202012%20Annual%20Report_FINAL.pdf [Accessed 01 February 2014]. |
· | Contrarian Investors' Journal. Pricing of Gold Forward Rate. 8 April 2009. [ONLINE] Available at: http://contrarianinvestorsjournal.com/?p=491# . [Accessed 14 March 2014]. |
· | Caledonia Ventures Inc. Caledonia's Mali exploration program delivers excellent grades Update on Drill Results at the Blanket Mine Project, Mali. Released 15 January 2013. |
· | Caledonia Ventures Inc. Drilling on the First of Six Gold Hosting Mineralised Zones on Caledonia's Farabantourou Permit Yields Better than Anticipated Results. Released 23 April 2013. |
· | Caledonia Ventures Inc. Presentation, February 2012. |
· | Caledonia Mining Corporation, Annual Information Form for the year ending December 31, 2013. |
· | Diner, JA., 2010, Geology and Exploration Potential - Sanoukou Claim. |
· | Dunbar, P. & Sangaré, S. A Technical Review of the Yanfolila Gold Concession, Mali, West Africa for Compass Gold Corporation. Watts, Griffis and McQuat: 15 January 2010. |
· | Energy & Metals Consensus Forecasts. 20 October 2014. Philip M. Hubbard. 53 Upper Brook Street, London, United Kingdom. |
· | Filing Statement, November 2011, Filing Statement of Caledonia Ventures Inc. Concerning The Proposed Acquisition Of 100% of the Outstanding Shares of Transafrika Belgique S.A. |
· | Gold Fields - Quarterly Financial Reports. Thompson Reuters. 2014. Gold Fields - Quarterly Financial Reports. [ONLINE] Available at: http://www.goldfields.co.za/inv_rep_quarterly.php. [Accessed 01 February 2014]. |
· | GoldOne. 2014. Downloads | Investors. [ONLINE] Available at: http://www.gold1.co.za/index.php?option=com_docman&Itemid=134. [Accessed 01 February 2014]. |
· | Great Basin Gold. 2014. Investors | Financials. [ONLINE] Available at: http://www.grtbasin.com/c_investorcentre/Financials/FY2012/2Q/GBG_Jun2012QuarterliesPresentation.pdf [Accessed 31 January 2014]. |
· | http://jgs.lyellcollection.org/content/170/2/353/F1.large.jpg |
· | Harmony FY2013. 2014. Harmony Quarterly Results FY2013. [ONLINE] Available at: http://www.harmony.co.za/investors/reporting/quarterly-results/fy2013. [Accessed 01 February 2014]. |
· | IAMGOLD Operations. Sadiola Gold Mine. Available from: http://www.iamgold.com/English/Operations/Operating-Mines/Sadiola-Gold-Mine/default.aspx Accessed: 21 August 2014. |
· | Kimberly Amadeo. US Economy. U.S. Inflation Rate. 2014. [ONLINE] Available at: http://useconomy.about.com/od/inflationfaq/a/US-Inflation-Rate.htm. [Accessed 22 May 2014]. |
· | Kitco Historical Gold Charts and Data - 2014. Historical Gold Charts and Data - London Fix. [ONLINE] Available at: http://www.kitco.com/charts/historicalgold.html. [Accessed 03 February 2014]. |
· | Minxcon Projects SA, August 2014, Preliminary Economic Assessment – Blanket Mine. |
· | MSA, June 2011, NI 43−101 Technical Report on the Blanket Gold Mine, Zimbabwe. |
· | Natural Resource Holdings. Global Gold Mine and Deposit Rankings 2013. [ONLINE] Available at: http://www.visualcapitalist.com/global-gold-mine-and-deposit-rankings-2013 . [Accessed 12 February 2014]. |
· | Ndiaye, PM., et al., 2014, Polycyclic Evolution of Paleoproterozoïc Rocks in the Southwestern Part of the Mako Group (Eastern Senegal, West Africa), International Journal of Geosciences, 5, 739-748. |
· | Pan African. 2014. Financial Reports » Pan African. [ONLINE] Available at: http://www.panafricanresources.com/investors/financial-reports/. [Accessed 01 February 2014]. |
· | Peacocke Simpson, 2014, Report Number PSA/33/14, 2014, Gravity Concentration and Cyanide Leaching Pilot Testing Upon Rubble Sample Submitted By Caledonia Plc. |
· | RandGold Resources. Loulo-Gounkoto Complex. Available from: http://www.randgoldresources.com/randgold/content/en/randgold-loulo-gounkoto-complex Accessed: 21 August 2014. |
· | SGS SA, 2013, Report number 1112/283, Gold deportment Study on Borehole Samples from Blanket Mine. |
· | Sibanye Gold. 2014. Downloads | Quarterly Reports | Financial Reports. [ONLINE] Available at: http://www.sibanyegold.co.za/index.php/2012-12-30-10-07-54/2013-05-27-09-34-20/quarterly-reports . [Accessed 01 February 2014]. |
· | The London Bullion Market Association. GOFO (Gold Forward Offered Rates) and Libor Means 2013. [ONLINE] Available at: http://www.lbma.org.uk/pages/?page_id=55&title=gold_forwards&show=2013. [Accessed 17 March 2014]. |
· | Thomson Reuters. Gold Fields Mineral Services. Gold Survey 2013 Update 2. Thomson Reuters Building. 30 South Colonade, London, United Kingdom. Published: February 2014. [ONLINE] Available at: https://thomsonreuterseikon.com/markets/metal-trading/ . [Accessed 12 February 2014]. |
· | Transafrika Resources Limited. Caledonia Acquires Transafrika Belgique. December 2011. |
· | U.S. Geological Survey. Mineral Commodity Summaries 2014. Manuscript approved for publication February 28, 2014. U.S. Geological Survey, Reston, Virginia: 2014. |
· | Village | Report for the Quarter Ended 30 September 2013, 30 October 2013. 2014. Press release [ONLINE] Available at: http://www.villagemainreef.co.za/news/press-2013/VMR-press-30Oct2013.htm. [Accessed 03 February 2014]. |
· | World Gold Council. Gold Demand Trends, Full Year 2013. Thomson Reuters Gold Fields Mineral Services. 10 Old Bailey, London, United Kingdom. Published: February 2014. |
· | World Gold Council. Gold Investor. Risk management and capital preservation Volume 4. 10 Old Bailey, London, United Kingdom. Published: October 2013. |
Term
|
Definition
|
Faulting
|
The process of fracturing that produces a displacement within, of across lithologies.
|
Fair Value
|
The estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between knowledgeable and willing parties at the measurement date (an exit price) [IFRS], other than in a liquidation sale [US GAAP, FAS 157].
|
Feasibility study
|
A definitive engineering estimate of all costs, revenues, equipment requirements and production levels likely to be achieved if a mine is developed. The study is used to define the economic viability of a project and to support the search for project financing.
|
Fluvial
|
River environments.
|
Footwall
|
The underlying side of a fault, Mineral Deposit or stope.
|
Forward sales
|
The sale of a commodity for delivery at a specified future date and price.
|
Grade
|
The quantity of metal per unit mass of ore expressed as a percentage or, for gold, as grams per tonne of ore.
|
Hanging wall
|
The overlying side of a fault, Mineral Deposit or stope.
|
Heap leaching
|
A low-cost technique for extracting metals from ore by percolating leaching solutions through heaps of ore placed on impervious pads. Generally used on low-grade ores.
|
In situ
|
In place, i.e. within unbroken rock.
|
Indicated Mineral Resource
|
An "Indicated Mineral Resource" is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed (NI43-101 definition).
|
Inferred Mineral Resource
|
An "Inferred Mineral Resource‟ is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
|
Internal Rate of return (IRR)
|
The internal rate of return on an investment or project is the "annualised effective compounded return rate" or "rate of return" that makes the net present value of all cash flows (both positive and negative) from a particular investment equal to zero. It can also be defined as the discount rate at which the present value of all future cash flow is equal to the initial investment or in other words the rate at which an investment breaks even.
|
Intrinsic Value
|
The amount considered, on the basis of an evaluation of available facts, to be the "true", "real" or "underlying" worth of an item. Thus it is a long-term, Non-Market Value concept that smooths short term price fluctuations. In the case of real estate, this would be the value of the property taking into account the structure, size, location etc., as opposed to taking into account the current state of the market. In mining, the intrinsic value refers to the fundamental value based on the technical inputs, and a cash flow projection that creates a Net Present Value. Few of these inputs are market related, except possibly for metal price, benchmarked costs and the discount rate applied.
|
Kriging
|
An estimation method that minimises the estimation error between data points in determining mineral resources. Kriging is the best linear unbiased estimator of a mineral resource.
|
Level
|
The workings or tunnels of an underground mine which are on the same horizontal plane.
|
Lithology
|
The general compositional characteristics of rocks.
|
Marginal mine
|
A mine which has a relatively small cash operating margin (cash operating costs including capital expenditures in relation to gross gold sales) at the current gold price.
|
Market Value
|
The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion [IVSC, IFRS].
|
Measured mineral resource
|
"Measured Mineral Resource‟ is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
|
Term
|
Definition
|
Metallurgical plant
|
Process plant erected to treat ore and extract the contained gold.
|
Metallurgical recovery
|
Proportion of metal in mill feed which is recovered by a metallurgical process or processes.
|
Metallurgy
|
The science of extracting metals from ores and preparing them for sale.
|
Milling/Crush
|
The comminution of the ore, although the term has come to cover the broad range of machinery inside the treatment plant where the gold is separated from the ore prior to leaching or flotation processes.
|
Mine call factor (MCF)
|
The ratio of the grade of material recovered at the mill (plus residue) to the grade of ore calculated by sampling in stopes.
|
Mine recovery factor (MRF)
|
The MRF is equal to the mine call factor multiplied by the plant recovery factor.
|
Mineable
|
That portion of a mineral resource for which extraction is technically and economically feasible.
|
Mineral Reserve
|
A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. Adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. (NI43-101 definition). Mineral reserves are reported as general indicators of the life of mineral deposits. Changes in reserves generally reflect:
i.
development of additional reserves;
ii.
depletion of existing reserves through production;
iii.
actual mining experience; and
iv.
price forecasts.
Grades of mineral reserve actually processed from time to time may be different from stated reserve grades because of geologic variation in different areas mined, mining dilution, losses in processing and other factors. Neither reserves nor projections of future operations should be interpreted as assurances of the economic life of mineral deposits or of the profitability of future operations.
|
Mineral Resource
|
A Mineral Resource is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilised organic material including base and precious metals, coal, and industrial minerals in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
|
Mineralisation
|
The presence of a target mineral in a mass of host rock.
|
Mineralised area
|
Any mass of host rock in which minerals of potential commercial value occur.
|
Net Present Value (NPV)
|
The difference between the present value of cash inflows and the present value of cash outflows. NPV is used in capital budgeting to analyse the profitability of an investment or project.
|
Notional Cost
|
All in cost which includes total cash costs (net of by-product credits), capital spending, general and administrative expenses, and exploration expenses.
|
Ore
|
A mixture of valuable and worthless minerals from which at least one of the minerals can be mined and processed at an economic profit.
|
Mineral Deposit
|
A continuous well defined mass of material of sufficient ore content to make extraction economically feasible.
|
Outcrop
|
The exposure of rock on surface.
|
Participation interest
|
The interest that a party holds in any benefits arising from the development or sale of a project. In order to earn this interest the party may, or may not, be required to contribute towards the exploration and development costs. The definition of this term may differ between agreements.
|
Pay limit
|
The breakeven grade at which the Mineral Deposit can be mined without profit or loss and is calculated using the gold price, the working cost and recovery factors.
|
PEA Study
|
The Life of Mine plan that was done as part of the Preliminary Economic Assessment of the area that includes "Above 750 m Level" areas and "Below 750 m Level" areas. The PEA Study are inclusive of the Reserve LoM plan and Inferred Mineral Resources.
|
Placer
|
A sedimentary deposit containing economic quantities of valuable minerals mainly formed in alluvial and eluvial environments.
|
Plant recovery factor
|
The gold recovered after treatment processes in a metallurgical plant. It is expressed as a percentage of gold produced (in mass) over the mass of gold fed into the front of the plant (i.e. into the milling circuit).
|
Probable Mineral Reserve
|
"Probable Mineral Reserve" is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. (NI43-101 definition).
|
Term
|
Definition
|
Proven Mineral Reserve
|
A "Proven Mineral Reserve" is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. (NI43-101 definition).
|
Recovered grade
|
The actual grade of ore realised or produced after the mining and treatment processes.
|
Reef
|
A narrow gold-bearing lithology, normally a conglomerate in the Witwatersrand Basin that may contain economic concentrates of gold and uranium.
|
Refining
|
The final stage of metal production in which final impurities are removed from the molten metal by introducing air and fluxes. The impurities are removed as gases or slag.
|
Reserve LoM Plan
|
The Life of Mine that are based only on Measured and Indicated Mineral Resources and only for the area "Above 750 m Level". The Reserve LoM plan will be used to state Mineral Reserves.
|
Rehabilitation
|
The process of restoring mined land to a condition approximating to a greater or lesser degree its original state. Reclamation standards are determined by the South African Department of Mineral and Energy Affairs and address ground and surface water, topsoil, final slope gradients, waste handling and re-vegetation issues.
|
Sampling
|
Taking small pieces of rock at intervals along exposed mineralisation for assay (to determine the mineral content).
|
Sedimentary
|
Formed by the deposition of solid fragmental material that originates from weathering of rocks and is transported from a source to a site of deposition.
|
Semi-Autogenous Grinding (SAG) mill
|
A piece of machinery used to crush and grind ore, which uses a mixture of steel balls, and the ore itself to achieve communition.
|
Semi-variogram
|
A graph that describes the expected difference in value between pairs of samples as a function of sample spacing.
|
Share Subscription Right
|
The right which a party has to subscribe for shares in any company set up to develop the mineral rights. The precise definition can differ between agreements.
|
Slimes
|
The finer fraction of tailings discharged from a processing plant after the valuable minerals have been recovered.
|
Slurry
|
A fluid comprising fine solids suspended in a solution (generally water containing additives).
|
Smelting
|
Thermal processing whereby molten metal is liberated from beneficiated ore or concentrate with impurities separating as lighter slag.
|
Spot price
|
The current price of a metal for immediate delivery.
|
Stockpile
|
A store of unprocessed ore or marginal grade material.
|
Stope
|
Excavation within the Mineral Deposit where the main production takes place.
|
Stratigraphic
|
A term describing the chronological sequence in which bedded rocks occur that can usually be correlated between different localities.
|
Strike length
|
Horizontal distance along the direction that a structural surface takes as it intersects the horizontal.
|
Stripping
|
The process of removing overburden to expose ore.
|
Sulphide
|
A mineral characterised by the linkages of sulphur with a metal or semi-metal, such as pyrite (iron sulphide). Also a zone in which sulphide minerals occur.
|
Sweepings
|
The clean-up of residual broken ore in stopes.
|
Syncline
|
A basin shaped fold.
|
Syndepositional
|
A process that took place at the same time as sedimentary deposition.
|
Tailings
|
Finely ground rock from which valuable minerals have been extracted by milling.
|
Tailings dam
|
Dams or dumps created to store waste material (tailings) from processed ore after the economically recoverable gold has been extracted.
|
Tonnage
|
Quantities where the tonne is an appropriate unit of measure. Typically used to measure reserves of gold-bearing material in situ or quantities of ore and waste material mined, transported or milled.
|
Total cost per ounce
|
A measure of the average cost of producing an ounce of gold, calculated by dividing the total operating costs in a period by the total gold production over the same period.
|
Transgress
|
Systematic inundation of an erosional surface by sedimentary deposition.
|
Unconformity
|
A surface within a package of sedimentary rocks which may be parallel to or at an angle with overlying or underlying rocks, and which represents a period of erosion or non-deposition, or both.
|
Vamping
|
The final clean-up of gold bearing rock and mud from track ballast and/or accumulations in gullies and along transportation routes.
|
Waste rock
|
Rock with an insufficient gold content to justify processing.
|
Term
|
Definition
|
Weighted average Cost of Capital
|
A company's assets are financed by either debt or equity. WACC is the average of the costs of these sources of financing, each of which is weighted by its respective use in the given situation.
|
Working costs
|
Working costs represent production costs directly associated with the processing of gold and selling, administration and general charges related to the operation.
|
Zinc precipitation
|
A chemical reaction using zinc dust that converts gold solution to a solid form for smelting into unrefined gold bars.
|
1. | I am a Director of Minxcon Consulting (Pty) Ltd |
2. | I graduated with a BSc (Hons.) Geology from the University of the Witwatersrand in 1991. |
3. | I have more than 17 years' experience in the mining and exploration industry. This includes 8 years as an Ore Resource Manager at the Randfontein Estates Gold Mines on the West Rand. I have completed a number of assessments and technical reports pertaining to various commodities, including gold, using approaches described by the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects). |
4. | I am affiliated with the following professional associations: |
Class
|
Professional Society
|
|
Member
|
Geological Society of South Africa (Reg. No. 966310)
|
2010
|
Member
|
South African Council for Natural Scientific Professions (Pr. Sci. Nat. Reg. No. 400058/08)
|
2008
|
5. | I am responsible for Items 1-3, 6-14, 23-27 of the Qualified Person's Report titled "A Technical Report on the Blanket Mine, Gwanda Area, Zimbabwe", effective 29 August 2014. |
6. | I have read the definition of "Qualified Person" set out in the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects), Form 43-101F1 and the Companion Policy Document 43-101CP ("NI 43-101") and certify that by reason of my education, affiliation with professional associations and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of this Qualified Persons' Report. |
7. | I have read the NI43-101 and this Report has been prepared in compliance with it. |
8. | As of the effective date, to the best of my knowledge, information and belief, the Report contains all scientific and technical information required to be disclosed to make the Report not misleading. |
9. | The facts presented in the Report are, to the best of my knowledge, correct. |
10. | The analyses and conclusions presented in the Report are limited only by the reported forecasts and conditions. |
11. | I have no present or prospective interest in the subject property or asset and have no bias with respect to the assets that are the subject of the Report, or to the parties involved with the assignment. |
12. | My compensation, employment or contractual relationship with the Commissioning Entity is not contingent on any aspect of the Report. |
13. | I have had no prior involvement with the property that is the subject of this Report. |
14. | I did not undertake a personal inspection of the property. |
1. | I am a Director of Minxcon Consulting (Pty) Ltd |
2. | I graduated with a B.Eng. (Mining) degree from the University of Pretoria in 1985 and an M.Comm. (Business Administration) degree from the Rand Afrikaans University in 1993. In addition, I obtained diplomas in Data Metrics from the University of South Africa and Advanced Development Programme from London Business School in 1989 and 1995, respectively. In 1989 I was awarded with a Mine Managers Certificate from the Department of Mineral and Energy Affairs. |
3. | I have worked as a Mining Engineer for more than 28 years with my specialisation lying within Mineral Reserve and mine management. I have completed a number of Mineral Reserve estimations and mine plans for various commodities, including gold, using approaches described by the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects). |
4. | I am a member/fellow of the following professional associations, which meet all the attributes of a Professional Association or a Self-Regulatory Professional Association, as applicable (as those terms are defined in NI43-101):- |
Class
|
Professional Society
|
Year of Registration
|
Member
|
Association of Mine Managers of SA
|
1989
|
Fellow
|
South African Institute of Mining and Metallurgy
|
1985
|
Professional Engineer
|
Engineering Council of South Africa (ECSA)
|
2005
|
Member
|
Engineering Council of South Africa (Pr. Eng. Reg. No. 20050318)
|
2005
|
5. | I am responsible for Items 1-3, 15-16, 18, 21, 23-27 of the Qualified Person's Report titled "A Technical Report on the Blanket Mine, Gwanda Area, Zimbabwe", effective 29 August 2014. |
6. | I have read the definition of "Qualified Person" set out in the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects), Form 43-101F1 and the Companion Policy Document 43-101CP ("NI 43-101") and certify that by reason of my education, affiliation with professional associations and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of this Qualified Persons' Report. |
7. | I have read the NI43-101 and this Report has been prepared in compliance with it. |
8. | As of the effective date, to the best of my knowledge, information and belief, the Report contains all scientific and technical information required to be disclosed to make the Report not misleading. |
9. | The facts presented in the Report are, to the best of my knowledge, correct. |
10. | The analyses and conclusions presented in the Report are limited only by the reported forecasts and conditions. |
11. | I have no present or prospective interest in the subject property or asset. I have no bias with respect to the assets that are the subject of the Report, or to the parties involved with the assignment. |
12. | I have read this technical Report and NI43-101 Standards of Disclosure for Mineral Projects and this Report has been prepared in compliance with NI43-101. |
13. | My compensation, employment or contractual relationship with the Commissioning Entity is not contingent on any aspect of the Report. |
14. | I did not undertake a personal inspection of the property. |
15. | I have had no prior involvement with the property that is the subject of this Report. |
1. | I am a Director of Minxcon Consulting (Pty) Ltd |
2. | I graduated with an HND (Ext. Met.) from the University of the Witwatersrand in 1976. In addition, I have completed the Business Leadership Development Programme at (WBS) |
3. | I have more than 37 years' experience in the mining and metallurgical industry. This includes 15 years as a metallurgical manager and consultant as well as four years in mine management. I have completed various technical reports on metallurgical operations and have been co-author of a technical paper presented overseas. I have completed a number of assessments and technical reports pertaining to various commodities, including gold, using approaches described by the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects). |
4. | I am a member/fellow of the following professional associations, which meet all the attributes of a Professional Association or a Self-Regulatory Professional Association, as applicable (as those terms are defined in NI43-101):- |
Class
|
Professional Society
|
Year of Registration
|
Fellow
|
South African Institute of Mining and Metallurgy (FSAIMM Reg. No. 701139)
|
1995
|
Member
|
Mine Metallurgical Managers Association of South Africa (MMMA) No. (M000948)
|
1988
|
5. | I am responsible for Items 1-3, 17-18, 23-27 of the Qualified Person's Report titled "A Technical Report on the Blanket Mine, Gwanda Area, Zimbabwe", effective 29 August 2014. |
6. | I have read the definition of "Qualified Person" set out in the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects), Form 43-101F1 and the Companion Policy Document 43-101CP ("NI 43-101") and certify that by reason of my education, affiliation with professional associations and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of this Qualified Persons' Report. |
7. | I have read the NI43-101 and this Report has been prepared in compliance with it. |
8. | As of the effective date, to the best of my knowledge, information and belief, the Report contains all scientific and technical information required to be disclosed to make the Report not misleading. |
9. | The facts presented in the Report are, to the best of my knowledge, correct. |
10. | The analyses and conclusions presented in the Report are limited only by the reported forecasts and conditions. |
11. | I have no present or prospective interest in the subject property or asset and have no bias with respect to the assets that are the subject of the Report, or to the parties involved with the assignment. |
12. | I have read this technical Report and NI43-101 Standards of Disclosure for Mineral Projects and this Report has been prepared in compliance with NI43-101. |
13. | My compensation, employment or contractual relationship with the Commissioning Entity is not contingent on any aspect of the Report. |
14. | I did not undertake a personal inspection of the property. |
15. | I have had no prior involvement with the property that is the subject of this Report. |
1. | I am a Director of Minxcon Consulting (Pty) Ltd |
2. | I graduated with a BSc (Geol.) degree from the Rand Afrikaans University in 1985. In addition, I have obtained a BSc (Hons.) (Mineral Economics) from the Rand Afrikaans University in 1986 and an MSc (Min. Eng.) from the University of the Witwatersrand in 1992. |
3. | I have worked as a Geoscientist for more than 25 years. As a former employee of Merrill Lynch, I was actively involved in advising mining companies and investment bankers on corporate-related issues, analysing platinum and gold companies. I completed a number of valuations on various commodities including gold, using the valuation approaches described by the Standards and Guidelines for Valuation of Mineral Properties recommended by the Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum or Valuation of Mineral Properties (CIMVAL). |
4. | I am a member/fellow of the following professional associations, which meet all the attributes of a Professional Association or a Self-Regulatory Professional Association, as applicable (as those terms are defined in CIMVAL):- |
Class
|
Professional Society
|
Year of Registration
|
Member
|
Geological Society of South Africa (MGSSA No. 965119)
|
2003
|
Fellow
|
South African Institute of Mining and Metallurgy (FSAIMM Reg. No. 702615)
|
2003
|
Member
|
Australasian Institute of Mining and Metallurgy (MAusIMM Reg. No. 220813)
|
2003
|
Member
|
South African Council for Natural Scientific Professions (Pr. Sci. Nat. Reg. No. 400024/04)
|
2003
|
5. | I am responsible for Items 1-6, 19-27 of the Qualified Person's Report titled "A Technical Report on the Blanket Mine, Gwanda Area, Zimbabwe", effective 29 August 2014. |
6. | I have read the definition of "Qualified Person" set out in the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects), Form 43-101F1 and the Companion Policy Document 43-101CP ("NI 43-101") and certify that by reason of my education, affiliation with professional associations and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of this Qualified Persons' Report. |
7. | I am a Qualified Valuator as the terms are defined in CIMVAL for the purpose of the valuation and the Valuation Report. |
8. | I have read the NI43-101 and this Report has been prepared in compliance with it. |
9. | As of the effective date, to the best of my knowledge, information and belief, the Report contains all scientific and technical information required to be disclosed to make the Report not misleading. |
10. | The facts presented in the Report are, to the best of my knowledge, correct. |
11. | The analyses and conclusions presented in the Report are limited only by the reported forecasts and conditions. |
12. | I have no present or prospective interest in the subject property or asset and have no bias with respect to the assets that are the subject of the Report, or to the parties involved with the assignment. |
13. | My compensation, employment or contractual relationship with the Commissioning Entity is not contingent on any aspect of the Report. |
14. | I did not undertake a personal inspection of the property. |
15. | I have had no prior involvement with the property that is the subject of this Report. |
Yours faithfully,
|
1. | I am an employee of Minxcon Consulting (Pty) Ltd |
2. | I graduated with a B.Eng. Mining degree from the University of Pretoria in 2009. In addition, I have obtained a Mine Managers' Certificate in 2012. I completed a post graduate diploma in Financial Management through UNISA in 2011 and am currently a 2014 CFA Level 1 Candidate. |
3. | I have worked as a Mining Engineer for more than 5 years. As a former employee of Anglo Platinum I was involved in the mining production activities and was in charge of supervising various underground operations. I have been employed by Minxcon for the past two years as a valuator and completed a number of valuations on various commodities, including gold, using the valuation approaches described by the Standards and Guidelines for Valuation of Mineral Properties recommended by the Special Committee of the Canadian Institute of Mining, Metallurgy and Petroleum or Valuation of Mineral Properties (CIMVAL). |
4. | I am a member/fellow of the following professional associations, which meet all the attributes of a Professional Association or a Self-Regulatory Professional Association, as applicable (as those terms are defined in CIMVAL):- |
Class
|
Professional Society
|
Year of Registration
|
Professional
|
Engineering Council of South Africa (Registration Number: 20130533)
|
2013
|
Member
|
South African Institute of Mining and Metallurgy (Number: 705773)
|
2012
|
5. | I am responsible for Items 1-6, 19-27 of the Qualified Person's Report titled "A Technical Report on the Blanket Mine, Gwanda Area, Zimbabwe", effective 1 October 2014. |
6. | I have read the definition of "Qualified Person" set out in the Canadian Code for reporting of Resources and Reserves – National Instrument 43-101 (Standards of Disclosure for Mineral Projects), Form 43-101F1 and the Companion Policy Document 43-101CP ("NI 43-101") and certify that by reason of my education, affiliation with professional associations and past relevant work experience, I fulfil the requirements to be a Qualified Person for the purposes of this Qualified Persons' Report. |
7. | I am a Qualified Valuator as the terms are defined in CIMVAL for the purpose of the valuation and the Valuation Report. |
8. | I have read the NI43-101 and this Report has been prepared in compliance with it. |
9. | As of the effective date, to the best of my knowledge, information and belief, the Report contains all scientific and technical information required to be disclosed to make the Report not misleading. |
10. | The facts presented in the Report are, to the best of my knowledge, correct. |
11. | The analyses and conclusions presented in the Report are limited only by the reported forecasts and conditions. |
12. | I have no present or prospective interest in the subject property or asset and have no bias with respect to the assets that are the subject of the Report, or to the parties involved with the assignment. |
13. | My compensation, employment or contractual relationship with the Commissioning Entity is not contingent on any aspect of the Report. |
14. | I did not undertake a personal inspection of the property. |
15. | I have had no prior involvement with the property that is the subject of this Report. |
J BURGER
Pr Eng. (Mining)
ECSA, MSAIMM
VALUATOR
|
Name
|
Reg No.
|
Area
|
No. of Claims
|
No. of Blocks
|
Type
|
Blanket
|
1817
|
Gda
|
13
|
1
|
Au
|
Blanket 2
|
3958
|
Gda
|
8
|
1
|
Au
|
Blanket
|
5030
|
Gda
|
7
|
1
|
Au
|
Blanket 9
|
31202
|
Gda
|
7
|
1
|
Au
|
Blanket A
|
GA247
|
Gda
|
9
|
1
|
Au
|
Blanket B
|
GA248
|
Gda
|
10
|
1
|
Au
|
Blanket D
|
GA349
|
Gda
|
4
|
1
|
Au
|
Blanket F
|
GA512
|
Gda
|
6
|
1
|
Au
|
Blanket J
|
GA547
|
Gda
|
2
|
1
|
Au
|
Blanket K
|
6874BM
|
Gda
|
25
|
1
|
Tu
|
Blanket L
|
9627BM
|
Gda
|
23
|
1
|
Cu
|
D T
|
21775
|
Gda
|
10
|
1
|
Au
|
Feudal 2
|
10051BM
|
Gda
|
25
|
1
|
Tu
|
Feudal 3
|
31190
|
Gda
|
6
|
1
|
Au
|
Feudal 3
|
19918
|
Gda
|
9
|
1
|
Au
|
Feudal D B E
|
21065
|
Gda
|
8
|
1
|
Au
|
Feudal South
|
GA446
|
Gda
|
4
|
1
|
Au
|
Feudal West
|
10358BM
|
Gda
|
25
|
1
|
As
|
Harvard
|
5576BM
|
Gda
|
25
|
1
|
Tu
|
Jethro
|
19923
|
Gda
|
9
|
1
|
Au
|
Lima 17
|
36066
|
Gda
|
2.7
|
1
|
Au
|
Lima 18
|
36067
|
Gda
|
9.8
|
1
|
Au
|
Lima 19
|
36068
|
Gda
|
9.7
|
1
|
Au
|
Lima 20
|
36069
|
Gda
|
9.6
|
1
|
Au
|
Lima 21
|
36070
|
Gda
|
9.5
|
1
|
Au
|
Lima 22
|
36071
|
Gda
|
9.1
|
1
|
Au
|
Lima 23
|
36072
|
Gda
|
8.3
|
1
|
Au
|
Lima 24
|
36073
|
Gda
|
10
|
1
|
Au
|
Lima 25
|
36074
|
Gda
|
10
|
1
|
Au
|
Lima 26
|
36075
|
Gda
|
10
|
1
|
Au
|
Lima 27
|
36076
|
Gda
|
10
|
1
|
Au
|
Lima 28
|
36077
|
Gda
|
10
|
1
|
Au
|
Lima 29
|
36078
|
Gda
|
10
|
1
|
Au
|
Lima 30
|
36079
|
Gda
|
10
|
1
|
Au
|
Lima 31
|
36080
|
Gda
|
10
|
1
|
Au
|
Lima 32
|
36081
|
Gda
|
4
|
1
|
Au
|
Lima 33
|
36082
|
Gda
|
7
|
1
|
Au
|
Lima 34
|
36083
|
Gda
|
10
|
1
|
Au
|
Lima 35
|
36084
|
Gda
|
10
|
1
|
Au
|
Lima 36
|
36085
|
Gda
|
10
|
1
|
Au
|
Lima 37
|
36086
|
Gda
|
10
|
1
|
Au
|
Lima 38
|
36087
|
Gda
|
10
|
1
|
Au
|
Lima 39
|
36088
|
Gda
|
2.04
|
1
|
Au
|
Lima 40
|
36089
|
Gda
|
3.25
|
1
|
Au
|
Lima 41
|
36090
|
Gda
|
3.25
|
1
|
Au
|
Lima 42
|
36091
|
Gda
|
9
|
1
|
Au
|
Lima 43
|
36092
|
Gda
|
10
|
1
|
Au
|
Lima 44
|
36093
|
Gda
|
10
|
1
|
Au
|
Lima 45
|
39094
|
Gda
|
10
|
1
|
Au
|
Lima 46
|
36095
|
Gda
|
10
|
1
|
Au
|
Lima 47
|
36096
|
Gda
|
8.1
|
1
|
Au
|
Lima 48
|
36097
|
Gda
|
3
|
1
|
Au
|
Lima 49
|
36098
|
Gda
|
7.95
|
1
|
Au
|
Lima 50
|
36099
|
Gda
|
5.8
|
1
|
Au
|
Lima 51
|
36100
|
Gda
|
3.04
|
1
|
Au
|
Lima 52
|
36101
|
Gda
|
9.25
|
1
|
Au
|
Lima 53
|
36102
|
Gda
|
8.3
|
1
|
Au
|
Lima 54
|
36103
|
Gda
|
2.18
|
1
|
Au
|
Lima 55
|
36104
|
Gda
|
7.36
|
1
|
Au
|
Lima 56
|
36105
|
Gda
|
6.3
|
1
|
Au
|
Lima 57
|
36106
|
Gda
|
10
|
1
|
Au
|
Lima 58
|
36107
|
Gda
|
10
|
1
|
Au
|
Lima 59
|
36108
|
Gda
|
10
|
1
|
Au
|
Lima 60
|
36109
|
Gda
|
10
|
1
|
Au
|
Lima 61
|
36110
|
Gda
|
10
|
1
|
Au
|
Lima 62
|
36111
|
Gda
|
10
|
1
|
Au
|
Lima 63
|
36112
|
Gda
|
10
|
1
|
Au
|
Lima 64
|
36113
|
Gda
|
10
|
1
|
Au
|
Lima 65
|
36114
|
Gda
|
10
|
1
|
Au
|
Lima 66
|
36115
|
Gda
|
10
|
1
|
Au
|
Lima 67
|
36116
|
Gda
|
10
|
1
|
Au
|
Lima 68
|
36117
|
Gda
|
10
|
1
|
Au
|
Lima H
|
10925BM
|
Gda
|
93
|
1
|
As
|
Lima I
|
34052
|
Gda
|
10
|
1
|
Au
|
Lima J
|
34053
|
Gda
|
10
|
1
|
Au
|
Lima K
|
34054
|
Gda
|
10
|
1
|
Au
|
Lima L
|
34055
|
Gda
|
10
|
1
|
Au
|
Lima M
|
30456
|
Gda
|
10
|
1
|
Au
|
Lima N
|
34057
|
Gda
|
10
|
1
|
Au
|
Lima O
|
34058
|
Gda
|
10
|
1
|
Au
|
Lima P
|
34059
|
Gda
|
5
|
1
|
Au
|
Lima Q
|
34060
|
Gda
|
5
|
1
|
Au
|
Lima R
|
34061
|
Gda
|
10
|
1
|
Au
|
Lima S
|
34062
|
Gda
|
10
|
1
|
Au
|
Lima T
|
34063
|
Gda
|
10
|
1
|
Au
|
Lima U
|
34064
|
Gda
|
10
|
1
|
Au
|
Lima V
|
34065
|
Gda
|
10
|
1
|
Au
|
Lima W
|
34066
|
Gda
|
10
|
1
|
Au
|
Lima X
|
34067
|
Gda
|
10
|
1
|
Au
|
Lima1
|
35753
|
Gda
|
8
|
1
|
Au
|
Lima10
|
35762
|
Gda
|
10
|
1
|
Au
|
Lima11
|
35763
|
Gda
|
10
|
1
|
Au
|
Lima12
|
35764
|
Gda
|
10
|
1
|
Au
|
Lima13
|
35765
|
Gda
|
10
|
1
|
Au
|
Lima14
|
35766
|
Gda
|
10
|
1
|
Au
|
Lima15
|
35767
|
Gda
|
10
|
1
|
Au
|
Lima16
|
35768
|
Gda
|
5
|
1
|
Au
|
Lima2
|
35754
|
Gda
|
8
|
1
|
Au
|
Lima3
|
35755
|
Gda
|
10
|
1
|
Au
|
Lima4
|
35756
|
Gda
|
10
|
1
|
Au
|
Lima5
|
35757
|
Gda
|
10
|
1
|
Au
|
Lima6
|
35758
|
Gda
|
10
|
1
|
Au
|
Lima7
|
35759
|
Gda
|
10
|
1
|
Au
|
Lima8
|
35760
|
Gda
|
6
|
1
|
Au
|
Lima9
|
35761
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock A
|
36160
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock A1
|
36176
|
Gda
|
9.7
|
1
|
Au
|
Mbudzane Rock A2
|
36177
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock A3
|
36178
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock A4
|
36179
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock A5
|
36180
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock A6
|
36181
|
Gda
|
3.5
|
1
|
Au
|
Mbudzane Rock B
|
36161
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock B1
|
36182
|
Gda
|
2.25
|
1
|
Au
|
Mbudzane Rock B2
|
36183
|
Gda
|
6.5
|
1
|
Au
|
Mbudzane Rock B3
|
36184
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock B4
|
36185
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock B5
|
36186
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock B6
|
36187
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock B7
|
36188
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock B8
|
36189
|
Gda
|
3.2
|
1
|
Au
|
Mbudzane Rock B9
|
36190
|
Gda
|
6.5
|
1
|
Au
|
Mbudzane Rock C
|
36162
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock C1
|
36191
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock C2
|
36192
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock C3
|
36193
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock C4
|
36194
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock C5
|
36195
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock C6
|
36196
|
Gda
|
2.25
|
1
|
Au
|
Mbudzane Rock C7
|
36197
|
Gda
|
6
|
1
|
Au
|
Mbudzane Rock C8
|
36198
|
Gda
|
9.4
|
1
|
Au
|
Mbudzane Rock C9
|
36199
|
Gda
|
9.4
|
1
|
Au
|
Mbudzane Rock D
|
36163
|
Gda
|
6.13
|
1
|
Au
|
Mbudzane Rock D1
|
36200
|
Gda
|
9.4
|
1
|
Au
|
Mbudzane Rock D2
|
36201
|
Gda
|
9.4
|
1
|
Au
|
Mbudzane Rock D3
|
36202
|
Gda
|
9.17
|
1
|
Au
|
Mbudzane Rock E
|
36164
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock F
|
36165
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock G
|
36166
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock H
|
36167
|
Gda
|
5.83
|
1
|
Au
|
Mbudzane Rock I
|
36168
|
Gda
|
2.5
|
1
|
Au
|
Mbudzane Rock J
|
36169
|
Gda
|
3.45
|
1
|
Au
|
Mbudzane Rock K
|
36170
|
Gda
|
5.1
|
1
|
Au
|
Mbudzane Rock L
|
36171
|
Gda
|
8
|
1
|
Au
|
Mbudzane Rock M
|
36172
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock N
|
36173
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock O
|
36174
|
Gda
|
10
|
1
|
Au
|
Mbudzane Rock P
|
36175
|
Gda
|
6.23
|
1
|
Au
|
OQUEIL
|
35928
|
Gda
|
1
|
1
|
Au
|
OQUEIL 1
|
35929
|
Gda
|
2.5
|
1
|
Au
|
OQUEIL 10
|
35938
|
Gda
|
10
|
1
|
Au
|
OQUEIL 11
|
35939
|
Gda
|
6
|
1
|
Au
|
OQUEIL 12
|
35940
|
Gda
|
10
|
1
|
Au
|
OQUEIL 13
|
35941
|
Gda
|
10
|
1
|
Au
|
OQUEIL 14
|
35942
|
Gda
|
9
|
1
|
Au
|
OQUEIL 15
|
35943
|
Gda
|
3
|
1
|
Au
|
OQUEIL 16
|
35944
|
Gda
|
9
|
1
|
Au
|
OQUEIL 17
|
35945
|
Gda
|
10
|
1
|
Au
|
OQUEIL 18
|
35946
|
Gda
|
10
|
1
|
Au
|
OQUEIL 19
|
35947
|
Gda
|
2.5
|
1
|
Au
|
OQUEIL 2
|
35930
|
Gda
|
5
|
1
|
Au
|
OQUEIL 20
|
35948
|
Gda
|
10
|
1
|
Au
|
OQUEIL 21
|
35949
|
Gda
|
10
|
1
|
Au
|
OQUEIL 22
|
35950
|
Gda
|
8
|
1
|
Au
|
OQUEIL 23
|
35951
|
Gda
|
3
|
1
|
Au
|
OQUEIL 24
|
35952
|
Gda
|
8
|
1
|
Au
|
OQUEIL 25
|
35953
|
Gda
|
10
|
1
|
Au
|
OQUEIL 26
|
35954
|
Gda
|
7
|
1
|
Au
|
OQUEIL 27
|
35955
|
Gda
|
4
|
1
|
Au
|
OQUEIL 28
|
35956
|
Gda
|
10
|
1
|
Au
|
OQUEIL 29
|
35957
|
Gda
|
8
|
1
|
Au
|
OQUEIL 3
|
35931
|
Gda
|
3
|
1
|
Au
|
OQUEIL 30
|
35958
|
Gda
|
7
|
1
|
Au
|
OQUEIL 31
|
35959
|
Gda
|
10
|
1
|
Au
|
OQUEIL 32
|
35960
|
Gda
|
7
|
1
|
Au
|
OQUEIL 33
|
35961
|
Gda
|
6
|
1
|
Au
|
OQUEIL 34
|
35962
|
Gda
|
8
|
1
|
Au
|
OQUEIL 35
|
35963
|
Gda
|
4
|
1
|
Au
|
OQUEIL 4
|
35932
|
Gda
|
9
|
1
|
Au
|
OQUEIL 5
|
35933
|
Gda
|
10
|
1
|
Au
|
OQUEIL 6
|
35934
|
Gda
|
10
|
1
|
Au
|
OQUEIL 7
|
35935
|
Gda
|
10
|
1
|
Au
|
OQUEIL 8
|
35936
|
Gda
|
10
|
1
|
Au
|
OQUEIL 9
|
35937
|
Gda
|
10
|
1
|
Au
|
Sabiwa 10
|
10894BM
|
Gda
|
136
|
1
|
As
|
Sabiwa 11
|
10895BM
|
Gda
|
99
|
1
|
As
|
Sabiwa 12
|
10896BM
|
Gda
|
115
|
1
|
As
|
Sabiwa 13
|
10922BM
|
Gda
|
68
|
1
|
As
|
Sabiwa 14
|
10923BM
|
Gda
|
93
|
1
|
As
|
Sabiwa 2
|
GA513
|
Gda
|
5
|
1
|
Au
|
Sabiwa 3
|
9628BM
|
Gda
|
15
|
1
|
Cu
|
Sabiwa 4
|
10049BM
|
Gda
|
20
|
1
|
Cu
|
Sabiwa D B
|
GA281
|
Gda
|
10
|
1
|
Au
|
Sabiwa East
|
10050BM
|
Gda
|
20
|
1
|
Cu
|
Sabiwa North 1/2
|
25610
|
Gda
|
7
|
1
|
Au
|
Sabiwa South 1/2
|
1978
|
Gda
|
6
|
1
|
Au
|
Sheet
|
35628
|
Gda
|
10
|
1
|
Au
|
Sheet
|
34747
|
Gda
|
9.2
|
1
|
Au
|
Sheet 1
|
35629
|
Gda
|
10
|
1
|
Au
|
Sheet 10
|
35638
|
Gda
|
10
|
1
|
Au
|
Sheet 11
|
35639
|
Gda
|
5
|
1
|
Au
|
Sheet 2
|
35630
|
Gda
|
10
|
1
|
Au
|
Sheet 2
|
GA341
|
Gda
|
9
|
1
|
Au
|
Sheet 3
|
35631
|
Gda
|
10
|
1
|
Au
|
Sheet 3
|
9629BM
|
Gda
|
14
|
1
|
Cu
|
Sheet 4
|
35632
|
Gda
|
10
|
1
|
Au
|
Sheet 5
|
35633
|
Gda
|
10
|
1
|
Au
|
Sheet 6
|
35634
|
Gda
|
10
|
1
|
Au
|
Sheet 7
|
35635
|
Gda
|
10
|
1
|
Au
|
Sheet 8
|
35636
|
Gda
|
10
|
1
|
Au
|
Sheet 9
|
35637
|
Gda
|
10
|
1
|
Au
|
Sheet A
|
34744
|
Gda
|
7.5
|
1
|
Au
|
Sheet B
|
34751
|
Gda
|
1
|
1
|
Au
|
Sheet North A
|
34748
|
Gda
|
9.2
|
1
|
Au
|
Sheet North B
|
34749
|
Gda
|
9.2
|
1
|
Au
|
Sheet North C
|
34750
|
Gda
|
2.99
|
1
|
Au
|
Sheet North D
|
34856
|
Gda
|
2.45
|
1
|
Au
|
Valentine 37
|
GA2767B
|
Gda
|
7.6
|
1
|
Au
|
Valentine 38
|
GA2768
|
Gda
|
8
|
1
|
Au
|
Valentine 39
|
GA2769
|
Gda
|
10
|
1
|
Au
|
Valentine 40
|
GA2770
|
Gda
|
10
|
1
|
Au
|
Valentine 41
|
GA2771
|
Gda
|
10
|
1
|
Au
|
Valentine 42
|
GA2772
|
Gda
|
7
|
1
|
Au
|
Valentine 43
|
GA2773
|
Gda
|
4
|
1
|
Au
|
Valentine 44
|
GA2774
|
Gda
|
10
|
1
|
Au
|
Valentine 45
|
GA2775
|
Gda
|
10
|
1
|
Au
|
Valentine 46
|
GA2776
|
Gda
|
10
|
1
|
Au
|
Valentine 47
|
GA2777
|
Gda
|
10
|
1
|
Au
|
Valentine 48
|
GA2778
|
Gda
|
10
|
1
|
Au
|
Valentine 49
|
GA2779
|
Gda
|
10
|
1
|
Au
|
Valentine 50
|
GA2780
|
Gda
|
10
|
1
|
Au
|
Valentine 51
|
GA2781
|
Gda
|
10
|
1
|
Au
|
Valentine 52
|
GA2782
|
Gda
|
10
|
1
|
Au
|
Valentine 53
|
GA2783
|
Gda
|
10
|
1
|
Au
|
Valentine 54
|
GA2784
|
Gda
|
10
|
1
|
Au
|
Valentine 55
|
GA2785
|
Gda
|
10
|
1
|
Au
|
Valentine 56
|
GA2786
|
Gda
|
10
|
1
|
Au
|
Valentine 57
|
GA2787
|
Gda
|
10
|
1
|
Au
|
Valentine 58
|
GA2788
|
Gda
|
10
|
1
|
Au
|
Valentine 59
|
GA2789
|
Gda
|
10
|
1
|
Au
|
Valentine 60
|
GA2790
|
Gda
|
10
|
1
|
Au
|
Valentine 61
|
GA2791
|
Gda
|
10
|
1
|
Au
|
Valentine 62
|
GA2792
|
Gda
|
4
|
1
|
Au
|
Valentine 63
|
GA2994
|
Gda
|
10
|
1
|
Au
|
Valentine 64
|
GA2995
|
Gda
|
10
|
1
|
Au
|
Valentine 65
|
GA2996
|
Gda
|
10
|
1
|
Au
|
Smiler Gold Dump
|
32939
|
Gda
|
10
|
1
|
Au
|
Site Cemetry
|
577
|
Gda
|
2
|
1
|
Site
|
Site Compound
|
701
|
Gda
|
10
|
1
|
Site
|
Site Compound
|
575
|
Gda
|
17
|
1
|
Site
|
Site Compound
|
574
|
Gda
|
7
|
1
|
Site
|
Site Dump
|
646
|
Gda
|
18
|
1
|
Site
|
Site Housing
|
573
|
Gda
|
23
|
1
|
Site
|
Site Housing
|
645
|
Gda
|
8
|
1
|
Site
|
Site Magazine
|
578
|
Gda
|
29
|
1
|
Site
|
Site Slimes
|
613
|
Gda
|
28
|
1
|
Site
|
Total
|
2,883.57
|
256
|
Name
|
Reg No.
|
Area
|
No. of Claims
|
No. of Blocks
|
Type
|
Abercorn 11
|
11269BM
|
Gda
|
66
|
1
|
Arsenic
|
Abercorn
|
33251
|
Gda
|
10
|
1
|
Gold Dump
|
Great Abercorn
|
10602BM
|
Gda
|
150
|
1
|
Tungsten
|
Annette 10
|
GA3259
|
Gda
|
8
|
1
|
Gold Reef
|
Annette 11
|
GA3260
|
Gda
|
8
|
1
|
Gold Reef
|
Annette 9
|
GA3258
|
Gda
|
8
|
1
|
Gold Reef
|
Banshee J
|
11093BM
|
Gda
|
135
|
1
|
Arsenic
|
Bunny's Luck
|
10443BM
|
Gda
|
25
|
1
|
Copper
|
Bunny's Luck E1
|
10445BM
|
Gda
|
25
|
1
|
Copper
|
Bunny's Luck E2
|
10446BM
|
Gda
|
25
|
1
|
Copper
|
Bunny's Luck E3
|
10447BM
|
Gda
|
25
|
1
|
Copper
|
Bunny's Luck E4
|
10448BM
|
Gda
|
25
|
1
|
Copper
|
Bunny's Luck East
|
10444BM
|
Gda
|
25
|
1
|
Copper
|
Cinderella
|
11122BM
|
Gda
|
4
|
1
|
Arsenic
|
Cinderella B
|
10824BM
|
Gda
|
128
|
1
|
Arsenic
|
Cinderella C
|
10825BM
|
Gda
|
137
|
1
|
Arsenic
|
Cinderella D
|
10826BM
|
Gda
|
146
|
1
|
Arsenic
|
Cinderella E
|
11123BM
|
Gda
|
13
|
1
|
Arsenic
|
Dan's Luck East
|
GA537BM
|
Gda
|
88
|
1
|
Arsenic
|
Dan's Luck N2
|
GA3769B
|
Gda
|
8
|
1
|
Gold Reef
|
Dan's Luck North
|
11268BM
|
Gda
|
27
|
1
|
Arsenic
|
Dan's Luck South
|
GA538BM
|
Gda
|
20
|
1
|
Arsenic
|
Gum 1
|
GA3060
|
Gda
|
6
|
1
|
Gold reef
|
Gum 2
|
GA3061
|
Gda
|
6
|
1
|
Gold reef
|
Lincoln
|
30548
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon
|
34519
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon 7
|
34520
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon C
|
34795
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon D
|
34796
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon E
|
34797
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon F
|
34798
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon G
|
34799
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon H
|
34800
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon I
|
34801
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon J
|
34802
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon K
|
34803
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon L
|
34804
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon M
|
34805
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon N
|
34806
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon O
|
34913
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon P
|
34914
|
Gda
|
9
|
1
|
Gold Reef
|
Rubicon Q
|
34915
|
Gda
|
8
|
1
|
Gold Reef
|
Rubicon R
|
34916
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon S
|
34917
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon T
|
34918
|
Gda
|
7
|
1
|
Gold Reef
|
Rubicon U
|
34919
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon V
|
34920
|
Gda
|
10
|
1
|
Gold Reef
|
Rubicon W
|
34921
|
Gda
|
6
|
1
|
Gold Reef
|
Shakeshake
|
10625BM
|
Gda
|
108
|
1
|
Nickel
|
Shakeshake 2
|
10626BM
|
Gda
|
108
|
1
|
Nickel
|
Shakeshake 3
|
10627BM
|
Gda
|
72
|
1
|
Nickel
|
Spruit
|
10623BM
|
Gda
|
81
|
1
|
Nickel
|
Spruit 2
|
10624BM
|
Gda
|
81
|
1
|
Nickel
|
Spruit 4
|
GA532BM
|
Gda
|
50
|
1
|
Nickel
|
Spruit 5
|
GA533BM
|
Gda
|
110
|
1
|
Nickel
|
Spruit 6
|
GA534BM
|
Gda
|
66
|
1
|
Nickel
|
Surprise
|
10628BM
|
Gda
|
95
|
1
|
Nickel
|
Surprise 2
|
10629BM
|
Gda
|
101
|
1
|
Nickel
|
Mazeppa
|
32769
|
Gda
|
3
|
1
|
Gold Dump
|
Dan's Luck
|
32776
|
Gda
|
10
|
1
|
Gold Dump
|
Will South
|
33143
|
Gda
|
5
|
1
|
Gold Dump
|
Total
|
2,238.00
|
61
|
Name
|
Reg No.
|
Area
|
No. of Claims
|
No. of Blocks
|
Type
|
GG
|
GA651
|
Gda
|
10
|
1
|
Gold Reef
|
GG 10
|
GA3772
|
Gda
|
4.9
|
1
|
Gold Reef
|
GG 11
|
GA3773
|
Gda
|
10
|
1
|
Gold Reef
|
GG 12
|
GA3774
|
Gda
|
8
|
1
|
Gold Reef
|
GG 13
|
GA3775
|
Gda
|
4
|
1
|
Gold Reef
|
GG 7
|
GA3769
|
Gda
|
10
|
1
|
Gold Reef
|
GG 8
|
GA3770
|
Gda
|
7
|
1
|
Gold Reef
|
GG 9
|
GA3771
|
Gda
|
9
|
1
|
Gold Reef
|
GG2
|
GA942
|
Gda
|
10
|
1
|
Gold Reef
|
GG3
|
GA943
|
Gda
|
10
|
1
|
Gold Reef
|
GG4
|
GA944
|
Gda
|
10
|
1
|
Gold Reef
|
GG5
|
GA945
|
Gda
|
10
|
1
|
Gold Reef
|
GG6
|
GA946
|
Gda
|
10
|
1
|
Gold Reef
|
GGA
|
GA947
|
Gda
|
10
|
1
|
Gold Reef
|
GGB
|
GA948
|
Gda
|
10
|
1
|
Gold Reef
|
GGC
|
GA949
|
Gda
|
10
|
1
|
Gold Reef
|
GGD
|
GA950
|
Gda
|
10
|
1
|
Gold Reef
|
GGE
|
GA951
|
Gda
|
10
|
1
|
Gold Reef
|
Mascot
|
GA 583
|
Gda
|
10
|
1
|
Gold Reef
|
Mascot 2
|
29657
|
Gda
|
10
|
1
|
Gold Reef
|
Mascot 5
|
32756
|
Gda
|
10
|
1
|
Gold Reef
|
Penzance North
|
11264BM
|
Gda
|
40
|
1
|
Arsenic
|
Penzance S2
|
11265BM
|
Gda
|
35
|
1
|
Arsenic
|
Penzance South
|
8838BM
|
Gda
|
24
|
1
|
Copper
|
Eagle 16
|
11266BM
|
Gda
|
51
|
1
|
Arsenic
|
Eagle Hawk
|
30544
|
Gda
|
10
|
1
|
Gold reef
|
Vulture
|
5031
|
Gda
|
10
|
1
|
Gold Reef
|
Vulture Dble Bank
|
8106
|
Gda
|
10
|
1
|
Gold Reef
|
Site
|
649
|
Gda
|
4
|
1
|
W/shop, water
|
Site
|
512
|
Gda
|
1
|
1
|
Water
|
Site
|
607
|
Gda
|
1
|
1
|
Water
|
Site
|
608
|
Gda
|
1
|
1
|
Water
|
Site
|
609
|
Gda
|
1
|
1
|
Water
|
Site
|
610
|
Gda
|
1
|
1
|
Water
|
Total
|
381.90
|
34
|
· | 1.5 – 2.0% NSR. Blanket owns the claims totally. |
Form:
|
The Rights Plan is an agreement dated December 5, 2013 between Caledonia and Computershare Investor Services Inc. (the "
Rights Agent
").
|
Rights:
|
One Right is issued for each common share. Initially, the Rights are attached to and trade with the common shares and have an artificial exercise price in excess of the market price. Rights are not exercisable before the Separation Time (described below).
|
Amendments:
|
After the effective date of the Rights Plan, all substantive amendments can only be made with shareholder approval.
|
Expiration:
|
The Rights Plan expires unless approved by Caledonia's shareholders on or before the third anniversary of the date of the last shareholder approval of the Rights Plan.
|
No
|
Clause
|
Page No
|
1
|
DEFINITIONS
|
1
|
2
|
BACKGROUND
|
2
|
3
|
CONDITIONS PRECEDENT
|
2
|
4
|
SUBSCRIPTION
|
3
|
5
|
PRICE AND PAYMENT
|
3
|
6
|
FUNDING
|
4
|
7
|
DIRECTORS
|
5
|
8
|
MANAGEMENT
|
6
|
9
|
CONFIDENTIALITY
|
6
|
10
|
SUPPORT
|
7
|
11
|
DOMICILIUM CITANDI ET EXECUTANDI
|
7
|
12
|
BREACH AND TERMINATION
|
8
|
13
|
ARBITRATION
|
9
|
14
|
GOVERNING LAW AND JURISDICTION
|
10
|
15
|
INTERPRETATION
|
11
|
16
|
GENERAL
|
11
|
17
|
COSTS
|
12
|
18
|
WARRANTY
|
12
|
SCHEDULE 1
|
THE MANAGEMENT AGREEMENT
|
1.1
|
Agreement
|
means this subscription agreement and
Schedule 1
hereto;
|
1.2
|
Auditors
|
means the Company’s auditors as at the Signature Date or failing that, at the election of the board of directors of the Company, Deloitte, KPMG or Ernst & Young;
|
1.3
|
Business Day
|
means any day that is not a Saturday, Sunday or public holiday in Zimbabwe;
|
1.4
|
Closing Date
|
means the 5
th
(fifth) Business Day after the fulfilment of the suspensive conditions in
clause
3;
|
1.5
|
Directors
|
means the directors of the Company from time to time appointed in accordance with
clause
7;
|
1.6
|
Indigenisation
|
means the process and objectives contemplated in the Indigenisation Act and the Regulations;
|
1.7
|
Indigenisation Act
|
means the Indigenisation and Economic Empowerment Act [
Chapter 14.33
];
|
1.8
|
Interest
|
means interest calculated monthly in arrears at 10 (ten) percentage points above the 12 (twelve) month London InterBank Offered Rate published by Thomson Reuters from time to time;
|
1.9
|
Loan Account
|
means the loan account to be opened in the Subscriber's name in the books of the Company;
|
1.10
|
MOU
|
means the memorandum of understanding concluded by Caledonia Mining Corporation, CHZ, the Company, and the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe on 20 February 2012;
|
1.11
|
Parties
|
means CHZ, the Company, and the Subscriber and "Party" means any one of them, as the context may indicate;
|
1.12
|
Regulations
|
means the Indigenisation and Economic Empowerment (General) Regulations, 2010;
|
1.13
|
Signature Date
|
means the date of signature of this Agreement by the Party last in time to do so;
|
1.14
|
Subscription Price
|
means the subscription price for the Subscription Shares as set out in
clause
5.1
; and
|
1.15
|
Subscription Shares
|
means 6,848,000 (six million eight hundred and forty eight thousand) “A” class shares representing 16% (sixteen percent) of the issued share capital of the Company after the implementation of the transactions envisaged in the MOU.
|
2.1
|
CHZ and the Company have agreed to the Indigenisation of the Company in accordance with the provisions of the MOU.
|
2.2
|
In terms of the MOU, the Company is required to issue the Subscription Shares to the Subscriber.
|
2.3
|
The Parties wish to record the terms on which the Subscriber will subscribe for the Subscription Shares.
|
3.1
|
The implementation of this Agreement is, save for the provisions of
clauses
1
,
3
and
9
to
18
, inclusive, which will be of immediate force and effect, subject to:
|
3.1.1
|
receipt by CHZ and the Company of written confirmation from the Ministry of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe that the implementation of this Agreement and the other transactions envisaged in the MOU constitutes compliance by CHZ and the Company with the requirements of the Indigenisation Act and the Regulations;
|
3.1.2
|
receipt by CHZ and the Company of the approvals, to the extent certified in writing by the Auditors to be required by law, by the Reserve Bank of Zimbabwe of the transactions contemplated in the MOU and any related transactions and/or corporate re-organisation required to give effect to the Indigenisation by CHZ of the Company; and
|
3.1.3
|
receipt by CHZ and the Company of written confirmation of the unconditional withdrawal by the Zimbabwe Ministry of Mines and Mining Development of the letter sent by it to the Company dated 13 December 2011 requiring the Company to reach agreement with the Zimbabwean Mining Development Corporation regarding the Indigenisation of the Company.
|
3.2
|
The Parties shall use all commercially reasonable endeavours to procure the fulfilment of the conditions precedent stipulated in
clause
3.1
.
|
3.3
|
The conditions in
clause
3.1
above are stipulated for the benefit of CHZ and CHZ may waive any one or all of those conditions by way of written notice to the Subscriber.
|
3.4
|
In the event of the conditions stipulated in
clause
3.1
not being fulfilled or waived on or before 30 September 2012, or on or before such later date as CHZ and the Company may agree upon in writing, this Agreement shall lapse and shall be of no further force or effect and no Party shall have any claim against the other Parties arising from the provisions of this Agreement or the termination thereof.
|
4.1
|
The Subscriber hereby subscribes for the Subscription Shares.
|
4.2
|
The Company hereby accepts the subscription for the Subscription Shares as set out in
clause
4.1
, and undertakes to allot and issue the Subscription Shares to the Subscriber on the Closing Date.
|
5.1
|
The Subscription Price for the Subscription Shares shall be the sum of US$ 11,742,439.02 (eleven million seven hundred and forty two thousand four hundred and thirty nine US Dollars and two cents), which amount shall be debited to the Loan Account which shall:
|
5.1.1
|
bear compound Interest from the Closing Date to the date of repayment, both dates inclusive; and
|
5.1.2
|
be paid in instalments on the date of payment of dividends by the Company from time to time, in an amount equal to 80% (eighty percent) of the dividends payable to the Subscriber, after deduction of withholding or any other taxes, in respect of the Subscription Shares. Each such payment shall be credited to the Loan Account in part settlement of Interest in the first instance and thereafter in settlement of capital owing in respect of the Subscription Price. Such payments shall cease once the Loan Account has been settled.
|
5.2
|
The remaining 20% (twenty percent) of the dividends payable to the Subscriber shall be paid by the Company to the Subscriber after deduction of any Zimbabwean withholding or other tax or levies that may be applicable on the full amount of dividends declared by the Company.
|
5.3
|
The Subscriber hereby irrevocably authorises the Company to apply dividends declared and becoming due for payment to the Subscriber, in the manner set out in
clause
5.1.2
.
|
5.4
|
The Subscriber shall be entitled to transfer the Subscription Shares to any party provided that:
|
5.4.1
|
the Company shall not register the transfer of the Subscription Shares unless the transferee acknowledges in writing to the Company that those shares are subject to the dividend rights in
clause
5.1.2
; and
|
5.4.2
|
any transfer of the Subscription Shares will not result in non-compliance by CHZ or the Company with the requirements of the Indigenisation Act and the Regulations.
|
5.5
|
The amount due in respect of the Subscription Price and Interest shall be payable free of any deduction or set off and any taxes that may be levied thereon, which shall be for the account of the Subscriber.
|
6.1
|
If the Directors should at any time resolve to call on the shareholders of the Company to advance capital to the Company, either by way of share capital or loans, the Subscriber shall advance such capital
pro rata
to its shareholding in the Company at the date on which the Directors determine that the capital is required.
|
6.1.1
|
If the Subscriber is unable or unwilling to provide the capital required in terms of
clause
6.1
, then it shall notify the Company in writing to that effect within 30 (thirty) days of the date on which it is advised in writing (“the Finance Date”) by the Company that capital is required from it.
|
6.1.2
|
If the Company should receive a notice contemplated in
clause
6.1.1
, or if the Subscriber should fail to give a notice as contemplated in
clause
6.1.1
and should fail to comply with its obligation to advance capital to the Company in terms of this
clause
6.1
within 90 (ninety) days from the Finance Date, and if CHZ is prepared to provide the amount of the finance which the Subscriber was required to advance to the Company, then CHZ shall notify the Company in writing to that effect within 10 (ten) Business Days of receipt of the notice referred to in
clause
6.1.1
, or of failure by the Subscriber to advance capital as required in terms of this
clause
6.1
.
|
6.2
|
If the Subscriber is called upon to advance an amount to the Company in terms of
clause
6.1
above, and if the Subscriber has declined or, as the case may be, failed to comply with such request in accordance with the provisions of
clauses
6.1.1
and
6.1.2
, then, if it shall have exercised the right to advance to the Company the amount which the Subscriber has declined to advance, CHZ shall have the right, to call upon the Subscriber to sell to it such number of shares at par as shall, after transfer thereof into the name of CHZ, result in CHZ holding such percentage of the issued voting capital of the Company as shall be equal to the percentage which the aggregate of loan capital and share capital contributed by CHZ to the Company constitutes of the total capital contributed by all shareholders by way of share capital and loan capital.
|
7.1
|
The board of Directors shall be comprised of a minimum of 8 (eight) Directors.
|
7.2
|
The Parties agree that:
|
7.2.1
|
the Subscriber shall be entitled to appoint 1 (one) Director who shall be acceptable to the majority of the board of directors of the Company whose acceptance shall not be unreasonably withheld; and
|
7.2.2
|
CHZ shall be entitled to appoint 4 (four) Directors.
|
7.3
|
The Subscriber and CHZ shall have the right, from time to time, by notice in writing to the Company, to remove a Director nominated by it in terms of
clause
7.1
as a Director and to nominate, in accordance with
clause
7.2
another person in the place of the Director so removed.
|
9.1
|
All communications between the Parties and all information and other materials supplied to or received by a Party from any of the other Parties which relates in any way to this Agreement and to the Company shall be kept confidential by the Parties unless or until the relevant Party can reasonably demonstrate that:
|
9.1.1
|
any such communication, information or material is, or part of it is, in the public domain through no fault of its own; or
|
9.1.2
|
any such communication, information or material has been lawfully obtained from any third party; or
|
9.1.3
|
the information is already lawfully known to the relevant Party at the time that Party receives such information; or
|
9.1.4
|
the relevant Party is obliged by law to disclose such information,
|
9.2
|
The Parties shall use their best endeavours to procure the observance of these restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information by ensuring that only they themselves and such of their employees, agents or consultants whose duties will require them to possess any of such information shall have access to such information, and will be instructed to treat the same as confidential.
|
9.3
|
The obligation contained in this
clause
9
shall endure, even after the termination of this Agreement, without limit in point of time, except and until such confidential information falls within any of the provisions of
clauses
9.1.1
to
9.1.4
, and shall be subject to the Company's confidentiality regime at the Signature Date.
|
11.1
|
Each Party chooses the address set out opposite its name below as its
domicilium citandi et executandi
at which all notices, legal processes and other communications must be delivered for the purposes of this Agreement:
|
11.1.1
|
the Subscriber |
12
th
Floor, Social Security Centre
cnr Sam Nujoma Street & Julius Nyerere Way
Harare
Zimbabwe
Fax: +263 4 750 139
Email:
chapfikadvd@yahoo.co.uk
,
wgwatiringa@nieeb.co.zw
and
endhlovu@nieeb.co.zw
[For attention: Mr David Chapfika – Chairman
NIEEB and Mr Wilson Gwatiringa – Chief Executive
Officer [NIEEB]
|
11.1.2
|
the Company |
6
th
Floor Red Bridge NE
Eastgate
3
rd
Street and R. Mugabe Road
Harare
Zimbabwe
Fax: 263 284 23193
Email:
CMangezi@blanketmine.com
[For attention: Mr. Caxton Mangezi]
|
11.1.3
|
CHZ |
6
th
Floor Red Bridge NE
Eastgate
3
rd
Street and R Mugabe Road
Harare
Zimbabwe
Fax: +27 11 447 2554
Email:
SCurtis@greenstone.co.za
[For attention: Mr. Steve Curtis]
|
11.2
|
Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing, and delivered by hand or sent or transmitted by registered post, telefax or by email.
|
11.3
|
Each Party may by written notice to the other Parties change its chosen address and/or its chosen telefax number and/or its email address to another physical address, telefax number or email, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.
|
11.4
|
Any notice to a Party:
|
11.4.1
|
sent by prepaid registered post to it at its chosen address;
|
11.4.2
|
delivered by hand to a responsible person during ordinary business hours at its chosen address;
|
11.4.3
|
transmitted during ordinary office hours by facsimile to its chosen telefax number; or
|
11.4.4
|
transmitted during ordinary office hours by email to its chosen email address,
|
12.1
|
Should a Party (“the Defaulting Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 14 (fourteen) days from the date of written notice from any other Party to this Agreement (“the Aggrieved Party”) calling upon it to do so, the Aggrieved Party shall have the right, without prejudice to any other rights available in law, either:
|
12.1.1
|
if the breach complained of can be fully remedied by the payment of money, to take whatever action may be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such breach; or
|
12.1.2
|
if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of
clause
12.1.1
is not made to the Aggrieved Party within 7 (seven) days of the date of determination through arbitration or legal process of the amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement,
|
12.2
|
The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default.
|
12.3
|
Without limiting the generality of this
clause
12
, if at any time it is or becomes unlawful for the Company to perform or comply with any or all of its obligations under this Agreement or any of its obligations under this Agreement are not or cease to be legal, valid, binding and enforceable, the Company shall be entitled, without prejudice to any other rights or remedies which it may have under this Agreement or otherwise, by written notice to the Subscriber, to claim immediate payment of the balance of the Subscription Price and all Interest accrued in terms thereof regardless of whether or not such amounts are then otherwise due and payable.
|
12.4
|
Should the Company terminate this Agreement in the circumstances contemplated in this
clause
12
, the Company shall have the right, exercisable by written notice given to the Subscriber to purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors less any amounts owed by the Subscriber to the Company in terms of
clause
5.1
.
|
13.1
|
Any dispute arising out of this Agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration in accordance with the provisions of the First Schedule to the Arbitration Act, 6 of 1996, (for the purpose of this
clause
13
, ("the Act"). Such arbitration shall be held in Harare unless otherwise agreed and shall be held in a summary manner with a view to it being completed as soon as possible.
|
13.2
|
There shall be one arbitrator, who shall be, if the question in issue is:
|
13.2.1
|
primarily an accounting matter, an independent chartered accountant of not less than 10 (ten) years' standing;
|
13.2.2
|
primarily a legal matter, a practising Senior Counsel or commercial attorney of not less than 10 (ten) years' standing; and
|
13.2.3
|
any other matter, a suitably qualified independent person.
|
13.3
|
The appointment of the arbitrator shall be agreed upon between the Parties, but failing agreement between them within a period of 14 (fourteen) days after the arbitration has been demanded by a Party by notice in writing to the others, a Party shall be entitled to request the Commercial Arbitration Centre in Harare to make the appointment.
|
13.4
|
The arbitrator shall have the powers conferred upon an arbitrator under the Act.
|
13.5
|
A Party shall have the right to appeal against the decision of the arbitrator in accordance with the Act. The decision resulting from such appeal shall be final and binding on the Parties, and may be made an order of any court of competent jurisdiction. The Parties hereby submit to the jurisdiction of the High Court of Zimbabwe sitting at Harare should a Party wish to make the arbitrator's decision an order of Court.
|
13.6
|
The fact that any dispute has been referred to or is the subject of arbitration in terms of this
clause
13
, as well as any information submitted or furnished to the arbitrators or in any other manner forming part of the record of any arbitration proceedings, shall be kept confidential by the parties to such arbitration proceedings, and the parties to such proceedings shall use their reasonable endeavours to procure that all their employees, agents or advisers who are involved in or who obtain knowledge of any confidential information disclosed during such proceedings, shall be made aware of, and shall undertake in writing to be bound by, and to comply with, the provisions of this
clause
13
.
|
14.1
|
The interpretation of this Agreement shall be governed by the law of Zimbabwe in all respects.
|
14.2
|
Any Party shall be entitled to institute all or any proceedings against any of the other Parties in connection with this Agreement in the High Court of Zimbabwe sitting at Harare.
|
15.1
|
In this Agreement, unless the context requires otherwise:
|
15.1.1
|
words importing any one gender shall include the other 2 (two) genders;
|
15.1.2
|
the singular shall include the plural and
vice versa
; and
|
15.1.3
|
a reference to natural persons shall include created entities (corporate or unincorporated) and
vice versa
.
|
15.2
|
In this Agreement, the headings have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
|
15.3
|
If anything in a definition is a substantive provision conferring rights or imposing obligations on anyone, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
|
16.1
|
This Agreement contains the entire agreement between the Parties as to the subject matter hereof.
|
16.2
|
No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.
|
16.3
|
No failure by a Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
|
16.4
|
No agreement to vary, add to, or cancel this Agreement shall be of any force or effect unless reduced to writing and signed on behalf of all of the Parties to this Agreement.
|
16.5
|
No Party may cede any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties to this Agreement.
|
16.6
|
This Agreement may be signed in counterparts, in which event the originals together will constitute the entire agreement between the Parties.
|
For and on behalf of:
|
NATIONAL INDIGENISATION ECONOMIC EMPOWERMENT FUND
______________________________
Signatory:
D. Chapfika
Capacity: Chairman NIEEB
Authority: Board Resolution
|
Witness:
|
______________________________
Name:
|
For:
|
BLANKET MINE (1983) (PRIVATE) LIMITED
____________________________________
Signatory:
S.R. Curtis
Capacity: Director
Authority: Board Resolution
|
Witness:
|
______________________________
Name:
|
For:
|
CALEDONIA HOLDINGS ZIMBABWE (PRIVATE) LIMITED
_________________________________
Signatory:
S.E. Hayden
Capacity: Director
Authority: Board Resolution
|
Witness:
|
______________________________
Name:
|
No
|
Clause
|
Page No
|
1
|
DEFINITIONS
|
1
|
2
|
BACKGROUND
|
2
|
3
|
CONDITIONS PRECEDENT
|
2
|
4
|
SUBSCRIPTION
|
3
|
5
|
PRICE AND PAYMENT
|
3
|
6
|
FUNDING
|
4
|
7
|
DIRECTORS
|
5
|
8
|
MANAGEMENT OF THE COMPANY
|
5
|
9
|
CONFIDENTIALITY
|
6
|
10
|
SUPPORT
|
6
|
11
|
DOMICILIUM CITANDI ET EXECUTANDI
|
7
|
12
|
BREACH AND TERMINATION
|
8
|
13
|
ARBITRATION
|
9
|
14
|
GOVERNING LAW AND JURISDICTION
|
10
|
15
|
INTERPRETATION
|
10
|
16
|
GENERAL
|
11
|
17
|
COSTS
|
11
|
18
|
WARRANTY |
12
|
1.1
|
Agreement
|
means this subscription agreement;
|
1.2
|
Auditors
|
means the Company’s auditors as at the Signature Date or failing that, at the election of the board of directors of the Company, Deloitte, KPMG or Ernst & Young;
|
1.3
|
Business Day
|
means any day that is not a Saturday, Sunday or public holiday in Zimbabwe;
|
1.4
|
Closing Date
|
means the 5
th
(fifth) Business Day after the fulfilment of the suspensive conditions in
clause
3
;
|
1.5
|
Directors
|
means the directors of the Company from time to time appointed in accordance with
clause
7
;
|
1.6
|
Indigenisation
|
means the process and objectives contemplated in the Indigenisation Act and the Regulations;
|
1.7
|
Indigenisation Act
|
means the Indigenisation and Economic Empowerment Act [
Chapter 14.33
];
|
1.8
|
Interest
|
means interest calculated monthly in arrears at 10 (ten) percentage points above the 12 month LIBOR base rate published by REUTERS from time to time;
|
1.9
|
Loan Account
|
means the loan account to be opened in the Subscriber's name in the books of the Company;
|
1.10
|
MOU
|
means the memorandum of understanding concluded and signed by Caledonia Mining Corporation, CHZ, the Company, and the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe on 20 February 2012;
|
1.11
|
Parties
|
means CHZ, the Company, and the Subscriber and "Party" means any one of them, as the context may indicate;
|
1.12
|
Regulations
|
means the Indigenisation and Economic Empowerment (General) Regulations, 2010;
|
1.13
|
Signature Date
|
means the date of signature of this Agreement by the Party last in time to do so;
|
1.14
|
Subscription Price
|
means the subscription price for the Subscription Shares as set out in
clause
5.1
; and
|
1.15
|
Subscription Shares
|
means 6,420,000 (six million four hundred and twenty thousand) “A” class shares representing 15% (fifteen per cent) of the issued share capital of the Company after the implementation of the transactions envisaged in the MOU which will total 42,800,000 shares.
|
2.1
|
CHZ and the Company have agreed to the Indigenisation of the Company in accordance with the provisions of the MOU.
|
2.2
|
In terms of the MOU, the Company and the Subscriber are required to conclude an agreement in terms of which the Subscriber will subscribe for the Subscription Shares.
|
2.3
|
The Parties wish to record the terms on which the Subscriber will subscribe for the Subscription Shares.
|
3.1
|
The implementation of this Agreement is, save for the provisions of
clauses
1
,
6.2
to
17
, inclusive, which will be of immediate force and effect, subject to:
|
3.1.1
|
receipt by CHZ and the Company of written confirmation from the Ministry of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe that the implementation of this Agreement constitutes compliance by CHZ and the Company with the requirements of the Indigenisation Act and the Regulations;
|
3.1.2
|
receipt by CHZ and the Company of the approvals, to the extent certified in writing by the Auditors to be required by law, by the Reserve Bank of Zimbabwe of the transactions contemplated in the MOU and any related transactions and/or corporate re-organisation required to give effect to the Indigenisation by CHZ of the Company; and
|
3.1.3
|
receipt by CHZ and the Company of written confirmation of the unconditional withdrawal by the Zimbabwean Ministry of Mines and Mining Development of the letter sent by it to the Company dated 13 December 2011 requiring the Company to reach agreement with the Zimbabwean Mining Development Corporation regarding the Indigenisation of the Company.
|
3.2
|
The Parties shall use all commercially reasonable endeavours to procure the fulfilment of the conditions precedent stipulated in
clause
3.1
.
|
3.3
|
In the event that CHZ is unable to obtain the confirmation stipulated in 3.1 on or before 30 September 2012, CHZ may at its sole discretion, renegotiate the terms of this agreement.
|
4.1
|
The Subscriber hereby subscribes for the Subscription Shares.
|
4.2
|
The Company hereby accepts the subscription for the Subscription Shares as set out in
clause
4.1
, and undertakes to allot and issue the Subscription Shares to the Subscriber on the Closing Date.
|
5.1
|
The Subscription Price for the Subscription Shares shall be the sum of US$ 11,008,536 (eleven million and eight thousand five hundred and thirty six dollars ), which amount shall be debited to the Loan Account which Loan Account shall:
|
5.1.1
|
bear compound Interest from the Closing Date to the date of repayment, both dates inclusive; and
|
5.1.2
|
be paid in instalments on the date of payment of dividends by the Company from time to time, in an amount equal to 80% (eighty percent) of the dividends payable to the Subscriber, after deduction of withholding or any other taxes, in respect of the Subscription Shares. Each such payment shall be credited to the Loan Account in part settlement of Interest in the first instance and thereafter in settlement of capital owing in respect of the Subscription Price. Such payments shall cease once the full loan amount has been settled.
|
5.2
|
The remaining 20% (twenty percent) of the dividends payable to the Subscriber shall be paid by the Company to the Subscriber after deduction of any Zimbabwean withholding or other tax or levies that may be applicable on these dividends declared.
|
5.3
|
The Subscriber hereby irrevocably authorises the Company to apply dividends declared and becoming due for payment to the Subscriber, in the manner set out in
clause
5.1.2
.
|
5.4
|
For as long as any amounts are owed to the Company by the Subscriber in respect of the Subscription Price in terms of
clause
5.1
the Subscriber may not, without prior written consent of CHZ, cede any right, title or interest in, pledge, or otherwise encumber any Subscription Share.
|
5.5
|
The amount due in respect of the Subscription Price and Interest shall be payable free of any deduction or set off and any taxes that may be levied thereon, which shall be for the account of the Subscriber.
|
6.1
|
If the Directors should at any time resolve to call on the shareholders of the Company to advance capital to the Company, either by way of share capital or loans, the Subscriber shall advance such capital
pro rata
to its shareholding in the Company at the date on which the Directors determine that the capital is required.
|
6.1.1
|
If the Subscriber is unable or unwilling to provide the capital required in terms of
clause
6.1
, then it shall notify the Company in writing to that effect within 30 (thirty) days of the date on which it is advised in writing (“the Finance Date”) by the Company that capital is required from it.
|
6.1.2
|
If the Company should receive a notice contemplated in
clause
6.1.1
, or if the Subscriber should fail to give a notice as contemplated in
clause
6.1.1
and should fail to comply with its obligation to advance capital to the Company in terms of this
clause
6.1
within 90 (ninety) days from the Finance Date, and if CHZ is prepared to provide the amount of the finance which the Subscriber was required to advance to the Company, then CHZ shall notify the Company in writing to that effect within 10 (ten) Business Days of receipt of the notice referred to in
clause
6.1.1
, or of failure by the Subscriber to advance capital as required in terms of this
clause
6.1
.
|
6.2
|
If the Subscriber is called upon to advance an amount to the Company in terms of
clause
6.1
above, and if the Subscriber has declined or, as the case may be, failed to comply with such request in accordance with the provisions of
clauses
6.1.1
and
6.1.2
, then, if it shall have exercised the right to advance to the Company the amount which the Subscriber has declined to advance, CHZ shall have the right to call upon the Subscriber to sell to CHZ such number of shares at par as shall, after transfer thereof into the name of CHZ, result in CHZ holding such percentage of the issued voting capital of the Company as shall be equal to the percentage which the aggregate of loan capital and share capital contributed by CHZ to the Company constitutes of the total capital contributed by all shareholders by way of share capital and loan capital
|
7.1
|
The board of Directors shall be comprised of a minimum of 8 (eight) Directors.
|
7.2
|
The Parties agree that:
|
7.2.1
|
the Subscriber shall be entitled to appoint 1 (one) Director who shall be acceptable to the majority of the Board of Directors of the Company whose acceptance shall not be unreasonably withheld; and
|
7.2.2
|
CHZ shall be entitled to appoint 4 (four) Directors.
|
7.3
|
The Subscriber and CHZ shall have the right, from time to time, by notice in writing to the Company, to remove a Director nominated by it in terms of
clause
7.1
as a Director and to nominate, in accordance with
clause
7.2
another person in the place of the Director so removed.
|
9.1
|
All communications between the Parties and all information and other materials supplied to or received by a Party from any of the other Parties which relates in any way to this Agreement and to the Company shall be kept confidential by the Parties unless or until the relevant Party can reasonably demonstrate that:
|
9.1.1
|
any such communication, information or material is, or part of it is, in the public domain through no fault of its own; or
|
9.1.2
|
any such communication, information or material has been lawfully obtained from any third party; or
|
9.1.3
|
the information is already lawfully known to the relevant Party at the time that Party receives such information; or
|
9.1.4
|
the relevant Party is obliged by law to disclose such information,
|
9.2
|
The Parties shall use their best endeavours to procure the observance of these restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information by ensuring that only they themselves and such of their employees, agents or consultants whose duties will require them to possess any of such information shall have access to such information, and will be instructed to treat the same as confidential.
|
9.3
|
The obligation contained in
clause
9.2
shall endure, even after the termination of this Agreement, without limit in point of time, except and until such confidential information falls within any of the provisions of
clauses
9.1.1
to
9.1.4
, and shall be subject to the Company's confidentiality regime at the Signature Date.
|
11.1
|
Each Party chooses the address set out opposite its name below as its
domicilium citandi et executandi
at which all notices, legal processes and other communications must be delivered for the purposes of this Agreement:
|
11.1.1
|
the Subscriber |
58 Broadlands Road
Emerald Hill,
Harare,
Zimbabwe
Fa
x:
To be advised
Email:july.ndlovu@mweb.co.za
[
For attention: July Ndlovu
]
|
11.1.2
|
the Company |
6
th
Floor Red Bridge NEEastgate
3
rd
Street and R. Mugabe Road
Harare
Zimbabwe
Fax:
263 284 23193
Email:
CMangezi@blanketmine.com
[For attention:
Mr. Caxton Mangezi]
|
11.1.3
|
CHZ |
6
th
Floor Red Bridge NEEastgate
3
rd
Street and R Mugabe Road
Harare
Zimbabwe
Fax:
+27 11 447 2554
Email:
SCurtis@caledoniamining.com
[
For attention:
Mr. Steven Curtis]
|
11.2
|
Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing, and delivered by hand or sent or transmitted by registered post, telefax or by email.
|
11.3
|
Each Party may by written notice to the other Parties change its chosen address and/or its chosen telefax number and/or its email address to another physical address, telefax number or email, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.
|
11.4
|
Any notice to a Party:
|
11.4.1
|
sent by prepaid registered post to it at its chosen address;
|
11.4.2
|
delivered by hand to a responsible person during ordinary business hours at its chosen address;
|
11.4.3
|
transmitted during ordinary office hours by facsimile to its chosen telefax number; or
|
11.4.4
|
transmitted during ordinary office hours by email to its chosen email address,
|
12.1
|
Should a Party (“the Defaulting Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 14 (fourteen) days from the date of written notice from any other Party to this Agreement (“the Aggrieved Party”) calling upon it to do so, the Aggrieved Party shall have the right, without prejudice to any other rights available in law, either:
|
12.1.1
|
if the breach complained of can be fully remedied by the payment of money, to take whatever action may be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such breach; or
|
12.1.2
|
if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of
clause
12.1.1
is not made to the Aggrieved Party within 7 (seven) days of the date of determination through arbitration or legal process of the amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement,
|
12.2
|
The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default.
|
12.3
|
Without limiting the generality of this
clause
12
, if at any time it is or becomes unlawful for the Company to perform or comply with any or all of its obligations under this Agreement or any of its obligations under this Agreement are not or cease to be legal, valid, binding and enforceable, the Company shall be entitled, without prejudice to any other rights or remedies which it may have under this Agreement or otherwise, by written notice to the Subscriber, to claim immediate payment of the balance of the Subscription Price and all Interest accrued in terms thereof regardless of whether or not such amounts are then otherwise due and payable.
|
12.4
|
Notwithstanding the aforesaid, should the Subscriber institute and/or cause to be instituted, any legal action of any nature whatsoever against the Company, the Company shall have the right, exercisable by written notice given to the Subscriber at any time after the institution of any such legal action, to terminate this Agreement and purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors less any amounts owed by the Subscriber to the Company in terms of
clause
5.1
.
|
13.1
|
Any dispute arising out of this Agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration in accordance with the provisions of the First Schedule to the Arbitration Act, 6 of 1996, (for the purpose of this
clause
13
, ("the Act"). Such arbitration shall be held in Harare unless otherwise agreed and shall be held in a summary manner with a view to it being completed as soon as possible.
|
13.2
|
There shall be one arbitrator, who shall be, if the question in issue is:
|
13.2.1
|
primarily an accounting matter, an independent chartered accountant of not less than 10 (ten) years' standing;
|
13.2.2
|
primarily a legal matter, a practising Senior Counsel or commercial attorney of not less than 10 (ten) years' standing; and
|
13.2.3
|
any other matter, a suitably qualified independent person.
|
13.3
|
The appointment of the arbitrator shall be agreed upon between the Parties, but failing agreement between them within a period of 14 (fourteen) days after the arbitration has been demanded by a Party by notice in writing to the others, a Party shall be entitled to request the High Court of Zimbabwe to make the appointment.
|
13.4
|
The arbitrator shall have the powers conferred upon an arbitrator under the Act.
|
13.5
|
A Party shall have the right to appeal against the decision of the arbitrator in accordance with the Act. The decision resulting from such appeal shall be final and binding on the Parties, and may be made an order of any court of competent jurisdiction. The Parties hereby submit to the jurisdiction of the High Court of Zimbabwe sitting at Harare should a Party wish to make the arbitrator's decision an order of Court.
|
13.6
|
The fact that any dispute has been referred to or is the subject of arbitration in terms of this
clause
13
, as well as any information submitted or furnished to the arbitrators or in any other manner forming part of the record of any arbitration proceedings, shall be kept confidential by the parties to such arbitration proceedings, and the parties to such proceedings shall use their reasonable endeavours to procure that all their employees, agents or advisers who are involved in or who obtain knowledge of any confidential information disclosed during such proceedings, shall be made aware of, and shall undertake in writing to be bound by, and to comply with, the provisions of this
clause
13
.
|
14.1
|
The interpretation of this Agreement shall be governed by the law of the Zimbabwe in all respects.
|
14.2
|
Any Party shall be entitled to institute all or any proceedings against any the other Parties in connection with this Agreement in the High Court of Zimbabwe sitting at Harare.
|
15.1
|
In this Agreement, unless the context requires otherwise :
|
15.1.1
|
words importing any one gender shall include the other 2 (two) genders;
|
15.1.2
|
the singular shall include the plural and
vice versa
; and
|
15.1.3
|
a reference to natural persons shall include created entities (corporate or unincorporated) and
vice versa
.
|
15.2
|
In this Agreement, the headings have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
|
15.3
|
If anything in a definition is a substantive provision conferring rights or imposing obligations on anyone, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
|
16.1
|
This Agreement contains the entire agreement between the Parties as to the subject matter hereof.
|
16.2
|
No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.
|
16.3
|
No failure by a Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
|
16.4
|
No agreement to vary, add to, or cancel this Agreement shall be of any force or effect unless reduced to writing and signed on behalf of all of the Parties to this Agreement.
|
16.5
|
No Party may cede any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties to this Agreement.
|
16.6
|
This Agreement may be signed in counterparts, in which event the originals together will constitute the entire agreement between the Parties.
|
SIGNED
at
|
on
|
2012
|
|
For:
|
BLANKET MINE (1983) (PRIVATE) LIMITED
|
|
_________________________________
Signatory:
Capacity:
Authority:
|
SIGNED
at
|
on
|
2012
|
|
For:
|
CALEDONIA HOLDINGS ZIMBABWE (PRIVATE) LIMITED
|
|
_________________________________
Signatory:
Capacity:
Authority:
|
SIGNED
at
|
on
|
2012
|
|
For:
|
FREMIRO INVESTMENTS (PRIVATE) LIMITED
|
No
|
Clause
|
Page No
|
1
|
DEFINITIONS
|
1
|
2
|
BACKGROUND
|
2
|
3
|
CONDITIONS PRECEDENT
|
2
|
4
|
SUBSCRIPTION
|
3
|
5
|
PRICE AND PAYMENT
|
4
|
6
|
FUNDING
|
4
|
7
|
DIRECTORS
|
5
|
8
|
MANAGEMENT OF THE COMPANY
|
6
|
9
|
CONFIDENTIALITY
|
6
|
10
|
SUPPORT
|
7
|
11
|
DOMICILIUM CITANDI ET EXECUTANDI
|
7
|
12
|
BREACH AND TERMINATION
|
8
|
13
|
ARBITRATION
|
9
|
14
|
GOVERNING LAW AND JURISDICTION
|
10
|
15
|
INTERPRETATION
|
11
|
16
|
GENERAL
|
11
|
17
|
COSTS
|
12
|
18
|
WARRANTY
|
12
|
1.1
|
Agreement
|
means this subscription agreement;
|
1.2
|
Auditors
|
means the Company’s auditors as at the Signature Date or failing that, at the election of the board of directors of the Company, Deloitte, KPMG or Ernst & Young;
|
1.3
|
Business Day
|
means any day that is not a Saturday, Sunday or public holiday in Zimbabwe;
|
1.4
|
Closing Date
|
means the 5
th
(fifth) Business Day after the fulfilment of the suspensive conditions in
clause
3
;
|
1.5
|
Directors
|
means the directors of the Company from time to time appointed in accordance with
clause
7
;
|
1.6
|
Indigenisation
|
means the process and objectives contemplated in the Indigenisation Act and the Regulations;
|
1.7
|
Indigenisation Act
|
means the Indigenisation and Economic Empowerment Act [
Chapter 14.33
];
|
1.8
|
Interest
|
means interest calculated monthly in arrears at 10 (ten) percentage points above the 12 (twelve) month London InterBank Offered Rate published by Thomson Reuters from time to time;
|
1.9
|
Loan Account
|
means the loan account to be opened in the Subscriber's name in the books of the Company;
|
1.10
|
MOU
|
means the memorandum of understanding concluded by Caledonia Mining Corporation, CHZ, the Company, and the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe on 20 February 2012;
|
1.11
|
Parties
|
means CHZ, the Company, and the Subscriber and "Party" means any one of them, as the context may indicate;
|
1.12
|
Regulations
|
means the Indigenisation and Economic Empowerment (General) Regulations, 2010;
|
1.13
|
Signature Date
|
means the date of signature of this Agreement by the Party last in time to do so;
|
1.14
|
Subscription Price
|
means the subscription price for the Subscription Shares as set out in
clause
5.1
; and
|
1.15
|
Subscription Shares
|
means 4,280,000 (four million two hundred and eighty thousand) “A” class shares representing 10% (ten percent) of the issued share capital of the Company after the implementation of the transactions envisaged in the MOU.
|
2.1
|
CHZ and the Company have agreed to the Indigenisation of the Company in accordance with the provisions of the MOU.
|
2.2
|
In terms of the MOU, the Company is required to issue the Subscription Shares to the Blanket Mine Employee Trust.
|
2.3
|
The Company has procured the incorporation of the Subscriber for the purpose of subscribing for and holding the Subscription Shares and the Blanket Mine Employee Trust will, on its formation, acquire the entire issued share capital of the Subscriber.
|
2.4
|
The Parties wish to record the terms on which the Subscriber will subscribe for the Subscription Shares.
|
3.1
|
The implementation of this Agreement is, save for the provisions of
clauses
1
,
3
and
7
to
18
, inclusive, which will be of immediate force and effect, subject to:
|
3.1.1
|
receipt by CHZ and the Company of written confirmation from the Ministry of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe that the implementation of this Agreement and the other transactions envisaged in the MOU constitutes compliance by CHZ and the Company with the requirements of the Indigenisation Act and the Regulations;
|
3.1.2
|
receipt by CHZ and the Company of the approvals, to the extent certified in writing by the Auditors to be required by law, by the Reserve Bank of Zimbabwe of the transactions contemplated in the MOU and any related transactions and/or corporate re-organisation required to give effect to the Indigenisation by CHZ of the Company; and
|
3.1.3
|
receipt by CHZ and the Company of written confirmation of the unconditional withdrawal by the Zimbabwe Ministry of Mines and Mining Development of the letter sent by it to the Company dated 13 December 2011 requiring the Company to reach agreement with the Zimbabwean Mining Development Corporation regarding the Indigenisation of the Company.
|
3.2
|
The Parties shall use all commercially reasonable endeavours to procure the fulfilment of the conditions precedent stipulated in
clause
3.1
.
|
3.3
|
The conditions in
clause
3.1
above are stipulated for the benefit of CHZ and CHZ may waive any one or all of those conditions by way of written notice to the Subscriber.
|
3.4
|
In the event of the conditions stipulated in
clause
3.1
not being fulfilled or waived on or before 30 September 2012, or on or before such later date as CHZ and the Company agree upon in writing, this Agreement shall lapse and shall be of no further force or effect and no Party shall have any claim against the other Parties arising from the provisions of this Agreement or the termination thereof.
|
4.1
|
The Subscriber hereby subscribes for the Subscription Shares.
|
4.2
|
The Company hereby accepts the subscription for the Subscription Shares as set out in
clause
4.1
, and undertakes to allot and issue the Subscription Shares to the Subscriber on the Closing Date.
|
5.1
|
The Subscription Price for the Subscription Shares shall be the sum of US$ 7,339,024 (seven million three hundred and thirty nine thousand and twenty four US Dollars), which amount shall be debited to the Loan Account which Loan Account shall:
|
5.1.1
|
bear compound Interest from the Closing Date to the date of repayment, both dates inclusive; and
|
5.1.2
|
be paid in instalments on the date of payment of dividends by the Company from time to time, in an amount equal to 80% (eighty percent) of the dividends payable to the Subscriber, after deduction of withholding or any other taxes, in respect of the Subscription Shares. Each such payment shall be credited to the Loan Account in part settlement of Interest in the first instance and thereafter in settlement of capital owing in respect of the Subscription Price. Such payments shall cease once the Loan Account has been settled.
|
5.2
|
The remaining 20% (twenty percent) of the dividends payable to the Subscriber shall be paid by the Company to the Subscriber after deduction of any Zimbabwean withholding or other tax or levies that may be applicable on the dividends declared by the Company.
|
5.3
|
The Subscriber hereby irrevocably authorises the Company to apply dividends declared and becoming due for payment to the Subscriber, in the manner set out in
clause
5.1.2
.
|
5.4
|
For as long as any amounts are owed to the Company by the Subscriber in respect of the Subscription Price in terms of
clause
5.1
, the Subscriber may not, without prior written consent of CHZ, cede any right, title or interest in, pledge, or otherwise encumber any Subscription Share.
|
5.5
|
The amount due in respect of the Subscription Price and Interest shall be payable free of any deduction or set off and any taxes that may be levied thereon, which shall be for the account of the Subscriber.
|
6.1
|
If the Directors should at any time resolve to call on the shareholders of the Company to advance capital to the Company, either by way of share capital or loans, the Subscriber shall advance such capital
pro rata
to its shareholding in the Company at the date on which the Directors determine that the capital is required.
|
6.1.1
|
If the Subscriber is unable or unwilling to provide the capital required in terms of
clause
6.1
, then it shall notify the Company in writing to that effect within 30 (thirty) days of the date on which it is advised in writing (“the Finance Date”) by the Company that capital is required from it.
|
6.1.2
|
If the Company should receive a notice contemplated in
clause
6.1.1
, or if the Subscriber should fail to give a notice as contemplated in
clause
6.1.1
and should fail to comply with its obligation to advance capital to the Company in terms of this
clause
6.
within 90 (ninety) days from the Finance Date, and if CHZ is prepared to provide the amount of the finance which the Subscriber was required to advance to the Company, then CHZ shall notify the Company in writing to that effect within 10 (ten) Business Days of receipt of the notice referred to in
clause
6.1.1
, or of failure by the Subscriber to advance capital as required in terms of this
clause
6.1
.
|
6.2
|
If the Subscriber is called upon to advance an amount to the Company in terms of
clause
6.1
above, and if the Subscriber has declined or, as the case may be, failed to comply with such request in accordance with the provisions of
clauses
6.1.1
and
6.1.2
, then, if it shall have exercised the right to advance to the Company the amount which the Subscriber has declined to advance, CHZ shall have the right, to call upon the Subscriber to sell such number of shares at par as shall, after transfer thereof into the name of CHZ, result in CHZ holding such percentage of the issued voting capital of the Company as shall be equal to the percentage which the aggregate of loan capital and share capital contributed by CHZ to the Company constitutes of the total capital contributed by all shareholders by way of share capital and loan capital.
|
7.1
|
The board of Directors shall be comprised of a maximum of 8 (eight) Directors.
|
7.2
|
The Parties agree that:
|
7.2.1
|
the Subscriber shall be entitled to appoint 1 (one) Director, of the Company, who shall be acceptable to the majority of the board of directors of the Company whose acceptance shall not be unreasonably withheld; and
|
7.2.2
|
CHZ shall be entitled to appoint 4 (four) Directors of the Company.
|
7.3
|
The Subscriber and CHZ shall have the right, from time to time, by notice in writing to the Company, to remove a Director nominated by it in terms of
clause
7.1
as a Director and to nominate, in accordance with
clause
7.2
another person in the place of the Director so removed.
|
9.1
|
All communications between the Parties and all information and other materials supplied to or received by a Party from any of the other Parties which relates in any way to this Agreement and to the Company shall be kept confidential by the Parties unless or until the relevant Party can reasonably demonstrate that:
|
9.1.1
|
any such communication, information or material is, or part of it is, in the public domain through no fault of its own; or
|
9.1.2
|
any such communication, information or material has been lawfully obtained from any third party; or
|
9.1.3
|
the information is already lawfully known to the relevant Party at the time that Party receives such information; or
|
9.1.4
|
the relevant Party is obliged by law to disclose such information,
|
9.2
|
The Parties shall use their best endeavours to procure the observance of these restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information by ensuring that only they themselves and such of their employees, agents or consultants whose duties will require them to possess any of such information shall have access to such information, and will be instructed to treat the same as confidential.
|
9.3
|
The obligation contained in this
clause
9
shall endure, even after the termination of this Agreement, without limit in point of time, except and until such confidential information falls within any of the provisions of
clauses
9.1.1
to
9.1.4
, and shall be subject to the Company's confidentiality regime at the Signature Date.
|
11.1
|
Each Party chooses the address set out opposite its name below as its
domicilium citandi et executandi
at which all notices, legal processes and other communications must be delivered for the purposes of this Agreement:
|
11.1.1
|
the Subscriber |
Blanket Mine, P.O.Box 4
Gwanda,
Zimbabwe
Fax:
263 84 2 23259
Email:
CMangezi@blanketmine.com
[
For attention:
Mr. Caxton Mangezi]
|
11.1.2
|
the Company |
6
th
Floor Red Bridge NE
Eastgate
3
rd
Street and R. Mugabe Road
Harare
Zimbabwe
Fax:
263 284 23193
Email:
PDell@caledoniazim.com
[
For attention:
Mr. Caxton Mangezi]
|
11.1.3
|
CHZ |
6
th
Floor Red Bridge NE
Eastgate
3
rd
Street and R Mugabe Road
Harare
Zimbabwe
Fax: +27 11 447 2554
Email:
SCurtis@caledoniamining.com
[For attention: Mr. Steve Curtis]
|
11.2
|
Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing, and delivered by hand or sent or transmitted by registered post, telefax or by email.
|
11.3
|
Each Party may by written notice to the other Parties change its chosen address and/or its chosen telefax number and/or its email address to another physical address, telefax number or email, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.
|
11.4
|
Any notice to a Party:
|
11.4.1
|
sent by prepaid registered post to it at its chosen address;
|
11.4.2
|
delivered by hand to a responsible person during ordinary business hours at its chosen address;
|
11.4.3
|
transmitted during ordinary office hours by facsimile to its chosen telefax number; or
|
11.4.4
|
transmitted during ordinary office hours by email to its chosen email address,
|
12.1
|
Should a Party (“the Defaulting Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 14 (fourteen) days from the date of written notice from any other Party to this Agreement (“the Aggrieved Party”) calling upon it to do so, the Aggrieved Party shall have the right, without prejudice to any other rights available in law, either:
|
12.1.1
|
if the breach complained of can be fully remedied by the payment of money, to take whatever action may be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such breach; or
|
12.1.2
|
if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of
clause
12.1.1
is not made to the Aggrieved Party within 7 (seven) days of the date of determination through arbitration or legal process of the amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement,
|
12.2
|
The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default.
|
12.3
|
Without limiting the generality of this
clause
12
, if at any time it is or becomes unlawful for the Company to perform or comply with any or all of its obligations under this Agreement or any of its obligations under this Agreement are not or cease to be legal, valid, binding and enforceable, the Company shall be entitled, without prejudice to any other rights or remedies which it may have under this Agreement or otherwise, by written notice to the Subscriber, to claim immediate payment of the balance of the Subscription Price and all Interest accrued in terms thereof regardless of whether or not such amounts are then otherwise due and payable.
|
12.4
|
Should the Company terminate this Agreement in the circumstances contemplated in this
clause
12
, the Company shall have the right, without prejudice to any other rights available to it, exercisable by written notice given to the Subscriber to purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors less any amounts owed by the Subscriber to the Company in terms of
clause
5.1
.
|
13.1
|
Any dispute arising out of this Agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration in accordance with the provisions of the First Schedule to the Arbitration Act, 6 of 1996, (for the purpose of this
clause
13
, ("the Act"). Such arbitration shall be held in Harare unless otherwise agreed and shall be held in a summary manner with a view to it being completed as soon as possible.
|
13.2
|
There shall be one arbitrator, who shall be, if the question in issue is:
|
13.2.1
|
primarily an accounting matter, an independent chartered accountant of not less than 10 (ten) years' standing;
|
13.2.2
|
primarily a legal matter, a practising Senior Counsel or commercial attorney of not less than 10 (ten) years' standing; and
|
13.2.3
|
any other matter, a suitably qualified independent person.
|
13.3
|
The appointment of the arbitrator shall be agreed upon between the Parties, but failing agreement between them within a period of 14 (fourteen) days after the arbitration has been demanded by a Party by notice in writing to the others, a Party shall be entitled to request the Commercial Arbitration Centre in Harare to make the appointment.
|
13.4
|
The arbitrator shall have the powers conferred upon an arbitrator under the Act.
|
13.5
|
A Party shall have the right to appeal against the decision of the arbitrator in accordance with the Act. The decision resulting from such appeal shall be final and binding on the Parties, and may be made an order of any court of competent jurisdiction. The Parties hereby submit to the jurisdiction of the High Court of Zimbabwe sitting at Harare should a Party wish to make the arbitrator's decision an order of Court.
|
13.6
|
The fact that any dispute has been referred to or is the subject of arbitration in terms of this
clause
13
, as well as any information submitted or furnished to the arbitrators or in any other manner forming part of the record of any arbitration proceedings, shall be kept confidential by the parties to such arbitration proceedings, and the parties to such proceedings shall use their reasonable endeavours to procure that all their employees, agents or advisers who are involved in or who obtain knowledge of any confidential information disclosed during such proceedings, shall be made aware of, and shall undertake in writing to be bound by, and to comply with, the provisions of this
clause
13
.
|
14.1
|
The interpretation of this Agreement shall be governed by the law of the Zimbabwe in all respects.
|
14.2
|
Any Party shall be entitled to institute all or any proceedings against any the other Parties in connection with this Agreement in the High Court of Zimbabwe sitting at Harare.
|
15.1
|
In this Agreement, unless the context requires otherwise :
|
15.1.1
|
words importing any one gender shall include the other 2 (two) genders;
|
15.1.2
|
the singular shall include the plural and
vice versa
; and
|
15.1.3
|
a reference to natural persons shall include created entities (corporate or unincorporated) and
vice versa
.
|
15.2
|
In this Agreement, the headings have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
|
15.3
|
If anything in a definition is a substantive provision conferring rights or imposing obligations on anyone, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
|
16.1
|
This Agreement contains the entire agreement between the Parties as to the subject matter hereof.
|
16.2
|
No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.
|
16.3
|
No failure by a Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
|
16.4
|
No agreement to vary, add to, or cancel this Agreement shall be of any force or effect unless reduced to writing and signed on behalf of all of the Parties to this Agreement.
|
16.5
|
No Party may cede any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties to this Agreement.
|
16.6
|
This Agreement may be signed in counterparts, in which event the originals together will constitute the entire agreement between the Parties.
|
SIGNED
at
|
on
|
2012
|
|
For:
|
BLANKET EMPLOYEE TRUST SERVICES (PRIVATE) LIMITED
|
|
_________________________________
Signatory:
Capacity:
Authority:
|
SIGNED
at
|
on
|
2012
|
|
For:
|
BLANKET MINE (1983) (PRIVATE) LIMITED
|
|
_________________________________
Signatory:
Capacity:
Authority:
|
SIGNED
at
|
on
|
2012
|
|
For:
|
CALEDONIA HOLDINGS ZIMBABWE (PRIVATE) LIMITED
|
No
|
Clause
|
Page No
|
1
|
DEFINITIONS
|
1
|
2
|
BACKGROUND
|
2
|
3
|
CONDITIONS PRECEDENT
|
3
|
4
|
SUBSCRIPTION
|
4
|
5
|
DONATION
|
4
|
6
|
FUNDING
|
4
|
7
|
DIRECTORS
|
5
|
8
|
CONFIDENTIALITY
|
6
|
9
|
SUPPORT
|
6
|
10
|
DOMICILIUM CITANDI ET EXECUTANDI
|
7
|
11
|
BREACH AND TERMINATION
|
8
|
12
|
ARBITRATION
|
9
|
13
|
GOVERNING LAW AND JURISDICTION
|
10
|
14
|
INTERPRETATION
|
10
|
15
|
GENERAL
|
10
|
16
|
COSTS
|
11
|
1.1
|
Agreement
|
means this subscription agreement;
|
1.2
|
Auditors
|
means the Company’s auditors as at the Signature Date or failing that, at the election of the board of directors of the Company, Deloitte, KPMG or Ernst & Young;
|
1.3
|
BETS
|
means Blanket Employee Trust Services (Private) Limited, a company registered in Zimbabwe under registration number
[●],
and which is a wholly owned subsidiary company of the Blanket Employee Trust ;;
|
1.4
|
Business Day
|
means any day that is not a Saturday, Sunday or public holiday in Zimbabwe;
|
1.5
|
Closing Date
|
means the 5
th
(fifth) Business Day after the fulfilment of the suspensive conditions in
clause
3
;
|
1.6
|
Directors
|
means the directors of the Company from time to time appointed in accordance with
clause
7
;
|
1.7
|
Indigenisation
|
means the process and objectives contemplated in the Indigenisation Act and the Regulations;
|
1.8
|
Indigenisation Act
|
means the Indigenisation and Economic Empowerment Act [
Chapter 14.33
];
|
1.9
|
MOU
|
means the memorandum of understanding concluded by Caledonia Mining Corporation, CHZ, the Company, and the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe on 20 February 2012;
|
1.10
|
Parties
|
means CHZ, the Company, and the Subscriber and "Party" means any one of them, as the context may indicate;
|
1.11
|
Regulations
|
means the Indigenisation and Economic Empowerment (General) Regulations, 2010;
|
1.12
|
NIEEF
|
means the National Indigenisation Economic Empowerment Fund established in terms of section 12 of the Indigenisation Act;
|
1.13
|
Signature Date
|
means the date of signature of this Agreement by the Party last in time to do so;
|
1.14
|
Subscriber's Bank Account
|
means the bank account nominated by the Subscriber for the payment of the amount referred to in
clause
5
, the details of which are as follows:
Bank: [•]
Branch: [•]
Branch Code: [•]
Account Number: [•];
|
1.15
|
Subscription Shares
|
means 4,280,000 (four million two hundred and eighty thousand) B” class shares representing 10% (ten percent) of the issued share capital of the Company, which shall confer the right to receive the dividend described in
clause
4.3
below; and
|
1.16
|
Zimco
|
means Zimco (Private) Limited, a company to be incorporated in Zimbabwe.
|
2.1
|
CHZ and the Company have agreed to the Indigenisation of the Company in accordance with the provisions of the MOU.
|
2.2
|
In terms of the MOU, the Company is required to issue the Subscription Shares to the Subscriber.
|
2.3
|
The Parties wish to record the terms on which the Subscriber will subscribe for the Subscription Shares.
|
3.1
|
The implementation of this Agreement is, save for the provisions of
clauses
1
,
3.2
and
7
to
16
, inclusive, which will be of immediate force and effect, subject to:
|
3.1.1
|
the following agreements being concluded and becoming unconditional according to their terms, save for the condition that this Agreement is concluded and becomes unconditional:
|
3.1.1.1
|
an agreement between the Company and BETS in terms of which BETS will subscribe for 4,280,000 (four million two hundred and eighty thousand) "A" class shares representing 10% (ten percent) of the issued share capital of the Company;
|
3.1.1.2
|
an agreement between the Company and Zimco in terms of which Zimco will subscribe for 6,420,000 (six million four hundred and twenty thousand) “A” class shares representing 15% (fifteen percent) of the issued share capital of the Company; and
|
3.1.1.3
|
an agreement between the Company and NIEEF in terms of which NIEEF will subscribe for 6,848,000 (six million eight hundred and forty eight thousand) "A" class shares representing 16% (sixteen percent) of the issued share capital of the Company;
|
3.1.2
|
receipt by CHZ and the Company of written confirmation from the Ministry of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe that the implementation of this Agreement and the agreements in
clause
3.1.1
constitutes compliance by CHZ and the Company with the requirements of the Indigenisation Act and the Regulations;
|
3.1.3
|
receipt by CHZ and the Company of the approvals, to the extent certified in writing by the Auditors to be required by law, by the Reserve Bank of Zimbabwe of the transactions contemplated in the MOU and any related transactions and/or corporate re-organisation required to give effect to the Indigenisation by CHZ of the Company; and
|
3.1.4
|
receipt by CHZ and the Company of written confirmation of the unconditional withdrawal by the Zimbabwe Ministry of Mines and Mining Development to the Company of the letter sent by it to the Company dated 13 December 2011 requiring the Company to reach agreement with the Zimbabwean Mining Development Corporation regarding the Indigenisation of the Company.
|
3.2
|
The Parties shall use all commercially reasonable endeavours to procure the fulfilment of the conditions precedent stipulated in
clause
3.1
.
|
3.3
|
The conditions in
clause
3.1
above are stipulated for the benefit of CHZ and CHZ may waive any one or all of those conditions by way of written notice to the Subscriber.
|
3.4
|
In the event of the conditions stipulated in
clause
3.1
not being fulfilled on or before 30 September 2012, or on or before such later date as CHZ and the Company agree upon in writing, this Agreement shall lapse and shall be of no further force or effect and no Party shall have any claim against the other Parties arising from the provisions of this Agreement or the termination thereof.
|
4.1
|
The Subscriber hereby subscribes for the Subscription Shares.
|
4.2
|
The Company hereby accepts the subscription for the Subscription Shares as set out in
clause
4.1
, and undertakes to allot and issue the Subscription Shares to the Subscriber on the Closing Date at a nominal value of US$ 1 (one US Dollar).
|
4.3
|
The Subscription Shares shall confer on the Subscriber the right to receive a dividend in the amount of US$1,000,000 (one million US Dollars), which shall be payable by the Company to the Subscriber within 12 (twelve) months of the Closing Date.
|
6.1
|
If the Directors should at any time resolve to call on the shareholders of the Company to advance capital to the Company, either by way of share capital or loans, the Subscriber shall advance such capital
pro rata
to its shareholding in the Company at the date on which the Directors determine that the capital is required.
|
6.1.1
|
If the Subscriber is unable or unwilling to provide the capital required in terms of
clause
6.1
, then it shall notify the Company in writing to that effect within 30 (thirty) days of the date on which it is advised in writing (“the Finance Date”) by the Company that capital is required from it.
|
6.1.2
|
If the Company should receive a notice contemplated in
clause
6.1.1
, or if the Subscriber should fail to give a notice as contemplated in
clause
6.1.1
and should fail to comply with its obligation to advance capital to the Company in terms of this
clause
6.1
within 90 (ninety) days from the Finance Date, and if CHZ is prepared to provide the amount of the finance which the Subscriber was required to advance to the Company, then CHZ shall notify the Company in writing to that effect within 10 (ten) Business Days of receipt of the notice referred to in
clause
6.1.1
, or of failure by the Subscriber to advance capital as required in terms of this
clause
6.1
.
|
6.2
|
If the Subscriber is called upon to advance an amount to the Company in terms of
clause
6.1
above, and if the Subscriber has declined or, as the case may be, failed to comply with such request in accordance with the provisions of
clauses
6.1.1
and
6.1.2
, then, if it shall have exercised the right to advance to the Company the amount which the Subscriber has declined to advance, CHZ shall have the right, to call upon the Subscriber to sell CHZ such number of shares at par as shall, after transfer thereof into the name of CHZ, result in CHZ such percentage of the issued voting capital of the Company as shall be equal to the percentage which the aggregate of loan capital and share capital contributed by CHZ to the Company constitutes of the total capital contributed by all shareholders by way of share capital and loan capital.
|
7.1
|
The board of Directors shall be comprised of a maximum of 8 (eight) Directors.
|
7.2
|
The Parties agree that:
|
7.2.1
|
the Subscriber shall be entitled to appoint 1 (one) Director who shall be acceptable to the majority of the Board of Directors of the Company whose acceptance shall not be unreasonably withheld;; and
|
7.2.2
|
CHZ shall be entitled to appoint 4 (four) Directors.
|
7.3
|
The Subscriber and CHZ shall have the right, from time to time, by notice in writing to the Company, to remove a Director nominated by it in terms of
clause
7.1
as a Director and to nominate, in accordance with
clause
7.2
another person in the place of the Director so removed.
|
8.1
|
All communications between the Parties and all information and other materials supplied to or received by a Party from any of the other Parties which relates in any way to this Agreement and to the Company shall be kept confidential by the Parties unless or until the relevant Party can reasonably demonstrate that:
|
8.1.1
|
any such communication, information or material is, or part of it is, in the public domain through no fault of its own; or
|
8.1.2
|
any such communication, information or material has been lawfully obtained from any third party; or
|
8.1.3
|
the information is already lawfully known to the relevant Party at the time that Party receives such information; or
|
8.1.4
|
the relevant Party is obliged by law to disclose such information,
|
8.2
|
The Parties shall use their best endeavours to procure the observance of these restrictions and shall take all reasonable steps to minimise the risk of disclosure of confidential information by ensuring that only they themselves and such of their employees, agents or consultants whose duties will require them to possess any of such information shall have access to such information, and will be instructed to treat the same as confidential.
|
8.3
|
The obligation contained in this
clause
8
shall endure, even after the termination of this Agreement, without limit in point of time, except and until such confidential information falls within any of the provisions of
clauses
8.1.1
to
8.1.4
, and shall be subject to the Company's confidentiality regime at the Signature Date.
|
10.1
|
Each Party chooses the address set out opposite its name below as its
domicilium citandi et executandi
at which all notices, legal processes and other communications must be delivered for the purposes of this Agreement:
|
10.1.1
|
the Subscriber |
[•]
Fax:
[•]
Email:
[•]
[For attention:
[•]
]
|
10.1.2
|
the Company |
6th
Floor Red Bridge NE
Eastgate
3
rd
Street and R. Mugabe Road
Harare
Zimbabwe
Fax:
263 284 23193
Email:
CMangezi@blanketmine.com
[
For attention:
Mr. Caxton Mangezi]
|
10.1.3
|
CHZ |
6
th
Floor Red Bridge NE
Eastgate
3
rd
Street and R Mugabe Road
Harare
Zimbabwe
Fax: +27 11 447 2554
Email: scurtis@caledoniamining.com
[For attention: Mr. Steve Curtis]
|
10.2
|
Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing, and delivered by hand or sent or transmitted by registered post, telefax or by email.
|
10.3
|
Each Party may by written notice to the other Parties change its chosen address and/or its chosen telefax number and/or its email address to another physical address, telefax number or email, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.
|
10.4
|
Any notice to a Party:
|
10.4.1
|
sent by prepaid registered post to it at its chosen address;
|
10.4.2
|
delivered by hand to a responsible person during ordinary business hours at its chosen address;
|
10.4.3
|
transmitted during ordinary office hours by facsimile to its chosen telefax number; or
|
10.4.4
|
transmitted during ordinary office hours by email to its chosen email address,
|
11.1
|
Should a Party (“the Defaulting Party”) commit a breach of any provision of this Agreement and fail to remedy such breach within 14 (fourteen) days from the date of written notice from any other Party to this Agreement (“the Aggrieved Party”) calling upon it to do so, the Aggrieved Party shall have the right, without prejudice to any other rights available in law, either:
|
11.1.1
|
if the breach complained of can be fully remedied by the payment of money, to take whatever action may be necessary to obtain payment of the amounts required by the Aggrieved Party to remedy such breach; or
|
11.1.2
|
if the breach complained of cannot be fully remedied by the payment of money, or, alternatively, if it can be so remedied and payment of any amounts claimed by the Aggrieved Party in terms of
clause
11.1.1
is not made to the Aggrieved Party within 7 (seven) days of the date of determination through arbitration or legal process of the amount legally payable, to take whatever action may be necessary to enforce its rights under this Agreement or to terminate this Agreement,
|
11.2
|
The Defaulting Party shall be liable for all costs and expenses (calculated on an attorney and own client scale) incurred as a result of or in connection with the default.
|
11.3
|
Should the Subscriber institute and/or cause to be instituted, any legal action of any nature whatsoever against the Company, the Company shall have the right, exercisable by written notice given to the Subscriber at any time after the institution of any such legal action, to terminate this Agreement and purchase from the Subscriber all of the Subscription Shares at a value determined by the Auditors.
|
12.1
|
Any dispute arising out of this Agreement or the interpretation thereof, both while in force and after its termination, shall be submitted to and determined by arbitration in accordance with the provisions of the First Schedule to the Arbitration Act, 6 of 1996, (for the purpose of this
clause
12
, ("the Act"). Such arbitration shall be held in Harare unless otherwise agreed and shall be held in a summary manner with a view to it being completed as soon as possible.
|
12.2
|
There shall be one arbitrator, who shall be, if the question in issue is:
|
12.2.1
|
primarily an accounting matter, an independent chartered accountant of not less than 10 (ten) years' standing;
|
12.2.2
|
primarily a legal matter, a practising Senior Counsel or commercial attorney of not less than 10 (ten) years' standing; and
|
12.2.3
|
any other matter, a suitably qualified independent person.
|
12.3
|
The appointment of the arbitrator shall be agreed upon between the Parties, but failing agreement between them within a period of 14 (fourteen) days after the arbitration has been demanded by a Party by notice in writing to the others, a Party shall be entitled to request the High Court of Zimbabwe to make the appointment.
|
12.4
|
The arbitrator shall have the powers conferred upon an arbitrator under the Act.
|
12.5
|
A Party shall have the right to appeal against the decision of the arbitrator in accordance with the Act. The decision resulting from such appeal shall be final and binding on the Parties, and may be made an order of any court of competent jurisdiction. The Parties hereby submit to the jurisdiction of the High Court of Zimbabwe sitting at Harare should a Party wish to make the arbitrator's decision an order of Court.
|
12.6
|
The fact that any dispute has been referred to or is the subject of arbitration in terms of this
clause
12
, as well as any information submitted or furnished to the arbitrators or in any other manner forming part of the record of any arbitration proceedings, shall be kept confidential by the parties to such arbitration proceedings, and the parties to such proceedings shall use their reasonable endeavours to procure that all their employees, agents or advisers who are involved in or who obtain knowledge of any confidential information disclosed during such proceedings, shall be made aware of, and shall undertake in writing to be bound by, and to comply with, the provisions of this
clause
12
.
|
13.1
|
The interpretation of this Agreement shall be governed by the law of the Zimbabwe in all respects.
|
13.2
|
Any Party shall be entitled to institute all or any proceedings against any the other Parties in connection with this Agreement in the High Court of Zimbabwe sitting at Harare.
|
14.1
|
In this Agreement, unless the context requires otherwise:
|
14.1.1
|
words importing any one gender shall include the other 2 (two) genders;
|
14.1.2
|
the singular shall include the plural and
vice versa
; and
|
14.1.3
|
a reference to natural persons shall include created entities (corporate or unincorporated) and
vice versa
.
|
14.2
|
In this Agreement, the headings have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
|
14.3
|
If anything in a definition is a substantive provision conferring rights or imposing obligations on anyone, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
|
15.1
|
This Agreement contains the entire agreement between the Parties as to the subject matter hereof.
|
15.2
|
No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.
|
15.3
|
No failure by a Party to enforce any provision of this Agreement shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
|
15.4
|
No agreement to vary, add to, or cancel this Agreement shall be of any force or effect unless reduced to writing and signed on behalf of all of the Parties to this Agreement.
|
15.5
|
No Party may cede any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Parties to this Agreement.
|
15.6
|
This Agreement may be signed in counterparts, in which event the originals together will constitute the entire agreement between the Parties.
|
SIGNED
at
|
on
|
2012
|
|
For:
|
GWANDA COMMUNITY SHARE OWNERSHIP TRUST
|
|
_________________________________
Signatory:
Capacity:
Authority:
|
SIGNED
at
|
on
|
2012
|
|
For:
|
BLANKET MINE (1983) (PRIVATE) LIMITED
|
|
_________________________________
Signatory:
Capacity:
Authority:
|
SIGNED
at
|
on
|
2012
|
|
For:
|
CALEDONIA HOLDINGS ZIMBABWE (PRIVATE) LIMITED
|
|
_________________________________
Signatory:
Capacity:
Authority:
|