Caledonia Mining (NYSE American: CMCL) grows H1 profit and cash after $150M notes issue
Caledonia Mining Corporation Plc reported substantially improved interim results for the six months ended June 30, 2026. Revenue rose to $142.3 million from $121.5 million, with gross profit increasing to $71.3 million. Profit for the period grew to $48.9 million from $34.8 million, and basic EPS increased to $2.16 from $1.50.
Operating cash inflow was strong at $47.8 million, while net cash and cash equivalents climbed to $167.8 million. Total assets increased to $562.5 million, driven by development of the Bilboes project and higher cash, but total liabilities also expanded to $238.9 million following issuance of $150 million 5.875% Convertible Senior Notes due 2033 and related derivative liabilities. The company holds gold price hedges and capped call options, recording a $15.5 million fair value gain on derivatives.
Management reports no material weakness in internal controls over financial reporting and continues to capitalise borrowing costs on the Bilboes mine development. Site restoration provisions total $10.2 million, and capital commitments for property, plant and equipment stand at $9.7 million.
Positive
- H1 2026 profit up strongly: Profit for the period increased to $48.9 million from $34.8 million, with basic EPS rising to $2.16 from $1.50, indicating significantly higher earnings.
- Revenue and cash generation improved: Six‑month revenue grew to $142.3 million (from $121.5 million) and net cash from operating activities rose to $47.8 million (from $41.3 million).
- Balance sheet liquidity strengthened: Cash and cash equivalents increased to $171.8 million (from $35.7 million), with net cash and cash equivalents at $167.8 million, enhancing financial flexibility.
- Bilboes project advanced to development: The Bilboes sulphide asset was reclassified from exploration to development, and borrowing costs are being capitalised, signalling progression toward a producing mine.
Negative
- Leverage and financing costs increased: Total liabilities rose to $238.9 million (from $128.3 million) after issuing $150 million Convertible Senior Notes and additional bonds, with total finance cost increasing to $5.0 million from $1.5 million.
- Higher overheads: Administrative expenses for the six months increased to $10.6 million from $9.0 million, including a sharp rise in advisory services fees to $4.1 million (from $0.9 million).
Filing Explained
As of June 30, Bilboes was in mine development, while the 150 million dollar notes could settle in cash, shares, or both.
The Form 6-K furnishes Caledonia Mining’s unaudited interim report for the six months ended
At
If conversion is settled in shares, the share count would increase and existing holders’ percentage ownership would decrease; the company says its capped calls are intended to mitigate potential economic dilution, subject to a cap.
Property, plant and equipment included
The notes allow holder conversion in specified circumstances before
Key Figures
Key Terms
Convertible Senior Notes financial
capped call options financial
Asian put options financial
derivative financial liability financial
exploration and evaluation assets financial
site restoration provisions financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Caledonia Mining (CMCL) perform financially in the first half of 2026?
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How strong is Caledonia Mining’s (CMCL) cash flow and liquidity as of June 30, 2026?
What progress has Caledonia Mining (CMCL) made on the Bilboes project?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Of the Securities Exchange Act of 1934
For the month of August 2026
Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC
(Translation of registrant’s name into English)
2 Mulcaster Street
St Helier
Jersey JE2 3NJ
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
Exhibits 99.1, 99.2 and 99.5 to this Form 6-K of Caledonia Mining Corporation Plc are hereby incorporated by reference into the Registration Statement on Form F-3 (File No. 333-281436), as amended or supplemented.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | CALEDONIA MINING CORPORATION PLC |
|
| (Registrant) |
|
| |
Date: August 10, 2026 |
| /s/ JOHN MARK LEARMONTH |
|
| John Mark Learmonth |
|
| CEO and Director |
|
|
EXHIBIT INDEX
Exhibit | | Description |
99.1 |
| Interim Financial Statements/ Report |
99.2 | | Interim MD&A |
99.3 | | 52-109F2 – Certification of Interim Filings – CEO |
99.4 | | 52-109F2 – Certification of Interim Filings – CFO |
99.5 | | Consent of Craig Havey |
Exhibit 99.1
Caledonia Mining Corporation Plc
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION
To the Shareholders of Caledonia Mining Corporation Plc:
Management has prepared the information and representations in this report. The unaudited condensed consolidated interim financial statements of Caledonia Mining Corporation Plc and its subsidiaries (the “Group”) have been prepared in accordance with International Financial Reporting Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and, where appropriate, these statements include some amounts that are based on best estimates and judgment. Management has determined such amounts on a reasonable basis in order to ensure that the unaudited condensed consolidated interim financial statements are presented fairly, in all material respects.
The Group maintains adequate systems of internal accounting and administrative controls, within reasonable cost. Such systems are designed to provide reasonable assurance that relevant and reliable financial information are produced.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”). Any system of ICFR, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management uses the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as its framework for evaluating ICFR. Based on the procedures performed as of June 30, 2026, management has not identified any material weakness in the Group’s ICFR.
The Board of Directors, through its Audit and Risk Committee, is responsible for ensuring that management fulfils its responsibilities for financial reporting and internal control. The Audit and Risk Committee comprises four independent non-executive directors. This Committee meets periodically with management, our independent registered public accounting firm and internal auditor to review accounting, auditing, internal control and financial reporting matters.
These unaudited condensed consolidated interim financial statements have not been audited or reviewed by the Group’s independent registered public accounting firm.
The unaudited condensed consolidated interim financial statements for the period ended June 30, 2026 were approved by the Board of Directors and signed on its behalf on August 10, 2026.
(Signed) J.M. Learmonth |
| (Signed) R.I. Jerrard |
| | |
Chief Executive Officer |
| Chief Financial Officer |
1
Caledonia Mining Corporation Plc
Consolidated statements of profit or loss and other comprehensive income
(in thousands of United States Dollars, unless indicated otherwise)
| | | | | | | | | | |
For the | | | | Three months ended June 30, | | Six months ended June 30, | ||||
Unaudited | | Note | | 2026 | | 2025 | | 2026 | | 2025 |
Revenue |
| | | | | | | | | |
Royalty | | | | ( | | ( | | ( | | ( |
Production costs |
| 6 | | ( | | ( | | ( | | ( |
Depreciation |
| | | ( | | ( | | ( | | ( |
Gross profit | | | | | | | | | | |
Net foreign exchange loss |
| 7 | | ( | | ( | | ( | | ( |
Administrative expenses |
| 8 | | ( | | ( | | ( | | ( |
Fair value gain (loss) on derivative financial instruments |
| 9 | | | | — | | | | ( |
Equity-settled share-based payments expense |
| 10.2 | | ( | | ( | | ( | | ( |
Cash-settled share-based payments expense |
| 10.1 | | ( | | ( | | ( | | ( |
Other expenses |
| 11 | | ( | | ( | | ( | | ( |
Other income |
| | | | | | | | | |
Profit on the sale of non-current assets held for sale |
| | | — | | | | — | | |
Operating profit | | | | | | | | | | |
Finance income |
| 12 | | | | | | | | |
Finance cost |
| 12 | | ( | | ( | | ( | | ( |
Profit before tax | | | | | | | | | | |
Tax expense |
| | | ( | | ( | | ( | | ( |
Profit for the period | | | | | | | | | | |
| | | | | | | | | | |
Other comprehensive income |
| | | | | | | | | |
Items that are or may be reclassified to profit or loss |
| | | | | | | | | |
Exchange differences on translation of foreign operations | | | | | | | | | | |
Total comprehensive income for the period | | | | | | | | | | |
| | | | | | | | | | |
Profit attributable to: |
| | | | | | | | | |
Owners of the Company | | | | | | | | | | |
Non-controlling interests |
| | | | | | | | | |
Profit for the period | | | | | | | | | | |
| | | | | | | | | | |
Total comprehensive income attributable to: |
| | | | | | | | | |
Owners of the Company | | | | | | | | | | |
Non-controlling interests |
| | | | | | | | | |
Total comprehensive income for the period | | | | | | | | | | |
| | | | | | | | | | |
Earnings per share |
| | | | | | | | | |
Basic earnings per share ($) |
| | | | | | | | | |
Diluted earnings per share ($) |
| | | | | | | | | |
The accompanying notes on pages 7 to 38 are an integral part of these condensed consolidated interim financial statements.
On behalf of the Board: “J.M. Learmonth”- Chief Executive Officer and “R.I. Jerrard”- Chief Financial Officer.
2
Caledonia Mining Corporation Plc
Consolidated statements of financial position
(in thousands of United States Dollars, unless indicated otherwise)
| | | | | | |
As at | | | | June 30, | | December 31, |
Unaudited | | Note | | 2026 | | 2025 |
Assets |
| |
| |
| |
Exploration and evaluation assets |
| 13 |
| |
| |
Property, plant and equipment |
| 14 |
| |
| |
Right of use assets |
| |
| |
| |
Deferred tax asset | | | | | | |
Derivative financial assets |
| 9.1 |
| |
| |
Total non-current assets | | |
| |
| |
| | | | | | |
Income tax receivable |
| |
| — |
| |
Inventories |
| 15 |
| |
| |
Derivative financial assets |
| 9.1 |
| |
| |
Trade and other receivables |
| 16 |
| |
| |
Prepayments |
| 17 |
| |
| |
Fixed term deposit |
| |
| — |
| |
Cash and cash equivalents |
| 18 |
| |
| |
Total current assets | | |
| |
| |
Total assets | | |
| |
| |
| | | | | | |
Equity and liabilities |
| |
| |
| |
Share capital |
| 19 |
| |
| |
Reserves |
| |
| |
| |
Retained loss | | |
| ( |
| ( |
Equity attributable to shareholders of the parent | | |
| |
| |
Non-controlling interests |
| |
| |
| |
Total equity | | |
| |
| |
| | | | | | |
Liabilities |
| |
| |
| |
Deferred tax liabilities |
| |
| |
| |
Provisions |
| 20 |
| |
| |
Loans and borrowings |
| 21 |
| |
| |
Bonds |
| 22 |
| |
| |
Convertible senior notes | | 23 | | | | — |
Derivative financial liabilities | | 9.2 | | | | — |
Cash-settled share-based payment liabilities |
| 10.1 |
| |
| |
Lease liabilities |
| |
| |
| |
Total non-current liabilities | | |
| |
| |
| | | | | | |
Cash-settled share-based payment liabilities |
| 10.1 |
| |
| |
Income tax payable |
| |
| |
| |
Lease liabilities |
| |
| |
| |
Loans and borrowings |
| 21 |
| |
| |
Bonds |
| 22 |
| |
| |
Trade and other payables |
| 24 |
| |
| |
Bank overdrafts |
| 18 |
| |
| |
Total current liabilities | | |
| |
| |
Total liabilities | | |
| |
| |
Total equity and liabilities | | |
| |
| |
The accompanying notes on pages 7 to 38 are an integral part of these condensed consolidated interim financial statements.
3
Caledonia Mining Corporation Plc
Consolidated statements of changes in equity
(in thousands of United States Dollars, unless indicated otherwise)
| | | | | | | | | | | | | | | | | | |
Unaudited | | | | | | | | | | Equity- | | | | | | | | |
| | | | | | Foreign | | | | settled | | | | | | Non- | | |
| | | | | | currency | | | | share-based | | | | | | controlling | | |
| | | | Share | | translation | | Contributed | | payment | | Retained | | | | interests | | |
| | Note | | capital | | reserve | | surplus | | reserve | | loss | | Total | | (“NCI”) | | Total equity |
Balance January 1, 2025 |
| |
| |
| ( |
| |
| |
| ( |
| |
| |
| |
Transactions with owners: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Dividends |
| |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( |
Share-based payments: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Shares issued on settlement of incentive plan awards - cash-settled |
| 10.1 |
| |
| — |
| — |
| — |
| — |
| |
| — |
| |
Shares issued on settlement of incentive plan awards - equity-settled |
| 10.2 |
| |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( |
Equity-settled share-based expense |
| 10.2 |
| — |
| — |
| — |
| |
| — |
| |
| — |
| |
Total comprehensive income: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Profit for the period |
| |
| — |
| — |
| — |
| — |
| |
| |
| |
| |
Other comprehensive income for the period |
| |
| — |
| |
| — |
| — |
| — |
| |
| — |
| |
Balance at June 30, 2025 |
| |
| |
| ( |
| |
| |
| ( |
| |
| |
| |
4
Caledonia Mining Corporation Plc
Consolidated statements of changes in equity (continued)
(in thousands of United States Dollars, unless indicated otherwise)
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Equity- | | | | | | | | |
| | | | | | Foreign | | | | settled | | | | | | Non- | | |
| | | | | | currency | | | | share-based | | | | | | controlling | | |
| | | | Share | | translation | | Contributed | | payment | | Retained | | | | interests | | |
| | Note | | capital | | reserve | | surplus | | reserve | | loss | | Total | | (“NCI”) | | Total equity |
Balance January 1, 2026 |
| |
| |
| ( |
| |
| |
| ( |
| |
| |
| |
Transactions with owners: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Dividends |
| |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( |
Share-based payments: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Share issued on settlement of incentive plan awards - cash-settled |
| 10.1 |
| |
| — |
| — |
| — |
| — |
| |
| — |
| |
Equity-settled share-based expense |
| 10.2 |
| — |
| — |
| — |
| |
| — |
| |
| — |
| |
Shares issued on settlement of incentive plan awards - equity-settled |
| 10.2 |
| |
| — |
| — |
| ( |
| — |
| ( |
| — |
| ( |
Total comprehensive income: |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Profit for the period |
| |
| — |
| — |
| — |
| — |
| |
| |
| |
| |
Other comprehensive income for the period |
| |
| — |
| | | — |
| — |
| — |
| |
| — |
| |
Balance at June 30, 2026 |
| |
| |
| ( |
| |
| |
| ( |
| |
| |
| |
|
| Note |
| 19 |
| |
| |
| | | | | |
| | | |
The accompanying notes on pages 7 to 38 are an integral part of these condensed consolidated interim financial statements.
5
Caledonia Mining Corporation Plc
Consolidated statements of cash flows
(in thousands of United States Dollars, unless indicated otherwise)
| | | | | | | | | | |
Unaudited | | | | Three months ended June 30, | | Six months ended June 30, | ||||
| | Note | | 2026 | | 2025 | | 2026 | | 2025 |
| | | | | | | | | | |
Cash inflow from operations |
| 25 |
| |
| |
| |
| |
Interest received |
| |
| |
| |
| |
| |
Finance costs paid |
| 27 |
| ( |
| ( |
| ( |
| ( |
Tax paid |
| 27 |
| ( |
| ( |
| ( |
| ( |
Net cash inflow from operating activities |
| |
| |
| |
| |
| |
| | | | | | | | | | |
Cash flows used in investing activities |
| | | |
| |
| |
| |
Acquisition of property, plant and equipment |
| 27 | | ( |
| ( |
| ( |
| ( |
Acquisition of exploration and evaluation assets | | 13 | | ( | | ( | | ( | | ( |
Proceeds from sale of property, plant and equipment | | | | — | | | | | | |
Net proceeds from sale of non-current assets held for sale |
| | | — |
| |
| — |
| |
Acquisition of put option instruments |
| 9.1 | | ( |
| — |
| ( |
| ( |
Acquisition of capped call option instruments |
| 9.1 | | — |
| — |
| ( |
| — |
Proceeds from (investment in) fixed-term deposits |
| | | — |
| ( |
| |
| ( |
Net cash used in investing activities |
| | | ( |
| ( |
| ( |
| ( |
| | | | | | | | | | |
Cash flows from financing activities |
| |
| |
| |
| |
| |
Dividends paid |
| 27 |
| ( |
| ( |
| ( |
| ( |
Payment of lease liabilities |
| |
| ( |
| ( |
| ( |
| ( |
Proceeds from loans and borrowings |
| 21 |
| — |
| |
| — |
| |
Repayments of loans and borrowings | | 21 | | ( | | ( | | ( | | ( |
Repayment of bonds | | 22.1 | | — | | — | | ( | | — |
Bond issue gross receipts | | 22.1 | | | | — | | | | |
Bond issue transaction cost |
| 22.1 |
| ( |
| — |
| ( |
| — |
Proceeds from convertible senior notes (net of transaction cost) |
| |
| — |
| — |
| |
| — |
Net cash (used in) generated from financing activities |
| |
| ( |
| ( |
| |
| ( |
| | | | | | | | | | |
Net increase in cash and cash equivalents |
| |
| |
| |
| |
| |
Effect of exchange rate fluctuations on cash and cash equivalents |
| |
| ( |
| ( |
| ( |
| ( |
Net cash and cash equivalents at the beginning of the period |
| |
| |
| ( |
| |
| ( |
Net cash and cash equivalents at the end of the period |
| 18 |
| |
| |
| |
| |
The accompanying notes on pages 7 to 38 are an integral part of these condensed consolidated interim financial statements.
6
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
1Reporting entity
Caledonia Mining Corporation Plc (“Caledonia” or the “Company”) is a company domiciled in Jersey, Channel Islands. The Company’s registered office address is 2nd Floor, 2 Mulcaster Street, St Helier, Jersey JE2 3NJ, Channel Islands.
These unaudited condensed consolidated interim financial statements as at and for the six months ended June 30, 2026 are of the Company and its subsidiaries (the “Group”). The Group’s primary involvement is in the operation of a gold mine and the exploration and development of mineral properties for precious metals.
Caledonia’s shares are listed on the NYSE American LLC stock exchange and the Victoria Falls Stock Exchange (“VFEX”), with symbol “CMCL” on both exchanges. Depository interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc (symbol – “CMCL”). Caledonia voluntarily delisted from the Toronto Stock Exchange (the “TSX”) on June 19, 2020. After the delisting the Company remains a Canadian reporting issuer and has to comply with Canadian securities laws until it demonstrates that Canadian shareholders represent less than 2% of issued share capital.
2Basis of preparation
2.1Statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting and do not include all the information required for full annual consolidated financial statements. Accordingly, certain information and disclosures normally included in the annual financial statements prepared in accordance with IFRS Accounting Standards, as issued by the IASB have been omitted or condensed. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended December 31, 2025.
2.2Basis of measurement
These unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis except for:
| ● | cash-settled share-based payment arrangements measured at fair value on grant and re-measurement dates; |
| ● | equity-settled share-based payment arrangements measured at fair value on the grant date; and |
| ● | derivative financial assets and derivative financial liabilities measured at fair value. |
2.3Functional currency
These unaudited condensed consolidated interim financial statements are presented in United States Dollars (“$” or “US Dollars” or “USD”), which is also the functional currency of the Company. All financial information presented in US Dollars has been rounded to the nearest thousand, unless indicated otherwise. Refer to note 7 for foreign exchange effects related to the Zimbabwe Gold (“ZiG”).
7
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
3Use of accounting assumptions, estimates and judgements
In preparing these unaudited condensed consolidated interim financial statements, management has made accounting assumptions, estimates and judgements that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recognised prospectively. Key accounting assumptions, estimates and judgements applied in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those applied in the preparation of the audited annual consolidated financial statements for the year ended December 31, 2025.
3.1Convertible senior notes
3.1.1Significant judgement and estimates
Classification of the conversion feature
On January 20, 2026, the Company issued Convertible Senior Notes, (the “Notes”) under an indenture with U.S. Bank Trust Company, N.A. as Trustee. The Notes have an aggregate principal amount of US$
The Notes are convertible at the option of holders in specified circumstances prior to October 15, 2032 and from October 15, 2032 until shortly before maturity regardless of those conditions. The initial conversion rate is 24.6837 common shares per US$1,000 principal amount of Notes, subject to adjustment. Management applied significant judgement in determining the classification of the conversion feature within the Notes and concluded that the conversion feature embedded within the Notes does not satisfy the IAS 32 Financial Instruments: Presentation (“IAS 32”) equity classification requirements. The conversion feature does not meet the IAS 32 criteria for equity classification because the contractual settlement terms do not satisfy the “fixed-for-fixed” requirement for equity instruments. Accordingly, the conversion feature is recognised separately as a derivative financial liability and is initially measured at fair value.
In reaching this conclusion, management considered the contractual settlement alternatives, including physical settlement, cash settlement and combination settlement provision, the issuer’s settlement discretion, the initial conversion rate, conversion rate adjustment provisions and mechanisms, and other contractual features and whether the conversion feature meets the IAS 32 requirements for equity classification. This judgement has a material effect on whether the conversion feature is presented in equity or measured as a derivative financial liability at fair value through profit or loss. Consequently, the conversion feature has been classified as a derivative financial liability and is measured at fair value through profit or loss at each reporting date.
Current versus non-current classification
Management applies judgement in determining whether the Notes are current or non-current at each reporting date. The Notes mature on January 15, 2033, but holder conversion rights, redemption rights, fundamental change repurchase rights and events of default may affect classification.
Capitalisation of borrowing cost
Management applies judgement in determining whether any portion of effective interest expense qualifies for capitalisation under IAS 23 Borrowing Costs (“IAS 23”). This depends on whether the proceeds are directly attributable to qualifying mining assets, such as mine development, processing plant expansion, shaft development, power infrastructure or other long-term construction projects.
8
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
3Use of accounting assumptions, estimates and judgements (continued)
3.1Convertible senior notes (continued)
3.1.2Key sources of estimation uncertainty
Fair Value Measurement of Derivative Liability
The measurement of the derivative liability requires estimation of fair value. The fair value of the derivative conversion feature is determined using an appropriate valuation model that reflects the contractual terms of the Notes. Significant inputs include the Company’s share price, expected share price volatility, risk-free interest rates, expected dividend yield, credit spread, expected term and assumptions regarding conversion and redemption behaviour. As these inputs include significant unobservable assumptions, the derivative liability is classified within Level 3 of the IFRS 13 Fair Value Measurement (“IFRS 13”) fair value hierarchy unless observable market inputs become available.
Valuation of comparable non-convertible debt
Measurement of the liability component requires estimation of fair value. Significant inputs include market yields for comparable non-convertible debt, the Company’s credit spread, risk-free interest rates, term to maturity, liquidity premium, expected life and assumptions regarding conversion, redemption or repurchase behaviour.
Changes in the assumptions above may materially affect the carrying amount of the liability or derivative and the amount recognised in profit or loss.
3.2Bilboes sulphide
IFRS 6 Exploration for and Evaluation of Mineral Resources (“IFRS 6”) requires that both technical feasibility and commercial viability be demonstrable before exploration and evaluation assets are reclassified to development assets. Following an assessment of the technical and commercial status of the Bilboes sulphide project, management concluded that, as at March 31, 2026, the criteria for transition from the exploration and evaluation phase to the development phase had been met. Accordingly, the Bilboes sulphide asset was transferred from exploration and evaluation assets to development assets effective March 31, 2026. Refer to notes 13 and 14.
4Material accounting policies
4.1Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Other borrowing costs are expensed in the period in which they are incurred and recognised as finance cost.
Refer to note 23.1.
9
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
4Material accounting policies (continued)
4.2Financial instruments
4.2.1Financial assets
The Group had the following financial assets:
Financial assets at amortised cost
Financial assets at amortised cost comprise trade receivables. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses. A trade receivable without a significant financing component is initially measured at the transaction price.
Fair value through profit or loss
This category comprises the put options. These instruments are carried at fair value with changes in fair value recognised in profit or loss as fair value gains or losses on derivative financial instruments. Transaction costs are recognised in profit or loss immediately when incurred. The Group does not have any financial assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss. Estimations made and further information is referred to in note 9.
4.2.2Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was acquired.
Fair value through profit or loss
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value. Estimations made and further information is in note 9. All changes in the fair value of derivative instruments are accounted for in profit or loss and all proceeds and acquisitions are classified under investing activities in the consolidated cash flow statement.
Financial liabilities at amortised cost
Non-derivative financial liabilities are recognised initially on the date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire.
Non-derivative financial liabilities consist of bank overdrafts, loans and borrowings and trade and other payables.
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.
Notes
The Group recognises the Notes when it becomes party to the contractual provisions of the instrument. The Notes comprise a contractual obligation to pay cash interest and principal together with a conversion feature that permits settlement in cash, ordinary shares of the Company, or a combination of cash and ordinary shares in accordance with the terms of the relevant indenture.
10
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
4Material accounting policies (continued)
4.2Financial instruments (continued)
4.2.2Financial liabilities (continued)
Notes (continued)
Where the conversion feature meets the definition of an equity instrument under IAS 32, the Notes are accounted for as a compound financial instrument. On initial recognition, the liability component is measured at the fair value of a similar financial liability that does not contain an equity conversion feature. The equity component is measured as the residual amount of the proceeds received after deducting the fair value of the liability component. Directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
The liability component is subsequently measured at amortised cost using the effective interest method. Interest expense recognised in profit or loss comprises the contractual coupon interest and the amortisation of the initial discount and allocated transaction costs. The equity component is not remeasured after initial recognition.
Where the conversion feature or other embedded features do not meet the criteria for equity classification, the relevant feature is recognised separately as a derivative financial liability measured at fair value through profit or loss, (“FVTPL”) at each reporting date. Fair value changes are recognised directly in the profit or loss as fair value gains or losses. Any directly attributable transaction costs are allocated to the liability and derivative components in proportion to their initial carrying amounts. Such allocated transaction costs for the derivative component are recognised in the profit or loss.
Upon conversion, redemption, repurchase, maturity or other extinguishment of the Notes, the carrying amounts of the host debt liability and derivative financial liability are derecognised. The consideration paid or issued is allocated between the extinguishment of the host debt liability and settlement of the derivative financial liability based on their respective fair values at the transaction date. Any resulting gain or loss on extinguishment or remeasurement is recognised in profit or loss.
As the Notes were issued to primarily fund the development of the Bilboes project, a qualifying asset under IAS 23, the borrowing costs are capitalised to the asset in accordance with IAS 23.
5Blanket Zimbabwe Indigenisation Transaction
On February 20, 2012 the Group announced it had signed a Memorandum of Understanding (“MoU”) with the Minister of Youth, Development, Indigenisation and Empowerment of the Government of Zimbabwe pursuant to which the Group agreed that indigenous Zimbabweans would acquire an effective
| ● | sold a |
| ● | sold a |
| ● | sold a |
| ● | donated a |
11
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
5Blanket Zimbabwe Indigenisation Transaction (continued)
The Group facilitated the vendor funding of these transactions which is repaid by way of dividends from Blanket Mine.
Accounting treatment
The directors of Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”), a wholly - owned subsidiary of the Company, performed an assessment using the requirements of IFRS 10 Consolidated Financial Statements (“IFRS 10”). It was concluded that CHZ should consolidate Blanket Mine after the indigenisation. The subscription agreements with the indigenous shareholders have been accounted for accordingly as a transaction with non-controlling interests and as a share-based payment transaction.
The subscription agreements, concluded on February 20, 2012, were accounted for as follows:
| ● | Non-controlling interests (“NCI”) were recognised on the portion of shareholding upon which dividends declared by Blanket Mine will accrue unconditionally to equity holders as follows: |
| (a) |
| (b) |
| (c) |
| ● | This effectively means that NCI was initially recognised at |
| ● | The remaining |
| ● | The transaction with BETS is accounted for in accordance with IAS 19 Employee Benefits (profit sharing arrangement) as the ownership of the shares does not ultimately pass to the employees. The employees are entitled to participate in |
| ● | BETS is an entity effectively controlled and consolidated by Blanket Mine. Accordingly, the shares held by BETS are effectively treated as treasury shares in Blanket Mine and no NCI is recognised. |
Fremiro purchase agreement
On November 5, 2018 the Company and Fremiro entered into a sale agreement for Caledonia to purchase Fremiro’s
12
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
5Blanket Zimbabwe Indigenisation Transaction (continued)
Accounting treatment (continued)
Blanket Mine’s indigenisation shareholding percentages and facilitation loan balances
| | | | | | | | | | |
| | | | | | NCI subject | | Balance of facilitation | ||
| | | | Effective | | to | | loan(3) | ||
| | | | interest & NCI | | facilitation | | June 30, | | December 31, |
USD | | Shareholding | | recognised | | loan | | 2026 | | 2025 |
NIEEF(4) | | | % | | % | — | % | — | | |
Community Trust | | | % | | % | — | % | — | | — |
BETS(1), (2) |
| | % | — | % | — | % | — |
| — |
|
| | % | | % | — | % | — |
| |
(1) | The shares held by BETS are effectively treated as treasury shares. |
(2) | Accounted for under IAS19 Employee Benefits. |
(3) | Facilitation loans are accounted for as equity instruments and are accordingly not recognised as loans receivable. |
(4) | The final payment to settle the advance dividend loan to the NIEEF was made on April 23, 2026. Future dividends to NIEEF are unencumbered from the date the loan was settled in full. Following the full settlement of the facilitation loan during the period, the effective non-controlling interest increased from |
The balance on the facilitation loans is reconciled as follows:
| | | | |
| | June 30, 2026 | | June 30, 2025 |
Balance at January 1 |
| |
| |
Interest incurred |
| — |
| |
Dividends used to repay loan |
| ( |
| ( |
Balance at June 30 |
| — |
| |
6Production costs
| | | | |
| | June 30, 2026 | | June 30, 2025 |
Blanket Mine |
| |
| |
Salaries and wages |
| |
| |
Salaries and wages - BETS | | | | |
Consumable materials |
| |
| |
Electricity costs |
| |
| |
Safety |
| |
| |
Share-based payment expense (note 10) |
| |
| |
On mine administration |
| |
| |
Security |
| |
| |
Solar operations and maintenance services |
| — |
| |
Pre-feasibility exploration costs |
| |
| |
| | | | |
Bilboes |
| |
| |
Salaries and wages |
| |
| |
Consumable materials |
| |
| |
Electricity costs |
| |
| |
Share-based payment expense (note 10) |
| |
| |
On mine administration |
| |
| |
|
| |
| |
| | 53,522 | | 46,576 |
13
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
7Net foreign exchange loss
During the six months ended June 30, 2026, the ZiG weakened against the US dollar, resulting in foreign exchange losses on ZiG-denominated balances, as set out in the table below.
The retention threshold on gold receipts effective February 6, 2025 was
| | | | | | | | | | | | |
| | June 30, 2026 | | June 30, 2025 | ||||||||
| | ZiG | | Other | | Total | | ZiG | | Other | | Total |
Unrealised foreign exchange losses | | ( |
| ( |
| ( | | ( |
| ( |
| ( |
Taxation and VAT | | ( |
| — |
| ( | | ( |
| — |
| ( |
Cash, receivables and intercompany loans | | ( |
| ( |
| ( | | ( |
| ( |
| ( |
| | | | | | | | | | | | |
Realised foreign exchange (losses) gains | | ( |
| ( |
| ( | | ( |
| ( |
| ( |
Bullion sales receivable | | |
| — |
| | | ( |
| — |
| ( |
Cash and cash equivalents | | ( |
| ( |
| ( | | ( |
| ( |
| ( |
Taxation, VAT and other receivables | | ( |
| — |
| ( | | ( |
| — |
| ( |
Trade and other payables | | ( |
| — |
| ( | | ( |
| — |
| ( |
| | | | | | | | | | | | |
Net foreign exchange loss | | ( |
| ( |
| ( | | ( |
| ( |
| ( |
8Administrative expenses
| | | | |
| | June 30, 2026 | | June 30, 2025 |
Investor relations |
| | | |
Audit fee |
| | | |
Advisory services fees |
| | | |
Listing fees |
| | | |
Directors fees – Group |
| | | |
Directors fees – Blanket |
| | | |
Employee costs |
| | | |
Employee costs – settlements - Group |
| | | |
Employee costs – bonuses - Group |
| ( | | |
Other office administration cost |
| | | |
Information and Communications Technology costs |
| | | |
Management liability insurance |
| | | |
Travel costs |
| | | |
|
| | | |
14
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
9Derivative financial instruments
The Company had the following open Asian put options and capped call options as at June 30, 2026. The put options were entered into to protect the Company against gold prices lower than the strike price over the period hedged. The options are “out-of-the-money” put options which lock in a minimum price over the number of ounces that are subject to the hedge for an initial option price. Refer to note 9.1.2 for additional information on the capped call options.
These arrangements carry no further financial obligations, such as margin calls and none of the options have been designated for hedge accounting.
9.1Derivative financial assets
| | | | | | |
| | | | June 30, 2026 | | December 31, 2025 |
Put options |
| 9.1.1 |
| |
| |
Capped call options |
| 9.1.2 |
| |
| — |
| | |
| |
| |
| | | | | | |
Current |
| |
| |
| |
Non-current |
| |
| |
| |
| | |
| |
| |
9.1.1Put options
At June 30, 2026 the Company had the following put options outstanding to hedge gold price risk, reflecting the expiry of certain option positions during the period:
| | | | | | | | | |
| | Ounces hedged | | Ounces hedged | | | | | |
Purchase date | | June 30, 2026 | | December 31, 2025 | | Strike price | | Period of hedge | |
November 12, 2025 |
| 54,000 oz | | 60,000 oz | | $ | |
| January 2026 - December 2028 |
November 21, 2025 |
| 36,000 oz | | 48,000 oz | | $ | |
| January 2026 - December 2027 |
A total premium of $
A total premium of $
9.1.2Capped call options
Separately, in connection with pricing of the Notes (refer to note 23), the Company entered into privately negotiated capped call transactions with option counterparties. These cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of common shares initially underlying the Notes. The capped calls are intended to mitigate potential economic dilution upon conversion and/or offset any cash payments the Company may be required to make in excess of principal, subject to a cap. Option counterparties or their affiliates may establish and modify hedges in our common shares and related derivatives, which may affect the market price of our common shares and the trading price of the Notes.
15
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
9Derivative financial instruments (continued)
9.2Derivative financial liabilities
| | | | | | |
| | | | June 30, 2026 | | December 31, 2025 |
Derivative liability component (Notes) |
| 9.2.1 |
| |
| — |
| | |
| |
| — |
| | | | | | |
Current |
| |
| — |
| — |
Non-current |
| |
| |
| — |
| | |
| |
| — |
9.2.1Derivative liability component (Notes)
The Notes (refer to note 23) contain a contingent settlement feature (the Company may settle in cash, shares or combination at its election). The Notes are a compound financial instrument, and the host debt (amortised cost) must be separated from the embedded conversion option (derivative measured at fair value through profit or loss).
Under IAS 32, this feature is a financial liability (derivative) and must be separated from the host debt and is initially recognised as fair value and subsequently under IFRS 9 Financial Instruments. Fair‑value measurement of the derivative follows the IFRS 13 Fair Value Measurement requirements; disclosures follow IFRS 7 Financial Instruments: Disclosures and any Earnings Per Share implications are addressed under IAS 33 Earnings Per Share.
The carrying amount of the derivative liability comprises the following components:
| | |
January 1, 2026 | | — |
Allocation of gross proceeds(1)(2) |
| |
Fair value movement |
| ( |
Balance June 30, 2026 |
| |
| (1) | Transaction cost of $ |
(2) | The balance of the $ |
| | |
Current | | — |
Non-current |
| |
|
| |
9.3Fair values and cash flow movements
Outlined below are the fair value and cash flow movements of the Group’s derivative financial instruments during the period:
| | | | | | |
Fair value movements - derivative financial instruments | | | | June 30, 2026 | | June 30, 2025 |
Put options |
| 9.1.1 |
| |
| ( |
Capped call options |
| 9.1.2 |
| ( |
| — |
Derivative liability component (Notes) |
| 9.2.1 |
| |
| — |
|
| |
| |
| ( |
16
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
9Derivative financial instruments (continued)
9.3Fair values and cash flow movements (continued)
| | | | | | |
Cash flows arising from investing activities | | | | June 30, 2026 | | June 30, 2025 |
Acquisition of put options |
| 9.1.1 |
| ( |
| ( |
Acquisition capped call options |
| 9.1.2 |
| ( |
| — |
| | |
| ( |
| ( |
| | | | | | |
Cash flows arising from financing activities | | | | June 30, 2026 | | June 30, 2025 |
Derivative liability component (Notes) |
| 9.2.1 |
| |
| — |
| | |
| |
| — |
The change in the fair value of these derivative financial instruments of $
The fair value of the financial instruments is included at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Management has assessed that the fair values of cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of derivative financial instruments not traded in an active market is determined by using valuation techniques. The fair value of derivative financial instruments traded in an active market are classified as level 1 in the fair value hierarchy. The fair value of derivative financial instruments not traded in an active market are classified as level 2 in the fair value hierarchy. The company did not apply hedge accounting to the derivative financial instruments and all fair value losses were recorded in the consolidated statements of profit or loss and other comprehensive income. Transaction costs are recognised in profit or loss as incurred.
Level 2 Asian put options
Asian put options are measured at fair value on a recurring basis and are classified as Level 2 within the fair value hierarchy in accordance with IFRS 13.
The fair value of the Asian put options is determined using a Black-Scholes option pricing model, which estimates the fair value of the options based on the contractual terms and prevailing market conditions at the measurement date.
The valuation model incorporates observable market-based inputs, including:
| ● | the spot price of the underlying commodity, |
| ● | implied volatility derived from observable market data, |
| ● | risk-free interest rates based on observable yield curves, |
| ● | the contractual strike price, and |
| ● | the remaining time to maturity of the options. |
The Black-Scholes model applies a risk-neutral valuation framework and discounts expected payoffs to the measurement date using the relevant risk-free rate.
No significant unobservable inputs are used in the valuation. Accordingly, the Asian put options are classified as Level 2 fair value measurements.
17
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
9Derivative financial instruments (continued)
9.3Fair values and cash flow movements (continued)
Level 3
Derivative liability component (Notes)
The derivative liability arising from the embedded conversion feature of the Notes is measured at fair value through profit or loss and is classified as a Level 3 financial liability within the fair value hierarchy. The fair value measurement is classified as Level 3 because it incorporates significant unobservable inputs that are not based on observable market data.
The fair value was determined using a specialist valuation model appropriate for convertible debt instruments, incorporating both observable market inputs and significant unobservable assumptions, including expected share price volatility, credit spread adjustments and other instrument-specific factors.
Capped Call Options
The capped call option assets, entered into in conjunction with the issuance of the Notes, are measured at fair value through profit or loss and are classified within Level 3 of the fair value hierarchy. The fair value measurement is classified as Level 3 because significant unobservable inputs are used in determining the valuation.
The fair value of the capped call options was determined using an option pricing model that reflects the contractual terms of the instruments and incorporates both observable market inputs and significant unobservable assumptions. Key inputs include the Company’s share price, expected share price volatility, risk-free interest rates, expected term and dividend assumptions.
Valuation Technique and Significant Unobservable Inputs
The valuation of the derivative liability was performed using a Monte Carlo simulation valuation model. Significant unobservable inputs included expected share price volatility and the Group’s credit spread.
The capped call options were valued using a Black-Scholes-Merton call spread model. The valuation treats each capped call option as a combination of a purchased call option at the contractual strike price and a written call option at the contractual cap price. The fair value is determined as the difference between the respective Black-Scholes values of the two options. Significant unobservable inputs included expected share price volatility and assumptions relating to future share price performance over the remaining contractual term of the options.
Management engaged an independent valuation specialist to determine the fair value of both the derivative liability and the capped call option as at June 30, 2026. The valuation methodology and key assumptions were reviewed by management and are considered to be appropriate and consistent with the assumptions that would be used by market participants at the reporting date.
Reconciliation of Level 3 Fair Value Measurements
| | | | |
| | Derivative | | Capped Call |
| | Liability | | Option |
| | US$ | | US$ |
Balance at January 1, 2026 |
| — |
| — |
Initial recognition on issuance of the Notes |
| ( |
| — |
Initial recognition on purchase of the capped call options |
| — |
| |
Fair value gain (loss) recognised in profit or loss |
| |
| ( |
Balance at June 30, 2026 |
| ( |
| |
The fair value movement recognised during the period is included within fair value gain/(loss) on derivative financial instruments in the profit or loss.
There were no transfers between Level 1, Level 2 and Level 3 of the fair value hierarchy during the six months ended June 30, 2026.
18
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
10Share-based payments
10.1Cash-settled share-based payments
10.1.1Performance Units
Certain management and employees within the Group are granted Performance Units (“PUs”) pursuant to provisions of the 2015 Omnibus Equity Incentive Compensation Plan (“OEICP”). All PUs were granted and approved at the discretion of the Compensation Committee of the Board of Directors.
PUs have a performance condition, determined on their grant date, based on metrics, including, depending on the year of grant, gold production from Blanket Mine, controllable all in sustaining cost per ounce of gold reduction, resource development and growth at Blanket Mine, blue sky exploration, establishment of a mineral resource at Motapa, financing and construction of the Bilboes sulphide project, commissioning of Bilboes, Bilboes project completed on budget and Blanket on-mine cost reduction and they have a performance period of one to
PUs have rights to dividends only after they have vested.
PUs (other than EPUs, see below) allow for settlement of the vesting date value in cash or, subject to conditions, shares issuable at fair market value or a combination of both at the discretion of the unitholder.
The fair value of the PUs (other than EPUs, see below) at the reporting date was based on the Black Scholes option valuation model. At the reporting date it was assumed that there is a
The liability as at June 30, 2026 amounted to $
The cash-settled share-based expense for PUs for the period amounted to $
The following assumptions were used in estimating the fair value of the cash-settled share-based payment liability on:
| | | | | |
| | June 30, 2026 | | December 31, 2025 |
|
| | PUs | | PUs |
|
Risk free rate |
| | % | % | |
Fair value (USD) |
| |
| | |
Share price (USD) |
| |
| | |
Performance multiplier percentage |
| % | % | ||
Volatility |
| |
| | |
January exercise price – 2022 awards (USD) |
| — |
| | |
April exercise price – 2023 awards (USD) |
| |
| | |
April exercise price – 2024 awards (USD) |
| |
| | |
| | | | | |
Share units granted: | | PUs | | PUs | |
2022 |
| — |
| | |
2023 |
| |
| | |
2024 |
| |
| | |
2025 |
| |
| | |
2026 |
| |
| — | |
Settlements/ terminations | | ( | | ( | |
Total awards outstanding | | | | | |
19
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
10Share-based payments (continued)
10.2Equity-settled share-based payments
10.2.1EPUs
PUs which are classified as equity-settled (i.e. there is no option to vest in cash) (“EPUs”) have a performance condition, determined on their grant date, including, depending on the year of grant, gold production from Blanket Mine, controllable all in sustaining cost per ounce of gold reduction, resource development and growth at Blanket Mine, blue sky exploration, establishment of a mineral resource at Motapa, financing and construction of the Bilboes sulphide project, commissioning of Bilboes, Bilboes project completed on/ in line with budget and Blanket on-mine cost reduction and they have a performance period of
EPUs have rights to dividends only after they have vested.
The shares issued are subject to a minimum holding period of until at least the first anniversary of the EPUs vesting date.
The fair value of the EPUs at the grant date was based on the Black Scholes option valuation model less the fair value of the expected dividends during the vesting period multiplied by the performance percentage. At the reporting date it was assumed that there is a
The following assumptions were used in estimating the fair value of the equity-settled share-based payment on:
| | | | | | | | | | | | | | | |
| | | | | | | | | | Bilboes Management | | ||||
Grant date | | April 8, 2024 | | April 1, 2025 | | April 1, 2026 | | June 29, 2026 | | April 1, 2026 | | May 11, 2026 | | June 1, 2026 |
|
Number of units – remaining at reporting date |
| |
| |
| | | | | | | | | | |
Share price (USD) - grant date |
| |
| |
| | | | | | | | | | |
Fair value (USD) - grant date |
| |
| |
| | | | | | | | | | |
Performance multiplier percentage at grant date |
| | % | | % | | % | | % | | % | | % | | % |
Performance multiplier percentage at June 30, 2026 |
| | % | | % | | % | | % | | % | | % | | % |
10.2.2Equity Restricted Share Units
Restricted Share Units (“RSUs”) which are classified as equity-settled (i.e. there is no option to vest in cash) (“ERSUs”) vest on the date as specified in the ERSUs agreement, given that the service conditions of the relevant employees have been fulfilled. The value of the vested ERSUs is the number of ERSUs vested multiplied by the fair market value of the Company’s shares, as specified by the OEICP, on the date of settlement.
ERSU holders are entitled to receive dividends over the vesting period. Such dividends will be reinvested in additional ERSUs at the then applicable share price.
The fair value of the ERSUs at the grant date was based on the Black Scholes option valuation model less the fair value of the expected dividends during the vesting period(s) multiplied by the performance multiplier expectation.
20
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
10Share-based payments (continued)
10.2Equity-settled share-based payments (continued)
10.2.2Equity Restricted Share Units (continued)
The following assumptions were used in estimating the fair value of the equity-settled share-based payment that are in issue:
| | | |
Grant date | | April 1, 2026 |
|
Vesting dates(1) |
| third on each of the first business day in April 2026, 2027 and 2028 | |
Number of units - remaining at reporting date |
| | |
Share price (USD) - grant date |
| | |
Fair value (USD) - grant date |
| | |
Performance multiplier percentage at grant date |
| | % |
(1) | The ERSUs will vest in three tranches on April 1, 2026, 2027 and 2028. |
The equity-settled share-based expense for ERSUs as at June 30, 2026 amounted to $
11Other expenses
| | | | |
| | June 30, 2026 | | June 30, 2025 |
Intermediated Money Transaction Tax(1) |
| | | |
Corporate and social responsibility |
| | | |
Retirement benefits |
| | | — |
Other |
| | | |
|
| | | |
(1) | Intermediated Money Transfer Tax (“IMTT”) is a transaction-based tax charged on electronic money transfer and transactions in Zimbabwe. |
12Finance income and finance cost
| | | | |
| | June 30, 2026 | | June 30, 2025 |
Finance income - Bank interest earned | | | | |
Finance income - Capitalised to property, plant and equipment (note 14) |
| ( | | — |
| | | | |
Unwinding of rehabilitation provision - Blanket (note 20) |
| ( | | ( |
Finance cost - Leases |
| ( | | ( |
Finance cost - Bank overdrafts |
| ( | | ( |
Finance cost - Bonds payable (note 22) | | ( | | ( |
Finance cost - Loans and borrowings (note 21) | | ( | | ( |
Finance cost - Loans and borrowings (Auramet payable) (note 21) | | ( | | — |
Finance cost - Notes(1) |
| ( | | — |
Finance cost - Capitalised to property, plant and equipment (note 14) | | | | — |
Total finance cost |
| ( | | ( |
| (1) | Interest accretion on the Notes represents the interest expense recognised on the Notes (refer to note 23) together with accrued interest payable presented in Note 24. |
21
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
13Exploration and evaluation assets
| | | | | | | | | | | | | | | | |
| | Bilboes | | | | | | | | | | | | | | |
| | Gold | | Motapa | | Maligreen | | GG | | Sabiwa | | Abercorn | | Valentine | | Total |
Balance at January 1, 2025 |
| |
| |
| |
| |
| |
| |
| |
| |
Decommissioning asset estimation adjustment |
| ( |
| |
| |
| — |
| — |
| — |
| — |
| ( |
Exploration costs: |
| |
| |
| |
| |
| |
| |
| |
| |
- Consumables and drilling |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| |
- Contractor |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| |
- Labour |
| — |
| |
| — |
| — |
| — |
| |
| — |
| |
- Power |
| — |
| — |
| |
| — |
| — |
| — |
| — |
| |
- Other |
| — |
| |
| |
| — |
| — |
| — |
| — |
| |
Preliminary economic assessment and feasibility study |
| |
| — |
| — |
| — |
| — |
| — |
| — |
| |
Impairment |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( |
| ( |
Balance at December 31, 2025 |
| | | | | | | | | — | | — | | — | | |
| | | | | | | | | | | | | | | | |
Balance at January 1, 2026 |
| | | | | | | | | — | | — | | — | | |
Decommissioning asset estimation adjustment |
| |
| |
| |
| — |
| — |
| — |
| — |
| |
Exploration costs: |
| |
| |
| |
| |
| |
| |
| |
| |
- Consumables and drilling |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| |
- Contractor |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| |
- Labour |
| — |
| |
| — |
| — |
| — |
| — |
| — |
| |
- Power |
| — |
| — |
| |
| — |
| — |
| — |
| — |
| |
- Other |
| |
| |
| — |
| — |
| — |
| — |
| — |
| |
Transfer to property, plant and equipment | | ( | | — | | — | | — | | — | | — | | — | | ( |
Balance at June 30, 2026 |
| — | | | | | | | | — | | — | | — | | |
22
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
14Property, plant and equipment
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Mine | | | | | | | | | | | | | | |
| | | | | | development, | | | | | | | | | | | | Bilboes Mine | | |
| | | | | | infrastructure | | | | | | | | | | | | development, | | |
| | Land and | | Right of use | | and other (excl. | | Assets under | | Decommissioning | | Plant & | | Furniture | | Motor | | infrastructure | | |
Cost | | Buildings | | asset | | Bilboes) | | construction | | assets | | Equipment | | & Fittings | | Vehicles | | and other | | Total |
Balance at January 1, 2025 |
| |
| |
| |
| |
| |
| |
| |
| | | — |
| |
Additions(1) |
| |
| — |
| — |
| |
| ( |
| |
| |
| | | — |
| |
Disposals |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | | — |
| ( |
Reallocations between asset classes |
| |
| — |
| |
| ( |
| — |
| |
| — |
| — | | — |
| — |
Reallocation of right of use asset(2) | | — |
| ( |
| — |
| — |
| — |
| — |
| — |
| — | | — |
| ( |
Foreign exchange movement |
| — |
| |
| — |
| |
| — |
| — |
| |
| — | | — |
| |
Balance at December 31, 2025 |
| |
| — |
| |
| |
| |
| |
| |
| | | — |
| |
| | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2026 |
| |
| — |
| |
| |
| |
| |
| |
| | | — |
| |
Additions(1)(3) |
| — |
| — |
| |
| |
| |
| |
| |
| | | |
| |
Disposals |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( | | — |
| ( |
Reallocations between asset classes |
| |
| — |
| |
| ( |
| — |
| |
| — |
| — | | — |
| — |
Transfer from exploration and evaluation assets | | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | | |
| |
Foreign exchange movement |
| — |
| — |
| — |
| |
| — |
| — |
| |
| — | | — |
| |
Balance at June 30, 2026 |
| |
| — |
| |
| |
| |
| |
| |
| | | |
| |
(1) | Additions include change in estimates on decommissioning assets (refer to note 20). |
(2) | Right of use assets has been included as a separate line on the Statement of Financial Position. |
(3) | Additions include $ |
23
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
14Property, plant and equipment (continued)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Mine | | | | | | | | | | | | | | |
| | | | | | development, | | | | | | | | | | | | Bilboes Mine | | |
Accumulated | | | | | | infrastructure | | | | | | | | | | | | development, | | |
depreciation and | | Land and | | Right of use | | and other (excl. | | Assets under | | Decommissioning | | Plant & | | Furniture | | Motor | | infrastructure | | |
Impairment losses | | Buildings | | asset | | Bilboes) | | construction | | assets | | Equipment | | & Fittings | | Vehicles | | and other | | Total |
Balance at January 1, 2025 |
| |
| |
| |
| — |
| |
| |
| |
| | | — |
| |
Depreciation for the year |
| |
| — |
| |
| — |
| — |
| |
| |
| | | — |
| |
Accumulated depreciation derecognised assets |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | | — |
| ( |
Accumulated depreciation of right of use assets | | — | | ( | | — | | — | | — | | — | | — | | — | | — | | ( |
Foreign exchange movement |
| — |
| ( |
| — |
| — |
| — |
| — |
| |
| — | | — |
| |
Balance at December 31, 2025 |
| |
| — |
| |
| — |
| |
| |
| |
| | | — |
| |
| | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2026 |
| |
| — |
| |
| — |
| |
| |
| |
| | | — |
| |
Depreciation for the period |
| |
| — |
| |
| — |
| |
| |
| |
| | | — |
| |
Accumulated depreciation on disposals | | — | | — | | — | | — | | — | | — | | — | | ( | | — | | ( |
Foreign exchange movement |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| — | | — |
| |
Balance at June 30, 2026 |
| |
| — |
| |
| — |
| |
| |
| |
| | | — |
| |
| | | | | | | | | | | | | | | | | | | | |
Carrying amounts |
| |
| |
| |
| |
| |
| |
| |
| | | |
| |
At December 31, 2025 |
| | | — | | | | | | | | | | | | | | — | | |
At June 30, 2026 |
| |
| — |
| |
| |
| |
| |
| |
| | | |
| |
14.1Capital commitments
The amount of contractual commitment for the acquisition of property, plant and equipment at June 30, 2026 amounted to $
24
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
15Inventories
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Consumable stores(1) | | | | |
Gold in progress and Ore Stockpile(2) | | | | |
| | | | |
(1) | Included in consumables stores is an amount of ($ |
(2) | Gold work in progress balance as at June 30, 2026 consists of |
16Trade and other receivables
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Bullion sales receivable |
| |
| |
VAT receivables |
| |
| |
Deposits for stores, equipment and other receivables |
| |
| |
|
| |
| |
The carrying value of trade receivables is considered a reasonable approximation of fair value and are short term in nature. No provision for expected credit losses was recognised in the current or prior period as none of the debtors were past due and there has been no historic credit losses on debtors. Up to the date of approval of these financial statements all of the outstanding bullion sales receivable were settled in full.
The VAT receivable received will be applied against our other taxes payable.
17Prepayments
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Caledonia Mining South Africa (Proprietary) Limited (“CMSA”) suppliers | | | | |
Blanket Mine third party suppliers - USD | | | | |
Blanket Mine third party suppliers - ZiG | | | | |
Blanket Mine third party suppliers - ZAR | | | | |
Bilboes third party suppliers - USD | | | | |
Other prepayments | | | | |
| | | | |
25
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
18Cash and cash equivalents
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Bank balances | | | | |
Cash and cash equivalents | | | | |
Overdrafts | | ( | | ( |
Net cash and cash equivalents | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | Balance drawn at | |
| | Date drawn | | Expiry | | Repayment term | | Principal value | | June 30, 2026 (million) | ||
Overdraft facilities | | | | | | | | | | | | |
Stanbic Bank Limited - ZiG | | Nov-25 | | Nov-26 | | On demand | | | ZiG | | $ | |
Stanbic Bank Limited - USD | | Nov-25 | | Nov-26 | | On demand | | $ | | $ | ||
CABS Bank - USD | | Oct-24 | | Mar-27 | | On demand | | $ | | $ | Nil | |
Nedbank - USD |
| Apr-25 |
| Apr-27 |
| On demand | | $ | | $ | ||
First Capital Bank – USD |
| Jun-26 |
| Jun-27 |
| On demand | | $ | | $ | ||
19Share capital
Authorised
Unlimited number of ordinary shares of
Unlimited number of preference shares of
Issued ordinary shares
| | | | |
| | Number of | | |
| | fully paid shares | | Amount |
January 1, 2025 |
| |
| |
Shares issued: |
| |
| |
Cash-settled share-based payments - employees (note 10.1.1) |
| |
| |
Equity restricted share units - employees (note 10.2.2) |
| |
| |
Options exercised | | | | |
December 31, 2025 |
| |
| |
Shares issued: | | | | |
Cash-settled share-based payments - employees (note 10.1.1) |
| |
| |
Equity-settled share-based payments - employees (note 10.2.2) |
| |
| |
June 30, 2026 |
| |
| |
Ordinary Shares (entitled Common Shares under the Company’s Memorandum of Association)
Ordinary shares rank pari passu in all respects. On a poll, each issued ordinary share of the Company carries
On liquidation, winding-up or dissolution of the Company, ordinary shareholders are entitled to a proportionate share of the residual assets of the Company after settlement of all liabilities.
The distribution of dividends and repayment of capital to ordinary shareholders is subject to local company law, solvency, and compliance with any applicable covenants under the Company’s financing arrangements.
26
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
20Provisions
Site restoration
Site restoration relates to the estimated cost of closing down the mines and projects and represent the site and environmental restoration costs, estimated to be paid as a result of mining activities or previous mining activities. For the Blanket Mine site restoration costs are capitalised in property, plant and equipment with an increase in the provision at the net present value of the estimated future and inflated cost of site rehabilitation. Subsequently the capitalised cost are amortised over the life of the mine and the provision is unwound over the period to estimated restoration. For properties in the exploration and evaluation phase, such as the Bilboes, Maligreen and Motapa projects, site restoration costs are capitalised in exploration and evaluation assets with an increase in the provision at the undiscounted value of the estimated cost of site rehabilitation. Subsequently the costs capitalised are not amortised and the provision is not unwound.
| | | | |
Reconciliation of site restoration provisions | | June 30, 2026 | | December 31, 2025 |
Blanket Mine |
| |
| |
Balance January 1 |
| |
| |
Unwinding of discount (note 14) |
| |
| |
Change in estimate (Blanket Mine) (note 14) |
| |
| ( |
Balance |
| |
| |
| | | | |
Motapa, Maligreen and Bilboes Gold |
| |
| |
Balance January 1 |
| |
| |
Change in estimate (Motapa) (note 13) |
| |
| |
Change in estimate (Maligreen) (note 13) |
| |
| |
Change in estimate (Bilboes Gold) (note 13 & note 14) |
| |
| ( |
Balance |
| |
| |
| | | | |
Total balance |
| |
| |
| | | | |
Current |
| — |
| — |
Non-current |
| |
| |
|
| |
| |
The discount rate in calculating the present value of the Blanket Mine provision is
The undiscounted gross rehabilitation costs for exploration and evaluation assets as at June 30, 2026, amounted to $
27
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
21Loans and borrowings
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Balance January 1 |
| |
| |
Cashflows |
| |
| |
Repayment - capital |
| ( |
| ( |
Repayment - finance cost |
| ( |
| ( |
Acquisition of put option (Auramet) | | ( | | — |
| | | | |
Non-cashflows |
| |
| |
Finance cost(1) |
| |
| |
Additions - Nedbank |
| — |
| |
Additions - put options (Auramet) |
| — |
| |
| | | | |
Balance |
| |
| |
| (1) | Finance cost are accounted for using the effective interest rate method as disclosed in note 12. |
| | | | |
Current | | | | |
Non-current | | | | |
|
| |
|
| | | | | | | | |
| | | | Nominal interest | | | | |
June 30, 2026 | | Currency | | rate | | Face Value | | Carrying value |
Unsecured term loan - CABS(3) |
| USD |
|
| |
| | |
Motor vehicles term loan - Nedbank(4) |
| USD |
| % | | | | |
Auramet payable(5) |
| USD |
| % | |
| | | | | | | | |
| | | | Nominal interest | | | | |
December 31, 2025 | | Currency | | rate | | Face Value | | Carrying value |
Unsecured term loan - CABS | | USD | | | | | |
(2) | Secured Overnight Funding Rates (“SOFR”) |
(3) | Interest and capital is paid on a quarterly basis. With capital payments commencing at the end of month six. Monthly deposits of at least $ |
(4) | The loans are repayable over a 36-month period and are secured by a cession of revenue proceeds amounting to the greater of |
(5) | Interest was paid on a monthly basis. The capital amount was paid in full in February 2026. |
28
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
22Loan note instruments
| | | | | | |
Loan note instruments - finance costs | | | | June 30, 2026 | | June 30, 2025 |
Solar loan notes |
| 22.1 |
| |
| |
|
| |
| | | |
| | | | | | |
Loan note instruments - financial liabilities | | | | June 30, 2026 | | December 31, 2025 |
Solar loan notes |
| 22.1 |
| |
| |
| | |
| |
| |
| | | | | | |
Current |
| |
| |
| |
Non-current |
| |
| |
| |
| | |
| |
| |
22.1Solar loan notes
Following the commissioning of Caledonia’s wholly owned solar plant on February 2, 2023, the decision was taken to optimise the capital structure of the Group and provide additional debt instruments to the Zimbabwean financial market by way of issuing loan notes pursuant to a loan note instrument (“bonds”). The bonds were issued by the Zimbabwean registered entity owning the solar plant, Caledonia Mining Services (Private) Limited. The bonds carry an interest rate of
A summary of the bonds is as follows:
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Balance January 1 |
| |
| |
Amounts received |
| |
| |
Transaction costs |
| ( |
| ( |
Finance cost accrued |
| |
| |
Repayment - finance cost |
| ( |
| ( |
Repayment - capital | | ( | | — |
Balance |
| |
| |
| | | | |
Current |
| |
| |
Non-current |
| |
| |
|
| |
| |
29
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
23Convertible senior notes
On January 20, 2026, the Company issued Notes under an indenture with U.S. Bank Trust Company, N.A. as Trustee. The Notes have an aggregate principal amount of $
The Notes are convertible at the option of holders in specified circumstances prior to October 15, 2032 and from October 15, 2032 until shortly before maturity regardless of those conditions. The initial conversion rate is 24.6837 common shares per $1,000 principal amount of Notes, subject to adjustment.
The Company may settle conversion obligations in cash, common shares, or a combination of cash and common shares. The default settlement method is initially combination settlement with a specified dollar amount of US$
| | |
January 1, 2026 | | — |
Allocation of gross proceeds received |
| |
Transaction costs allocated(1)(2) |
| ( |
Initial recognition |
| |
Interest accretion(3)(4) |
| |
Balance June 30, 2026 |
| |
| | |
Current |
| — |
Non-current |
| |
|
| |
| (1) | Transaction costs of $ |
| (2) | The balance of the $ |
| (3) | Effective April 1, 2026, interest expense on the Notes proceeds attributable to the development of Bilboes was capitalised to the Mine Development Asset. |
| (4) | $ |
23.1Borrowing cost
23.1.1Nature of borrowing cost
On January 20, 2026, Caledonia completed the issuance of $
During the period, the Group reassessed the status of the Bilboes Gold Project and, effective March 31, 2026, reclassified the project from an Exploration and Evaluation Asset to a Mine Development Asset. Management concluded that this date represented the commencement of development activities necessary to prepare the asset for its intended use and therefore constituted the commencement date for capitalisation of borrowing costs under IAS 23.
The Bilboes mine development asset is considered a qualifying asset because it is expected to require a substantial period of time before it is ready for its intended use as a producing mining operation. Borrowing costs directly attributable to the construction and development of the project are therefore capitalised as part of the cost of the asset in accordance with IAS 23.
30
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
23Convertible senior notes (continued)
23.1Borrowing cost (continued)
23.1.2Capitalised borrowing cost
Since the criteria for commencing capitalisation was met on March 31, 2026, the Group incurred the following eligible borrowing costs in relation to the Notes:
| | |
| | June 30, 2026 |
Effective interest expense |
| |
Corporate allocation adjustment @ |
| ( |
Total capitalisable borrowing costs |
| |
| | |
Interest income from temporary investment of Notes proceeds |
| ( |
Corporate allocation adjustment @ |
| |
Net interest income adjustment |
| ( |
| | |
Total eligible capitalisable borrowing costs |
| |
In accordance with IAS 23, investment income earned from temporary investment of the specific borrowings has been deducted in determining the borrowing costs eligible for capitalisation.
Management determined that the Notes were issued primarily to finance the Bilboes development project; however, a portion of the proceeds is expected to be utilised for general corporate and working capital purposes. Consequently, only the proportion of borrowing costs considered directly attributable to the development of the Bilboes Gold Project has been capitalised.
The borrowing costs capitalised during the period form part of the carrying amount of the Bilboes Mine Development Asset and will be depreciated or depleted over the useful economic life of the operation once commercial production commences.
Capitalisation Rate
The Group applied the effective borrowing rate associated with the Notes in determining borrowing costs eligible for capitalisation.
| | | |
| | June 30, 2026 |
|
Borrowing costs capitalised |
| | |
Capitalisation rate applied |
| | % |
The effective borrowing rate includes the impact of coupon interest together with the amortisation of debt issuance costs recognised under the effective interest method in accordance with IFRS 9.
31
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
24Trade and other payables
| | | | |
| | June 30, 2026 | | December 31, 2025 |
Trade payables |
| |
| |
Electricity accrual |
| |
| |
Audit fee |
| |
| |
Dividends due |
| |
| |
Interest payable on Notes | | | | — |
Standard bank option premium payable |
| — |
| |
Other payables |
| |
| |
Financial liabilities |
| |
| |
| | | | |
Production and management bonus accrual - Blanket Mine |
| |
| |
Other employee benefits - other |
| |
| |
Leave pay |
| |
| |
Bonus accrual |
| |
| |
Tailings storage facility - accrual |
| — |
| |
Other accruals |
| |
| |
Non-financial liabilities |
| |
| |
Total |
| |
| |
25Cash flow information
| | | | |
| | June 30, 2026 | | June 30, 2025 |
Operating profit |
| |
| |
Adjustments for: |
| |
| |
Unrealised foreign exchange losses (note 7) |
| |
| |
Cash-settled share-based payments expense (note 10.1) |
| |
| |
Share-based payments expense included in production costs (note 10) |
| |
| |
Cash portion of share-based payments vested |
| ( |
| ( |
Equity-settled share-based payments expense (note 10.2) |
| |
| |
Depreciation |
| |
| |
Fair value (gain) loss on derivative instruments (note 9) |
| ( |
| |
Profit on disposal of property, plant and equipment |
| ( |
| ( |
Profit on sale of non-current asset held for sale |
| — |
| ( |
Cash generated from operations before working capital changes |
| |
| |
Increase in Inventories |
| ( |
| ( |
Increase in prepayments |
| ( |
| ( |
Decrease in trade and other receivables |
| |
| |
(Decrease) increase in trade and other payables |
| ( |
| |
Cash generated from operations |
| |
| |
32
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
26Operating segments
The Group’s operating segments have been identified based on geographic areas. The strategic business units are managed separately because they require different technology and marketing strategies. For each of the strategic business units, the Group’s CEO reviews internal management reports on at least a quarterly basis. Blanket, Bilboes oxide mine, exploration and evaluation assets (“E&E projects”) and South Africa describe the Group’s reportable segments. The Blanket operating segment comprises Caledonia Holdings Zimbabwe (Private) Limited, Blanket Mine (1983) (Private) Limited, Blanket’s satellite projects and Caledonia Mining Services (Private) Limited (“CMS solar”). From March 31, 2026 the Bilboes mine segment comprises the oxide and sulphide mining activities. The E&E projects segment includes the exploration and evaluation activities of Motapa and Maligreen projects. The South African segment represents the sales made by Caledonia Mining South Africa Proprietary Limited to the Blanket Mine. The holding company (Caledonia Mining Corporation Plc) and Greenstone Management Services Holdings Limited (a UK company) are responsible for corporate administrative functions within the Group and contribute to the strategic decision making process of the CEO and are therefore included in the disclosure below and combined with corporate and other reconciling amounts that do not represent a separate segment. Also included under corporate and other reconciling amount is Caledonia Mining FZCO. Information regarding the results of each reportable segment is included below.
Performance is measured based on profit before income tax, as included in the internal management report that is reviewed by the Group’s CEO. Segment profit or exploration and evaluation cost is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. The accounting policies of the reportable segments are the same as the Group’s accounting policies.
33
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
26Operating segments (continued)
Information about reportable segments
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Corporate | | |
| | | | | | | | | | Inter-group | | and other | | |
| | | | South | | | | E&E | | eliminations | | reconciling | | |
For the 6 months ended June 30, 2026 | | Blanket | | Africa | | Bilboes | | projects | | adjustments | | amounts | | Total |
Revenue |
| |
| — |
| |
| — |
| — |
| — |
| |
Inter-segmental revenue |
| — |
| |
| — |
| — |
| ( |
| — |
| — |
Royalty |
| ( |
| — |
| ( |
| — |
| — |
| — |
| ( |
Production costs |
| |
| |
| |
| |
| |
| |
| |
Salaries and wages |
| ( |
| — |
| ( |
| — |
| — |
| — |
| ( |
Salaries and wages - BETS | | ( | | — | | — | | — | | — | | — | | ( |
Consumable materials |
| ( |
| ( |
| ( |
| — |
| |
| — |
| ( |
Electricity costs |
| ( |
| — |
| ( |
| — |
| — |
| — |
| ( |
Safety |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
Share-based payment expense |
| ( |
| — |
| ( |
| — |
| — |
| — |
| ( |
On mine administration |
| ( |
| — |
| ( |
| — |
| — |
| ( |
| ( |
Security |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
Pre-feasibility exploration costs |
| ( |
| — |
| — |
| — |
| — |
| — |
| ( |
Depreciation |
| ( |
| — |
| ( |
| — |
| |
| — |
| ( |
Other income |
| |
| — |
| — |
| — |
| ( |
| |
| |
Other expenses(1) | | ( |
| ( |
| ( |
| — |
| — |
| ( |
| ( |
Administrative expenses |
| |
| |
| |
| |
| |
| |
| |
Investor relations | | ( | | — | | — | | — | | — | | ( | | ( |
Audit fee | | ( | | ( | | | | ( | | — | | ( | | ( |
Advisory services fees | | ( | | ( | | ( | | | | | | ( | | ( |
Services | | — | | | | — | | — | | | | ( | | — |
Listing fees | | — | | — | | — | | — | | — | | ( | | ( |
Directors fees – Group | | — | | — | | — | | — | | — | | ( | | ( |
Directors fees – Blanket | | ( | | — | | — | | — | | — | | — | | ( |
Employee costs | | ( | | ( | | — | | — | | — | | ( | | ( |
Employee costs – settlements - Group | | — | | ( | | — | | — | | — | | — | | ( |
Employee costs – bonuses - Group | | | | ( | | — | | — | | — | | | | |
Other office administration cost | | ( | | ( | | — | | — | | — | | ( | | ( |
Information technology and communication cost | | ( |
| ( |
| — |
| — |
| |
| ( |
| ( |
Management liability insurance | | — |
| — |
| — |
| — |
| — |
| ( |
| ( |
Travel costs | | ( |
| ( |
| — |
| — |
| |
| ( |
| ( |
Management fee | | ( | | | | — | | — | | — | | — | | — |
Cash-settled share-based expense | | — | | — | | — | | — | | | | ( | | ( |
Equity-settled share-based expense | | — | | — | | — | | — | | | | ( | | ( |
Net foreign exchange (loss) gain | | ( | | | | ( | | — | | ( | | ( | | ( |
Fair value loss on derivative liabilities | | — | | — | | — | | — | | — | | | | |
Finance income | | — |
| |
| — |
| — |
| ( |
| |
| |
Finance cost | | ( |
| ( |
| ( |
| ( |
| |
| ( |
| ( |
Profit (loss) before tax | | |
| |
| ( |
| ( |
| |
| |
| |
Tax expense | | ( |
| ( |
| ( |
| — |
| |
| ( |
| ( |
Profit (loss) after tax | | |
| |
| ( |
| ( |
| |
| |
| |
| (1) | Other expenses include corporate and social responsibility of $ |
34
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
26Operating segments (continued)
Information about reportable segments (continued)
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Corporate | | |
| | | | | | | | | | Inter-group | | and other | | |
| | | | South | | | | E&E | | eliminations | | reconciling | | |
As at June 30, 2026 | | Blanket | | Africa | | Bilboes | | projects | | adjustments | | amounts | | Total |
Segment assets: | | | | | | | | | | | | | | |
Current (excluding intercompany, including assets held for sale) |
| |
| |
| — |
| |
| ( |
| |
| |
Non-current (excluding intercompany) |
| |
| |
| — |
| |
| ( |
| |
| |
Additions on property, plant and equipment (note 18) |
| |
| ( |
| |
| — |
| ( |
| |
| |
Additions on evaluation and exploration assets (note 17) |
| — |
| — |
| — |
| |
| — |
| — |
| |
Reallocation Bilboes sulphide | | — | | — | | | | ( | | — | | — | | — |
Intercompany balances |
| |
| |
| |
| — |
| ( |
| |
| — |
Segment liabilities: |
| |
| |
| |
| |
| |
| |
| |
Current (excluding intercompany) |
| ( |
| ( |
| — |
| ( |
| — |
| ( |
| ( |
Non-current (excluding intercompany) |
| ( |
| ( |
| — |
| ( |
| |
| ( |
| ( |
Intercompany balances |
| ( |
| ( |
| — |
| ( |
| |
| ( |
| — |
35
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
26Operating segments (continued)
Information about reportable segments (continued)
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Corporate | | |
| | | | | | | | | | Inter-group | | and other | | |
| | | | South | | | | E&E | | eliminations | | reconciling | | |
For the 6 months ended June 30, 2025 | | Blanket | | Africa | | Bilboes | | projects | | adjustments | | amounts | | Total |
Revenue |
| |
| — |
| |
| — |
| — |
| — |
| |
Inter-segmental revenue |
| — |
| |
| — |
| — |
| ( |
| — |
| — |
Royalty |
| ( |
| — |
| ( |
| — |
| — |
| — |
| ( |
Production costs |
| |
| |
| |
| |
| |
| |
| |
Salaries and wages | | ( | | — | | ( | | — | | — | | — | | ( |
Salaries and wages - BETS | | ( | | — | | — | | — | | — | | — | | ( |
Consumable materials | | ( | | ( | | ( | | — | | | | — | | ( |
Electricity costs | | ( | | — | | ( | | — | | — | | — | | ( |
Safety | | ( | | — | | — | | — | | — | | — | | ( |
Share-based payment expense | | ( | | — | | ( | | — | | | | — | | ( |
On mine administration | | ( | | ( | | ( | | — | | ( | | ( | | ( |
Security | | ( | | — | | — | | — | | — | | — | | ( |
Solar operations and maintenance services | | ( | | — | | — | | — | | — | | — | | ( |
Write down of inventory | | — | | — | | — | | — | | — | | — | | — |
Pre-feasibility exploration costs | | ( | | — | | — | | — | | — | | — | | ( |
Depreciation |
| ( |
| ( |
| ( |
| — |
| |
| ( |
| ( |
Other income | | | | — | | — | | — | | — | | — | | |
Other expenses(1) | | ( | | — | | ( | | — | | — | | ( | | ( |
Administrative expenses | | | | | | | | | | | | | | |
Investor relations | | ( | | — | | — | | — | | — | | ( | | ( |
Audit fee | | ( | | ( | | — | | ( | | — | | ( | | ( |
Advisory services fees | | ( | | ( | | — | | — | | | | ( | | ( |
Services | | — | | | | — | | — | | ( | | ( | | — |
Listing fees | | — | | — | | — | | — | | — | | ( | | ( |
Directors fees – Group | | — | | — | | — | | — | | — | | ( | | ( |
Directors fees – Blanket | | ( | | — | | — | | — | | — | | — | | ( |
Employee costs | | ( | | ( | | — | | — | | — | | ( | | ( |
Employee costs – settlements - Group | | — | | ( | | — | | — | | — | | — | | ( |
Employee costs – bonuses - Group | | ( | | ( | | — | | — | | — | | ( | | ( |
Other office administration cost | | ( | | ( | | ( | | — | | — | | ( | | ( |
Information technology and communication cost | | ( | | ( | | — | | — | | | | — | | ( |
Management liability insurance | | — | | — | | — | | — | | — | | ( | | ( |
Travel costs | | ( | | ( | | — | | — | | | | ( | | ( |
Management fee | | ( | | | | — | | — | | — | | — | | — |
Cash-settled share-based expense | | — | | — | | — | | — | | — | | ( | | ( |
Equity-settled share-based expense | | — | | — | | — | | — | | — | | ( | | ( |
Net foreign exchange (loss) gain | | ( | | | | ( | | — | | ( | | ( | | ( |
Fair value loss on derivative liabilities | | — | | — | | — | | — | | — | | ( | | ( |
Profit on the sale of non-current assets held for sale | | — | | ( | | — | | — | | | | | | |
Finance income | | — | | | | — | | — | | ( | | | | |
Finance cost | | ( | | ( | | | | ( | | | | ( | | ( |
Profit (loss) before tax | | | | ( | | | | ( | | | | ( | | |
Tax expense | | ( | | ( | | | | — | | | | ( | | ( |
Profit (loss) after tax | | | | ( | | | | ( | | | | ( | | |
| (1) | Other expenses include corporate and social responsibility of $ |
36
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
26Operating segments (continued)
Information about reportable segments (continued)
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Corporate | | |
| | | | | | | | | | Inter-group | | and other | | |
| | | | South | | | | E&E | | eliminations | | reconciling | | |
As at June 30, 2025 | | Blanket | | Africa | | Bilboes | | projects | | adjustments | | amounts | | Total |
Segment assets: | | | | | | | | | | | | | | |
Current (excluding intercompany, including assets held for sale) |
| |
| |
| — |
| |
| ( |
| |
| |
Non-current (excluding intercompany) |
| |
| |
| — |
| |
| ( |
| ( |
| |
Additions on property, plant and equipment (note 18) |
| |
| |
| |
| — |
| ( |
| |
| |
Additions on evaluation and exploration assets (note 17) |
| — |
| — |
| — |
| |
| — |
| — |
| |
Intercompany balances |
| |
| |
| |
| — |
| ( |
| |
| — |
Segment liabilities: |
| |
| |
| |
| |
| |
| |
| |
Current (excluding intercompany) |
| ( |
| ( |
| — |
| ( |
| — |
| ( |
| ( |
Non-current (excluding intercompany) |
| ( |
| ( |
| — |
| ( |
| ( |
| ( |
| ( |
Intercompany balances |
| ( |
| ( |
| — |
| ( |
| |
| ( |
| — |
Major customer
Revenues from Fidelity amounted to $
The Group has made $
27Supplemental disclosure of cash flow items
| | | | |
| | June 30, | | June 30, |
Finance cost paid | | 2026 | | 2025 |
Finance cost (note 12) |
| |
| |
Non cash - Bonds interest (note 22) |
| ( |
| ( |
Non cash - Unwinding of rehabilitation provision (note 20) |
| ( |
| ( |
Non cash - Finance cost on leases (note 14) | | — | | ( |
Non cash - Finance cost on Notes (note 12) | | ( | | — |
Non cash - Finance cost capitalised to property, plant and equipment | | | | — |
|
| |
| |
| | | | |
| | June 30, | | June 30, |
Tax paid | | 2026 | | 2025 |
Net income tax (payable) receivable at January 1 |
| |
| |
Current tax expense |
| |
| |
Foreign currency movement |
| ( |
| ( |
Net income tax payable (receivable) June 30, |
| ( |
| ( |
|
| |
| |
37
Caledonia Mining Corporation Plc
Notes to the Condensed Consolidated Interim Financial Statements
For the period ended June 30, 2026
(in thousands of United States Dollars, unless indicated otherwise)
27Supplemental disclosure of cash flow items (continued)
| | | | |
| | June 30, | | June 30, |
Acquisition of property, plant and equipment | | 2026 | | 2025 |
Additions |
| |
| |
Net property, plant and equipment included in prepayments |
| ( |
| |
Net property, plant and equipment included in trade and other payables |
| |
| |
Right of use asset recognition (note 14) |
| — |
| ( |
Change in estimate for decommissioning asset - adjustment capitalised in property, plant and equipment (note 20) |
| ( |
| ( |
Equity-settled share-based payment expense capitalised | | ( | | — |
Borrowing cost capitalised (note 14) | | ( | | — |
| | | | |
| | | | |
| | June 30, | | June 30, |
Dividends paid | | 2026 | | 2025 |
Opening balance dividends due |
| |
| |
Dividends declared |
| |
| |
Closing balance dividends due |
| ( |
| ( |
|
| |
| |
28Contingencies
The Group may be subject to various claims that arise in the normal course of business. Management believes there are
29Subsequent events
There were no significant subsequent events between June 30, 2026 and the date of issue of these financial statements other than included in the preceding notes to the condensed consolidated interim financial statements.
30Going concern
The directors have at the time of approving these condensed consolidated interim financial statements, a reasonable expectation that Caledonia has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing these condensed consolidated interim financial statements.
38
Caledonia Mining Corporation Plc
For the period ended June 30, 2026
Additional information
DIRECTORS AND OFFICERS at August 10, 2026
BOARD OF DIRECTORS | | OFFICERS |
J. Ndlovu (2) (3) (5) (4) | | M. Learmonth (4) (5) (6) |
Non-executive Director | | Chief Executive Officer |
Johannesburg, South Africa | | Jersey, Channel Islands |
| | |
J. Kelly (2) (3) (5) (6) | | R. Jerrard (5) |
Non-executive Director | | Chief Financial Officer |
Connecticut, United States of America | | Jersey, Channel Islands |
| | |
M. Learmonth (4) (5) (6) (7) | | A. Chester (6) |
Chief Executive Officer | | General Counsel |
Jersey, Channel Islands | | Jersey, Channel Islands |
| | |
G. Wildschutt (1) (3) (5) (6) | | V. Gapare (4) (5) (6) |
Non-executive Director | | Executive Director |
Cape Town, South Africa | | Harare, Zimbabwe |
| | |
G. Wylie (1) (2) (3) (4) (5) | | S. Yu |
Non-executive Director | | Company Secretary |
Tas-Silema, Malta | | Jersey, Channel Islands |
| | |
V. Gapare (4) (5) (6) | | |
Executive Director | | BOARD COMMITTEES |
Harare, Zimbabwe | | (1) Audit and Risk Committee |
| | (2) Compensation Committee |
T. Gadzikwa (1) (2) (3) (5) | | (3) Nomination and Corporate Governance |
Non-executive Director | | Committee |
Johannesburg, South Africa | | (4) Technical Committee |
| | (5) Strategic Planning Committee |
S. Buys (3) (4) (5) (6) | | (6) ESG Committee |
Non-executive Director | | |
Surrey, United Kingdom | | |
| | |
L. Goldwasser (1) (2) (3) (5) | | |
Non-executive Director | | |
Florida, United States of America | | |
39
Caledonia Mining Corporation Plc
For the period ended June 30, 2026
Additional information
| ||||||
CORPORATE DIRECTORY as at August 10, 2026 | |
| |
| ||
| | | | | | |
CORPORATE OFFICES |
| BANKER |
| SOLICITORS |
| Bowman Gilfillan Inc (South Africa) |
Jersey |
| Barclays |
| Mourant (Jersey) |
| 11 Alice Lane |
Head and Registered Office |
| Level 11 |
| 22 Grenville Street |
| Sandton |
2nd Floor |
| 1 Churchill Place |
| St Helier |
| Johannesburg |
2 Mulcaster Street |
| Canary Wharf |
| Jersey JE4 8PX |
| 2196 |
St Helier |
| London E14 5HP |
| Channel Islands |
| South Africa |
Jersey, Channel Islands JE2 3NJ |
|
|
|
|
| |
| NOMINATED ADVISOR |
| Borden Ladner Gervais LLP (Canada) |
| Herbert Smith Freehills Kramer LLP | |
South Africa |
| Cavendish Securities PLC |
| Bay Adelaide Cantre, East Tower |
| Exchange House |
Caledonia Mining South Africa Proprietary Limited |
| One Bartholomew Close |
| 22 Adelaide Street West |
| Primrose Street |
No. 1 Quadrum Office Park |
| London |
| Suite 3400 |
| London |
Constantia Boulevard |
| EC1A 7BL |
| Toronto, ON, Canada |
| EC2A 2EG |
Floracliffe |
|
| M5H 4E3 |
|
| |
South Africa | | MEDIA AND INVESTOR RELATIONS | | | | AUDITOR |
| Capital Market Communication Limited (“Camarco”) |
| Dorsey & Whitney LLP (US) |
| BDO South Africa Incorporated | |
Zimbabwe |
| APCO Worldwide |
| Toronto-Dominion Centre |
| Wanderers Office Park |
Caledonia Holdings Zimbabwe (Private) Limited |
| Floor 5, 40 Strand |
| 66 Wellington St W |
| 52 Corlett Drive |
P.O. Box CY1277 |
| London WC2N 5RW |
| Suite 3400 |
| Illovo 2196 |
Causeway, Harare |
|
| Toronto, Ontario |
| South Africa | |
Zimbabwe |
| BROKER |
| M5K 1E6 |
|
|
|
| Liberum |
| Canada |
|
|
Capitalisation (August 10, 2026) |
| Ropemaker Place, Level 12 |
|
|
| |
Authorised: Unlimited | | 25 Ropemaker Street | | | | |
| | London | | Gill, Godlonton and Gerrans (Zimbabwe) | | |
Shares, Warrants and Options Issued: | | EC2Y 9LY | | Beverley Court | | |
Shares: 19,335,079 | | | | 100 Nelson Mandela Avenue | | |
Options: Nil | | REGISTRAR AND TRANSFER AGENT | | Harare, Zimbabwe | | |
| | Computershare | | | | |
SHARE TRADING SYMBOLS | | 150 Royall Street, | | | | |
NYSE American - Symbol “CMCL” | | Canton, | | | | |
AIM - Symbol “CMCL” | | Massachusetts, 02021 | | | | |
VFEX - Symbol “CMCL” | | | | | | |
40
Table of Contents
Exhibit 99.2
CALEDONIA MINING CORPORATION PLC | August 10, 2026 |
Management’s Discussion and Analysis
This management’s discussion and analysis (“MD&A”) of the consolidated operating results and financial position of Caledonia Mining Corporation Plc (“Caledonia” or “the Company”) is for the quarter (“Q2 2026” or the “Quarter”) and half-year ended June 30, 2026. It should be read in conjunction with the Unaudited Condensed Consolidated Interim Financial Statements of Caledonia for the Quarter (the “Interim Financial Statements”) which are available from SEDAR+ at www.sedarplus.ca or from Caledonia’s website at www.caledoniamining.com. The Interim Financial Statements and related notes have been prepared in accordance with International Financial Reporting Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). In this MD&A, the terms “Caledonia”, “the Company”, “the Group”, “we”, “our” and “us” refer to the consolidated operations of Caledonia Mining Corporation Plc and its subsidiaries unless otherwise specifically noted or the context requires otherwise.
Note that all currency references in this document are in US Dollars (also “$”, “US$” or “USD”), unless stated otherwise. The MD&A is focused on material matters.
1
Table of Contents
Table of contents
| | |
| | |
1. OVERVIEW | 3 | |
2. SUMMARY | 3 | |
3. SUMMARY FINANCIAL RESULTS | 8 | |
| 3.1 Revenue analysis | 9 |
| 3.2 Production, other cost and other income analysis | 9 |
| 3.3 Cash flow analysis | 15 |
| 3.4 Analysis of financial position | 18 |
| 3.5 Supplementary financial information | 19 |
4. OPERATIONS | 19 | |
| 4.1. Gold Production - Blanket | 19 |
| 4.2. Underground - Blanket | 19 |
| 4.3. Capital Projects - Blanket | 20 |
| 4.4. Indigenisation | 20 |
| 4.5. Bilboes Sulphide Project | 21 |
| 4.6. Zimbabwe Commercial Environment | 21 |
| 4.7. Opportunities and Outlook | 24 |
5. EXPLORATION | 26 | |
6. INVESTING | 28 | |
7. LIQUIDITY AND CAPITAL RESOURCES | 28 | |
8. OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES | 29 | |
9. ADJUSTED EARNINGS PER SHARE | 29 | |
10. RELATED PARTY TRANSACTIONS | 30 | |
11. CRITICAL ACCOUNTING ESTIMATES | 30 | |
12. FINANCIAL INSTRUMENTS | 33 | |
13. SECURITIES OUTSTANDING | 34 | |
14. RISK ANALYSIS | 34 | |
15. FORWARD LOOKING STATEMENTS | 34 | |
16. CONTROLS | 35 | |
17. QUALIFIED PERSON | 35 | |
2
Table of Contents
1. OVERVIEW
Caledonia is a Zimbabwean focused exploration, development, and mining company. Caledonia owns a 64% stake in the gold-producing Blanket mine (“Blanket”), and 100% stakes in the Bilboes oxide mine, the Bilboes sulphide project (together with the Bilboes oxide mine “Bilboes”) and the Motapa and Maligreen gold mining projects, all situated in Zimbabwe. Caledonia’s shares are listed on the NYSE American LLC (“NYSE American”), depositary interests in Caledonia’s shares are admitted to trading on AIM of the London Stock Exchange plc and depositary receipts in Caledonia’s shares are listed on the Victoria Falls Stock Exchange (“VFEX”) (all under the symbol “CMCL”).
2. SUMMARY
| 3 months ended | 6 months ended | Comment | ||
|---|---|---|---|---|---|
| June 30 | June 30 | | ||
| 2026 | 2025 | 2026 | 2025 | |
Consolidated gold produced (oz) | 17,737 | 21,442 | 32,916 | 40,548 | Gold produced in the Quarter was 17.3% lower than in the second quarter of 2025 (the “comparative quarter” or “comparable quarter” or “Q2 2025”). Blanket 17,360 ounces of gold (“ounces” or “oz”) were produced at Blanket in the Quarter (Q2 2025: 21,070 ounces), a 17.6% decrease from the comparable quarter due to lower grade and gold recovery partially offset by higher tonnes milled. Q2 2025 benefited from exceptional grades which resulted in a record second quarter that year. The lower performance in 2026 reflects the planned mining sequence and constrained access to higher-grade areas during the first half of the year. Bilboes 377 ounces of gold were produced from the Bilboes oxide mine in the Quarter (Q2 2025: 372 ounces). Although the mine was placed on care and maintenance at the end of September 2023, heap leaching will continue for as long as it makes a cash contribution. Oxide mining and processing will resume when the stripping of the waste for the sulphide project commences. |
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| 3 months ended | 6 months ended | Comment | ||
|---|---|---|---|---|---|
| June 30 | June 30 | | ||
| 2026 | 2025 | 2026 | 2025 | |
Consolidated gold sold (oz) | 17,811 | 20,487 | 31,594 | 39,875 | Gold sold in the Quarter was 13.1% lower than in the comparative quarter. Blanket 17,427 ounces of gold were sold from Blanket in the Quarter (Q2 2025: 20,115 ounces), a 13.4% decrease. Gold sales exclude 3,589 ounces of gold work-in-progress, which were sold early in July. Bilboes 384 ounces of gold were sold from the Bilboes oxide mine in the Quarter (Q2 2025: 372 ounces). |
| 3 months ended | 6 months ended | Comment | ||
|---|---|---|---|---|---|
| June 30 | June 30 | | ||
| 2026 | 2025 | 2026 | 2025 | |
Consolidated on-mine cost per ounce ($/oz)1 | 1,675 | 1,123 | 1,704 | 1,161 | On-mine cost per ounce sold in the Quarter increased by 49.2% compared to the comparable quarter. The 49.2% increase in the Quarter against the comparable quarter was due to substantial employee benefits costs incurred in the quarter, which do not reflect core operating activities, and higher on-mine costs at Blanket. These factors, coupled with the lower grade in the quarter, meant that costs were spread across fewer production ounces. |
Consolidated all-in sustaining cost (“AISC”) per ounce ($/oz)1 | 2,678 | 1,805 | 2,715 | 1,801 | The AISC per ounce sold in the Quarter increased by 48.3% compared to the comparative quarter, predominantly due to higher on-mine costs, increased royalties driven by stronger gold prices in the quarter, and advisory fees from the successful issue of convertible bonds. The AISC increase also reflects the impact of lower ounces produced during the Quarter compared to Q2 2025 due to lower grade. |
Average realised gold price ($/oz)1 | 4,259 | 3,186 | 4,502 | 3,045 | The average realised gold price reflects international spot prices. |
Gross profit2 ($’000) | 39,182 | 33,806 | 71,283 | 60,732 | Gross profit for the Quarter increased from the comparative quarter, predominantly due to the higher gold price partly offset by lower ounces sold. |
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| 3 months ended | 6 months ended | Comment | ||
|---|---|---|---|---|---|
| June 30 | June 30 | | ||
| 2026 | 2025 | 2026 | 2025 | |
Net profit attributable to shareholders ($’000) | 23,806 | 20,487 | 39,659 | 29,402 | The increase in net profit attributable to shareholders was driven by improved gross profit performance and favourable fair value movements on derivative instruments, as detailed in Note 9 to the Interim Financial Statements. |
Basic IFRS earnings per share (“EPS”) (cents) | 136.3 | 105.7 | 216.0 | 150.3 | Basic IFRS EPS reflects the movement in IFRS profit attributable to shareholders. |
Adjusted EPS (cents)1 | 68.0 | 113.9 | 130.3 | 172.4 | Adjusted EPS excludes, inter alia, unrealised intercompany foreign exchange gains and losses, deferred tax and fair value movements on derivative financial instruments. |
Net cash from operating activities ($’000) | 28,435 | 28,084 | 47,809 | 41,273 | Net cash generated from operating activities in the Quarter increased compared with the comparable quarter, driven by higher operating profit. This increase was partially offset by higher working capital outflows. |
Net cash and cash equivalents ($’000) | 167,769 | 8,211 | 167,769 | 8,211 | Net cash and cash equivalents increased primarily as a result of the cash received from issuance of the Convertible Senior Notes in the first quarter of 2026. |
1 Non-IFRS measures such as “On-mine cost per ounce”, “AISC”, “average realised gold price” and “adjusted EPS” are used throughout this document. Refer to section 3.2. of this MD&A for a discussion of non-IFRS measures.
2 Gross profit is after deducting royalties, production costs and depreciation but before administrative expenses, other income, interest and finance charges and taxation.
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Production at Blanket
Gold production for the Quarter was 17,360 ounces, 17.6% lower than the record second quarter production of 21,070 ounces achieved in the comparative quarter. Production in the Quarter increased by 17.6% compared with the 14,767 ounces in the preceding quarter, reflecting improving access to higher-grade mining areas. The lower performance in 2026 compared to the comparative quarter reflects the planned mining sequence and constrained access to higher-grade areas during the first half of the year. Measures to restore access to higher-grade ore are gaining traction, as reflected in improving grades quarter-on-quarter.
Blanket sold 17,427 ounces in the Quarter. This represents a 13.4% decrease from the comparable quarter, when 20,115 ounces were sold.
The ounces sold in the Quarter includes a net movement of 67 ounces of gold work-in-progress. There were 3,589 ounces (Q2 2025: 2,262 ounces) of gold work-in-progress at the end of the Quarter which were sold immediately after the end of the Quarter.
Bilboes Sulphide Project
Caledonia published the “Bilboes Gold Project Technical Report Summary” with an effective date of October 31, 2025 prepared by DRA Projects (Pty) Ltd and filed by the Company on EDGAR as an exhibit to a Form 6-K Report of Foreign Private Issuer on November 24, 2025 (the “feasibility study”). The study outlines a single-phase development strategy, supported by proven and probable mineral reserves of 1.75 million ounces of gold contained in 24.1 million tonnes of ore at an average grade of 2.26 g/t. The project has an estimated mine life of 10.8 years with production expected to commence in late 2028, with approximately 200,000 ounces of gold forecast to be produced in the first full year of operation.
Following the publication of the feasibility study, Caledonia has implemented a strategic funding plan to advance the project to execution phase. A four-part funding strategy, combined with ongoing cash generation from Blanket, is expected to ensure the project is developed within the timetable set in the feasibility study.
The execution phase has two capital development stages with the first phase establishing the initial mine, plant and supporting infrastructure with a production capacity of 240,000 tonnes of ore per month at Isabella and McCays mining areas. The phase 1 construction phase runs until September 2028, and the first gold pour is expected by the end of 2028. Phase 2 will commence in 2030 and will enable production from the Bubi mining complex, which requires modifications to the processing plant to accommodate the slightly different characteristics of Bubi’s ore, expansion of the Tailings Storage Facility (“TSF”) and additional road infrastructure.
Caledonia intends to appoint DRA Projects (Pty) Limited as the engineering, procurement and construction manager (“EPCM”) to manage the project's construction and commissioning. Caledonia has appointed Metso Finland Oy to provide the BIOX technology, BIOX plant design and support, and intends to appoint SLR Consulting (South Africa) Proprietary Limited for the TSF design and associated workstreams, such as geotechnical and geohydrological studies.
For 2026, the Company has allocated capital expenditure of $48 million to this project. This investment is primarily for project development activities, including the Front-End Engineering Design (FEED) phase, general site infrastructure, TSF and EPCM contractor costs.
The following activities have been completed, and some are currently underway on site:
| ● | Site works for the geotechnical investigation of the process plant area were completed and laboratory testing is in progress. |
| ● | Process plant terrace design optimisation in progress. |
| ● | Tendering for the earthworks construction contract and for mills has been completed pending adjudication. |
| ● | First phase construction of accommodation facilities for the early works contractors; and |
| ● | Procurement of long lead items commencing in the third quarter of 2026. |
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Exploration at Motapa
US$3.8 million has been allocated to Motapa’s exploration as part of the Group’s 2026 growth capital programme, reflecting management’s continued commitment to disciplined investment in exploration while maintaining financial flexibility. Planned work programmes are designed to complement the Bilboes development timetable and to build a pipeline of potential future opportunities that could enhance mine life, operational flexibility and build regional scale over time.
The results of the 2025 drilling campaign were disclosed on June 10, 2026. Drilling has confirmed the continuity of mineralisation along a strike length of approximately 6km (Northern, Central and Southern trends). Additional prospective zones have been identified through the continuation of the surface trenching program. The Motapa area is highly prospective for both oxide and sulphide mineralisation, supporting near-term and longer-term development potential in the greater area.
Based on results to date, Caledonia expects to publish a maiden mineral resource estimate for portions of Motapa in the third quarter of 2026, representing a key milestone in evaluating the project's contribution to Caledonia’s broader development strategy.
The planned exploration for 2026 is further discussed in section 5.
2026 Production and cost guidance
Management re-affirms production guidance at Blanket for 2026 of 72,000 - 76,500 ounces.
Blanket’s on-mine cost per ounce guidance has been revised upwards to $1,600 - $1,800, while all-in sustaining cost (“AISC”) per ounce is expected to be in the range of $2,500 - $2,700. The revised cost guidance for 2026 reflects higher employee benefits costs associated with Blanket Employee Trust Services (Private) Limited (“BETS”) dividend distributions, which are classified as employee costs, higher royalty expenses on account of the strong gold prices, financial advisory fees on the Bilboes sulphide project and additional sustaining capital to support both near-term production and future growth. Details on the revised guidance are further discussed in section 4.7.
The 2026 capital expenditure programme is forecast to total $103.3 million, with $51.5 million allocated to Blanket, $3.8 million allocated to Motapa and $48.0 million allocated to Bilboes. The reduction in Bilboes spend reflects timing of payments in 2026. The capital expenditure will be funded through a combination of internally generated cash, cash reserves and debt, with no anticipated impact on the dividend. Capital expenditure for 2026 is further discussed in section 4.7.
Change in directors and management
As announced by the Company on April 30, 2026 as part of the Board’s succession planning process, Mr. John Kelly stepped down as Chairman with effect from the end of the Annual General Meeting on May 5, 2026 (“AGM”), and remained on the Board as a non-executive director following the meeting. The Board subsequently appointed Mr. July Ndlovu as Chairman with immediate effect following the conclusion of the AGM.
Mr. Nick Clarke did not stand for re‑election as a director at the AGM and therefore left the Board with effect from the AGM.
Strategy and Outlook: increased focus on growth opportunities
The immediate strategic focus is to:
| ● | As noted in its announcement of July 20, 2026, Caledonia re-affirmed Blanket’s production guidance for 2026 as a result of a continued improvement in grade at Blanket and the expectation that improvements to the processing and metallurgical plant will result in increased gold production in the second half of 2026; |
| ● | Engage in further exploration at Blanket with the objectives to upgrade existing inferred mineral resources to measured and indicated mineral resources so that Blanket’s life of mine may be extended and to commence exploration on other target areas on Blanket’s lease area which are outside the current mine footprint; |
| ● | continue with fundraising activities for the Bilboes sulphide project and commence mine development; and |
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| ● | continue with exploration activities at Motapa with a view to identifying sulphide and oxide mineral resources. Any sulphide mineral resources would eventually be treated as part of the Bilboes sulphide project; oxide mineral resources may create short term, relatively short-life revenue opportunities. |
The strategy and outlook of Caledonia is further discussed in section 4.7 of this MD&A.
3. SUMMARY FINANCIAL RESULTS
The table below sets out the consolidated profit or loss for the Quarter and the comparative quarter prepared under IFRS.
| | | | | | | | |
| | 3 months ended | | 6 months ended | ||||
For the | | June 30, | | June 30, | ||||
Unaudited ($’000’s, unless otherwise indicated) | | 2026 | | 2025 | | 2026 | | 2025 |
Revenue |
| 75,914 |
| 65,309 |
| 142,347 |
| 121,487 |
Royalty |
| (3,899) |
| (3,507) |
| (9,525) |
| (6,278) |
Production costs |
| (28,702) |
| (23,954) |
| (53,522) |
| (46,576) |
Depreciation |
| (4,131) |
| (4,042) |
| (8,017) |
| (7,901) |
Gross profit |
| 39,182 |
| 33,806 |
| 71,283 |
| 60,732 |
Net foreign exchange loss |
| (2,231) |
| (1,026) |
| (1,873) |
| (2,278) |
Administrative expenses |
| (5,573) |
| (4,363) |
| (10,623) |
| (8,961) |
Fair value gain/(loss) on derivative financial instruments |
| 11,501 |
| — |
| 15,496 |
| (1,592) |
Equity-settled share-based payments expense |
| (253) |
| (226) |
| (412) |
| (82) |
Cash-settled share-based payments expense |
| (84) |
| (285) |
| (108) |
| (443) |
Other expenses |
| (874) |
| (1,103) |
| (2,176) |
| (1,946) |
Other income |
| 37 |
| 75 |
| 98 |
| 141 |
Profit on the sale of non-current assets held for sale |
| — |
| 8,540 |
| — |
| 8,540 |
Operating profit |
| 41,705 |
| 35,418 |
| 71,685 |
| 54,111 |
Finance income |
| 267 |
| 121 |
| 1,230 |
| 127 |
Finance cost |
| (1,311) |
| (602) |
| (4,958) |
| (1,502) |
Profit before tax |
| 40,661 |
| 34,937 |
| 67,957 |
| 52,736 |
Tax expense |
| (10,641) |
| (11,341) |
| (19,024) |
| (17,977) |
Profit for the period |
| 30,020 |
| 23,596 |
| 48,933 |
| 34,759 |
| | | | | | | | |
Other comprehensive income |
| |
| |
| |
| |
Items that are or may be reclassified to profit or loss |
| |
| |
| |
| |
Exchange differences on translation of foreign operations |
| 411 |
| 239 |
| 104 |
| 446 |
Total comprehensive income for the period |
| 30,431 |
| 23,835 |
| 49,037 |
| 35,205 |
| | | | | | | | |
Profit attributable to: |
| |
| |
| |
| |
Owners of the Company |
| 23,806 |
| 20,487 |
| 39,659 |
| 29,402 |
Non-controlling interests |
| 6,214 |
| 3,109 |
| 9,274 |
| 5,357 |
Profit for the period |
| 30,020 |
| 23,596 |
| 48,933 |
| 34,759 |
| | | | | | | | |
Total comprehensive income attributable to: |
| |
| |
| |
| |
Owners of the Company |
| 24,217 |
| 20,726 |
| 39,763 |
| 29,848 |
Non-controlling interests |
| 6,214 |
| 3,109 |
| 9,274 |
| 5,357 |
Total comprehensive income for the period |
| 30,431 |
| 23,835 |
| 49,037 |
| 35,205 |
| | | | | | | | |
Earnings per share |
| |
| |
| |
| |
Basic earnings per share (cents) |
| 136.3 |
| 105.7 |
| 216.0 |
| 150.3 |
Diluted earnings per share (cents) |
| 136.3 |
| 105.7 |
| 215.8 |
| 150.3 |
Adjusted earnings per share (cents) |
| |
| |
| |
| |
Basic |
| 68.0 |
| 113.9 |
| 130.3 |
| 172.4 |
Dividends paid per share (cents) |
| 14.0 |
| 14.0 |
| 28.0 |
| 28.0 |
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3.1 Revenue analysis
The table below reconciles “Average gold price per ounce” to the revenue shown in the financial statements which have been prepared under IFRS.
| | | | | | | | |
Reconciliation of average realised gold price per ounce | | | | | | | | |
($’000’s, unless otherwise indicated) | | | | | | | | |
| | 3 months ended | | 6 months ended | ||||
| | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Revenue (IFRS) |
| 75,914 |
| 65,309 |
| 142,347 |
| 121,487 |
Revenues from sales of silver |
| (55) |
| (35) |
| (103) |
| (67) |
Revenues from sales of gold |
| 75,859 |
| 65,274 |
| 142,244 |
| 121,420 |
Gold ounces sold (oz) |
| 17,811 |
| 20,487 |
| 31,594 |
| 39,875 |
Average realised gold price per ounce (US$/oz) |
| 4,259 |
| 3,186 |
| 4,502 |
| 3,045 |
Revenue in the Quarter was 16.2% higher than the comparative quarter due to a 33.7% increase in the average realised price of gold sold and partially offset by a 13.1% decrease in ounces sold. Sales volumes were lower primarily due to reduced production at Blanket during the Quarter. Sales in the Quarter exclude 3,589 ounces (Q2 2025: 2,262) of gold that were held as work-in-progress and sold early in July 2026, and include 3,656 ounces of gold sold that were held as work-in-progress as at March 31, 2026.
The royalty rates effective from January 1, 2026, are:
| ● | 3% if the gold price is US$1,200 per ounce or below. |
| ● | 5% if the gold price is above US$1,200 and below US$5,000 per ounce. |
| ● | 10% if the gold price is above US$5,000 per ounce. |
3.2 Production, other cost and other income analysis
3.2.1 Cost per ounce
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost per ounce of gold sold | | | | | | | | | | | | | | | | | | | | | | | | |
(US$/ounce) | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bilboes Oxides | | Blanket | | Consolidated | ||||||||||||||||||
| | 3 months ended | | 6 months ended | | 3 months ended | | 6 months ended | | 3 months ended | | 6 months ended | ||||||||||||
| | Jun 30 | | Jun 30 | | Jun 30 | | Jun 30 | | Jun 30 | | Jun 30 | ||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 |
On-mine cost per ounce3 |
| 3,527 |
| 2,249 |
| 3,075 |
| 2,176 |
| 1,635 |
| 1,102 |
| 1,668 |
| 1,140 |
| 1,675 |
| 1,123 |
| 1,704 |
| 1,161 |
All-in sustaining cost per ounce3 |
| 3,538 |
| 2,458 |
| 3,257 |
| 2,366 |
| 2,659 |
| 1,793 |
| 2,701 |
| 1,789 |
| 2,678 |
| 1,805 |
| 2,715 |
| 1,801 |
All-in cost per ounce3 |
| 15,778 |
| 2,458 |
| 9,176 |
| 2,366 |
| 2,659 |
| 1,999 |
| 2,702 |
| 1,929 |
| 2,968 |
| 2,142 |
| 2,920 |
| 2,031 |
Non-IFRS performance measures such as “on-mine cost per ounce”, “all-in sustaining cost per ounce,” and “all-in cost per ounce” are used in this document. Management believes these measures assist investors and other stakeholders in understanding the economics of gold mining over the life cycle of a mine. These measures are calculated on the principles set out by the World Gold Council and are further explained below.
1. | On-mine cost per ounce3, which shows the on-mine costs of producing an ounce of gold and includes direct costs that are incurred on day-to-day activity for the mine and excludes once-off retirement and severance costs. ESG costs were included in the on-mine cost as well as in the comparative amounts due to the increased focus on ESG; |
2. | AISC per ounce3, which shows the on-mine cost per ounce plus royalty paid, additional costs incurred outside the producing mines (i.e. at offices in Harare, Bulawayo, Johannesburg, London, Dubai and Jersey), capital costs required to maintain production at the current levels (sustaining capital investment), the share-based payment expense (or credit) arising from the awards made to employees under the 2015 Omnibus Equity Incentive Compensation Plan (“OEICP”) less silver by-product revenue; and |
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3. | All-in cost per ounce3, which shows AISC per ounce plus the additional costs associated with activities that are undertaken with a view to increase production (expansion capital investment). Exploration and evaluation costs were included in the all-in cost as well as in the comparative amounts. |
3 On-mine cost per ounce, AISC per ounce, and all-in cost per ounce are non-IFRS measures.
A narrow focus on the direct costs of production does not reflect the cost of gold production under IFRS and adds certain capital and other costs. The table below reconciles non-IFRS cost measures to the production costs shown in the financial statements prepared under IFRS.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost per ounce of gold sold | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(US$/ounce) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Bilboes Oxides | | Blanket | | Motapa and Bilboes Sulphide | | Consolidated | ||||||||||||||||||||||||
| | 3 months ended | | 6 months ended | | 3 months ended | | 6 months ended | | 3 months ended | | 6 months ended | | 3 months ended | | 6 months ended | ||||||||||||||||
| | June 30 | | June 30 | | June 30 | | June 30 | | June 30 | | June 30 | | June 30 | | June 30 | ||||||||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 |
Production cost (IFRS) |
| 1,360 |
| 858 |
| 2,451 |
| 1,794 |
| 27,342 |
| 23,096 |
| 51,071 |
| 44,782 |
| — |
| — |
| — |
| — |
| 28,702 |
| 23,954 |
| 53,522 |
| 46,576 |
Cash-settled share-based expense |
| (4) |
| (21) |
| (6) |
| (38) |
| (110) |
| (485) |
| (111) |
| (733) |
| — |
| — |
| — |
| — |
| (114) |
| (506) |
| (117) |
| (771) |
Less exploration and safety costs |
| — |
| — |
| — |
| — |
| (543) |
| (375) |
| (800) |
| (630) |
| — |
| — |
| — |
| — |
| (543) |
| (375) |
| (800) |
| (630) |
On-mine admin costs, employee incentives and intercompany adjustments |
| — |
| — |
| — |
| — |
| 1,719 |
| (552) |
| 595 |
| 337 |
| — |
| — |
| — |
| — |
| 1,719 |
| (552) |
| 595 |
| 337 |
CSR costs |
| — |
| — |
| — |
| — |
| 77 |
| 478 |
| 631 |
| 782 |
| — |
| — |
| — |
| — |
| 77 |
| 478 |
| 631 |
| 782 |
On-mine production cost (incl CSR) |
| 1,356 |
| 837 |
| 2,445 |
| 1,756 |
| 28,485 |
| 22,162 |
| 51,386 |
| 44,538 |
| — |
| — |
| — |
| — |
| 29,841 |
| 22,999 |
| 53,831 |
| 46,294 |
Gold sales (oz) |
| 384 |
| 372 |
| 795 |
| 807 |
| 17,427 |
| 20,115 |
| 30,799 |
| 39,068 |
| — |
| — |
| — |
| — |
| 17,811 |
| 20,487 |
| 31,594 |
| 39,875 |
On-mine cost per ounce ($/oz) |
| 3,527 |
| 2,249 |
| 3,075 |
| 2,176 |
| 1,635 |
| 1,102 |
| 1,668 |
| 1,140 |
| — |
| — |
| — |
| — |
| 1,675 |
| 1,123 |
| 1,704 |
| 1,161 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Royalty |
| — |
| 57 |
| 139 |
| 115 |
| 3,899 |
| 3,450 |
| 9,386 |
| 6,163 |
| — |
| — |
| — |
| — |
| 3,899 |
| 3,507 |
| 9,525 |
| 6,278 |
Exploration, remediation and permitting cost |
| — |
| — |
| — |
| — |
| 11 |
| 37 |
| 29 |
| 75 |
| — |
| — |
| — |
| — |
| 11 |
| 37 |
| 29 |
| 75 |
Sustaining capital expenditure# |
| — |
| — |
| — |
| — |
| 8,159 |
| 8,120 |
| 12,887 |
| 13,879 |
| — |
| — |
| — |
| — |
| 8,159 |
| 8,120 |
| 12,887 |
| 13,879 |
Sustaining administrative expenses& |
| — |
| — |
| — |
| — |
| 5,604 |
| 2,167 |
| 10,623 |
| 6,217 |
| — |
| — |
| — |
| — |
| 5,604 |
| 2,167 |
| 10,623 |
| 6,217 |
Silver by-product credit |
| — |
| — |
| — |
| — |
| (55) |
| (35) |
| (103) |
| (67) |
| — |
| — |
| — |
| — |
| (55) |
| (35) |
| (103) |
| (67) |
Cash-settled share-based payment expense included in production cost |
| 4 |
| 21 |
| 6 |
| 38 |
| 110 |
| 485 |
| 111 |
| 733 |
| — |
| — |
| — |
| — |
| 114 |
| 506 |
| 117 |
| 771 |
Cash-settled share-based payment expense |
| — |
| — |
| — |
| — |
| 84 |
| 285 |
| 108 |
| 443 |
| — |
| — |
| — |
| — |
| 84 |
| 285 |
| 108 |
| 443 |
Equity-settled share-based payment expense |
| — |
| — |
| — |
| — |
| 253 |
| 226 |
| 412 |
| 82 |
| — |
| — |
| — |
| — |
| 253 |
| 226 |
| 412 |
| 82 |
Procurement margin included in on-mine cost* |
| — |
| — |
| — |
| — |
| (216) |
| (832) |
| (1,649) |
| (2,156) |
| — |
| — |
| — |
| — |
| (216) |
| (832) |
| (1,649) |
| (2,156) |
All in sustaining cost |
| 1,360 |
| 915 |
| 2,590 |
| 1,909 |
| 46,334 |
| 36,065 |
| 83,190 |
| 69,907 |
| — |
| — |
| — |
| — |
| 47,694 |
| 36,980 |
| 85,780 |
| 71,816 |
Gold sales (oz) |
| 384 |
| 372 |
| 795 |
| 807 |
| 17,427 |
| 20,115 |
| 30,799 |
| 39,068 |
| — |
| — |
| — |
| — |
| 17,811 |
| 20,487 |
| 31,594 |
| 39,875 |
AISC per ounce ($/oz) |
| 3,538 |
| 2,458 |
| 3,257 |
| 2,366 |
| 2,659 |
| 1,793 |
| 2,701 |
| 1,789 |
| — |
| — |
| — |
| — |
| 2,678 |
| 1,805 |
| 2,715 |
| 1,801 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-sustaining administrative expenses & |
| — |
| — |
| — |
| — |
| — |
| 1,308 |
| — |
| 1,850 |
| — |
| — |
| — |
| — |
| — |
| 1,308 |
| — |
| 1,850 |
E&E Assets - Motapa |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 1,183 |
| 1,193 |
| 1,753 |
| 1,534 |
| 1,183 |
| 1,193 |
| 1,753 |
| 1,534 |
E&E Assets - Bilboes |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| (734) |
| 1,559 |
| — |
| 2,182 |
| (734) |
| 1,559 |
| — |
| 2,182 |
Permitting and exploration expenses |
| — |
| — |
| — |
| — |
| 11 |
| — |
| 26 |
| 5 |
| — |
| — |
| — |
| — |
| 11 |
| — |
| 26 |
| 5 |
Non-sustaining capital expenditure# |
| 4,706 |
| — |
| 4,706 |
| — |
| — |
| 2,846 |
| — |
| 3,617 |
| — |
| — |
| — |
| — |
| 4,706 |
| 2,846 |
| 4,706 |
| 3,617 |
AIC |
| 6,066 |
| 915 |
| 7,296 |
| 1,909 |
| 46,345 |
| 40,219 |
| 83,216 |
| 75,379 |
| 449 |
| 2,752 |
| 1,753 |
| 3,716 |
| 52,860 |
| 43,886 |
| 92,265 |
| 81,004 |
Gold sales (oz) |
| 384 |
| 372 |
| 795 |
| 807 |
| 17,427 |
| 20,115 |
| 30,799 |
| 39,068 |
| — |
| — |
| — |
| — |
| 17,811 |
| 20,487 |
| 31,594 |
| 39,875 |
All-in costs per ounce |
| 15,778 |
| 2,458 |
| 9,176 |
| 2,366 |
| 2,659 |
| 1,999 |
| 2,702 |
| 1,929 |
| — |
| — |
| — |
| — |
| 2,968 |
| 2,142 |
| 2,920 |
| 2,031 |
* The on-mine cost reflects the cost incurred on-mine to produce gold. The procurement margin on consumable sales between CMSA and Blanket is not deducted from on-mine cost as the cost represents a fair value that Blanket would pay for consumables if they were sourced from a third party. The procurement margin on these sales is deducted from all-in sustaining cost and all-in cost as these numbers represent the consolidated costs at a group level, excluding intercompany profit margins.
& Administrative expenses relate to costs incurred by the Group to provide services for mining and related activities. Administrative expenses are allocated between AISC and All-in cost.
# Non-sustaining costs are primarily those costs incurred at ‘new operations’ and costs related to ‘major projects at existing operations’ where these projects will materially benefit the operation. All other costs related to existing operations are considered sustaining.
On-mine cost per ounce
On-mine costs comprise electricity, labour, consumables, administrative, and other costs directly related to production, such as insurance, Blanket's software licensing, ESG and security.
| | | | | | | | |
Analysis of on-mine production costs between Blanket and Bilboes (non IFRS) | | | | | | | | |
($’000’s) | | 3 months ended | | 6 months ended | ||||
| | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Blanket |
| 28,485 |
| 22,162 |
| 51,386 |
| 44,538 |
Bilboes |
| 1,356 |
| 837 |
| 2,445 |
| 1,756 |
Total |
| 29,841 |
| 22,999 |
| 53,831 |
| 46,294 |
| | | | | | | | |
On-mine cost per ounce ($/oz) |
| 1,675 |
| 1,123 |
| 1,704 |
| 1,161 |
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Comparing the absolute costs for the three months and six months ended June 30, 2026 to the three and six months ended June 30, 2025, on-mine cost per ounce increased by 16%. The table below provides a detailed breakdown of the factors contributing to this increase:
| | | | | | | | | | | | | | | | | | |
On-mine cost – Blanket | | 3 months ended June 30 | | | | 6 months ended June 30 | | | | Commentary | ||||||||
| | 2026 | | 2025 | | Variance | | Variance | | 2026 | | 2025 | | Variance | | Variance | | |
| | ($’m) | | ($’m) | | | | (%) | | ($’m) | | ($’m) | | | | (%) | | |
Salaries and wages (incl. BETS) | | 13.9 | | 10.4 | | 3.5 | | 53 | % | 21.2 | | 17.5 | | 3.7 | | 21 | % | Incl. $3.2 million BETS distributions |
Consumable materials | | 5.6 | | 5.3 | | 0.3 | | -16 | % | 14.9 | | 13.7 | | 1.2 | | 9 | % | |
Electricity costs | | 5.5 | | 4.6 | | 0.9 | | 20 | % | 10.4 | | 8.3 | | 2.1 | | 25 | % | Consumption 3% lower but increased ZESA wheeling fee cost $0.8 million. |
Other | | 2.3 | | 2.7 | | (0.4) | | -15 | % | 4.6 | | 5.3 | | (0.7) | | -13 | % | |
Total Blanket production costs (IFRS) | | 27.3 | | 23.1 | | 4.2 | | 18 | % | 51.1 | | 44.8 | | 6.3 | | 14 | % | |
Adjustments | | 1.2 | | (0.9) | | 2.1 | | -233 | % | 0.3 | | (0.3) | | 0.6 | | -200 | % | |
Adj. on-mine production cost | | 28.5 | | 22.2 | | 6.3 | | 28 | % | 51.4 | | 44.5 | | 6.9 | | 16 | % | |
Tonnes milled | | 208,148 | | 204,915 | | 3,233 | | 2 | % | 410,365 | | 406,670 | | 3,695 | | 2 | % | |
Cost/t milled | | 137 | | 108 | | 29 | | 26 | % | 125 | | 109 | | 16 | | 14 | % | |
On-Mine cost/oz | | 1,635 | | 1,102 | | 533 | | 48 | % | 1,668 | | 1,140 | | 529 | | 46 | % | |
On-mine production cost per ounce increased by 49.2% in the Quarter compared to the comparative quarter predominantly due to a decrease in gold ounces sold because of the lower grade.
At Blanket, on-mine production cost increased by 48.4% from $1,102 per ounce in 2025 to $1,635 per ounce in the Quarter. On-mine cost at Blanket exclusive of corporate social responsibility (“CSR”) projects cost amounted to $1,506 per ounce.
On-mine costs increased by $3.0 million ($174/oz) due to employee benefit expenses related to BETS, which holds a 10% ownership stake in Blanket. Following the full settlement of the facilitation loans in 2025, BETS now receives its full dividend allocation. Dividend distributions made by BETS to employees are recognised as employee benefit expenses under IAS 19.
Labour costs increased by $0.4 million ($102/oz), driven by higher employee numbers, inflationary salary adjustments implemented during 2026, and increased overtime worked during the period. A new shift system was implemented during the Quarter, resulting in the recruitment of an additional 263 employees. While this has increased labour costs in the short term, the new shift structure is expected to deliver long-term benefits through reduced overtime, enhanced fatigue management, and increased run-of-mine production which, in due course, will result in increased gold production, thereby offsetting the incremental labour cost over time.
Consumable costs at Blanket increased by $0.3 million ($58/oz) per ounce during the Quarter, primarily due to higher variable consumable expenditure associated with increased mining and milling throughput. These elevated processing volumes were necessary to mitigate the impact of lower grades realised during the Quarter. Non-variable consumable costs remained relatively stable compared to the comparable quarter; however, on a per-ounce basis, these costs were spread over lower gold ounces, resulting in a higher consumable cost per ounce.
Power costs increased by $0.9 million ($87/oz) ounce during the Quarter, primarily due to higher electricity tariffs following the revision by Zimbabwe Electricity Transmission and Distribution Company (“ZETDC”) of the Use of System (wheeling) charge from 1.25 US cents/kWh to 2.50 US cents/kWh at the beginning of the year. Power usage in the period was approximately 3% lower due to initiatives to reduce consumption. Power costs are also affected by changes in the mix of power supply between the grid, solar and diesel generators which reflects the incidence of interruptions to the grid and electricity generation from the captive solar plant. Management is currently evaluating the mine’s power infrastructure, and the Board has approved the installation of a new 32 km, 132 kV power line from Gwanda to Blanket Mine. This strategic investment is expected to enhance the reliability and quality of electricity supply, while delivering long-term cost savings over the remaining life of the mine.
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Other production costs decreased by $0.4 million (-$2/oz) per ounce due to timing of spending on some licences for new IT software.
Cost per tonne milled increased by 16% in the 6 months to June 30, 2026 compared to the corresponding period in 2025. After adjusting for the combined $4.0m effect of the BETs distributions and the increased wheeling charges, as noted above, the cost per tonne milled increased by 5.6%. The residual increase in the on mine cost per ounce was due entirely to the lower grade.
All-in sustaining cost
Comparing the absolute costs for the three and six months ended June 30, 2026 to the three and six months ended June 30, 2025, AISC cost per ounce increased by 19%. The table below provides a detailed breakdown of the factors contributing to this increase:
| | | | | | | | | | | | | | | | | | |
AISC - Blanket | | 3 months ended June 30 | | | | 6 months ended June 30 | | | | Commentary | ||||||||
| | 2026 | | 2025 | | Variance | | Variance | | 2026 | | 2025 | | Variance | | Variance | | |
| | ($’m) | | ($’m) | | | | (%) | | ($’m) | | ($’m) | | | | (%) | | |
On-mine costs | | 28.5 | | 22.2 | | 6.3 | | 28 | % | 51.4 | | 44.5 | | 6.9 | | 16 | % | Primarily driven by the increased BETS distribution of $3 million. |
Royalty | | 3.9 | | 3.5 | | 0.4 | | 11 | % | 9.4 | | 6.2 | | 3.2 | | 52 | % | Higher gold price and higher effective royalty rate for gold prices greater than $5,000 per ounce. |
Sustaining capital expenditure | | 8.2 | | 8.1 | | 0.1 | | 1 | % | 12.9 | | 13.9 | | (1.0) | | (7) | % | Strategic decision to improve mine infrastructure. |
Sustaining administrative expenses | | 5.6 | | 2.2 | | 3.4 | | 155 | % | 10.6 | | 6.2 | | 4.4 | | 71 | % | Largely driven by advisory fees - Refer section 3.2.2 |
Other | | 0.1 | | 0.1 | | — | | — | % | (1.1) | | (0.9) | | (0.2) | | 22 | % | |
AISC | | 46.3 | | 36.1 | | 10.2 | | 28 | % | 83.2 | | 69.9 | | 13.3 | | 19 | % | |
Tonnes milled | | 208,148 | | 204,915 | | 3,233 | | 2 | % | 410,365 | | 406,670 | | 3,695 | | 2 | % | |
Cost/t milled | | 222 | | 176 | | 46 | | 26 | % | 203 | | 172 | | 31 | | 18 | % | |
AISC /oz | | 2,659 | | 1,793 | | 866 | | 48 | % | 2,701 | | 1,789 | | 912 | | 51 | % | |
All-in sustaining cost includes, inter alia, administrative expenses incurred outside Zimbabwe and excludes the intercompany procurement margin. The all-in sustaining cost per ounce for the Quarter was 48.3% higher than the comparative quarter predominantly due to higher on-mine costs, $2.1 million of advisory services fees arising from the successful issue of $150 million of convertible bonds and $0.4 million of higher royalty payments to the government of Zimbabwe arising from the higher gold price. All-in sustaining cost per ounce was also affected by higher sustaining capital expenditure, which reflects a strategic decision to improve the mine infrastructure, improve the environment for Blanket’s workforce and enhance Blanket’s operating resilience. The residual increase in the cost per ounce was due entirely to the lower grade.
All-in cost
All-in cost includes investment in capital expansion projects at Blanket and exploration and evaluation expenditure on projects. Capital projects at Blanket are discussed in section 4.7 and exploration and evaluation projects are discussed in section 5 for Bilboes and Motapa.
3.2.2 Administrative Expenses
Administrative expenses are detailed in note 8 to the Interim Financial Statements and include the costs of Caledonia’s offices and personnel in Harare, Johannesburg, Bulawayo, the UK, Dubai and Jersey, which provide the following functions: feasibility study, technical services, finance, procurement, investor relations, corporate development, legal and company secretarial.
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Table of Contents
| | | | | | | | |
Analysis of Administrative expenses | | | | | | | | |
($’000’s) | | 3 months ended | | 6 months ended | ||||
| | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Investor relations |
| 173 |
| 197 |
| 300 |
| 370 |
Audit fee |
| 176 |
| 85 |
| 272 |
| 219 |
Advisory services fees |
| 1,218 |
| 507 |
| 4,130 |
| 903 |
Listing fees |
| 180 |
| 96 |
| 245 |
| 217 |
Directors’ fees – Group |
| 212 |
| 207 |
| 440 |
| 403 |
Directors’ fees – Blanket |
| 29 |
| 17 |
| 50 |
| 31 |
Employee costs |
| 1,672 |
| 1,515 |
| 3,576 |
| 3,201 |
Employee costs – settlements - Group |
| 78 |
| 325 |
| 78 |
| 1,111 |
Employee costs – bonuses - Group |
| 556 |
| 675 |
| (390) |
| 1,133 |
Other office administration cost |
| 525 |
| 329 |
| 895 |
| 399 |
Information and Communications Technology costs |
| 293 |
| 25 |
| 367 |
| 77 |
Management liability insurance |
| 22 |
| 153 |
| 22 |
| 375 |
Travel costs |
| 439 |
| 232 |
| 638 |
| 522 |
|
| 5,573 |
| 4,363 |
| 10,623 |
| 8,961 |
Administrative expenses in the Quarter and six months ended June 30, 2026 were 27.7% and 18.5% respectively higher than the comparative periods primarily due to higher professional and advisory fees incurred in support of the Group's financing initiatives, strategic projects and regulatory compliance activities.
3.2.3 Depreciation, foreign exchange (losses) gains and other expenses
Depreciation expense in the Quarter was 2.2% higher than the comparable quarter due to capital additions in the year.
Net foreign exchange movements in the Quarter relate to profits and losses arising on monetary assets and liabilities that are held in currencies other than the USD - principally the ZiG and, to a lesser extent, the South African Rand and the British Pound. The total net foreign exchange loss in the Quarter amounted to $2.2 million compared to $1.0 million in Q2 2025, and the net losses were predominantly due to the devaluation of the ZiG rate against the USD, which contributed $1.7 million to the overall exchange losses for the period. Foreign exchange losses on the ZiG were predominantly incurred on the ZiG-denominated prepayments, receivables for gold sales and VAT refunds which reduced in value in US Dollar terms between the date they were recognised and the reporting date. Exchange losses of $0.3 million were also realised on ZiG to USD conversions on the Willing Buyer Willing Seller (WBWS) platform where conversions of $3.3 million were made in the Quarter. Unrealised foreign exchange losses on South African Rand-denominated intercompany loans of approximately $0.5 million were incurred due to the weakening of the South African Rand in the Quarter. The foreign exchange losses on intercompany loans are not expected to have a cash flow effect in the short term.
CSR cost amounted to $0.1 million in the Quarter (Q2 2025: $0.5 million).
Other expenses include Intermediate Monetary Transaction Tax of $0.6 million for the Quarter that is chargeable on the transfer of physical money, electronically or by any other means and is charged at 2% and 1.5% per transaction for USD and ZiG denominated transactions respectively in Zimbabwe.
3.2.4 Fair value gain (loss) on derivative financial asset
The net gain on derivative financial instruments primarily reflects fair value movements in the Group’s gold price protection and financing-related derivative instruments. During the current period, this included put options acquired in November 2025 with a strike price of US$3,500 per ounce, capped call options purchased in January 2026 ($14.4 million) to mitigate potential shareholder dilution arising from the Convertible Senior Notes issued during the same month, and the embedded derivative liability component of the Convertible Senior Notes.
13
Table of Contents
Changes in the fair value of these instruments are driven by movements in gold prices, share price assumptions, market volatility, interest rates and other valuation inputs at each reporting date. In the comparative period, the fair value movement primarily related to put options acquired in February 2025 with a strike price of US$2,600 per ounce. The resulting gain reflects the remeasurement of these derivative positions to fair value at the reporting date.
| | | | | | | | |
Fair value movements | | | | | | | | |
($’000’s) | | 3 months ended | | 6 months ended | ||||
| | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Financial assets |
| |
| |
| |
| |
Put options |
| 588 |
| — |
| 3,989 |
| (1,592) |
Capped call options |
| (75) |
| — |
| (10,086) |
| — |
| | | | | | | | |
Financial liabilities |
| |
| |
| |
| |
Derivative liability – Convertible Senior Notes |
| 10,988 |
| — |
| 21,593 |
| — |
| | | | | | | | |
Net fair value gain/(loss) |
| 11,501 |
| — |
| 15,496 |
| (1,592) |
3.2.5 Tax expense
| | | | | | | | | | |
Analysis of consolidated tax expense for the Quarter | | | | | | | | | | |
($’000’s) | | Blanket | | South Africa | | UK | | Bilboes and CHZ | | Total |
Income tax | | 9,571 | | 173 | | — | | — | | 9,744 |
Withholding tax |
| |
| |
| |
| |
| |
Management fee |
| — |
| 31 |
| — |
| — |
| 31 |
Deemed dividend |
| 62 |
| — |
| — |
| — |
| 62 |
CHZ dividends to GMS-UK |
| — |
| — |
| 300 |
| — |
| 300 |
Deferred tax |
| 590 |
| (86) |
| — |
| — |
| 504 |
|
| 10,223 |
| 118 |
| 300 |
| — |
| 10,641 |
The overall effective taxation rate for the Quarter was 26.2% (Q2 2025: 32.5%). The effective tax rate bears little relationship to reported consolidated profit before tax.
The effective consolidated tax rate is higher than the enacted rate of Zimbabwean income tax due to the following reasons:
| ● | The rate of income tax in Jersey, the tax domicile of the parent company of the Group (i.e. the Company), is zero, which means there is no tax benefit to be realised by offsetting expenses incurred in Jersey against profit. Such expenses include administrative expenses and expenses incurred in respect of derivatives, and share-based payments; |
| ● | Management fees charged to Blanket by the shared services centres in Bulawayo and in South Africa are not fully deductible for income tax purposes and incur withholding tax; |
| ● | The Johannesburg office from time-to-time makes an intercompany profit, which results in a South African income tax expense. On consolidation, inter-company profits are eliminated, but the tax expense remains. |
The effective taxation rate for Blanket was 26% (2025: 27%), which closely corresponds to the enacted Zimbabwean income tax rate applicable in the current year of 25.75%.
From January 1, 2023 the Zimbabwean taxable income was calculated and paid in the proportion in which income was received.
From July 1, 2024, where a taxpayer's income is earned more than 50% in USD, the taxable income is calculated and paid on a USD50:ZiG50 basis.
Deferred tax predominantly comprises the difference between the accounting and tax treatments of capital investment expenditure. Most of the tax expense comprised income tax and deferred tax incurred in Zimbabwe.
14
Table of Contents
South African income tax arises on intercompany profits arising at Caledonia Mining South Africa Proprietary Limited (“CMSA”) on goods sold and intergroup services rendered. CMSA recorded a deferred tax credit in the Quarter; however, the net South African tax expense remained positive due to current tax and withholding tax.
Zimbabwe withholding tax arose on the management fees paid to CMSA and on dividends paid from Caledonia Holdings Zimbabwe (Private) Limited (“CHZ”) to the Company’s subsidiary in the UK Greenstone Management Services Holdings Limited (“GMS-UK”).
3.2.6 Basic EPS
Basic IFRS EPS for the Quarter improved by 28.9% from a profit of 105.7 cents in the comparative quarter to a profit of 136.3 cents in the Quarter. Adjusted EPS for the Quarter excludes, inter alia, the effect of intercompany foreign net exchange movements and deferred tax. Adjusted EPS decreased from a profit of 113.9 cents in the comparative quarter to 68.0 cents for the Quarter. A reconciliation from Basic IFRS EPS to adjusted EPS is set out in section 9.
3.3 Cash flow analysis
The table below sets out the summarised cash flows for the quarters ended June 30, 2026 and 2025 prepared under IFRS.
| | | | | | | | |
Summarised Consolidated Statements of Cash Flows (Unaudited) | | | | | | | | |
| | 3 months ended | | 6 months ended | ||||
($’000’s) | | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Net cash inflow from operating activities |
| 28,435 |
| 28,084 |
| 47,809 |
| 41,273 |
| | | | | | | | |
Net cash used in investing activities |
| (15,224) |
| (8,359) |
| (36,231) |
| (18,430) |
| | | | | | | | |
Net cash (used in) generated from financing activities |
| (6,377) |
| (6,923) |
| 132,361 |
| (5,952) |
| | | | | | | | |
Net increase in cash and cash equivalents |
| 6,834 |
| 12,802 |
| 143,939 |
| 16,891 |
Effect of exchange rate fluctuations on cash and cash equivalents |
| (220) |
| (19) |
| (10) |
| (12) |
Net cash and cash equivalents at the beginning of the period |
| 161,155 |
| (4,572) |
| 23,840 |
| (8,668) |
Net cash and cash equivalents at the end of the period |
| 167,769 |
| 8,211 |
| 167,769 |
| 8,211 |
3.3.1 Operating Activities
Cash flows from operating activities in the Quarter are detailed in note 25 to the Interim Financial Statements. Cash inflows from operations before working capital changes in the Quarter were $35.1 million, compared to $31.2 million in the comparative quarter.
| | | | | | | | |
| | 3 months ended | | 6 months ended | ||||
($’000’s) | | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Cash generated from operations before working capital changes |
| 35,097 |
| 31,219 |
| 64,551 |
| 56,062 |
Cash flows from operations before working capital changes were 12.4% higher for the Quarter predominantly due to higher gold prices received on gold sales.
The working capital movements in the Quarter resulted in a $3.4 million outflow. Inventory levels were higher due to higher gold work-in-progress of 3,589 ounces held as at June 30, 2026. Approximately 1,000 ounces of inventory remained undelivered to Metal Concentrators in South Africa due to the refinery's temporary closure on June 30, 2026 following anti-immigration demonstrations, resulting in shipment delays beyond the quarter-end reporting cut-off. Gold work-in-progress was sold immediately after the end of the Quarter. Increased inventory spares were required to improve the operating resilience of Blanket’s rock breakers, crushers, pneumatic air compressors, generators and trackless mining machinery. The stockpile balance in the Quarter reduced from an opening tonnage of 10,191 to 5,379 tonnes at the end of the Quarter.
During the Quarter, Blanket received VAT refunds of $2.4 million from the Zimbabwe Revenue Authority (“ZIMRA”), which were offset against income tax and withholding tax. VAT refunds outstanding for Bilboes increased by $0.3 million in the Quarter. Management is engaging with ZIMRA to expedite the refund process.
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Table of Contents
Prepayments increased during the Quarter, as ZiG prepayments were made to suppliers to reduce cash held in ZiG and thereby mitigate the effects of weakening ZiG. This strategy resulted in an additional $0.8 million in prepayments made by June 30, 2026 to lock in prices of goods denominated in ZiG.
3.3.2 Investing activities
The acquisition of property, plant and equipment relates to the investment at Blanket as discussed further in section 4.3; the investment in exploration and evaluation assets relates to the exploration work at Motapa and Maligreen. The acquisition of the capped calls as discussed further in section 4.2.5. The hedging as discussed in section 3.3.6.
3.3.3 Financing activities
Financing activities for the Quarter include dividends of $5.4 million paid to Blanket’s minority shareholders.
In January 2026, to support the development of the Bilboes project, the Company completed the issuance of Convertible Senior Notes (the “Notes”) due 2033 with an aggregate principal amount of $150 million, including the full exercise of the initial purchasers' option for an additional $25 million. The Notes carry a cash coupon of 5.875% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning July 15, 2026, and are convertible at an initial price of approximately $40.51 per share, representing a 25% premium to the prevailing market price at issuance, subject to customary anti-dilution adjustments. To mitigate potential dilution, the Group simultaneously entered into cash-settled capped call options with a cap price of approximately $56.72, at a cost of $14.44 million. Conversions of the Notes may be settled in common shares, cash, or a combination of common shares and cash, at Caledonia’s election. Additionally, Caledonia will have the right to redeem the Notes in certain circumstances and will be required to offer to repurchase the Notes upon the occurrence of certain events. The Notes will mature on January 15, 2033, unless earlier converted, redeemed, or repurchased.
On January 14, 2026, concurrently with the pricing of the Notes, and on January 20, 2026, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions with the counterparties. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of common shares initially underlying the Notes. The capped call transactions are expected generally to compensate (through the payment of cash to the Company, or if certain conditions are met, delivery of shares to Caledonia) for potential economic dilution upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $56.72 per share (which represents a premium of 75% over the last reported sale price of Common shares on the NYSE American on January 14, 2026), and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are separate transactions, entered into by the Company with the counterparties, and are not part of the terms of the Notes.
Net proceeds from the Note offering are intended to provide Caledonia with additional financial flexibility and enhanced options with respect to any or all of the following:
| ● | developing the Bilboes Project in Zimbabwe; and |
| ● | general corporate needs, ongoing operational needs and working capital requirements. |
Caledonia declared a dividend of 14 cents per share on May 11, 2026 which was paid on June 5, 2026.
3.3.4 The effect of exchange rate fluctuations
The effect of exchange rate fluctuations on cash held reflects gains or losses on cash balances held in currencies other than the US Dollar. The effect on cash balances forms part of an overall foreign exchange gain or loss arising on all affected monetary assets and liabilities.
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3.3.5 Overdraft facilities and term loans
Operating and investing activities at Blanket in the Quarter were funded by Blanket's operating cash flows and from Blanket’s overdraft facilities which were as set out below at June 30, 2026.
| | | | | | | | | | | | | | | | | | | | |
Overdraft facilities | ||||||||||||||||||||
| | | Date | | | | | | | | Balance drawn | | | Repayment | | | | | | |
Lender | | | drawn | | | Principal value | | | at June 30,2026 | | | terms | | | Security | | | Expiry | ||
Stanbic Bank Limited | | | Nov-25 | | | | ZiG12.5 million | | | $ | 0 million | | | On demand | | | Unsecured | | | Nov-26 |
Stanbic Bank Limited |
| | Nov-25 | | | $ | 4 million | | | $ | 0.6 million |
| | On demand |
| | Unsecured |
| | Nov-26 |
Nedbank |
| | Apr-25 | | | $ | 7 million | | | $ | 3.4 million |
| | On demand |
| | Unsecured |
| | Apr-27 |
First Capital |
| | Jun-26 | | | $ | 10 million | | | $ | 0 million |
| | On demand |
| | Unsecured |
| | Jun-27 |
Term Loans | ||||||||||||||||||||
| | | Date | | | | | | | | Balance drawn | | | Repayment | | | | | | |
Lender |
| | drawn | | | Principal value | | | at June 30,2026 | | | terms | | | Security | | | Expiry | ||
CABS Bank |
| | Oct-24 | | | $ | 3 million | | | $ | 0 million |
| | Quarterly |
| | Unsecured |
| | Mar-27 |
Motor vehicles term loan - Nedbank |
| | May-25 | | | $ | 1.8 million | | | $ | 1.3 million |
| | Quarterly |
| | Motor vehicles |
| | Mar-28 |
3.3.6 Hedging
The Company has purchased out-of-the-money put options to lock in a minimum realized price of $3,800 per ounce on a portion of Blanket’s gold production for the duration of the anticipated build period of the Bilboes project. The hedges allow full upside participation in the gold price, and support Caledonia’ s strategy to maximise an Interim Funding package secured against Caledonia’s 64% shareholding in Blanket which will be part of the funding package for the Bilboes project.
From November 2025, the Company had the following put options to hedge gold price risk:
| | | | | | | | | | |
| | Ounces hedged | | Ounces hedged | | | | | | |
Purchase date | | June 30, 2026 | | December 31, 2025 | | | | Strike price | | Period of hedge |
November 12, 2025 | | 54,000 | oz | 60,000 | oz | | $ | 3,500 | | January 2026 - December 2028 |
November 21, 2025 | | 36,000 | oz | 48,000 | oz | | $ | 3,500 | | January 2026 - December 2027 |
A total premium of $8.8 million was payable for the put options acquired on November 12, 2025, $3.8 million was paid during December 2025, and the balance was paid in February 2026 in repayment of a loan of $5.0 million which was raised for the outstanding amount. The loan bears interest at 10% per month on the outstanding amount which was paid monthly from November 2025.
A total deferred premium of $4.2 million was payable for the put options acquired on November 21, 2025. The full amount was paid during May 2026.
3.3.7 Bonds (loan notes)
On February 24 and April 28, 2026, CHZ, a wholly owned subsidiary of the Company, issued loan notes (“bonds”) with a principal value of $2.0 million and $5.0 million to a registered institutional investor and a registered Commercial Bank in Zimbabwe respectively. The bonds which replaced bonds issued three years previously, carry an interest rate of 11.5% per annum, payable semiannually, and have a tenor of three years from the date of issue. Repayment of the bonds is fully guaranteed by the Company. In addition to the loan notes issued during 2026, bonds with an aggregate principal value of $4.5 million issued in prior periods remain in issue at the reporting date and bear interest at 9.5% per annum.
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3.4 Analysis of financial position
The table below sets out the consolidated statements of Caledonia’s financial position at the end of the Quarter and December 31, 2025 prepared under IFRS.
| | | | |
Summarised Consolidated Statements of Financial Position ($’000’s) | | | | |
As at | | June 30, | | Dec 31 |
| | 2026 | | 2025 |
| | | | |
Total non-current assets |
| 336,012 |
| 316,959 |
Income tax receivable |
| — |
| 8 |
Inventories |
| 27,920 |
| 26,828 |
Derivative financial assets |
| 2,286 |
| 954 |
Trade and other receivables |
| 7,739 |
| 11,871 |
Prepayments |
| 16,733 |
| 14,537 |
Fixed term deposit |
| — |
| 5,000 |
Cash and cash equivalents |
| 171,784 |
| 35,738 |
Total assets |
| 562,474 |
| 411,895 |
Total non-current liabilities |
| 199,374 |
| 67,997 |
Cash-settled share-based payment liabilities |
| 569 |
| 1,116 |
Income tax payable |
| 3,566 |
| 351 |
Lease liabilities |
| 270 |
| 268 |
Loans and borrowings |
| 1,455 |
| 6,706 |
Bonds |
| 1,973 |
| 7,760 |
Trade and other payables |
| 27,649 |
| 32,253 |
Bank overdrafts |
| 4,015 |
| 11,898 |
Total liabilities |
| 238,871 |
| 128,349 |
Total equity |
| 323,603 |
| 283,546 |
Total equity and liabilities |
| 562,474 |
| 411,895 |
Property, plant and equipment additions at Blanket amounted to $7.4 million in the Quarter. The additions during the Quarter predominantly related to:
| ● | Capital development - $2 million |
| ● | Business improvement initiatives - $1.1 million; |
| ● | Engineering - $1.4 million; |
| ● | SHE/Risk - $1.2 million; |
| ● | Special projects - $0.5 million; and |
| ● | Information and technology infrastructure - $0.3 million. |
The total capital expenditure for 2026 at Blanket is planned at $51.5 million. Overdrafts are used to finance short-term working capital requirements in Zimbabwe. Expiration dates and terms of the overdrafts and short-term loans are set out in section 3.3.5.
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The table below illustrates the distribution of the consolidated cash across the jurisdictions where the Group holds its cash:
| | | | | | | | |
Geographical location of net cash ($’000’s) | | | | | | | | |
As at | | Sep 30, | | Dec 31 | | Mar 31 | | Jun 30 |
|
| 2025 |
| 2025 |
| 2026 |
| 2026 |
Zimbabwe |
| 1,039 |
| 6,281 |
| 16,000 |
| 34,719 |
South Africa |
| 2,306 |
| 509 |
| 1,041 |
| 385 |
UK/Jersey |
| 3,924 |
| 17,025 |
| 144,106 |
| 132,665 |
Dubai |
| 9 |
| 22 |
| — |
| — |
Total net cash and cash equivalents |
| 7,278 |
| 23,837 |
| 161,147 |
| 167,769 |
3.5 Supplementary financial information
The following information is provided for each of the eight most recent quarterly periods ending on the dates specified. The amounts are extracted from underlying financial statements that have been prepared using accounting policies consistent with IFRS.
| | | | | | | | | | | | | | | | |
($’000’s except per share amounts) | | Sep 30, | | Dec 31, | | Mar 31, | | Jun 30, | | Sep 30, | | Dec 31, | | Mar 31, | | Jun 30, |
| | 2024 | | 2024 | | 2025 | | 2025 | | 2025 | | 2025 | | 2026 | | 2026 |
| | *Restated | | | | | | | | | | | | | | |
Revenue | | 46,868 | | 47,515 | | 56,178 | | 65,309 | | 71,440 | | 74,736 | | 66,433 | | 75,914 |
Profit attributable to owners of the Company |
| 2,264 |
| 5,865 |
| 8,915 |
| 20,487 |
| 15,120 |
| 11,806 |
| 15,378 |
| 23,806 |
EPS – basic (cents) |
| 12.0 |
| 29.7 |
| 44.6 |
| 105.7 |
| 76.8 |
| 55.9 |
| 79.7 |
| 136.3 |
EPS – diluted (cents) |
| 12.0 |
| 29.7 |
| 44.6 |
| 105.7 |
| 76.8 |
| 55.9 |
| 79.6 |
| 136.3 |
Net cash and cash equivalents |
| (7,635) |
| (8,668) |
| (4,572) |
| 8,211 |
| 7,278 |
| 23,840 |
| 160,799 |
| 167,769 |
4. OPERATIONS
4.1. Gold Production - Blanket
A table showing quarterly gold production since the third quarter of 2024:
| | | | | | | | | | | | | | | | |
| | Q3 | | Q4 | | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | | Q2 |
| | 2024 | | 2024 | | 2025 | | 2025 | | 2025 | | 2025 | | 2026 | | 2026 |
Gold Produced (oz) |
| 18,992 |
| 19,841 |
| 18,671 |
| 21,070 |
| 19,106 |
| 17,367 |
| 14,767 |
| 17,360 |
Gold production at Blanket for the Quarter was 17.6% lower than the comparable quarter. Gold production excludes approximately 400 ounces of gold contained in the ore stockpile at the end of the Quarter.
4.2. Underground - Blanket
4.2.1 Mining Operations – Blanket
The table below shows tonnes hoisted from Blanket in the Quarter and the preceding 7 quarters.
| | | | | | | | | | | | | | | | |
| | Q3 | | Q4 | | Q1 | | Q2 | | Q3 | | Q4 | | Q1 | | Q2 |
(Tonnes 000's) | | 2024 | | 2024 | | 2025 | | 2025 | | 2025 | | 2025 | | 2026 | | 2026 |
Hoisted |
| 202.3 |
| 213.5 |
| 211.3 |
| 222.8 |
| 208.7 |
| 197.4 |
| 191.3 |
| 205.9 |
Tonnes hoisted in the Quarter decreased by 7.5% compared to the comparative quarter. Hoisting performance in the Quarter was adversely affected by a combination of operational and infrastructure-related challenges. A total of 18.13 hours of power interruptions impacted hoisting operations at Central Shaft, while also creating downstream disruptions to tramming and rock-breaking activities that supply ore to the shaft. These interruptions reduced the consistency of ore flow to the hoisting system and constrained overall shaft productivity.
Management intends to maximise mine production following the implementation of a 7-day working week shift system in June to further build an ore stockpile, creating a buffer to absorb unforeseen interruptions to mining activities and to allow milling to continue
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uninterrupted during scheduled engineering work on winders and shafts. At the end of the Quarter the stockpile stood at 5,379 tonnes, having been largely depleted during the first half of the Quarter.
4.2.2 Milling Operations – Blanket
| | | | | | | | | | |
Blanket - Production Statistics | | | | | | | | | | |
| | | | | | Gold Head | | | | |
| | Year | | Tonnes milled | | (Feed) grade | | Gold Recovery | | Gold Produced |
| | | | (t) | | (g/t Au) | | (%) | | (oz) |
Year | | 2022 | | 752,033 | | 3.56 | | 93.8 | | 80,775 |
Year |
| 2023 |
| 770,440 |
| 3.25 |
| 93.8 |
| 75,416 |
Q1 |
| 2024 |
| 175,101 |
| 3.23 |
| 93.9 |
| 17,050 |
Q2 |
| 2024 |
| 208,682 |
| 3.31 |
| 93.7 |
| 20,773 |
Q3 |
| 2024 |
| 205,975 |
| 3.07 |
| 93.4 |
| 18,992 |
Q4 |
| 2024 |
| 207,721 |
| 3.18 |
| 93.6 |
| 19,841 |
Year |
| 2024 |
| 797,479 |
| 3.20 |
| 93.6 |
| 76,656 |
Q1 |
| 2025 |
| 201,755 |
| 3.09 |
| 93.6 |
| 18,671 |
Q2 |
| 2025 |
| 204,915 |
| 3.39 |
| 94.4 |
| 21,070 |
Q3 |
| 2025 |
| 212,504 |
| 3.00 |
| 93.4 |
| 19,105 |
Q4 |
| 2025 |
| 207,665 |
| 2.80 |
| 92.8 |
| 17,367 |
Year |
| 2025 |
| 826,839 |
| 3.07 |
| 93.4 |
| 76,213 |
Q1 |
| 2026 |
| 202,217 |
| 2.50 |
| 91.9 |
| 14,767 |
Q2 |
| 2026 |
| 208,148 |
| 2.88 |
| 92.9 |
| 17,360 |
Gold production for the Quarter was 17.6% lower than the comparative quarter due to the lower grade and lower recovery. Tonnes milled in the Quarter equated to an average throughput of 99.7 tonnes per hour (tph), compared to the anticipated rate of 97.8 tph. The grade for the Quarter was lower than target and necessitated the plant to use its sprint capacity to achieve target gold production. Grade was low in March but improved towards the end of the Quarter; the grade achieved in June was 2.9g/t.
4.3. Capital Projects - Blanket
The main capital projects are ongoing mine development to provide access to new mining areas and the upgrade of Ball Mill 3 (BM03). On-mine capital development has established critical infrastructure across the 26, 30, and 34 Levels, thereby supporting sustained operations at greater depth. Currently, significant progress is being made on the development of a twin decline system designed to provide enhanced access to the 38 Level (38L). The decline system has successfully advanced to the 36 Level (36L), where the establishment of a mid-level is underway to facilitate production activities below the 34 Level (34L). In parallel, a comprehensive Central Shaft deepening pre-feasibility study is in progress to evaluate strategic options for extending mine access below 38L. 5,625 meters of development were achieved in the Quarter.
The BM03 upgrade was completed ahead of schedule and successfully commissioned on June 29, 2026. This upgrade was a targeted intervention designed to address a known plant bottleneck and improve operational reliability. As a result, BM03 throughput capacity increased from 15 tph to 25 tph, enabling the plant to accommodate the higher mining and hoisting volumes currently being achieved.
Refer to section 4.7 for the 2026 capital expenditure.
4.4. Indigenisation
As set out in previous MD&As, transactions that implemented the indigenisation of Blanket (which expression in this section and in certain other sections throughout this MD&A refers to the Zimbabwe company that owns Blanket) were completed on September 5, 2012 following which Caledonia owned 49% of Blanket.
Following the appointment of President Mnangagwa in 2017, the requirement for gold mining companies to be indigenised was removed by a change in legislation with effect from March 2018. On November 6, 2018, the Company announced that it had entered into a sale agreement with Fremiro Investments (Private) Limited (“Fremiro”) to purchase Fremiro’s 15% shareholding in Blanket for a gross consideration of $16.7 million, which was to be settled through a combination of the cancellation of the loan between the two entities which stood at $11.5 million as at June 30, 2018 and the issue of 727,266 new shares in Caledonia at an issue price of $7.15 per share.
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This transaction was completed on January 20, 2020 following which Caledonia has a 64% shareholding in Blanket and Fremiro held approximately 6.3% of Caledonia’s enlarged issued share capital.
As a 64% shareholder, Caledonia receives 64% of Blanket’s dividends plus the repayment of vendor facilitation loans which were extended by Blanket to certain of the indigenous shareholders. The facilitation loans were repaid in full in the Quarter and all the indigenous shareholders now receive their full entitlement to Blanket dividends without further deductions. Dividend distributions to BETS are treated as employment costs and are included in Opex and therefore in AISC.
4.5. Bilboes Sulphide Project
On November 25, 2025, Caledonia published the “Bilboes Gold Project Technical Report Summary” with effective date October 31, 2025 prepared by DRA Projects (Pty) Ltd and filed by the Company on EDGAR as an exhibit to a Form 6-K Report of Foreign Private Issuer on November 24, 2025 (the “feasibility study”). The study outlines a single-phase development strategy, supported by proven and probable mineral reserves of 1.75 million ounces of gold contained in 24.1 million tonnes of ore at an average grade of 2.26 g/t. The project has an estimated mine life of 10.8 years with production expected to commence in late 2028, with approximately 200,000 ounces of gold forecast to be produced in the first full year of operations.
Following the publication of the feasibility study, Caledonia has implemented a strategic funding plan to advance the project to execution phase. A four-part funding strategy, combined with ongoing cash generation from Blanket Mine is expected to ensure that the project is developed within the timetable set in the feasibility study.
The execution phase has two capital development stages with the first phase establishing the initial mine, plant and supporting infrastructure with a production capacity of 240,000 tonnes of ore per month at Isabella and McCays mining areas. The phase 1 construction phase runs until September 2028, and first gold pour is expected in October 2028. Phase 2 will commence after approximately 2 years of production from Isabella and McCays and will include modifications to the processing plant to accommodate the slightly different characteristics of Bubi’s ore, expansion of the TSF and additional road infrastructure.
4.6. Zimbabwe Commercial Environment
Monetary Conditions
The current situation in Zimbabwe can be summarised as follows:
| ● | Blanket produces doré gold that it is obliged to deliver to Fidelity Gold Refinery (Private) Limited (“FGR”), a subsidiary of the Mutapa Investment Fund (a sovereign wealth fund of the Zimbabwe state), which refines the gold to a purity of 99.5% on a toll-treatment basis. 30% of the resultant gold was sold to FGR and the remaining 70% exported by Caledonia to a refiner of its choice outside Zimbabwe for final processing. During the Quarter, gold exports were made to Metal Concentrators South Africa, an agent of Stonex Financial Limited. No gold sales were made to the Al-Etihad Gold Refinery in the Quarter due to the continued instability in the United Arab Emirates (“UAE”) region. The sale proceeds for the gold sold via the offshore refiners are paid in US Dollars to Blanket’s commercial bankers in Zimbabwe within 48 hours of delivery. Management believes this sales mechanism reduces the risk associated with selling and receiving payment from a single refining source in Zimbabwe. It also creates the opportunity to use more competitive offshore refiners, and it may allow for the Company to raise debt funding secured against offshore gold sales. 30% of Blanket's gold is sold to FGR at a price that reflects the prevailing London Bullion Market Association price and the official ZiG/USD exchange rate on the date of sale. Payment is made by FGR to Blanket in ZiG within 14 days of the sale. FGR deducts a refining fee of 1.24% from the ZiG sale proceeds; FGR collects half of the royalty which is payable to the Government of Zimbabwe in physical gold which is deducted from the amount exported and the balance is paid in USD and ZiG proportionately to the revenue split between USD and ZiG (as discussed further below). |
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| ● | The interbank RTGS$/USD and ZiG/USD exchange rates at each quarter end and at the latest practicable date prior to the publication of this MD&A are set out below. |
| | | | |
Interbank Exchange Rates | | | | |
| | | | |
| | (RTGS$:US$1) | | (ZiG:US$1) |
December 31, 2023 | | 6,104.72 | | |
March 31, 2024 |
| 22,055.47 |
| |
June 30, 2024 | | |
| 13.70 |
September 30,2024 | | |
| 24.88 |
December 31, 2024 | | |
| 25.80 |
March 31, 2025 | | |
| 26.77 |
June 30, 2025 | | |
| 26.95 |
September 30, 2025 | | |
| 26.64 |
December 31, 2025 | | |
| 25.98 |
March 31, 2026 | | |
| 25.32 |
June 30, 2026 | | |
| 26.77 |
The interbank exchange rate was relatively stable during the Quarter.
The weakening of the ZiG reduces the USD-equivalent value of net monetary assets held in ZiG (previously RTGS$). In the ordinary course of its business, Blanket has net ZiG-denominated assets comprising ZiG-denominated cash and receivables (primarily for the gold sold to FGR and VAT receivables) and ZiG liabilities (mainly comprising taxes payable). During the Quarter, Blanket incurred net realised foreign exchange losses of $1.7 million due to the devaluation of the ZiG. This loss affected cash generated. To reduce the exposure to such losses, management has engaged in aggressive ZiG-denominated procurement to reduce its ZiG-denominated cash. This activity frequently results in Blanket making prepayments in respect of consumables and supplies denominated in ZiG, which also adversely affects cash generation.
During the Quarter, Blanket participated to a greater extent in the “Willing-Buyer-Willing-Seller” foreign exchange market and realised conversions of $3.3 million, which has seen an increase in liquidity.
Electricity supply
Blanket requires approximately 24MW of electricity to maintain all mining and processing operations.
Blanket obtains approximately 20% of its power requirements from a captive solar plant operated by Cross Boundary Energy (“CBE”). The solar plant, commissioned in March 2023 at a cost of approximately $14.2 million, was previously owned by a Caledonia group company before it was sold to CBE in April 2025. In general, the solar plant operated better than anticipated. The solar plant does not provide any power at night, and output is severely restricted if there is anything other than unbroken sunshine.
In the ordinary course of events, the remainder of Blanket’s power is supplied by the Intensive Energy Users Group (80%) and ZETDC (20%) from coal-fired Hwange Power Station and/or the hydro Kariba Power Station all of which is “wheeled” through the Zimbabwe grid to Blanket. Due to the very poor condition of the grid - particularly in Blanket’s location – the grid power provided to Blanket is subject to frequent interruptions. In addition, power obtained through the grid is subject to frequent surges and dips in voltage which, if not controlled, cause severe damage to Blanket’s electrical equipment and disruptions to the operation.
In recent years, Blanket has increased its diesel generating capacity to 18MVA (up to 12 MW) of installed capacity which is not enough to maintain all operations and capital projects, and only on a stand-by basis. Currently, electricity produced by diesel generators costs approximately 48.6 cents/kWh compared to 14.7 cents/kWh for grid power.
During the Quarter, Blanket consumed 32.75GWh of power compared to a plan of 33.54GWh. The lower-than-expected consumption was due to intensive energy management initiatives that largely include switching off of compressors during blasting time and load management which has resulted in more efficient energy utilisation on the mine, even as the mine hoisted and milled more tonnes above budget.
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The following initiatives have been implemented by Blanket to alleviate the power challenges:
| ● | 2019: installed two 10MVA auto tap transformers on the Zimbabwe Electricity Supply Authority (“ZESA”) supply line to protect equipment at No. 4 shaft and the main metallurgical plant from voltage fluctuations on the incoming grid supply (cost: $0.488m). |
| ● | 2019: two further 10MVA auto tap transformers were installed to protect equipment at Central Shaft (cost: $0.488m). |
| ● | Caledonia’s 12.2MWac solar plant was commissioned in early 2023 at a cost of $14.2 million and provides approximately 20% of Blanket’s average daily electricity demand. |
| ● | In April 2023 Blanket entered into a power supply agreement with the Intensive Energy Users Group (“IEUG”) and the Zimbabwean power utility to allow the IEUG to obtain power from independent power producers to strengthen power supply trading and synergies within intensive energy users on the Zimbabwean power grid. As a result of this arrangement, Blanket has paid a lower tariff for energy supplied by IEUG but, as noted above, it has not improved the power quality received at Blanket. |
| ● | In November 2024 power factor correction equipment was installed at a cost of $1.5 million. In the long term this equipment is expected to reduce diesel consumption, although, as noted above, due to the other difficulties with power supply in late 2024, diesel consumption was higher than usual to compensate for poor supply from the solar plant and from the grid. The power factor correction equipment has reduced penalty charges incurred by ZESA and has so far resulted in savings of approximately $75,000 per month. |
| ● | In addition to the above, the capital budget for 2026 includes provision to re-configure the Central Shaft winder so that it uses less power: the capital cost of this exercise is approximately $2.4 million with an anticipated saving of approximately $1.2 million per annum. Investigations are underway to reduce Blanket's overall electricity consumption by using the available shafts and machinery more efficiently. Management is also evaluating other options to improve the overall quality of Blanket’s power supply to enhance operational resilience and reduce costs. |
| ● | In 2026, the Board approved capital expenditure for about $14.3 million for Blanket to erect a new 32 km 132kV powerline feeder from Gwanda to Blanket. This feeder will also feed into an upgraded new 40 MVA substation to be erected at Blanket to give Blanket adequate capacity for current and future growth. |
Water supply
Blanket uses water in the metallurgical process. Blanket is situated in a semi-arid region, and rainfall typically occurs between November and February. Based on current water availability and storage levels, management does not expect any shortage of water for the remainder of 2026. Nevertheless, initiatives are under way to reduce water consumption and improve water-use efficiency.
Taxation
The main elements of the Zimbabwe tax regime insofar as it affects Blanket and Caledonia are as follows:
| ● | A royalty is levied on gold revenues at a rate of 3 - 10%, depending on the gold price per ounce. |
| ● | Income tax is levied at 25.75% (2025: 25.75%) on taxable income as adjusted for tax deductions in the tax year. The main adjustments to taxable income for the purposes of calculating tax are the add-back of depreciation and most of the management fees paid by Blanket to CMSA. There is a deduction of 100% of all capital expenditure incurred in the year of assessment. As noted above, the royalty is deductible for income tax purposes. The calculation of taxable income is performed using financial accounts prepared in USD and split between USD and ZiG based on the currency in which the transactions are denominated. |
| ● | Withholding tax is levied on certain remittances from Zimbabwe i.e. dividend payments from Zimbabwe to the UK and payments of management fees from Blanket to CMSA. |
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4.7. Opportunities and Outlook
Production and cost guidance
Production guidance for Blanket in 2026 is between 72,000 and 76,500 ounces. Management is confident that production for 2026 will be within this range.
2026 on-mine cost guidance has been revised upwards from $1,500 - $1,700/oz to a range of $1,600-$1,800/oz. The increase in on-mine costs is driven by higher mining and milling activity, higher employee benefits costs associated with BETS dividend distributions, and inflationary pressure on key consumables.
2026 AISC guidance has also increased from $2,100-$2,300/oz to a range of $2,500-$2,700/oz due to the increase in on-mine costs and additional sustaining capital investment, including expenditure on the K-Pits development, the 133kV powerline project, the AC/DC conversion project, village housing and additional capital development work to support future production growth. Importantly, a significant proportion of the increase in AISC guidance reflects planned investment in strategic infrastructure and growth-enabling projects rather than addressing a deterioration in the underlying operating performance of the business. These investments are expected to improve operational resilience, support future production growth and create long-term value for shareholders.
The Company previously announced to the market the 133kV powerline project and AC/DC conversion project estimated at $16.4 million in aggregate. These projects are intended to improve operating resilience and achieve long-term cost efficiencies. However, at the time of those announcements, detailed engineering, supplier quotations and sourcing arrangements had not been sufficiently advanced to accurately determine the amount and timing of expenditure to be incurred during 2026. Following completion of this work, a portion of the expenditure is now expected to be incurred during 2026 and has therefore been incorporated into the updated guidance. This accounts for approximately 37% of the increase in AISC guidance.
The new capital spending on housing is a first step towards improving the environment for Blanket’s workforce.
The new investment in the K-pits will accelerate the progress towards full-scale oxide mining and leaching operations and, subject to the satisfactory outcome of ongoing metallurgical testing, is expected to give rise to incremental production in 2027.
The investment at Lima is to re-configure the plant so that from September it can process approximately 200 tonnes per day of the incremental run-of-mine material arising from the introduction of the new 7-day shift system at Blanket in June.
The table below illustrates the movements in guidance:
| | | | | | |
Production guidance | | Previous 2026 Guidance | | Updated Guidance | | % change |
Production (oz) |
| 72,000 -76,500 |
| Unchanged |
| +1% |
On-mine cash costs per ounce sold | | $1,500 - $1,700 | | $1,600 - $1,800 |
| +6% |
AISC per ounce sold | | $2,100 - $2,300 | | $2,500 - $2,700 |
| +18% |
| | | | |
New capital projects previously announced ($million) | | Previously | | 2026 expenditure |
| | announced | | |
| | March 23, 2026 | | |
| | | | |
132 kV Powerline |
| 14.2 |
| 8.1 |
Central Shaft Rock Winder DC Configuration |
| 2.2 |
| 3.1 |
| | | | |
Additional spend |
| |
| |
Housing project |
| — |
| 1.3 |
K-Pits |
| — |
| 4.0 |
Lima |
| — |
| 0.3 |
Underground Capital Development |
| — |
| 0.9 |
|
| 16.4 |
| 17.6 |
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Capital expenditure
Guidance for the 2026 capital expenditure programme has been revised from $178.9 million to $103.3 million with $51.5 million allocated to Blanket and $3.8 million to Motapa and $48 million to Bilboes. As noted above, the investments at Blanket aim to modernise operations and improve mining efficiency. While there will be short-term cost pressures, the long-term goal is to reduce costs, improve profitability, and ensure the continued success of Blanket. The capital expenditure will be funded through a combination of internally generated cash, cash reserves and debt with no anticipated impact on the dividend.
Key projects include:
| ● | Blanket development: $8.5 million to carry out planned development of 5,449 meters including an additional 434 meters to improve flexibility and access higher grade areas from the previously reported life of mine plan. |
| ● | Efficiency improvements: $1.7 million for new elution and electro wining system together with phase 1 plant automation. |
| ● | Operational resilience: $1.6 million exploration and $0.8 million for IT upgrades as the business continues to modernise its systems and processes. |
| ● | Employee welfare improvement: $3.3 million to build 80 staff houses. |
| ● | Powerline: $8.1 million construction of a 34km electricity line to connect Blanket to Zimbabwe’s 132Kv backbone. |
| ● | AC to DC conversion: $3.1 million to convert the winder at Central Shaft from Alternating Current to Direct Current operation. |
| ● | Exploration and project development: $3.8 million towards exploration at Motapa, building on encouraging results in 2025. |
Further expenditure at Motapa in forthcoming years will depend on the strategic prioritisation of the uses of cash and the outcome of further work on exploration.
Bilboes Sulphide Project – 2026 Capital Expenditure
The planned capital expenditure for Bilboes in 2026 is $48 million, reflecting the significant development activities planned during the year as the project advances towards its next phase of execution. The reduction in the planned capital expenditure at Bilboes does not reflect any change on the project timetable; it reflects a better understanding of the timing of deposits required for long-lead time equipment which continues to emerge from the ongoing procurement programme.
The key capital expenditure to date is outlined below:
| | | | | | | | |
Capital | | Actual | | Budget | | Variance | | Strategic Objective |
Project | | ($million) | | ($million) | | ($million) | | |
General Site Infrastructure |
| 0.8 |
| 0.2 |
| (0.6) |
| Completion of site infrastructure to support construction and future mining operations. |
EPCM contractor |
| 1.7 |
| 7.2 |
| 5.5 |
| The EPCM contractor is responsible for coordinating engineering, procurement, and construction activities. |
Owners Costs |
| 1.0 |
| 0.9 |
| (0.1) |
| These expenditures are essential to project delivery, funding the owner's governance, oversight, compliance, and operational preparedness activities necessary for a successful project outcome. |
TOTAL |
| 3.5 |
| 8.3 |
| |
| |
The 2026 capital expenditure is focused on progressing the Bilboes sulphide project through key development milestones, with particular emphasis on mine development and site infrastructure. The timely execution of these activities is critical to maintaining project
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schedules, de-risking future construction phases, and positioning the project for successful development. Procurement of long-lead items will further enhance schedule certainty by securing critical equipment ahead of anticipated construction requirements.
Dividend
Caledonia has paid a quarterly dividend since 2012. Dividends had typically been paid in January, April, July and October of each year. To streamline the administration relating to the Board’s processes, from the end of 2024 dividends have instead been declared by the Board at the same time as the publication of quarterly results i.e. in the middle of March, May, August, and November. Payment of the dividends are subject to the usual regulatory and administrative procedures and therefore payment is made approximately four weeks after the dividend has been declared.
The Board will consider the continuation of the dividend as appropriate in line with other investment opportunities and its prudent approach to risk management including with regard to Blanket maintaining a reasonable level of production; receiving payment in full and on time for all gold sales; being able to make the necessary local and international payments and being able to replenish its supplies of consumables and other items.
Strategy
The immediate strategic focus is to:
| ● | Achieve Blanket’s production guidance to a targeted range of 72,000 - 76,500 ounces of gold for 2026; |
| ● | Management anticipates that gold production at Blanket in 2027 will be higher than the 2026 guidance above, due the increased run-of-mine production arising from the introduction of the 7-day shift and the potential for oxide mining at the K-pits. Management is currently finalising a resource estimate for the K-pits and is assessing the extent of timing of any increased production, the required capital expenditure to achieve higher production and the resultant effect on on-mine and all-in sustaining costs. Management expects that firm guidance for 2027 in respect of production, costs and operating costs will be provided after the 2027 budgeting exercise has been completed at the end of 2026; |
| ● | Engage in further exploration at Blanket with the objectives to upgrade existing inferred mineral resources to measured and indicated mineral resources so that Blanket’s life of mine may be extended and to commence exploration on other target areas on Blanket’s lease area which are outside the current mine footprint; |
| ● | continue with fund raising activities for the Bilboes sulphide project and commence mine development and |
| ● | continue with exploration activities at Motapa with a view to identifying sulphide and oxide mineral resources. Any sulphide mineral resources would eventually be treated as part of the Bilboes sulphide project; oxide mineral resources may create short term, relatively short-life revenue opportunities. |
5. EXPLORATION
Caledonia’s exploration activities are focused on Blanket and Motapa.
Blanket - Underground
Deep exploration drilling continues at Blanket primarily targeting the down dip continuations of the main orebodies at Blanket, namely Lima, Eroica, AR South, AR Main and the six Blanket orebodies.
Latest results of the drilling program were published on April 7, 2026 which provided detail regarding the drilling results. Of note from the drilling results are the continued, generally better than expected grades and widths being encountered on the Blanket 7 (“BLK7”) orebody. As previously disclosed, BLK7 is a newer orebody encountered between 30 and 34 levels which is now being drilled out to define the orientation of a mineralised zone.
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The deep drilling at Lima has shown the Lima orebodies extend to at least the 34-level horizon. The Lima orebody comprises up to 6 individual mineralised zones, not always developed together, and further infill drilling will delineate the spatial orientations of these orebodies.
The deep drilling at Blanket continues to prove the continuation of the main orebodies at depths equivalent to the lowest levels of the mine and beyond. The density of drilling intersections is likely to upgrade inferred mineral resources to the indicated mineral resource category or better, providing a solid resource base for life of mine planning.
Blanket has commenced a surface exploration project within the area held under the Blanket mining lease. The program is targeting the Banded Iron Formation (“BIF”) which strikes in a north-westerly direction and has been exploited at the nearby Vumbachikwe and Sabiwa gold mines. The BIF extends from the southern boundary of the Blanket lease area through to the northern boundary and beyond.
A program of shallow surface trenching was completed at an area named the K-Pits. A total of 13 surface trenches were completed for a total of 2,220 meters. Geological mapping showed shear zones and quartz veining or silicification along the lithological boundaries of a talc chlorite schist and the surrounding metabasalts.
On the strength of sampling results from the trenching, a total of 7,063 meters of shallow Reverse Circulation (“RC”) drilling was completed at the K-Pit target, focused primarily on examining the area for oxide gold mineralisation that may be amenable to low-cost surface heap leaching operations.
Details and results of the drilling program were disclosed on July 23, 2026 with highly encouraging gold grades from the weathered zones. In addition, it is anticipated the continuation of the sulphide zone represents a previously unmined mineralised zone approximately 200 meters to the east (in the footwall) of the current underground mining zones.
Currently, metallurgical testing is underway to ascertain the amenability of the oxide mineralisation to surface heap leaching of the gold content. If successful, this may in due course lead to surface mining activities at Blanket.
Motapa
US$3.8 million has been allocated to Motapa exploration as part of the Group’s 2026 growth capital programme, reflecting management’s continued commitment to disciplined investment in exploration while maintaining financial flexibility. Planned work programmes are designed to complement the Bilboes development timetable and to build a pipeline of potential future opportunities that could enhance mine life, operational flexibility and regional scale over time.
Results of the 2025 drilling campaign were disclosed on June 10, 2026. Drilling has confirmed the continuity of mineralisation along a strike length of approximately 6km (Northern, Central and Southern trends) within the Bubi Greenstone Belt. Additional prospective zones have been identified through the continuation of the surface trenching program. The Motapa area is highly prospective for both oxide and sulphide mineralisation, supporting near-term and longer-term development potential in the greater area.
Based on results to date, Caledonia expects to publish a maiden mineral resource estimate for portions of Motapa in the third quarter of 2026, representing a key milestone in evaluating the project's contribution to the broader Bilboes development strategy.
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6. INVESTING
An analysis of investments is set out below.
| | | | | | | | | | |
($’000’s) | | 2023 | | 2024 | | 2025 | | 2026 | | 2026 |
| | Year | | Year | | Year | | Q1 | | Q2 |
Property, plant and equipment |
| |
| |
| |
| |
| |
Blanket |
| 28,240 |
| 27,109 |
| 30,758 |
| 4,795 |
| 8,058 |
Solar |
| 163 |
| — |
| — |
| — |
| — |
Bilboes |
| — |
| — |
| — |
| — |
| 4,706 |
Other |
| 1,203 |
| 472 |
| 275 |
| (67) | * | 101 |
Total investment – property, plant and equipment |
| 29,606 |
| 27,581 |
| 31,034 |
| 4,728 |
| 12,865 |
| | | | | | | | | | |
Exploration and evaluation assets |
| |
| |
| |
| |
| |
Bilboes |
| 73,573 |
| 1,327 |
| 3,721 |
| 737 |
| — |
Maligreen |
| 372 |
| 35 |
| 25 |
| 12 |
| — |
Motapa |
| 2,748 |
| 1,641 |
| 3,279 |
| 570 |
| 1,183 |
Other Satellite properties |
| — |
| 51 |
| 15 |
| — |
| — |
Total investment – exploration and evaluation assets |
| 76,693 |
| 3,054 |
| 7,040 |
| 1,319 |
| 1,183 |
* Negative balance movement resulting from an intra-group transfer.
The acquisition of property, plant and equipment relates to the investment at Blanket as discussed further in section 4.3; the investment in exploration and evaluation assets related to the feasibility study work performed at Bilboes of $Nil (2025: $1.5 million), exploration work at Motapa of $1.2 million (2025: $1.2 million) and Maligreen of $Nil (2025: $2,000) during the Quarter.
Investment in property, plant and equipment at Blanket is discussed in section 4.3 of this MD&A; investment in exploration and evaluation assets is as set out in section 5.
7. LIQUIDITY AND CAPITAL RESOURCES
An analysis of Caledonia’s capital resources is set out below.
| | | | | | | | | | | | |
Liquidity and Capital Resources | | | | | | | | | | | | |
($’000’s) | | Mar 31 | | Jun 30 | | Sep 30 | | Dec 31 | | Mar 31 | | Jun 30 |
As at |
| 2025 |
| 2025 |
| 2025 |
| 2025 |
| 2026 |
| 2026 |
Net cash and cash equivalents |
| (4,572) |
| 8,211 |
| 7,278 |
| 23,840 |
| 161,155 |
| 167,769 |
Net working capital |
| 14,611 |
| 34,750 |
| 38,571 |
| 34,584 |
| 178,037 |
| 186,965 |
Movements in Caledonia’s net cash, overdraft and working capital and an analysis of the sources and uses of Caledonia’s cash are discussed in section 3 of this MD&A. The overdraft and term facilities are held by Blanket with Zimbabwean banks with security and repayment periods as detailed in section 3.3.5. The Group’s liquid assets as at June 30, 2026 plus anticipated cash flows exceeded its planned and foreseeable commitments as set out in section 7.
The Group generated total comprehensive income of $30.4 million and net cash inflows from operating activities of $28.4 million during the Quarter. As at 30 June 2026, the Group had cash and cash equivalents of $167.8 million.
The Group continues to generate positive cash flows from operations at Blanket, which remains the primary source of funding for Blanket operating activities, sustaining capital expenditure and approved growth projects. During the Quarter, the Group also completed the issuance of US$150 million Convertible Senior Notes due 2030, further strengthening its liquidity position and providing additional financial flexibility to support the development of the Bilboes sulphide project.
Management has prepared forecasts and cash flow projections covering a period of at least twelve months from the date of approval of the interim financial statements. These forecasts incorporate expected operating performance at Blanket Mine, planned capital expenditure programmes and the Group's existing cash resources. Based on these forecasts and the Group's current financial position,
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the directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future.
Accordingly, the interim condensed consolidated financial statements have been prepared on a going concern basis. While the Group remains exposed to risks and uncertainties, including fluctuations in gold prices, changes in operating costs, project execution risks and broader economic conditions, the directors are satisfied that the Group has sufficient liquidity and access to funding to meet its obligations as they fall due for at least the next twelve months.
8. OFF-BALANCE SHEET ARRANGEMENTS, CONTRACTUAL COMMITMENTS AND CONTINGENCIES
There are no off-balance sheet arrangements. The Company had the following contractual obligations at June 30, 2026:
| | | | | | | | | | |
Payments due by period* | | | | | | | | | | |
($’000’s) | | Within | | | | | | After | | |
Falling due | | 1 year | | 1-3 Years | | 4-5 Years | | 5 Years | | Total |
Trade and other payables | | 27,649 | | — | | — | | — | | 27,649 |
Provisions |
| — |
| 298 |
| 314 |
| 14,981 |
| 15,593 |
Capital expenditure commitments |
| 9,671 |
| — |
| — |
| — |
| 9,671 |
Loans and borrowings |
| 1,608 |
| 480 |
| — |
| — |
| 2,088 |
Lease liabilities |
| 384 |
| 353 |
| 222 |
| 111 |
| 1,070 |
Cash-settled share-based payments |
| 569 |
| 933 |
| — |
| — |
| 1,502 |
Convertible Senior Notes |
| 8,813 |
| 17,625 |
| 17,625 |
| 167,625 |
| 211,688 |
Bank overdrafts |
| 4,015 |
| — |
| — |
| — |
| 4,015 |
Bonds |
| 3,233 |
| 11,348 |
| — |
| — |
| 14,581 |
*All amounts above are undiscounted
The capital expenditure commitments relate to materials and equipment which have been ordered by CMSA, and which will be sold to Blanket.
Other than the proposed investment in the exploration properties, the committed and uncommitted investment will be used to maintain Blanket’s existing operations as discussed in section 4.2 of this MD&A.
Committed and uncommitted purchase obligations are expected to be met from the cash generated from Blanket’s existing operations and the Group’s existing borrowing facilities. The Group leases property for its administrative offices in Jersey, Harare, Bulawayo, Dubai and Johannesburg; following the implementation of IFRS 16 the Group recognises the liabilities for these leases. As of June 30, 2026, the Group had liabilities on the statement of financial position for rehabilitation work on Blanket – if the mine is permanently closed – at an estimated discounted cost of $5.9 million (December 31, 2025: $5.5 million), Motapa’s undiscounted liability amounted to $1.1 million (December 31, 2025: $1.0 million), and Bilboes’ undiscounted liability amounted to $3.3 million (December 31, 2025: $3.2 million).
9. ADJUSTED EARNINGS PER SHARE
“Adjusted earnings per share” is a non-IFRS measure which management believes assists investors to understand the Company’s underlying performance. The table below reconciles “adjusted earnings per share” to the profit/loss attributable to owners of the Company shown in the financial statements which have been prepared under IFRS. Adjusted earnings per share is calculated by
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deducting payments to BETS (the company that owns 10% of Blanket’s shares on behalf of an employee trust), foreign exchange gains and losses, impairments, deferred tax and inventory write-downs from the profit attributable to the owners of the Company.
| | | | | | | | |
Reconciliation of Adjusted earnings per share (“Adjusted EPS”) to IFRS Profit attributable to owners of the Company | | | | | | | | |
($’000’s, unless otherwise indicated) | | | | | | | | |
| | 3 months ended | | 6 months ended | ||||
| | June 30 | | June 30 | ||||
| | 2026 | | 2025 | | 2026 | | 2025 |
Profit for the period (IFRS) |
| 30,020 |
| 23,596 |
| 48,933 |
| 34,759 |
Non-controlling interest share for the period |
| (6,214) |
| (3,109) |
| (9,274) |
| (5,357) |
Profit attributable to owners of the Company |
| 23,806 |
| 20,487 |
| 39,659 |
| 29,402 |
BETS adjustment |
| 2,531 |
| (118) |
| 2,067 |
| (459) |
Earnings (IFRS) |
| 26,337 |
| 20,369 |
| 41,726 |
| 28,943 |
Weighted average shares in issue (thousands) |
| 19,321 |
| 19,253 |
| 19,321 |
| 19,253 |
IFRS EPS (cents) |
| 136.3 |
| 105.7 |
| 216.0 |
| 150.3 |
| | | | | | | | |
Add back/(deduct) amounts in respect of foreign exchange movements |
| |
| |
| |
| |
Realised net foreign exchange losses |
| 27 |
| 29 |
| 40 |
| 34 |
Unrealised net foreign exchange (gains)/losses |
| (49) |
| 222 |
| 184 |
| 474 |
- less tax |
| 93 |
| 118 |
| 20 |
| 118 |
Adjusted IFRS profit excl. foreign exchange |
| 26,408 |
| 20,738 |
| 41,970 |
| 29,569 |
Weighted average shares in issue (thousands) |
| 19,321 |
| 19,253 |
| 19,321 |
| 19,253 |
Adjusted IFRS EPS excl. foreign exchange (cents) |
| 136.7 |
| 107.7 |
| 217.2 |
| 153.6 |
| | | | | | | | |
Add back/(deduct) amounts in respect of: |
| |
| |
| |
| |
Reversal of BETS adjustment |
| (2,531) |
| 118 |
| (2,067) |
| 459 |
Payout costs |
| 78 |
| 333 |
| 78 |
| 1,125 |
Tax on Payout costs |
| (21) |
| (88) |
| (21) |
| (300) |
Deferred tax |
| 504 |
| 930 |
| 573 |
| 868 |
Non-controlling interest portion of deferred tax and impairment |
| 199 |
| (103) |
| 146 |
| (130) |
Fair value (gains)/losses on derivative financial instruments |
| (11,501) |
| — |
| (15,496) |
| 1,592 |
Adjusted profit |
| 13,136 |
| 21,928 |
| 25,183 |
| 33,183 |
Weighted average shares in issue (thousands) |
| 19,321 |
| 19,253 |
| 19,321 |
| 19,253 |
Adjusted EPS (cents) |
| 68.0 |
| 113.9 |
| 130.3 |
| 172.4 |
10. RELATED PARTY TRANSACTIONS
Key management personnel are persons responsible for planning, directing and controlling the activities of an entity, and include directors and executive officers of the Company. The amounts paid by the Company for the services provided by key management personnel who are related parties have been determined by negotiation among the parties and are reviewed and approved by the Board. These transactions are in the normal course of operation.
The Company entered into a new consultancy agreement with Mr. Curtis, a former director of the Company, in February 2026 which expired on June 30, 2026 with a monthly fee of $5,000. During the Quarter, the Company expensed $15,000 (2025 (under a previous consultancy agreement): $37,500) in advisory service fees to Mr. Curtis.
$7,500 rent was paid to Fulbon Investments (Pvt) Limited in the Quarter, of which Mr. Gapare is a director, which supplied office accommodation to CHZ.
11. CRITICAL ACCOUNTING ESTIMATES
Caledonia’s accounting policies are set out in the Interim Financial Statements which are being publicly filed on EDGAR and on SEDAR+. In preparing the Interim Financial Statements, management is required to make estimates and assumptions that affect the amounts represented in the Interim Financial Statements and related disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
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Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the Interim Financial Statements is included in the following notes:
11.1. Site restoration provisions
The site restoration provision has been calculated for Blanket based on an independent analysis of the rehabilitation costs as performed in 2025 and adjusted for inflation in 2026. For properties in the development phase the restoration costs are recognised at the current estimated cost of restoration undiscounted. For properties in the production phase assumptions and estimates are made when determining the inflationary effect on current restoration costs and the discount rate to be applied in arriving at the present value of the provision where the time value of money effect is significant. Assumptions, based on the current economic environment, have been made that management believes are a reasonable basis for estimating the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed by management. Estimates are reviewed annually and are based on current regulatory requirements. Significant changes in estimates of contamination estimates, restoration standards, and techniques will result in changes to the provision from period to period. Actual rehabilitation costs will ultimately depend on future market prices for the rehabilitation. The final cost of the currently recognised site rehabilitation provision may be higher or lower than currently provided for.
11.2. Exploration and evaluation (“E&E”) expenditure
Exploration and evaluation assets are tested for impairment before the assets are transferred to mine development, infrastructure and other assets or when an indicator of impairment is identified. Exploration and evaluations assets are not depreciated.
The Group also makes assumptions and estimates regarding the technical feasibility and commercial viability of the mineral project and the possible impairment of E&E assets by evaluating whether it is likely that future economic benefits will flow to the Group, which may be based on assumptions about future events or circumstances e.g., such as the completion of a feasibility study indicating construction, funding and economic returns that are sufficient. Assumptions and estimates made may change if new information becomes available. If information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalised is written off in profit or loss in the period the new information becomes available. The recoverability of the carrying amount of exploration and evaluation assets depends on the availability of sufficient funding to bring the properties into commercial production, the price of the products to be recovered and the undertaking of profitable mining operations. As a result of these uncertainties, the actual amount recovered may vary significantly from the carrying amount.
IFRS 6 Exploration for and Evaluation of Mineral Resources (“IFRS 6”) requires that both technical feasibility and commercial viability be demonstrable before exploration and evaluation assets are reclassified to development assets. Following an assessment of the technical and commercial status of the Bilboes sulphide project, management concluded that, as at March 31, 2026, the criteria for transition from the exploration and evaluation phase to the development phase had been met. Accordingly, the Bilboes sulphide asset was transferred from exploration and evaluation assets to development assets effective March 31, 2026.
11.3. Income taxes
Significant estimates and assumptions are required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Caledonia records its best estimate of the tax liability including any related interest and penalties in the current tax provision. In addition, Caledonia applies judgement in recognising deferred tax assets relating to tax losses carried forward to the extent that there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilised or sufficient estimated taxable income against which the losses can be utilised.
11.4. Impairment
At each reporting date, Caledonia determines if impairment indicators exist and, if present, performs an impairment review of the non-financial assets held in Caledonia. The exercise is subject to various judgmental decisions and estimates. Financial assets are also reviewed regularly for impairment.
11.5. Depreciation
Depreciation on mine development, infrastructure and other assets in the production phase is computed on the units-of-production method over the life-of-mine based on the estimated quantities of reserves (proven and probable) and resources (measured, indicated
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and inferred), which are planned to be extracted in the future from known mineral deposits. Where items have a shorter useful life than the life-of-mine, the mine development, infrastructure and other assets are depreciated over their useful life. Confidence in the existence, commercial viability and economical recovery of reserves and resources included in the life-of-mine plan may be based on historical experience and available geological information. This is in addition to the drilling results obtained by the Group and management’s knowledge of the geological setting of the surrounding areas, which would enable simulations and extrapolations to be done with a sufficient degree of accuracy. In instances where management can demonstrate the economic recovery of resources with a high level of confidence, such additional resources are included in the calculation of depreciation.
11.6. Mineral reserves and resources
Mineral reserves and resources are estimates of the amount of product that can be economically and legally extracted. In order to calculate the reserves and resources, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity prices and exchange rates. Estimating the quantity and grade of mineral reserves and resources requires the size, shape and depth of orebodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological assumptions and calculations to interpret the data. Estimates of mineral reserves and resources may change due to the change in economic assumptions used to estimate mineral reserves and resources and due to additional geological data becoming available during operations.
The Group estimates its mineral reserves (proven and probable) and mineral resources (measured, indicated and inferred) based on information compiled by a qualified person principally in terms of Canadian Securities Administrators’ National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the SEC’s Subpart 1300, relating to geological and technical data of the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires geological and engineering assumptions to interpret the data. These assumptions include:
| ● | correlation between drill-hole intersections where multiple reefs are intersected. |
| ● | continuity of mineralisation between drill-hole intersections within recognised reefs; and |
| ● | appropriateness of the planned mining methods. |
The Group estimates and reports reserves and resources principally in accordance with Subpart 1300 and NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards for Mineral Resources and Mineral Reserves. Complying with the CIM code, NI 43-101 requires the use of reasonable assumptions to calculate the recoverable resources. These assumptions include:
| ● | the gold price based on current market price and the Group’s assessment of future prices; |
| ● | estimated future on-mine costs, sustaining and non-sustaining capital expenditures; |
| ● | cut-off grade; |
| ● | dimensions and extent, determined both from drilling and mine development, of ore bodies; and |
| ● | planned future production from measured, indicated and inferred resources. |
Changes in reported mineral reserves and mineral resources may affect the Group’s financial results and position in several ways, including the following:
| ● | asset carrying values may be affected due to changes in the estimated cash flows; |
| ● | depreciation and amortisation charges to profit or loss may change as these are calculated on the unit-of-production method or where useful lives of an asset change; and |
| ● | decommissioning, site restoration and environmental provisions may change in ore reserves and resources which may affect expectations about the timing or cost of these activities. |
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12. FINANCIAL INSTRUMENTS
12.1. Commodity risk
As at June 30, 2026 the Company had the following put options to hedge gold price risk:
| | | | | | | | | |
| | Ounces hedged | | Ounces hedged | | Strike price | | Period of hedge | |
Purchase date | | June 30, 2026 | | December 31, 2025 | | | | | |
November 12, 2025 |
| 54,000 oz |
| 60,000 oz | | $ | 3,500 |
| January 2026 - December 2028 |
November 21, 2025 |
| 36,000 oz |
| 48,000 oz | | $ | 3,500 |
| January 2026 - December 2027 |
The put options were entered into to protect the Company against gold prices lower than the strike price over the period hedged. The options are “out-of-the-money” put options which lock in a minimum price over the number of ounces that are subject to the hedge for an initial option price. These arrangements carry no further financial obligations, such as margin calls.
12.2. Credit risk
The carrying amount of financial assets as disclosed in the statements of financial position and related notes represents the maximum credit exposure. The trade receivable predominantly relates to gold bullion sold before the end of the Quarter and VAT receivables. The amount due in respect of bullion sales was settled shortly after year end.
Credit risk arising from cash and cash equivalents is considered low as the Group holds its cash balances with reputable financial institutions that have strong credit ratings. Management continuously monitors the creditworthiness of these institutions and does not expect any counterparty to fail to meet its obligations.
12.3. Liquidity risk
All trade payables, financial liabilities and the bank overdrafts have maturity dates that are repayable as set out in section 8.
12.4. Currency risk
A proportion of Caledonia’s assets, financial instruments and transactions are denominated in currencies other than the US Dollar. The financial results and financial position of Caledonia are reported in US Dollars in the Interim Financial Statements.
The fluctuation of the US Dollar in relation to other currencies will consequently have an impact upon the profitability of Caledonia and may also affect the value of Caledonia’s assets and liabilities and the amount of shareholders’ equity.
As discussed in section 4.6 of this MD&A, the ZiG is subject to variations in the exchange rate against the US Dollar. This may result in Blanket’s assets, liabilities and transactions that are denominated in ZiG being subject to further fluctuations in the exchange rate between ZiG and US Dollars. In addition, the Company may be subject to fluctuations in the exchange rate between the South African Rand and the US Dollar in respect of cash that is held in Rands in South Africa.
12.5. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of an interest-bearing financial asset or liability will fluctuate as a result of changes in market interest rates. Management believes that the Group's exposure to interest rate risk is limited, as the majority of its borrowings are subject to fixed interest rates hence there is no exposure to changes in future contractual cash flows. The Group's cash and cash equivalents comprise highly liquid investments that earn interest at market rates. The Group's policy is focused on preserving capital and maintaining liquidity, with surplus funds invested primarily in short-term deposits with high credit rated financial institutions.
Fixed-rate borrowings expose the Group to fair value interest rate risk, as the market value of the debt would fluctuate in response to changes in market interest rates. However, because the borrowings are measured at amortised cost, changes in market interest rates do not affect the carrying amount of the debt, profit or loss, or equity. Consequently, management has not presented an interest rate sensitivity analysis for these instruments.
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The Group's exposure is monitored as part of its overall treasury and funding strategy.
13. SECURITIES OUTSTANDING
At August 10, 2026, the last day practicable prior to the publication of this MD&A, Caledonia had 19,335,079 common shares issued.
14. RISK ANALYSIS
Caledonia's business is subject to significant risk arising from the nature of mining, exploration and development activities, and from the jurisdictions in which it operates. Risk cannot be eliminated, and the Group's approach is to be explicit about which risks it is prepared to accept. Caledonia has very limited appetite for exposures affecting the safety of its people or its licence to operate, and a higher appetite for risks taken deliberately in pursuit of growth, where the potential return is understood and the exposure is capable of being managed. Refer to the Annual Report on Form 20-F for 2025, which was published on the Securities and Exchange Commission's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system on April 24, 2026, and which is also available on SEDAR+, for a comprehensive discussion of the risk factors and how management seeks to mitigate the risks where this is possible.
15. FORWARD LOOKING STATEMENTS
Information and statements contained in this MD&A that are not historical facts are “forward-looking information” within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited to, Caledonia’s current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “target”, “intend”, “estimate”, “could”, “should”, “may” and “will” or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward-looking information in this MD&A include: implementation schedules for, and other uncertainties inherent in, the Bilboes sulphide project; production guidance; estimates of future/targeted production rates; planned mill capacity increases; estimates of future metallurgical recovery rates and the ability to maintain high metallurgical recovery rates; timing of commencement of operations; plans and timing regarding further exploration, drilling and development; the prospective nature of exploration and development targets; the ability to upgrade and convert mineral resources to mineral reserves; capital and operating costs; our intentions with respect to financial position and third party financing; and future dividend payments. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information. Such factors and assumptions include, but are not limited to: failure to establish estimated resources and reserves, the grade and recovery of ore which is mined varying from estimates, success of future exploration and drilling programs, reliability of drilling, sampling and assay data, assumptions regarding the representativeness of mineralisation being inaccurate, success of planned metallurgical test-work, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, changes in government regulations, legislation and rates of taxation, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and other factors.
Security holders, potential security holders and prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such factors include, but are not limited to: risks relating to estimates of mineral reserves and mineral resources proving to be inaccurate, fluctuations in gold price and payment terms for gold sold to FGR, risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological or structural formations, pressures, power outages, fire, explosions, landslides, cave-ins and flooding), risks relating to the credit worthiness or financial condition of suppliers, refiners and other parties with whom the Company does business, inadequate insurance, or inability to obtain insurance, to cover these risks and hazards, employee relations, relationships with and claims by local communities and indigenous populations, political risk, risks related to natural disasters, terrorism, civil unrest, public health concerns (including health epidemics or outbreaks of communicable diseases such as the coronavirus (COVID-19)), availability and increasing costs associated with mining inputs and labour, the speculative nature of mineral exploration and development, including the risks of obtaining or maintaining necessary licenses and permits, diminishing quantities or grades of mineral reserves as mining occurs, global financial condition, the actual results of current exploration activities, changes to conclusions of economic evaluations, and changes in project parameters to deal with unanticipated economic or other factors, risks of increased capital and operating costs, environmental, safety or regulatory risks, expropriation, the Company’s title to properties including ownership thereof, increased competition in the mining industry for properties, equipment, qualified personnel and their costs, risks relating to the uncertainty of timing of events including targeted production rate increase and currency fluctuations. Security holders, potential security holders and prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves
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numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Caledonia reviews forward-looking information for the purposes of preparing each MD&A; however, Caledonia undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
16. CONTROLS
The Company has established and maintains disclosure controls and procedures (“DC&P”) designed to provide reasonable assurance that material information relating to the Company is made known to the Chief Executive Officer and the Chief Financial Officer by others, particularly during the period in which interim filings are being prepared, and that information required to be disclosed in the Company’s annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarised and reported within the time periods specified by such securities legislation.
The Company’s management, along with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of the Company’s DC&P as of June 30, 2026. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s DC&P were effective.
The Company also maintains a system of internal controls over financial reporting (“ICFR”) designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS; however, due to inherent limitations, ICFR may not prevent or detect all misstatements and fraud. The board of directors approves the financial statements and ensures that management discharges its financial responsibilities. The Audit and Risk Committee, which is composed of independent directors, meets periodically with management and our independent registered public accounting firm to review financial reporting and control matters and reviews the financial statements and recommends them for approval to the board of directors.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate ICFR and evaluating the effectiveness of the Company’s ICFR as of each fiscal year end. Management uses the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as its framework for evaluating ICFR. Based on the procedures performed as of June 30, 2026, management has not identified any material weakness in the Company's ICFR.
There have been no changes in the Company’s ICFR during the period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
17. QUALIFIED PERSON
Mr. Craig Harvey (NHD Economic Geology, MGSSA, MAIG) is the Company’s qualified person as defined by Subpart 1300 and NI 43-101. Mr. Harvey is responsible for the technical information provided in this MD&A except where otherwise stated. Mr. Harvey has reviewed the scientific and technical information included in this document and has approved the disclosure of this information for the purposes of this MD&A.
35
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, John Mark Learmonth, Chief Executive Officer of Caledonia Mining Corporation Plc, certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Caledonia Mining Corporation (the “issuer”) for the quarter ended June 30, 2026. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings |
(a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
(i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
(ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
1
5.2 | N/A |
5.3 | N/A |
6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 10, 2026 | |
| |
/s/ J Learmonth | |
John Mark Learmonth | |
Chief Executive Officer | |
2
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Ross Ian Jerrard, Chief Financial Officer of Caledonia Mining Corporation Plc, certify the following:
1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Caledonia Mining Corporation (the “issuer”) for the quarter ended June 30, 2026. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
4. | Responsibility: The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings |
(a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
(i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
(ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
(b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
5.1 | Control framework: The control framework the issuer’s other certifying officer and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework – published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
1
5.2 | N/A |
5.3 | N/A |
6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on June 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 10, 2026 | |
| |
/S/ R I Jerrard | |
Ross Ian Jerrard | |
Chief Financial Officer | |
2
Exhibit 99.5
CONSENT OF EXPERT
August 6, 2026
Caledonia Mining Corporation Plc
United States Securities and Exchange Commission
Ladies and Gentlemen:
Re: Caledonia Mining Corporation Plc (the “Company”)
I, Craig Harvey, do hereby consent to:
| (1) | the inclusion of my name in connection with the scientific and technical information contained in the press releases filed with the United States Securities and Exchange Commission (the “SEC”) (the “Technical Information”) on Form 6-K dated June 10, 2026, July 20, 2026, and July 23, 2026; |
(2) | the inclusion in this Form 6-K of references to my name in connection with the Technical Information contained in Company’s Management Discussion & Analysis for the three and six months ended June 30, 2026 filed with the SEC; and |
(3) | the filing of this consent under cover of this Form 6-K with the SEC and of the incorporation by reference of this consent, the use of my name and the Technical Information into the Company’s Registration Statement on Form F-3 (No. 333-281436), and any amendments thereto, filed with the SEC. |
| By: | /s/ Craig Harvey |
| | Craig Harvey |