<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               _________________
                                   FORM 10-Q

[X]      Quarterly report under Section 13 or 15 (d) of the Securities Exchange
         Act of 1934

FOR THE QUARTERLY PERIOD ENDED         DECEMBER 31, 1996
                                   --------------------------

                                       OR

[_]      Transition report under section 13 or 15 (d) of the Exchange Act



                        COMMISSION FILE NUMBER 0-14136

                                 CASMYN CORP.
    -----------------------------------------------------------------------
              (Exact name of registrant as specified in Charter)


                                   COLORADO
    -----------------------------------------------------------------------
                (State or other jurisdiction of incorporation)


                                  84-0987840
    -----------------------------------------------------------------------
                       (IRS Employer Identification No.)
                                        
                          1335 GREG STREET, UNIT #104
                             SPARKS, NEVADA 89431
                                (702) 331-5524
 ----------------------------------------------------------------------------
         (Address and Telephone Number of Principal Executive Offices)


     Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes  [X]
No  [_].

As of February 13, 1997, 12,752,633 shares of the issuer's common stock were
outstanding.

     This report contains 14 pages.
<PAGE>
 
                                  CASMYN CORP.
                                   FORM 10-Q
                                     INDEX


<TABLE>
<CAPTION>
                                                                               Page
                                                                               No.
                                                                               ----
<S>           <C>                                                              <C>
PART I.       Financial Information: 
 
              Condensed Consolidated Balance Sheets - September 30, 1996
              and December 31, 1996                                               3
 
              Condensed Consolidated Statements of Operations - Three Months
              ended December 31, 1996 and 1995                                    4
 
              Condensed Consolidated Statements of Cash Flows - Three Months
              ended December 31, 1996 and 1995                                    5
 
              Notes to Condensed Consolidated Financial Statements                7
 
              Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                10
 
PART II.      Other Information:
 
              Item 6 - Exhibits and Reports on Form 8-K                          14
 
              Signatures                                                         14
 
              Exhibits                                                           15
</TABLE>

                                       2
<PAGE>
 
                                  CASMYN CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                  DECEMBER 31,         SEPTEMBER 30,
                                                                      1996                 1996    
                                                               -------------------------------------
<S>                                                               <C>                  <C>         
CURRENT ASSETS:                                                                                    
     Cash and cash equivalents                                     $    799,543         $  4,046,194
     Accounts receivable, net                                           563,498              210,748
     Inventories                                                        677,246              517,837
     Prepaid expenses and other assets                                  208,857               15,295
                                                                   --------------------------------- 
          Total current assets                                        2,249,144            4,790,074
INVESTMENT IN AND ADVANCES TO AFFILIATES                              3,179,342            2,748,031
PROPERTY AND EQUIPMENT, NET                                          15,275,941           14,101,782
DUE FROM RELATED PARTIES, NET                                           189,320              211,708
OTHER ASSETS                                                            446,586              465,544
                                                                   ---------------------------------
          TOTAL ASSETS                                             $ 21,340,333         $ 22,317,139
                                                                   ================================= 
<CAPTION> 
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<S>                                                               <C>                  <C>         
                                                                                                   
CURRENT LIABILITIES:                                                                               
     Accounts payable                                              $  2,092,923         $  2,024,973
     Accrued taxes from acquisition                                     953,493              993,660
     Payable to joint venture                                                 -              623,000
     Accrued liabilities                                                100,806              303,864
     Current portion of long-term debt                                   94,015              107,471
                                                                   ---------------------------------
          Total current liabilities                                   3,241,237            4,052,968
LONG-TERM DEBT                                                           54,936               71,230
CONVERTIBLE DEBT                                                      5,000,000            5,000,000
                                                                   ---------------------------------
          Total Liabilities                                           8,296,173            9,124,198
                                                                   ---------------------------------
STOCKHOLDERS' EQUITY:                                                                               
     Preferred stock, $.10 par value; 20,000,000                                                    
      shares authorized; none outstanding                                     -                    -
     Common stock, $.04 par value; 300,000,000                                                      
      shares authorized; 12,752,633 and                                                 
      12,512,133 shares issued and outstanding                          510,105              500,485
     Additional paid-in capital                                      27,635,191           25,735,368
     Accumulated deficit                                            (13,995,644)         (12,389,109)
     Foreign currency translation adjustment                         (1,105,492)            (653,803)
                                                                   ---------------------------------
       Total stockholders' equity                                    13,044,160           13,192,941
                                                                   ---------------------------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $ 21,340,333         $ 22,317,139
                                                                   ================================= 
</TABLE>

         SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>
 
                                  CASMYN CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                               1996           1995
                                           -----------    -----------
<S>                                        <C>             <C>
REVENUES:                                  
 Precious metals                           $   622,506    $         -
                                           -----------    -----------

COSTS AND EXPENSES:                                        
 Mineral operations                            816,846              -
 General and administrative expenses           567,971        359,867            
 Compensatory stock option expense              74,042        198,850
 Depreciation, depletion and amortization      113,573         11,576
 Mineral exploration expense                   418,975        206,492
 Mergers and acquisitions                      113,822         63,332
                                           -----------    -----------
                                             2,105,229        840,117
                                           -----------    -----------
LOSS FROM OPERATIONS                        (1,482,723)      (840,117)
                                           -----------    -----------
OTHER INCOME (EXPENSE):                                    
 Equity in net loss of affiliate              (277,068)      (418,410)
 Interest income, net                           25,842         49,223
 Gain on sale of investment                    126,000              -
 Other income (expense), net                     1,414         (7,393)
                                           -----------    -----------
     Other income (expense), net              (123,812)      (376,580)
                                           -----------    -----------
NET LOSS                                   $(1,606,535)   $(1,216,697)
                                           ===========    ===========
                                                           
NET LOSS PER COMMON SHARE                  $      (.13)   $      (.14)
                                           ===========    ===========
                                                           
WEIGHTED AVERAGE COMMON SHARES                             
 OUTSTANDING                                12,624,508      8,604,637
                                           ===========    ===========
</TABLE>

    SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>
 
                                  CASMYN CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                1996            1995
                                            -----------     -----------
<S>                                         <C>             <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:       
NET LOSS                                    $(1,606,535)    $(1,216,697)
Adjustments to reconcile net loss to                         
 net cash used in operating activities:                      
     Depreciation, depletion and                                        
      amortization                              113,573          11,576 
     Equity in net loss of affiliate            277,068         418,410
     Compensatory stock option expense           74,042         198,850
     Amortization of debt issue costs            15,000          15,000
     Gain on sale of investment                (126,000)              -
     Other non-cash expense                      56,640               -
     Increase in accounts receivable           (352,750)        (50,147)
     Increase in inventories                   (159,409)              -
     Increase in prepaid expenses and                        
      other assets                              (23,641)       (481,414) 
     Increase in accounts payable                67,950          16,765
     Increase (decrease) in accrued                                      
      liabilities                              (243,225)        161,553  
     (Increase) decrease in amounts due                                  
      from related parties                       22,388         (44,864) 
                                            -----------     -----------
          Net cash used in operating                                     
           activities                        (1,884,899)       (970,968) 
                                            -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:                        
     Decrease in cash due to change in                       
      accounting for investment in VETI*              -        (459,708)
     Proceeds from sale of assets               900,000               -
     Decrease in long-term deposits               4,958          77,545
     Investment in and advances to                                       
      affiliates                               (708,379)     (2,095,956) 
     Purchase of property and equipment      (2,685,732)       (334,261)
                                            -----------     -----------
         Net cash used in investing                                      
          activities                         (2,489,153)     (2,812,380) 
                                            -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:                        
     Issuance of common stock                 1,410,500       4,750,002
     Issuance of common stock for                                       
      exercise of stock options                 198,340               - 
     Repayments of long-term debt               (29,750)        (98,760)
                                            -----------     -----------
          Net cash provided by                                          
           financing activities               1,579,090       4,651,242 
                                            -----------     -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                      
 AND CASH EQUIVALENTS                          (451,689)          3,561
                                            -----------     -----------
NET INCREASE (DECREASE) IN CASH AND                                     
 CASH EQUIVALENTS                            (3,246,651)        871,455 
CASH AND CASH EQUIVALENTS, BEGINNING OF                                 
 PERIOD                                       4,046,194       4,938,945 
                                            -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD    $   799,543     $ 5,810,400
                                            ===========     ===========
                                                            (CONTINUED)
</TABLE>

        SEE ACCOMPANYING NOTES TO CONDENSED, CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<PAGE>
 
                                  CASMYN CORP.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                              1996       1995
                                            -------------------
                                            
<S>                                         <C>        <C>
CASH PAID FOR INTEREST                      $ 22,528   $ 18,764
                                            ===================
 
NONCASH INVESTING AND FINANCING
 ACTIVITIES:
 
  Issuance of common stock for services     $226,561   $      -
  Conversion of common stock to                                
   preferred stock                                 -    270,700
  Receipt of investment for sale of asset      1,000          -  
  Reduction of payable to joint venture
   and investment in joint venture           623,000          -
             
<CAPTION> 
---------------------------------------------------------------

*  IMPACT ON THE COMPANY'S DECEMBER 31, 1995 CONDENSED CONSOLIDATED BALANCE
   SHEET RESULTING FROM THE CHANGE FROM CONSOLIDATION TO THE EQUITY METHOD OF
   ACCOUNTING FOR THE INVESTMENT IN VETI:


<S>                                         <C>        <C>
   Current assets                                      $ 439,673
   Investment in and advances to             
    affiliates                                          (654,853)      
   Property and equipment, net                           141,688
   Other assets                                            3,024
   Current liabilities                                  (389,240)
                                                       ---------
   Decrease in cash due to change in                   
    accounting for investment in VETI                  $(459,708)
                                                       =========
</TABLE>

                                       6
<PAGE>
 
                                  CASMYN CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements are unaudited;
however, in the opinion of management, such statements include all adjustments
(which are of a normal, recurring nature) necessary for a fair statement of the
results for the interim periods.  The financial statements included herein have
been prepared by Casmyn Corp. (the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures included herein are adequate to make the information not
misleading.

The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the Company's
consolidated financial statements filed as part of the Company's September 30,
1996 Form 10-K.  The Form 10-K should be read in conjunction with this quarterly
report.

Consolidated financial statements for the fiscal years ended prior to September
30, 1996 included the financial statements of Vector Environmental Technologies,
Inc. ("VETI") on a consolidated basis due to the Company having a voting
controlling interest in VETI and accounting for the acquisition of its
investment in VETI as a combination of entities under common control.  This
voting controlling interest arose through the provisions of the Preferred Shares
held by the Company, whereby each Preferred Share was entitled to the equivalent
of four (4) common share votes.  Effective September 30, 1996, the Company
converted these Preferred Shares into common shares and thereby relinquished its
voting control of VETI.  Therefore, as of September 30, 1996, the investment in
VETI has been recorded in the consolidated balance sheet using the equity method
of accounting and this method of accounting has been applied prospectively from
that date.  The consolidated statement of operations for the quarter ended
December 31, 1995 reflects an equity method presentation retroactive to the 
beginning of the period.

RECENTLY ISSUED ACCOUNTING STANDARDS - SFAS No. 123, Accounting for Awards of
Stock-Based Compensation, was issued by the FASB in October 1995, and
established financial accounting and reporting standards for stock-based
employee compensation plans and for transactions where equity securities are
issued for goods and services.  The Company adopted the provisions of SFAS No.
123 during the first quarter of the year ending September 30, 1997.  This
statement requires expanded disclosures of stock-based compensation arrangements
with employees and encourages (but does not require) compensation cost to be
measured based on the fair value of the equity instrument awarded.  Companies
are permitted, however, to continue to apply APB No. 25, Accounting for Stock
Issued to Employees, which recognizes compensation cost based upon the intrinsic
value of the equity instrument awarded.  The Company will continue to apply APB
Opinion No. 25 to its stock-based compensation awards to employees and will
disclose the required pro forma effect on net income and earnings per share.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

                                       7
<PAGE>
 
2.  INVESTMENT IN AND ADVANCES TO AFFILIATES

The Company's investment in and advances to affiliates at December 31, 1996 and
September 30, 1996 include the following:

<TABLE>
<CAPTION>
                        DECEMBER 31   SEPTEMBER 30
                        --------------------------
<S>                      <C>            <C> 
Investment in VETI       $  757,536     $1,034,604
Advances to VETI          2,414,248      1,712,421
Other                         7,558          1,006
                         -------------------------
Total                    $3,179,342     $2,748,031
                         =========================
</TABLE>

Summarized financial information of VETI for the three months ended December 31,
1996 and 1995 is as follows:

<TABLE>
<CAPTION>
                             1996         1995
                        --------------------------
<S>                      <C>            <C>
Sales                   $ 235,555       $  240,779
Net loss                 (843,168)        (917,073)
</TABLE>

3.  INVESTMENT IN NEWGOLD INCORPORATED

On May 7, 1996, the Company entered into a 50:50 joint venture with Newgold
Incorporated ("Newgold"), a public company based in Reno, Nevada, for the
development of the Relief Canyon Mine located in Pershing County, Nevada
("Relief Canyon").  The Company committed to contribute $1,398,000 for its 50%
interest in the venture.  As of September 30, 1996, the Company had contributed
approximately $775,000 toward its 50% interest in this venture and had recorded
the remaining $623,000 commitment as a payable to joint venture.  On October 7,
1996, the Company sold its interest back to Newgold for $900,000 cash, 1,000,000
restricted shares of Newgold common stock and a release from the remaining
$623,000 of its commitment. The Company recorded a gain of $126,000 on this
transaction. The Company has recorded its investment in the 1,000,000 restricted
common shares of Newgold received in the sale described above at a nominal value
of $1,000. These shares were assigned this nominal value based upon the fact
that Newgold shares are not widely traded at this time.

                                       8
<PAGE>
 
4.  SUMMARY OF STOCKHOLDERS' EQUITY TRANSACTIONS

During the three months ended December 31, 1996, the Company has recorded the
following activity in its stockholders' equity accounts:

<TABLE>
<CAPTION>
                                                                                                      Foreign
                                  Number of                      Additional                          Currency            Total
                                   Common           Common        Paid-in         Accumulated       Translation      Stockholders'
         Description               Shares           Stock         Capital           Deficit         Adjustment           Equity
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>            <C>              <C>                <C>              <C>
Balances September 30,
   1996                            12,512,133       $500,485      $25,735,368      $(12,389,109)     $ (653,803)        $13,192,941
Private placement of units            155,000          6,200        1,404,300                 -                -          1,410,500
Issuance of shares for
   consulting services                 25,000          1,000          225,561                 -                -            226,561
Deferred compensation                       -              -           74,042                 -                -             74,042
Exercise of stock options              60,500          2,420          195,920                 -                -            198,340
Foreign currency
   translation adjustment                   -              -                -                 -        (451,689)           (451,689)

Net loss                                    -              -                -        (1,606,535)                -        (1,606,535)

                             ------------------------------------------------------------------------------------------------------
Balances at December 31,
   1996                            12,752,633       $510,105      $27,635,191      $(13,995,644)    $(1,105,492)        $13,044,160
                             ======================================================================================================
</TABLE>

On November 8, 1996, the Company completed a private placement of 155,000 units 
for net proceeds of $1,410,500. Each unit consists of one share of the Company's
restricted common stock plus one warrant; two warrants plus $10.00 will entitle 
the holder to purchase one share of the Company's common stock. The warrants are
exercisable for a period of two years.

During the three months ended December 31, 1996, the Company issued 25,000 
restricted common shares to an investment banking company for services to be 
rendered during the current fiscal year.

5.  ZIMBABWE CREDIT FACILITY

On January 24, 1997, Casmyn Mining Zimbabwe (Private) Limited ("CMZ"), a wholly
owned subsidiary of the Company, obtained a $5,000,000 short term credit
facility which provides the company with the ability to draw down short term
loans to fund operating and capital expenditures. Loans under this facility can
be drawn down in minimum increments of $500,000 for up to 180 days but not past
the maturity date of the facility. All borrowings under the facility must be
repaid on or before one year from the date of the first funding. Interest on
borrowings under this facility is at LIBOR plus 2.25% per annum ("pa"); 1% pa
paid as a funding fee at the time of borrowings and LIBOR plus 1.25% pa paid at
maturity. In addition the Company paid a $50,000 arrangement fee and is required
to pay a quarterly commitment fee of 0.15% on the unused portion of the
facility. The facility also provides a refinancing fee of 0.5% of the
outstanding loan on the day prior to any refinancing if the lender is not a
party to the refinancing.

The facility is secured by pledge of substantially all of the assets of CMZ plus
the guarantee of the Company. In addition, CMZ is required to hedge a portion of
forward gold production through the lender if at any time the gold price 
offered by the Reserve Bank of Zimbabwe falls below $350 per ounce.

                                       9
<PAGE>
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The business activities of the Company center around mineral resource
development. The primary focus to date has been the acquisition and exploration
of precious mineral resource properties in Zimbabwe, Zambia and South Africa.
The Company has acquired certain mineral properties in South Africa, a
prospecting license in Zambia and is presently conducting mining operations at
the Zimbabwe mining properties. In addition, the Company has positioned itself
in the environmental industry through an equity investment in VETI which is
focused primarily on the development, manufacture, sales and management of water
treatment equipment and facilities.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 1996 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 1995

Revenues for the three months ended December 31, 1996 were $622,506 representing
sales of approximately 1,713 ounces of gold produced in Zimbabwe.  There were no
gold sales in the three months ended December 31, 1995 as the acquisition of the
Zimbabwe mines did not occur until January 31, 1996.  The Company completed the
first phase of a major capital improvement program in the current quarter.
Prior to completion of this phase, the mines operated on a limited basis.  As a
result of this commissioning process, gold production was delayed to activate
"state of the art" production circuits so as to provide sustainable production
capacities.  Due to these low gold production levels, fixed and variable mineral
operations expenses of $816,846 exceeded revenues from gold sales by $194,340.

Total costs and expenses excluding the $816,846 related to gold production were
$1,288,383 for the three months ended December 31, 1996, compared to $840,117
for the three months ended December 31, 1995, an increase of $448,266.

General and administrative expenses were $567,971 for the three months ended
December 31, 1996 compared to $359,867 for the three months ended December 31,
1995, an increase of $208,104. Compensation and benefits increased $75,067 due
to expanded operations, primarily in Zimbabwe. Travel expenses increased $30,893
in the three months ended December 31, 1996 compared to the three months ended
December 31, 1995 due mainly to increased travel between Zimbabwe, Zambia and
South Africa related to the Company's operations in those countries. In
addition, the Company incurred travel expenses in the three months ended
December 31, 1996 related to conducting a tour of the Zimbabwe mining operations
for a group of twelve mining analysts to conduct due diligence for the
preparation of independent research reports. Professional services and other
general and administrative expenses increased $102,144 for the three months
ended December 31, 1996 compared to the three months ended December 31, 1995 due
to expansion of the Company's worldwide operations, primarily in Zimbabwe.

Compensatory stock option expense decreased $124,808 for the three months ended
December 31, 1996 compared to the three months ended December 31, 1995 due to
the vesting of fewer compensatory stock options in the three months ended
December 31, 1996.

                                       10
<PAGE>
 
Mineral exploration expenses were $418,975 for the three months ended December
31, 1996 compared to $206,492 for the three months ended December 31, 1995, an
increase of $212,483.  This increase is due to the Company's mineral exploration
program that is presently under way at the Luswishi Property located in the
Zambian Copperbelt.  

Merger and acquisition related expenses increased $50,490 in the three months
ended December 31, 1996 to $113,822 due to the Company's interest in developing
new business opportunities around the world.

Total other expense, net was $(123,812) for the three months ended December 31,
1996, compared to $(376,580) for the three months ended December 31, 1995, a
decrease of $252,768. This decrease was due to a reduction in the equity in the
net loss of VETI of $141,342, a gain on the sale of the Company's interest in a
mining joint venture of $126,000 (see Note 3 to the Condensed Consolidated
Financial Statements) and an increase in other income of $8,807, offset by a
decrease in net interest income of $23,381.

The Company anticipates that, in the short term, expenditures related to
upgrading the mining properties in Zimbabwe will exceed revenues derived from
the sale of gold from the mines.  Additionally, the Company anticipates that
expense levels experienced in the three months ended December 31, 1996 relating
to active exploration programs in various countries will continue for the
foreseeable future.  The Company charges to expense all mineral resource
exploration and development costs until the mineral property to which they
relate is determined to have resources for which recovery is economically
feasible.  Costs are then capitalized until the mineral property to which they
relate is placed into production, sold, abandoned or written down where there is
an impairment in value.  Capitalized costs are to be charged to future
operations on a unit-of-production basis.

CAPITAL RESOURCES AND LIQUIDITY

At December 31, 1996, the Company had negative working capital of $992,093,
including $799,543 in cash and cash equivalents.  Management anticipates that
the net use of cash by operations will increase during the foreseeable future
due to expenditures on mineral resource development projects in South Africa,
mineral exploration and facility upgrades at the Zimbabwe mining properties and
a mineral exploration program currently underway in Zambia.  The Company will
use current cash and cash equivalents to fund the on-going projects in the short
term and anticipates that it will be able to secure additional debt and/or
equity financing to fund longer term projects although there can be no assurance
that any such financing will be secured or the amounts thereof. 

As evidence of the Company's ability to secure debt or equity financing, on July
19, 1995 the Company placed a $5,000,000, 2.5%, unsecured Convertible Debenture,
due July 31, 2000, ("Debenture") with Societe Generale, Paris, France ("Holder")
for net proceeds of $4,700,000. Interest is payable semi-annually commencing
January 31, 1996, which, at the election of the Company, may be paid through the
issuance of shares of common stock of the Company. During the fiscal year ended
September 30, 1995, the Company completed private placements of 405,000 Common
Shares and 714,286 units for total net proceeds of $7,002,859. Additionally, in
the year ended September 30, 1996, the Company received $12,975,683, net of
commissions and other expenses related to the transactions, through issuance of
1,159,091 units, consisting of warrants and shares of restricted common stock in
exempt private transactions. On November 8, 1996, the Company completed a
private placement of 155,000 units for net proceeds of $1,410,500. Each unit
consists of one
                                       11
<PAGE>
 
share of the Company's restricted common stock plus one warrant; two warrants
plus $10.00 will entitle the holder to purchase one share of the Company's
common stock. The warrants are exercisable for a period of two years.

On January 24, 1997, Casmyn Mining Zimbabwe (Private) Limited ("CMZ"), a wholly
owned subsidiary of the Company, obtained a $5,000,000 short term credit
facility which provides the Company with the ability to draw down short term
loans to fund operating and capital expenditures. Loans under this facility can
be drawn down in minimum increments of $500,000 for up to 180 days but not past
the maturity date of the facility. All borrowings under the facility must be
repaid on or before one year from the date of the first funding. Interest on
borrowings under this facility is at LIBOR plus 2.25% per annum ("pa"); 1% pa
paid as a funding fee at the time of borrowings and LIBOR plus 1.25% pa paid at
maturity. In addition the Company paid a $50,000 arrangement fee and is required
to pay a quarterly commitment fee of 0.15% on the unused portion of the
facility. The facility also provides a refinancing fee of 0.5% of the
outstanding loan on the day prior to any refinancing if the lender is not a
party to the refinancing.

The facility is secured by a pledge of substantially all of the assets of CMZ
plus the guarantee of the Company.  In addition, CMZ is required to hedge a
portion of forward gold production through the lender if at any time the gold
price offered by the Reserve Bank of Zimbabwe falls below $350 per ounce.

Net Cash Used in Operating Activities. Net cash used in operating activities was
$1,884,899 for the three months ended December 31, 1996 due to net loss (before
depreciation and other non-cash items) of $1,196,212 which was due primarily to
the increased expenses related to the Zimbabwe mining operations and increased
compensation and benefits; net cash used in operations of $779,025 from
increases in accounts receivable, inventory, prepaid expenses and other assets,
and decreases in accrued liabilities; and net cash provided by operations of
$90,338 due to increases in accounts payable and decreases in amounts due from
related parties. Net cash used in operating activities was $970,968 for the
three months ended December 31, 1995 due to net loss (before depreciation and
other non-cash items) of $572,861; net cash used in operations of $576,425, from
increases in accounts receivable, prepaid expenses and other assets, and
increases in amounts due from related parties; and net cash provided by
operating activities of $178,318 due to increases in accounts payable and
accrued liabilities.

Net Cash Used in Investing Activities. Net cash used in investing activities was
$2,489,153 for the three months ended December 31, 1996 due to the purchase of
property and equipment of $2,685,732, primarily at the Zimbabwe mining
properties, advances to affiliates of $708,379 and net cash
provided by investing activities of $904,958, primarily from the sale of the
Company's investment in a mining joint venture (see Note 3 to the Condensed
Consolidated Financial Statements). Net cash used in investing activities was
$2,812,380 for the three months ended December 31, 1995 due to investments in
and advances to affiliates of $2,095,956, purchases of property and equipment of
$334,261, a decrease in cash of $459,708 due to a change in accounting for the
Company's investment in VETI, and net cash provided of $77,545 due to decreases
in long-term deposits.

Net Cash Provided by Financing Activities. Net cash provided by financing
activities was $1,579,090 for the three months ended December 31, 1996 due to
the Company receiving $1,410,500 from the proceeds, net of costs, from a private
placement of units and $198,340 from the exercise of stock options, offset by
the repayment of long-term debt of $29,750. Net cash provided by financing
activities was $4,651,242 for the three months ended December 31, 1995 due to 
the receipt of

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$4,750,002 from the collection of subscriptions receivable from the issuance of
common stock, offset by repayment of long-term debt of $98,760.

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PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.  Exhibits

    10.1  $5,000,000 Short Term finance facility with Barclays Bank of Zimbabwe
Limited

    27    Financial Data Schedule

B.  Forms 8-K
 
          1.  The Company filed an 8-K on October 1, 1996, reporting that on
August 30, 1996, at the direction of the holders, the Company converted
2,707,000 preferred shares of the Company into 2,707,000 common shares of the
Company pursuant to the terms of the preferred stock agreement.

          2.  The Company filed an 8-K on October 15, 1996, reporting that on
September 30, 1996, the Company reacquired 606,061 shares of its restricted
common stock and returned 5,680,514 shares of WestAmerica Corporation
("WestAmerica") restricted common stock, thereby undoing the transaction entered
into May 24, 1996.

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 hereunto duly authorized.

                               Casmyn Corp.



                                     /s/ Dennis E. Welling
February 13, 1997              By _____________________________
                                  Dennis E. Welling, Controller

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