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Quarterly Financial Report

14 Nov 2014 07:00

RNS Number : 9954W
EMED Mining Public Limited
14 November 2014
 



EMED Mining Public Limited

("EMED" 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 interim results for the three and nine months ended 30 September 2014.

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

 

Operational Highlights

· Over 220 people mobilized and fully working on site including EMED personnel and local contractors.

· Drilling started at Proyecto Riotinto and two drilling contractors and three drill rigs are on site.

· 720m were drilled for metallurgical testing purposes, while a 7,500m resource infill program is in progress with approximately 1,050m already drilled by the end of the third quarter of 2014.

· Mining contractor appointed and mining fleet pre-ordered.

Capital Expenditure

· Potential start-up capital expenditure savings for Phase 1 in the order of US$50M identified.

· Phase 1 throughput rate will be 5Mtpa and management is assessing a range of options for the development of Phase 2 to increase throughput up to 15Mt of ore per year.

· Phase 1 is now progressing well into full implementation.

Permitting Highlights

· Final Restoration Plan officially submitted following completion of the public consultation process. Approval of the Final Restoration Plan is expected before the end of the year.

· Application for the Mining Permit was completed by EMED during the third quarter of 2014. The Mining Permit is expected before year end at which point the Company will be fully permitted to enable full scale mining operations to recommence.

· Junta de Andalucía granted a self-imposed three month regulatory extension to approve the Mining Permit for the Rio Tinto Copper Project to allow for additional time to complete the complex administrative process related to the final permits. As confirmed by the Junta de Andalucía in its release, this does not affect the latest schedule for the project and the Company confirmed that it still expected to receive the final permitting before the end of the year

Financing Highlights

· Successful completion of a £13.1 million subscription with two existing cornerstone investors, Orion Mine Finance Fund I LP ("Orion") and Yanggu Xiangguang Copper Co. Ltd ("XGC") - enabling the continuation of activities on site to the end of the year.

· The Company is finalising plans for the financing of Phase 1 of the Proyecto Riotinto redevelopment.

Corporate Highlights

· Notification received that Trafigura Beheer B.V. had, through its wholly owned indirect subsidiary Urion Holdings (Malta) Limited, acquired 19,565,000 ordinary shares of the Company on 3 November 2014. Trafigura currently exercises control or direction over an aggregate of 278,594,997 ordinary shares, representing approximately 19.35% of the outstanding ordinary shares.

· Requisition received from Urion Holdings (Malta) Ltd (the "Proposing Shareholder"), a wholly owned subsidiary of Trafigura Beheer B.V., requiring the Company to call an Extraordinary General Meeting ("EGM"). The Company is currently in discussions with the Proposing Shareholder and other key stakeholders about the requisition and the proposed timings for any EGM to be convened at the present time.

· The Company continues to review its options, which include the sale and/or joint venture of its interests in Slovakia and is currently in discussions with interested parties.

· The Company is in joint venture discussions with parties interested in the Company's Cypriot assets.

 

Isaac Querub, CEO of EMED Mining said: "The Company continues to work towards receiving final permitting before the year-end, ahead of Q3 2015 restart. We have been extremely busy on the ground and continue to rapidly expand operations during this exciting phase of development. With over 220 people working onsite and drilling and refurbishment ongoing this is an incredibly exciting time at Proyecto Riotinto. We look forward to scaling up further in the coming months as we build on the great momentum achieved to date."

 

 

 

Enquiries

EMED Mining

Isaac Querub/Alberto Lavandeira/John Leach

+34 959 59 28 50

Canaccord Genuity

Neil Elliot/Mark Palmer

+44 207 523 8000

Fox-Davies Capital

Oliver Stansfield

+44 203 463 5061

Walbrook PR

Nick Rome

+44 207 933 8783

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)

 

 

 

 

 

 

 

Notes

Three months ended

30 Sep 2014

 

Three

months ended

30 Sep 2013

 

Nine

months

ended

30 Sep 2014

 

Nine

months ended

30 Sep 2013

 

 

Exploration expenses

(49)

(99)

(97)

(461)

 

Care and maintenance expenses

(1,302)

(1,012)

(2,606)

(2,638)

 

Gross loss

(1,351)

(1,111)

(2,703)

(3,099)

 

Administration expenses

(1,427)

(2,016)

(3,715)

(4,707)

 

Other income

-

-

-

62

 

Share of results of associates

-

(58)

-

(58)

 

Net foreign exchange loss

(35)

(300)

(405)

(450)

 

Finance cost

(1,194)

(338)

(1,712)

(511)

 

Loss before tax

(4,007)

(3,823)

(8,535)

(8,763)

 

Income tax (expense)/credit

(12)

65

(18)

386

 

Loss for the period

(4,019)

(3,758)

(8,553)

(8,377)

 

 

Loss attributable to:

 

- Owners of the parent

(4,019)

(3,758)

(8,552)

(8,376)

 

- Non-controlling interest

-

-

(1)

(1)

 

(4,019)

(3,758)

(8,553)

(8,377)

 

Basic and fully diluted loss per share from operations attributable to owners of the parent during the period (expressed in cents per share)

 

 

 

 

Loss per share (cents)

4

(0.30)

(0.32)

(0.66)

(0.71)

 

 

Loss for the period

(4,019)

(3,758)

(8,553)

(8,377)

 

Other comprehensive income:

 

Exchange differences on translating foreign operations

 

-

 

47

 

-

 

29

 

Total comprehensive loss for the period

(4,019)

(3,711)

(8,553)

(8,348)

 

 

Attributable to:

 

- Owners of the parent

(4,019)

(3,711)

(8,552)

(8,347)

 

- Non-controlling interest

-

-

(1)

(1)

 

Total comprehensive loss for the period

(4,019)

(3,711)

(8,553)

(8,348)

 

 

 

Condensed interim consolidated statements of financial position

(unaudited)

 

 

 

 

 

Notes

30 Sep 2014

31 Dec

 2013

Assets

Non-current assets

Property, plant and equipment

5

55,266

53,052

Intangible assets

6

55,390

14,821

110,656

67,873

Current Assets

Trade and other receivables

7

943

724

Cash and cash equivalents

13,085

8,634

14,028

9,358

Total assets

124,684

77,231

Equity and Liabilities

Equity attributable to owners of the parent

Share capital

8

4,409

3,830

Share premium

8

149,823

134,316

Other reserves

9

5,996

5,724

Accumulated losses

(100,503)

(91,951)

59,725

51,919

Non-controlling interests

(115)

(114)

Total equity

59,610

51,805

Liabilities

Non-current liabilities

Convertible note - derivative component

10

-

2,034

Convertible note - debt component

10

-

11,267

Trade and other payables

11

5,392

7,661

Provisions for other liabilities and charges

12

31,098

-

36,490

20,962

Current liabilities

Convertible note - derivative component

10

293

-

Convertible note - debt component

10

13,496

-

Trade and other payables

11

6,500

4,464

Provisions for other liabilities and charges

12

8,295

-

28,584

4,464

Total liabilities

65,074

25,426

Total equity and liabilities

124,684

77,231

 

 

.

 Condensed interim consolidated statements of changes in equity

(unaudited)

 

 

 

Share capital

 

Share premium

Other reserves

Accumulated

losses

 

 

Total

Non -controlling

Interest

Total

 

At 1 January 2013

 

3,599

 

127,970

 

5,409

 

(72,919)

 

64,059

 

(110)

 

63,949

Total comprehensive loss for the period

 

-

 

-

 

29

 

(8,376)

 

(8,347)

 

(1)

 

(8,348)

Issue of share capital

26

398

-

-

424

-

424

Share issue costs

-

(4)

-

-

(4)

-

(4)

Recognition of share based payments

 

-

 

-

 

93

 

-

 

93

 

-

 

93

At 30 September 2013

3,625

128,364

5,531

(81,295)

56,225

(111)

56,114

Total comprehensive loss for the period

 

-

 

-

 

(20)

 

(10,541)

 

(10,561)

 

(3)

 

(10,564)

Reserve transfer on closure of subsidiaries

 

-

 

-

 

115

 

(115)

 

-

 

-

 

-

Issue of share capital

205

6,361

-

-

6,566

-

6,566

Share issue costs

-

(341)

-

-

(341)

(341)

Warrant issue costs

(68)

68

-

-

-

Recognition of share based payments

 

-

 

-

 

30

 

-

 

30

 

-

 

30

At 31 December 2013

3,830

134,316

5,724

(91,951)

51,919

(114)

51,805

Total comprehensive loss for the period

 

-

 

-

 

-

 

(8,552)

 

(8,552)

 

(1)

 

(8,553)

Issue of share capital

566

15,845

-

-

16,411

-

16,411

Share issue costs

-

(338)

-

-

(338)

-

(338)

Bonus shares issue

13

-

88

-

101

-

101

Recognition of share based payments

 

-

 

-

 

184

 

-

 

184

 

-

 

184

At 30 September 2014

4,409

149,823

5,996

(100,503)

59,725

(115)

59,610

 

 

 Condensed interim consolidated statements of cash flows

(unaudited)

 

 

 

 

Notes

Three months ended

30 Sep 2014

Three months ended

30 Sep 2013

Nine months ended

30 Sep 2014

Nine months ended

30 Sep 2013

Cash flows from operating activities

Loss before tax

(4,007)

(3,823)

(8,535)

(8,763)

Adjustments for:

Depreciation of property, plant and equipment

5

23

34

78

83

Share-based payments

9

67

31

184

93

Bonus share issue

101

-

101

-

Share of loss from associate

-

58

-

58

Interest income

(1)

-

(3)

-

Interest expense

88

338

289

511

Gain on fair value on conversion of the convertible note

10

(323)

-

(1,741)

-

Accretion expense on convertible note

10

155

-

551

-

Convertible note interest expense

10

370

-

930

-

Interest on provisions for other liabilities and charges

12

906

-

1,686

-

Loss on disposal of property, plant and equipment

6

-

4

-

Profit on disposal of investment

(37)

-

(37)

-

Unrealised foreign exchange loss on financing activities

10

291

198

748

29

Unrealised foreign exchange (profit)/loss on operating activities

-

(82)

-

68

Cash outflows from operating activities before working capital changes

 

(2,361)

 

(3,246)

 

(5,745)

 

(7,921)

Changes in working capital:

Trade and other receivables

(284)

(79)

(219)

2,850

Trade and other payables

(204)

(1,449)

(217)

(3,540)

Cash flows used in operations

(2,849)

(4,774)

(6,181)

(8,611)

Interest paid

(88)

(80)

(289)

(253)

Tax paid

(20)

-

(34)

-

Net cash used in operating activities

(2,957)

(4,854)

(6,504)

(8,864)

Cash flows from investing activities

Purchase of property, plant and equipment

5

(1,168)

-

(2,305)

(2,133)

Purchase of intangible assets

(768)

(934)

(2,862)

(2,380)

Proceeds from sale of property, plant & equipment

(6)

-

9

-

Proceeds from sale of investment

37

37

Payment for increase in the investment of associate

-

(58)

-

(58)

Interest received

1

-

3

-

Net cash used in investing activities

(1,904)

(992)

(5,118)

(4,571)

Cash flows from financing activities

Proceeds from issue of share capital

8

16,411

-

16,411

424

Listing and issue costs

8

(301)

-

(338)

(4)

Proceeds from convertible notes

-

11,722

-

11,722

Net cash from financing activities

16,110

11,722

16,073

12,142

Net increase/(decrease) in cash and cash equivalents

11,249

5,876

4,451

(1,293)

Cash and cash equivalents:

At beginning of the period

1,836

434

8,634

7,603

At end of the period

13,085

6,310

13,085

6,310

 

 

Notes to the condensed interim consolidated financial statements

For the nine months to 30 September 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. 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 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.

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

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 and mining development activities are located in Cyprus and Spain and its administration is based in Cyprus.

 

Three months ended 30 September 2014

Cyprus

Spain

Other

Total

Operating loss

(862)

(1,877)

(39)

(2,778)

Finance cost

(199)

(995)

-

(1,194)

Foreign exchange loss

(32)

(2)

(1)

(35)

Operating loss for the period

(1,093)

(2,874)

(40)

(4,007)

Share of loss from associate

-

Loss before tax

(4,007)

Tax charge

(12)

Net loss for the period

(4,019)

 

Nine months ended 30 September 2014

Cyprus

Spain

Other

Total

Operating loss

(2,354)

(4,001)

(63)

(6,418)

Finance income/(cost)

263

(1,975)

-

(1,712)

Foreign exchange loss

(402)

(2)

(1)

(405)

Operating loss for the period

(2,493)

(5,978)

(64)

(8,535)

Share of loss from associate

-

Loss before tax

(8,535)

Tax charge

(18)

Net loss for the period

(8,553)

 

Total assets

11,105

113,557

22

124,684

Total liabilities

(14,236)

(50,811)

(27)

(65,074)

Depreciation of fixed assets

18

58

2

78

Total net additions/(disposals) of non-current assets

-

42,865

(130)

42,735

 

 

Three months ended 30 September 2013

Cyprus

Spain

Other

Total

Operating loss

(1,845)

(1,197)

(85)

(3,127)

Finance costs

(258)

(79)

(1)

(338)

Foreign exchange loss

(252)

(1)

(47)

(300)

Operating loss for the period

(2,355)

(1,277)

(133)

(3,765)

Share of loss from associate

(58)

Loss before tax

(3,823)

Tax credit

65

Net loss for the period

(3,758)

 

Nine months ended 30 September 2013

Cyprus

Spain

Other

Total

Operating loss

(3,953)

(3,474)

(317)

(7,744)

Finance costs

(258)

(250)

(3)

(511)

Foreign exchange loss

(421)

-

(29)

(450)

Operating loss for the period

(4,632)

(3,724)

(349)

(8,705)

Share of loss from associate

(58)

Loss before tax

(8,763)

Tax credit

386

Net loss for the period

(8,377)

 

Total assets

5,853

73,550

538

79,941

Total liabilities

(12,461)

(11,298)

(68)

(23,827)

Depreciation of fixed assets

14

52

17

83

Total additions of non-current assets

47

4,466

-

4,513

 

4. Basic and fully diluted loss per share

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

Three months ended 30 Sep 2014

Three months ended

30 Sep 2013

Nine months ended 30 Sep 2014

Nine

months ended 30 Sep 2013

Parent Company

(1,093)

(2,413)

(2,492)

(4,689)

Subsidiaries

(2,926)

(1,345)

(6,060)

(3,687)

Net loss attributable to owners of the parent

(4,019)

(3,758)

(8,552)

(8,376)

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

 

1,337,404

 

1,185,916

 

1,282,347

 

1,180,544

Loss per share:

Basic and fully diluted loss per share (cents)

(0.30)

(0.32)

(0.66)

(0.71)

There are 7,552,476 warrants and 36,300,000 options which have been excluded when calculating the weighted average number of shares because they have an antidilutive effect.

5. Property, plant and equipment

Land and buildings

Plant and machinery

Motor vehicles

Furniture, fixtures and equipment

 

Total

Cost

At 1 January 2013

35,296

14,039

285

404

50,024

Additions

8

1,929

45

151

2,133

At 30 September 2013

35,304

15,968

330

555

52,157

Additions

245

1,300

26

16

1,587

Disposals

-

-

(22)

-

(22)

At 31 December 2013

35,549

17,268

334

571

53,722

Additions

-

2,264

-

41

2,305

Disposals

-

-

(103)

(35)

(138)

At 30 September 2014

35,549

19,532

231

577

55,889

Depreciation

At 1 January 2013

-

158

225

193

576

Charge for the period

-

-

26

57

83

At 30 September 2013

-

158

251

250

659

Charge for the period

-

-

10

23

33

Disposals

-

-

(22)

-

(22)

At 31 December 2013

-

158

239

273

670

Charge for the period

-

-

18

60

78

Disposals

-

-

(102)

(23)

(125)

At 30 September 2014

-

158

155

310

623

 

Net book value

At 30 September 2014

35,549

19,374

76

267

55,266

At 31 December 2013

35,549

17,110

95

298

53,052

The above fixed assets are located in Cyprus and Spain.

6. Intangible assets

Permits of Rio Tinto Project

 

Goodwill

 

Total

Cost

At 1 January 2013

11,833

10,023

21,856

Additions

2,380

-

2,380

At 30 September 2013

14,213

10,023

24,236

Additions

608

-

608

At 31 December 2013

14,821

10,023

24,844

Additions

40,569

-

40,569

At 30 September 2014

55,390

10,023

65,413

 

Provision for impairment

On 1 January 2013

-

10,023

10,023

Provision for the period

-

-

-

At 31 December 2013

-

10,023

10,023

Provision for the period

-

-

-

At 30 September 2014

-

10,023

10,023

 

Net book value

At 30 September 2014

55,390

-

55,390

At 31 December 2013

14,821

-

14,821

The additions to the Permits of the Rio Tinto Copper Project at 30 September 2014 include the discounted amount of the Astor Management AG (Astor) deferred consideration of €37,706,605 (see Note 12). The final allocation of the Astor deferred consideration between intangible and tangible assets may subsequently be adjusted upon finalisation of a more detailed review being undertaken.

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

30 Sep 2014

31 Dec 2013

Receivables from related parties

-

77

Deposits and prepayments

134

72

VAT

724

540

Other receivables

85

35

943

724

 

8. Share capital and share premium

 

 

 

 

Shares

000's

Share Capital

GBP'000

Share premium

GBP'000

 

Total

GBP'000

Authorised

Ordinary shares of GBP0.0025 each

2,200,000

5,500

-

5,500

Issued and fully paid

000's

EUR'000

EUR'000

EUR'000

Balance at 1 January 2014

1,254,666

3,830

134,316

138,146

Issue

Date

Price (GBP)

 

Details

20 Aug 14

0.0725

Share placement

a)

181,200

566

15,845

16,411

5 Sep 14

0.0025

Bonus share issue

b)

4,000

13

-

13

Share issue costs

-

-

(338)

(338)

Balance at 30 September 2014

1,439,866

4,409

149,823

154,232

 

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

a) On 20 August 2014, 181,200,000 shares at GBP 0.0025 were issued at a price of GBP 0.0725. Upon the issue an amount of €15,844,853 was credited to the Company's share premium reserve

b) On 5 September 2014, 4,000,000 shares at GBP 0.0025 were issued at a price of GBP 0.0025. Mr Isaac Querub (CEO) and Mr Alberto Lavandeira (COO) were each 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.

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 30 September 2014.

 

Details of share warrants outstanding as at 30 September 2014:

 

 

Number of warrants

000's

Outstanding warrants at 1 January 2014:

7,552

- granted during the reporting period

-

- cancelled/expired during the reporting period

-

- exercised during the reporting period

-

Outstanding warrants at 30 September 2014

7,552

 

9. Other reserves

Share option reserve

Bonus share reserve

Foreign exchange reserve

 

Total

At 1 January 2013

5,533

-

(124)

5,409

Exchange differences on translating foreign operations

-

-

9

9

Reserve transfer on closure of subsidiaries

-

-

115

115

Warrant issue cost

68

-

-

68

Recognition of share based payments

123

-

-

123

At 31 December 2013

5,724

-

-

5,724

Bonus shares

-

88

-

88

Recognition of share based payments

184

-

-

184

At 30 September 2014

5,908

88

-

5,996

 

Share options

Number of share options 000's

Outstanding options at 1 January 2014:

33,200

- granted during the reporting period

15,000

- cancelled/expired during the reporting period

(11,900)

- exercised during the reporting period

-

Outstanding options at 30 September 2014

36,300

2014

On 17 March2014, 6,000,000 options were issued to Mr I. Querub (CEO) and 6,000,000 options were issued to Mr A. Lavandeira (COO). 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.

On 1 June 2014, Julian Sanchez (management) was granted options to subscribe for an aggregate total of 3,000,000 Ordinary Shares at an exercise price per Ordinary Share of 9 pence. These options expire five years after the date of issue and have a vesting of one third at the end of twelve months from the date of issue, one third at the end of twenty four months from the date of issue and the balance at the end of thirty six months from the date of issue.

10. Convertible note

30 September 2014

31 December 2013

Debt component

Derivative component

Debt component

Derivative component

Opening balance

11,267

2,034

-

-

Convertible Note issue

-

-

10,275

807

Issuance costs

-

-

(231)

-

Accrued interest

930

-

480

-

Accretion expense

551

-

365

-

Foreign exchange

748

-

378

-

Fair value of the derivative component

-

(1,741)

-

1,227

Closing balance

13,496

293

11,267

2,034

 

 

30 Sep 2014

31 Dec 2013

Non- Current

Derivative component

-

2,034

Debt component

-

11,267

Current

Derivative component

293

-

Debt component

13,496

-

Total

13,789

13,301

 

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 30 September 2014, the fair value of the Conversion Feature was estimated to be €293,000 using the Black Scholes option pricing model; the inputs into the model were as follows:

Share price

£0.069

Exercise price

£0,090

Expected volatility

52%

Expected life

0.28 years

Risk free rate

0.5%

Expected dividend yield

0%

 

11. Trade and other payables

30 Sep 2014

31 Dec 2013

Non-current trade and other payables

Social Security*

5,392

7,661

5,392

7,661

Current trade and other payables

Trade payables

1,987

921

Social Security*

3,050

1,788

Other payables**

481

942

Accruals

927

754

VAT

-

28

Tax liability

15

31

Other

40

-

6,500

4,464

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. €8.5 million has been repaid to date. Originally payable over 5 years, the repayment schedule was subsequently extended until June 2017.

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

12. Provisions for other liabilities and charges

Liability arising on a business combination

At 1 January 2014:

-

Initial recognition of Astor deferred consideration

37,707

Interest charged for the period

1,686

Astor deferred consideration at 30 September 2014

39,393

 

Analysis of total provisions:

30 Sep 2014

31 Dec 2013

Non- Current

31,098

-

Current

8,295

-

Total

39,393

-

Deferred consideration liability

Following the transfer of the Mining Rights for the Rio Tinto Copper Project, the Group recognised the deferred consideration to Astor Management AG on 11 April 2014. The amount recognised for the deferred consideration was €37,707,000 (€53m before discounting), after taking into consideration a discount rate of 9.67% which is the average rate of the borrowings of the Group. At the same time, an amount €37,707,000 was also recognised as an intangible asset. During the period 11 April 2014 to 30 September 2014, an amount of €1,686,000 was recognised in the Consolidated Income Statement as accrued interest. The Astor deferred consideration as at 30 September 2014 was €39,393,000.

History

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Project) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Trading AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of the Rio Tinto Copper Project) to be paid by the Group over six or seven years (at the option of the Company). This consideration is payable once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Copper Project has been granted and the Group has secured project finance facilities and is able to draw down funds under such facilities. In consideration for agreeing to pay the deferred cash settlement over six or seven years and for MRI's consent to the arrangements that were entered into in connection with the convertible loan facility (now repaid), the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the deferred consideration payment period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is US$6,614 or more (US$3.00/lb). On 11 November 2011 MRI novated its right to be paid the deferred consideration to Astor.

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, when EMED proceeds with the restart of the Rio Tinto Project, will be sourced from senior project debt, equity and from project cash flow as may be appropriate. The restart of mining operations remains subject to the following conditions:

· Remaining regulatory approvals and authorisations by the Junta de Andalucía and departmental ministries will be obtained following the grant of Administrative Standing in April 2014, definitive documentation for project financing will be completed and regulatory and political views regarding the Rio Tinto Copper Project will remain positive and unchanged;

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

· Completion of technical due diligence for:

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

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

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

Rehabilitation obligation

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 not determinable at this time as it is subject to negotiation with the relevant authorities.

13. Acquisition of subsidiaries

There were no acquisitions in the nine months ended 30 September 2014.

14. Related party transactions

The following transactions were carried out with related parties:

14.1 Compensation of key management personnel

The total remuneration and fees of Directors (including Executive Directors) and other key management personnel was as follows:

Three

months ended

30 Sep 2014

Three

months ended

30 Sep 2013

Nine

months ended

30 Sep 2014

Nine

months

ended

30 Sep 2013

Directors' fees

247

171

562

547

Directors' other benefits

-

-

65

-

126

Directors' bonus shares

101

-

101

-

Former Managing Director's payout entitlement

-

446

-

446

Share option-based benefits to directors

32

10

95

30

Key management personnel fees

51

134

343

34

408

Share option-based and other benefits to key management personnel

 

(36)*

 

58

 

103

 

116

395

884

1,204

1,673

* Mr. Fernando Arauz, who was included in the figures in Q2 2014 left the company in August 2014.

14.2 Share-based benefits

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

14.3 Transactions with KEFI Minerals Plc

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

Three

months ended 30 Sep 2014

Three

months ended 30 Sep 2013

Nine

months ended 30 Sep 2014

Nine

Months ended

30 Sep 2013

Transactions with KEFI Minerals Plc

-

-

-

59

14.4 Transactions with shareholders

30 Sep 2014

31 Dec 2013

XGC - Convertible Note issue

-

7,535

XGC - Accrued interest

682

352

Orion - Convertible Note issue

-

2,740

Orion - Accrued Interest

248

128

Orion - Issuance costs

-

(231)

930

10,524

14.5 Period-end balances with shareholders

30 Sep  2014

31 Dec 2013

XGC - Debt component

9,897

8,263

XGC - Derivative component

215

1,492

Orion - Debt component

3,599

3,004

Orion - Derivative component

78

542

13,789

13,301

15. 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, was 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.

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.

In the Company's view it is unlikely that any fine or sanction will be imposed against EMEDT once the Administrative File reaches its final conclusion after all appeals are exhausted in approximately 3-5 years.

On 28 January 2014, EMEDT was notified that the Huelva Territorial Delegation of the Ministry of Environment (which has absorbed the former AWA) had initiated another disciplinary proceeding for unauthorized discharge (the "Administrative File 2013") of administrative nature following allegations by the administration of alleged unauthorized industrial discharges from the 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 Administrative File 2013 was suspended, at EMEDT's request, until all documents were provided to EMEDT. On 14 March 2014, EMEDT filed a report challenging the allegations.  In the Company's view, it is unlikely that any fine or sanction will be imposed against EMEDT once the Administrative File 2013 reaches its final conclusion after all appeals are exhausted in approximately 5-7 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.

16. Commitments

Spain

There are no minimum exploration requirements at the Rio Tinto Copper Project. However, the Group is obliged to pay municipal land 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 €41,000. EMED has met its obligations to date. All annual technical and financial reports have been submitted on time. Exploration commitments for 2014 are in the order of €65,000.

Other

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

17. Events after the reporting period

On 6 November 2014, the Company was notified that Trafigura Beheer B.V. ("Trafigura") had, through its wholly owned indirect subsidiary Urion Holdings (Malta) Limited ("Urion"), acquired 19,565,000 ordinary shares of the Company on 3 November 2014. Trafigura currently exercises control or direction over an aggregate of 278,594,997 ordinary shares, representing approximately 19.35% of the outstanding ordinary shares.

As announced on 5 November 2014, the Junta de Andalucía granted a three month regulatory extension to approve the Mining Permit for the Rio Tinto Copper Project. The Company confirmed that it still expected to receive the final permitting before the end of the year. The three month extension period was self-imposed by the Junta de Andalucía to allow for additional time to complete the complex administrative process related to the final permits and as confirmed by the Junta de Andalucía in its release, does not affect the latest schedule for the project.

On 15 October 2014, EMED received a requisition from Urion (the "Proposing Shareholder") requiring the Company to call an Extraordinary General Meeting ("EGM"). The Company is currently in discussions with the Proposing Shareholder and other key stakeholders about the requisition and the proposed timings for any EGM to be convened at the present time.

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 30 September 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 of Financial Condition and Operations for the three and nine months ended 30 September 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 the "Group") for the three and nine months ended 30 September 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 13 November 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: remaining regulatory approvals and authorizations from the Andalucía Government and departmental ministries will be obtained following the grant of Administrative Standing in April 2014; definitive documentation for project financing will be completed; regulatory and political views regarding the Rio Tinto Copper Project ("Proyecto Riotinto") will remain positive and unchanged; the demand for copper will develop as anticipated; that the price of copper will remain at levels that render Proyecto Riotinto 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 Proyecto Riotinto provides an excellent opportunity to bring a large scale copper mine back into production at a relatively low total cost as it already has established infrastructure and a processing facility that can be restarted following refurbishment, including the incorporation of mining industry improvements that have been developed over the past 20 years. 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 operations at the Cerro Colorado Open Pit.

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 its 6.8%-owned investment in KEFI Minerals Plc.

Currently, the Company's main priority is to safely and efficiently restart copper production at Proyecto Riotinto.

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 and other short term sources to fund its activities.

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

· The Board and senior management;

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

· Urion Holdings (Malta) Ltd ("Urion"), a wholly owned subsidiary of Trafigura Beheer B.V., a global commodities trading house;

· 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 Proyecto Riotinto; 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 - Proyecto Riotinto

EMED Mining, via its wholly-owned subsidiary EMED Tartessus, owns 100% of Proyecto Riotinto 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.

Operations 

· The Company now has over 220 people mobilized and fully working on site including EMED personnel and local contractors. The expanding workforce, which now includes key supervisory personnel and operational crews, has particularly focused efforts on the process plant and project infrastructure disciplines identified as being part of the critical path programme. Significant progress has been achieved in instrumentation engineering with orders placed for the supervisory control and data acquisition ("SCADA") system in early August 2014.

· Similarly, electrical engineering is progressing, with all high voltage switchgear and most of the low voltage switchgear ordered and in a well-advanced stage of fabrication. In relation to the process plant, key components of the process plant and infrastructure, including crushing, screening, milling and flotation areas, are currently undergoing inspection and refurbishment.

· Particular attention is being paid to milling and flotation areas where specialist contractors are refurbishing the facilities. Additionally all brand-new long lead items such as primary screen, cyclone clusters, concentrate thickener and filter presses have been ordered. The procurement programme is now concentrated on items of shorter delivery time.

Capital expenditure 

· The Phase 1 throughput rate will be 5Mtpa and management is assessing a range of options for the development of Phase 2 to increase throughput up to 15Mtpa of ore per year. Phase 1 is now progressing well into full implementation and management is close to finalizing a comprehensive review of the operating plan and capital expenditure budget with the aim of optimizing capital expenditure and production rates. This is an on-going and iterative process which has so far identified potential capex savings for Phase 1 in the order of US$50M.

· The savings arise mainly from a better definition of the scope of works of Phase 1 in the form of a combination of refurbishment of essential equipment only, fixed and firm quotations provided by engineering and equipment suppliers, delay of non-essential expenditures, better understanding of the project's working capital requirements and experience already gained from the refurbishment work to date.

Drilling and Metallurgical Work 

· Drilling started at Proyecto Riotinto at the end of July 2014 and two drilling contractors and three drill rigs are on site.

· Some 720m were drilled for metallurgical testing purposes, while a 7,500m resource infill program is in progress with approximately 1,050m already drilled by the end of the third quarter of 2014.

· Additionally, a geotechnical campaign of 1,200m is underway with some 130m already drilled. Metallurgical test-works were initiated at the end of August 2014 and in order to confirm and improve historical information in terms of processing indicators, reagents selection and concentrate quality. The resource infill drilling programme is aimed at improving the geological and resource model in the area that will be mined in the initial five years of production.

Mining 

· A mining contractor has been appointed and mining fleet pre-ordered. Auxiliary services to the mining operation such as explosives and diesel are being discussed with suppliers.

Permitting

· For Proyecto Riotinto, the Ministry of Economy, Innovation, Science and Employment ("CEICE", as it is now known) of the Junta de Andalucía is the substantive regulatory body that has the authority to approve the restart of mining operations which requires:

o the transfer of the mining rights (granting of "Administrative Standing") - received 11 April 2014;

o receipt of the approved Unified Environmental Authorisation ("AAU") - received 28 March 2014;

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

o granting of an operating license ("Mining Permit") - in progress.

· As announced in April the Company has received its AAU and the Administrative Standing for Proyecto Riotinto. These are the key permits required to enable the Company to commence construction at the mine. Proyecto Riotinto has also advanced closer to completing the permitting process which is now only subject to the approval of the Final Restoration Plan and granting of the Mining Permit.

· The Final Restoration Plan was officially submitted on 23 July 2014 and has since gone through public consultation. Approval of the Final Restoration Plan is expected before the end of the year.

· Application for the Mining Permit was completed by EMED during the third quarter of 2014. The Company maintains a regular dialogue with local and regional authorities and remains confident that it will receive the Mining Permit before year end at which point the Company will be fully permitted to enable full scale mining operations to recommence.

· As announced on 5 November 2014, the Junta de Andalucía granted a tree month regulatory extension to approve the Mining Permit for the Rio Tinto Copper Project. The Company confirmed that it still expected to receive the final permitting before the end of the year. The three month extension period was self-imposed by the Junta de Andalucía to allow for additional time to complete the complex administrative process related to the final permits and as confirmed by the Junta de Andalucía in its release, did not affect the latest schedule for the project.

General

· 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 after the exploration drilling programme has been completed:

o Ore Reserves (Proven and Probable - 123 million tonnes, containing 606,000 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);

o Mineral Resources (Measured plus Indicated - 203 million tonnes, containing 930,000 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.

Slovakia - Detva Gold Project

· The permitting process has been suspended since December 2013 and EMED Slovakia has been requested to submit further documentation, including a full Environmental Impact Assessment. In September 2014, the Slovak Parliament approved the ban of cyanide use in gold processing. The Company continues to review its options, which include the sale and/or joint venture of its interests in Slovakia and is currently in discussions with interested parties.

Cyprus

· In Cyprus, EMED holds ten exploration licences totalling 33.89sq.km. They comprise Cu-Zn resources and prospective zones. Currently, the Company is in joint venture discussions with interested parties.

Corporate

· On 6 November 2014, the Company was notified that Trafigura Beheer B.V. ("Trafigura") had, through its wholly owned subsidiary Urion Holdings (Malta) Limited ("Urion"), acquired 19,565,000 ordinary shares of the Company on 3 November 2014. Trafigura currently exercises control or direction over an aggregate of 278,594,997 ordinary shares, representing approximately 19.35% of the outstanding ordinary shares.

· On 15 October 2014, EMED received a requisition from Urion (the "Proposing Shareholder") requiring the Company to call an Extraordinary General Meeting ("EGM"). The Company is currently in discussions with the Proposing Shareholder and other key stakeholders about the requisition and the proposed timings for any EGM to be convened at the present time.

· As announced on 14 August 2014 the Company successfully completed a £13.1 million subscription with two existing cornerstone investors, Orion and XGC. This funding was for general working capital purposes and to allow the continuation of activities on site to the end of the year thus enabling the Company to finalise plans for the complete financing of the Proyecto Riotinto. These financing plans are still being developed and will be put before shareholders for approval in due course.

Selected Financial Data

The table below summarises selected consolidated financial information for the Group's unaudited interim condensed consolidated financial statements for the three and nine months ended 30 September 2014 and 30 September 2013. The audited consolidated financial statements are for the year ended 31 December 2013.

As at and

for the three months ended

30 Sep 2014

As at and

for the three months ended

30 Sep 2013

As at and

for the nine months ended

30 Sep 2014

As at and

for the nine months ended

30 Sep 2013

As at and

for the

year ended

31 Dec 2013

Exploration expenses

(49)

(99)

(97)

(461)

(581)

Care and maintenance expenses

(1,302)

(1,012)

(2,606)

(2,638)

(3,641)

Other operating expenses

(1,427)

(2,016)

(3,715)

(4,707)

(5,496)

Other income

-

-

-

62

123

Net foreign exchange losses

(35)

(300)

(405)

(450)

(396)

Net finance costs

(1,194)

(338)

(1,712)

(511)

(2,460)

Share of loss from associate

-

(58)

-

(58)

(58)

Tax (charge)/credit

(12)

65

(18)

386

(6,412)

Loss for the period

(4,019)

(3,758)

(8,553)

(8,377)

(18,921)

Basic and fully diluted loss per share (cents)

(0.30)

(0.32)

(0.66)

(0.71)

(1.6)

Total assets

124,684

79,941

124,684

79,941

77,231

Total liabilities

(65,074)

(23,827)

(65,074)

(23,827)

(25,426)

Three months ended 30 September 2014 compared to the three months ended 30 September 2013

General

The Group recorded a consolidated loss of €4.0 million (or (0.30) cents per share) for the three months ended 30 September 2014, compared to a consolidated loss of €3.8 million (or (0.32) cents per share) for the three months ended 30 September 2013. The slight increase in the loss is mainly due to the interest charged following the recognition of the Astor deferred consideration, the increase in care maintenance expenses due to increased activity at Proyecto Riotinto following the receipt of the Unified Environmental Authorisation ("AAU") and the transfer of the mining rights ("AS"), counteracted by a decrease in other operating expenses across the Group.

Exploration expenses

During the three months ended 30 September 2014, the Group expended €0.05 million on exploration expenditure, which is lower than the previous corresponding period (30 September 2013: €0.1 million) because exploration in Slovakia has been cut back. In accordance with the Group's accounting policy, all exploration expenditure is written off when incurred.

Care and maintenance expenses

During the three months ended 30 September 2014, the Group expended €1.3 million on care and maintenance at Proyecto Riotinto (30 September 2013: €1.0 million). This is expenditure related to such items as professional services, staff costs, site security costs, electricity and pumping costs. The increase is due to timing of expenditure incurred.

Other operating expenses

Other operating expenses for the three months ended 30 September 2014 amounted to €1.4 million (30 September 2013: €2.0 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.

Foreign exchange losses

Net foreign exchange losses of €0.04 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 (30 September 2013: €0.3 million).

Finance costs

Net finance cost for the three months ended 30 September 2014 were €1.2 million (30 September 2013: €0.3 million). This relates to:

· the gain on fair value on conversion of the Convertible Note of €0.3 million (1);

· accrued interest on conversion of the Convertible Note of €0.3 million;

· accrued interest on the recognition of the Astor deferred consideration of €0.9 million;

· interest paid on the debt to the Department of Social Security in Spain of €0.1 million; and

· the accretion expense accrued of €0.2 million (2).

Nine months ended 30 September 2014 compared to the nine months ended 30 September 2013

General

The Group recorded a consolidated loss of €8.6 million (or (0.66) cents per share) for the nine months ended 30 September 2014, compared to a consolidated loss of €8.4 million (or (0.71) cents per share) for the nine months ended 30 September 2013. The slight increase in the loss is mainly due to the interest charged following the recognition of the Astor deferred consideration, the increase in care maintenance expenses due to increased activity at Proyecto Riotinto following the receipt of the AAU and the AS, counteracted by a decrease in other operating expenses across the Group.

Exploration expenses

During the nine months ended 30 September 2014, the Group expended €0.1 million (30 September 2013: €0.5) 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.

Care and maintenance expenses

During the nine months ended 30 September 2014, the Group expended €2.6 million on care and maintenance at Proyecto Riotinto (30 September 2013: €2.6 million). This is expenditure related to such items as professional services, staff costs, site security costs, electricity and pumping costs.

Other operating expenses

Other operating expenses for the nine months ended 30 September 2014 amounted to €3.7 million (30 September 2013: €4.7 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.

 

(1) 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

(2) 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 Convertible Note, accretion expense is recognised over the life of the Convertible Note such that, on maturity, the carrying value is equal to the face value)

Foreign exchange losses

Net foreign exchange losses of €0.4 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 (30 September 2013: €0.5 million).

Finance costs

Net finance costs for the nine months ended 30 September 2014 were €1.7 million (30 September 2013: €0.5 million). This relates to:

· the gain on fair value on conversion of the Convertible note of €1.7 million;

· accrued interest on conversion of the Convertible Note of €0.9 million;

· accrued interest on the recognition of the Astor deferred consideration of €1.7 million;

· interest paid on the debt to the Department of Social Security in Spain of €0.3 million (30 September 2013: €0.5million); and

· the accretion expense of €0.5 million;

Assets

Total assets were €124.7 million as at 30 September 2014 compared to €79.9 million as at 30 September 2013, an increase of €44.8 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at Proyecto Riotinto. The increase is mainly due to the recognition of the discounted value of the Astor consideration of €37.7 million in intangibles (deferred consideration amount €53 million, discount rate 9.67%), other increase in intangibles of €3.5 million, increase in property, plant and machinery of €3.9 million and an increase in cash and cash equivalents of €6.7m which was counteracted by a decrease of €6.8 million due to the derecognition of the deferred tax asset of €6.8 million. The final allocation of the Astor deferred consideration between intangible and tangible assets may subsequently be adjusted upon finalisation of a more detailed review being undertaken. Receivables as at 30 September 2014 of €0.9 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain of €0.7 million and deposits and prepayments of €0.2 million. As at 30 September 2013, receivables were €0.8 million (VAT: €0.5 million).

The Group's deferred tax asset on 30 September 2014 was NIL (30 September 2013: €6.8. million), as a result of the derecognition of the deferred tax asset on 31 December 2013.

Liabilities

Non-current liabilities stood at €36.5 million on 30 September 2014 compared to €20.2 million on 30 September 2013. The increase is due to the non-current element of the Astor consideration of €31.1 million (30 September 2013 - NIL), counteracted by a reduction in the non-current element of the debt with the Department of Social Security in Spain, 30 September 2014 - €5.4 million (30 September 2013 - €8.5m), and the reclassification of the Convertible Note liability from non-current to current (30 September 2014 - NIL, 30 September 2013 - €11.7 million).

Current liabilities stood at €28.6 million as at 30 September 2014 compared to €3.7 million as at 30 September 2013. The increase of €24.9 million relates to the Convertible Note liability amounting to €13.8 million (30 September 2013: NIL, current element of the Astor consideration amounting to €8.3 million (30 September 2013: NIL), an increase of €1.9 million in the current portion of the debt with the Department of Social Security in Spain and an increase by €0.9 million in trade and other payables. 

Summary of Quarterly Results

As at and for the 3 months ended 31 Dec 2012

As at and for the 3 months ended 31 Mar 2013

 

As at and for the 3 months ended 30 Jun 2013

 

As at and for the 3 months ended 30 Sep 2013

 

As at and for the 3 months ended 31 Dec 2013

As at and for the 3 months ended 31 Mar 2014

 

As at and for the 3 months ended 30 Jun 2014

 

As at and for the 3 months ended 30 Sep 2014

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

Exploration expenses

(301)

(220)

(142)

(99)

(120)

(23)

(25)

(49)

Care and maintenance expenses

(890)

(799)

(827)

(1,012)

(586)

(855)

(449)

(1,302)

Share-based benefits

-

(36)

(26)

(31)

(30)

(59)

(58)

(67)

Other operating expenses

(843)

(1,821)

(808)

(1,985)

(1,176)

(1,340)

(831)

(1,360)

Other income

31

-

62

-

61

-

-

-

Net foreign exchange (loss)/gain

(72)

(123)

(27)

(300)

54

(26)

(344)

(35)

Net finance (costs)/gains

(120)

(105)

(68)

(338)

(1,949)

(2,235)

1,717

(1,194)

Share of loss from associate

-

-

-

(58)

-

-

-

-

Tax (charge)/credit

(1,035)

106

215

65

(6,798)

-

(6)

(12)

(Loss)/profit for the period

(3,230)

(2,998)

(1,621)

(3,758)

(10,544)

(4,538)

4

(4,019)

(Loss)/earnings per share (cents)

(0.33)

(0.25)

(0.14)

(0.32)

(0.89)

(0.36)

0.00

(0.30)

 

General

In 3Q14, the Group recorded a consolidated loss of €4.0 million, compared with a 2Q14 consolidated profit of €0.004 million, a 1Q14 consolidated loss of €4.5 million, and a 4Q13 consolidated loss of €10.5 million.

Exploration expenses

During 3Q14, the Group expended €0.05 million on exploration expenditure (2Q14: €0.02 million; 1Q14: €0.02 million; 4Q13: €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.

Care and maintenance expenses

During 3Q14, the Group expended €1.3 million on care and maintenance expenditure at Proyecto Riotinto (2Q14: €0.4 million; 1Q14: €0.9 million; 4Q13: €0.6 million). Expenditure varied between quarters primarily due to seasonal factors. The increase in 3Q14 is due to timing of expenditure incurred.

Other operating expenses

Other operating expenses for 3Q14 was €1.4 million (2Q14: €0.8 million; 1Q14: €1.3 million; 4Q13: €1.2 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. These costs have in total decreased due to ongoing cost reductions across the Group.

Finance costs

Net finance costs for 3Q14 were €1.2 million (2Q14: net finance gains €1.7 million, 1Q14: net finance costs €2.2 million; 4Q13: net finance costs €2.0 million). The costs in 3Q14 relate to:

· the gain on fair value on conversion of the Convertible Note of €0.3 million;

· accrued interest on conversion of the Convertible Note of €0.3 million;

· accrued interest on the recognition of the Astor deferred consideration of €0.9 million;

· interest paid on the debt to the Department of Social Security in Spain of €0.1 million; and

· the accretion expense accrued of €0.2 million.

Financing Activities

Statement of Cash Flows Summary

As at and for the 9 months ended 30 September 2014

As at and for the 9 months ended 30 September 2013

As at and for the 12 months ended 31 Dec 2013

 

Cash flows used in operating activities

(6,504)

(8,864)

(9,941)

Cash flows used in investing activities

(5,118)

(4,571)

(6,755)

Cash flows from financing activities

16,073

12,142

17,727

Net increase/(decrease) in cash and cash equivalents

4,451

(1,293)

1,031

 

In 2014, cash flows used in operating activities have reduced mainly due to the gain on fair value on conversion of the Convertible Note.

In 2014, cash flows used in investing activities were mainly due to €2.3 million investment in property plant and equipment (30 September 2013: €2.1 million) and due to €2.8 million investment in intangible assets (30 September 2013: €2.4million).

In 2014, cash flows from financing activities were mainly due to a net of €16.1 million from share issues (30 September 2013: €0.4 million from share issue and £9.6 million from the issue of convertible loan to XGC and Red Kite).

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

(All amounts in million)

Number of Ordinary

Shares Issued

 

 

Issue

Price

 

Gross Proceeds

 C$

 

Gross ProceedsGBP

 

Gross Proceeds€

UK IPO - May 2005

52,430,555

GBP 0.05-0.08

5.0

3.1

4.2

 

UK Placement - March 2006

12,000,000

GBP 0.125

2.4

1.5

2.5

 

UK Placement - November 2006

20,850,000

GBP 0.085

2.9

1.8

3.0

 

UK Placement - May 2007

33,333,334

GBP 0.120

6.4

4.0

5.4

 

UK Placement - September 2007

20,588,000

GBP 0.170

5.6

3.5

4.8

 

UK Placement - May 2008

50,000,000

GBP 0.200

16.0

10.0

12.7

 

MRI placement - September 2008

39,140,000

GBP 0.210

13.1

8.2

10.3

 

UK Placement - August 2009

38,170,001

GBP 0.075

4.6

2.9

3.3

 

UK Placement - December 2009

27,727,273

GBP 0.110

4.9

3.1

3.4

 

UK Placement - May 2010

83,571,429

GBP 0.105

14.0

8.8

10.1

 

Canadian IPO - December 2010

180,970,000

C$ 0.135

24.6

15.4

18.3

 

UK Placement - December 2010

60,126,386

GBP 0.085

8.1

5.1

6.0

 

Canadian Option - January 2011

18,145,500

C$ 0.135

2.4

1.5

1.8

 

Convertible Note - December 2011

145,504,458

GBP 0.041

9.6

6.0

7.2

 

XGC Placement - March 2012

105,378,159

GBP 0.090

15.2

9.5

11.4

 

XGC Placement - August 2012

32,247,662

GBP 0.100

5.1

3.2

4.1

 

Canadian/UK Placement - August 2012

41,672,243

GBP 0.085

5.7

3.6

4.5

 

Rumbo Placement - August 2012

48,549,234

GBP 0.089

6.9

4.3

5.5

 

Inland Placement - August 2012

18,511,675

GBP 0.107

3.2

2.0

2.5

 

Orion Placement - Nov./Dec. 2012

63,829,787

GBP 0.148

15.1

9.5

11.7

 

UK Placement - December 2013

68,750,000

GBP 0.080

8.8

5.5

6.6

 

Orion/XGC Placement - August 2014

181,200,000

GBP 0.073

20.9

13.1

16.4

 

Total

200.5

125.6

155.7

 

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

 

Liquidity

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

Financial and commodity markets continue to show volatility due to uncertainty. Nonetheless, the long term outlook for copper has remained positive. It is important to recognise that, while the Group is still reliant on equity funding, the commissioning of the Group's Proyecto Riotinto would move EMED into the producer category quite quickly, given the anticipated short start-up time once funding and governmental approvals have been obtained. Having received the AAU and AS, the Group has commenced construction for the restart at Proyecto Riotinto.

The Company continues to evaluate Proyecto Riotinto financing plans, especially in light of current lower copper prices. The Company expects these prices to recover over the next year or two but the use of traditional project debt at this time would necessitate a degree of hedging which, at current prices, would not be attractive. Therefore alternatives being considered will be weighted towards equity financing thus leaving the way open for the use of project finance in the future for mine expansion purposes. This offers the advantage of much better project financing terms overall as the Company will be in production plus any hedging requirements would be met at expected higher copper prices. The Company continues to evaluate all financing options, including raising new equity or debt, and discussions with key parties are ongoing in order to finalise the Phase 1 funding in the December quarter.

As announced on 15 August 2014, the Company successfully completed a £13.1 million subscription by two existing cornerstone investors, Orion (14.44% shareholding) and XGC (14.30% shareholding). The funds raised are being used for general working capital purposes and to continue activities on site, including continuing with final permitting and drilling activities at Proyecto Riotinto. It is anticipated that the proceeds of the fundraising will finance the Company up to the end of 2014 which, the Directors believe, will enable the Company to optimize financing plans for Proyecto Riotinto. In addition, EMED now has a third significant shareholder with the on market acquisition by Trafigura Beheer B.V. through its wholly owned subsidiary Urion, of a 19.35% shareholding.

Contractual Obligations

The following table lists, as of 30 September 2014, information with respect to the Group's known contractual obligations: 

Contractual obligations

 

Total

Less than

1 year

1 - 2

years

3 - 5

years

Convertible Note

13,665

13,665

-

-

Debt with Department of Social Security (Spain)

8,442

3,050

5,392

-

Debt regarding purchase of land (Spain)

481

481

-

-

Provisions for other liabilities and charges

39,393

8,295

31,098

-

Trade and other payables

2,969

2,969

-

-

Total contractual obligations

64,950

28,460

36,490

-

 

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

Contractual obligations

 

Total

Less than

1 year

1 - 2

years

3 - 5

Years

Convertible Note

11,962

-

11,962

-

Debt with Department of Social Security (Spain)

9,449

1,788

6,113

1,548

Debt regarding purchase of land (Spain)

711

711

-

-

Trade and other payables

1,965

1,965

-

-

Total contractual obligations

24,087

4,464

18,075

1,548

 

Contingent Contractual Obligations

Acquisition of the remaining 49% of Proyecto Riotinto

53,000

8,833

17,666

26,501

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 XGC and £2,555,200 was subscribed by Orion. 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. The balance of the Convertible Note (debt and derivative components) as at 30 September 2014 was €13.8 million.

Settlement Agreement with the Department of Social Security

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of Proyecto Riotinto upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €8.5 million to 30 September 2014 (31 December 2013: €7.5 million), in accordance with the agreed repayment schedule. The balance outstanding at 30 September 2014 is €8.4million. Originally payable over five years, the repayment schedule was extended until June 2017.

Provisions for other liabilities and charges - Astor Management AG ("Astor") (formerly MRI) Acquisition Agreement

In September 2008, the Group moved to 100% ownership of EMED Tartessus (and thus full ownership of Proyecto Riotinto) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was satisfied by issuing 39,140,000 Ordinary Shares to MRI Investment AG ("MRI") at an issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 (including loans of €9,116,617 owed to companies related to MRI incurred in relation to the operation of Proyecto Riotinto) 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 Proyecto Riotinto has been granted and the Group has secured project finance and is able to draw down funds under such facilities.

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

Following the transfer of the Mining Rights for Proyecto Riotinto, the Group recognised the deferred consideration to Astor Management AG on 11 April 2014. The amount recognised for the deferred consideration was €37,706,605 after taking into consideration a discount rate of 9.67% which is the average rate of the borrowings of the Group. At the same time, an amount €37,706,605 was also recognised as an intangible asset. During the period 11 April 2014 to 30 September 2014, an amount of €1.7 was recognised in the Consolidated Income Statement as accrued interest.

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 6.8% interest in KEFI and an ongoing service agreement to provide management and other professional services. The cost of providing this service to KEFI was GBP 0.1 million per annum until 31 December 2013, which has been charged back to KEFI.

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

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

As at and for the 3 months ended 31 Dec 2012

As at and for the 3 months ended 31 Mar 2013

As at and

for the 3

months

ended 31

Jun 2013

As at and for the 3 months ended 30 Sep 2013

As at and for the 3 months ended 31 Dec 2013

As at

and for

the 3

months

ended 31

Mar 2014

As at and

for the 3

months

ended 30

Jun 2014

As at and

for the 3

months

ended 30

Sep 2014

Compensation - Directors and Key Management Personnel

453

410

380

884

722

460

349

395

Service charges to KEFI

29

-

62

-

62

-

-

-

 

As at and

for the three months ended

30 Sep 2014

As at and

for the

year ended

31 Dec 2013

XGC - Convertible Note issue

-

7,535

XGC - Accrued interest

682

352

Orion - Convertible Note issue

-

2,740

Orion - Accrued interest

248

128

Orion - Issuance costs

-

(231)

930

10,524

Period-end balances with shareholders

As at and

for the nine months ended

30 Sep 2014

As at and

for the

year ended

31 Dec 2013

XGC - Debt component

9,897

8,263

XGC - Derivative component

215

1,492

Orion - Debt component

3,599

3,004

Orion - Derivative component

78

542

13,789

13,301

 

Financial Risk Management Policies

The operations of the Group involve certain risks, including treasury risk, interest rate risk, commodity price risk, liquidity risk, credit risk and foreign currency risk. For a complete discussion of the risks, refer to the Company's 2013 Annual Management Discussion and Analysis.

Critical Accounting Estimates

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

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

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. For a complete discussion of accounting estimates deemed most critical by the Company, refer to the Company's 2013 Annual Management Discussion and Analysis.

Changes in Accounting Policies

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

Financial Instruments and Other Instruments

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

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

Outstanding Share Data

The Company's authorised share capital consists of 2,200,000,000 Ordinary Shares of 0.25p each as at 30 September 2014. As at 30 September 2014, the Company had the following shares outstanding and commitments to issue shares:

Number of shares

Ordinary Shares

1,439,865,948

Warrants

7,552,476

Options

36,300,000

Convertible notes

122,865,679

Fully diluted

1,606,584,103

 

 

 

 

 

Internal Controls Risks

Management has established systems of Internal Control over the Financial Reporting ("ICFR") process, which are designed to provide reasonable assurance that relevant and reliable financial information is produced. There was no change in the Group's ICFR that occurred during the period beginning on 1 January 2014 and ending on 30 September 2014 that has materially affected, or is reasonably likely to materially affect, the Group's ICFR.

 

 

 

Additional Information

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

 

Corporate Information

Directors

Ronald Beevor - Chairman

Isaac Querub - Managing Director/ CEO

 

Alberto Lavandeira - Executive Director/COO

Roger Davey - Director

Robert Francis - Director

Harry Liu - Director

Ashwath Mehra - Director

José Sierra López - Director

Senior Management

John Leach - Chief Financial Officer

 

Julian Sanchez - General Manager of Operations  Proyecto Riotinto

 

Registered Office

1 Lampousas Street, Nicosia, Cyprus

 

Stock Exchange Listings

Toronto Stock Exchange

TSX Code: EMD

 

London Stock Exchange

AIM: EMED

 

 

 

Further Information on EMED Mining

 

Visit: www.emed-mining.com

Mail: 1 Lampousas Street,

Nicosia. Cyprus

 

T: +357 22442705

F: +357 22421956

 

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

 

Shareholder Enquiries

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

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

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

 

 

 

 

 

 

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