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Annual Results

27 Mar 2014 07:00

RNS Number : 2753D
EMED Mining Public Limited
27 March 2014
 



 

 

27 MARCH 2014

 

 

FINAL RESULTS FOR 12 MONTHS ENDED 31 DECEMBER 2013

 

 

EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its audited results for the year ended 31 December 2013.

 

The full audited report (as required by Toronto Stock Exchange), including consolidated Financial Statements and the Management Discussion and Analysis relating to the Company, which appear below, are also available under the Company's profile on SEDAR at www.sedar.comand on the Company's website at www.emed-mining.com.

 

 

Key Highlights for 2013 

 

Spain - Rio Tinto copper project (RPT)

o In April 2013 the Andalusian Government's Department of Industry formally notified the Company of the remaining conditions necessary for the transfer on mineral rights and the granting of Administrative Standing. These conditions required a report from the Government's independent technical agency - CEDEX, on the viability of the Project taking into account a proposed new tailings management system.

o The CEDEX Report supporting the new tailings management system was received in July 2013. The Report included the formal issuance of an "independent opinion of viability" by the Government's independent technical expert CEDEX.

o The Company completed and lodged the reports requested by the Andalusian Government's Departments of Industry and Environment reflecting proposed changes to the Tailings Management System. These changes were the subject of a thirty day public viewing in September/October 2013.

o Post period end, in January 2014, the Department of Environment (CAPMA) issued the Environmental Compatibility Report of the PRT, addressed to the Department of Industry, indicating that the Project is compatible with applicable environmental legislation.

o In February 2014, CAPMA issued the corresponding DICTAMEN AMBIENTAL, which is the preliminary step towards the final resolution on the Unified Environmental Authorisation ("AAU") and opened another public viewing period, which closed on 17 March 2014.

o CAPMA is currently studying the allegations presented and is drafting the definite resolution on the AAU, which is anticipated to be received in the coming weeks.

o The Department of Industry is now waiting for the AAU to be issued by CAPMA. The issuance of the AAU will then clear the way for the grant of Administrative Standing which will allow the Project to move forward.

 

Spain - Other projects

o The Andalusian Government completed the public comment period for the "Class B Resources" - the recycling of precious-metal rich tailings via the Company's joint venture with local investment group Rumbo.

o EMED acquired the Aguilas Two Exploration Licence located 8 kilometres from the PRT. Combined with the Company's other ancillary local mineral concessions, this reinforces the Company's 100%-ownership of the tenements for the PRT and surrounding district.

 

Slovakia - Detva Gold Project

o Following a successful and cost-effective exploration programme which led to the gold discovery at Biely Vrch, Central Slovakia, in late 2006, the Ministry of Economy in 2010 officially recognised the national significance of this discovery by declaring it a protected deposit area and in early 2011, EMED Slovakia submitted an application for the designation of a Mining Lease Area ("MLA") over the Biely Vrch Gold Deposit. The Company has since been requested to submit further documentation, including a full Environmental Impact Assessment. Given that these requirements are beyond the lawful procedures of the legislation in force, the Company is reviewing its options. The permitting process has now been suspended and activity in Slovakia has been reduced to essentially an administrative level pending resolution of these matters.

Corporate

o On 12 July 2013, the Company issued Convertible Notes in the amount of £9,582,000, of which £7,026,800 was subscribed by XGC and £2,555,200 was subscribed by Orion.

o On 12 August 2013, Mr Jasper Bertisen resigned as a Director of the Company.

o On 19 September 2013, Mr Harry Anagnostaras-Adams resigned as Managing Director and CEO of the Company and Mr Rodney Halliday was appointed as interim Managing Director and CEO of the Company. On the same day, Dr Jose Sierra Lopez, non-executive Director of EMED, was appointed as the Chairman of EMED Tartessus.

o On 17 December 2013, the Company raised £5.5 million (before expenses) by way of a private placement of 68,750,000 new ordinary shares of 0.25 pence each at an issue price of 8 pence each.

o The Company is taking steps towards the dissolution of non-strategic subsidiaries in Georgia and Greece.

o The Company replaced the proposed copper pre-sale funding arrangement to pursue a more traditional project financing arrangement with a consortium of banks to provide finance of up to $200 million. Such finance will be subject to finalisation of definitive documentation, receipt of all permitting for the Rio Tinto Copper Project and the usual lender due diligence, among other things.

 

Post Period Events, other than any forementioned:

o Administrative procedures for the additional ancillary permits, such as plant inspections to check all existing plant and equipment to ensure compliance for certification purposes with safety and other standards, have commenced. The Company has put in place the required civil liability insurance policy for the tailings facility;

o On 20 March 2014, following changes to the board of directors took place:

- Mr Isaac Querub was appointed as Managing Director and CEO of the Company and Vice President of EMED Tartessus

- Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED with effect from 14 April 2014.

- Messrs Rodney Halliday and John Leach resigned as interim Managing Director/CEO and Executive Director of the Company respectively. Mr Leach continues as the Company's Chief Financial Officer.

 

 

Enquiries:

 

EMED Mining Ronnie Beevor +61 409326184

RFC Ambrian Stuart Laing +61 8 9480 2500

Fox-Davies Capital Simon Leathers +44 203 463 5022

Bishopsgate Communications Nick Rome +44 207 107 1890

Proconsul Capital Andreas Curkovic +1 416 577 9927

 

 

 

 

 

 

 

Report of the board of directors

For the year ended 31 December 2013

 

(All amounts in Euro thousands unless otherwise stated)

 

 

 

The board of directors presents its report for EMED Mining Public Limited ("EMED Mining" and or the "Company") and its subsidiaries ("EMED" and or the "Group") together with the consolidated financial statements of the Group for the year ended 31 December 2013.

Incorporation and principal activity

EMED Mining was incorporated in Cyprus on 17 September 2004 and is a limited liability company under the Companies Law of Cyprus, Cap. 113. The Company was listed on the Alternative Investment Market ("AIM") of the London Stock Exchange in May 2005 and on the Toronto Stock Exchange ("TSX") in December 2010.

The principal activity of the Group is to explore for and develop natural resources, with a focus on base and precious metals in certain belts of mineralization spanning Europe, the Middle East and Central Asia.

EMED Mining is led by international mining industry specialists and has a strong commitment to the responsible development of metal production operations in Europe, with an initial focus on copper and gold.

Review of operations

During the past twelve months EMED has continued to focus on the restart of the mines at the Rio Tinto Copper Project in Spain.

Rio Tinto Copper Project

At Rio Tinto, EMED's primary effort has been on planning and permitting the restart of the Cerro Colorado open pit copper mine and existing processing plant at the Rio Tinto Copper Project ("PRT").

Capital and Operating Cost Estimates

An updated NI 43-101 Independent Technical Report was published in February 2013, reporting that capital and operating cost estimates were consistent with recent guidance published by the Company. These estimates now form the basis for detailed finance planning with principal financiers.

Permitting

In April 2013 the Andalusian Government's Department of Industry formally notified the Company of the remaining conditions necessary for the transfer on mineral rights and the granting of Administrative Standing. These conditions required a report from the Government's independent technical agency - CEDEX, on the viability of the Project taking into account a proposed new tailings management system. The CEDEX Report supporting the new tailings management system was received in July 2013. The Report included the formal issuance of an "independent opinion of viability" by the Government's independent technical expert CEDEX. 

The Company completed and lodged the reports requested by the Andalusian Government's Departments of Industry and Environment reflecting proposed changes to the Tailings Management System. These changes were the subject of a thirty day public viewing in September/October 2013.

In January 2014, the Department of Environment (CAPMA) issued the Environmental Compatibility Report of the PRT, addressed to the Department of Industry, indicating that the Project is compatible with applicable environmental legislation. In February 2014, CAPMA issued the corresponding DICTAMEN AMBIENTAL, which is the preliminary step towards the final resolution on the Unified Environmental Authorisation ("AAU") and opened another public viewing period, which closed on 17 March2014. CAPMA is currently studying the allegations presented and is drafting the definite resolution on the AAU, which is anticipated to be received in the coming weeks.

The Department of Industry is now waiting for the AAU to be issued by CAPMA . The issuance of the AAU will then clear the way for the grant of Administrative Standing which will allow the Project to move forward.

For the year ended 31 December 2013 Administrative procedures for the additional ancillary permits, such as plant inspections to check all existing plant and equipment to ensure compliance for certification purposes with safety and other standards, have commenced. The Company has put in place the required civil liability insurance policy for the tailings facility.

 

 Other Rio Tinto Projects

The Company has put in place the required civil liability insurance policy for the tailings facility. The Andalusian Government completed the public comment period for the "Class B Resources" - the recycling of precious-metal rich tailings via the Company's joint venture with local investment group Rumbo 5-Cero S.L.("Rumbo"). In regards to exploration potential, the Company reported its successful application for the Aguilas Two Exploration Licence located 8 kilometres from the PRT. Combined with the Company's other ancillary local mineral concessions, this reinforces the Company's 100%-ownership of the tenements for the PRT and surrounding district.

Project Finance

The Company replaced the proposed copper pre-sale funding arrangement to pursue a more traditional project financing arrangement with a consortium of banks to provide finance of up to $200 million. Such finance will be subject to finalisation of definitive documentation, receipt of all permitting for the Rio Tinto Copper Project and the usual lender due diligence, among other things.

Corporate

On 12 July 2013, the Company issued Convertible Notes (the "Notes") in the amount of £9,582,000 of which £7,026,800 was subscribed by Yanggu Xiangguang Copper Co. Ltd ("XGC") and £2,555,200 was subscribed by Orion Resource Partners ("Orion") (formerly RK Mine Finance (Master) Fund II LP ("Red Kite")). The Notes have a term of 18 months to 12 January 2015 (the "Maturity Date") and can be repaid at the election of the Note holder or converted into new ordinary shares of 0.25 pence each in the Company ("Ordinary Shares") at a conversion price of 9 pence per share (the "Conversion Price"). The Notes carry a coupon of 9% per annum in the first 12 months and 11% thereafter.

All outstanding principal and accrued interest of the Notes will automatically convert into new Ordinary Shares at the Conversion Price at the time the Company (or any of its subsidiaries) makes its first drawdown (the "Drawdown Date") from the facility to be made available by senior financial institutions for the restart of operations at the Company's Rio Tinto Copper Project in Andalucía, Spain. If the Notes have not already been converted at 9p and on the Drawdown Date, the volume weighted average price of the Ordinary Shares on AIM over the period of 20 consecutive trading days immediately prior to the Drawdown Date (the "Market Price") is less than the Conversion Price, the Conversion Price will be the Market Price. The Notes are also convertible into Ordinary Shares or redeemable prior to the Maturity Date in other limited circumstances, including a change of control of the Company.

EMED may elect to redeem for cash the principal and accrued interest of the Notes at any time between 12 July 2014 (first anniversary of the date of issue) and the first to occur of the Drawdown Date or Maturity Date upon giving the holders of the Notes not less than 15 business days' notice. A Note holder may choose to convert their Notes into Ordinary Shares rather than have them redeemed but if they do so it will be at a price of 9 pence per share and is not conditional on the Drawdown Date occurring. The Notes benefit from security interests granted by EMED Mining over the share capital of EMED Holdings (UK) Limited and EMED Marketing Limited as well as certain intra-group debts owing to EMED Mining. In addition, EMED Mining and certain of its subsidiaries have undertaken not to further encumber their assets or share capital, save in certain circumstances, including in connection with the proposed senior debt facility required in order to restart operations at the Rio Tinto Copper Project. The Notes are subject to certain standard events of default following which Note holders may elect to immediately redeem their Notes and accrued interest. Assuming that the Notes convert in full at the conversion price (including the conversion of 18 months' accrued interest) the Note Holders would receive 122,865,679 shares.

On 12 August 2013, Mr Jasper Bertisen resigned as director of the Company. On 19 September 2013, Mr Harry Anagnostaras-Adams resigned as Managing Director and CEO of the Company and Mr Rodney Halliday was appointed as interim Managing Director and CEO of the Company. On the same day, Dr Jose Sierra Lopez, non-executive Director of EMED, was appointed as the Chairman of EMED Tartessus.

On 23 December 2013, the Company raised £5.5 million (€6.6 million) by way of a private placement of 68,750,000 new ordinary shares of 0.25 pence each at an issue price of 8 pence each.

 

On 20 March 2014, Mr Isaac Querub was appointed as Managing Director and CEO of the Company and Vice President of EMED Tartessus. In addition, Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED with effect from 14 April 2014.

On the same day, Messrs Rodney Halliday and John Leach resigned as interim Managing Director/CEO and Executive Director of the Company respectively. On the same day, Mr Isaac Querub was appointed as Managing Director and CEO of the Company. Mr Leach continues as the Company's Chief Financial Officer.

Detva Gold Project

Following a successful and cost-effective exploration program which led to the gold discovery at Biely Vrch, Central Slovakia, in late 2006, the Ministry of Economy in 2010 officially recognised the national significance of this discovery by declaring it a protected deposit area and in early 2011, EMED Slovakia submitted an application for the designation of a Mining Lease Area ("MLA") over the Biely Vrch Gold Deposit. The Company has since been requested to submit further documentation, including a full Environmental Impact Assessment. Given that these requirements are beyond the lawful procedures of the legislation in force, the Company is reviewing its options. The permitting process has now been suspended and activity in Slovakia has been reduced to essentially an administrative level pending resolution of these matters.

Cyprus

The permits the Company holds in Cyprus represent an advanced grass roots exploration opportunity and we have established good exploration targets, a comprehensive data base and good governmental/community relationships. We continue to hold the relevant tenements and are looking for appropriate joint venture partners to take the project to the next stage.

Results

As at 31 December 2013, the Group had cash of €8.6 million (2012: €7.6 million), receivables of €0.7 million (2012: €4.3 million) and listed shares that had a market value of €1.4 million (2012: €2.9 million). During 2013, the Group incurred a loss of €18.9 million (2012: €11.5 million), of which exploration and care and maintenance expenses were €4.2 million (2012: €6.8 million) and administration expenses were €5.5 million (2012: €4.5 million). The tax charge of €6.4 million was principally a result of the derecognition of the deferred tax asset on 31 December 2013 (2012: credit €0.5 million) with finance costs increasing from €0.5 million in 2012 to €2.5 million in 2013.

EMED Mining continues to take a conservative approach in its accounting policy towards exploration expenditure. All such expenditures are written off when incurred pending a decision by the Company to commence project development. Expenditure considered to be development costs are being capitalised to the Rio Tinto Copper Project.

The net loss for the year is summarised as follows:

2013

2012

Exploration expenses

581

1,201

Care and maintenance expenses

3,641

5,638

Share-based benefits

123

151

Other operating expenses

5,373

4,358

Other income

(123)

(126)

Net foreign exchange loss

396

172

Net finance costs

2,460

488

Share of results of associates

58

136

Loss before income tax

12,509

12,018

Tax

(629)

(543)

Deferred tax derecognition

7,041

-

Loss for the year

18,921

11,475

The Group's full results for the year are set out on page 15.

 

 

The increase in assets during 2013 is mainly due to an increase in property, plant and equipment of €3.7 million (2012: €21.1 million) and an increase in intangible assets of €3.0 million (2012: €3.4 million) at the Rio Tinto Copper Project. The increase in property, plant and equipment is primarily due to the professional services and other development costs necessary to renew the mining installations in readiness for the start up. The increase in intangible assets is the result of work completed by technical and other consultants to develop the necessary technical evaluation and plans for operational and environmental requirements, including the project restart, tailings dams and water management.

Share capital

Details on authorized and issued share capital are disclosed in Note 20 of the consolidated financial statements. At31 December 2013, EMED Mining had a total of 1,255 million shares on issue (1,296 million shares fully-diluted).

Future developments

The Group's key near-term priority is to safely and efficiently start copper production at the Rio Tinto Copper Project, initially focusing on the Cerro Colorado Open Pit Mine. Preliminary research also indicates the potential to rapidly expand mineral resources and ore reserves at the Cerro Colorado Open Pit Mine and to report mineral resources at the adjacent underground mines. In addition, a feasibility study will commence in respect of the potential to recover a significant amount of precious metals in the tailings deposit.

Board of directors

The names and particulars of the qualifications and experience of each director are set out below. All directors held office from the start of the financial year to the date of this report, except Mr Bertisen, Mr Anagnostaras-Adams and Mr John Leach who resigned from the board on 13 August 2013, 19 September 2013 and 20 March 2014 respectively. Mr Rodney Halliday was appointed as interim Managing Director and CEO of the Company on 19 September 2013 and resigned both positions on 20 March 2014. Mr Isaac Querub was appointed as Managing Director and CEO of the Company and Vice President of EMED Tartessus on 20 March 2014. In addition, Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED with effect from 14 April 2014. In accordance with the Company's Articles of Association, one third of the board of directors must resign each year. All the directors will retire at the AGM and offer themselves for re-election.

Ronald (Ronnie) Beevor, BA (Hons)

Non-Executive Chairman, British and Australian citizen based in Australia.

Mr Beevor serves as the chairman of the board. He is chairman of the Corporate Governance, Nominating and Compensation Committee and a member of the Audit and Financial Risk Committee.

Mr Beevor is an investment banker with extensive involvement in the natural resources industry globally. He was head of investment banking at NM Rothschild & Sons (Australia) Limited between 1997 and 2002 and is currently a senior advisor to Standard Chartered Gryphon Partners. He is also chairman of Bannerman Resources Limited and a director of Bullabulling Gold Limited, Riversdale Resources Limited, Unity Mining Limited and Wolf Minerals Limited. Mr Beevor has an honours degree in Philosophy, Politics and Economics from Oxford University and qualified as a Chartered Accountant in London in 1972.

Isaac Querub, CAFAIM, FAICD

Managing Director and CEO for EMED, Vice President of EMED Tartessus, Spanish citizen based in Spain

Mr. Querub has previously run a number of successful businesses in Spain, including being the Managing Director of Glencore Spain from 1990 to 2003. Mr Querub is currently also a director or partner of Incogas SA and Moka Consulting SA.

He is a graduate from Instituto Católico de Administración y Dirección de Empresas (ICADE)/Universidad Pontificia de Comillas, Madrid, with a Bachelor's degree in Business Administration, and a Master's degree in Law, 1980.

Alberto Lavandeira (with effect from 14 April 2014)

Executive Director and Chief Operating Officer for EMED Mining, Managing Director and CEO of EMED Tartessus, Spanish citizen based in Spain

Mr. Lavandeira brings to EMED Mining experience of over 35 years operating and developing mining projects. As a Director of Samref Overseas S.A from 2007 to early 2014, he represented the one of the shareholder's interests in the JV that developed the world-class Mutanda Copper-Cobalt Mine in the Democratic Republic of Congo. From 1995 to 2007, he worked for Rio Narcea Gold Mines starting as COO and later working as President and CEO and Director. During this period, RNG built three projects from exploration stages to production. Prior to that, Mr Lavandeira worked in different positions within Spanish mining subsidiaries of Rio Tinto, Anglo American and Cominco.

He is a graduate of the University of Oviedo, Spain with a degree in Mining Engineering.

Roger Davey, ACSM, MSc., C.Eng., Eur.Ing., MIMMM.

Non-Executive Director, British citizen based in the UK.

Mr Davey serves as a non-executive director of the Company. Mr Davey is also chairman of the Physical Risk Committee and is a member of the Audit and Financial Risk Committee.

Mr Davey has over thirty years' experience in the mining industry. Previous employment included assistant director and senior mining engineer at NM Rothschild & Sons; director, vice-president and general manager of AngloGold's subsidiaries in Argentina; operations director of Greenwich Resources Plc, London; production manager for Blue Circle Industries in Chile; and various production roles from graduate trainee to mine manager, in Gold Fields of South Africa (1971 to 1978). Mr Davey is a director of Orosur Mining Inc. Alexander Mining Plc, Condor Gold Plc and Master Drilling Group Limited.

Mr Davey is a graduate of the Camborne School of Mines, England (1970), with a Master of Science degree in Mineral Production Management from Imperial College, London University, (1979) and a Master of Science degree from Bournemouth University (1994). He is a Chartered Engineer (C.Eng.), a European Engineer (Eur. Ing.) and a Member of the Institute of Materials, Minerals and Mining (MIMMM).

Robert Francis, BASc. (MechEng), CA.

Non-Executive Director, Canadian citizen based in Canada.

Mr Francis is a retired senior partner of the Toronto office of Deloitte & Touche LLP, having enjoyed an extensive career in public accounting in Canada, 30 years as a partner. Mr Francis led the Deloitte & Touche Resource Sector Mining Group practice providing a complete range of service to the metals/mining sector.

Mr Francis is a non-executive director of TSX and JSE listed Forbes & Manhattan Coal Corp and a director of the William Osler Health Services Foundation and was previously a director of Volta Resources Inc. and Augen Gold Corp.

Mr Francis holds a Bachelor's degree in Mechanical Engineering and is a Chartered Professional Accountant, member of the Chartered Professional Accountants Canada. He is also a graduate of the Institute of Corporate Directors program.

Harry Liu, BSc. Economics

Non-Executive Director, Chinese citizen based in China.

Mr Liu is a vice president of Yanggu Xiangguang Copper Co. Ltd ("XGC"), one of the world's largest copper smelting, refining and processing groups located in the Shandong province of China. XGC is a significant shareholder in EMED Mining.

Mr Liu has held a number of senior management and marketing positions in the mineral and financial industries in Shanghai and Hong Kong, including roles as marketing manager at BHP Billiton Marketing AG and Director at BNP Paribas Asia. Mr Liu graduated with a Bachelor´s Degree in Economics from Zhejiang University in Zhejiang Province, China. Mr Liu has no other directorships.

Dr. Jose Nicolas Sierra Lopez, Ph.D., D.I.C., MBA.

Non-Executive Director, Non-Executive Chairman of EMED Tartessus, Spanish citizen based in Spain.

Dr. Sierra brings to the Company extensive experience as a mining and energy leader in the business and government sectors. His experience includes being Spain's national Director General of Mines and Construction Industries and EU Director for Fossil Fuels for the European Commission. Most recently he was Commissioner at the National Energy Commission of Spain and Deputy Independent Member of the SEMC (Single Electricity Market Committee of the Island of Ireland). He was member of the Board of TIGF (Transport et Infrastructures Gaz France).

Dr. Sierra holds a Ph.D. in Mining Engineering from the University of Madrid. He is an elected member of the Royal Academy of Doctors of Spain.

Ashwath Mehra, BSc. (Econ)

Non-Executive Director, British citizen based in Switzerland.

Mr Mehra is the chief executive officer of Astor Management AG ("Astor"). Astor is a holding company in the natural resources sector. Mr Mehra has worked in the minerals industry for 28 years, starting his career with Philipp Brothers (now Phibro LLC) after which he spent 10 years with Glencore International AG, where he was a senior partner and ran the Nickel and Cobalt Divisions. He has substantial experience in projects and project finance and has worked on equity and bond issues.

Mr Mehra holds a Bachelor's degree in Economics and Philosophy from the London School of Economics and Political Science. Mr Mehra is a director of publicly listed Northern Iron Limited and Fancamp Exploration Limited.

Directors' interests

The interests of the Directors and their immediate families, (all of which are beneficial unless otherwise stated) and of persons connected with them, in Ordinary Shares, as at the date of this report are as follows:

2013

2012

 

Name

Number of existing ordinary shares 000

Percentage of issued share capital

Number of existing ordinary shares 000

Percentage of issued share capital

R. Beevor

8,400*

0.7%

7,400*

0.6%

R. Davey

-

-

-

-

R. Francis

69*

-

69*

-

H. Liu (1)

137,626**

11.0%

137,626**

11.7%

J. S. Lopez

-

-

-

-

A. Mehra (2)

31,540**

2.5%

31,540**

2.7%

* Personal shareholding / ** Shares held by the companies the directors represent

(1) Yanggu Xiangguang Copper Co. Ltd

(2) Astor Management AG

The Directors to whom options over Ordinary Shares have been granted and the number of Ordinary Shares subject to such Options as at the date of this report are as follows:

Exercise price

R Beevor000

i Querub 000

R Davey 000

J S Lopez 000

Grant date

Expiration date

R Francis 000

A Mehra 000

22 Apr 2010

21 Apr 2014

13.4p

-

-

500

-

-

-

20 Dec 2010

19 Dec 2014

12.0p

800

-

400

-

-

400

01 Oct 2011

30 Sep 2016

9.0p

-

-

-

-

1,000

-

01 Dec 2011

30 Nov 2016

9.0p

-

-

-

1,000

-

-

28 Dec 2011

27 Dec 2016

10.0p

800

-

400

-

-

400

20 Mar 2014

19 Mar 2019

12.0p

-

6,000

-

-

-

-

1,600

6,000

1,300

1,000

1,000

800

 

Options, except those noted below, expire between four and six years after grant date and are exercisable at the exercise price in whole or in part up to one third in the first year from the grant date, two thirds in the second year from the grant date and the balance thereafter.

On 25 January 2010, 600,000 options were issued to Mr R. Beevor (Chairman) and 367,000 to Mr A. Mehra, Non-Executive Director. These options are exercisable at 13.4p and expire four years after the date of issue.

On 22 April 2010, 500,000 options were issued to Mr R. Davey, a Non-Executive Director. These options are exercisable at 13.4p and expire four years after the date of issue.

On 20 December 2010, 800,000 options were issued to Mr R. Beevor (Chairman) and 400,000 each to Messrs A. Mehra and R. Davey, Non-Executive Directors. These options are exercisable at 12p and expire four years after the date of issue.

On 1 October 2011, 1 million options were issued to Dr. J. S. Lopez, a Non-Executive Director. These options are exercisable at 9p and expire five years after the date of issue.

On 1 December 2011, 1 million options were issued to Mr R. Francis, a Non-Executive Director. These options are exercisable at 9p and expire five years after the date of issue.

On 28 December 2011, 800,000 options were issued to Mr R. Beevor (Chairman) and 400,000 each to Messrs A. Mehra and R. Davey, Non-Executive Directors. These options are exercisable at 10p, expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.

On 17 March 2014, 6,000,000 options were issued to Mr I. Querub (Managing Director). These options are exercisable at 12p, expire 5 years after the date of issue and vest in three equal instalments from the date of grant.

Directors' emoluments

In compliance with the disclosure requirements of the listing requirements of AIM and TSX, the aggregate remuneration paid to the directors and executive officers of EMED Mining for the year ended 31 December 2013 is set out below.

31 December 2013

Shortterm benefits

Other

Share based payments

Salary & fees

Compensation

Incentive options

Total

Executive Directors

R. Halliday

222

45

-

267

H. Anagnostaras-Adams

195

576(1)

18

789

J. Leach

200

43

9

252

Non-Executive Directors

R. Beevor

71

-

7

78

J. Bertisen

18

-

-

18

R. Davey

35

-

3

38

R. Francis

35

-

-

35

H. Liu

35

-

-

35

J. Sierra Lopez

35

-

-

35

A. Mehra

35

-

3

38

881

664

40

1,585

(1) Mr Anagnostaras-Adams retired during the year and this was, in the main, his contractual entitlement upon his resignation.

 

31 December 2012

Shortterm benefits

Other(2)

Share based payments

Salary & fees

Compensation

Incentive options

Total

Executive Directors

H. Anagnostaras-Adams

270

199

18

487

J. Leach

200

126

9

335

Non-Executive Directors

R. Beevor

70

-

7

77

J. Bertisen

37

-

-

37

R. Davey

37

-

4

41

R. Francis

37

-

-

37

H. Liu

9

-

-

9

J. Sierra Lopez

37

-

-

37

A. Mehra

37

-

4

41

734

325

42

1,101

(2)Other component for the year ended 31 December 2012 includes short term incentive payments in respect of 2011.

Shareholders holding more than 3% of share capital

The Shareholders holding more than 3% of the share capital of the Company as at 31 December 2013 were:

Name

Number of existing

shares 000's

Percentage of issued share capital

Resource Capital Funds

167,022

13.3%

Yanggu Xiangguang Copper Co. Ltd ("XGC")

137,626

11.0%

RBC Dexia IS Global Securities

98,111

7.8%

Orion Resource Partners (formerly RK Mine Finance (Master) Fund II LP)

67,955

5.4%

RMB Australia Holdings Limited

67,457

5.4%

Rumbo 5-Cero S.L.

48,549

3.9%

586,720

46.8%

Following the issue of the Notes in July 2013 to XGC and Orion and assuming that the Notes convert in full at the conversion price (including the conversion of 18 months' accrued interest), the Note Holders would receive 122,865,679 shares, in addition to their existing shareholding (90,101,498 for XGC and 32,764,181 for Orion) -Note 22.

Corporate governance

The Directors comply with TSX and AIM regulations and Cyprus Company Law. The Board remains accountable to the Company's shareholders for good corporate governance.

Board of directors

The Board is responsible for approving Company policy and strategy. The Board holds at least ten formal meetings in each calendar year and is supplied with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. A number of the Group's key strategic and operational decisions are reserved exclusively for the decision of the Board.

The Board currently consists of one executive director who holds an operating position in the Company (the Managing Director ) and six non-executive Directors, who bring a breadth of experience and knowledge, all of whom are independent of management and four of whom are independent of any business or other relationship which could interfere with the exercise of their independent judgment. The Board regularly reviews key business risks including the financial risks facing the Group in the operation of its business.

 

The Company has adopted a model code for Directors' dealings which is appropriate for a TSX and AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors' dealings and will take all reasonable steps to ensure compliance by the Group's applicable employees as well.

Board committees

The Company's Audit and Financial Risk Management Committee ("AFRC") comprises Mr R. Francis (Chair), Mr R. Beevor and Mr R. Davey. The AFRC is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on, for meeting with the Group's auditors and reviewing their reports on the Group's financial statements and the internal controls and for reviewing key financial risks.

The Company's Corporate Governance, Nominating and Compensation Committee, comprises Mr R. Beevor (Chair), Mr R. Davey, Mr H. Liu and Mr A. Mehra. The Committee is, among other things, responsible for reviewing the performance of the executives, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.

The Company's Physical Risk Management Committee comprises Mr R. Davey (Chair), Dr. J. Sierra Lopez and Mr A. Mehra. The Physical Risk Management Committee is responsible for reviewing the compliance with regulatory and industry standards for environmental performance and occupational health and safety of personnel and the communities affected by the Company.

Directors' responsibilities for the financial statements

Cyprus company law states that the Directors are responsible for the preparation of financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. In the preparation of those financial statements, the Directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent; and

state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The Directors are responsible for maintaining proper accounting records, for safeguarding the assets of the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. Legislation in Cyprus governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Creditors' payment terms

The Company does not have a specific policy towards our suppliers and does not follow any code or standard practice. However, terms of payment with suppliers are settled when agreeing overall terms of business, and the Company seeks to abide by the terms of the contracts to which it is bound.

Political donations

No political donations were made during the 2013 financial year.

Subsequent events

The Ministry of Environment of the Government of Andalusia (the "Ministry") issued the Dictamen Ambiental on 19 February 2014. The release of the Dictamen is a significant milestone in the completion of the approval process for the Unified Environmental Plan ('Autorizacion Ambiental Unificada' or the 'AAU'). The Dictamen Ambiental contains the draft conditions which may be included in the final AAU subject to final review by the Ministry.

The Company and its consulting experts completed their review of the Dictamen conditions and have made a submission to the Ministry of Environment on certain aspects. The Ministry are considering this submission along with any others they may have received prior to issuing the AAU in the coming weeks. The issue of the AAU will then clear the way for the grant of Administrative Standing which will allow the Project to move forward. As at the date of this report, the AAU and conditions attached thereto have not been released.

On 20 March 2014, Mr Isaac Querub was appointed as Managing Director and CEO of the Company and Vice President of EMED Tartessus. In addition, Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED with effect from 14 April 2014.

On the same day, Messrs Rodney Halliday and John Leach resigned as interim Managing Director/CEO and Executive Director of the Company respectively. Mr Leach continues as the Company's Chief Financial Officer.

Messrs Querub and Lavandeira have each been granted options over six million ordinary shares under the Company's share option plan which are exercisable at 12p per share and expire 5 years from the date of grant. The options vest in three equal tranches on the first, second and third anniversaries of the date of grant. In addition, it is proposed that, subject to shareholder approval and the approval of the TSX, Mr Querub and Mr Lavandeira will each be issued two million ordinary shares in the Company at par (0.25p per share). These shares will be held in escrow and released to Mr Querub and Mr Lavandeira once they have been employed by the Company for two years or if their service agreements are terminated for certain specified reasons. Shareholder approval for the above proposed issues of shares will be sought at the Company's Annual General Meeting to be held in 2014.There were no other events after the reporting period, which would have a material effect on the consolidated financial statements.

Auditors

The statutory auditors, MOORE STEPHENS STYLIANOU & CO, have expressed their willingness to continue in office and a resolution approving their reappointment and giving authority to the board of directors to fix their remuneration will be proposed at the next Annual General Meeting.

The auditors for the purposes of Canadian securities laws, MNP LLP (formerly MSCM LLP), have expressed their willingness to continue in office and a resolution approving their appointment and giving authority to the board of directors to fix their remuneration will be proposed at the next Annual General Meeting.

 

By order of the board

 

 

 

Inter Jura CY (Services) Limited,

Secretary

Nicosia, Cyprus

27 March 2014

Independent Auditor's Report

To the shareholders ofEMED Mining Public Limited

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of EMED Mining Public Limited, which comprise the consolidated statement of financial position as at 31 December 2013, and the consolidated income statement, statement of changes in equity and statements of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of EMED Mining Public Limited as at 31 December 2013 and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Other matters

The consolidated financial statements as at 31 December 2012 and for the year then ended were audited by MSCM LLP of Toronto, Canada, prior to its merger with MNP LLP. MSCM LLP expressed an unmodified opinion on those consolidated financial statements in their audit report dated 22 March 2013.

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Ontario

TBD

Independent auditor's report

To the Members of EMED MINING PUBLIC LIMITED

Report on the consolidated financial statements

We have audited the accompanying consolidated and Company's separate financial statements of EMED MINING PUBLIC LIMITED (the ''Company'') and its subsidiaries (together with the Company, the ''Group'') on pages 15 to 53 which comprise the consolidated statement of financial position as at 31 December 2013, and the consolidated statements of comprehensive income, changes in equity and cash flows of the Group and the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.

Board of Directors' responsibility for the consolidated financial statements

The board of directors is responsible for the preparation of consolidated and Company's separate financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated and Company's separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated and Company's separate financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated and the Company's separate financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2013, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

 

Emphasis of matter

Without qualifying our opinion we draw attention to the fact that the financial statements have been prepared on a going concern basis. The validity of this basis depends principally on obtaining the necessary mining licenses and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Group's exploration activities. The financial information does not include any adjustment that would arise from failure to complete either option. Changes in future conditions could require write downs of the carrying values of property, plant and equipment and/or intangible assets. Our opinion is not qualified in this respect of this matter.

Report on other legal requirements

Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and 2013, we report the following:

· We have obtained all the information and explanations we considered necessary for the purposes of our audit.

· In our opinion, proper books of account have been kept by the Company, so far as appears from our examination of these books.

· The consolidated financial statements are in agreement with the books of account.

· In our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.

· In our opinion, the information given in the report of the board of directors is consistent with the consolidated financial statements.

Other matter

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Law of 2009 and 2013 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

 

 

 

 

 

Brigid Chrysostomou

Certified Public Accountant and Registered Auditor

for and on behalf of

MOORE STEPHENS STYLIANOU & CO

CERTIFIED PUBLIC ACCOUNTANTS & REGISTERED AUDITORS

 

Nicosia, 27 March 2014

 

 

 

Consolidated income statements

(All amounts in Euro thousands unless otherwise stated)

 

Year ended 31 December

Note

2013

2012

Exploration expenses

(581)

(1,201)

Care and maintenance expenses

(3,641)

(5,638)

Gross loss

(4,222)

(6,839)

Administrative expenses

(5,496)

(4,509)

Other income

5

123

126

Loss before undernoted

(9,595)

(11,222)

Net foreign exchange loss

(396)

(172)

Finance income

8

4

14

Finance costs

9

(2,464)

(502)

Share of loss of associate

16

(58)

(136)

Loss before income tax

(12,509)

(12,018)

Tax (charge)/credit

10

(6,412)

543

Loss for the year

(18,921)

(11,475)

 

Loss attributable to:

- Owners of the parent

(18,917)

(11,471)

- Non-controlling interests

(4)

(4)

(18,921)

(11,475)

Losses per share from operations attributable to owners of the parent during the year :

Basic and fully diluted loss per share (expressed in cents per share)

11

(1.6)

(1.2)

Loss for the year

(18,921)

(11,475)

Other comprehensive income:

Currency translation differences

9

23

Total comprehensive loss for the year

(18,912)

(11,452)

Attributable to:

- Owners of the parent

(18,908)

(11,448)

- Non-controlling interests

(4)

(4)

Total comprehensive loss for the year

(18,912)

(11,452)

 

 

 

 

Statements of financial position

 

As at 31 December

As at 31 December

 

 

Note

The

Group

2013

The

 Company 2013

The

 Group

2012

The

Company

2012

Assets

Non-current assets

Property, plant and equipment

12

53,052

81

49,448

23

Intangible assets

13

14,821

-

11,833

-

Deferred tax asset

14

-

-

6,379

-

Investment in subsidiaries

15

-

4,471

-

7,515

Investment in associates

16

-

1,058

-

1,000

67,873

5,610

67,660

8,538

Current assets

Trade and other receivables

18

724

348

4,330

443

Cash and cash equivalents

19

8,634

8,192

7,603

5,785

9,358

8,540

11,933

6,228

Total assets

77,231

14,150

79,593

14,766

Equity and liabilities

Equity attributable to owners of the parent

Share capital

20

3,830

3,830

3,599

3,599

Share premium

20

134,316

134,316

127,970

127,970

Share options reserve

21

5,724

5,724

5,533

5,533

Translation reserve

-

-

(124)

-

Accumulated losses

(91,951)

(143,399)

(72,919)

(122,756)

51,919

471

64,059

14,346

Non-controlling interests

(114))

-

(110)

-

Total equity

51,805

471

63,949

14,346

Liabilities

Non-current liabilities

Convertible note - derivative component

22

2,034

2,034

-

-

Convertible note - debt component

22

11,267

11,267

-

-

Trade and other payables

23

7,661

-

7,918

-

20,962

13,301

7,918

-

Current liabilities

Trade and other payables

23

4,464

378

7,726

420

4,464

378

7,726

420

Total liabilities

25,426

13,679

15,644

420

Total equity and liabilities

77,231

14,150

79,593

14,766

 

 

 

The consolidated financial statements were authorised for issue by the board of directors on 27 March 2014 and were signed on its behalf.

 

 

 

 

Ronnie Beevor

Isaac Querub

Chairman

Managing Director

 

 

Consolidated statements of changes in equity

Years ended 31 December 2013 and 2012

 

Attributable to owners of the parent

 

Share capital

 

Share

premium

Share

options

reserve

 

Translation

reserve

 

Accumulated

losses

 

 

Total

Non-

controlling

interest

 

Total equity

At 1 January 2012

 

2,603

 

89,758

 

5,269

 

(147)

 

(61,448)

 

36,035

 

(106)

 

35,929

Total comprehensive loss for the year

 

-

 

-

 

-

 

23

 

(11,471)

 

(11,448)

 

(4)

 

(11,452)

Issue of share capital

996

39,801

-

-

-

40,797

-

40,797

Share issue costs

-

(1,475)

-

-

-

(1,475)

-

(1,475)

Warrant issue cost

-

(114)

114

-

-

-

-

-

Recognition of share based payments

 

-

 

-

 

150

 

-

 

-

 

150

 

-

 

150

At 31 December 2012/

1 January 2013

3,599

127,970

5,533

(124)

(72,919)

64,059

(110)

63,949

Total comprehensive loss for the year

 

-

 

-

 

-

9

(18,917)

(18,908)

(4)

(18,912)

Reserve transfer on closure of subsidiaries

 

-

 

-

 

-

 

115

 

(115)

 

-

 

-

 

-

Issue of share capital

231

6,759

-

-

-

6,990

-

6,990

Share issue costs

-

(345)

-

-

-

(345)

-

(345)

Warrant issue cost

-

(68)

68

-

-

-

-

-

Recognition of share based payments

 

-

 

-

 

123

 

-

 

-

 

123

 

-

 

123

At 31 December 2013

3,830

134,316

5,724

-

(91,951)

51,919

(114)

51,805

 

 

  

Company statements of changes in equity

Years ended 31 December 2013 and 2012

 

 

Share

capital

 

Share

premium

Share

options

reserve

 

Accumulated

losses

 

 

Total

At 1 January 2012

2,603

89,758

5,269

(86,928)

10,702

Total comprehensive loss for the year

-

-

-

(35,828)

(35,828)

Issue of share capital

996

39,801

-

-

40,797

Share issue costs

-

(1,475)

-

-

(1,475)

Warrants issue costs

(114)

114

-

Recognition of share based payments

-

-

150

-

150

At 31 December 2012/1 January 2013

3,599

127,970

5,533

(122,756)

14,346

Total comprehensive loss for the year

-

-

-

(20,643)

(20,643)

Issue of share capital

231

6,759

-

-

6,990

Share issue costs

-

(345)

-

-

(345)

Warrants issue costs

(68)

68

-

Recognition of share based payments

-

-

123

-

123

At 31 December 2013

3,830

134,316

5,724

(143,399)

471

 

 

 

 

 

Consolidated statements of cash flows

Years ended 31 December 2013 and 2012

 

 

Note

 

2013

 

2012

Cash flows from operating activities

Loss before tax

(12,509)

(12,018)

Adjustments for:

Depreciation of property, plant and equipment

12

116

205

Share‑based payments

21

123

150

Share of loss from associate

16

58

136

Interest income

8

(4)

(14)

Interest expense

9

350

502

Loss on fair value on conversion of the convertible note

9

1,227

-

Accretion expense on convertible note

9

365

-

Convertible note interest expense

9

522

-

Profit on disposal of property, plant and equipment

(7)

(5)

Foreign exchange loss/(profit) on financing activities

83

(17)

Foreign exchange loss on operating activities

30

25

Cash outflows from operating activities before working capital changes

(9,646)

(11,036)

Changes in working capital:

Trade and other receivables

3,606

(2,972)

Trade and other payables

(3,536)

(271)

Cash flows used in operations

(9,576)

(14,279)

Interest paid

(350)

(502)

Tax paid

(15)

(10)

Net cash used in operating activities

(9,941)

(14,791)

Cash flows from investing activities

Purchases of property, plant and equipment

(3,720)

(13,290)

Purchases of intangible assets

13

(2,988)

(3,409)

Proceeds from sale of property, plant and equipment

7

20

Proceeds from sale of investment

-

38

Increase of the investment in associate

16

(58)

(120)

Interest received

4

14

Net cash used in investing activities

(6,755)

(16,747)

Cash flows from financing activities

Proceeds from issuance of ordinary shares

6,990

32,797

Listing and issue costs

20

(345)

(1,475)

Proceeds from convertible notes

22

11,082

-

Net cash from financing activities

17,727

 

31,322

Net increase / (decrease) in cash and cash equivalents

1,031

(216)

Cash and cash equivalents:

At beginning of the year

19

7,603

7,819

At end of the year

19

8,634

7,603

 

 

 

Company statement of cash flows

Years ended 31 December 2013 and 2012

 

Note

2013

2012

Cash flows from operating activities

Loss before tax

(20,643)

(35,826)

Adjustments for:

Depreciation of property, plant and equipment

12

18

43

Share‑based payments

123

150

Interest income

(4)

(14)

Interest expenses

1

-

Convertible note interest expense

522

-

Loss on fair value on conversion of the convertible note

1,227

-

Accretion expense on convertible note

365

-

Impairment of receivables from subsidiaries

10,170

33,175

Impairment of receivable from subsidiaries closed down

1,800

-

Impairment of investment in subsidiaries

3,044

-

Foreign exchange loss on financing activities

107

-

Cash outflows used in operating activities before working capital changes

(3,270)

(2,472)

Changes in working capital:

Trade and other receivables

(11,877)

(24,938)

Trade and other payables

(42)

(163)

Cash flows used in operations

(15,189)

(27,573)

Interest paid

(1)

-

Tax paid

-

(2)

Net cash used in operating activities

(15,190)

(27,575)

Cash flows from investing activities

Purchases of property, plant and equipment

12

(76)

(6)

Increase of subsidiaries' share capital

15

-

(3,173)

Increase of associate's share capital

16

(58)

(120)

Interest received

4

14

Net cash used in investing activities

(130)

(3,285)

Cash flows from financing activities

Proceeds from issuance of ordinary shares

6,990

32,797

Listing and issue costs

20

(345)

(1,475)

Proceeds from issuance of convertible notes

22

11,082

-

Net cash from financing activities

17,727

31,322

Net increase in cash and cash equivalents

2,407

462

Cash and cash equivalents:

At beginning of the year

19

5,785

5,323

At end of the year

19

8,192

5,785

 

 

 

 

Notes to the consolidated financial statements

Years ended 31 December 2013 and 2012

 

1. Incorporation and principal activities

Country of incorporation

EMED Mining Public Limited (the "Company") was incorporated in Cyprus on 17 September 2004 as a private company with limited liability under the Companies Law, Cap. 113 and was converted to a public limited liability company on 26 January 2005. Its registered office is at, 1 Lampousa Street, Nicosia, Cyprus. The Company was listed on AIM of the London Stock Exchange in May 2005 and on the TSX on 20 December 2010.

Principal activities

The principal activity of the Company and its subsidiaries (together, "the Group") is to explore for and develop natural resources, with a focus on base and precious metals in certain belts of mineralisation spanning Europe, the Middle East and Central Asia.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

The consolidated financial statements of EMED Mining Public Limited have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.113. The consolidated financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.3.

The Directors have formed a judgment at the time of approving the financial statements that there is a reasonable expectation that the Company and the Group have adequate available resources to continue in operational existence for the foreseeable future.

The financial information has been prepared on the going concern basis, after taking into account the risks identified in Note 3.

Changes in accounting policy and disclosures

During the current year the Company adopted all the new and revised International Financial Reporting Standards (IFRS) as adopted by EU that are relevant to its operations and are effective for accounting periods beginning on 1 January 2013. This adoption did not have a material effect on the accounting policies of the Company. At the date of approval of these financial statements, standards and interpretations were issued by the International Accounting Standards Board (IASB) which were not yet effective. Some, but not all of these were adopted by the European Union. The board of directors expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.

At the date of approval of these financial statements the following accounting standards were issued by the IASB but were not yet effective:

(i) Standards and Interpretations adopted by the EU

New standards

· IFRS 10 ''Consolidated Financial Statements'' (effective for annual periods beginning on or after 1 January 2014).

· IFRS 11 ''Joint Arrangements'' (effective for annual periods beginning on or after 1 January 2014).

· IFRS 12 ''Disclosure of Interests in Other Entities'' (effective for annual periods beginning on or after 1 January 2014).

 

Amendments

IFRS Interpretations Committee

· IAS 27 (Revised): ''Consolidated and Separate Financial Statements'' (effective for annual periods beginning on or after 1 January 2014).

· IAS 28 (Revised): ''Investments in Associates'' (effective for annual periods beginning on or after 1 January 2014).

· Amendment to IAS32 ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2014).

· Amendment to IAS 36 ''Recoverable Amount ‑ Disclosures for Non‑Financial Assets'' (effective for annual periods beginning on or after 1 January 2014).

· Amendment to IAS 39 ''Financial Instruments: Recognition and Measurement'', Novation of Derivatives and Continuation of Hedge Accounting (effective for annual periods beginning on or after 1 January 2014).

· Transition Guidance for IFRS 10, 11 & 12 (effective for annual periods beginning on or after 1 January 2014).

· Investment Entities amendments to IFRS 10, IFRS 12, and IAS 27 (effective for annual periods beginning on or after 1 January 2014).

(ii) Standards and Interpretations not adopted by the EU

New standards

· IFRS 9 ''Financial Instruments'' issued in November 2009 and amended in October 2010 introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition. (effective for annual periods beginning on or after 1 January 2018).

· IFRS 14 ''Regulatory Deferral Accounts'' (effective for annual periods beginning on or after 1 January 2016).

Amendments

· Amendments to IAS 19 ‑ ''Defined Benefit Plans: Employee Contributions'' (effective for annual periods beginning on or after 1 July 2014).

· IFRS 9 ''Financial Instruments'' (issued 12 November 2009) and subsequent amendments (amendments to IFRS 9 and IFRS 7 issued 16 December 2011) (effective for annual periods beginning on or after 1 January 2015).

· Annual Improvements to IFRSs 2010-2012 Cycle (issued on 12 December 2013) (effective for annual periods beginning on or after 1 July 2014).

· Annual Improvements to IFRSs 2011-2013 Cycle (issued on 12 December 2013) (effective for annual periods beginning on or after 1 July 2014).

New IFRICs

· IFRIC 21 ''Levies'' (effective as from the latest of the commencement date of its first annual period beginning on or after 1 January 2014).

The Company expects that the adoption of these standards or interpretations in future periods will not have a material effect on the financial statements of the Company.

2.2 Consolidation

(a) Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control.

De-facto control may arise in circumstances where the size of the Group's voting rights relative to the size and dispersion of holdings of other shareholders give the Group the power to govern the financial and operating policies, etc.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

 

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 in profit or loss. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

(b) Changes in ownership interests in subsidiaries without change of control

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions - that is, as transactions with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

(c) Disposal of subsidiaries

When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

(d) Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition. The Group's investment in associates includes goodwill identified on acquisition.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group's share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income, with a corresponding adjustment to the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

 

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to 'share of profit/(loss) of associates' in the income statement.

Profits and losses resulting from upstream and downstream transactions between the Group and its associate are recognised in the Group's financial statements only to the extent of unrelated investor's interests in the associates. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group. Dilution gains and losses arising in investments in associates are recognised in the income statement.

2.3 Investments in subsidiary companies

Investments in subsidiary companies are stated at cost less provision for impairment in value, which is recognised as an expense in the period in which the impairment is identified. This policy only applies to the "Company" financial statements.

2.4 Interest in joint ventures

A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control that is when the strategic, financial and operating policy decisions relating to the activities the joint venture require the unanimous consent of the parties sharing control.

Where a group entity undertakes its activities under joint venture arrangements directly, the Group's share of jointly controlled assets and any liabilities incurred jointly with other ventures are recognised in the financial statements of the relevant entity and classified according to their nature. Liabilities and expenses incurred directly in respect of interests in jointly controlled assets are accounted for on an accrual basis. Income from the sale or use of the Group's share of the output of jointly controlled assets, and its share of joint venture expenses, are recognised when it is probable that the economic benefits associated with the transactions will flow to/from the Group and their amount can be measured reliably.

The Group undertakes joint venture arrangements that involve the establishment of separate entity in which each venturer has an interest (jointly controlled entity). The Group reports its interests in jointly controlled entities using the proportionate consolidation method of accounting.

Any goodwill arising on the acquisition of the Group's interest in a jointly controlled entity is accounted for in accordance with the Group's accounting policy for goodwill arising on the acquisition of a subsidiary.

Where the Group transacts with its jointly controlled entities, unrealised profits and losses are eliminated to the extent of the Group's interest in the joint venture.

2.5 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions.

2.6 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in 'Euro' which is the Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'.

 (c) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

I. assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

II. income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

III. all resulting exchange differences are recognised in other comprehensive income.

 

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

2.7 Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

· Plant and machinery 5-10 years

· Motor vehicles 5 years

· Furniture, fixtures and office equipment 5-10 years

 

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within 'Other (losses)/gains - net' in the income statement.

2.8 Intangible assets

(a) Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the acquired interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.

(b) Permits and rights

Permits and rights are capitalised as intangible assets which relate to mineral rights acquired and permits in respect of projects that are at the pre-development stage. No depreciation charge is recognised in respect of these intangible assets. Once the Group receives those permits, the intangible assets relating to permits will be depreciated over the time the Group has the right to use them.

 

2.9 Impairment of non-financial assets

Assets that have an indefinite useful life - for example, goodwill or intangible assets not ready to use - are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

2.10 Financial assets

 

2.10.1 Classification

The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to be settled within 12 months, otherwise they are classified as non-current.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables' and 'cash and cash equivalents' in the statement of financial position (Notes 2.13 and 2.14).

(c) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.

2.10.2 Recognition and measurement

Regular purchases and sales of financial assets are recognised on the trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the group has transferred substantially all risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Gains or losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are presented in the income statement within 'other (losses)/gains - net' in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised in the income statement as part of other income when the Group's right to receive payments is established.

Changes in the fair value of monetary securities classified as available for sale are recognised in other comprehensive income.

When securities classified as available for sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as 'gains and losses from investment securities'. Interest on available-for-sale securities calculated using the effective interest method is recognised in the income statement as part of finance income. Dividends on available-for-sale equity instruments are recognised in the income statement as part of other income when the group's right to receive payments is established.

2.11 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

2.12 Impairment of financial assets

(a) Assets carried at amortised cost

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Evidence of impairment may include indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.

For the loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in the consolidated income statement. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument's fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the consolidated income statement.

(b) Assets classified as available for sale

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. For debt securities, the group uses the criteria referred to in (a) above. In the case of equity investments classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss. Impairment losses recognised in the consolidated income statement on equity instruments are not reversed through the consolidated income statement. If, in a subsequent period, the fair value of a debt instrument classified as available for sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement.

2.13 Trade and other receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

2.14 Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand and in bank including deposits held at call with banks.

2.15 Share capital

Ordinary shares are classified as equity. The difference between the fair value of the consideration received by the Company and the nominal value of the share capital being issued is taken to the share premium account.

Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of tax, from the proceeds in the share premium account.

 

2.16 Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.17 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings, using the effective interest method, unless they are directly attributable to the acquisition, construction or production of a qualifying asset, in which case they are capitalised as part of the cost of that asset.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extend there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment and amortised over the period of the facility to which it relates.

Borrowing costs are interest and other costs that the Group incurs in connection with the borrowing of funds, including interest on borrowings, amortisation of discounts or premium relating to borrowings, amortisation of ancillary costs incurred in connection with the arrangement of borrowings, finance lease charges and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset, being an asset that necessarily takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of that asset, when it is probable that they will result in future economic benefits to the Group and the costs can be measured reliably.

Borrowings are classified as current liabilities, unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

2.18 Derivatives

Derivative financial instruments are initially accounted for at cost and subsequently measured at fair value. Fair value is calculated using the Black Scholes valuation method. Derivatives are recorded as assets when their fair value is positive and as liabilities when their fair value is negative. The adjustments on the fair value of derivatives held at fair value through profit or loss are transferred to profit or loss.

2.19 Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is also not recognised if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.20 Share-based payments

The Group operates a share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions and behavioural considerations.

Non-market performance and service conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

2.21 Provisions

Provisions for environmental restoration, restructuring costs and legal claims are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

2.22 Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

The Group leases certain property, plant and equipment. Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long term payables. The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

2.23 Revenue recognition

Sales of services

The Group sells services in relation to maintenance of accounting records, management, technical, administrative support and other services to other companies. Revenue is recognised in the accounting period in which the services are rendered.

2.24 Interest income

Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loan and receivables is recognised using the original effective interest rate.

2.25 Dividend income

Dividend income is recognised when the right to receive payment is established.

2.26 Dividend distribution

Dividend distributions to the Company's shareholders are recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders. No dividend has been paid by the Company since its incorporation.

2.27 Exploration costs

The Company expenses exploration expenditure as incurred.

Under the Group's accounting policy, exploration expenditure is not capitalised until the point is reached at which there is a high degree of confidence in the project's viability and it is considered probable that future economic benefits will flow to the Group. Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.

2.28 Amendment of financial statements after issue

The board of directors have the power to amend the financial statements after issue.

3. Financial Risk Management

 

3.1 Financial risk factors

Risk management is overseen by the audit and financial risk committee (AFRC) under the board of directors. The AFRC oversees the risk management policies employed by the Group to identify, evaluate and hedge financial risks, in close co-operation with the Group's operating units. The Group is exposed to liquidity risk, credit risk, interest rate risk, operational risk, compliance risk, litigation risk, reputation risk and currency risk arising from the financial instruments it holds.

The risk management policies employed by the Group to manage these risks are discussed below:

(a) Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash to meet liabilities when due. Cash flow forecasting is performed in the operating entities of the Group in and aggregated by Group finance. Group finance monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs.

The financial information has been prepared on the going concern basis, the validity of which depends principally on the availability of subsequent funding to extract the resource or alternatively on the availability of funding to extend the Group's exploration activities. The financial information does not include any adjustment that would arise from a failure to complete the above.

The following tables detail the Group's remaining contractual maturity for its financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes principal cash flows. A breakdown of the balances is shown in Notes 22 and 23.

 

31 December 2013

Carrying amounts

Contractual cash flows

3 or less months

3 - 12 months

1 - 2

years

3 - 5 years

Convertible note

11,267

11,962

-

-

11,962

-

Social security

9,449

9,449

447

1,341

6,113

1,548

Land options

711

711

178

533

-

-

Trade and other payables

1,965

1,965

1,965

-

-

-

23,392

24,087

2,590

1,874

18,075

1,548

 

 

31 December 2012

Carrying amounts

Contractual cash flows

3 or less months

3 - 12 months

1 - 2 years

3 - 5 years

Social security

11,056

11,056

786

2,813

5,024

2,433

Land options

1,075

1,075

153

461

461

-

Trade and other payables

3,513

3,513

3,513

-

-

-

15,644

15,644

4,452

3,274

5,485

2,433

 

 

 (b) Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group's measurement currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar, the Canadian Dollar and the British Pound. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Liabilities

Assets

2013

2012

2013

2012

United States dollar

-

-

14

5

Canadian dollar

-

-

-

2

Great Britain pound

11,267

-

6,528

5,319

 

Sensitivity analysis

A 10% strengthening of the Euro against the following currencies at 31 December 2013 would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. For a 10% weakening of the Euro against the relevant currency, there would be an equal and opposite impact on profit or loss and other equity.

Equity

Profit or loss

2013

2012

2013

2012

United States dollar

(1)

(1)

(1)

(1)

Canadian dollar

-

-

-

-

Great Britain pound

474

(532)

474

(532)

 

(c) Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company has no significant concentration of credit risk. The Company has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history and monitors on a continuous basis the ageing profile of its receivables. The Company has policies to limit the amount of credit exposure to any financial institution.

Except as detailed in the following table, the carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the maximum credit exposure without taking account of the value of any collateral obtained:

2013

2012

Cash and cash equivalents

8,634

7,603

 

There are no collaterals held in respect of these financial instruments and there are no financial assets that are past due or impaired as at 31 December 2013.

(d) Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group's Management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

At the reporting date the interest rate profile of interest‑ bearing financial instruments was:

2013

2012

Variable rate instruments

Financial assets

8,634

7,603

 

Sensitivity analysis

An increase of 100 basis points in interest rates at 31 December 2013 would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. For a decrease of 100 basis points there would be an equal and opposite impact on the profit and other equity.

 

Equity

Profit or loss

2013

2012

2013

2012

Variable rate instruments

86

76

86

76

 

(e) Operational risk

Operational risk is the risk that derives from the deficiencies relating to the Company's information technology and control systems as well as the risk of human error and natural disasters. The Company's systems are evaluated, maintained and upgraded continuously.

The financial information has been prepared on the going concern basis, the validity of which depends principally on obtaining the necessary mining licences. The financial information does not include any adjustment that would arise from a failure to complete the above. Changes in future conditions could require write downs of the carrying values of property, plant and equipment and/or intangible assets.

(f) Compliance risk

Compliance risk is the risk of financial loss, including fines and other penalties, which arises from non‑compliance with laws and regulations. The Company has systems in place to mitigate this risk, including seeking advice from external legal and regulatory advisors in each jurisdiction.

(g) Litigation risk

Litigation risk is the risk of financial loss, interruption of the Company's operations or any other undesirable situation that arises from the possibility of non‑execution or violation of legal contracts and consequentially of lawsuits. The risk is restricted through the contracts used by the Company to execute its operations.

3.2 Capital risk management

The Group considers its capital structure to consist of share capital, share premium and share options reserve. The Group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group is not subject to any externally imposed capital requirements.

In order to maintain or adjust the capital structure, the Group issues new shares. The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimisation of the debt and equity balance. The AFRC reviews the capital structure on a continuing basis.

3.3 Critical accounting estimates and judgements

The fair values of the Groups' financial assets and liabilities approximate to their carrying amounts at the reporting date. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(a) Income taxes

Significant judgment is required in determining the provision for income taxes. There are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

 

Capitalisation of exploration and evaluation costs

Under the Group's accounting policy, exploration and evaluation expenditure is not capitalised until the point is reached at which there is a high degree of confidence in the project's viability and it is considered probable that future economic benefits will flow to the Group.

Subsequent recovery of the resulting carrying value depends on successful development or sale of the undeveloped project. If a project does not prove viable, all irrecoverable costs associated with the project net of any related impairment provisions are written off.

(b) Impairment review of asset carrying values

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Where the recoverable amounts of Group cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices, exchange rates, operating costs, the grouping of assets within cash-generating units and discount rates.

(c) Contingencies

Material contingencies facing the Group are set out in Note 27 of the consolidated financial statements. A contingent liability arises where:

i) a past event has taken place for which the outcome will be confirmed only by the occurrence or non-occurrence of one or more uncertain events outside of the control of the Group; or

ii) a present obligation exists but is not recognised because it is not probable that an outflow of resources will be required to settle the obligation.

A provision is made when a loss to the Group is likely to crystallise. The assessment of the existence of a contingency and its likely outcome, particularly if it is considered that a provision might be necessary, involves significant judgment taking all relevant factors into account.

(d) Share-based compensation benefits

Share-based compensation benefits are accounted for in accordance with the fair value recognition provisions of IFRS 2 'Share-based Payment'. As such, share-based compensation expense for equity-settled share-based payments is measured at the grant date based on the fair value of the award and is recognized as an expense over the vesting period. The fair value of such share-based awards at the grant date is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions, behavioural considerations and expected volatility.

 

4. Business and geographical segments

 

Business segments

The Group has only one distinct business segment, being that of mineral exploration and development.

Geographical segments

The Group's exploration activities are located in Cyprus, Spain and Slovakia and its administration is based in Cyprus.

2013

 

Cyprus

Spain

Slovakia

Other

Total

 

Operating loss

(3,614)

(5,606)

(315)

(60)

(9,595)

 

Finance income

4

-

-

-

4

 

Net foreign exchange loss

(366)

(2)

-

(28)

(396)

 

Finance costs

(2,115)

(344)

(5)

-

(2,464)

 

Operating loss for the year

(6,091)

(5,952)

(320)

(88)

(12,451)

 

Share of results from associates

(58)

 

Loss before income tax

(12,509)

 

Tax charge

(6,412)

 

Loss for the year

(18,921)

 

 

Total assets

8,701

68,422

65

43

77,231

 

Total liabilities

(13,693)

(11,649)

(12)

(72)

(25,426)

 

Depreciation of fixed assets

18

72

26

-

116

 

Total additions of non-current assets

75

6,633

-

-

6,708

2012

 

Operating loss

(3,947)

(6,503)

(748)

(24)

(11,222)

 

Finance income

14

-

-

-

14

 

Net foreign exchange loss

(147)

-

-

(25)

(172)

 

Finance costs

-

(498)

(4)

-

(502)

 

Operating loss for the year

(4,080)

(7,001)

(752)

(49)

(11,882)

 

Share of results from associates

(136)

 

Loss before income tax

(12,018)

 

Tax credit

543

 

Loss for the year

(11,475)

 

 

Total assets

6,328

72,651

560

54

79,593

 

Total liabilities

(434)

(15,127)

(50)

(33)

(15,644)

 

Depreciation of fixed assets

43

43

119

-

205

 

Total additions of non-current assets

7

24,574

117

-

24,698

 

5. Other income

 

2013

2012

Sale of services

123

126

 

 

6. Expenses by nature

2013

2012

Employee benefit expense (Note 7)

3,669

3,589

Compensation of key management personnel (Note 26.1)

2,396

2,063

Auditors' remuneration

203

185

Other accountants' remuneration

42

92

Consultants remuneration

911

2,374

Depreciation of property, plant and equipment (Note 12)

116

205

Travel

523

232

Share option-based employee benefits

56

68

Shareholders' communication expense

370

444

On-going listing costs

212

247

Legal costs

537

859

Other expenses

683

990

Total cost of exploration, care and maintenance and administration expenses

9,718

11,348

 

7. Employee benefit expense

2013

2012

Wages and salaries

2,988

2,805

Social security and social contributions

545

547

Employees' other allowances

136

237

3,669

3,589

 

8. Finance income

2013

2012

Interest income

4

14

 

9. Finance costs

2013

2012

Interest expense:

Debt to Department of Social Security

345

497

Convertible note

522

-

Loss on fair value on conversion of the convertible note

1,227

-

Accretion expense on convertible note

365

-

Other

5

5

2,464

502

 

 

10. Tax

 

2013

2012

Current tax:

Defence tax

(1)

(2)

Income tax

(32)

(22)

Deferred tax due to tax losses

662

567

Derecognition of deferred tax asset

(7,041)

-

(6,412)

543

 

The tax on the Group's results before tax differs from the theoretical amount that would arise using the applicable tax rates as follows:

 

2013

2012

Loss before tax

(12,509)

(12,018)

Tax calculated at the applicable tax rates

(1,809)

(1,277)

Tax effect of expenses not deductible for tax purposes

665

93

Tax effect of tax loss for the year

1,115

1,168

Tax effect of allowances and income not subject to tax

(3)

(4)

Tax effect of utilization of tax losses brought forward that are deferred over the next five years

-

(2)

Defence contribution current year

(1)

(2)

Deferred income tax (Note 14)

(6,379)

567

Tax (charge)/credit

(6,412)

543

 

Due to tax losses sustained in the current and previous years, no tax liability arises on the Group. Under current legislation, tax losses may be carried forward and be set off against taxable income of the following years. As at 31 December 2013, the balance of tax losses which is available for offset against future taxable profits amounts to €50.9 million (2012: €45.4 million).

Tax year

Cyprus

Slovakia

Spain

Total

Losses b/f

-

-

-

-

2007

-

1,948

1,763

3,711

2008

-

3,243

5,175

8,418

2009

1,939

1,031

3,498

6,468

2010

2,233

1,311

5,642

9,186

2011

2,138

1,120

7,149

10,407

2012

2,547

1,266

2,272

6,085

2013

3,370

571

2,648

6,589

12,227

10,490

28,147

50,864

Cyprus

The corporation tax rate is 12.5% (2012:10%). Under certain conditions interest income may be subject to defence contribution at the rate of 30% (2012:15%). In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter. Due to tax losses sustained in the year and previous years, no tax liability arises on the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the five succeeding years.

Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defence at 20% for the tax years 2012 and 2013 and 17% for 2014 and thereafter will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defence is payable by the Company for the account of the shareholders.

 

Slovakia

The corporation tax rate is 22%. Due to tax losses sustained in the period, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the seven succeeding years.

Spain

The corporation tax rate is between 25% and 30%. Due to tax losses sustained in the current and previous years, no tax liability arises in the Company. Under current legislation, tax losses may be carried forward and be set off against taxable income of the eighteen succeeding years.

11. Loss per share

The calculation of the basic and diluted loss per share attributable to the ordinary equity holders of the Company is based on the following data:

2013

2012

Parent Company

(7,476)

(2,653)

Subsidiaries

(11,441)

(8,818)

Loss attributable to owners of the parent

(18,917)

(11,471)

Weighted number of ordinary shares for the purposes of basic loss per share (000's)

1,183,395

1,000,569

Basic loss per share:

Basic and fully diluted loss per share (cents)

(1.6)

(1.2)

 

There are 7,552,000 warrants and 33,200,000 options which have been excluded when calculating the weighted average number of shares because they have an antidilutive effect.

12. Property, plant and equipment

 

 

 

2013

 

 

Land and buildings

 

 

Plant and

machinery

 

 

Motor

vehicles

Furniture, fixtures

and office equipment

 

 

 

Total

The Group

Cost

At 1 January 2013

35,296

14,039

285

404

50,024

Additions

253

3,229

71

167

3,720

Disposals

-

-

(22)

-

(22)

At 31 December 2013

35,549

17,268

334

571

53,722

Depreciation

At 1 January 2013

-

158

225

193

576

Charge for the year

-

-

36

80

116

Disposals

-

-

(22)

-

(22)

At 31 December 2013

-

158

239

273

670

Net book amount at 31 December 2013

35,549

17,110

95

298

53,052

 

 

 

 

 

2012

 

 

Land and buildings

 

 

Plant and

machinery

 

 

Motor

vehicles

Furniture, fixtures and office equipment

 

 

 

Total

The Group

Cost

At 1 January 2012

18,311

9,942

232

265

28,750

Additions

16,985

4,097

69

139

21,290

Disposals

-

-

(16)

-

(16)

At 31 December 2012

35,296

14,039

285

404

50,024

Depreciation

At 1 January 2012

-

132

154

101

387

Charge for the year

-

26

87

92

205

Disposals

-

(16)

-

(16)

At 31 December 2012

-

158

225

193

576

Net book amount at 31 December 2012

35,296

13,881

60

211

49,448

2013

The Company

Cost

At 1 January 2013

-

158

94

64

316

Additions

-

-

72

4

76

At 31 December 2013

-

158

166

68

392

Depreciation

At 1 January 2013

-

158

87

48

293

Charge for the year

-

-

12

6

18

At 31 December 2013

-

158

99

54

311

Net book amount at 31 December 2013

-

-

67

14

81

2012

The Company

Cost

At 1 January 2012

-

158

94

58

310

Additions

-

-

-

6

6

At 31 December 2012

-

158

94

64

316

Depreciation

At 1 January 2012

-

132

77

41

250

Charge for the year

-

26

10

7

43

At 31 December 2012

-

158

87

48

293

Net book amount at 31 December 2012

-

-

7

16

23

The above fixed assets are located in Cyprus, Spain and Slovakia.

Of the €17m additions for land and buildings in 2012, €15m relate to purchases of land, for the operation of the Rio Tinto Copper Project, from Rumbo 5-Cero S.L. ("Rumbo") and Inland Trading 2006, S.L. ("Inland"). The Company has also been granted options by Inland and Construcciones Zeitung, S.L. ("Zeitung") to acquire additional plots of land in the surrounding district (the "Option Lands"), exercisable within four years at an aggregate price of €9 million.

Certain land plots required for the Rio Tinto Copper Project (the "Project Lands") are affected by pre-existing liens and embargos derived from unpaid obligations of former Project operators or owners (the "Pre-Existing Debt"). In May 2010 the Company signed an agreement with the Department of Social Security in which it undertook to repay, over a period of 5 years, the €16.9 million Pre-Existing Debt to the Department of Social Security in exchange for a stay of execution proceedings for recovery of this debt against these Project Lands (the "Social Security Agreement"). The Company has met all of its obligations to date under the Social Security Agreement, having paid as at 31 December 2013 a total of €7.5 million, with a remainder of €9.4 million to be paid in accordance with the Agreement that finalizes on 30 June 2017. The Project Lands are also subject to a lien in the amount of €5 million created in 1979 to secure the repayment of certain government grants that were in all likelihood paid at the relevant time by former operators. Relevant court proceedings have been followed to strike this lien from title, given that in the opinion of the Company the right of the government to reclaim this Pre-Existing Debt has expired due to the relevant statute of limitations and the Company is currently waiting for the court decision to be issued. The Project Lands are also affected by the following Pre-Existing Debt liens: A €400,000 mortgage to Oxiana Limited (that will be paid in due course) and a mortgage of €222,000 pre--existing on lands acquired by the Company in August 2012 (that will be assumed by the Company and repaid in due course). Other land plots owned by the Company, but not required for the Rio Tinto Copper Project (the "Non-Project Lands"), are affected by a Pre-Existing Debt lien of €10 million registered by the Junta de Andalucía. In the event execution proceedings were commenced against the Non-Project Lands, the Company would either negotiate a settlement or allow the execution to proceed in total satisfaction of the Pre-Existing Debt in question.

13. Intangible assets

 

Permits of Rio Tinto Project

Acquisition of mineral rights

 

Goodwill

 

Total

 

2013

 

The Group

 

Cost

 

On 1 January 2013

11,833

310

10,023

22,166

 

Additions

2,988

-

-

2,988

 

At 31 December 2013

14,821

310

10,023

25,154

 

Provision for impairment

 

On 1 January 2013

-

310

10,023

10,333

 

Charge for the year

-

-

-

-

 

At 31 December 2013

-

310

10,023

10,333

 

Closing net book value

14,821

-

-

14,821

 

 

2012

The Group

 

Cost

 

On 1 January 2012

8,424

310

10,023

18,757

 

Additions

3,409

-

-

3,409

 

At 31 December 2012

11,833

310

10,023

22,166

 

Provision for impairment

 

On 1 January 2012

-

310

10,023

10,333

 

Impairment charge

-

-

-

-

 

At 31 December 2012

-

310

10,023

10,333

 

Closing net book value

11,833

-

-

11,833

 

 

The useful life of the intangible assets is estimated to be not less than fourteen years from the start of production.

 

Rio Tinto Copper Project

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Project) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Trading AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of the Rio Tinto Copper Project) to be paid by the Group over six or seven years (at the option of the Company). This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Project has been granted and the Group has secured project finance facilities and is able to draw down funds under such facilities.

In consideration for agreeing to pay the deferred cash settlement over six or seven years and for MRI's consent to the arrangements that were entered into in connection with the Convertible Loan Facility (now repaid), the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the deferred consideration payment period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb). On 11 November 2011 MRI novated its right to be paid the deferred consideration to Astor Management AG (Astor).

As security for the obligation on EMED Tartessus to pay the deferred consideration to Astor, EMED Holdings (UK) Limited has granted a pledge to MRI Resources AG over the issued capital of EMED Tartessus and the Company has provided a parent company guarantee.

The funds required to make these payments, should EMED proceed with the restart of the Rio Tinto Project, would be sourced from senior project debt and from project cash flow. The restart of mining operations remains subject to the following conditions:

· Regulatory approvals by the Junta de Andalucía Government, support of the local community, project finance and approvals by the relevant statutory authorities in respect of performance bonds;

· Settlement satisfactory to EMED Mining of the Rio Tinto Project-vendor's liabilities, liens and contractual arrangements with a number of third parties. These various obligations arose over several years as a result of the funding of on-going care and maintenance, bankruptcy and litigation amongst some parties;

· Completion of technical due diligence for:

i. planning the restart of the mine, processing plant and product marketing operations;

ii. planning for a fast-track approach to site rehabilitation where reasonable to be undertaken concurrently with on-going long-term production; and

iii. completion of all due diligence to EMED Mining's satisfaction including environmental considerations and infrastructure needs.

EMED Tartessus SLU has submitted its proposals for the restart of production to the Government. A shareholder meeting will be called at the appropriate time to seek approval to proceed if all conditions precedent have been met to the satisfaction of the Government and the Company.

Carrying Value of Intangible Assets

The ultimate recoupment of balances carried forward in relation to areas of interest or all such assets including intangibles is dependent on successful development, and commercial exploitation, or alternatively sale of the respective areas. The Company conducts impairment testing on an annual basis unless indicators of impairment are present at the reporting date.

In considering the carrying value of the assets at the Rio Tinto Copper Project, including the intangible assets and any impairment thereof, the Company assessed the carrying values having regard to (a) the current recovery value (less costs to sell) and (b) the net present value of potential cash flows from operations. In both cases, the estimated net realisable values exceeded current carrying values and thus no impairment has been recognised.

 

14. Deferred tax asset

 

THE GROUP

2013

2012

At 1 January

6,379

5,812

Charge for the current year (Note 10)

662

567

Derecognition of deferred tax asset

(7,041)

-

At 31 December

-

6,379

 

15. Investment in subsidiaries

 

The Company

2013

2012

Opening amount at cost

7,515

4,342

Additions

-

3,173

Impairment of investment in Eastern Mediterranean Resources (Slovakia) S.R.O.

(2,997)

-

Impairment of investment in subsidiaries closed down

(47)

-

Closing amount at cost

4,471

7,515

 

 

 

 

Subsidiary companies

 

 

Date of incorporation/

acquisition

 

 

Country of incorporation

 

Effective proportion of shares held

Eastern Mediterranean Minerals (Cyprus) Ltd

28 Feb 2005

Cyprus

95%

Tredington Ventures Ltd

28 Feb 2005

Cyprus

95%

Winchcombe Ventures Ltd

28 Feb 2005

Cyprus

95%

Eastern Mediterranean Resources (Slovakia) S.R.O.

10 July 2005

Slovakia

100%

Slovenske Kovy S.R.O.

30 Mar 2007

Slovakia

100%

EMED Mining Spain S.L.U.

12 Apr 2007

Spain

100%

EMED Tartessus S.L.U.

12 Apr 07/30 Sep 08

Spain

100%

EMED Marketing Ltd

08 Sep 2008

Cyprus

100%

EMED Holdings (UK) Ltd

10 Sep 2008

United Kingdom

100%

Eastern Mediterranean Exploration and Development S.L.U.

3 Dec 2012

Spain

100%

 

As security for the obligation on EMED Tartessus to pay the deferred consideration to Astor, EMED Holdings (UK) Limited has granted a pledge to Astor Resources AG over the issued capital of EMED Tartessus and granted a pledge to Astor over the issued share capital of Eastern Mediterranean Exploration and Development S.L.U. and the Company has provided a parent company guarantee. In addition, the shares of EMED Holdings (UK) Limited and EMED Marketing Limited were pledged to Hong Kong Xiang Guang International Holdings Limited (a wholly-owned subsidiary of XGC) and Orion (formerly Red Kite) as security for the Convertible Note issued to XGC and Orion in July 2013.

The board of directors have taken the decision during 2013 to close down non-core subsidiaries which have been dormant for a number of years. These subsidiaries are Eastern Mediterranean Resources (Caucasus) Ltd, Georgian Mineral Development Company Ltd, Eastern Mediterranean Resources A.E. (Greece) and Slovenske Nerasty Spol S.R.O.

16. Investment in associates

2013

2012

The Group

At 1 January

-

16

Increase in the investment

58

120

Share of results

(58)

(136)

At 31 December

-

-

The Company

At 1 January

1,000

880

Increase in the investment

58

120

At 31 December

1,058

1,000

 

 

Company name

 

Date of incorporation

Country of incorporation

Effective proportion of shares held at 31 December

KEFI Minerals Plc

24 October 2006

United Kingdom

8.6%

 

2013

2012

Amounts relating to associate:

Total assets

11,068

2,304

Total liabilities

(5,454)

(263)

Loss for the year

(2,292)

(1,728)

Revenue

-

-

 

Although the shareholding in KEFI Minerals Plc is less than 20%, the Company maintains the ability to exert significant influence due to the fact that one of the four directors of KEFI Minerals Plc, the Finance Director, is also the Chief Financial Officer of EMED.

The Group discontinued recognising its full share of losses from Kefi Minerals Plc during the year since the cumulative share of loss recognised exceeds its interest in the associate. The share of loss for the year that was not recognised was €132,000. The cumulative share of loss that was not recognised was €255,000.

The market value of Kefi Minerals Plc as at 31 December 2012 was €18.9 million (GBP 15.8 million). EMED's share as at 31 December 2012 was €1.6 million.

17. Investment in joint venture

 

 

Company name

 

PRINCIPAL ACTIVITIES

Country of incorporation

Effective proportion of shares held at 31 December

Recursos Cuena Minera S.L.

Exploitation of tailing dams and waste areas resources

Spain

50%

 

EMED Tartessus has entered into a 50/50 joint venture with Rumbo to evaluate and exploit the potential of the class B resources in the tailings dam and waste areas at the Rio Tinto Copper Project. Under the joint venture agreement, EMED Tartessus will be the operator of the joint venture, will reimburse Rumbo for the costs associated with the application for classification of the Class B resources and will fund the initial expenditure of a feasibility study up to a maximum of €2 million. Costs are then borne by the joint venture partners in accordance with their respective ownership interests. Half of the costs paid by EMED Tartessus in connection with the feasibility study can be deducted from any royalty which may fall due to be paid.

The Group's significant aggregate amount in respect of the joint venture are as follows:

2013

Cash and cash equivalents

2

Liabilities

-

Net assets

2

Revenue

-

Expenses

(87)

Net losses after tax

(87)

 

 

 

Notes to the consolidated financial statements

Years ended 31 December 2013 and 2012

 

18. Trade and other receivables

2013

2012

The Group

Receivables from related parties (Note 26)

77

119

Deposits and prepayments

72

494

VAT

540

3,697

Other receivables

35

20

724

4,330

The Company

Receivables from own subsidiaries

106,703

96,533

Impairment of receivables from own subsidiaries

(106,703)

(96,533)

Receivables from related parties (Note 26)

77

119

Deposits and prepayments

18

83

VAT

253

241

348

443

The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above. Deposits and prepayments of the Group in 2012 included a non-refundable deposit of €340,000 for detailed relocation planning studies. This amount has been written-off in 2013.

19. Cash and cash equivalents

2013

2012

The Group

Cash at bank and in hand

8,634

7,603

Cash and cash equivalents are denominated in the following currencies:

Euro - functional and presentation currency

2,092

2,277

Great Britain Pound

6,528

5,319

United States Dollar

14

5

Canadian Dollar

-

2

8,634

7,603

 

The Company

Cash at bank and on hand

8,192

5,785

Cash and cash equivalents are denominated in the following currencies:

Euro - functional and presentation currency

1,650

459

Great Britain Pound

6,528

5,319

United States Dollar

14

5

Canadian Dollar

-

2

8,192

5,785

 

 

20. Share capital

 

 

 

 

 

shares

'000

Share

Capital

GBP'000

Share

premium GBP'000

 

Total

GBP'000

Authorised

Ordinary shares of GBP0.0025 each

2,200,000

5,500

-

5,500

Issued and fully paid

000'S

EUR'000

EUR'000

EUR'000

Balance at 1 January 2012

856,452

2,603

89,758

92,361

 

Issue Date

Price (GBP)

 

DETAILS

 

07 Jan 12

0.073

Interest

a)

1,540

5

132

137

 

21 Feb 12

0.086

Warrants exercised

b)

1,800

5

180

185

 

16 Mar 12

0.087

Warrants exercised

c)

500

1

50

51

 

22 Mar 12

0.090

Share placement

d)

105,378

317

11,089

11,406

 

25 Apr 12

0.041

Options exercised

e)

250

1

12

13

 

20 Jun 12

0.084

Warrants exercised

f)

6,435

20

651

671

 

28 Aug 12

0.100

Share placement

g)

32,248

103

4,010

4,113

 

29 Aug 12

0.085

Share placement

h)

41,672

133

4,385

4,518

 

31 Aug 12

0.090

Share placement

i)

48,549

155

5,345

5,500

 

31 Aug 12

0.107

Share placement

j)

18,512

59

2,441

2,500

 

14 Nov 12

0.148

Share placement

k)

50,000

154

9,001

9,155

 

27 Dec 12

0.148

Share placement

l)

13,830

43

2,505

2,548

 

Warrant issue costs

-

-

(114)

(114)

 

Share issue costs

-

-

(1,475)

(1,475)

 

Balance at 31 December 2012

1,177,166

3,599

127,970

131,569

 

 

17 June 13

0.0413

Options exercised

a)

8,750

26

398

424

 

23 Dec 13

0.08

Share placement

b)

68,750

205

6,361

6,566

 

Warrants issue cost

-

-

(68)

(68)

 

Share issue costs

-

-

(345)

(345)

 

Balance at 31 December 2013

1,254,666

3,830

134,316

138,146

 

Authorised capital

Under its Memorandum the Company fixed its share capital at 1,000 ordinary shares of nominal value of CY£1 each.

On 13 June 2013 shareholders approved an increase in the authorized share capital of the Company from £4,500,000 to £5,500,000 by the creation of 400,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

On 19 December 2012 shareholders approved an increase in the authorized share capital of the Company from £3,500,000 to £4,500,000 by the creation of 400,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

On 12 March 2012 shareholders approved an increase in the authorized share capital of the Company from £2,500,000 to £3,500,000 by the creation of 400,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

On 22 November 2010 shareholders approved an increase in the authorized share capital of the Company from £1,750,000 to £2,500,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

On 23 March 2009 shareholders approved an increase in the authorised share capital of the Company from £1,000,000 to £1,750,000 by the creation of 300,000,000 new ordinary shares of £0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of £0.0025 each in the capital of the Company.

 

On 26 May 2008 the Company passed the following special resolution: That the authorized share capital of the Company be increased from GBP500,000 divided into 200,000,000 shares of GBP 0.0025 each, by GBP500,000 by the creation of 200,000,000 new ordinary shares of GBP0.0025 each, resulting to GBP1,000,000 divided into 400,000,000 shares of GBP0.0025 each.

Issued capital

2013

a) On 17 June 2013, 8,750,000 shares at GBP 0.0025 were issued upon exercise of options at a price of GBP 0.0413. Upon the issue an amount of €397,984 was credited to the Company's share premium reserve

b) On 23 December 2013, 68,750,000 shares at GBP 0.0025 were issued at a price of GBP0.08. Upon the issue an amount of €6.360,716 was credited to the Company's share premium reserve

2012

a) On 7 January 2012, 1,540,081 shares at GBP 0.0025 were issued at a price of GBP 0.073. Upon the issue, an amount of €132,256 was credited to the Company's share premium reserve.

b) On 21 February 2012, 1,799,900 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.086. Upon the issue an amount of €179,604 was credited to the Company's share premium reserve.

c) On 16 March 2012, 500,000 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.087. Upon the issue an amount of €50,581 was credited to the Company's share premium reserve.

d) On 22 March 2012, 105,378,519 shares at GBP 0.0025 were issued at a price of GBP 0.090. Upon the issue an amount of €11,089,179 was credited to the Company's share premium reserve.

XGC provided US$15 million equity by way of a subscription for 105,378,519 new ordinary shares of 0.25p each in the Company at 9 pence per share. In addition XGC will provide or arrange a US$15 million subordinated debt facility as required by the providers of senior debt finance (who will be providing the senior debt for the purposes of the restart of operations of the Rio Tinto Copper Project). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") granted XGC off-take rights over 25% of current reported copper reserves, at market prices. On 28 August 2012, XGC subscribed a further US$5 million equity by way of a subscription of 32,247,662 new ordinary shares of 0.25 pence each in the Company at 10p per share. XGC was granted further right of off take over an additional 5% of current reported copper reserves at market prices.

e) On 25 April 2012, 250,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.041. Upon the issue an amount of €11,881 was credited to the Company's share premium reserve.

f) On 20 June 2012, 6,434,999 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.084. Upon the issue an amount of €651,427 was credited to the Company's share premium reserve.

g) On 28 August 2012, 32,247,662 shares at GBP 0.0025 were issued at a price of GBP 0.100. Upon the issue an amount of €4,010,359 was credited to the Company's share premium reserve.

h) On 29 August 2012, 41,672,243 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €4,385,118 was credited to the Company's share premium reserve.

i) On 31 August 2012, 48,549,234 shares at GBP 0.0025 were issued at a price of GBP 0.090. Upon the issue an amount of €5,345,189 was credited to the Company's share premium reserve.

j) On 31 August 2012, 18,511,675 shares at GBP 0.0025 were issued at a price of GBP 0.107. Upon the issue an amount of €2,440,971 was credited to the Company's share premium reserve.

 

Notes to the consolidated financial statements

Years ended 31 December 2013 and 2012

 

k) On 14 November 2012, 50,000,000 shares at GBP 0.0025 were issued at a price of GBP 0.148. Upon the issue an amount of €9,000,630 was credited to the Company's share premium reserve.

On 14 November the Company completed an agreement with Orion, for an aggregate funding package of US$50 million. The agreement comprised an investment by Orion of US$15 million (approximately £9,447,000) in the Company by way of a subscription for a total of 63,829,787 new ordinary shares of 0.25 pence each ("Ordinary Shares") in two separate tranches at a price of 14.8 pence per share (equivalent approximately to US$0.235) (the "Subscription") and the entering into a commitment letter by Orion to conditionally agree to underwrite or arrange a standby loan facility of US$35 million in connection with the restart of commercial production at the Rio Tinto Copper Project and the granting to Orion of limited off-take rights over the Rio Tinto Copper Project's copper production based on current reported life of mine reserves from the planned initial operations. The Subscription was in two separate tranches with 50,000,000 Ordinary Shares subscribed for in the first tranche and 13,829,787 in the second tranche.

l) On 27 December 2012, 13,829,787 shares at GBP 0.0025 were issued at a price of GBP 0.148. Upon the issue an amount of €2,503,674 was credited to the Company's share premium reserve.

Warrants

The Company has issued warrants to advisers to the Group. Warrants, noted below expire five or one and a half years after grant date and are exercisable at the exercise price.

2013

a) On 23 December 2013, 3.2 million warrants were issued to Fox Davies Capital which expire three years after the grant date, and are exercisable at any time within that period.

b) On 23 December 2013, 0.05 million warrants were issued to Canaccord Genuity which expire three years after the grant date, and are exercisable at any time within that period.

2012

c) On 2 July 2012, 1 million warrants were issued to CATO Strategic which expire five years after the grant date, and are exercisable at any time within that period.

d) On 22 August 2012, 0.33 million warrants were issued to Canaccord Genuity which expire five years after the grant date, and are exercisable at any time within that period.

e) On 22 August 2012, 1.75 million warrants were issued to Fox Davies Capital which expire five years after the grant date, and are exercisable at any time within that period.

Details of share warrants outstanding as at 31 December 2013:

Grant date

Expiry date

Exercise price

Weighted average ex. price

Number of warrants 000's

24 December 2009

23 December 2014

11p

1,237

02 July 2012

01 July 2017

10.5p

1,000

22 August 2012

21 August 2017

8.5p

2,084

23 December 2013

23 December 2016

8.0p

3,231

7,552

 

Warrants

1 January 2013

9.7p

4,321

Additions

8.0p

3,231

31 December 2013

9.0p

7,552

 

 

The estimated fair values of the warrants were calculated using the Black Scholes option pricing model. The inputs into the model and the results are as follows:

Grant date

Weighted average share price

Weighted average exercise price

Expected volatility

Expected life (years)

Risk free rate

Expected dividend yield

Estimated fair value

24 Dec 2009

11.00p

11.00p

105.13%

5

5%

Nil

6.19p

02 Jul 2012

10.50p

10.50p

71.46%

5

2%

Nil

2.80p

22 Aug 2012

8.50p

8.50p

85.50%

5

2%

Nil

3.00p

23 Dec 2013

8.0p

8.0p

62.44%

3

0.87%

Nil

1.75p

 

The volatility has been estimated based on the underlying volatility of the price of the Company's shares in the preceding twelve months.

21. Share options reserve

2013

2012

At 1 January

5,533

5,269

Recognition of share based payment - options

123

150

Recognition of share based payment - warrants

68

114

At 31 December

5,724

5,533

 

Details of share options outstanding as at 31 December 2013:

Grant date

Expiry date

Exercise price - GBP

Share options 000's

01 Sep 2008

31 Aug 2014

0.200

700

25 Jan 2010

24 Jan 2014

0.134

8,150

22 Apr 2010

21 Apr 2014

0.134

500

01 Jul 2010

30 Jun 2014

0.080

2,000

20 Dec 2010

19 Dec 2014

0.120

8,750

01 Oct 2011

30 Sep 2016

0.090

1,000

01 Dec 2011

30 Nov 2016

0.090

1,000

28 Dec 2011

27 Dec 2016

0.100

5,000

28 Dec 2011

27 Dec 2016

0.100

4,100

21 Apr 2012

20 Apr 2017

0.105

1,000

5 Nov 2012

4 Nov 2017

0.121

1,000

Total

33,200

Weighted average exercise price

 

Share options 000's

At 1 January 2013:

0.117

67,229

- cancelled/expired during the year

0.144

(26,279)

- exercised during the year

0.041

(8,750)

- granted during the year

0.121

1,000

At 31 December 2013

0.117

33,200

 

2013

In April 2013, but with effective date 5 November 2012, Fernando Arauz de Robles (management) was granted options to subscribe for an aggregate total of 1,000,000 Ordinary Shares at an exercise price per Ordinary Share of 12.06 pence. These options expire five years after the effective date and have a vesting of one third at the end of twelve months from the effective date, one third at the end of twenty four months from the effective date and the balance at the end of thirty six months from the effective date.

 

2012

On 21 April 2012, Mr R. Williams (management) was granted options to subscribe at any time until 20 April 2017 for an aggregate total of 1,000,000 Ordinary Shares at an exercise price per Ordinary Share of 10.5 pence. These options expire five years after the date of issue, vest in equal instalments from the date of grant of administrative standing over the lesser of three years or the time remaining to the expiry of the option.

In general, option agreements contain provisions adjusting the exercise price in certain circumstances including the allotment of fully paid Ordinary Shares by way of a capitalisation of the Company's reserves, a sub division or consolidation of the Ordinary Shares, a reduction of share capital and offers or invitations (whether by way of rights issue or otherwise) to the holders of Ordinary Shares.

The estimated fair values of the options were calculated using the Black Scholes option pricing model. The inputs into the model and the results are as follows:

Grant

Date

Weighted average share

price

Weighted average exercise price

Expected volatility

Expected life

(years)

Risk

Free

rate

Expected dividend yield

Estimated

Fair

Value

5 Nov 2012

12.06p

12.06p

60.8%

5

2.00%

Nil

2.6p

21 Apr 2012

10.50p

10.50p

69.4%

5

2.00%

Nil

3.07p

28 Dec 2011

10.00p

10.00p

73.6%

5

2.00%

Nil

2.21p

01 Dec 2011

9.00p

9.00p

80.0%

5

2.00%

Nil

2.35p

01 Oct 2011

9.00p

9.00p

76.2%

5

2.00%

Nil

1.67p

20 Dec 2010

12.00p

12.00p

45.0%

4

2.25%

Nil

3.58p

1 Jul 2010

8.00p

8.00p

45.0%

4

2.25%

Nil

2.39p

22 Apr 2010

12.00p

13.40p

45.0%

4

2.25%

Nil

3.11p

25 Jan 2010

13.40p

13.40p

45.0%

4

2.25%

Nil

4.00p

1 Sep 2008

21.50p

20.00p

68.2%

6

5.00%

Nil

10.07p

 

The volatility has been estimated based on the underlying volatility of the price of the Company's shares in the preceding twelve months.

22. Convertible Note

 

Debt component

GBP'000

Derivative component

GBP'000

Debt component

EUR'000

Derivative component

EUR'000

The Group & THE COMPANY

1 January

-

-

-

-

Convertible Note issue

8,884

698

10,275

807

Issuance costs

(192)

-

(231)

-

Accrued interest

406

-

480

-

Accretion expense

309

-

365

-

Foreign exchange

-

-

378

-

Fair value of the derivative component

-

1,000

-

1,227

31 December

9,407

1,698

11,267

2,034

On 12 July 2013 the Company issued Convertible Notes (the "Notes") in the amount of £9,582,000 of which £7,026,800 was subscribed by Yanggu Xiangguang Copper Co. Ltd ("XGC") and £2,555,200 was subscribed by Orion Resource Partners ("Orion") (formerly RK Mine Finance (Master) Fund II LP ("Red Kite")). The Notes have a term of 18 months to 12 January 2015 (the "Maturity Date") and can be repaid at the election of the Note holder or converted into new ordinary shares of 0.25 pence each in the Company ("Ordinary Shares") at a conversion price of 9 pence per share (the "Conversion Price"). The Notes carry a coupon of 9% per annum in the first 12 months and 11% thereafter.

All outstanding principal and accrued interest of the Notes will automatically convert into new Ordinary Shares at the Conversion Price at the time the Company (or any of its subsidiaries) makes its first drawdown (the "Drawdown Date") from the facility to be made available by senior financial institutions for the restart of operations at the Company's Rio Tinto Copper Project in Andalucía, Spain. If the Notes have not already been converted at 9p and on the Drawdown Date, the volume weighted average price of the Ordinary Shares on AIM over the period of 20 consecutive trading days immediately prior to the Drawdown Date (the "Market Price") is less than the Conversion Price, the Conversion Price will be the Market Price. The Notes are also convertible into Ordinary Shares or redeemable prior to the Maturity Date in other limited circumstances, including a change of control of the Company.

EMED may elect to redeem for cash the principal and accrued interest of the Notes at any time between 12 July 2014 (first anniversary of the date of issue) and the first to occur of the Drawdown Date or Maturity Date upon giving the holders of the Notes not less than 15 business days' notice. A Note holder may choose to convert their Notes into Ordinary Shares rather than have them redeemed but if they do so it will be at a price of 9 pence per share and is not conditional on the Drawdown Date occurring. The Notes benefit from security interests granted by EMED Mining over the share capital of EMED Holdings (UK) Limited and EMED Marketing Limited as well as certain intra-group debts owing to EMED Mining. In addition, EMED Mining and certain of its subsidiaries have undertaken not to further encumber their assets or share capital, save in certain circumstances, including in connection with the proposed senior debt facility required in order to restart operations at the Rio Tinto Copper Project.

The Notes are subject to certain standard events of default following which Note holders may elect to immediately redeem their Notes and accrued interest. Assuming that the Notes convert in full at the conversion price (including the conversion of 18 months' accrued interest) the Note Holders would receive 122,865,679 shares. The Company paid intermediary fees of £192,000 on the issuance of these notes. The Notes are considered hybrid financial instruments comprising a note liability and a conversion feature for Ordinary Shares ("the Conversion Feature"). As the conversion price (9 pence) is denominated in a currency other than the Company's functional currency, the Conversion Feature is considered to be a derivative financial instrument and is measured at fair value through profit or loss.

The Company used the residual method to allocate the net proceeds between the note liability and the conversion feature. Under this method, the fair value of the Conversion Feature was estimated to be £698,000 (EUR 807,000) using the Black Scholes option pricing model; the inputs into the model were as follows:

Share price

£0.058

Exercise price

£0.090

Expected volatility

52%

Expected life

1.5 years

Risk free rate

0.5%

Expected dividend yield

0%

 

GBP

Face value of convertible notes

9,582,000

Intermediary fees

(192,000)

Fair value attributed to the Conversion Feature

(698,000)

Carrying value of convertible Note at 12 July 2013

8,692,000

Accretion

309,266

Carrying value of Convertible Note at 31 December 2013

9,001,266

On December 31, 2013 the fair value of the Conversion Feature was estimated to be £1,698,000 using the Black Scholes option pricing model; the inputs into the model were as follows:

Share price

£0.085

Exercise price

£0,090

Expected volatility

50%

Expected life

1 year

Risk free rate

0.5%

Expected dividend yield

0%

In the condensed, interim consolidated financial statements of 30 September 2013, the Convertible Note was disclosed fully as borrowings and a derivative component was not recognised.

 

 

 

 

23. Trade and other payables

 

THE GROUP

2013

2012

Non-current trade and other payables

Social security*

7,661

7,457

Other payables**

-

461

7,661

7,918

Current trade and other payables

Trade payables

921

2,459

Social security*

1,788

3,599

Other payables**

711

614

Accruals

754

371

VAT

28

282

Tax liability

31

14

Other

231

387

4,464

7,726

THE COMPANY

2013

2012

Current trade and other payables

Accruals

378

346

Other payables

-

74

378

420

 

The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.

 

* Social Security: On 25 May 2010 EMED Tartessus S.L recognized a debt with the Social Security's General Treasury in Spain amounting to €16.9 million that was incurred by a previous owner in order to stop the execution process by Public Auction of the land over which Social Security had a lien. €7.5 million has been repaid to date. Originally payable over 5 years, the repayment schedule was renegotiated in July 2013 with the General Treasury in Spain and was extended until June 2017.

 

** Other payables relate to future land option payments and promissory notes to Rumbo and Inland.

 

24. Acquisition of subsidiaries

 

2013

There were no acquisitions during 2013.

2012

During 2012, the Company acquired a new subsidiary in Spain, Eastern Mediterranean Exploration and Development S.L.U. (see Note 15).

25. Wind-up of subsidiaries

 

During 2013, the board of directors decided to close down Slovenske Nerasty Spol S.R.O (Slovakia), Eastern Meditarranean Resources A,E, (Greece), Eastern Mediterranean Resources (Caucasus) Ltd (Georgia) and Georgian Mineral Development Company Ltd (Georgia).

There were no operations wound-up during 2012.

 

26. Related party transactions

 

The following transactions were carried out with related parties:

26.1 Compensation of key management personnel

The total remuneration of Executive Directors and other key management personnel was as follows:

2013

2012

Directors' fees

881

734

Directors' other benefits

203

325

Former managing director's contractual entitlement upon resignation

461

-

Share option-based benefits to directors

40

42

Key management personnel fees

608

635

Share option-based and other benefits to key management personnel

203

327

2,396

2,063

Share-based benefits

The directors and key management personnel have been granted options as set out in Note 21. Charges in 2013 relate to options issued in prior years which vest over a three-year period.

26.2 Transactions with KEFI Minerals Plc

The Company has an on-going service agreement with its associate, KEFI Minerals Plc, for provision of management and other professional services.

2013

2012

Transactions with KEFI Minerals Plc

119

124

 

26.3 Year-end balances arising from sales of services

2013

2012

Receivable from related party (Note 18):

KEFI Minerals Plc - Associate

77

119

 

The above balances bear no interest and are repayable on demand.

26.4 Transactions with shareholders

2013

2012

XGC - Convertible Note issue

7,535

-

XGC - Accrued interest

352

-

Orion - Convertible Note issue

2,740

-

Orion - Accrued Interest

128

-

Orion - Issuance costs

(231)

-

10,524

-

 

More details on the Convertible Note are in Note 22.

26.5 Year-end balances with shareholders

2013

2012

XGC - Debt component

8,263

-

XGC - Derivative component

1,492

-

Orion - Debt component

3,004

-

Orion - Derivative component

542

-

13,301

-

 

More details on the Convertible Note are in Note 22.

 

27. Contingent liabilities

 

On 23 September 2010, EMED Tartessus ("EMEDT") was notified that the Andalucían Water Authority ("AWA") had initiated a Statement of Objections and Opening of File (the "Administrative File") following allegations by third parties of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine in the winter months of late 2010 and early 2011. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. At that time, the Company owned 33% of the TMF and the owners of the remaining 67% are co-defendants (Rumbo and Zeitung).

In December 2011 the judicial claims were dismissed in the initial discovery phase by the appeals Court (upholding a lower court decision) finding that the controlled discharges of excess rainwater were force majeure events carried out to protect the stability of the TMF, thereby ensuring public safety and protection of the environment (the "Court Decisions").

Given that all judicial claims were dismissed in the very early stages of the court´s investigation, no formal charges were ever made against EMEDT or against any of its Directors or Officers.

Now that the Court Decisions are final, the Administrative File, which can only result in a monetary sanction against the co-defendants, has been re-opened.

On January 2, 2013 EMEDT, Rumbo and Zeitung were notified of a Resolution of Fine and Damages (in a total amount of €1,867,958.39). In February 2013 EMEDT appealed this Resolution and the Court has agreed that the Fine and Damages amount be secured by a mortgage over certain properties owned by EMED until the final decision on the alleged discharges is known.

The Company will continue to defend its actions vigorously. In the Company's view, no "industrial discharge" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment having taken place. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMEDT did all it could under the circumstances to meet its standard of care to protect the environment and public safety under the relevant legislation, as acknowledged in the Court Decisions and it is important to note was the only co-owner to do so.

It is improbable that any fine or sanction will be imposed against EMEDT once the Administrative File, reaches its conclusion in approximately 3-5 years.

On 28 January 2014, EMEDT was notified that the AWA had initiated disciplinary proceedings for unauthorized discharge (the "Disciplinary File") of administrative nature following allegations of the administration of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine during the heavy rains occurred from 7 March to 25 April 2013. The Administration has proposed the amount of €726,933.30 as compensation for alleged damages to the environment ("Public Water Domain") and a fine of between €300,507 to €601,012.

The Disciplinary File has been suspended, following EMEDT petition, until all documents are provided to EMEDT but, in the meantime, EMEDT is preparing a report to challenge the allegations.

As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of €616,200 is payable by the Company to Hellenic Mining Company Ltd one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of €1,027,000 from or in respect of specific exploration tenements.

28. Commitments

 

Spain

There are no minimum exploration requirements at the Rio Tinto Copper Project. However, the Group is obliged to pay municipal taxes which currently are approximately €110,000 per year in Spain and the Group is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.

As part of the consideration for the purchase of land from Rumbo, EMED Tartessus has agreed to pay a royalty to Rumbo subject to commencement of production of $250,000 in each quarter where the average price of LME copper or the average copper sale price achieved by the Group is at least $2.60/lb. No royalty is payable in respect of any quarter where the average copper price for that quarter is below this amount and in certain circumstances any quarterly royalty payment can be deferred until the following quarter. The royalty obligation terminates 10 years after commencement of production.

Commencement of production is defined as being the processing of ore at a rate of nine million tonnes per annum for a continuous period of six months and the date that is 18 months after the first product sales from the Rio Tinto Copper Project.

Additionally, if after seven years from the date of the land purchase, the Group has not obtained all necessary licenses to open and operate the Rio Tinto Copper Project, the land will be sold back to Rumbo for €1. Should the Group sell the land prior to this date to a third party, Rumbo shall be paid €5.5 million and the above mentioned royalty novated to the third party.

EMED Tartessus has entered into a 50/50 joint venture with Rumbo to evaluate and exploit the potential of the class B resources in the tailings dam and waste areas at the Rio Tinto Copper Project. Under the joint venture agreement, EMED Tartessus will be the operator of the joint venture, will reimburse Rumbo for the costs associated with the application for classification of the Class B resources and will fund the initial expenditure of a feasibility study up to a maximum of €2 million. Costs are then borne by the joint venture partners in accordance with their respective ownership interests. Half of the costs paid by EMED Tartessus in connection with the feasibility study can be deducted from any royalty which may fall due to be paid.

At the Rio Tinto Copper Project, the Group has four year options with each of Zeitung and Inland for the purchase of certain land plots adjacent to the mine at a purchase price of €4.202 million (expiry date 31 July 2016) and €4.648 milion (expiry date 2 August 2016) respectively. The Zeitung option requires an annual option payment from the Group of €119,500 and the Inland option requires an annual payment of €130,500 which is deductible from the purchase price. In each case, half of the purchase price can be made by the issue of share in EMED Mining based on a weighted average market price at the time of the purchase.

Slovakia

Annual tenement rental fees for 2013 are in the order of €58,000 this year. EMED has met its obligations to date. All annual technical and financial reports have been submitted on time.

 

Other

In Cyprus, there are no exploration commitments required and tenement rentals are approximately €30,000 per annum.

29. Events after the reporting period

 

The Ministry of Environment of the Government of Andalusia (the "Ministry") issued the Dictamen Ambiental on 19 February 2014. The release of the Dictamen is a significant milestone in the completion of the approval process for the Unified Environmental Plan ('Autorizacion Ambiental Unificada' or the 'AAU'). The Dictamen Ambiental contains the draft conditions which may be included in the final AAU subject to fonal review by the Ministry.

The Company and its consulting experts completed their review of the Dictamen conditions and have made a submission to the Ministry of Environment on certain aspects. The Ministry is considering this submission along with any others they may have received prior to issuing the AAU in the coming weeks. The issue of the AAU will then clear the way for the grant of Administrative Standing which will allow the Project to move forward. As at the date of this report, the AAU and conditions attached thereto have not been released.

On 20 March 2014, Mr Isaac Querub was appointed as Managing Director and CEO of the Company and Vice President of EMED Tartessus. In addition, Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED with effect from 14 April 2014. On the same day, Messrs Rodney Halliday and John Leach resigned as interim Managing Director/CEO and Executive Director of the Company respectively. Mr Leach continues as the Company's Chief Financial Officer.

Messrs Querub and Lavandeira have each been granted options over six million ordinary shares under the Company's share option plan which are exercisable at 12p per share and expire 5 years from the date of grant. The options vest in three equal tranches on the first, second and third anniversaries of the date of grant. In addition, it is proposed that, subject to shareholder approval and the approval of the TSX, Mr Querub and Mr Lavandeira will each be issued two million ordinary shares in the Company at par (0.25p per share). These shares will be held in escrow and released to Mr Querub and Mr Lavandeira once they have been employed by the Company for two years or if their service agreements are terminated for certain specified reasons. Shareholder approval for the above proposed issues of shares will be sought at the Company's Annual General Meeting to be held in 2014.

There were no other events after the reporting period, which would have a material effect on the consolidated financial statements.

 

   

MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND OPERATIONS ANNUAL 31 DECEMBER 2013

This Management's Discussion and Analysis ("MD&A") of financial condition and results of operations should be read in conjunction with the audited annual consolidated financial statements and related notes thereto of EMED Mining Public Limited (the "Company" or "EMED Mining") and its subsidiaries (together "EMED" or "Group") for the year ended 31 December 2013. The audited annual consolidated financial statements and related notes on which the MD&A are based have been prepared in accordance with the International Financial Reporting Standards ("IFRS").

This report which is dated 27 March 2014 and the Company's other public filings, including its most recent Annual Information Form, can be viewed via the SEDAR website (www.sedar.com).

Cautionary Statements Regarding Forward Looking Statements

This MD&A contains "forward‑looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, and the Group and its projects, the future price of metals, the estimation of ore reserves and mineral resources, the conversion of mineral resource estimates to ore reserve estimates, the realization of ore reserve estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcomes of pending litigation and/or regulatory matters. Often, but not always, forward‑looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Accordingly, readers should not place undue reliance on forward‑looking statements.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on facts and assumptions that management considers reasonable. The material assumptions upon which such forward-looking statements are based include, among others, that: the grant of Administrative Standing (as defined herein) will be obtained; all other regulatory approvals and authorizations from the Andalucía Government and departmental ministries will be obtained; additional lands needed to develop and commence operations at the Rio Tinto Copper Project will be successfully expropriated or commercial settlements with landowners will be reached; requisite shareholder approval for project re-start will be obtained; definitive documentation for project financing will be completed; regulatory and political views regarding the Rio Tinto Copper Project will remain positive and unchanged; the demand for copper will develop as anticipated; that the price of copper will remain at levels that render the Rio Tinto Copper Project economic; the mineral resource and reserve estimates as disclosed in the Rio Tinto Technical Report (as defined herein) will be realized; and that there are no material unanticipated variations in the production, capital cost and economic estimates as disclosed in the Rio Tinto Technical Report.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and/or its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward‑looking statements. Such factors include, among others: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; the future cost of capital to the Company; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability, terrorism, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended 31 December 2013 (the "AIF") available under the Company's profile on SEDAR at www.sedar.com .

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‑looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward‑looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update any forward‑looking statements, whether as a result of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that forward‑looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

Reconciliation Note between JORC and CIM Standards

This MD&A may contain disclosure of mineral resources and ore reserves using the Australasian Code for Reporting of Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Mineral Council of Australia, as amended ("JORC"). While the technical disclosure on the Company's material properties in this MD&A has been prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") of the Canadian Securities Administrators, the estimates of mineral resources and ore reserves are disclosed using the categories under JORC. There is no material difference between JORC and The Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") Definition Standards for Mineral Resources and Mineral Reserves" adopted by the CIM Council on 11 December 2005. 

History and Strategy

EMED Mining (AIM: EMED, TSX: EMD) is committed to the development of metal production operations in Europe, with an initial focus on copper and gold. The strategy is to evaluate and prioritise metal production opportunities in several jurisdictions throughout the well-known belts of base and precious metal mineralisation in the European region.

In Spain, the Group's Rio Tinto Copper Project ("PRT") provides an excellent opportunity to bring a large copper mine back into production at a relatively low total cost as it already has an established open-pit mine, processing plant and other infrastructure. Other mineral deposits on the same property are also earmarked for potential redevelopment and a drilling program is planned to coincide with the restart of the Cerro Colorado Open Pit operations.

In Slovakia, the Biely Vrch deposit at the Group's Detva Gold Project is a potential greenfields development of an open-pit gold mine.

EMED Mining has interests in Cyprus via its 95%-owned subsidiary, and in Saudi Arabia and Ethiopia via 8.6%-owned associate KEFI Minerals Plc. In Ethiopia, KEFI acquired a 75% interest in the issued share capital of Nyota Minerals (Ethiopia) Limited, holder of the Tulu Kapi exploration licence and surrounding exploration licences in Ethiopia. In Saudi, via its 40% interest in a joint venture with local partner (Abdul Rahman Saad Al-Rashid & Sons Company Limited ("ARTAR") has 23 Exploration Licence Applications (ELAs), of which 4 have been granted.

The main priority for the short term is to safely and efficiently start copper production at the Rio Tinto Copper Project once EMED Mining has obtained necessary approvals and financed the start-up.

 

Overview of Operations and Significant Events

The Company, listed on AIM in May 2005 and on the TSX in December 2010 continues to be dependent upon cash generated from equity financings to fund its activities.

The ownership of the Company consists of substantial international mining investment specialists including the following:

· The Board and senior management who come from Australia, Canada, Europe and China include mining engineers, metallurgical engineers, financiers and management specialists with extensive experience in project development and operations;

· Astor Management AG ("Astor"), a large Swiss-based metals and commodities investments group.

· Rand Merchant Bank ("RMB"), a large South African mining bank with specialist mine investment teams based in Australia, United Kingdom and the United States of America;

· RBC Asset Management, a leading Canadian funds management company;

· Resource Capital Fund IV L.P. ("RCF"), the world's largest group of mine development investment funds, is based in the United States of America with offices in Australia and Canada;

· Orion Resource Partners ("Orion") (former RK Mine Finance (Master) Fund II LP ("Red Kite")), a New York based copper trading and investment company;

· Yanggu Xiangguang Copper Co. Ltd ("XGC"), a large copper smelting group based in China which has agreed to be a cornerstone customer and project financier for the Rio Tinto Copper Project; and

· Rumbo 5-Cero S.L. ("Rumbo"), part of an established diversified Andalucían investment group.

 

During the year the following developments are particularly noteworthy:

 

Spain - Rio Tinto Copper Project:

o An updated NI 43-101 Independent Technical Report was published in February 2013, reporting that capital and operating cost estimates were consistent with recent guidance published by the Company. These estimates now form the basis for detailed finance planning with principal financiers;

o In April 2013 the Andalusian Government's Department of Industry formally notified the Company of the remaining conditions necessary for the transfer on mineral rights and the granting of Administrative Standing. These conditions required a report from the Government's independent technical agency - CEDEX, on the viability of the Project taking into account a proposed new tailings management system. The CEDEX Report supporting the new tailings management system was received in July 2013. The Report included the formal issuance of an "independent opinion of viability" by the Government's independent technical expert CEDEX;

o The Company completed and lodged the reports requested by the Andalusian Government's Departments of Industry and Environment reflecting proposed changes to the Tailings Management System. These changes were the subject of a thirty day public viewing in September/October 2013;

o In January 2014, the Department of Environment (CAPMA) issued the Environmental Compatibility Report of the PRT, addressed to the Department of Industry, indicating that the Project is compatible with applicable environmental legislation. In February 2014, CAPMA issued the corresponding DICTAMEN AMBIENTAL, which is the preliminary step towards the final resolution on the Unified Environmental Authorisation ("AAU") and opened another public viewing period, which closed on 17 March2014. CAPMA is currently studying the allegations presented and is drafting the definite resolution on the AAU, which is anticipated to be received in the coming weeks;

o The Department of Industry is now waiting for the AAU to be issued by CAPMA. The issuance of the AAU will then clear the way for the grant of Administrative Standing which will allow the Project to move forward;

o For the year ended 31 December 2013 Administrative procedures for the additional ancillary permits, such as plant inspections to check all existing plant and equipment to ensure compliance for certification purposes with safety and other standards, have commenced. The Company has put in place the required civil liability insurance policy for the tailings facility

 

Spain - Other Rio Tinto Copper Projects

o The Andalusian Government completed the public comment period for the "Class B Resources" - the recycling of precious-metal rich tailings via the Company's joint venture with local investment group Rumbo. In regards to exploration potential, the Company reported its successful application for the Aguilas Two Exploration Licence located 8 kilometres from the PRT. Combined with the Company's other ancillary local mineral concessions, this reinforces the Company's 100%-ownership of the tenements for the PRT and surrounding district;

Slovakia- Detva Gold Project

o Following a successful and cost-effective exploration program which led to the gold discovery at Biely Vrch, Central Slovakia, in late 2006, the Ministry of Economy in 2010 officially recognised the national significance of this discovery by declaring it a protected deposit area and in early 2011, EMED Slovakia submitted an application for the designation of a Mining Lease Area ("MLA") over the Biely Vrch Gold Deposit. The Company has since been requested to submit further documentation, including a full Environmental Impact Assessment. Given that these requirements are beyond the lawful procedures of the legislation in force, the Company is reviewing its options. The permitting process has now been suspended and activity in Slovakia has been reduced to essentially an administrative level pending resolution of these matters.

Corporate

o As previously reported, on 12 July 2013 the Company issued Convertible Notes (the "Notes") in the amount of £9,582,000 (of which £7,026,800 was subscribed by XGC and £2,555,200 was subscribed by Orion).

o On 12 August 2013, Mr Jasper Bertisen resigned as a Director of the Company.

o On 19 September 2013, Mr Harry Anagnostaras-Adams resigned as Managing Director and CEO of the Company and Mr Rodney Halliday was appointed as interim Managing Director and CEO of the Company. On the same day, Dr Jose Sierra Lopez, non-executive Director of EMED, was appointed as the Chairman of EMED Tartessus.

o On 17 December 2013, the Company raised £5.5 million (before expenses) by way of a private placement of 68,750,000 new ordinary shares of 0.25 pence each at an issue price of 8 pence each.

o On 20 March 2014, Mr Isaac Querub was appointed as Managing Director and CEO of the Company and Vice President of EMED Tartessus. In addition, Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED with effect from 14 April 2014.On the same day, Messrs Rodney Halliday and John Leach resigned as interim Managing Director/CEO and Executive Director of the Company respectively. Mr Leach continues as the Company's Chief Financial Officer.

o The Company replaced the proposed copper pre-sale funding arrangement to pursue a more traditional project financing arrangement with a consortium of banks to provide finance of up to $200 million. Such finance will be subject to finalisation of definitive documentation, receipt of all permitting for the Rio Tinto Copper Project and the usual lender due diligence, among other things.

 

Mineral Exploration and Development Property Interests

Spain - Rio Tinto Copper Project

EMED Mining, via its wholly-owned subsidiary EMED Tartessus, owns 100% of the Rio Tinto Copper Project in Andalucía, Spain. The Group is the owner of the mine, the mineral rights and the processing plant and is complying with all regulatory requirements in order to be awarded the permits necessary to commence construction and ultimately the restart of operations. For construction, the required permits are principally the AAU and the AS. For operations, the required permits are principally the Final Restoration Plan and approval of the operating project (the "Mining Permit" or "Exploitation Permit").

As detailed in the updated NI 43-101 Technical Report issued February 2013, key anticipated production parameters for the Rio Tinto Copper Project are:

· Ramp-up to a 9 million tonne per annum ("tpa") throughput over a two-year period;

· Open-pit mine with average waste-to-ore strip ratio of ~ 1.1 to 1;

· Contained copper-in-concentrate averaging ~37,000 tpa;

· Measured and Indicated Resources = 203 million tonnes at 0.46% copper, containing 933,000 tonnes of copper (inclusive of Ore Reserves);

· Ore Reserves = 123 million tonnes at 0.49% copper, containing 600,000 tonnes of copper; Mine life > 14 years;

· Project cost estimates will require refinement when permitting conditions are finalised and after detailed engineering is duly completed and procurement arranged.

Steps to Restart Copper Production

Mining activities relating to the Rio Tinto Copper Project are the responsibility of the Autonomous Communities of Spain (i.e. administrative regions consisting of one or more provinces and having political powers, their own democratically elected parliaments, their own cabinets and legislate and execute policies in areas such as housing, infrastructure, environment, mining and industry, health and education. The federal government still retains jurisdiction for all matters affecting the country as a whole, such as defence, foreign affairs, social security, taxes and justice), which in the case of the Rio Tinto Copper Project is Andalucía. The provincial government within those regions is the province of Huelva.

For the Rio Tinto Copper Project, the Director General of the Ministry of Economy, Innovation, Science and Employment ("CEICE", as it is now known) of the Junta de Andalucia (the "Andalucian Government") is the substantive regulatory body that has the authority to approve the restart of mining operations which requires the granting of Administrative Standing (administrative approval of the transmission of the mineral rights held by EMED since 2007), approval of the Final Restoration Plan (to be updated once final AAU conditions are known) and the operating license ("Mining Permit"). This is the case except for explosive permits which are governed by the Central Government of Spain.

Approvals are also required from:

(i) The Director General of the Ministry of Environment for AAU which includes the Environmental Impact Statement ('EIS')

(ii) The Huelva Territorial Delegation of the Ministry of Culture ("Culture") as various project lands are listed as cultural heritage sites, and

(iii) The Director General of the Ministry of Mining for the final restoration plan and the mining plan.

 

The steps to restarting production at the Rio Tinto Copper Project are briefly summarised as follows; Receipt of the AAU, Administrative Standing, approval of the Final Restoration Plan, bonding and granting of the Mining Permit. In this regard:

· The AAU was resubmitted in February 2012. As required by administrative procedure, following the submission of the Completed Reports, an Addendum to the Company´s AAU in the form of an EIS covering the changes was submitted for public review which concluded on October 19 2013. This period was extended for 15 days following a petition of Ecologistas en Acción on the basis that information they requested was not provided until 16 October 2013.

· The Ministry of Environment of the Government of Andalusia issued the Dictamen Ambiental on 19 February 2014. The Dictamen Ambiental contained the draft conditions, which subject to public review and subject to final review by the government, are to be included in the AAU.  

· Once all review processes are finalised, the Company expects to receive its AAU authorisation subject to certain conditions which it believes will have been taken into account in project planning.

· Once the AAU is approved, the Final Restoration Plan can be updated to reflect any final conditions contained in the AAU.

· The only material aspect of project approval under discussion related to conditions to be attached to the operation and closure of the tailings deposit, and to this end, the Completed Reports were submitted in accordance with the recommendations of the Centre of Public Works Studies and Experimentation ("CEDEX"), Spain´s national civil engineering review agency.

· The technical team has expanded the water management and environmental plans to reflect the enlarged land footprint and the Government's new river management policies. The relevant water concession application has been submitted.

· The Company received conditional approval from Culture in December 2010 which must now be updated to take into account the expanded restoration footprint.

· The processing of ancillary ordinary-course of business permits has also been scheduled in keeping with the planned timetable to production.

The restart is expected to be relatively straightforward from an operational perspective, with an established infrastructure and processing facility that can be restarted, upon the incorporation of mining industry improvements that have been developed over the past 20 years. It is also anticipated that the following project features will also be revised in due course after exploration drilling has been conducted:

· Ore Reserves (Proven and Probable - 123 million tonnes at 0.49% copper, containing 600,000 tonnes of copper) are currently based on a cut-off grade of 0.2% copper which was derived using a copper price of $2.00/lb ($4,400/tonne). In due course, this needs re-optimisation in light of the planned drilling within the open pit;

· Mineral Resources (Measured plus Indicated - 203 million tonnes at 0.46% copper, containing 933,000 tonnes of copper) which was derived using a copper price of $3.00/lb ($6,600/tonne) for the Cerro Colorado open pit. This needs updating in light of the planned drilling of the open pit and the underground deposits on the property.

 

Selected Financial Data

The table below summarises selected consolidated financial information for the Group's audited consolidated financial statements for the years ended 31 December 2013, 2012 and 2011.

As at and for the year ended

31 Dec 2013

As at and for the year ended

31 Dec 2012

As at and for the year ended

 31 Dec 2011

Exploration expenses

(581)

(1,201)

(1,427)

Care and maintenance expenses

(3,641)

(5,638)

(4,449)

Other operating expenses

(5,496)

(4,509)

(3,832)

Other income

123

126

117

Net foreign exchange losses

(396)

(172)

(363)

Net finance costs

(2,460)

(488)

(1,180)

Share of loss from associate

(58)

(136)

(266)

Tax

(6,412)

543

1,733

Loss for the year

(18,921)

(11,475)

(9,667)

Basic and fully diluted loss per share (cents)

(1.6)

(1.2)

(1.4)

Total assets

77,231

79,593

51,830

Total liabilities

(25,426)

(15,644)

(15,901)

The Group recorded a consolidated loss of €18.9 million (or (1.6) cents per share) for the year ended 31 December 2013, compared with a consolidated loss of €11.5 million (or (1.2) cents per share) for the year ended 31 December 2012, an increase of €7.4million. The increase is mainly due to the derecognition of the deferred tax asset of €7 million on 31 December 2013, as a result of management's continuous monitoring of the Project status against criteria set out in the applicable accounting standard.

During the year ended 31 December 2013, the Group expended €0.6 million (2012: €1.2 million; 2011: €1.4 million) on exploration expenditure, representing geological costs, social license costs and tenements. The reduction is due to lower activity in Slovakia. In accordance with the Group's accounting policy all exploration expenditure is written off when incurred.

During the year ended 31 December 2013, the Group also expended €3.6 million (2012: €5.6 million; 2011: €4.4 million) on care and maintenance of the Rio Tinto Copper Project. The decrease in expenditure is due to cost cutting measures and lower activity in Spain and represents expenditure in relation to such items as professional services, staff costs, site security costs, electricity and pumping costs.

Other operating expenses for the year ended 31 December 2013 at €5.5 million (2012: €4.5 million; 2011: €3.8 million), represent corporate costs and include outlays associated with a listed public company such as shareholder communications, legal costs, on-going listing costs and fees, administrative salaries and travel. The increase is mainly due to additional legal and other costs associated with the preparation of project finance support documentation, the write-off of the Slavia Tools option payment in Slovakia due to the slowdown of the Slovakian operations and the pay-out entitlement on the resignation of the former Managing Director. 

Net foreign exchange losses recorded during the year were the result of movements in exchange rates on cash and the Convertible Note balances held by the Company. Net foreign exchange losses increased mainly due to the Convertible Note which is denoted in sterling pounds (2013: €0.4 million; 2012: €0.2 million; 2011: €0.4 million).

Net finance costs for the year ended 31 December 2013 were €2.5 million (2012: €0.5 million; 2011: €1.2 million). This relates mainly to interest paid on the debt to the Department of Social Security of €0.3 million, the Convertible Note accrued interest of €0.5 million and the loss on fair value on conversion of the Convertible note and accretion expense of €1.6 million (2012: €0.5 million - interest on debt to Department of Social Security; 2011: €0.5 million on interest on debt to Department of Social Security and €0.7 million interest on previous Convertible loan which was repaid on 31 December 2011).

 

Total assets were €77.2 million as at 31 December 2013, compared to €79.6 million as at 31 December 2012 (31 December 2011: €51.8 million), a decrease of €2.4 million from 2012. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Project. The overall decrease in assets during the year was mainly due to an increase in property plant and equipment (up by €3.6 million) and intangible assets (up by €3.0 million), cash and cash equivalents (up by €1.0 million), deferred tax asset (down by €6.4 million), and trade and other receivables (down by €3.6 million).

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Project upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €7.5 million to 31 December 2013 (31 December 2012: €5.9 million; 31 December 2011: €4.3 million), in accordance with the agreed repayment schedule. The balance outstanding at 31 December 2013 is €9.4 million. Originally payable over five years, the repayment schedule was renegotiated in July 2013 with the General Treasury in Spain and was extended until June 2017.

The liens had been granted as a form of security interest against Rio Tinto Copper Project landholdings to secure the payment of the debt owed to the Department of Social Security by a previous owner, Minas de Rio Tinto S.A. ("MRT"). EMED Tartessus has always been aware of the liens, which were a result of unpaid social security obligations of MRT. Full repayment of this debt is considered as part of the cost to re-start production at the Rio Tinto Copper Project and has been reflected in the financial statements as a land acquisition cost.

Receivables as at 31 December 2013 are €0.7 million (2012: €4.3 million; 2011; €1.4 million) of which €0.5 million (2012: €3.7 million; 2011: €0.6 million) relates to VAT due from authorities in Cyprus and Spain, deposits and prepayments of €0.1 million (2012: €0.5 million; 2011: €0.7 million) and amounts due from a related party an amount of €0.1 million (2012: €0.1 million; 2011: €0.1 million).

Current liabilities stood at €4.5 million as at 31 December 2013 (2012: €7.7 million; 2011: €4.8 million). Accounts payable decreased by €3.2 million at 31 December 2013 principally as a result of a decrease of €1.5 million in trade payables and a decrease of €1.8 million in the current portion of the debt with the Department of Social Security (reclassified to long term after the repayment schedule was renegotiated in July 2013).

The Group's deferred tax asset on 31 December 2013 was nil (2012: €6.4 million; 2011: €5.8 million), as a result of the derecognition of the deferred tax asset of €7 million on 31 December 2013. This is due to management's continuous monitoring of the Project status against criteria set out in the applicable accounting standard.

 

Summary of Quarterly Results

The Company has prepared unaudited condensed interim consolidated financial statements for the quarters ended 31 March 2012, 30 June 2012, 30 September 2012, 31 March 2013, 30 June 2013,30 September 2013 and 31 December 2013.

 

As at and for the 3 months ended 31 Mar 2012

As at and for the 3 months ended 30 Jun 2012

As at and for the 3 months ended 30 Sep 2012

As at and for the 3 months ended 31 Dec 2012

As at and for the 3 months ended 31 Mar 2013

As at and for the 3 months ended 30 Jun 2013

As at and for the 3 months ended 30 Sep 2013

As at and for the 3 months ended 31 Dec 2013

1Q12

2Q12

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

Exploration expenses

(246)

(255)

(399)

(301)

(220)

(142)

(99)

(120)

Care and maintenance expenses

(1,308)

(1,322)

(2,118)

(890)

(1,216)

(827)

(1,012)

(586)

Share-based benefits

(68)

(34)

(49)

-

(36)

(26)

(31)

(30)

Other operating expenses

(1,488)

(1,122)

(905)

(843)

(1,404)

(808)

(1,985)

(1,176)

Other income

-

65

30

31

-

62

-

61

Net foreign exchange (loss)/gain

(99)

143

(144)

(72)

(123)

(27)

(300)

54

Net finance costs

(122)

(124)

(122)

(120)

(105)

(68)

(338)

(1,949)

Share of results of associates

(66)

(70)

-

-

-

-

(58)

-

Tax credit/(charge)

443

584

551

(1,035)

106

215

65

(6,798)

Loss for the period

(2,954)

(2,135)

(3,156)

(3,230)

(2,998)

(1,621)

(3,758)

(10,544)

Loss per share (cents)

(0.34)

(0.21)

(0.32)

(0.33)

(0.25)

(0.14)

(0.32)

(0.89)

 

In 4Q13 the Group recorded a consolidated loss of €10.5 million, compared with a 3Q13 loss of €3.8 million, a 2Q13 loss of €1.6 million and €3 million loss for 1Q13. The increase in the loss in 4Q13, as compared to 3Q13, was mainly due to the derecognition of the deferred tax asset of €7 million, the loss on fair value on conversion of the Convertible Note and accretion expense of €1.6 million and decreases in care and maintenance and other operating expenditure, the details of which are set out below.

During 4Q13, the Group expended €0.1 million on exploration expenditure (3Q13: €0.1 million; 2Q13: €0.1 million; 1Q13: €0.2 million). Exploration expenditure was relatively constant throughout these periods and was largely attributable to exploration activities in Slovakia.

During 4Q13, the Group expended €0.6 million on care and maintenance at the Rio Tinto Copper Project (3Q13: €1.0 million; 2Q13: €0.8 million; 1Q13: €1.2 million). Expenditure varied between quarters primarily due to seasonal factors but overall there was a decrease in care and maintenance over previous years due to cost cutting measures.

Other operating expenses for 4Q13 amounted to €1.2 million (3Q13: €2.0 million; 2Q13: €0.8 million; 1Q13: €1.4 million). These costs represent corporate costs and include outlays associated with a listed public company such as on-going listing costs and fees, shareholder communications, legal costs, administrative salaries and travel. The increase from 2012 is mainly due to additional legal and other costs associated with the preparation of project finance support documentation, the write-off of the Slavia Tools option payment in Slovakia due to the slowdown of the Slovakian operations of €0.34 million and the pay-out entitlement on the resignation of the former Managing Director of €0.5 million. The variance between the quarters in 2013 is mainly due to the timing differences of costs incurred.

Net finance costs for 4Q13 were €1.9 million (3Q13: €0.3 million; 2Q13: €0.1 million; 1Q13: €0.1 million). The increase in 3Q13 relates to the accrued interest on the Convertible Note. The increase in 4Q13 relates to the accrued interest on the Convertible Note, and the loss on fair value on conversion of the Convertible Note and accretion expense of €1.6 million.

 

 

Financing Activities

Statement of Cash Flows Summary

 

 

For the

year ended

 31 Dec 2013

For the

year ended

31 Dec 2012

Cash flows used in operating activities

(9,941)

(14,791)

Cash flows used in investing activities

(6,755)

(16,747)

Net cash flows from financing activities

17,727

31,322

Net increase/(decrease) in cash and cash equivalents

1,031

(216)

 

In 2013, cash flows used in operating activities decreased mainly due to a decrease in trade and other receivables, and the VAT refund from the Spanish authorities on land purchased for the Rio Tinto Copper Project.

In 2013, cash flows used in investing activities comprised a €3.7 million investment in property plant and equipment (2012: €13.3 million) and €3.0 million investment in intangible assets (2012: €3.4 million).

In 2013, cash flows from financing activities were mainly due to a net of €6.6 million from share issues (31 December 2012: €31.3 million) and £9.6 million from the issue of the Convertible Note to XGC and Orion (31 December 2012: €nil million).

The gross equity raisings since the Company's inception in September 2004 are summarised in the table below in chronological order:

(All amounts in million)

Number of Ordinary

Shares Issued

 

 

Issue

Price

 

Gross Proceeds

 C$

 

Gross ProceedsGBP

 

Gross Proceeds€

UK IPO - May 2005

52,430,555

GBP 0.05-0.08

5.0

3.1

4.2

 

UK Placement - March 2006

12,000,000

GBP 0.125

2.4

1.5

2.5

 

UK Placement - November 2006

20,850,000

GBP 0.085

2.9

1.8

3.0

 

UK Placement - May 2007

33,333,334

GBP 0.120

6.4

4.0

5.4

 

UK Placement - September2007

20,588,000

GBP 0.170

5.6

3.5

4.8

 

UK Placement - May 2008

50,000,000

GBP 0.200

16.0

10.0

12.7

 

MRI placement - September2008

39,140,000

GBP 0.210

13.1

8.2

10.3

 

UK Placement - August 2009

38,170,001

GBP 0.075

4.6

2.9

3.3

 

UK Placement - December 2009

27,727,273

GBP 0.110

4.9

3.1

3.4

 

UK Placement - May 2010

83,571,429

GBP 0.105

14.0

8.8

10.1

 

Canadian IPO - December 2010

180,970,000

C$ 0.135

24.6

15.4

18.3

 

UK Placement - December 2010

60,126,386

GBP 0.085

8.1

5.1

6.0

 

Canadian Option - January 2011

18,145,500

C$ 0.135

2.4

1.5

1.8

 

Convertible Note - December 2011

145,504,458

GBP 0.041

9.6

6.0

7.2

 

XGC Placement - March 2012

105,378,159

GBP 0.090

15.2

9.5

11.4

 

XGC Placement - August 2012

32,247,662

GBP 0.100

5.1

3.2

4.1

 

Canadian/UK Placement - August 2012

41,672,243

GBP 0.085

5.7

3.6

4.5

 

Rumbo Placement - August 2012

48,549,234

GBP 0.089

6.9

4.3

5.5

 

Inland Placement - August 2012

18,511,675

GBP 0.107

3.2

2.0

2.5

 

Orion Placement - Nov./Dec. 2012

63,829,787

GBP 0.148

15.1

9.5

11.7

 

UK Placement - December 2013

68,750,000

GBP 0.080

8.8

5.5

6.6

 

Total

179.6

112.5

139.3

 

Note: Currency conversion based on an exchange rate of C$1.00 = GBP0.6268.

 

In particular, equity raisings as from 1 January 2011 were as follows:

In January 2011, and as a result of a subsequent exercise of the over-allotment option granted to the Company's Canadian Agents, on its Canadian Initial Public Offering, C$2.4 million (GBP1.5 million) was raised.

On 28 December 2011 RCF and RMB converted the outstanding principal amount of the Convertible Note of US$8.5 million into new ordinary shares at the conversion price of 4.13 pence per ordinary share and a total of 145,504,558 new ordinary shares were issued.

In March 2012, the Company completed a private placement with XGC, for an aggregate funding package of US$30 million. XGC provided US$15 million equity by subscribing for 105,378,159 new ordinary shares in the Company at a price of 9 pence per share, representing a 10% ordinary equity position on a fully diluted basis.

XGC also provided a conditional agreement to underwrite or arrange a standby loan facility of US$15 million in connection with the restart of commercial production at the Rio Tinto Copper Project. In August 2012, XGC made an additional investment of US$5 million by subscribing for 32,247,662 ordinary shares of 0.25 pence at a price of 10 pence per share bringing its interest in the Company to 11% on a fully diluted basis. EMED Marketing Limited granted XGC off-take rights over 30% of current reported copper reserves, at market prices.

In August 2012 the Company purchased land plots from Rumbo covering part of the tailings dams at the Rio Tinto Copper Project for €10 million, €4.5 million in cash and €5.5 million by the allotment of 48,549,234 new ordinary shares of 0.25p each at 8.98 pence per share. The cash portion was funded by a private placement in Canada and the UK of 41,672,243 Ordinary Shares at a price of GBP0.085 per Ordinary Share raising total proceeds of €4.5 million.

Also in August 2012, the Company purchased land plots covering the main tailings dam wall at the Rio Tinto Copper Project from Inland Trading 2006, S.L. ("Inland"), for €5 million, €1 million in cash, €1.5 million payable in cash in eight equal instalments over a period of 24 months and €2.5 million by the allotment of 18,511,675 new ordinary shares of 0.25p each in at 10.7 pence per share.

In addition, EMED Mining has been granted options by Inland and Construcciones Zeitung, S.L. ("Zeitung") to acquire additional plots of land in the surrounding district (the "Option Lands"), exercisable within four years at an aggregate price of €9 million. The Option Lands are of interest to the Company because of the scale of potential expansion in the longer term.

The land plots acquired from Rumbo were necessary for the restart of operations at the Rio Tinto Copper Project and those plots acquired from Inland, which cover part of the main tailings dam wall, together with the Option Lands, satisfy all of the project's needs for tailings deposition from proposed operations along with the potential expansion thereof in the shorter term.

On 14 November 2012, the Company completed an agreement with a cornerstone customer, Orion, for an aggregate funding package of US$50 million. The agreement comprised an investment by Orion of US$15 million (approximately £9,447,000) in the Company by way of a subscription for a total of 63,829,787 new ordinary shares of 0.25 pence each at a price of 14.8 pence per share (equivalent approximately to US$0.235) and a conditional agreement to underwrite or arrange a standby loan facility of US$35 million in connection with the restart of commercial production at the Rio Tinto Copper Project. The Company granted to Orion initial off-take rights of 13.5% over the Rio Tinto Copper Project's copper production based on current reported life of mine reserves which can increase to 27% if the standby loan facility is used.

On 23 December 2013, the Company completed a private placement of 68,750,000 Ordinary Shares at a price of GBP0.08 per Ordinary Share. The total proceeds received from the private placement were approximately €6.6 million.

Liquidity

The Group is in the exploration and development stage and as such does not generate revenue from operations. It is the Group's goal to reach producer status and generate revenues that will significantly enhance the value of the Group and reduce the need for equity type funding to maintain its liquidity.

Financial and commodity markets continue to show volatility due to uncertainty. Nonetheless, the outlook for copper has remained positive. It is important to recognise that, while the Group is still reliant on equity funding, the commissioning of one of the Group's projects, and in particular the Rio Tinto Copper Project would move EMED into the producer category quite quickly, given the anticipated short start-up time once governmental approvals have been obtained. Upon the grant of the relevant government approvals, the Group will commence the restart at the Rio Tinto Copper Project and will need to secure additional project financing.

The Company replaced the proposed copper pre-sale funding arrangement to pursue a more traditional project financing arrangement with a consortium of banks well experienced in providing finance of this type. The banking consortium proposal is for a financing of up to $200 million and discussions on the detailed terms are well advanced. Such finance will be subject to finalisation of definitive documentation, receipt of all permitting for the Rio Tinto Copper Project and the usual lender due diligence, among other things.

Contractual Obligations

The following table lists, as of 31 December 2013, information with respect to the Group's known contractual obligations: 

Contractual obligations

 

Total

Less than

1 year

1 - 2

years

3 - 5

years

Convertible Note

11,962

-

11,962

-

Debt with Department of Social Security (Spain)

9,449

1,788

6,113

1,548

Debt regarding purchase of land (Spain)

711

711

-

-

Trade and other payables

1,965

1,965

-

-

Total contractual obligations

24,087

4,464

18,075

1,548

 

Contingent Contractual Obligations

Acquisition of the remaining 49% of the Rio Tinto Copper Project

53,000

8,833

17,666

26,501

 

The following table lists, as of 31 December 2012, information with respect to the Group's known contractual obligations:

Contractual obligations

 

Total

Less than

1 year

1 - 2

years

3 - 5

years

Debt with Department of Social Security (Spain)

11,056

3,599

5,024

2,433

Debt regarding purchase of land (Spain)

1,075

614

461

-

Trade and other payables

3,513

3,513

-

-

Total contractual obligations

15,644

7,726

5,485

2,433

 

Contingent contractual obligations

Acquisition of the remaining 49% of the Rio Tinto Copper Project

53,000

8,833

17,666

26,501

 

 

 

Astor Management AG ("Astor") (formerly MRI) Acquisition Agreement

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Project) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Investment AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of the Rio Tinto Copper Project) to be paid by the Group over six or seven years (at the option of the Company).

This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Project has been granted and the Group has secured project finance and is able to draw down funds under such facilities.

In consideration for agreeing to pay the deferred cash settlement over six or seven years and for MRI's consent to the arrangements that were entered into in connection with the Convertible Note (now repaid), the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the deferred consideration payment period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb). On 11 November 2011, MRI novated its right to be paid the deferred consideration to Astor.

As security for the obligation on EMED Tartessus to pay the deferred consideration to Astor, EMED Holdings (UK) Limited has granted a pledge to MRI Resources AG (part of the Astor Group) over the issued capital of EMED Tartessus and the Company has provided a parent company guarantee.

The funds required to make these payments, should EMED proceed with the restart of the Rio Tinto Project, would be sourced from senior project debt and from project cash flow.

Convertible Note

On 12 July 2013 the Company issued Convertible Notes (the "Notes") in the amount of £9,582,000 of which £7,026,800 was subscribed by Yanggu Xiangguang Copper Co. Ltd ("XGC") and £2,555,200 was subscribed by Orion Resource Partners ("Orion") (formerly RK Mine Finance (Master) Fund II LP ("Red Kite")). The Notes have a term of 18 months to 12 January 2015 (the "Maturity Date") and can be repaid at the election of the Note holder or converted into new ordinary shares of 0.25 pence each in the Company ("Ordinary Shares") at a conversion price of 9 pence per share (the "Conversion Price"). The Notes carry a coupon of 9% per annum in the first 12 months and 11% thereafter.

All outstanding principal and accrued interest of the Notes will automatically convert into new Ordinary Shares at the Conversion Price at the time the Company (or any of its subsidiaries) makes its first drawdown (the "Drawdown Date") from the facility to be made available by senior financial institutions for the restart of operations at the Company's Rio Tinto Copper Project in Andalucía, Spain. If the Notes have not already been converted at 9p and on the Drawdown Date, the volume weighted average price of the Ordinary Shares on AIM over the period of 20 consecutive trading days immediately prior to the Drawdown Date (the "Market Price") is less than the Conversion Price, the Conversion Price will be the Market Price. The Notes are also convertible into Ordinary Shares or redeemable prior to the Maturity Date in other limited circumstances, including a change of control of the Company.

EMED may elect to redeem for cash the principal and accrued interest of the Notes at any time between 12 July 2014 (first anniversary of the date of issue) and the first to occur of the Drawdown Date or Maturity Date upon giving the holders of the Notes not less than 15 business days' notice. A Note holder may choose to convert their Notes into Ordinary Shares rather than have them redeemed but if they do so it will be at a price of 9 pence per share and is not conditional on the Drawdown Date occurring.

 

The Notes benefit from security interests granted by EMED Mining over the share capital of EMED Holdings (UK) Limited and EMED Marketing Limited as well as certain intra-group debts owing to EMED Mining. In addition, EMED Mining and certain of its subsidiaries have undertaken not to further encumber their assets or share capital, save in certain circumstances, including in connection with the proposed senior debt facility required in order to restart operations at the Rio Tinto Copper Project.

The Notes are subject to certain standard events of default following which Note holders may elect to immediately redeem their Notes and accrued interest. Assuming that the Notes convert in full at the conversion price (including the conversion of 18 months' accrued interest) the Note Holders would receive 122,865,679 shares. The Company paid intermediary fees of £192,000 on the issuance of these notes. The Notes are considered hybrid financial instruments comprising a note liability and a conversion feature for Ordinary Shares ("the Conversion Feature"). As the conversion price (9 pence) is denominated in a currency other than the Company's functional currency, the Conversion Feature is considered to be a derivative financial instrument and is measured at fair value through profit or loss.

The balance of the Convertible Note (debt and derivative components) as at 31 December 2013 was €13.3 million.

Settlement Agreement with the Department of Social Security

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Project upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €7.5 million to 31 December 2013 (31 December 2012: €5.9 million), in accordance with the agreed repayment schedule. The balance outstanding at 31 December 2013 is €9.4 million. Originally payable over five years, the repayment schedule was renegotiated in July 2013 with the General Treasury in Spain and was extended until June 2017.

Contingent liabilities

On 23 September 2010, EMED Tartessus ("EMEDT") was notified that the Andalucían Water Authority ("AWA") had initiated a Statement of Objections and Opening of File (the "Administrative File") following allegations by third parties of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine in the winter months of late 2010 and early 2011. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. At that time, the Company owned 33% of the TMF and the owners of the remaining 67% are co-defendants (Rumbo and Zeitung).

In December 2011 the judicial claims were dismissed in the initial discovery phase by the appeals Court (upholding a lower court decision) finding that the controlled discharges of excess rainwater were force majeure events carried out to protect the stability of the TMF, thereby ensuring public safety and protection of the environment (the "Court Decisions"). Given that all judicial claims were dismissed in the very early stages of the court´s investigation, no formal charges were ever made against EMEDT or against any of its Directors or Officers. Now that the Court Decisions are final, the Administrative File, which can only result in a monetary sanction against the co-defendants, has been re-opened.

The Company will continue to defend its actions vigorously. In the Company's view, no "industrial discharges" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment having taken place. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMEDT did all it could under the circumstances to meet its standard of care to protect the environment and public safety under the relevant legislation, as acknowledged in the Court Decisions and it is important to note was the only co-owner to do so.

It is improbable that any fine or sanction will be imposed against EMEDT once the Administrative File, reaches its conclusion in approximately 3-5 years.

On January 2, 2013 EMEDT, Rumbo and Zeitung were notified of a Resolution of Fine and Damages (in a total amount of €1,867,958). In February 2013 EMEDT appealed this Resolution and the Court has agreed that the Fine and Damages amount be secured by a mortgage over certain properties owned by EMED until the final decision on the alleged discharges is known.

On 28 January 2014, EMEDT was notified that the AWA had initiated disciplinary proceedings for unauthorized discharge (the "Disciplinary File") of administrative nature following allegations of the administration of unauthorized industrial discharges from the Tailings Management Facility ("TMF") at the Rio Tinto Copper Mine during the heavy rains occurred from 7 March to 25 April 2013. The Administration has proposed the amount of €726,933 as compensation for alleged damages to the environment ("Public Water Domain") and a fine of between €300,507 to €601,012.

The Disciplinary File has been suspended, following a petition from EMEDT, until all documents are provided to EMEDT but, in the meantime, EMEDT is preparing a report to contest the allegations.

As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of €616,200 is payable by the Company to Hellenic Mining Company Ltd one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of €1,027,000 from or in respect of specific exploration tenements.

Commitments

Spain

There are no minimum exploration requirements at the Rio Tinto Copper Project. However, the Group is obliged to pay municipal taxes which currently are approximately €110,000 per year in Spain and the Group is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.

As part of the consideration for the purchase of land from Rumbo, EMED Tartessus has agreed to pay a royalty to Rumbo subject to commencement of production of $250,000 in each quarter where the average price of LME copper or the average copper sale price achieved by the Group is at least $2.60/lb. No royalty is payable in respect of any quarter where the average copper price for that quarter is below this amount and in certain circumstances any quarterly royalty payment can be deferred until the following quarter. The royalty obligation terminates 10 years after commencement of production. Commencement of production is defined as being the processing of ore at a rate of nine million tonnes per annum for a continuous period of six months and the date that is 18 months after the first product sales from the Rio Tinto Copper Project.

Additionally, if after seven years from the date of the land purchase, the Group has not obtained all necessary licenses to open and operate the Rio Tinto Copper Project, the land will be sold back to Rumbo for €1. Should the Group sell the land prior to this date to a third party, Rumbo shall be paid €5.5 million and the above mentioned royalty novated to the third party.

EMED Tartessus has entered into a 50/50 joint venture with Rumbo to evaluate and exploit the potential of the class B resources in the tailings dam and waste areas at the Rio Tinto Copper Project. Under the joint venture agreement, EMED Tartessus will be the operator of the joint venture, will reimburse Rumbo for the costs associated with the application for classification of the Class B resources and will fund the initial expenditure of a feasibility study up to a maximum of €2 million. Costs are then borne by the joint venture partners in accordance with their respective ownership interests. Half of the costs paid by EMED Tartessus in connection with the feasibility study can be deducted from any royalty which may fall due to be paid.

At the Rio Tinto Copper Project, the Group has four year options with each of Zeitung and Inland for the purchase of certain land plots adjacent to the mine at a purchase price of €4.2 million (expiry date 31 July 2016) and €4.6 milion (expiry date 2 August 2016) respectively. The Zeitung option requires an annual option payment from the Group of €119,500 and the Inland option requires an annual payment of €130,500 which is deductible from the purchase price. In each case, half of the purchase price can be made by the issue of share in EMED Mining based on a weighted average market price at the time of the purchase.

Slovakia

Annual tenement rental fees for 2013 are in the order of €58,000 this year. EMED has met its obligations to date. All annual technical and financial reports have been submitted on time.

Other

In Cyprus, there are no exploration commitments required and tenement rentals are approximately €30,000 per annum.

Off-Balance Sheet Arrangements

The Group has no off-balance sheet arrangements.

Transactions with Related Parties

The following transactions are carried out with related parties:

1. Compensation of key management personnel, which includes directors and certain senior managers.

2. Transaction with KEFI Minerals Plc ("KEFI"). EMED Mining has a 8.6% interest in KEFI and an ongoing service agreement to provide management and other professional services. The cost of providing this service to KEFI has been GBP 0.1 million per annum, which has been charged back to KEFI.

3. Transaction with shareholders, XGC and Orion for the issue of the Convertible Note (as discussed previously)

The first two transactions are measured at cost and both have on-going contractual relationships.

 

 

Year ended

31 Dec 2013

Year ended

31 Dec 2012

Compensation - Directors and Key Management Personnel

 

2,396

2,063

Service charges to KEFI

 

119

124

The balances resulting from the transaction with XGC and Orion for the issue of the Convertible note as summarised as follows:

2013

2012

XGC - Convertible Note issue

7,535

-

XGC - Accrued interest

352

-

Orion - Convertible Note issue

2,740

-

Orion - Accrued Interest

128

-

Orion - Issuance costs

(231)

-

10,524

-

 

Financial Risk Management Policies

The Group's financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable, and leases. The Group is exposed to interest rate risk, commodity price risk, liquidity risk and currency risk arising from the financial instruments that it may hold. The risk management policies employed by the Group are discussed below.

Treasury risk management

The Board reviews credit risk policies and future cash flow requirements as required. The Board's overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. The main risks to which the Group is exposed through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.

 

Interest rate risk

The Group's exposure to the risks of changes in market interest rates relates primarily to the Group's short-term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing.

Commodity price risk

The Group does not currently derive revenue from sale of products; therefore the effect on profit and equity as a result of changes in the price risk is not considered material. However the fair value of the mineral projects and the ability of EMED to develop the Rio Tinto Copper Project will be impacted by commodity price changes (predominantly copper and gold) and could impact future revenues once operational. Management monitors current and projected commodity prices.

Liquidity risk

The Group manages liquidity risk by monitoring forecast cash requirements. The Group's operations require it to raise capital on an on-going basis to fund its planned exploration program and to commercialise its tenement assets. If the Group does not raise capital in the short term, it can continue as a going concern by reducing planned but not committed exploration expenditure until funding is available and/or entering into joint venture arrangements where exploration is funded by the joint venture partner.

The financial information has been prepared on the going concern basis, the validity of which depends principally on the availability of subsequent funding to extract the resource or alternatively on the availability of funding to extend the Group's exploration activities. The financial information does not include any adjustment that would arise from a failure to complete the above.

Credit risk

Credit risk is managed on a Group basis and refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group as well as through deposits with financial institutions. The Group has adopted a policy of only dealing with credit worthy counterparties obtaining sufficient collateral or other security where appropriate as means of mitigating the risk of financial loss. The maximum exposure to credit risk, excluding the value of any collateral or other security, at the reporting date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the consolidated financial statements. The credit risk on liquid funds and financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

Foreign currency risk

The Group has activities in Spain, Slovakia and Cyprus. Most funds are held in Euro, some deposits are held in GBP for working capital purposes. The Group is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the group's measurement currency. The Group is mainly exposed to Euros and the Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Group's current policy is not to enter into any currency hedging transactions.

Operational risk

Operational risk is the risk that derives from the deficiencies relating to the Company's information technology and control systems as well as the risk of human error and natural disasters. The Company's systems are evaluated, maintained and upgraded continuously.

The financial information has been prepared on the going concern basis, the validity of which depends principally on obtaining the necessary mining licences. The financial information does not include any adjustment that would arise from a failure to complete the above. Changes in future conditions could require write downs of the carrying values of property, plant and equipment and/or intangible assets.

Critical Accounting Estimates

The fair values of the Groups' financial assets and liabilities approximate to their carrying amounts at the reporting date. The preparation of the financial report requires the making of estimations and assumptions that affect the recognized amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods, if the revision affects both current and future periods.

EMED takes a conservative approach in its accounting policy towards exploration expenditure and to goodwill on acquisition. All such expenditures are written off on acquisition or when incurred pending the Board's decision to commence project development.

The Group has three major accounting estimates:

(1) Deferred Tax relating to the Rio Tinto Copper Project in Spain. The carry forward tax losses for the Group as at 31 December 2013 were €50.9 million of which €28.1 million (deferred tax value of 2013: €nil million; 2012: €6.4 million) was attributable to EMED Tartessus and the Rio Tinto Copper Project.

(2) Capitalisation of expenses at the Rio Tinto Copper Project in Spain. The value of the assets located in Spain relate directly to the ability of the Group to obtain a mining license and restart mining operations. Should the Group not be able to do either, adjustments to the carrying value of assets (tangible and intangible) will have to be made. The value of the adjustments cannot be estimated at present; and

(3) IFRS 2 "Share Based Payments" requires the recognition of equity-settled share-based payments at fair value at the date of grant and the recognition of liabilities for cash settled share based payments at the current fair value at each balance sheet date. The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Changes in Accounting Policies

During the current year the Company adopted all of the new and revised International Financial Reporting Standards (IFRS) as adopted by EU that are relevant to its operations and are effective for accounting periods beginning on 1 January 2013. This adoption did not have a material effect on the accounting policies of the Company. At the date of approval of the financial statements, standards and interpretations were issued by the International Accounting Standards Board which were not yet effective. Some, but not all of these were adopted by the European Union. Management expects that the adoption of these accounting standards in future periods will not have a material effect on the financial statements of the Company.

At the date of approval of these financial statements the following accounting standards were issued by the International Accounting Standards Board but were not yet effective:

(i) Standards and Interpretations adopted by the EU

New standards

· IFRS 10 ''Consolidated Financial Statements'' (effective for annual periods beginning on or after 1 January 2014).

· IFRS 11 ''Joint Arrangements'' (effective for annual periods beginning on or after 1 January 2014).

· IFRS 12 ''Disclosure of Interests in Other Entities'' (effective for annual periods beginning on or after 1 January 2014).

 

Amendments

IFRS Interpretations Committee

· IAS 27 (Revised): ''Consolidated and Separate Financial Statements'' (effective for annual periods beginning on or after 1 January 2014).

· IAS 28 (Revised): ''Investments in Associates'' (effective for annual periods beginning on or after 1 January 2014).

· Amendment to IAS32 ''Offsetting Financial Assets and Financial Liabilities'' (effective for annual periods beginning on or after 1 January 2014).

· Amendment to IAS 36 ''Recoverable Amount ‑ Disclosures for Non‑Financial Assets'' (effective for annual periods beginning on or after 1 January 2014).

· Amendment to IAS 39 ''Financial Instruments: Recognition and Measurement'', Novation of Derivatives and Continuation of Hedge Accounting (effective for annual periods beginning on or after 1 January 2014).

· Transition Guidance for IFRS 10, 11 & 12 (effective for annual periods beginning on or after 1 January 2014).

· Investment Entities amendments to IFRS 10, IFRS 12, and IAS 27 (effective for annual periods beginning on or after 1 January 2014).

(ii) Standards and Interpretations not adopted by the EU

New standards

· IFRS 9 ''Financial Instruments'' issued in November 2009 and amended in October 2010 introduces new requirements for the classification and measurement of financial assets and financial liabilities and for derecognition (effective for annual periods beginning on or after 1 January 2018).

· IFRS 14 ''Regulatory Deferral Accounts'' (effective for annual periods beginning on or after 1 January 2016).

Amendments

· Amendments to IAS 19 ‑ ''Defined Benefit Plans: Employee Contributions'' (effective for annual periods beginning on or after 1 July 2014).

· IFRS 9 ''Financial Instruments'' (issued 12 November 2009) and subsequent amendments (amendments to IFRS 9 and IFRS 7 issued 16 December 2011) (effective for annual periods beginning on or after 1 January 2015).

· Annual Improvements to IFRSs 2010-2012 Cycle (issued on 12 December 2013) (effective for annual periods beginning on or after 1 July 2014).

· Annual Improvements to IFRSs 2011-2013 Cycle (issued on 12 December 2013) (effective for annual periods beginning on or after 1 July 2014).

New IFRICs

· IFRIC 21 ''Levies'' (effective the latest as from the commencement date of its first annual period beginning on or after 1 January 2014).

The Group has not changed any accounting policy since the year ended 31 December 2013.

Financial Instruments and Other Instruments

The Group's financial assets and liabilities consist of cash and cash equivalents, investments, receivables, accounts payable and accrued liabilities, some of which are denominated in British pounds, Canadian dollars, Euros and U.S. dollars.

The Group is at risk of financial gain or loss as a result of foreign exchange movements against the Euro. The Group minimises its foreign exchange risk by maintaining low account balances in currencies other than the Euro. The Group does not currently have major commitments to acquire assets in foreign currencies and historically has incurred the majority of its exploration costs in Euro.

 

Outstanding Share Data

The Company's authorised share capital consists of 2,200,000,000 Ordinary Shares of 0.25p each as at 31 December 2013. As at 31 December 2013, the Company had the following shares outstanding and commitments to issue shares:

Number of shares

Ordinary Shares

1,254,665,948

Warrants

7,552,476

Options

33,200,000

Convertible notes

122,865,679

Fully diluted

1,418,284,103

 

 

 

 

Internal Controls Risks

Management has established systems of Internal Control over the Financial Reporting ("ICFR") process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced. There was no change in the Group's ICFR that occurred during the period beginning on 1 January 2013 and ended on 31 December 2013 that has materially affected, or is reasonably likely to materially affect, the Group's ICFR.

Additional Information

Additional information relating to the Company, including the Company's AIF is available under the Company's profile on SEDAR at www.sedar.com.

 

 

Corporate Information

Directors

Ronald Beevor - Chairman

Isaac Querub - Managing Director/ CEO

(appointed 20 March 2014)

 

Roger Davey - Director

Robert Francis - Director

Harry Liu - Director

Ashwath Mehra - Director

José Sierra López - Director

Senior Management

John Leach - Chief Financial Officer

 

Ron Cunneen - Group Chief Geologist

 

Demetrios Constantinides - Director Special Projects

 

Fernando Arauz de Robles Villalón - General Manager of

Institutional Relations

 

 

Registered Office

1 Lampousas Street, Nicosia, Cyprus

 

Stock Exchange Listings

Toronto Stock Exchange

TSX Code: EMD

 

London Stock Exchange

AIM: EMED

 

 

 

Further Information on EMED Mining

 

Visit: www.emed-mining.com

Mail: 1 Lampousas Street,

Nicosia. Cyprus

 

T: +357 22442705

F: +357 22421956

 

To be notified by email of future announcements, visit the website www.emed-mining.com and subscribe to EMED Mining email list.

 

Shareholder Enquiries

The main registrar for the Ordinary Shares is Cymain Registrars Ltd., 26 Vyronos Avenue, 1096 Nicosia, Cyprus.

The custodian of the depositary interest facility is Computershare Investor Services PLC (UK), The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom.

The Canadian sub-registrar and transfer agent for the Ordinary Shares is Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1.

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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