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                                                                      EXHIBIT 11

                          CALEDONIA MINING CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

      1. COMPLYING WITH LAW

All employees, officers and directors of Caledonia Mining Corporation and its
wholly-and partially owned subsidiaries (individually and collectively, the
"Company") should respect and comply with all of the laws, rules and regulations
of the countries and jurisdictions in which the Company conducts its business.
Such legal compliance should include, without limitation, compliance with the
"insider trading" prohibitions applicable to the Company and its employees,
officers and directors. Generally, employees, officers and directors who have
access to or knowledge of confidential or non-public information from or about
the Company are not permitted to buy, sell or otherwise trade in the Company's
securities, whether or not they are using or relying upon that information. This
restriction extends to sharing or tipping others about such information,
especially since the individuals receiving such information might utilize such
information to trade in the Company's securities. This Code does not summarize
all laws, rules and regulations applicable to the Company and its employees,
officers and directors.

      2. CONFLICTS OF INTEREST

All employees, officers and directors of the Company should be scrupulous in
avoiding a conflict of interest with regard to the Company's interests. A
"conflict of interest" exists whenever an individual's private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of the Company. A conflict situation can arise when an employee,
officer or director takes actions or has interests that may make it difficult to
perform his or her work objectively and effectively. Conflicts of interest may
also arise when an employee, officer or director, or members of his or her
family, receives improper personal benefits as a result of his or her position
in the Company, whether received from the Company or a third party. Loans to
employees, officers and directors and their respective family members are
prohibited. Conflicts of interest are prohibited as a matter of Company policy,
except under guidelines that may be approved by the Board of Directors or
committees of the Board. Any employee, officer or director who becomes aware of
a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate person or officer.

      3. GIFTS

The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage
with customers or others. No gift or entertainment should be offered, given,
provided or accepted by any Company employee, family member of an employee or
agent unless it: (1) is not a cash gift, (2) is consistent with customary
business practices, (3) is not excessive in value, (4) cannot be construed as a
bribe or payoff and (5) does not violate any laws or regulations.

      4. CORPORATE OPPORTUNITY

Employees, officers and directors are prohibited from (a) taking for themselves
personally opportunities that properly belong to the Company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c) competing
with the


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Company. Employees, officers and directors owe a duty to the Company to advance
its legitimate interests when the opportunity to do so arises in preference to
their own personal interests.

      5. CONFIDENTIALITY

Employees, officers and directors of the Company must maintain the
confidentiality of confidential information entrusted to them by the Company or
its suppliers or customers, except when disclosure is authorized by or required
by applicable laws, regulations or legal proceedings. Confidential information
includes all non-public information that might be of use to competitors of the
Company, or harmful to the Company or its customers if disclosed. The interests
of the Company must not be advanced through unethical or illegal business
practices. Stealing proprietary information, possessing trade secret information
that was obtained without the owner's consent, or inducing such disclosures by
past or present employees of other companies is prohibited.

      6. FAIR DEALING

Each employee, officer and director should endeavor to deal fairly with the
Company's customers, suppliers, competitors, officers and employees and with all
stay of the various regulatory authorities with which the Company deals. No one
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts or any other
unfair dealing practice.

      7. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees, officers and directors should protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. All Company assets should be used only for
legitimate business purposes.

      8. ACCOUNTING COMPLAINTS

The Company's policy is to comply with all applicable financial reporting and
accounting regulations applicable to the Company. If any employee, officer or
director of the Company has concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to
submit those concerns or complaints (anonymously, confidentially or otherwise)
to any member of the Audit Committee of the Board of Directors, which will,
subject to its duties arising under applicable law, regulations and legal
proceedings, treat such submissions confidentially.

      9. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and, when in doubt, about
the best course of action in a particular situation. Employees, officers and
directors who are concerned that violations of this Code or that other illegal
or unethical conduct by employees, officers or directors of the Company have
occurred or may occur should either contact their supervisor or superiors. If
their concerns or complaints require confidentiality, including keeping their
identity anonymous, then this confidentiality will be protected, subject to
applicable law, regulation or legal proceedings.

      10. NO RETALIATION

The Company will not permit retaliation of any kind by or on behalf of the
Company and its employees, officers and directors against good faith reports or
complaints of apparent violations of this Code or other illegal or unethical
conduct.

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      11. PUBLIC COMPANY REPORTING

As a public company, it is of critical importance that the Company's public
filings be accurate and timely. Depending on their position with the Company, an
employee, officer or director may be called upon to provide necessary
information to assure that the Company's public reports are complete, fair and
understandable. The Company expects employees, officers and directors to provide
prompt accurate answers to inquiries related to the Company's public disclosure
requirements. All of the Company's books, records, accounts and financial
statements must be maintained in reasonable detail, must appropriately reflect
the Company's transactions and must conform both to applicable legal
requirements and to the Company's system of internal controls. Unrecorded or
"off the books" funds or assets should not be maintained unless permitted by
applicable law or regulation and approved by a person in a superior position.

12. Where any director, officer or employee of the Company is in any doubt about
the meaning of any of the provisions of this Code or of how he or she should
handle or report any apparent violations of this Code or any apparent violations
by the Company or any of its other directors, officers or employees of any of
the applicable laws, rules or regulations, such person should consult the
Company's solicitors or such members of the board of directors of the Company
who are qualified lawyers. The Company accepts responsibility for paying the
fees of the lawyers for any time they spend advising any person consulting them
as a result of the provisions of this clause.

      13. AMENDMENT, MODIFICATION AND WAIVER

This Code may be amended, modified or waived by the Board of Directors, subject
to the disclosure and other provisions of the Securities Exchange Act of 1934,
and the rules thereunder and the applicable rules of the NASDAQ and the Toronto
Stock Exchange.

April 8th  2004