Atalaya Mining Regulatory News (ATYM)

14 May 2014

EMED Mining Public Limited

("EMED Mining" or the "Company")

Quarterly Financial Report

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 2014.

The full unaudited Quarterly Report (as required by Toronto Stock Exchange reporting standards), including the condensed interim 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

· On 28 March 2014, the Company received the Unified Environmental Authorisation (AAU) in relation to the Rio Tinto Copper Project.

· Mr Isaac Querub was appointed as Managing Director and CEO of EMED Mining and Vice President of EMED Tartessus.

Post Period Highlights

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

· The transfer of the Mining Rights (AS) for the Rio Tinto Copper Project announced on 11 April 2014, - as such, EMED Tartessus now has the primary permits to move forward with the Project.

Mr. Isaac Querub, EMED Mining CEO said:

"This has been a transformational period for the Company. The fact that EMED Mining now has AAU and AS approval means that we can focus on developing onsite operations and progress towards the reopening of the historic Rio Tinto Copper project. Since Alberto Lavandeira and I joined EMED in March this year we have undertaken a thorough review of the Company and believe that the outlook is solid and bright. Significant value remains to be unlocked at the Rio Tinto project and we are all focused on executing in a timely and efficient manner for the benefit of all stakeholders.

"The team here has worked exceptionally hard and we look forward to working closely with the Junta de Andalucía as we focus on triggering site works and moving towards production, as well as growing the already sizeable reserve base".

Enquiries

For further information on the Company's activities, visit www.emed-mining.com

EMED Mining Public Limited

(All amounts in Euro thousands unless otherwise stated)

Condensed interim consolidated income statements

(unaudited)

Condensed interim consolidated statements of financial position

(unaudited)

Condensed interim consolidated statements of changes in equity

(unaudited)

.

Condensed interim consolidated statements of cash flows

(unaudited)

EMED Mining Public Limited

(All amounts in Euro thousands unless otherwise stated)

Notes to the condensed interim consolidated financial statements

For the three months to 31 March 2014 and 2013 - (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 (together, "the Group") is committed to the development of metals 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..

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 IFRIC interpretations as adopted by the European Union (EU), 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 2013. 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 2013 Annual Report. The accounting policies are unchanged from those disclosed in the annual consolidated financial statements.

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

The financial statements have been prepared on a going concern basis, the validity of which depends principally on 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 and/or intangible assets.

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 2014. The adoption of these Standards did not have a material effect on the condensed interim consolidated financial statements.

Critical accounting estimates and judgements

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

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

Geographical segments

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

4. Loss per share

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

There are 7,552,476 warrants and 36,150,000 options which have been excluded when calculating the weighted average number of shares because they have an antidilutive effect.

5. Property, plant and equipment

The above fixed assets are located in Cyprus and Spain.

6. Intangible assets

The Rio Tinto Copper Project

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Project) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Trading AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of the Rio Tinto Copper Project) to be paid by the Group over six or seven years (at the option of the Company). This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Project has been granted and the Group has secured project finance facilities and is able to draw down funds under such facilities. Following the transfer of the Mining Rights for the Rio Tinto Copper Project, the Group, on 11 April 2014 recognised the deferred consideration of €52.999.999 to Astor Management AG (Note 16).

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

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

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

· The granting of Administrative Standing (announced 11 April 2014);

· Receipt of the approved AAU (received 28 March 2014);

· Approval of the Final Restoration Plan, including bonding - in progress; and

· Granting of an operating license ("Mining Permit").

Carrying Value of Intangible Assets

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

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

7. Trade and other receivables

8. Share capital and share premium

Authorised capital

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

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

Issued capital

2014

No shares were issued in the period from 1 January 2014 to 31 March 2014. Subject to shareholder approval and the approval of the TSX, Mr Isaac Querub (CEO) and Mr Alberto Lavandeira (COO) will each be issued two million ordinary shares in the Company at par (0.25p per share). These shares will be held in escrow and released to Mr Querub and Mr Lavandeira once they have been employed by the Company for two years or if their service agreements are terminated for certain specified reasons. Shareholder approval for the above proposed issues of shares will be sought at the Company's 2014 Annual General Meeting.

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 have exercise prices ranging from 8p to 11p.

2014

No warrants were issued in the period from 1 January 2014 to 31 March 2014.

Details of share warrants outstanding as at 31 March 2014:

9. Share options and share option reserve

2014

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

10. Convertible Note

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

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

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

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

On 31 March 2014, the fair value of the Conversion Feature was estimated to be €3,708,000 using the Black Scholes option pricing model; the inputs into the model were as follows:

11. Trade and other payables

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

* Social Security: On 25 May 2010 EMED Tartessus S.L recognized a debt with the Social Security's General Treasury in Spain amounting to €16.9 million that was incurred by a previous owner in order to stop the execution process by Public Auction of the land over which Social Security had a lien. €7.6 million has been repaid to date. Originally payable over 5 years, the repayment schedule was renegotiated in July 2013 with the General Treasury in Spain and was extended until June 2017.

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

12. Acquisition of subsidiaries

There were no acquisitions in the three months ended 31 March 2014.

13. Related party transactions

The following transactions were carried out with related parties:

13.1 Compensation of key management personnel

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

13.2 Share-based benefits

The directors and key management personnel have been granted options as set out in Note 9.

13.3 Transactions with KEFI Minerals Plc

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

13.4 Transactions with shareholders

13.5 Period-end balances with shareholders

14. Contingent liabilities

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

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

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

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

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

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

In the Company's view it is unlikely that any fine or sanction will be imposed against EMEDT once the Administrative File, reaches its court appeal in approximately 6-8 months.

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

The Disciplinary File was suspended, following EMEDT petition, until all documents are provided to EMEDT. On 14 March 2014, EMEDT filed a report challenging the allegations.

The Administrative File is not likely to reach its conclusion (both in its administrative stage and Court stage) for approximately 3-5 years.

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

15. Commitments

Spain

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

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

Commencement of production is defined as being the processing of ore at a rate of nine million tonnes per annum for a continuous period of six months and the date that is 18 months after the first product sales from the Rio Tinto Copper Project. Additionally, if after seven years from the date of the land purchase, the Group has not obtained all necessary licenses to open and operate the Rio Tinto Copper Project, the land will be sold back to Rumbo for €1. Should the Group sell the land prior to this date to a third party, Rumbo shall be paid €5.5 million and the above mentioned royalty novated to the third party.

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

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

Slovakia

Annual tenement rental fees for 2014 are €46,000. EMED has met its obligations to date. All annual technical and financial reports have been submitted on time.

Other

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

16. Events after the reporting period

Following the transfer of the Mining Rights for the Rio Tinto Copper Project, the Group, on 11 April 2014 recognised the deferred consideration of €52,999,999 to Astor Management AG (Note 6).

The amount recognised for the deferred consideration was €51,155,210 after taking into consideration a discount rate of 4% which is the rounded average yield of the ten-year Spanish government bonds for the last year. At the same time, an asset of €51,155,210 was also recognised.

The Group anticipates that a rehabilitation liability will be recognised upon commencement of operations at the Rio Tinto Copper Project, the amount of which is subject to review with the relevant authorities.

There were no other events after the reporting period, which would have a material effect on 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 2014 and ended on 31 March 2014 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' year-end 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

FOR THE THREE MONTHS ENDED 31 March 2014

This Management's Discussion and Analysis ("MD&A") of financial condition and results should be read in conjunction with the unaudited condensed interim consolidated financial statements and related notes thereto of EMED Mining Public Limited (the "Company" or "EMED Mining") and its subsidiaries (together "EMED" or "Group") for the three months ended 31 March 2014. 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 2014 and the Company's other public filings, including its most recent Annual Information Form, can be viewed via the SEDAR website (www.sedar.com).

Cautionary Statements Regarding Forward Looking Statements

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

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

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

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‑looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward‑looking statements contained herein are made as of the date of this 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 metals production operations in Europe, with an initial focus on copper and gold. The strategy is to evaluate and prioritise metal production opportunities in several jurisdictions throughout the well-known belts of base and precious metal mineralisation in the European region.

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

In addition to the 100% owned Biely Vrch gold deposit at the Group's Detva Gold Project, in Slovakia, EMED Mining has interests in Cyprus via its 95%-owned subsidiary, and in Saudi Arabia and Ethiopia via 8.6%-owned associate KEFI Minerals Plc.

Currently, the Company's main priority is to safely and efficiently start copper production at the Rio Tinto Copper Project.

Overview of Operations and Significant Events

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

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

· The Board and senior management;

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

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

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

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

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

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

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

During the period to the date of this report, the following developments are particularly noteworthy:

Spain - Rio Tinto Copper Project:

· On 28 March 2014 the Company received the Unified Environmental Authorisation ("AAU");

· On 11 April 2014, the Company announced that the President of the Government of Andalucía authorised the transfer of the Riotinto Mineral Rights thus granting Administrative Standing (AS) for the project;

· These permits are key for PRT and set the roadmap for project development. They incorporate all the requirements and conditions of the relevant regulations and are consistent with Company submissions

· The Company will be working closely with the Junta to address certain aspects of the requirements to ensure that best available techniques are used so that environmental objectives are achieved in the most efficient way possible. In this regard, the company is primarily addressing the restoration plan in relation to the treatment of waste dumps leachates, and on the sealing of old waste dump areas to mitigate the generation of acidic waters;

· The Company now has the primary permits to move forward with the Project. As a brownfield site, copper production can be recommenced in a relatively short time frame and the Company is fully committed to mine development, achievement of production and the expansion of the already sizeable reserve base as quickly as possible.

Slovakia- Detva Gold Project

· In early 2011, EMED Slovakia submitted an application for the designation of a Mining Lease Area ("MLA") over the Biely Vrch Gold Deposit. The Company has since been requested to submit further documentation, including a full Environmental Impact Assessment. Given that these requirements are beyond the lawful procedures of the legislation in force, the company has suspended the permitting process and is reviewing its options.

Corporate

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

Mineral Exploration and Development Property Interests

Spain - Rio Tinto Copper Project

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

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

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

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

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

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

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

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

Steps to Restart Copper Production

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

For the Rio Tinto Copper Project, the Ministry of Economy, Innovation, Science and Employment ("CEICE", as it is now known) of the Junta de Andalucia (the "Andalucian Government") is the substantive regulatory body that has the authority to approve the restart of mining operations which requires:

· the granting of Administrative Standing (announced 11 April 2014);

· receipt of the approved AAU (received 28 March 2014);

· approval of the Final Restoration Plan, including bonding - in progress; and

· granting of an operating license ("Mining Permit").

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

· Ore Reserves (Proven and Probable - 123 million tonnes, containing 600,000 tonnes of copper at 0.49% 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, containing 933,000 tonnes of copper at 0.46% copper) which was derived using a copper price of $3.00/lb ($6,600/tonne) for the Cerro Colorado open pit. This needs updating in light of the planned drilling of the open pit and the underground deposits on the property.

Selected Financial Data

The table below summarises selected consolidated financial information for the Group's unaudited interim condensed consolidated financial statements for the three months ended 31 March 2014 and 31 March 2013. The audited consolidated financial statements are for the year ended 31 December 2013.

Three months ended 31 March 2014 compared to the three months ended 31 March 2013

The Group recorded a consolidated loss of €4.5 million (or (0.36) cents per share) for the three months ended 31 March 2014, compared to a consolidated loss of €3.0 million (or (0.25) cents per share) for the three months ended 31 March 2013. The increase is mainly due to the loss on fair value on conversion of the Convertible note of €1.7m for the three months ended 31 March 2014 (the fair value allocated to the conversion feature of the Convertible Note is re-measured at each reporting period and the difference from the previously recognized fair value is recorded to the income statement).

During the three months ended 31 March 2014, the Group expended €0.02 million on exploration expenditure, which is lower than the previous corresponding period because exploration in Slovakia has been cut back. In accordance with the Group's accounting policy, all exploration expenditure is written off when incurred.

During the three months ended 31 March 2014, the Group expended €0.9 million on care and maintenance at the Rio Tinto Copper Project (31 March 2013: €0.8million). This is expenditure related to such items as professional services, staff costs, site security costs, electricity and pumping costs.

Other operating expenses for the three months ended 31 March 2014 amounted to €1.4 million (31 March 2013: €1.9 million), and represent corporate costs and include outlays associated with a listed public company such as shareholder communications, legal costs, on-going listing costs and fees, administrative salaries and travel. The decrease is due to ongoing cost reductions across the Group.

Net foreign exchange losses of €0.03 million incurred during the reporting period were the result of movements in exchange rates on cash and the Convertible note balances held by the Company (31 March 2013: €0.1 million).

Net finance costs for the three months ended 31 March 2014 were €2.2 million (31 March 2013: €0.1 million). This relates mainly to interest paid on the debt to the Department of Social Security of €0.1 million, the Convertible Note accrued interest of €0.2 million and the loss on fair value on conversion of the Convertible note of €1.7 million and accretion expense of €0.2 million (31 March 2013: €0.1million - interest on debt to Department of Social Security). On initial recognition, the value of the Convertible Note proceeds received was allocated between the debt component and the conversion feature. As the value allocated to the debt component is less than the face value of the Note, accretion expense is recognised over the life of the Note such that, on maturity, the carrying value is equal to the face value.

Total assets were €74.8 million as at 31 March 2014 compared to €75.4 million as at 31 March 2013, a decrease of €0.6 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Project. The decrease is mainly due to the derecognition of the deferred tax asset of €6.5 million and a decrease in trade and other receivable of €0.7 million, which was counteracted by an increase in property, plant and machinery of €3.0 million, an increase in intangible assets of €3.1 million and an increase in cash and cash equivalents of €0.5 million.

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Project upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €7.6 million to 31 March 2014 (31 December 2013: €7.5 million), in accordance with the agreed repayment schedule. The balance outstanding at 31 March 2014 is €9.3 million. Originally payable over five years, the repayment schedule was renegotiated in July 2013 with the General Treasury in Spain and was extended until June 2017.

Receivables as at 31 March 2014 of €0.8 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain of €0.6 million and deposits and prepayments of €0.2 million. As at 31 March 2013, receivables were €1.2 million (VAT: €1.0 million).

Current liabilities stood at €5.1 million as at 31 March 2014 compared to €7.6 million as at 31 March 2013. Accounts payable decreased by €2.5 million at 31 March 2014 principally as a result decrease of €0.7 million in trade payables and a decrease of €1.6 million in the current portion of the debt with the Department of Social Security (reclassified to long term after the repayment schedule was renegotiated in July 2013).

The Group's deferred tax asset on 31 March 2014 was nil (31 March 2013: €6.5 million), as a result of the derecognition of the deferred tax asset of €0.3 million on 31 March 2014 (31 December 2013: €7.0 million).

Summary of Quarterly Results

In 1Q14 the Group recorded a consolidated loss of €4.5 million, compared with a 4Q13 consolidated loss of €10.5 million, a 3Q13 consolidated loss of €3.8 million and a 2Q13 consolidated loss of €1.6 million.

During 1Q14, the Group expended €0.02 million on exploration expenditure (4Q13: €0.1 million; 3Q13: €0.1 million; 2Q13: €0.1 million). Exploration expenditure was relatively constant throughout these periods and was largely attributable to exploration activities in Slovakia, which have now been cut back.

During 1Q14, the Group expended €0.9 million on care and maintenance expenditure at the Rio Tinto Copper Project (4Q13: €0.6 million; 3Q13: €1.0 million; 2Q13: €0.8 million). Expenditure varied between quarters primarily due to seasonal factors.

Other operating expenses for 1Q14 was €1.3 million (4Q13: €1.2 million; 3Q13: €2.0 million; 2Q13: €0.8 million). These costs represent corporate costs and include outlays associated with a listed public company such as on-going listing costs and fees, shareholder communications, legal costs, administrative salaries and travel.

Net finance costs for 1Q14 were €2.2 million (4Q13: €2.0 million; 3Q13: €0.3 million; 2Q13: €0.1 million). The increase in 1Q14 and 4Q13 relates to the accrued interest on the Convertible Note, the loss on fair value on conversion of the Convertible Note and accretion expense totalling €2.1 million (4Q13: €1.6 million).

Financing Activities

In 2014, cash flows used in operating activities decreased mainly due to timing of payments to trade and other creditors.

In 2014, cash flows used in investing activities were mainly due to €0.5 million investment in property plant and equipment (31 March 2013: €1.1 million) and due to €0.7 million investment in intangible assets (31 March 2013: €0.5 million).

The Group did not obtain any funds from equity or debt issues in 1Q14 (1Q13: €NIL million).

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