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EMED Mining Quarterly Financial Report

14 May 2012 07:00

RNS Number : 2064D
EMED Mining Public Limited
14 May 2012
 



QUARTERLY FINANCIAL REPORT

14 May 2012

 

EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its unaudited results for the three months ended 31 March 2012.

 

The full unaudited Quarterly Report (as required by Toronto Stock Exchange reporting standards), 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.com and on the Company's website at www.emed-mining.com.

 

Period Highlights

·; In March 2012 the Andalucian election was held. All major political parties announced policies committing to full permitting targeted for Q3-12 and the earliest possible re-start of Rio Tinto Copper Mine.

·; The Andalucian Government informally and conditionally agreed the project plans; the Company was able to then update and re-submit the Environmental Plans. It also referred the project documents for review by the national technical review agencies and formally re-affirmed the Company's control of the tailings dams, following its directives in 2011.

·; The Company mandated Goldman Sachs International on an exclusive basis to provide financing of up to US$175 million for the re-start of the Rio Tinto Copper Mine by way of an agreement to pre-purchase copper to be delivered over seven years at market prices prevailing at the time of initial drawdown.

·; The Company entered into arrangements with Xiangguang International Holdings Limited, including a US$15 million private placement for 10% of the fully-diluted ordinary capital of EMED Mining, indicative terms for a US$15 million cost overrun support facility, and a copper product offtake agreement for 25% of the Rio Tinto Copper Mine's production based on current copper reserves.

·; Project planning and preparations at Rio Tinto Copper advanced in tandem with the permitting and finance preparations.

·; The Company re-initiated its Detva Gold Project mining lease application, after the elections in Slovakia in March.

·; Post period end the Company entered a collaboration and option agreement with Slavia Tools, owner of a factory facility directly adjacent to the Biely Vrch Gold Deposit, in order to protect the Slavia Tools business and to provide some of the facilities for the Detva Gold Project.

 

Harry Anagnostaras Adams, Managing Director of EMED Mining, commented:

 

"We are delighted with the progress made during the period as we collaborate closely with our suppliers, the Government of Andalucía and with the project financiers with a view to the project being ready to trigger the Rio Tinto Copper Mine in 2012.

 

"Progress continues in parallel on the three intense activity sets of project preparations, permitting and financing. Triggering the project by the end of 2012 would allow production commissioning to commence by the end of 2013.

 

"We also work with the neighbouring landholders, who own parts of waste deposition areas, to reach mutually satisfactory commercial arrangements so that this timetable need not be extended by the need for the regulatory processes of expropriation.

 

"Pending our project start-ups being triggered, the Company adopts a conservative accounting policy for writing off current expenditures. With our strong shareholder and financier base along with our 100% ownership of the Rio Tinto Copper Mine and Detva Gold Project, EMED Mining is well positioned to develop and operate these exciting projects for the long term benefit of all stakeholders."

 

Enquiries

EMED Mining

Harry Anagnostaras-Adams

+357 9945 7843

RFC Corporate Finance

Stuart Laing

+61 8 9480 2500

Fox-Davies Capital

Simon Leathers

+44 203 463 5022

Fairfax I.S. PLC

Ewan Leggat/Katy Birkin

+44 207 598 5368

Bishopsgate Communications

Nick Rome

+44 207 562 3350

Proconsul Capital

Andreas Curkovic

+1 416 577 9927

 

 

 

 

 

 

 

EMED MINING PUBLIC LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the THREE months ended 31 maRCH 2012

(uNAUDITED)

 

 

 

 

 

 

 

 

 

 

Notes

Three months ended

31 March 2012

€ 000's

Three months ended

31 March 2011

€ 000's

 

Exploration expenses

(246)

(326)

 

Care and maintenance expenses

(1,308)

(1,113)

 

Gross loss

(1,554)

(1,439)

 

Administration expenses

(1,556)

(921)

 

Share of results of associates

(66)

(71)

 

Operating loss

(3,176)

(2,431)

 

Net foreign exchange loss

(99)

(107)

 

Finance income

12

11

 

Finance costs

(134)

(351)

 

Loss before tax

(3,397)

(2,878)

 

Tax credit

443

400

 

Net loss for the period

(2,954)

(2,478)

 

 

Loss attributable to:

 

Equity holders of the parent

(2,954)

(2,478)

 

Non-controlling interest

-

-

 

Net loss for the period

(2,954)

(2,478)

 

 

Other comprehensive income:

 

Exchange differences on translating foreign operations

35

41

 

Total comprehensive loss for the period

(2,919)

(2,437)

 

 

Earnings per share information

 

Loss per share (cents)

4

(0.34)

(0.36)

 

 

 

The accompanying notes on pages 6 to 15 form part of these condensed interim consolidated financial statements.

 

EMED MINING PUBLIC LIMITED

CONDENSED interim CONSOLIDATED STATEMENTs OF FINANCIAL POSITION

As at 31 MARCH 2012

(UNaudited)

 

 

 

 

 

 

Notes

31 March 2012

€ 000's

31 March 2011 € 000's

31 Dec

 2011

€ 000's

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

5

28,579

26,391

28,363

Intangible assets

6

9,068

6,139

8,424

Deferred tax

6,255

4,419

5,812

Investment in associates

70

211

16

TOTAL NON-CURRENT ASSETS

43,972

37,160

42,615

CURRENT ASSETS

Available-for-sale financial assets

-

38

38

Trade and other receivables

7

1,238

1,545

1,358

Deferred financing expenses

-

213

-

Cash at bank and in hand

14,030

19,807

7,819

TOTAL CURRENT ASSETS

15,268

21,603

9,215

TOTAL ASSETS

59,240

58,763

51,830

EQUITY AND LIABILITIES

CAPITAL AND RESERVES

Share capital

8

2,931

2,136

2,603

Share premium

8

100,723

81,954

89,758

Share options reserve

9

5,337

5,221

5,269

Translation reserve

(112)

(72)

(147)

Accumulated losses

(64,402)

(54,264)

(61,448)

TOTAL EQUITY ATTRIBUTABLE TO

EQUITY HOLDERS OF THE PARENT

44,477

34,975

36,035

Non-controlling interest

(106)

(101)

(106)

TOTAL EQUITY

44,371

34,874

35,929

NON-CURRENT LIABILITIES

Trade and other payables

10

9,799

13,278

11,051

Provision for liabilities and charges

7

-

7

TOTAL NON-CURRENT LIABILITIES

9,806

13,278

11,058

CURRENT LIABILITIES

Trade and other payables

10

5,063

3,663

4,843

Borrowings

11

-

6,948

-

TOTAL CURRENT LIABILITIES

5,063

10,611

4,843

TOTAL LIABILITIES

14,869

23,889

15,901

TOTAL EQUITY AND LIABILITIES

59,240

58,763

51,830

 

The accompanying notes on pages 6 to 15 form part of these condensed interim consolidated financial statements.

 

 

 

EMED MINING PUBLIC LIMITED

CONDENSED interim CONSOLIDATED STATEMENTs OF CHANGES IN EQUITY

For the THREE months ended 31 maRCH 2012

(UNAUDITED)

 

 

 

Share capital

 

Share premium

Share

options reserve

Translation reserve

Accumulated

losses

 

 

Total

Non -controlling

interest

Total

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

 

 

Balance at 1 Jan 2011

 

2,059

 

79,492

 

5,015

 

(113)

 

(51,786)

 

34,667

 

(101)

 

34,566

Total comprehensive loss for the period

 

-

 

-

 

-

 

41

 

(2,478)

 

(2,437)

 

-

 

(2,437)

Issue of share capital

77

2,672

-

-

-

2,749

-

2,749

Share issue costs

-

(210)

-

-

-

(210)

-

(210)

Recognition of share based payments

 

-

 

-

 

206

 

-

 

-

 

206

 

-

 

206

Balance at 31 March 2011

2,136

81,954

5,221

(72)

(54,264)

34,975

(101)

34,874

Total comprehensive loss for the period

 

-

 

-

 

-

 

(75)

 

(7,184)

 

(7,259)

 

(5)

 

(7,264)

Issue of share capital

467

7,804

-

-

-

8,271

-

8,271

Share issue costs

-

-

-

-

-

-

-

-

Recognition of share based payments

 

-

 

-

 

48

 

-

 

-

 

48

 

-

 

48

Balance at 31 Dec 2011

2,603

89,758

5,269

(147)

(61,448)

36,035

(106)

35,929

Total comprehensive loss for the period

 

-

 

-

 

-

 

35

 

(2,954)

 

(2,919)

 

-

 

(2,919)

Issue of share capital

328

11,451

-

-

-

11,779

-

11,779

Share issue costs

-

(486)

-

-

-

(486)

-

(486)

Recognition of share based payments

 

-

 

-

 

68

 

-

 

-

 

68

 

-

 

68

Balance at 31 March 2012

2,931

100,723

5,337

(112)

(64,402)

44,477

(106)

44,371

 

The accompanying notes on pages 6 to 15 form part of these condensed interim consolidated financial statements.

 

 

EMED MINING PUBLIC LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the THREE months ended 31 maRCH 2012

(unaudited)

 

 

 

 

 

Notes

Three months ended

31 Mar 2012

€ 000's

Three months ended

31 Mar 2011

€ 000's

 

Year

ended

31 Dec 2011

€ 000's

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax

(3,397)

(2,878)

(11,400)

Adjustments for:

Depreciation of property, plant and equipment

5

29

24

110

Share-based payments

68

92

254

Share of loss from associates

66

71

266

Dividends received

(4)

-

(11)

Interest income

(8)

(11)

(213)

Interest expense

134

280

1,120

Deferred financing expense

-

71

284

Foreign exchange loss on financing activities

(69)

(165)

85

Foreign exchange loss on operating activities

99

(61)

363

Operating loss before working capital changes

(3,082)

(2,577)

(9,142)

Changes in working capital:

Trade and other receivables

119

(477)

(291)

Trade and other payables

(1,025)

(439)

(1,486)

Cash used in operations

(3,988)

(3,493)

(10,919)

Interest paid

(134)

(151)

(1,120)

Tax paid

(1)

-

(22)

Net cash used in operating activities

(4,123)

(3,644)

(12,061)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

5

(245)

(368)

(2,436)

Purchase of intangible assets

6

(644)

(378)

(2,663)

Increase of the investment in the associate

(120)

-

-

Sale of available-for-sale investment

38

-

-

Dividends received

4

-

11

Interest received

8

11

213

Net cash used in investing activities

(959)

(735)

(4,875)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of share capital

8

11,779

2,749

3,432

Listing and issue costs

8

(486)

(96)

(210)

Net cash from financing activities

11,293

2,653

3,222

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

 

6,211

 

(1,726)

 

(13,714)

Cash and cash equivalents:

At beginning of the period / year

7,819

21,533

21,533

At end of the period / year

14,030

19,807

7,819

 

The accompanying notes on pages 6 to 15 form part of these condensed interim consolidated financial statements.

 

 

 

 

EMED MINING PUBLIC LIMITED

 

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED 31 MARCH 2012

(UNAUDITED)

1 General information

Country of incorporation

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

Principal activities

The principal activity of the Company and its subsidiaries (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 Basis of preparation and accounting policies

Basis of preparation

The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) including International Accounting Standard 34 "Interim Financial Reporting" and using the historical cost convention.

 

These condensed interim consolidated financial statements ('the statements") are unaudited and include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the consolidated financial statements of the Company and the Group for the year ended 31 December 2011. These condensed interim consolidated financial statements do not include all of the disclosures required for annual financial statements, and accordingly, should be read in conjunction with the consolidated financial statements and other information set out in the Company's 31 December 2011 Annual Report.. The accounting policies are unchanged from those disclosed in the annual consolidated financial statements.

Going concern

The Directors have formed a judgment at the time of approving the condensed interim consolidated financial statements that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The financial statements have been prepared on a going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits, obtaining the necessary mining licences and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Company's exploration activities. The financial statements do not include any adjustment that would arise from a failure to complete any of the above. Changes in future conditions could require write downs of the carrying values of property, plant and equipment, intangible assets and/or deferred tax.

Use and revision of accounting estimates

The preparation of the condensed interim consolidated financial statements requires the making of estimations and assumptions that affect the recognised 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.

Adoption of new and revised International Financial Reporting Standards (IFRSs)

The Group has adopted all the new and revised IFRSs and International Accounting Standards (IAS) which are relevant to its operations and are effective for accounting periods commencing on 1 January 2012. The adoption of these Standards did not have a material effect on the condensed interim consolidated financial statements.

 

At the date of authorisation of these condensed interim consolidated financial statements some Standards were in issue but not yet effective. The Board of Directors expects that the adoption of these Standards in future periods will not have a material effect on the consolidated financial statements of the Group.

 

Critical accounting estimates and judgements

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 unchanged from those disclosed in the annual consolidated financial statements.

3 Business and geographical segments

 

Business segments

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

 

Geographical segments

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

 

Three months ended 31 March 2012

Cyprus

Georgia

Slovakia

Europe

Spain

Total

€'000

€'000

€'000

€'000

€'000

€'000

Operating loss

(1,206)

-

(250)

(5)

(1,649)

(3,110)

Financial income

5

-

3

-

4

12

Foreign exchange (loss) / gain

(63)

(36)

-

-

-

(99)

Financial costs

-

-

-

-

(134)

(134)

Operating loss for the period

(1,264)

(36)

(247)

(5)

(1,779)

(3,331)

Share of results from associates

(66)

Loss before tax

(3,397)

Tax credit

443

Net loss for the period

(2,954)

Total assets

13,346

1

173

51

45,669

59,240

Total liabilities

405

1

17

20

14,426

14,869

Depreciation of fixed assets

14

-

7

-

8

29

 

 

Three months ended 31 March 2011

 

Cyprus

Georgia

Slovakia

Europe

Spain

Total

 

€'000

€'000

€'000

€'000

€' 000

€'000

 

Operating loss

(692)

-

(164)

-

(1,504)

(2,360)

 

Financial income

11

-

-

-

-

11

 

Foreign exchange loss

(33)

(74)

-

-

-

(107)

 

Financial costs

(200)

-

-

-

(151)

(351)

 

Operating loss for the period

(914)

(74)

(164)

-

(1,655)

(2,807)

 

Share of results from associates

(71)

 

Loss before tax

(2,878)

 

Tax credit

400

 

Net loss for the period

(2,478)

 

 

Total assets

19,981

38

122

51

38,571

58,763

 

 

Total liabilities

7,553

2

16

6

16,317

23,894

 

 

Depreciation of fixed assets

13

-

6

-

5

24

 

 

4 Loss per share

 

The calculation of the basic and diluted earnings per share attributable to the ordinary shareholders of the parent is based on the following data:

 

 

 

 

 

 

 

Three months ended

31 Mar 2012

€ 000's

Three months ended

31 Mar 2011

€ 000's

Net loss attributable to equity shareholders

(2,954)

(2,478)

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

 

872,803

 

696,441

Basic and fully diluted loss per share (cents)

(0.34)

(0.36)

 

 

The diluted loss per share is the same as the basic loss per share as the exercise of the share options would decrease the basic loss per share, thus being anti-dilutive.

 

 

 

5 Property, plant and equipment

Land and buildings

Plant and machinery

Motor vehicles

Furniture, fixtures and equipment

 

Total

€ 000's

€ 000's

€ 000's

€ 000's

€ 000's

Cost

At 1 January 2011

18,243

7,759

163

149

26,314

Additions

68

2,183

69

116

2,436

At 31 December 2011

18,311

9,942

232

265

28,750

Additions

-

187

-

58

245

At 31 March 2012

18,311

10,129

232

323

28,995

Depreciation

At 1 January 2011

-

101

101

75

277

Charge for the year

-

31

53

26

110

At 31 December 2011

-

132

154

101

387

Charge for the period

-

8

11

10

29

At 31 March 2012

-

140

165

111

416

 

Net book value

At 31 March 2012

18,311

9,989

67

212

28,579

At 31 December 2011

18,311

9,810

78

164

28,363

 

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

6 Intangible assets

Permits of Rio Tinto Mine

Acquisition of mineral rights

 

Goodwill

 

Total

€'000

€'000

€'000

€'000

Cost

At 1 January 2011

5,761

310

10,023

16,094

Additions

2,663

-

-

2,663

At 31 December 2011

8,424

310

10,023

18,757

Additions

644

-

-

644

At 31 March 2012

9,068

310

10,023

19,401

Provision for impairment

On 1 January 2011

-

310

10,023

10,333

Provision for the year

-

-

-

-

At 31 December 2011

-

310

10,023

10,333

Provision for the period

-

-

-

-

At 31 March 2012

-

310

10,023

10,333

Closing net book amount

At 31 March 2012

9,068

-

-

9,068

 

At 31 December 2011

 

8,424

 

-

 

-

 

8,424

 

Proyecto Rio Tinto ("Rio Tinto Copper Mine")

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Mine) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was the issuance of 39,140,000 Ordinary Shares to Astor Management AG (formerly MRI Group) at a deemed issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including certain loans owed to members of the Astor Group which were incurred in relation to the operation of the Rio Tinto Copper Mine amounting to €9,116,617) to be paid by the Group over six or seven years. This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Mine has been granted and project finance and shareholder approval has been obtained.

In consideration for agreeing to pay the deferred cash settlement over 6 years and for Astors'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 $6,613.86 or more ($3.00/lb).

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 Mine-vendor's liabilities, liens and contractual arrangements with a number of third parties including landholders. These various obligations arose over several years as a result of the funding of ongoing 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 ongoing 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 recoverability 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.

 

 

 

 

Regua Tungsten Deposit in Portugal

 

In September 2010, Iberian Resources Portugal Minerais Unipessoal LDA granted the Company an option to acquire a 100% interest in all of the assets held by it in respect of the Regua Tungsten Deposit in Portugal. As consideration for the grant of the option, the Company issued 2,500,000 Ordinary Shares at a deemed issue price of £0.105.

On 4 January 2012 the Company announced that it allowed to lapse on 31 December 2011 its option over the exploration permit covering the Regua Tungsten Deposit. This decision reflects the results of the evaluation conducted during the period since September 2010. All expenditure on the Regua Tungsten Deposit was impaired.

 

7 Trade and other receivables

31 March 2012

€ 000's

31 March 2011

€ 000's

31 Dec 2011

€ 000's

Receivables from associates

-

35

145

Deposits and prepayments

577

564

648

VAT

661

946

565

1,238

1,545

1,358

 

8 Share capital and share premium

 

 

Authorised

Number of shares

000's

Share Capital

€ 000's

Share premium

€ 000's

 

Total

€ 000's

Ordinary shares of GBP0.0025 each

1,400,000

3,500

-

3,500

Issued and fully paid

Balance at 1 January 2012

856,452

2,603

89,758

92,361

 

Issue Date

Price (GBP)

7 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

19 Mar 12

0.090

Share placement

d)

105,378

317

11,089

11,406

Share issue costs

-

-

(486)

(486)

Balance at 31 March 2012

965,670

2,931

100,723

103,654

 

 

Authorised capital

On 12 March 2012, the Company held an extraordinary general meeting of shareholders of the Company at which shareholders approved an increase to the authorized share capital of the Company to £3,500,000 comprised of 1,400,000,000 Ordinary Shares of £0.0025 each.

 

 

Issued capital

 

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

 

In March 2012 the Company completed a private placement with Yanggu Xiangguang Copper Co. Ltd ("XGC"), a cornerstone copper offtake customer, for an aggregate funding package of US$30 million (intended as to half in the form of share capital and half in the form of a future standby debt facility) in exchange for an approximate 10% ordinary equity position in the Company (on a fully-diluted basis) and the grant of limited off-take rights over the Rio Tinto Copper Mine's copper production. XGC provided US$15 million equity by way of a subscription for 105,378,159 new ordinary shares in the Company at a price of 9 pence per share. XGC has also agreed to 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 Mine). The Company's subsidiary, EMED Marketing Limited has granted XGC off-take rights over 25% of current reported copper reserves, at market prices.

 

Warrants

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

2012

 

No warrants were issued in the three months ended 31 March 2012.

 

Details of share warrants outstanding as at 31 March 2012:

 

 

 

Number of share warrants

000's

Outstanding warrants at 1 January 2012:

11,513

- cancelled/expired during the reporting period

-

- exercised during the reporting period

(2,299)

Outstanding warrants at 31 March 2012

9,214

 

 

9 Share options reserve

 

 

31 March 2012

€'000

31 March 2011

€'000

31 Dec 2011

€'000

Opening balance

5,269

5,015

5,015

Recognition of share based payment

68

206

254

Closing balance

5,337

5,221

5,269

 

 

 

 

 

Number of share options

000's

Outstanding options at 1 January 2012:

76,351

- cancelled/expired during the reporting period

-

- exercised during the reporting period

-

Outstanding options at 31 March 2012

76,351

 

 

2012

 

No share options were issued in the three months ended 31 March 2012.

 

For the three months ended 31 March 2012, the impact of share-based payments was a net charge to income of €68,000 (31 December 2011: €254,000) and €479,000 share issue costs charged to share premium (31 December 2011: €210,000). At 31 March 2012, the equity reserve recognised for share based payments amounted to €5.33 million (31 December 2011: €5.26 million).

 

10 Trade and other payables

31 March 2012

€ 000's

31 March 2011

€ 000's

31 Dec 2011

€ 000's

Non-current Trade and other payables

Other payables (see below)

9,799

13,278

11,051

Current Trade and other payables

Trade payables and accruals

1,591

1,631

2,030

Other payables (see below)

3,472

2,032

2,813

5,063

3,663

4,843

 

On 25 May 2010, EMED Tartessus S.L recognised a debt with the Social Security's General Treasury in Spain amounting to €16.9 million and incurred by a previous owner, to stop the execution process by public auction of certain land initiated by that entity. On 31 March 2012, the balance of this debt amounts to €13.3 million. Of the non-current element of the debt, €9.8 million is payable within 1-3 years.

 

 

11 Borrowings

 

31 March 2012

€ 000's

31 March 2011

€ 000's

31 Dec 2011

€ 000's

Current borrowings

Convertible Note

-

6,948

-

-

6,948

-

12 Acquisition of subsidiaries

 

There were no acquisitions in the three months ended 31 March 2012.

 

13 Related party transactions

 

The following transactions were carried out with related parties:

 

Compensation of key management personnel

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

Three

months ended

31 March 2012

Three

months ended

31 March 2011

Twelve

months ended

31 Dec 2011

€ 000's

€ 000's

€ 000's

Directors' fees

263

134

595

Directors' other benefits

244

46

112

Share option-based benefits to directors

-

37

47

Other key management personnel fees

157

136

6

536

Share option-based and other benefits to other key management personnel

 

157

 

67

 

186

821

420

1,476

 

Share-based benefits

The directors and key management personnel have been granted options as set out in Note 11.

 

Transactions with KEFI Minerals PLC

The Company has an ongoing service agreement with KEFI Minerals PLC for provision of management and other professional services.

Three

months ended

31 March 2012

Three

months ended

31 March 2011

Twelve

months ended

31 Dec 2011

€ 000's

€ 000's

€ 000's

Transactions with KEFI Minerals PLC

-

28

115

 

 

14 Contingent liabilities

 

In 2010, EMED Tartessus was notified that the Andalucían Water Authority ("AWA") had opened a 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 2010. In December 2011 the judicial claims were dismissed by the appeals Court.

 

However, it is expected that the file will be re-opened to deal with the purported environmental damages from the winter months of 2011. The original sanction proposed was potentially a fine of €450,000 and damages of €1.2M and the authorities have signalled the possibility of revised sanctions of approximately €12 million.

 

It is improbable that any fine or sanction will be imposed once the file, if re-opened, reaches its conclusion in approximately 3-5 years, and in any event the Company would only be responsible for payment of that amount proportional to its ownership of the TMF, this being 33%. Nonetheless, the Company believes that all charges will be dismissed in due course given the circumstances and the clear recognition of those circumstances in the complete dismissal of all judicial charges. The status of this matter at 31 March 2012 has not changed significantly from that disclosed in the annual consolidated financial statements for the year ended 31 December 2011.

 

15 Commitments

 

There are minimum exploration expenditure requirements for the Slovakia tenements and the program for Slovakia has fulfilled these commitments.

 

16 Events after the reporting period

 

There were no material events after the reporting period, which have a bearing on the understanding of the condensed interim consolidated financial statements.

 

Management's Responsibility for Financial Reporting

The accompanying condensed interim unaudited consolidated financial statements of EMED Mining Public Limited were prepared by management in accordance with International Financial Reporting Standards ("IFRS"). Management acknowledges responsibility for the preparation and presentation of the condensed interim unaudited consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company's circumstances. The significant accounting policies of the Company are summarised in Note 2 to the condensed interim unaudited consolidated financial statements.

 

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 Company's ICFR that occurred during the period beginning on 1 January 2012 and ended on 31 March 2012 that has materially affected, or is reasonably likely to materially affect, the Company's ICFR.

 

The Board of Directors is responsible for reviewing and approving the condensed interim unaudited consolidated financial statements and for ensuring that management fulfils its financial reporting responsibilities. An Audit and Financial Risk Management Committee assists the Board of Directors in fulfilling this responsibility. The members of the Audit and Financial Risk Management Committee are not officers of the Company. The Audit and Financial Risk Management Committee meets with management to review the internal controls over the financial reporting process, the consolidated financial statements and the auditors' report. The Audit and Financial Risk Management Committee also reviews the Annual Report to ensure that the financial information reported therein is consistent with the information presented in the consolidated financial statements. The Audit and Financial Risk Management Committee reports its findings to the Board of Directors for its consideration in approving the condensed interim unaudited consolidated financial statements for issuance to the shareholders.

 

Management recognises its responsibility for conducting the Company's affairs in compliance with established financial standards, and applicable laws and regulations, as defined in National Instrument 52-109-Certification of Disclosure in Issuer's Annual and Interim Fillings ("NI 52-109") of the Canadian Securities Regulators, and for maintaining proper standards of conduct for its activities.

 

management's discussion and analysis of financial condition and operations

 

This Management's Discussion and Analysis ("MD&A") of financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and related notes thereto of EMED Mining Public Limited (the "Company" or "EMED Mining") and its subsidiaries (the "Group" or "EMED") for the three months ended 31 March 2012. The unaudited condensed interim 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 14 May 2012 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 Mine 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 Mine 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 Mine 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 2011 (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 AIF 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 Mine 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.

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 earlier-stage activities in Cyprus, and via 16.6%-owned associate KEFI Minerals Plc, an indirect interest in an early-stage exploration joint venture in the Kingdom of Saudi Arabia where it was recently granted its first exploration licenses.

EMED Mining is managed by a well-qualified, multi-cultural team drawn initially from Australia and the United States of America and now predominantly comprised of European citizens. The main priority for the short term is to safely and efficiently start copper production at the Rio Tinto Copper Mine once EMED Mining has completed the regulatory approval process, financed the start-up and obtained shareholder approval.

Overview of Operations

The Company was listed on AIM in May 2005 and was listed on the Toronto Stock Exchange ("TSX") in December 2010. The Group has, and continues to be, dependent on cash generated from equity financings to fund its activities. These proceeds have been used for maintenance and development activities in Spain, exploration activities in several countries and the administration and maintenance of the Group's operations in compliance with all regulatory requirements.

 

The ownership of the Company has evolved over this period and consists of substantial international mining specialists including the following:

·; The Board and senior management who come from Australia, Canada, the United States of America and Europe and including mining engineers, metallurgical engineers, financiers and management specialists with extensive experience in project development and operations;

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

·; 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 Mine;

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

·; 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;

·; Astor Management AG, a large Swiss-based metals and commodities investments group; and

·; Standard Life, a leading provider of long term savings and investments.

 

EMED Mining is currently focused on copper at the Rio Tinto Copper Mine in Spain and gold at the Detva Gold Project in Slovakia. Development will be contingent upon the Company's ability to access additional funding through a combination of debt and equity. The general liquidity of the capital markets therefore, which is in turn dependent on the outlook for prices of copper, gold and other commodities, is a major contributing factor to the successful completion of the Group's plans. In addition, the Group is in the process of obtaining the requisite government approvals for the restart of the Rio Tinto Mine and has negotiated preliminary arrangements with XGC and Goldman Sachs International to potentially provide $205 million in funding for the project restart.

Mineral Exploration and Development Property Interests

Spain - Rio Tinto Copper Mine

EMED Mining, via its wholly-owned subsidiary EMED Tartessus, owns 100% of the Rio Tinto Copper Mine 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 to be awarded Administrative Standing (or "Titularidad Administrativa") along with the operating project and the environmental plans, so that the project can proceed.

As detailed in a NI 43-101 Technical Report, key anticipated production parameters for the Rio Tinto Copper Mine 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;

·; Average cash costs of C1 = US$1.37/lb (cash operating costs ) and C3 = US$1.57/lb (total costs including operating, capital and closure costs);

·; 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 606,000 tonnes of copper;

 

________________________________________________________________________________________

Note 1 : Behre Dolbear International Ltd report entitled "Amended and Restated NI 43-101 Technical Report on Reopening the Rio Tinto Copper Mine, Huelva Province, Spain" dated November 17, 2010, which is available under EMED Mining's corporate profile at www.sedar.com.

Spain - Rio Tinto Copper Mine - continued

·; 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.

·; Revised costs will need to reflect the following:

§ the expanded restoration footprint agreed with the Andalucian Government,

§ anticipated revisions in equipment specifications or prices,

§ foreign exchange movements,

§ the refined scheduling of plant repairs, improvements and modernisation, and

§ working capital buffers.

 

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 606,000 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.

Steps to Restart Copper Production

Mining activities are the responsibility of the Autonomous Communities of Spain (i.e. individual states, which in the case of Rio Tinto is Andalucía) and the provincial government within those states (for Rio Tinto, this is the province of Huelva). Therefore, for the Rio Tinto Mine, the Huelva Provincial division of the Ministry of Economy, Innovation and Science ("CEIC") of the Junta de Andalucia (the "Andalucian Government") is the substantive regulatory body that has the authority to approve Administrative Standing (administrative approval of the transmission of the mineral rights held by EMED since 2007) and operating licenses for the project. This is the case except for explosive permits which are governed by the Central Government of Spain.

Approvals are also required from:

 

(i) The Huelva Provincial Division of the Ministry of Environment ("Environment") which specifically are the:

 

1. Unified Environmental Authorisation ("AAU") (which includes the Environmental Impact Statement ('EIS') and final restoration plan amongst other environmental permits); and

2. Concession required for public domain water, and

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

 

The steps to restarting production at the Rio Tinto Copper Mine are briefly summarised as follows:

 

·; Receipt of Administrative Standing and operating licences from CEIC. In this regard:

o Detailed engineering is to be completed now that the authorities have informally agreed all permitting conditions;

·; Approvals from Environment and Culture. In this regard:

o The AAU was resubmitted in February 2012 and the Company awaits approval of the enlarged restoration plan:

o The technical team is expanding the water management and environmental plans to reflect the enlarged land footprint and the Government's new river management policies.

o The relevant water concession application remains in process.

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

 

·; Once Administrative Standing is received, the Company can:

o Commence personnel training programs;

o Commence the drilling programs for extending mine life;

o Commence site preparation activities so that the full project can proceed;

o Proceed toward formal approval of the final project details to allow project execution and exploitation;

o Proceed toward formal approval of the final environmental management and restoration plans. If these plans are approved concurrently with final project details as the government intends, the company will have the right to move to compulsory land expropriation;

o Obtain final shareholder and financier approvals so the restart project execution programs can proceed;

o Proceed toward formal access to all lands required for the project operation for long term;

o Trigger the twelve-month restart project execution programs, upon receipt of formal land access rights;

o Proceed with the appointment and induction of the workforce and contractors;

o Obtain construction permits and operating licences to be issued as project execution proceeds and commissioning is carried out;

o Proceed with the eighteen-month ramp-up of production to the base case rate of processing 9 million tpa of ore and 37,000 tpa copper-in-concentrate; and

o Concurrently assess project extension or expansion opportunities, based largely on the results of drilling in the vicinity of the existing open pit and underground mines.

The restart is expected to be straightforward from an operational perspective, with an established infrastructure and processing facility that can be readily restarted, albeit with aspects to be updated to incorporate mining industry improvements that have been developed over the past 20 years.

Funding

EMED Mining announced on 5 March 2012 that it has formally mandated Goldman Sachs International ("Goldman Sachs") on an exclusive basis to provide and/or arrange up to US$175 million of finance to the Company or a subsidiary undertaking for the restart of the Rio Tinto Copper Mine. This financing is intended to be in the form of a copper pre-sale agreement and complements the recently announced capital and copper sale arrangements planned with XGC.

On 12 March 2012 the Shareholders approved agreements with Yanggu Xiangguang Copper Co. Ltd ("XGC"), a cornerstone copper offtake customer, for an aggregate funding package of US$30 million (intended as to half in the form of share capital and half in the form of a future standby debt facility) in exchange for an approximate 10% ordinary equity position in EMED Mining (on a fully-diluted basis) and the grant of limited off-take rights over the Rio Tinto Mine's copper production. XGC provided US$15 million equity by way of a subscription for 105,378,159 new ordinary shares in the Company at a price of 9 pence per share. XGC has also agreed to 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 Mine). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") has granted XGC off-take rights over 25% of current reported copper reserves, at market prices.

Slovakia - Detva Gold Project

EMED is advancing its 100%-owned Biely Vrch gold deposit, which is a potential greenfields development of an open pit gold mine. Biely Vrch gold deposit contains Indicated Resources of 461,000 ounces (17.7 million tonnes at 0.81g/t gold) and Inferred Resources of 596,000 ounces (24.0 million tonnes at 0.77g/t gold).

A revised Scoping Study completed by AMC Consultants (UK) Ltd in June 2010 confirmed the attractive economics of developing a mine at Biely Vrch based on a gold price of US$800/ounce (currently >US$1,600/ounce). The envisaged project has the following parameters:

·; Initial capital cost of ~US$64 million including the acquisition of additional lands;

·; 3 million tonne per annum, heap-leach operation;

·; Open-pit mine with average waste-to-ore strip ratio of 0.84 to 1;

·; Mine plan tonnage of 27.5 million tonnes at 0.86g/t gold, containing 756,000 ounces of gold;

·; Overall gold recoveries averaging 81%; and

·; Annual gold production of 60,000 ounces at an average C1 cash cost of ±US$530/ounce.

The Scoping Study is preliminary in nature and includes Inferred Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorised as ore reserves, and there is no certainty that the preliminary assessment will be realised. The capital cost noted above is a preliminary estimate derived in 2010 which will be updated in due course.

Detva Gold Project Permitting

The Group has been granted Protective Deposit Status over the Biely Vrch gold deposit and an application for a Mining Lease Area has been made. Thirty eight state, regional and local regulatory bodies have consented to the Company being granted its Mining Lease Area. A non-opposition resolution was also signed by the local Landowners Co-operative in the Mining Lease Area over Biely Vrch.

EMED is working towards reaching various agreements with local parties directly impacted by the potential development. However, there has been recent opposition by anti-mining lobby groups and a series of community briefings and consultations are being conducted in the local towns and villages on a regular basis with direct participation by the Group Managing Director and Slovakian Managing Director.

In response to public consultations, the Company has voluntarily commissioned a Preliminary Social Impact Study and a Preliminary Economic/Technical Study and will invite input from local communities and action groups. Community and other stakeholder communications and consultations will be the primary focus for 2012 and priorities will be re-assessed as practical possibilities are developed.

On 10 May, EMED reached agreement with Slavia Tools Company, owner of the factory directly adjacent to the Biely Vrch Gold Deposit, whereby the EMED will finance Slavia Tools with €340,000 for detailed relocation planning studies and, if within ten years, the development of Biely Vrch is triggered by EMED, the Company will have the right, exercisable at its own discretion, to proceed to fund construction of new premises for Slavia Tools and acquire the old premises for a maximum cost of €11 million.

KEFI Minerals Plc

KEFI Minerals Plc is a gold and copper exploration company with projects mainly in the Kingdom of Saudi Arabia. It commenced trading on AIM in December 2006. EMED Mining contributed initial assets and currently has a 16.56% shareholding. 

In Saudi Arabia, KEFI Minerals Plc has a joint venture with leading Saudi construction and investment group ARTAR. This joint venture has a number of exploration license applications pending in Saudi Arabia.

Selected Financial Data

The table below summarises selected consolidated financial information for the Group's unaudited interim condensed consolidated financial statements for the three months ended 31 March 2012 and 31 March 2011, and the audited consolidated financial statements for the year ended 31 December 2011.

 

As at and for the period ended

31 March 2012

(€ 000's)

As at and for the period ended

 31 March 2011

(€ 000's)

As at and for the year ended

31 Dec

2011

(€ 000's)

Exploration expenses

(246)

(326)

(1,427)

Care and maintenance expenses

(1,308)

(1,113)

(4,449)

Share-based benefits

(68)

(206)

(254)

Other operating expenses

(1,488)

(730)

(3,578)

Other income

-

-

117

Net foreign exchange loss

(99)

(107)

(363)

Net finance costs

(122)

(340)

(1,180)

Share of results of associates

(66)

(56)

(266)

Tax

443

400

1,733

Loss for the period

(2,954)

(2,478)

(9,667)

Basic and fully diluted loss per share (cents)

(0.34)

(0.36)

(1.4)

Total assets

59,240

58,763

51,830

Total liabilities

(14,869)

(23,889)

(15,901)

Dividends

-

-

-

 

Three months ended 31 March 2012 compared to the three months ended 31 March 2011

EMED Mining recorded a consolidated loss of €2.9 million (or (0.34) cents per share) for the three months ended 31 March 2012, compared with a consolidated loss of €2.5 million (or (0.36) cents per share) for the three months ended 31 March 2011, an increase of €0.4 million. This small overall increase is mainly due to an increase in other operating expenses, in particular legal fees in connection with the placement in March 2012 and management incentive payments.

During the three months ended 31 March 2012, the Group expended €1.3 million on care and maintenance at the Rio Tinto Copper Mine (31 March 2011: €1.1 million). The increase in expenditure relates to higher activity at Rio Tinto.

Other operating expenditure for the three months ended 31 March 2012 was €1.5 million (31 March 2011: €0.7 million) and includes corporate costs, as well as, costs associated with a listed public company such as shareholder communications, on-going listing costs, head office salaries and travel. These costs have increased as explained above.

Net finance costs for the three months ended 31 March 2012 were €0.1 million (31 March 2011: €0.3 million). The decrease in finance costs is largely due to the interest paid on the Convertible Loan which was converted on 31 December 2011.

The foreign exchange loss of €0.1 million incurred during the reporting period is due to the translation of foreign denominated assets and liabilities into Euros.

During the first three months of 2012, €0.07 million was charged to the statement of comprehensive income as a result of the options vested in the first three months of 2012 (31 March 2011: €0.2 million). As at 31 March 2012, the Share Option Reserve amounted to €5.3 million (31 March 2011: €5.2 million).

Total assets were €59.2 million as at 31 March 2012 compared to €58.8 million as at 31 March 2011, an increase of €0.4 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Mine. There was no significant change in the total assets of the Group.

Receivables as at 31 March 2012 of €1.2 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain of €0.6 million and deposits of €0.6 million. As at 31 March 2011, receivables were €1.5 million (VAT: €0.9 million).

Current Liabilities were €5 million as at 31 March 2012 compared to €3.7 million as at 31 March 2011, an increase of €1.3 million. This increase is largely due to the current liability debt with the Department of Social Security amounting to €3.5 million compared to €2m as at 31 March 2011.

Deferred tax is provided in full, 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.

Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets relatined to the benefit of losses carried forward are only recognised to the extent that it is probable that future taxable profit will be available to apply against these losses. As at 31 March 2012, the Group's deferred tax assets stood at €6.3 million (31 March 2011: €4.4 million).

Three months ended 31 March 2012 compared to year ended 31 December 2011

EMED Mining recorded a consolidated loss of €2.9 million (or (0.34) cents per share) for the three months ended 31 March 2012, compared with a consolidated loss of €9.7 million (or (1.4) cents per share) for the year ended 31 December 2011.

 

During the three months ended 31 March 2012, the Group expended €1.3 million on care and maintenance at the Rio Tinto Copper Mine (31 December 2011: €4.4 million). The increase in expenditure relates to higher activity at Rio Tinto due to the expected start of production.

Other operating expenditure for the three months to 31 March 2012 was €1.5 million (31 December 2011: €3.6 million). These costs represent corporate costs and include all costs associated with a listed public company such as shareholder communications, on-going listing costs in both AIM and TSX, head office salaries and travel.

Net finance costs for the three months ended 31 March 2012 were €0.1 million (31 December 2011: €1.2 million). The decrease in finance costs is largely due to the interest paid on the Convertible Loan which was converted on 31 December 2011.

Net foreign currency losses recorded during the period were €0.1 million (31 December 2011: €0.4 million). The foreign exchange loss was due to the translation of foreign denominated assets and liabilities into Euros.

During the first three months of 2012 €0.07 million was charged to the statement of comprehensive income as a result of the options vested in the first three months of 2012 (31 December 2011: €0.3 million). As at 31 March 2012, the Share Options Reserve amounted to €5.3 million (31 December 2011: €5.3 million).

Total assets were €59.2million as at 31 March 2012 compared to €51.8 million as at 31 December 2011, an increase of €7.4 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Mine. The increase in assets is mainly due to the increase in cash reserves.

Receivables as at 31 March 2012 of €1.2 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain €0.6 million and deposits of €0.6 million. As at 31 December 2011, receivables were €1.4 million (VAT: €0.6 million and deposits: €0.8 million).

Deferred tax is provided in full, 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.

Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets related to the benefit of losses carried forward are only recognised to the extent that it is probable that future taxable profit will be available to apply against these losses. As at 31 March 2012, the Group's deferred tax assets were €6.3 million (31 December 2011: €5.8 million).

Summary of Quarterly Results

The Company has prepared unaudited condensed interim consolidated financial statements for the quarters ended 30 September 2010, 31 December 2010, 31 March 2011, 30 June 2011, 30 September 2011,31 December 2011 and 31 March 2012. The first time the Company prepared unaudited interim condensed consolidated financial statements was for the quarter ended 30 September 2010 (since becoming a reporting issuer in Canada).

As at and for the 3 months ended 30 Sep 2010

(€ 000's)

As at and for the 3 months ended 31 Dec 2010

(€ 000's)

As at and for the 3 months ended 31 Mar 2011

(€ 000's)

As at and for the 3 months ended 30 Jun 2011

(€ 000's)

As at and for the 3 months ended 30 Sep 2011

(€ 000's)

 

As at and for the 3 months ended 31 Dec 2011

(€ 000's)

 

As at and for the 3 months ended 31 Mar 2012

(€ 000's)

Exploration expenses

(309)

(380)

(326)

(368)

(411)

(322)

(246)

Care and maintenance expenses

(926)

(714)

(1,113)

(1,144)

(1,520)

(672)

(1,308)

Share-based benefits

-

(137)

(206)

-

-

(48)

(68)

Other operating expenses

(938)

(1,873)

(730)

(942)

(1,019)

(887)

(1,488)

Other income

4

58

-

57

-

60

-

Net foreign exchange gain/(loss)

170

(169)

(107)

94

(166)

(184)

(99)

Net finance costs

(365)

(339)

(340)

(261)

(272)

(307)

(122)

Impairment of intangible assets

-

(310)

-

-

-

-

-

Share of results of associates

29

(59)

(56)

(75)

(71)

(64)

(66)

Tax

279

507

400

405

558

370

443

Loss for the period

(2,056)

(3,416)

(2,478)

(2,234)

(2,901)

(2,054)

(2,954)

 

Basic and fully diluted loss

per share (cents)

 

(0.48)

 

(0.74)

 

(0.36)

 

(0.32)

 

(0.41)

 

(0.28)

 

(0.34)

 

The Group recorded a consolidated loss of €2.9 million for the three months ended 31 March 2012, compared with a consolidated loss of €2.1 million for the three months ended 31 December 2011,a consolidated loss of €2.9 million for the three months ended 30 September 2011, a consolidated loss of €2.2 million for the three months ended 30 June 2011, a consolidated loss of €2.5 million for the three months ended 31 March 2011, a consolidated loss of €3.4 million for the three months ended 31 December 2010, and compared with a consolidated loss of €2.1 million for the three months ended 30 September 2010.

During the three months ended 31 March 2012, the Group expended €0.2 million on exploration expenditure (31 December 2011: €0.3 million; 30 September 2011: €0.4 million; 30 June 2011: €0.4 million; 31 March 2011: €0.3 million; 31 December 2010: €0.4 million; 30 September 2010: €0.3 million). The increase in exploration expenditure during the quarter ended 30 September 2011 was due to exploration expenses incurred in Portugal on the Regua tungsten deposit. In December 2011, the Company allowed the option to acquire the Regua tungsten deposit in Portugal to lapse.

During the quarter ended 31 March 2012, the Group incurred expenditure on care and maintenance at the Rio Tinto Copper Mine of €1.3 million (31 December 2011: €0.7 million; 30 September 2011: €1.5 million; 30 June 2011: €1.1 million; 31 March 2011: €1.1 million; 31 December 2010: €0.7 million; 30 September 2010: €0.9 million). These expenses increased compared to the previous quarter as a result of the increased level of activity at Rio Tinto.

Other operating expenditure for the three months ended 31 March 2012 was €1.5 million (31 December 2011: €0.9 million; 30 September 2011: €1 million; 30 June 2011: €0.9 million; 31 March 2011: €0.8 million; 31 December 2010: €1.9 million; 30 September 2010: €0.9 million). These costs represent corporate costs including all costs associated with a listed public company such as shareholder communications, on-going listing costs, head office salaries and travel.

Net finance costs for the three months ended 31 March 2012 were €0.1 million (31 December 2011: €0.3 million; 30 September 2011: €0.27 million; 30 June 2011: €0.26 million; 31 March 2011: €0.34 million; 31 December 2010: €0.34 million; 30 September 2010: €0.37 million).

Financing Activities

Statement of Cash Flows Summary

 

 

 

As at and for the

3 months ended 31 March 2012

(€ 000's)

As at and for the

3 months ended 31 March 2011

(€ 000's)

As at and for the

12 months ended 31 Dec 2011

(€ 000's)

 

Cash flows used in operating activities

(4,123)

(3,493)

(12,061)

Cash flows used in investing activities

(959)

(735)

(4,875)

Cash flows from financing activities

11,293

2,502

3,222

Net increase/(decrease) in cash and cash equivalent

6,211

(1,726)

(13,174)

 

In 2012, cash flows used in operating activities increased mainly due to increased payments to the social security department in Spain and increased expenditure in the first quarter of 2012.

In 2012 and 2011, cash flows used in investing activities were mainly due to additions in intangibles and in property plant and equipment.

In 2012, the Group obtained €11.9 million from share issues (2011: €3.2 million).

On 3 May 2010, the Company completed a private placement of 83,571,429 Ordinary Shares at a price of GBP0.105 per Ordinary Share. The total proceeds received from the private placement were approximately €10.1 million.

On 20 December 2010 in conjunction with the TSX listing, EMED Mining raised a total of C$32.7 million (GBP20.5 million) via an Initial Public Offering in Canada and a concurrent Private Placement in the UK.

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

On 28 December 2011, under the secured convertible loan agreement, both RCF and RMB exercised their right to convert the outstanding principal amount of the Convertible Loan Facility (see below) amounting to US$8.5 million into new ordinary shares at the conversion price of 4.13 pence per ordinary share. A total of 145,504,558 new ordinary shares were issued to RCF and to RMB. Accordingly, the outstanding principal amount owing under the Loan Agreement of US$8.5 million was satisfied in full by the issue of these shares.

In March 2012 the Company completed a private placement with Yanggu Xiangguang Copper Co. Ltd ("XGC"), a cornerstone copper offtake customer, for an aggregate funding package of US$30 million (intended as to half in the form of share capital and half in the form of a future standby debt facility) in exchange for a 10% ordinary equity position in EMED Mining (on a fully-diluted basis) and the grant of limited off-take rights over the Rio Tinto Mine's copper production. XGC provided US$15 million equity by way of a subscription for 105,378,159 new ordinary shares in the Company at a price of 9 pence per share. XGC has also agreed to 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 Mine). The Company's subsidiary, EMED Marketing Limited ("EMED Marketing") has granted XGC off-take rights over 25% of current reported copper reserves, at market prices. These equity raisings are summarised in the table below:

 

Number of Ordinary Shares Issued

 

Issue

Price

Gross Proceeds

 (C$ million)

Gross Proceeds(GBP million)

 

Gross Proceeds(€ million)

 

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

XGC placement - March 2012

105,378,159

GBP 0.090

15.2

9.5

11.4

Total

448,191,474

64.3

40.3

47.6

 

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

 

The proceeds from the above financings, and in the case of the proceeds from the TSX initial public offering, were and will continue to be applied as previously disclosed by the Company without material variation.

Liquidity

The Group is currently 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.

In liquidity terms, the financing needed to achieve such objectives is typically accessed in two steps. Step one is accessing equity based finance and step two is arranging finance from non-equity based external sources such as traditional project finance and off-take facilities. 

Financial and commodity markets have shown volatility in recent times due to uncertainty. Nonetheless, the outlook for both copper and gold 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 Mine 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 re-start at the Rio Tinto Copper Mine and will need to secure additional project financing (see Mineral, Exploration and Development Property Interests - Funding).

Contractual Obligations

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

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 3 years

(€ 000's)

 

4 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

Debt with department of social security (Spain)

13,271

3,000

9,290

981

-

Total contractual obligations

13,271

3,000

9,290

981

-

 

Contingent Contractual Obligations

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

 

53,000

 

8,833

 

17,666

 

26,501

 

-

 

The following table lists as of 31 December 2011 information with respect to the Group's known contractual obligations:

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 3 years

(€ 000's)

 

4 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

 

Debt with department of social security (Spain)

 

15,894

 

4,843

 

8,635

 

2,416

-

Total contractual obligations

15,894

4,843

8,635

2,416

-

 

Contingent contractual obligations

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

 

53,000

 

8,833

 

17,666

 

26,501

 

-

 

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 Mine) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was the issuance of 39,140,000 Ordinary Shares to Astor Management AG (formerly MRI Group) at a deemed issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including certain loans owed to members of the Astor Group which were incurred in relation to the operation of the Rio Tinto Copper Mine amounting to €9,116,617) to be paid by the Group over six or seven years. This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Mine has been granted and project finance and shareholder approval has been obtained.

In consideration for agreeing to pay the deferred cash settlement over 6 years and for Astors'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 $6,613.86 or more ($3.00/lb).

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 Loan Facility

On 4 March 2009, the Company entered into a Convertible Loan Facility of US$8.5 million with RCF and RMB to provide funds for the Rio Tinto Copper Mine in Spain, the gold project in Slovakia and for general working capital purposes.

On 28 December 2011, RCF and RMB exercised their right to convert the amounts owed to them under the secured convertible loan agreement dated 4 March 2009 into new ordinary shares at a price of 4.13 pence per share. Accordingly, the outstanding principal amount owing under the loan agreement of US$8.5 million was satisfied in full by the issue of shares.

Interest was paid in shares at the election of the Company or the Lenders. The price of shares was based upon the volume weighted average market price at the time of the payment. Interest during 2011 of US$531,482 was paid by the issue of 4,340,285 new ordinary shares.

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 Mine upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €3.6 million to 31 March 2012, in accordance with the agreed repayment schedule.

Contingent liabilities

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 Limited 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.

On 23 September 2010, EMED Tartessus 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 2010. These assertions are judicial (alleging negligence) and administrative (alleging damage to the environment) in nature. The Company owns 33% of the TMF and the owners of the remaining 67% are co-defendants.

In December 2011 the judicial claims were dismissed 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").

Now that the judicial (negligence) claims have been dismissed, the Administrative File is expected to be re-opened in due course to deal with the purported environmental damages, likely accumulating alleged industrial discharges from the winter months of both 2010 and 2011. The original sanction proposed in the Administrative File was potentially a fine of €450,000 and damages in the amount of €1,171,712.60 and this will likely increase with the inclusion of 2011. The authorities have signalled the possibility of sanctions of approximately €12 million. The Company will continue to defend its actions vigorously on the basis that in fact, 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. All actions taken by the Company were conducted with full transparency and in constant communication with the Government of Andalusia. EMED is of the view that it took all actions 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 once the Administrative File, if re-opened, reaches its conclusion in approximately 3-5 years, and in any event the Company would only be responsible for payment of that amount proportional to its ownership of the TMF, this being 33%. Nonetheless, the Company believes that all charges will be dismissed in due course given the circumstances and the clear recognition of those circumstances in the complete dismissal of all judicial charges.

Commitments

There are no minimum exploration requirements at the Rio Tinto Copper Mine. However, the Group is obliged to pay municipal taxes which currently are approximately €88,000 per year in Spain and the Group is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.

There are minimum exploration expenditure requirements for the Slovakia tenements. Tenements are granted for 4 years and over this period a minimum of 70% of the budget proposed by the Group must be spent in order to extend the tenement life for another 2 periods (4 and 2 years, respectively). The first year minimum spend is 10% of the individual tenement budget. Currently the official exploration budget across the Slovakian tenements, according to the exploration programs submitted to the competent Ministry of Environment, is approx. €3.9 million in total (the total proposed expenditure for the period 2009 to 2015 for all 6 tenements). 70% of the proposed budget is €2.7 million, which represents the minimum financial obligation for potential extensions of current lease holdings. For 2012, only two tenements will complete the first year of the initial 4 year exploration period and thus the minimum 10% required expenditure is approx. €47,000. Moreover there are annual tenement rental fees in the order of €90,000 per year. EMED has met its obligations to date and the exploration program for Slovakia will more than fulfil these commitments. All annual technical and financial reports have been submitted in time and approved straightforwardly.

In Cyprus, there are no exploration commitments required and tenement rentals are approximately €36,000 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 16.6% 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 recharged to KEFI.

Both transactions are measured at cost and both have ongoing contractual relationships.

As at and for the 3 months ended 31 Mar 2011

(€ 000's)

As at and for the 3 months ended 30 Jun 2011

(€ 000's)

As at and for the 3 months ended 30 Sep 2011

(€ 000's)

 

As at and for the 3 months ended 31 Dec 2011

(€ 000's)

 

As at and for the 3 months ended 31 Mar 2012

(€ 000's)

Compensation - Directors and Key Management Personnel

420

321

393

342

821

Service charges to KEFI

28

58

-

29

-

 

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 the Group is exposed to 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 Mine 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.

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 a means of mitigating the risk of financial loss from defaults and only banks and financial institutions with an investment grade credit rating are utilised. 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 exploration activities in Spain, Slovakia and Cyprus. During the three month period to 31 March 2012 most funds are held in Euro, some deposits are held in Canadian Dollars, US Dollars and 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.

Fair value estimation

The Directors and management consider that the carrying amount of financial assets and financial liabilities recorded in the consolidated financial statements approximates their fair values.

Critical Accounting Estimates

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 on-going 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 Mine in Spain. The carry forward tax losses for the Group as at 31 March 2012 were €56.9 million of which €22.6 million (deferred tax value of €6.3 million) was attributable to EMED Tartessus and the Rio Tinto Copper Project. It is only these tax losses that have been recognized by the group as this is the only project where the Group has a reasonable expectation of utilizing such losses.

(2) Capitalisation of expenses at the Rio Tinto Copper Mine 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.

 

31 March 2012 (€ 000's)

31 March 2011 (€ 000's)

31 Dec 2011 (€ 000's)

Property, plant and equipment

28,579

26,391

28,363

Intangible assets

9,068

6,139

8,424

Deferred tax

6,255

4,419

5,812

Share options reserve

5,337

5,221

5,269

Changes in Accounting Policies

The Group has not changed any accounting policy since the year ended 31 December 2011.

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 1,400,000,000 Ordinary Shares of 0.25p each. As at 31 March 2012, the Company had the following shares outstanding and commitments to issue shares:

Number of shares

Ordinary Shares

965,670,348

Warrants

9,214,067

Options

76,351,064

Fully diluted

1,051,235,479

 

 

 

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 2012 and ended on 31 March 2012 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

Aristidis (Harry)

Anagnostaras-Adams Managing Director/ CEO

 

John Leach Finance Director/CFO

Roger Davey Director

Ashwath Mehra Director

José Sierra López Director

Robert Francis Director

Jasper Bertisen Director

Senior Management

William Enrico

Chief Operating Officer, Spain

Demetrios Constantinides

Managing Director, Slovakia

 

Rob Williams

Group Development Manager

 

Ron Cunneen

Group Chief Geologist

 

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 2244 2705

F: +357 2242 1956

 

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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