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Quarterly Financial Results

10 Nov 2011 07:00

RNS Number : 8163R
EMED Mining Public Limited
10 November 2011
 



EMED MINING QUARTERLY FINANCIAL RESULTS

 

10 November 2011

 

EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its unaudited financial results for the three months ended 30 September 2011 and its unaudited results for the nine-month period ending 30 September 2011.

 

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

 

 

Period Highlights

 

·; On 06 September 2011 the Company announced that it has duly completed and submitted documents as requested by the Junta de Andalucia (the "Government") Departments of Industry and Environment.

 

·; This mainly comprised the documents required to create an environmental restoration plan covering an enlarged land footprint.

 

·; Significant expansion possibilities have been identified in the Cerro Colorado open pit and in the adjacent San Dionisio underground mine.

 

·; At the Rio Tinto site the first major section of the processing plant, the primary crusher, has been cleaned up and readied for powering-up and testing without materials feed.

 

 

·; In Slovakia, EMED Mining has had a very successful exploration program and completed this year's deep drilling at the Biely Vrch gold deposit.

 

 

Post Period Events

 

·; Dr. Jose Nicolas Sierra Lopez joined as non- executive Director of EMED Mining. He brings to the Company over 30 years ' experience as a mining and energy leader in the business and government sectors.

 

·; The Junta de Andalucia ("Government") has confirmed its support for the Company's plans to restart the Rio Tinto Mine.

 

·; The actions of the Government are indicative of wanting to achieve a project restart in third quarter 2012.

 

·; All major political parties, all local mayors and the union representing our personnel have openly declared their support for the Company and the restart of the Rio Tinto Mine.

 

·; Various teams are making steady progress on all three key fronts for 2011: permitting, project planning and financing.

 

·; Indicative terms sheets have been received from several project financiers. Taken together with the Company's strong shareholder base and the expressions of interest from product customers, this provides the Company with a good range of financing choices for refinement and optimisation during the course of 2012.

 

·; These proposals include debt funding up to all of the anticipated capital requirements for the restart of the Rio Tinto Copper Mine.

 

·; The intended next steps during Q4-11 are the conditional approval of the enlarged restoration plan and of Administrative Standing so as to ensure access to third party lands as required.

 

 

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

 

"We are pleased with the Government and all major political parties support to restart the Rio Tinto Mine in third quarter 2012 so that we can commence commissioning by end-2012 and ramp up to steady-state ore production of 9 million tonnes per annum in 2014. We continue to work towards providing all of the necessary documentation required with the focus on permitting, project planning and financing."

 

 

 

 

Enquiries

EMED Mining

Harry Anagnostaras-Adams

+357 9945 7843

RFC Corporate Finance

Stuart Laing

+61 8 9480 2500

Fox-Davies Capital

Simon Leathers

+44 203 463 5022

Fairfax I.S. PLC

Ewan Leggat/Katy Birkin

+44 207 598 5368

Bishopsgate Communications

Michael Kinirons

+44 207 562 3350

Proconsul Capital

Andreas Curkovic

+1 416 577 9927

 

 

 

 

 

 

 

EMED MINING PUBLIC LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

for the nine months ended 30 September 2011

(uNAUDITED)

 

 

 

 

 

 

 

Nine months ended

30 Sep 2011

€ 000's

Nine months ended

30 Sep 2010

€ 000's

Three months ended

30 Sep 2011

€ 000's

Three months ended

30 Sep 2010

€ 000's

Revenue

-

-

-

-

Exploration expenditure

(1,105)

(1,051)

(411)

(309)

Care and maintenance expenditure

(3,777)

(3,065)

(1,520)

(926)

Gross loss

(4,882)

(4,116)

(1,931)

(1,235)

Share of results of associates

(201)

(106)

(70)

29

Administration expenses

(2,841)

(2,775)

(1,020)

(934)

Operating loss

(7,924)

(6,997)

(3,021)

(2,140)

Net foreign exchange (loss)/gain

(179)

161

(166)

170

Finance income

178

2

82

-

Finance costs

(1,051)

(848)

(354)

(365)

Loss before tax

(8,976)

(7,682)

(3,459)

(2,335)

Tax

1,363

865

558

279

Loss for the period

(7,613)

(6,817)

(2,901)

(2,056)

Other comprehensive (loss)/income:

Exchange differences on translating foreign operations

 

(26)

 

(95)

 

(123)

 

116

Total comprehensive loss for the period

 

(7,639)

 

(6,912)

 

(3,024)

 

(1,940)

Loss attributable to:

Equity holders of the parent

(7,612)

(6,816)

(2,900)

(2,056)

Non controlling interest

(1)

(1)

(1)

-

(7,613)

(6,817)

(2,901)

(2,056)

Total comprehensive loss attributable to:

Equity holders of the parent

(7,638)

(6,911)

(3,023)

(1,940)

Non controlling interest

(1)

(1)

(1)

-

(7,639)

(6,912)

(3,024)

(1,940)

Earnings per share information

Basic and fully diluted loss per share (cents)

(1.08)

(1.75)

(0.41)

(0.48)

 

 

 

The accompanying notes form part of these condensed interim consolidated financial statements.

 

EMED MINING PUBLIC LIMITED

CONDENSED interim CONSOLIDATED STATEMENTs OF FINANCIAL POSITION

As at 30 SEPTEMBER 2011

(UNaudited)

 

 

 

 

 

 

Note

30 Sep 2011

€ 000's

30 Sep 2010

€ 000's

31 Dec 2010

€ 000's

ASSETS

NON-CURRENT ASSETS

Property, plant and equipment

8

27,450

25,753

26,037

Intangible assets

9

6,919

5,241

5,761

Deferred tax

5,401

3,550

4,057

Deferred financing expenses

-

71

-

Investment in associates

10

81

341

282

TOTAL NON-CURRENT ASSETS

39,851

34,956

36,137

CURRENT ASSETS

Available for sale financial assets

11

38

-

38

Trade and other receivables

12

1,191

837

1,067

Deferred financing expenses

71

284

284

Cash and cash equivalents

13

13,132

2,946

21,533

TOTAL CURRENT ASSETS

14,432

4,067

22,922

TOTAL ASSETS

54,283

39,023

59,059

EQUITY AND LIABILITIES

CAPITAL AND RESERVES

Share capital

14

2,162

1,331

2,059

Share premium

14

82,869

58,139

79,492

Share options reserve

15

5,221

4,531

5,015

Foreign exchange reserve

(139)

(204)

(113)

Accumulated losses

(59,403)

(48,374)

(51,791)

TOTAL EQUITY ATTRIBUTABLE TO

 EQUITY HOLDERS OF THE PARENT

30,710

15,423

34,662

Non controlling interest

(102)

(97)

(101)

TOTAL CAPITAL AND RESERVES

30,608

15,326

34,561

NON-CURRENT LIABILITIES

Borrowings

16

-

7,111

-

Trade and other payables

17

11,836

15,077

13,867

TOTAL NON-CURRENT LIABILITIES

11,836

22,188

13,867

CURRENT LIABILITIES

Borrowings

16

7,074

-

7,113

Trade and other payables

17

4,765

1,509

3,518

TOTAL CURRENT LIABILITIES

11,839

1,509

10,631

TOTAL LIABILITIES

23,675

23,697

24,498

TOTAL EQUITY AND LIABILITIES

54,283

39,023

59,059

 

The accompanying notes form part of these condensed interim consolidated financial statements.

 

 

 

EMED MINING PUBLIC LIMITED

CONDENSED interim CONSOLIDATED STATEMENTs OF CHANGES IN EQUITY

For the nine months ended 30 SEPTEMBER 2011

(UNAUDITED)

 

 

 

Sharecapital

 

Share premium

Share

option reserve

Accumulated

losses

Foreign exchange reserve

 

 

Total

Non controlling

interest

Total

 

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

 

 

 

 

Balance at 1 Jan 2010

 

1,078

 

48,531

 

3,471

 

(41,558)

 

(109)

 

11,413

 

(96)

 

11,317

 

Total comprehensive loss for the period

 

-

 

-

 

-

 

(6,816)

 

(95)

 

(6,911)

 

(1)

 

(6,912)

 

Issue of share capital

253

10,297

-

-

-

10,550

-

10,550

 

Share issue costs

-

(689)

-

-

-

(689)

-

(689)

 

Recognition of share based payments

 

-

 

-

 

1,060

 

-

 

-

 

1,060

 

-

 

1,060

 

Balance at 30 Sep 2010

1,331

58,139

 4,531

(48,374)

(204)

15,423

(97)

15,326

 

Total comprehensive loss for the period

 

-

 

-

 

-

 

(3,417)

 

91

 

(3,326)

 

(4)

 

(3,330)

 

Issue of share capital

728

24,078

-

-

-

24,806

-

24,806

 

Share issue costs

-

(2,725)

-

-

-

(2,725)

-

(2,725)

 

Recognition of share based payments

 

-

 

-

 

484

 

-

 

-

 

484

 

-

 

484

 

Balance at 31 Dec 2010

2,059

79,492

5,015

(51,791)

(113)

34,662

(101)

34,561

 

Total comprehensive loss for the period

 

-

 

-

 

-

 

(7,612)

 

-

 

(7,612)

 

(1)

 

(7,613)

 

Currency translation differences

 

-

 

-

 

-

 

-

 

(26)

 

(26)

 

-

 

(26)

 

Issue of share capital

103

3,588

-

-

-

3,691

-

3,691

 

Share issue costs

-

(211)

-

-

-

(211)

-

(211)

 

Recognition of share based payments

 

-

 

-

 

206

 

-

 

-

 

206

 

-

 

206

 

Balance at 30 Sep 2011

2,162

82,869

5,221

(59,403)

(139)

30,710

(102)

30,608

 

The accompanying notes form part of these condensed interim consolidated financial statements.

 

 

 

EMED MINING PUBLIC LIMITED

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended 30 September 2011

(unaudited)

 

 

 

 

Note

Nine months ended

30 Sep 2011

€ 000's

Nine months ended

30 Sep 2010

€ 000's

Year

ended

31 Dec 2010

€ 000's

CASH FLOWS FROM OPERATING ACTIVITIES

Loss before tax

(8,976)

(7,682)

(11,605)

Adjustments for:

Depreciation of property, plant and equipment

8

84

56

82

Share based payments

206

1,060

1,544

Payment for services rendered with settlement in shares

-

-

240

Payment of interest with settlement in shares

-

459

-

Impairment of intangible assets

-

-

310

Share of loss from associates

201

106

165

Interest Income

(169)

(2)

(3)

Interest expense

838

-

-

Dividend income

(8)

-

-

Unrealised exchange difference on borrowings

179

235

237

Deferred financing expense

213

-

284

Exchange difference on translation of subsidiaries

(26)

(95)

(10)

Operating loss before working capital changes

(7,458)

(5,863)

(8,756)

Changes in working capital:

Increase in receivables

(124)

(365)

(633)

Increase/(decrease) in trade creditors

194

(34)

914

Cash flows used in operations

(7,388)

(6,262)

(8,475)

Interest paid

(541)

-

-

Payment of interest with settlement in shares

(258)

-

-

Tax paid

(20)

-

-

Net cash used in operating activities

(8,207)

(6,262)

(8,475)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment

8

(1,502)

(1,968)

(2,426)

Purchase of intangible assets

9

(1,158)

(2,002)

(2,522)

Dividend received

8

-

-

-

Interest received

169

2

3

Net cash used in investing activities

(2,483)

(3,968)

(4,945)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of share capital

14

3,691

10,091

34,459

Listing and issue costs

14

(211)

(689)

(3,067)

Loan repayment

(978)

-

-

Deferred financing expense

(213)

213

-

Net cash from financing activities

2,289

9,615

31,392

Net (decrease)/increase in cash and cash equivalents

(8,401)

(615)

17,972

CASH AND CASH EQUIVALENTS:

At beginning of the period / year

21,533

3,561

3,561

At end of the period / year

13

13,132

2,946

21,533

 

The accompanying notes form part of these condensed interim consolidated financial statements

 

 

EMED MINING PUBLIC LIMITED

 

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2011

(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 the Alternative Investment Market ("AIM") of the London Stock Exchange in May 2005 and the Toronto Stock Exchange ("TSX") on 20 December 2010.

Principal activities

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

2 Basis of preparation and accounting policies

Basis of preparation

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

These condensed interim consolidated financial statements ('the statements") are unaudited and include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the consolidated financial statements of the Company and the Group for the year ended 31 December 2010. 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 2010 Annual Report.

Going concern

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

The financial statements have been prepared on a going concern basis, the validity of which depends principally on the discovery of economically viable mineral deposits, obtaining the necessary mining licences and the availability of subsequent funding to extract the resource or alternatively the availability of funding to extend the Company's exploration activities. The financial statements do not include any adjustment that would arise from a failure to complete either option. Changes in future conditions could require write downs of the carrying values of property, plant and equipment, intangible assets and deferred tax.

Use and revision of accounting estimates

The preparation of the condensed interim consolidated financial statements requires the making of estimations and assumptions that affect the recognised amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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

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

The Group has adopted all the new and revised IFRSs and International Accounting Standards (IAS) which are relevant to its operations and are effective for accounting periods commencing on 1 January 2011.

 

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

 

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

 

Accounting policies

The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial of the Group.

 

Basis of consolidation

The condensed interim consolidated financial statements incorporate the interim financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

The interim financial statements of all the Group companies are prepared using uniform accounting policies. All inter-company transactions and balances between Group companies have been eliminated during consolidation.

 

Business Combinations:

 

(i) Acquisitions

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

 

(ii) Goodwill

Purchased goodwill is capitalized and classified as an asset on the interim condensed consolidated statement of financial position. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

 

Goodwill is reviewed for impairment on an annual basis. When the directors consider the initial value of the acquisition to be negligible, the goodwill is written off to the consolidated statement of comprehensive income immediately. Trading results of acquired subsidiary undertakings are included from the date of acquisition. Goodwill is deemed to be impaired when the present value of the future cash flows expected to be derived is lower than the carrying value. Any impairment is charged to the condensed interim consolidated statement of comprehensive income immediately.

 

 

Investments in subsidiary companies

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

 

Investments in associate companies

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights.

Investments in associates are initially recognized at cost and are accounted for by the equity method of accounting.

 

Revenue recognition

Revenues earned by the Group are recognised on the following basis:

Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

 

Finance costs

Interest expense and other borrowing costs are charged to the statement of comprehensive income as incurred.

 

Foreign currency translation 

 

(i)

Functional and presentation currency

Items included in the Group's condensed interim consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (''the functional currency''). The condensed interim consolidated financial statements are presented in Euros, which is the Group's functional and presentation currency.

 

(ii)

Foreign currency translation

Foreign currency transactions are translated into the measurement currency using the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of comprehensive income.

 

(iii)

Foreign operations

On consolidation, the assets and liabilities of the consolidated entity's foreign operations are translated at exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly. Exchange differences arising, if any, are recognised in the foreign currency translation reserve which are recognised in profit or loss on disposal of the foreign operation, or in the other comprehensive income/loss.

 

Tax

Current tax liabilities and assets for the current and prior periods are measured at the amount expected to be paid to or recovered from the taxation authorities using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred tax.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

 

 

Acquisitions of assets

All assets acquired, including property, plant and equipment other than goodwill and intangibles, are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition.

When equity instruments are issued as consideration, their market price at the date of acquisition is used as fair value, except where the notional price at which they could be placed in the market is a better indication of fair value.

 

Transaction costs arising on the issue of equity instruments are recognised directly in equity subject to the extent of proceeds received, otherwise they are expensed.

 

Exploration costs

The Group has adopted the provisions of IFRS 6 "Exploration for and Evaluation of Mineral Resources" for expenses and exploration costs. The Group's stage of operations as at the year end and as at the date of approval of these condensed interim consolidated financial statements have not yet met the criteria for capitalization of exploration costs. Care and maintenance costs are expensed in the statement of comprehensive income.

 

Property, plant and equipment

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

 

Depreciation is calculated on the straight‑line method to write off the cost of each asset to its residual value over its estimated useful life. The annual depreciation rates used are as follows:

 

Plant and machinery

10%-20%

Motor vehicles

20%

Furniture, fixtures and office equipment

10%-20%

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

 

Expenditure for repairs and maintenance of property, plant and equipment is charged to the statement of comprehensive income of the year in which they were incurred. The cost of major renovations and other subsequent expenditures are included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset.

 

Gains and losses on disposal of property, plant and equipment are determined by comparing proceeds with carrying amount and are included in the condensed interim consolidated statement of comprehensive income.

 

Intangible assets

Intangible assets relate to mineral rights acquired and permits in respect of projects that are at the pre-development stage. Intangible assets acquired through a business combination or an asset acquisition are capitalised separately from goodwill if the asset is separable or arises from contractual or legal rights, and the fair value can be measured reliably on initial recognition. No depreciation charge is recognised in respect of intangible assets.

 

 

 

Impairment of assets

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

 

Financial instruments

Financial assets and financial liabilities are recognised on the Group's statements of financial position when the Group becomes a party to the contractual provisions of the instrument.

 

Cash and cash equivalents

For the purposes of the cash flow statement, cash and cash equivalents comprise of cash at bank and on hand.

 

Investments

The Group classifies its investments in equity and debt securities in the following categories: financial assets at fair value through profit or loss, held‑to‑maturity investments and available for‑sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of investments at initial recognition and re‑evaluates this designation at every reporting date.

 

Trade and other receivables

Trade receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Impairment of trade receivables is established when there is objective evidence as a result of a loss event that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The impairment is recognised in the statements of comprehensive income.

 

Available‑for‑sale financial assets

Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available‑for‑sale; these are included in non‑current assets unless management has the express intention of holding the investment for less than 12 months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets.

 

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

 

 

 

 

Realised and unrealised gains and losses arising from changes in the fair value of financial assets at fair value through profit or loss are included in the condensed interim consolidated statement of comprehensive income in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of available‑for‑sale financial assets are recognised in the condensed interim consolidated statement of comprehensive income and then in equity. When available‑for‑sale financial assets are sold or impaired, the accumulated fair value adjustments are included in the condensed interim consolidated statement of comprehensive income.

 

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis, making maximum use of market inputs and relying as little as possible on entity specific inputs. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.

 

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available‑for‑sale financial assets the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in profit and loss. Impairment losses recognised on equity instruments are not subsequently reversed.

 

Borrowings

Borrowings are recorded initially as the proceeds are received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.

 

Trade payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

 

Share capital

Ordinary shares are classified as equity.

 

Share based compensation benefits

IFRS 2 "Share‑based Payment" requires the recognition of equity‑settled share‑based payments at fair value at the date of grant and the recognition of liabilities for cash‑settled share‑based payments at the current fair value at each balance sheet date.

 

The fair value is measured using the Black Scholes pricing model. The inputs used in the model are based on management's best estimates for the effects of non-transferability, exercise restrictions, behavioural considerations and expected volatility.

 

 

Derecognition of financial assets and liabilities

Financial assets

A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:

·; the rights to receive cash flows from the asset have expired;

·; the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or

·; the Group has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

 

Offsetting financial instruments

Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the statement of financial position.

 

Provisions

Provisions are recognised when the Group has a present obligation, whether legal or constructive, as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

 

Critical accounting estimates and judgements

The preparation of the financial report requires the making of estimations and assumptions that affect the recognized amounts of assets, liabilities, revenues and expenses and the disclosure of contingent liabilities. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods, if the revision affects both current and future periods.

EMED Mining takes a conservative approach in its accounting policy towards exploration expenditure and to goodwill on acquisition. All such expenditures are written off on acquisition or when incurred pending the Board's decision to commence project development. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

 

 

Income taxes

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

 

Capitalisation of exploration and evaluation costs

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

 

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

 

Impairment review of asset carrying values

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year.

 

Where the recoverable amounts of Group cash generating units are assessed by analyses of discounted cash flows, the resulting valuations are particularly sensitive to changes in estimates of long term commodity prices, exchange rates, operating costs, the grouping of assets within cash-generating units and discount rates.

 

Contingencies

Material contingencies facing the Group are set out in Note 19 of the condensed interim consolidated financial statements. A contingent liability arises where:

 

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

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

 

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

 

Share-based compensation benefits

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

 

Fair value estimation

The fair values of the Group's financial assets and liabilities approximate their carrying amounts at the balance sheet date.

 

Comparatives

Where necessary, comparative figures have been adjusted to conform to changes in presentation in the current period.

 

3 Financial risk management

 

Financial risk factors

The Group is exposed to interest rate risk, liquidity risk and currency risk arising from the financial instruments that it may hold. The risk management policies employed by the Group to manage these risks are discussed below:

 

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group is exposed to interest rate risk in relation to its bank deposits. The Group's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

 

Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

 

Currency risk

The Company has exploration activities in Spain, Slovakia and Cyprus. During the nine month period to 30 September 2011 most funds are held in Euro, some deposits are held in Canadian Dollars and GBP for working capital purposes. The Company is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the group's measurement currency and also the Convertible Loan Facility with RCF and RMB to provide a borrowing facility of up to US$8.5 million. The Company is mainly exposed to Euros and the Company's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Group's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Group's policy is not to enter into any currency hedging transactions.

 

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group's overall strategy remains unchanged from last year.

 

4 Tax

 

The Company is subject to corporation tax in Cyprus on its taxable profits at the rate of 10%. Under certain conditions interest income may be subject to defence contribution at the rate of 15%. In such cases this interest will be exempt from corporation tax. In certain cases, dividends received from abroad may be subject to defence contribution at the rate of 17%.

5 Business and geographical segments

 

Business segments

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

Geographical segments

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

Nine months ended 30 September 2011

Cyprus

Georgia

Slovakia

Europe

Spain

Total

 

€'000

€'000

€'000

€'000

€'000

€'000

 

Operating loss

(1,916)

(1)

(846)

(301)

(4,659)

(7,723)

 

Foreign exchange (loss)

 

(165)

 

(14)

 

-

 

-

 

-

 

(179)

 

Financial income

170

-

-

-

8

178

 

Financial costs

(604)

-

-

-

(447)

(1,051)

 

 Net loss for period

(2,515)

(15)

(846)

(301)

(5,098)

(8,775)

 

Share of results from associates

 

(201)

 

Loss before tax

(8,976)

 

Tax

1,363

 

Net loss for the period

(7,613)

 

 

Total assets

12,545

-

95

51

41,592

54,283

 

 

Total liabilities

7,995

-

20

28

15,632

23,675

 

 

Depreciation of fixed assets

 

33

 

-

 

33

 

-

 

18

 

84

 

 

Nine months ended 30 September 2010

Cyprus

Georgia

Slovakia

Europe

Spain

Total

 

€'000

€'000

€'000

€'000

€' 000

€'000

 

Operating loss

(3,343)

(3)

(478)

31

(3,098)

(6,891)

 

Foreign exchange gain

 

77

 

84

 

-

 

-

 

-

 

161

 

Financial income

-

-

2

-

-

2

 

Financial costs

(641)

-

(2)

-

(205)

(848)

 

Net (loss)/profit for the period

 

(3,907)

 

81

 

(478)

 

31

 

(3,303)

 

(7,576)

 

Share of results from associates

 

(106)

 

Loss before tax

(7,682)

 

Tax

865

 

Net loss for the period

(6,817)

 

 

Total assets

3,443

1

107

51

35,421

39,023

 

 

Total liabilities

7,643

-

2

3

16,049

23,697

 

 

Depreciation of fixed assets

39

-

9

-

8

56

 

6 Loss per share

 

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

 

 

 

 

 

 

 

Nine months ended

30 Sep 2011

€ 000's

Nine months ended

30 Sep 2010

€ 000's

Net loss attributable to equity shareholders

(7,612)

(6,816)

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

 

703,323

 

388,501

Basic and fully diluted loss per share (cents)

(1.08)

(1.75)

 

 

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

 

7 Controlled entities

 

The Group has the following subsidiaries which have been consolidated in these condensed interim consolidated financial statements.

 

Name of entity

 

Incorporation/

Date of acquisition

 

Country of incorporation

Effective proportion of shares held

Eastern Mediterranean Minerals (Cyprus) Ltd

28-Feb-05

Cyprus

95%

Tredington Ventures Ltd

28-Feb-05

Cyprus

95%

Winchcombe Ventures Ltd

28-Feb-05

Cyprus

95%

Eastern Mediterranean Resources A.E (Greece)

21-Jun-05

Greece

100%

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

10-Jul-05

Slovakia

100%

Eastern Mediterranean Resources (Caucasus) Ltd

11-Nov-05

Georgia

100%

Georgian Mineral Development Company Ltd

27-Dec-05

Georgia

100%

Slovenske Kovy S.R.O.

30-Mar-07

Slovakia

100%

EMED Mining Spain S.L.

12-Apr-07

Spain

100%

Slovenske Nerasty Spol S.R.O

14-Apr-07

Slovakia

100%

EMED Tartessus S.L.

12-Apr-07/

30-Sep-08

Spain

100%

EMED Marketing Ltd

08-Sep-08

Cyprus

100%

EMED Holdings (UK) Ltd

10-Sep-08

United Kingdom

100%

 

Eastern Mediterranean Resources Romania SRL was deregistered on 23 August 2010.

 

EMED Mining Armenia LLC was sold on 30 July 2010.

8 Property, plant and equipment

Land and buildings

Plant and machinery

Furniture, fittings and equipment

Motor vehicles

 

Total

€ 000's

€ 000's

€ 000's

€ 000's

€ 000's

Cost

At 1 January 2010

1,259

6,913

123

163

8,458

Additions

16,984

846

26

-

17,856

At 31 December 2010

18,243

7,759

149

163

26,314

Additions

-

1,332

96

69

1,497

At 30 September 2011

18,243

9,091

245

232

27,811

Depreciation

At 1 January 2010

-

69

54

72

195

Charge for the year

-

32

21

29

82

At 31 December 2010

-

101

75

101

277

Charge for the period

-

24

18

42

84

At 30 September 2011

-

125

93

143

361

 

Net book value

At 30 September 2011

18,243

8,966

152

89

27,450

At 31 December 2010

18,243

7,658

74

62

26,037

 

In May 2010, EMED Tartessus entered into an agreement with the Department of Social Security in Spain. Under the terms of the agreement, the Department of Social Security has agreed not to enforce the liens held by it against the relevant assets now owned by EMED Tartessus provided that the outstanding debt of €16.9 million is repaid in full over a five year period.

9 Intangible assets

Permits of Rio Tinto Mine

Acquisition of mineral rights

 

Goodwill

 

Total

€'000

€'000

€'000

€'000

Cost

At 1 January 2010

3,239

-

10,023

13,262

Additions

2,522

310

-

2,832

At 31 December 2010

5,761

310

10,023

16,094

Additions

1,158

-

-

1,158

At 30 September 2011

6,919

310

10,023

17,252

Provision for impairment

On 1 January 2010

-

-

10,023

10,023

Provision for the period

-

310

-

310

At 31 December 2010

-

310

10,023

10,333

Provision for the period

-

-

-

-

At 30 September 2011

-

310

10,023

10,333

Closing net book amount

At 30 September 2011

6,919

-

-

6,919

At 31 December 2010

5,761

-

-

5,761

 

Proyecto Rio Tinto ("Rio Tinto Mine")

On 11 May 2007, EMED Mining announced an opportunity for the Company to acquire, in stages, 100% of the Rio Tinto Mine through the Company's Spanish associate EMED Tartessus S.L.

 

The evaluation costs of the Rio Tinto Mine consist of all expenditures incurred up to 31 December 2007 that were necessary to evaluate the project and include the incorporation costs of the Spanish subsidiary EMED Tartessus S.L. These amounts were fully provided for as at 31 December 2007 since the Group had no beneficial interest if it did not exercise its option to acquire the Rio Tinto Mine. However, on 30 September 2008, the Company moved to 100% ownership by acquiring the remaining 49 per cent of the issued capital of EMED Tartessus S.L. which owns 100% of the Rio Tinto Mine. EMED Tartessus S.L. is now a wholly owned subsidiary. This resulted in reversing the previous year's provision of initial evaluation costs and has formed part of the Group's cost of investment.

 

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

 

As part of the purchase consideration, 39,140,000 new ordinary shares of the Company were issued to MRI Investment AG, a member of the MRI Group at an issue price of 21 pence each. This resulted in goodwill amounting to €9,333,000 which the Company has fully provided for since the mining licence has not yet been obtained.

 

Further deferred consideration totalling up to €43,883,382 is to be paid by the Group on the occurrence of the following events:

 

·; €8,833,333 when both (a) the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Mine has been granted and (b) EMED Tartessus or another company in the Group has secured senior debt finance and guarantee facilities for a sum sufficient for the acquisition and re-start of mining operations at the Mine. These milestones will effectively remain a matter of discretion of the Company and will not in practice be triggered until approval from the Company's shareholders has been received for the restart; and

 

·; with the balance of the consideration being paid in equal annual or quarterly instalments over the following six years (the "Payment Period").

 

In consideration for agreeing to defer the above instalments over 6 years and for MRI's consent to the arrangements being entered into in connection with the Convertible Loan Facility, the Company agreed to potentially pay further deferred consideration of up to €15,900,000 in regular instalments over the Payment Period depending upon the price of copper. Any such additional payment will only be made if, during the relevant period, the average price of copper per tonne is $6,613.86 or more ($3.00/lb).

 

The Company also acquired the benefit of certain loans owed to members of the MRI Group which were incurred in relation to the operation of the Rio Tinto Mine amounting to €9,116,617. These loans have been acquired at their face value, such consideration to be paid once the authorisation from the Junta de Andalucía to restart mining activities in the Rio Tinto Mine has been granted and Restart has been achieved.

 

The funds required to make these payments will be sourced from planned banking facilities and from project cash flow.

 

The restart of mining operations remains subject to the following conditions:

 

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

 

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

 

·; Completion of technical due diligence for:

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

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

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

 

Carrying Value of Intangible Assets

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

 

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

 

Regua Tungsten Deposit in Portugal

 

On 21 September 2010, the Company announced that it had entered into an option agreement dated 15 September 2010, pursuant to which Iberian Resources Portugal Minerais Unipessoal LDA ("Iberian Portugal") has granted the Company an option to acquire a 100% interest in all of the assets (including the mineral licence and assets located thereon and all mining information) held by it in respect of the Regua Tungsten Deposit in Portugal. As consideration for the grant of the option, the Company has issued 2,500,000 Ordinary Shares at a deemed issue price of £0.105. The option may be exercised by the Company at any time prior to 31 December 2011 (the "Option Period") upon a further payment by the Company to Iberian Portugal of €750,000, in cash or Ordinary Shares at the Company's election. The Company will also make a cash payment of €100,000 or such higher amount to cover costs incurred by Iberian Portugal during the Option Period. In order to earn an interest in the Regua Tungsten Deposit, the Company must spend: (i) a minimum of €250,000 on the project during the Option Period, and (ii) a further €1,500,000 over the three years following the exercise of the option.

 

The acquisition of mineral rights consists of all expenditures incurred up to 31 December 2010 for the purchase of the above option. These amounts were impaired as at 31 December 2010 since the Company has no beneficial interest in the Regua Tungsten Deposit in Portugal until it exercises its option. EMED Mining has completed initial planned drilling aimed at extending known mineralisation and will next complete its assessment of the property and decide whether or not to exercise its purchase option.

10 Investment in associates

30 Sep 2011

€'000

30 Sep 2010

€'000

31 Dec 2010

€'000

The Group

Opening balance

282

447

447

Additions at cost

-

-

-

Disposals

-

-

-

Share of results for the period/year

(201)

(106)

(165)

Closing amount based on equity accounting

81

341

282

 

 

 

Company name

 

Date of incorporation

Country of incorporation

Effective proportion

of shares held

Kefi Minerals Public Plc

24 October 2006

United Kingdom

18.5%

 

 

Amounts relating to associate:

30 Sep 2011

€'000

30 Sep 2010

€'000

31 Dec 2010

€'000

Total assets

1,638

878

1,112

Total liabilities

(341)

(250)

(250)

1,297

628

862

Loss for the period/year

(1,089)

(442)

(815)

 

11 Available‑for‑sale financial assets

 

 

 

30 Sep 2011

€'000

30 Sep 2010

€'000

31 Dec 2010

€'000

Opening and closing balance

38

-

38

38

-

38

 

 

Fair values and cost :

 

30 Sep 2011

€'000

30 Sep 2010

€'000

31 Dec 2010

€'000

Investment in funds

38

-

38

38

-

38

 

Available‑for‑sale financial assets, comprising principally investment in funds, are fair valued at the end of each reporting period. For investments traded in active markets, fair value is determined by reference to Stock Exchange quoted bid prices. For other investments, fair value is estimated by reference to the current market value of similar instruments or by reference to the discounted cash flows of the underlying assets. Equity investments for which fair values cannot be measured reliably are recognised at cost less impairment.

 

 

 

 

 

 

12 Trade and other receivables

30 Sep 2011

€ 000's

30 Sep 2010

€ 000's

31 Dec 2010

€ 000's

Receivables from associates

99

40

7

Deposits and prepayments

572

140

266

VAT receivable

520

657

794

1,191

837

1,067

13 Cash and cash equivalents

Cash included in the cash flow statement comprise the following balance sheet amounts:

 

30 Sep 2011

€'000's

30 Sep 2010

€'000's

31 Dec 2010

€'000's

Cash at bank and on hand

13,132

2,946

21,533

14 Share capital

 

Authorised

Number of shares

000's

Share Capital

€ 000's

Share premium

€ 000's

 

Total

€ 000's

Ordinary shares of GBP0.0025 each

1,000,000

2,500

-

2,500

Issued and fully paid

Balance at 1 January 2010

340,333

1,078

48,531

49,609

 

Issue Date

Price (GBP)

24 Feb 10

0.112

Share placement

a)

1,015

3

126

129

24 Feb 10

0.120

Option exercised

b)

34

-

5

5

03 May 10

0.105

Share placement

c)

83,571

240

9,851

10,091

04 May 10

0.114

Share placement

d)

980

3

125

128

18 Aug 10

0.083

Share placement

e)

1,356

4

133

137

18 Aug 10

0.050

Option exercised

f)

1,000

3

57

60

02 Dec 10

0.088

Share placement

g)

1,282

4

130

134

02 Dec 10

0.105

Share placement

h)

2,500

7

302

309

20 Dec 10

0.085

Share placement

I)

180,970

539

17,786

18,325

20 Dec 10

0.085

Share placement

j)

60,126

178

5,860

6,038

Share issue costs

-

-

(3,414)

(3,414)

Balance at 31 December 2010

673,167

2,059

79,492

81,551

Issue Date

Price (GBP)

11 Jan 11

0.085

Share placement

a) a

18,146

52

1,712

1,764

12 Jan 11

0.075

Warrants exercised

b) b

1,834

5

155

160

18 Jan 11

0.080

Option exercised

c)

367

1

33

34

19 Jan 11

0.090

Option exercised

d)

1,000

3

102

105

19 Jan 11

0.105

Warrants exercised

e)

4,554

13

542

555

19 Jan 11

0.109

Share placement

f)

1,043

3

129

132

6 April 11

0.080

Option exercised

g)

131

1

11

12

28 April 11

0.080

Option exercised

h)

375

1

33

34

9 May 11

0.080

Option exercised

i)

7,033

19

618

637

19 May 11

0.159

Interest

j)

709

2

126

128

20 Sep 11

0.101

Interest

k)

1.115

3

127

130

Share issue costs

-

-

(211)

(211)

Balance at 30 September 2011

709,474

2,162

82,869

85,031

 

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

On 22 November 2010, shareholders approved an increase in the authorized share capital of the Company from GBP1,750,000 to GBP2,500,000 by the creation of 300,000,000 new ordinary shares of GBP0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of GBP0.0025 each in the capital of the Company.

On 23 March 2009, shareholders approved an increase in the authorised share capital of the Company from GBP1,000,000 to GBP1,750,000 by the creation of 300,000,000 new ordinary shares of GBP0.0025 each in the capital of the Company ranking pari passu with the existing ordinary shares of GBP0.0025 each in the capital of the Company.

On 26 May 2008, the Company passed the following special resolution:

That the authorized share capital of the Company be increased from GBP500,000 divided into 200,000,000 shares of GBP 0.0025 each, by GBP500,000 by the creation of 200,000,000 new ordinary shares of GBP0.0025 each, resulting in GBP1,000,000 divided into 400,000,000 shares of GBP0.0025 each.

 

Issued capital

2011

a) On 11 January 2011, 18,145,500 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €1,711,868 was credited to the Company's share premium reserve.

b) On 12 January 2011, 1,832,680 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.075. Upon the issue an amount of €154,419 was credited to the Company's share premium reserve.

c) On 18 January 2011, 367,493 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.080. Upon the issue an amount of €33,097 was credited to the Company's share premium reserve.

d) On 19 January 2011, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.090. Upon the issue an amount of €101,692 was credited to the Company's share premium reserve.

e) On 19 January 2011, 4,553,571 shares at GBP 0.0025 were issued upon exercise of warrants at a price of GBP 0.105. Upon the issue an amount of €542,441 was credited to the Company's share premium reserve.

f) On 19 January 2011, 1,043,025 shares at GBP 0.0025 were issued at a price of GBP 0.109. Upon the issue an amount of €128,604 was credited to the Company's share premium reserve.

g) On 6 April 2011, 130,968 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €11,545 was credited to the Company's share premium reserve.

h) On 28 April 2011, 375,000 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €32,899 was credited to the Company's share premium reserve.

i) On 9 May 2011, 7,033,555 shares at GBP 0.0025 were issued at a price of GBP 0.08. Upon the issue an amount of €618,068 was credited to the Company's share premium reserve.

j) On 19 May 2011, 709,322 shares at GBP 0.0025 were issued at a price of GBP 0.159. Upon the issue, an amount of €125,874 was credited to the Company's share premium reserve.

k) On 20 September 2011, 1,114,472 shares at GBP 0.0025 were issued at a price of GBP 0.101. Upon the issue, an amount of €126,601 was credited to the Company's share premium reserve.

 

 

2010

a) On 24 February 2010, 1,014,921 shares at GBP 0.0025 were issued at a price of GBP 0.1116. Upon the issue an amount of €125,786 was credited to the Company's share premium reserve.

b) On 24 February 2010, 34,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.120. Upon the issue an amount of €4,538 was credited to the Company's share premium reserve.

c) On 3 May 2010, 83,571,429 shares at GBP 0.0025 were issued at a price of GBP 0.105. Upon the issue an amount of €9,850,982 was credited to the Company's share premium reserve.

d) On 4 May 2010, 979,964 shares at GBP 0.0025 were issued at a price of GBP 0.1137. Upon the issue an amount of €125,318 was credited to the Company's share premium reserve.

e) On 18 August 2010, 1,355,998 shares at GBP 0.0025 were issued at a price of GBP 0.0833. Upon the issue an amount of €132,591 was credited to the Company's share premium reserve.

f) On 18 August 2010, 1,000,000 shares at GBP 0.0025 were issued upon exercise of share options at a price of GBP 0.050. Upon the issue an amount of €57,475 was credited to the Company's share premium reserve.

g) On 2 December 2010, 1,281,939 shares at GBP 0.0025 were issued at a price of GBP 0.0884. Upon the issue an amount of €129,870 was credited to the Company's share premium reserve.

h) On 2 December 2010, 2,500,000 shares at GBP 0.0025 were issued at a price of GBP 0.105. Upon the issue an amount of €302,375 was credited to the Company's share premium reserve.

i) On 20 December 2010, 180,970,000 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €17,785,954 was credited to the Company's share premium reserve.

j) On 20 December 2010, 60,126,386 shares at GBP 0.0025 were issued at a price of GBP 0.085. Upon the issue an amount of €5,860,198 was credited to the Company's share premium reserve.

 

Warrants

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

2011

On 12 January 2011, 0.78 million warrants were issued to Cannacord Genuity which expire one and a half years after the grant date, and are exercisable at any time within that period.

On 12 January 2011, 0.15 million warrants were issued to GPM Securities which expire one and a half years after the grant date, and are exercisable at any time within that period.

On 12 January 2011, 0.07 million warrants were issued to Paradigm Capital which expire one and a half years after the grant date, and are exercisable at any time within that period.

2010

On 4 May 2010, 4.55 million warrants were issued to Fox Davies Capital which expire five years after the grant date, and are exercisable at any time within that period.

On 20 December 2010, 7.23 million warrants were issued to Canaccord Genuity Corp which expire 1.5 years after the grant date, and are exercisable at any time within that period.

On 20 December 2010, 1.39 million warrants were issued to GMP Securities which expire 1.5 years after the grant date, and are exercisable at any time within that period.

On 20 December 2010, 0.65 million warrants were issued to Paradigm Capital which expire 1.5 years after the grant date, and are exercisable at any time within that period.

 

Details of share warrants outstanding as at 30 September 2011:

 

 

Grant date

 

Expiry date

 

Exercise price

Number of

warrants

000's

13 Aug 2009

12 Aug 2014

7.5p

1,237

20 Dec 2010

19 Jun 2012

CAD0.135

9,278

12 Jan 2011

12 Jul 2012

CAD0.135

998

11,513

Warrants:-

Outstanding at 1 January 2011:

16,902

 

- granted during the reporting period

998

 

- exercised during the reporting period

(6,387)

 

 

Outstanding warrants at 30 September 2011

11,513

 

 

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

 

Weighted average share price

Weighted average exercise price

Expected volatility

Expected life (years)

Risk free rate

Expected dividend yield

Discount factor

Estimated fair value

12 Jan 2011

CAD0.290

CAD0.135

60%

1

3.5%

Nil

Nil

10.64p

20 Dec 2010

CAD0.135

CAD0.135

45%

1

2.25%

Nil

Nil

1.61p

04 May 2010

10.50p

10.50p

45%

1

2.75%

Nil

Nil

3.03p

24 Dec 2009

11.00p

11.00p

105.13%

5

5%

Nil

30%

6.19p

13 Aug 2009

7.50p

7.50p

111.59%

5

5%

Nil

30%

6.87p

 

 

15 Share option plan

 

Details of share options outstanding as at 30 September 2011:

 

 

Grant date

 

 

Expiry date

 

 

Exercise price

 

Number of share options

GBP

000's

28 Apr 2006

28 Apr 2012

0.135

3,530

08 Sep 2006

08 Sep 2012

0.110

1,000

25 Jan 2007

25 Jan 2013

0.120

1,500

26 Feb 2007

26 Feb 2013

0.135

3,750

11 May 2007

11 May 2012

0.120

1,000

11 May 2007

11 May 2013

0.150

2,500

26 Jun 2007

26 Jun 2013

0.187

500

26 Jun 2007

26 Jun 2013

0.170

625

23 Jul 2007

23 Jul 2013

0.200

1,000

21 Sep 2007

21 Sep 2012

0.170

911

31 Dec 2007

31 Dec 2013

0.220

4,615

15 Jan 2008

14 Jan 2014

0.200

1,000

07 May 2008

06 May 2013

0.200

1,712

01 Sep 2008

01 Sep 2014

0.200

1,050

23 Mar 2009

22 Mar 2011

0.245

1,000

23 Mar 2009

22 Mar 2011

0.280

1,000

23 Mar2009

22 Mar 2013

0.041

9,500

09 Jun 2009

08 Jun 2013

0.080

6,250

25 Jan 2010

24 Jan 2014

0.134

11,725

22 Apr 2010

21 Apr 2014

0.134

500

01 Jul 2010

30 Jun 2014

0.080

2,000

12 Oct 2010

11 Oct 2014

0.100

2,150

20 Dec 2010

19 Dec 2014

0.120

11,250

Total

70,068

 

 

 

 

 

Number of share options

000's

Outstanding options at 1 January 2011:

79,882

- cancelled/expired during the reporting period

(907)

- exercised during the reporting period

(8,907)

Outstanding options at 30 September 2011

70,068

 

 

 

2010

 

On 25 January 2010, each of the Directors and certain of the management and employees were granted options to subscribe at any time until 24 January 2014 for an aggregate total of 9,975,000 Ordinary Shares at an exercise price per Ordinary Share of 13.4 pence.

On 25 January 2010, certain consultants were granted options to subscribe at any time until 24 January 2014 for up to 1,750,000 new Ordinary Shares at an exercise price of 13.4 pence per Ordinary Share, expiring on 24 January, 2014.

On 22 April 2010, a non executive director was granted options to subscribe at any time until 21 April 2014 for an aggregate total of 500,000 Ordinary Shares at an exercise price per Ordinary Share of 13.40 pence.

On 1 July 2010, a senior manager was granted options to subscribe at any time until 30 September 2014 for an aggregate total of 2,000,000 Ordinary Shares at an exercise price per Ordinary Share of 8 pence. These options are only exercisable after satisfactory settlement of certain commercial matters and successful project permitting in Spain.

On 12 October 2010, certain consultants were granted options to subscribe at any time until 11 October 2014 for up to 2,150,000 new Ordinary Shares at an exercise price of 10 pence per Ordinary Share, expiring on 11 October, 2014 exercisable only after satisfactory settlement of certain commercial matters and successful project permitting in Spain.

On 20 December 2010, each of the Directors and certain of the management and employees were granted options to subscribe at any time until 19 December 2014 for an aggregate total of 11,250,000 Ordinary Shares at an exercise price per Ordinary Share of 12 pence.

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

 

 

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

 

Grant date

Weighted average share price

Weighted average exercise price

Expected volatility

Expected life (years)

Risk free rate

Expected dividend yield

Discount factor

Estimated fair value

20 Dec 2010

12.00p

12.00p

45%

2.5

2.25%

Nil

Nil

3.58p

12 Oct 2010

10.00p

10.00p

45%

2.5

2.25%

Nil

Nil

2.82p

01 Jul 2010

8.00p

8.00p

45%

2.5

2.25%

Nil

Nil

2.39p

22 Apr 2010

12.00p

13.40p

45%

2.5

2.25%

Nil

Nil

3.11p

25 Jan 2010

13.40p

13.40p

45%

2.5

2.25%

Nil

Nil

4.00p

09 Jun 2009

7.82p

8.00p

104.52%

4

5.00%

Nil

30%

4.00p

23 Mar 2009

4.53p

4.13p

100.27%

4

3.50%

Nil

Nil

3.26p

23 Mar 2009

4.53p

28.00p

100.27%

2

2.75%

Nil

30%

0.47p

23 Mar 2009

4.53p

24.50p

100.27%

2

2.75%

Nil

30%

0.53p

23 Mar 2009

4.53p

5.00p

100.27%

2

2.75%

Nil

Nil

2.31p

01 Sep 2008

21.50p

20.00p

68.16%

6

5.00%

Nil

30%

10.07p

07 May 2008

23.75p

20.00p

69.36%

5

4.98%

Nil

30%

10.82p

15 Jan 2008

19.75p

23.80p

65.96%

6

4.98%

Nil

30%

8.35p

31 Dec 2007

22.00p

22.00p

65.96%

6

4.27%

Nil

30%

9.76p

18 Dec 2007

19.00p

50.00p

65.42%

4

4.27%

Nil

30%

3.85p

21 Sep 2007

17.00p

17.00p

61.93%

5

5.00%

Nil

30%

6.47p

23 Jul 2007

14.00p

20.00p

57.88%

6

6.35%

Nil

30%

5.13p

26 Jun 2007

13.50p

18.66p

57.88%

6

6.32%

Nil

30%

5.09p

26 Jun 2007

13.50p

17.00p

57.88%

6

6.32%

Nil

30%

5.30p

11 May 2007

13.25p

12.00p

57.88%

5

6.07%

Nil

30%

5.43p

11 May 2007

13.25p

15.00p

57.88%

6

6.07%

Nil

30%

5.37p

26 Feb 2007

11.83p

13.50p

60.00%

6

5.85%

Nil

30%

4.19p

25 Jan 2007

11.10p

12.00p

57.88%

6

5.97%

Nil

30%

4.56p

08 Sep 2006

9.00p

11.00p

46%

6

4.90%

Nil

20%

5.51p

08 Sep 2006

9.00p

9.00p

46%

6

4.90%

Nil

20%

5.86p

28 Jun 2006

9.50p

13.50p

37%

6

4.80%

Nil

20%

3.30p

28 Apr 2006

9.50p

13.50p

37%

6

4.70%

Nil

20%

3.25p

 

 

For the nine months ended 30 September 2011, the impact of share-based payments was a net charge to income of €92,318 (31 December 2010: €1,197,570) and €113,578 (31 December 2010: €383,041) share issue costs charged to share premium. At 30 September 2011, the equity reserve recognised for share based payments amounted to €5,220,943 (31 December 2010: €5,014,824).

 

16 Borrowings

30 Sep 2011

€ 000's

30 Sep 2010

€ 000's

31 Dec 2010

€ 000's

Non-current borrowings

Convertible Note

-

7,111

-

Maturity of non-current borrowings

Between one to two years

-

7,111

-

Between two to five years

-

-

-

After five years

-

-

-

-

7,111

-

Current borrowings

Convertible Note

7,074

-

7,113

 

Convertible Note Facility

 

On 4 March 2009, the Company entered into a Convertible Loan Agreement with RCF and RMB to provide a borrowing facility of up to US$8.5 million (the 'Facility').

The Facility was arranged to provide funds for the Rio Tinto copper project in Spain and the Biely Vrch gold project in Slovakia and for general working capital purposes.

Loans made under the Facility are repayable on or prior to 31 December 2011. Amounts drawn down under the Facility may be converted at the discretion of each Lender into Ordinary Shares at the Conversion Price of 4.13 pence per ordinary share.

Interest is payable at a rate of 7.5% on funds drawn down. The annual commitment fee of 3.0% on any undrawn amounts and the establishment fee of US$212,500 paid by issuing 3,785,274 new Ordinary shares is amortised over the period of the loan.

The balance of the Convertible Note as at 30 September 2011 was €7,073,517 (US$8,662,917).

Interest can be paid in cash or shares at the election of the Company or the Lenders. In the case of shares, the price of such shares will be based upon the volume weighted average market price at the time of the payment. Interest for the six month period up to 30 June 2011of €257,688 was paid by the issue of 1,823,794 new Ordinary shares. The outstanding interest for the period 1 July to 30 September 2011 of €133,026 will be paid by issuing new Ordinary shares in the next quarter.

Loans under the Facility are secured against the shares of the Company's subsidiaries, the Company's principal bank account, and certain assets of the Company's Slovakian subsidiaries.

 

17 Trade and other payables

30 Sep 2011

€ 000's

30 Sep 2010

€ 000's

31 Dec 2010

€ 000's

Non-current Trade and other payables

Other payables*

11,836

15,077

13,867

Current Trade and other payables

Trade payables and accruals

2,149

1,040

1,955

Other payables*

2,616

469

1,563

4,765

1,509

3,518

 

* On 25 May 2010, EMED Tartessus S.L recognised a debt with the Social Security's General Treasury in Spain amounting to €16.9 m and incurred by a previous owner, to stop the execution process by public auction of certain land initiated by that entity. On 30 September 2011, the balance of this debt amounts to €14.5 m. Of the non-current element of the debt, €8 m is payable within 1-3 years and €3.9 m is payable between 4-5 years.

18 Acquisition of subsidiaries

 

There have been no acquisitions in the nine months ended 30 September 2011.

19 Contingent liabilities

 

As part of the acquisition cost of a 95% share in Eastern Mediterranean Minerals (Cyprus) Limited, an additional contingent consideration of GBP600,000 is payable by the Company one month after the date on which Eastern Mediterranean Minerals (Cyprus) Limited first receives revenue of GBP1,000,000 from or in respect of specific exploration tenements.

On 23 September 2010, EMED Tartessus was notified of a Statement of Objections and Opening of File initiated by the Andalucían Water Authority following allegations by third parties of unauthorized discharges from the Rio Tinto Copper Mine to the public water course. The Opening of File was suspended pending the outcome of the related judicial claims and in March 2011, all the judicial claims were dismissed against the Company. It is expected that the administrative file open against the company will also be dismissed in due course. The Company has obtained legal advice and will continue to vigorously defend these allegations. The sanction proposed in the Statement of Objections is potentially a fine of €450,000 and damages in the amount of €1,171,712.60. These amounts have not been accrued in the condensed interim consolidated financial statements.

20 Commitments

 

On 15 September 2010, the Company was granted an option to acquire a 100% interest in all of the assets (including the mineral licence and assets located thereon and all mining information) held by it in respect of the Regua Tungsten Deposit in Portugal. The option may be exercised by the Company at any time prior to 31 December 2011 (the "Option Period") upon a further payment by the Company to Iberian Portugal of €750,000, in cash or Ordinary Shares at the Company's election. The Company will also make a cash payment of €100,000 or such higher amount to cover costs incurred by Iberian Portugal during the Option Period. In order to earn an interest in the Regua Tungsten Deposit, the Company must spend: (i) a minimum of €250,000 on the project during the Option Period, and (ii) a further €1,500,000 over the three years following the exercise of the option.

 

21 Events after the reporting period

 

There were no material post balance sheet events, which have a bearing on the understanding of the financial statements.

 

22 Related party transactions

 

The following transactions were carried out with related parties:

Compensation of key management personnel

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

Nine

months ended

30 Sep 2011

Twelve

months ended

31 Dec 2010

€ 000's

€ 000's

Directors' fees

423

546

Directors' other benefits

150

380

Option-based benefits to directors

37

401

Other key management personnel fees

395

427

Option-based and other benefits to other key management personnel

 

129

 

 

 

361

1,134

2,115

 

Share-based benefits

The directors and key management personnel have been granted options as set out in Note 15.

 

Transactions with KEFI Minerals PLC.

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

Nine

months ended

30 Sep 2011

Twelve

months ended

31 Dec 2010

€ 000's

€ 000's

Transactions with KEFI Minerals PLC

87

117

 

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 2011 and ended on 30 September 2011 that has materially affected, or is reasonably likely to materially affect, the Company's ICFR.

 

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

 

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

 

 

Management's Discussion and analyses of the financial conditions and Operations

This management's discussion and analysis ("MD&A") of financial condition and results of operations should be read in conjunction with the unaudited condensed interim consolidated financial statements and related notes thereto of EMED Mining Public Limited ("the Company" or "Emed Mining" ) and its subsidiaries (together "the Group") for the nine months ended 30 September 2011. 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 10 November 2011 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 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 2010 (the "AIF") which has been filed 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.

 

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 "CIM Definition Standards for Mineral Resources and Mineral Reserves" adopted by the CIM Council on 11 December 2005.

History and Strategy

EMED Mining (AIM:EMED, TSX:EMD) is committed to the development of metal production operations in Europe, with an initial focus on copper and gold and critical raw materials.

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 Company's Rio Tinto Copper Mine provides an excellent opportunity to bring a large copper mine back into production at a relatively low total cost as it already has an established open-pit mine, processing plant and other infrastructure.

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

EMED Mining has earlier-stage activities in Cyprus and Portugal, and, via 18%-owned associate KEFI Minerals, early-stage exploration joint ventures in Turkey, the Kingdom of Saudi Arabia where it was recently granted its first exploration licence and Morocco where it has secured the exclusive right to conduct due diligence on becoming operator of a gold project development joint venture.

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

Overview of Operations

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

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

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

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

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

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

·; Marc Rich & Co Investment AG ("MRI"), a large, Swiss-based metals and commodities trading group; and

·; OZ Minerals Limited, a large Australian copper and gold group.

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

Mineral Exploration and Development Property Interests

Spain - Rio Tinto Copper Mine

EMED Mining, via its wholly-owned subsidiary EMED Tartessus, owns 100% of the Rio Tinto Copper Mine in Andalucía, Spain. The Company is the owner of the mine, the mineral rights and the processing plant and is complying with all regulatory requirements to be awarded Administrative Standing (or "Titularidad Administrativa") so that the project can proceed.

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

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

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

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

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

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

·; Ore Reserves = 123 million tonnes at 0.49% copper, containing 606,000 tonnes of copper; and

·; Mine life > 14 years.

·; The following aspects of the project will require refinement when permitting conditions are finalised and after expansion opportunities are fully assessed and prioritised:

o The extra project costs to be incurred as a result of environmental restoration of the agreed enlarged land footprint;

o Ore Reserves (Proven and Probable - 123 million tonnes at 0.49% copper, containing 606,000 tonnes of copper) are currently based on a cut-off grade of 0.2% copper which was derived using a copper price of $2.00/lb ($4,400/tonne). In due course, this needs re-optimisation in light of the planned drilling within the open pit;

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

o Drilling can commence on the grant of Administrative Standing.

________________________________________________________________________________________

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

 

Steps to Restart Copper Production

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

·; The maintenance team is maintaining the existing tailings dam system and has prepared the primary crusher and flotation sections of the processing plant for finalisation of detailed engineering. It is now doing likewise to the grinding circuit.

·; The engineering firm EPTISA has been commissioned to further refine and expand the tailings management and storage system to ensure that this most sensitive topic is handled in accordance with the latest European Standards applicable to this project and site.

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

·; The exploration team has prioritised expansion scenarios which indicate the possibility that the project life can be expanded from 14 years to well beyond 20 years in due course when drilling is permitted to proceed.

·; Conditional approval of the enlarged restoration plan;

·; Administrative Standing and triggering formal procedures for occupation of third party lands which are zoned for mining and now form part of the planned project, particularly from an environmental management and rehabilitation viewpoint;

·; Commencement of personnel training programs and drilling programs for extending mine life;

·; Formal approval of the final project details;

·; Shareholder and financier approvals of the final project details;

·; Triggering the restart project execution program, upon receipt of formal land access rights;

·; Appointment and induction of the workforce and contractors;

·; Construction permits and operating licences to be issued as project execution proceeds and commissioning is carried out;

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

·; Concurrent assessment of project extension or expansion opportunities, based largely on the results of drilling in the vicinity of the existing open pit and underground mines.

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

The Company and its personnel have been subjected to a campaign of interference designed to impede the development of the Rio Tinto Copper mine. These activities appear to have the objective of financial compensation in exchange for desisting from such activity. The co-owners of sections of the tailings dams, Rumbo 5-Cero SL and Construcciones Zeitung SL since August 2011 have intermittently obstructed the repairs and maintenance at the tailings storage facilities. As a result of the intervention of the police, the Court has issued an order by which the Company continues to carry out all care and maintenance activities on site, in accordance with various resolutions from the Andalucian Government. Also, as previously reported, during 2010, third party allegations triggered a statement of objection initiated by the Andalucían Water Authority in respect of alleged unauthorized discharges from the Rio Tinto Copper Mine site. Initial claims against the Company have since been judicially dismissed as events of force majeure due to heavy rainfall combined with lack of permits to do anything with the water other than a controlled release. It is expected that all other judicial claims and the administrative file open against the Company will be dismissed in due course.

The Junta de Andalucia (the "Government") has announced that it wants the project to be triggered in Q3 2012, the same target date as that of the Company. It has made a number of supportive public statements including that it is satisfied with the Company's constructive approach to resolving outstanding issues and with its technical and economic competencies, the criteria for approval of its administrative standing. In addition, on 26 October 2011 the Company received requests from the Government for additional documentation to facilitate approval of administrative standing at the Rio Tinto Mine.

EMED Mining is conducting project engineering so that commissioning can commence in 2012, subject to the timing of project permitting, formalised access rights to adjoining lands, finance and shareholder approval.

Funding

 

EMED Mining is engaging with a range of banks, customers, royalty funds and equity investors to optimize financing as soon as permitting is completed. Short-listed project financiers have provided indicative terms sheets which include proposals for full funding of anticipated capital requirements.

Slovakia - Devta Gold Project

EMED Mining is progressing its 100%-owned Biely Vrch gold deposit, which contains Indicated Resources of 461,000 ounces (17.7 million tonnes at 0.81g/t gold) and Inferred Resources of 596,000 ounces (24.0 million tonnes at 0.77g/t gold).

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

·; Initial capital cost of ~US$64 million;

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

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

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

·; Overall gold recoveries averaging 81%; and

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

The Scoping Study is preliminary in nature and includes Inferred Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorised as ore reserves, and there is no certainty that the preliminary assessment will be realised.

In November 2010, Behre Dolbear International Ltd completed the report entitled "Amended and Restated NI 43-101 Technical Report on the Biely Vrch Gold Deposit, Detva Licence Area in Slovakia" dated November 17, 2010.

Deep Drilling Program at Biely Vrch

During 2011, EMED Mining has completed two deep drill holes at Biely Vrch to test the potential for economic gold mineralisation at depth.

Drillhole DVE-52 was completed at Biely Vrch during the quarter and assays for the entire hole have recently been received (see Appendix).

This drill hole was 783m long, inclined at 72 degrees to the south, mineralised from surface throughout its length and averaged 0.84g/t gold. Several higher grade zones were intercepted:

From

To

Metres

Au/ppm

Comment

DVE-52

0

782.5

782.5

0.84

including

32

82

50

1.46

Within the Planned Pit

228

262

34

1.41

Below the Planned Pit

308

326

18

1.55

Below the Planned Pit

416

480

64

1.61

Below the Planned Pit

Detva Gold Project Permitting

In parallel with progressing the required permitting studies and approvals for Biely Vrch, EMED Mining is working towards reaching various agreements with local parties directly impacted by the potential development.

The permitting process for Biely Vrch has advanced to being granted Protective Deposit Status over the Biely Vrch gold deposit and the Company has applied for a Mining Lease. In preparation for the subsequent permitting step, EMED Mining and its environmental consultants are preparing the Preliminary Environmental Impact Assessment for Biely Vrch. In addition, a series of community briefings and consultations are being conducted in the local towns and villages, the need for which has been reinforced by recent opposition by anti-mining lobby groups.

Portugal - Regua Tungsten Project (Option to Acquire 100%)

 

In September 2010, EMED Mining obtained an exclusive option to acquire the Regua Tungsten Deposit which is located 400km north of Lisbon and 95km east of Porto. The deposit has not been previously mined and is located close to infrastructure with good road access.

EMED Mining has completed initial planned drilling aimed at extending known mineralisation and will next complete its assessment of the property and decide whether or not to exercise its purchase option.

KEFI Minerals

KEFI Minerals is a gold and copper exploration company with projects in Turkey, the Kingdom of Saudi Arabia and Morocco. It commenced trading on AIM in December 2006. EMED Mining contributed initial assets and retains an 18.45% shareholding.

In Turkey, KEFI Minerals currently has a portfolio of exploration projects at various stages of evaluation.

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

In Morocco, KEFI Minerals has secured the exclusive right to conduct due diligence with a view to becoming an operator of a gold project development joint venture. It has commenced the five-month due diligence period.

Selected Financial Data

The table below summarises selected consolidated financial information for the Group's unaudited interim condensed consolidated financial statements for the nine months ended 30 September 2011 and 30 September 2010, and the audited consolidated financial statements for the year ended 31 December 2010.

 

As at and for the period ended

30 Sep 2011

(€ 000's)

As at and for the period ended

 30 Sep 2010

(€ 000's)

As at and for the year ended 31 Dec 2010

(€ 000's)

Total revenues

-

-

-

Exploration expenditures

(1,105)

(1,051)

(1,431)

Care and maintenance expenditure

(3,777)

(3,065)

(3,779)

Other operating expenditure

(2,950)

(2,881)

(3,695)

Net foreign exchange

(loss) / gain

(179)

161

(8)

Net finance costs

(873)

(846)

(1,185)

Share-based benefits

(92)

-

(1,197)

Impairment of goodwill

-

-

(310)

Tax

1,363

865

1,372

Loss for the period

(7,613)

(6,817)

(10,233)

Basic and fully diluted loss

per share (cents)

 

(1.08)

 

(1.75)

 

(2.44)

Total assets

54,283

39,023

59,059

Total liabilities

23,675

23,697

13,867

Dividends

-

-

-

 

Nine months ended 30 September 2011 compared to the nine months ended 30 September 2010.

EMED Mining recorded a consolidated loss of €7.6 million (or (1.08) cents per share) for the nine months ended 30 September 2011, compared with a consolidated loss of €6.8 million (or (1.75) cents per share) for the nine months ended 30 September 2010, an increase of €0.8 million. This overall increase is mainly due to care and maintenance expense.

During the nine months ended 30 September 2011, the Group expended €3.8 million on care and maintenance at the Rio Tinto Copper Mine (30 September 2010: €3.1 million). The increase in expenditure relates to higher activity at Rio Tinto.

Other operating expenditure for the nine months ended 30 September 2011 was €2.9million (30 September 2010: €2.9 million) and includes corporate costs, as well as, costs associated with a listed public company such as shareholder communications, on-going listing costs, head office salaries and travel. These costs remained constant over the periods.

Net finance costs for the nine months ended 30 September 2011 were €0.9 million (30 September 2010: €0.8 million). The increase in finance costs is largely due to the interest paid on the debt to the Department of Social Security in Spain as a result of the Settlement Agreement discussed below.

The net foreign exchange loss of €0.2 million incurred during the reporting period is due to the translation of foreign denominated assets and liabilities into Euros.

During the first nine months of 2011, there were no options issued. However, €0.1 million was charged to the statement of comprehensive income as a result of the options issued in a previous period (30 September 2010: €1.2 million). As at 30 September 2011, the Share Option Reserve amounted to €5.2 million (30 September 2010: €4.5 million).

Total assets were €54.3 million as at 30 September 2011 compared to €39 million as at 30 September 2010, an increase of €15.3 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Mine. The increase in assets is mainly due to the increase in cash reserves of €10 million.

In May 2010, EMED Tartessus entered into an agreement with the Department of Social Security in Spain. Under the terms of the agreement, the Department of Social Security has agreed not to enforce the liens held by it against the relevant assets now owned by EMED Tartessus provided that an outstanding debt of €16.9 million is repaid in full over a five year period. The liens had been granted as a form of security interest against Rio Tinto Copper Mine landholdings to secure the payment of the debt owed to the Department of Social Security by a previous owner, Minas de Rio Tinto S.A. ("MRT"). EMED Tartessus has always been aware of the liens, which are a result of unpaid social security obligations of MRT. Full repayment of this debt is considered as part of the cost of to re-start production at the Rio Timto Copper Mine and is regarded as a land acquisition cost.

Receivables as at 30 September 2011 of €1.2 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain of €0.5 million and deposits of €0.7 million. As at 30 September 2010, receivables were €0.8 million (VAT: €0.7 million).

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. As at 30 September 2011, the Company's deferred tax assets were €5.4 million (30 September 2010: €3.6 million).

Current liabilities were €11.8 million as at 30 September 2011 compared to €1.5 million as at 30 September 2010, an increase of €10.3 million. This increase is largely due to the debt with the Department of Social Security amounting to €2.6 million and to an amount of €7 million that relates to the convertible note facility which is payable in December 2011 and was re-allocated from non-current liabilities in 2010 to current liabilities in 2011.

Nine months ended 30 September 2011 compared to year ended 31 December 2010.

EMED Mining recorded a consolidated loss of €7.6 million (or (1.08) cents per share) for the nine months ended 30 September 2011, compared with a consolidated loss of €10.2 million (or (2.44) cents per share) for the year ended 31 December 2010.

During the nine months ended 30 September 2011, the Group expended €3.8 million on care and maintenance at the Rio Tinto Copper Mine (31 December 2010: €3.8 million). The increase in expenditure relates to higher activity at Rio Tinto due to the expected start of production.

Other operating expenditure for the nine months to 30 September 2011 was €2.9 million (31 December 2010: €3.7 million). These costs represent corporate costs and include all costs associated with a listed public company such as shareholder communications, on-going listing costs in both AIM and TSX, head office salaries and travel.

Net Finance costs for the nine months ended 30 September 2011 were €0.9 million (31 December 2010: €1.2 million).

The net foreign exchange losses recorded during the period were €0.2 million (31 December 2010: €8 thousand). The foreign exchange loss was due to the translation of foreign denominated assets and liabilities into Euros.

During the first nine months of 2011, there were no options issued. However, €0.1 million was charged to the statement of comprehensive income as a result of issue of options in a previous period (31 December 2010: €1.2 million). As at 30 September 2011, the Share Options Reserve amounted to €5.2 million (31 December 2010: €4.5 million).

Total assets were €54 million as at 30 September 2011 compared to €59 million as at 31 December 2010, a decrease of €5 million. The Company's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Mine. The decrease in assets is mainly due to the decrease in cash reserves.

Receivables as at 30 September 2011 of €1.2 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain €0.5 million and deposits of €0.7 million. As at 31 December 2010, receivables were €1.1 million (VAT: €0.8 million and deposits: €0.3 million).

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.

Currently enacted tax rates are used in the determination of deferred tax. Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. As at 30 September 2011, the Company's deferred tax assets were €5.4 million (31 December 2010: €3.6 million).

Current liabilities were €11.8 million as at 30 September 2011 compared to €10.6 million as at 31 December 2010, an increase of €1.2 million. This increase is largely due to the debt with the Department of Social Security amounting to €2.6 million compared to €1.6 in December 2010.

Summary of Quarterly Results

The Company has prepared unaudited condensed interim consolidated financial statements for the quarters ended 30 September 2010, 31 December 2010, 31 March 2011, 30 June 2011 and 30 September 2011. The first time the Company prepared unaudited interim condensed consolidated financial statements was for the quarter ended 30 September2010 (since becoming a reporting issuer in Canada).

As at and for the 3 months ended 30 Sep 2010

(€ 000's)

As at and for the 3 months ended 31 Dec 2010

(€ 000's)

As at and for the 3 months ended 31 March 2011

(€ 000's)

As at and for the 3 months ended 30 June 2011

(€ 000's)

As at and for the 3 months ended 30 Sep 2011

(€ 000's)

Total revenues

-

-

-

-

-

Exploration expenditure

(309)

(380)

(326)

(368)

(411)

Care and maintenance

(926)

(714)

(1,113)

(1,144)

(1,520)

Other operating expenditure

(905)

(1,874)

(900)

(960)

(1,090)

Net foreign exchange

(loss)/gain

170

(169)

(107)

94

(166)

Net finance costs

(365)

(339)

(340)

(261)

(272)

Share-based benefits

-

(137)

(92)

-

Impairment of goodwill

-

(310)

-

-

-

Tax

279

507

400

405

558

Loss for the period

(2,056)

(3,416)

(2,478)

(2,234)

(2,901)

 

Basic and fully diluted loss

per share (cents)

 

(0.48)

 

(0.74)

 

(0.36)

 

(0.32)

 

(0.41)

 

EMED Mining recorded a consolidated loss of €2.9 million for the three months ended 30 September 2011, compared with a consolidated loss of €2.2 million for the three months ended 30 June 2011, compared with a consolidated loss of €2.5 million for the three months ended 31 March 2011, compared with a consolidated loss of €3.4 million for the three months ended 31 December 2010, and compared with a consolidated loss of €2.1 million for the three months ended 30 September 2010. During the three months ended 30 September 2011, the Group expended €0.4 million on exploration expenditure (30 September 2010: €0.3 million; 31 December 2010: €0.4 million; 31 March 2011: €0.3 million; 30 June 2011: €0.4 million). The increase in exploration expenditure during the quarter ended 30 September 2011 was due to exploration expenses incurred in Portugal.

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

Other operating expenditure for the three months ended 30 September 2011 was €1.1 million (30 September 2010: €0.9 million 31 December 2010: €1.9 million; 31 March 2011: €0.9 million; 30 June 2011: €1 million). These costs represent corporate costs including all costs associated with a listed public company such as shareholder communications, on-going listing costs, head office salaries and travel.

Net finance costs for the three months ended 30 September 2011 were €0.27 million (30 September 2010: €0.37 million; 31 December 2010: €0.34 million; 31 March 2011: €0.34 million; 30 June 2011: €0.26 million). Finance costs remained constant over the periods.

 

Financing Activities

Statement of Cash Flows Summary

 

 

 

As at and for the

9 months ended 30 Sep 2011

(€ 000's)

As at and for the

9 months ended 30 Sep 2010

(€ 000's)

As at and for the

12 months ended 31 Dec 2010

(€ 000's)

 

Cash flows used in operating activities

(8,207)

(6,262)

(8,475)

Cash flows used in investing activities

(2,483)

(3,968)

(4,945)

Cash flows from financing activities

2,289

9,615

31,392

Net (decrease) / increase in cash and cash equivalent

 

(8,401)

 

(615)

 

17,972

 

On 3 May 2010, the Company completed a private placement of 83,571,429 Ordinary Shares at a price of GBP0.105 per Ordinary Share. The total proceeds received from the private placement were approximately €9.85 million.

 

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

Furthermore, C$2.4 million (GBP1.5 million) was raised in January 2011 a result of a subsequent exercise of the over-allotment option granted to the Company's Canadian Agents. These equity raisings are summarised in the table below:

Number of Ordinary Shares Issued

 

 

Issue Price

Gross Proceeds

 (C$ millions)

Gross Proceeds(GBP millions)

 

Gross Proceeds(€ millions)

 

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

Total

259,241,886

35.1

21.9

26.1

 

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

 

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

Liquidity

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

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

Financial and commodity markets have shown volatility in recent times due to uncertainty. Nonetheless, the outlook for both copper and gold has remained positive. It is important to recognise that, while the Company is still reliant on equity funding, the commissioning of one of the Company's projects, and in particular the Rio Tinto Copper Mine would move EMED Mining into the producer category quite quickly, given the anticipated short start-up time once governmental approvals have been obtained.

Upon the grant of the relevant government approvals, the Company will commence the re-start at the Rio Tinto Copper Mine and will need to secure additional project financing.

Contractual Obligations

The following table lists as of 30 September 2011 information with respect to the Company's known contractual obligations:

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 3 years

(€ 000's)

 

4 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

Convertible loan facility

7,074

7,074

-

-

-

Debt with department of social security

14,452

2,616

7,955

3,881

-

Total contractual obligations

21,526

9,690

7,955

3,881

-

 

Contingent Contractual Obligations

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

 

53,000

 

8,833

 

17,666

 

17,666

 

8,835

 

The following table lists as of 31 December 2010, information with respect to the Company's known contractual obligations:

Contractual obligations

 

Total

(€ 000's)

Less than

1 year

(€ 000's)

 

1 - 3 years

(€ 000's)

 

4 - 5 years

(€ 000's)

 

After 5 years

(€ 000's)

 

Convertible loan facility

7,113

7,113

-

-

-

Debt with department of social security

15,430

1,563

6,411

7,456

-

Total contractual obligations

22,543

8,676

6,411

7,456

-

 

Contingent contractual obligations

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

 

53,000

 

8,833

 

17,666

 

17,666

 

8,835

 

MRI Acquisition Agreement

In September 2008, the Company moved to 100% ownership of EMED Tartessus (and thus full ownership of the Rio Tinto Copper Mine) by acquiring the remaining 49% of the issued capital of EMED Tartessus. The cost of the acquisition was the issuance of 39,140,000 Ordinary Shares to MRI at a deemed issue price of 21p per Ordinary Share and a deferred cash settlement of €52,999,999 to be paid by the Company over six or seven years.

The Company also acquired certain loans owed to members of the MRI Group which were incurred in relation to the operation of the Rio Tinto Copper Mine amounting to €9,116,617, which is part of the €53 million mentioned above. These loans have been acquired at their face value, such consideration to be paid once the authorisation from the Government of Andalucía to re-start mining activities in the Rio Tinto Copper Mine has been granted and financing has been obtained for the re-start.

The funds required to make these payments, should EMED Mining proceed with the re-start of the Rio Tinto Project, would be sourced from planned banking facilities and from project cash flow.

Convertible Loan Facility

On 4 March 2009, the Company entered into a Convertible Loan Facility of US$8.5 million with RCF and RMB to provide funds for the Rio Tinto Copper Mine in Spain, the gold project in Slovakia and for general working capital purposes. Loans made under the Convertible Loan Facility are repayable on or prior to 31 December 2011, when converted on or before that date at a conversion price of 4.13p per ordinary share.

Interest for the three month period ended 30 June 2011 of €129,802 was paid by the issue of 1,114,472 ordinary shares in September 2011. The September 2011 interest is accrued and will be paid by issuing shares.

The balance of the Convertible Loan Facility (including accrued interest of €133,026) as at 30 September 2011 was €7 million (US$8,662,917), the decrease in the Euro amount owing is as a result of the strengthening of the Euro against the British Pound.

Settlement Agreement with the Department of Social Security

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Mine upon repayment of the outstanding debt in the amount of €16.9 million. Since that time, EMED Tartessus has paid €2.5 million to 30 September 2011.

 

Capital Resources

There are no minimum exploration requirements at the Rio Tinto Copper Project. However, the Company is obliged to pay municipal taxes which currently are approximately €124,000 per year in Spain and the Company is required to maintain the Rio Tinto site in compliance with all applicable regulatory requirements.

There are minimum exploration expenditure requirements for the Slovakia tenements. Tenements are granted for 4 years and over this period a minimum of 70% of the budget proposed by the Company must be spent in order to extend the tenement life with a first year minimum spend of 10% of the budget. The budget across the Slovakian tenements is €3.9 million of which 70% is €2.7 million and 10% is €390,000. In addition there are annual tenement rental fees of approximately €72,000 per year. EMED has met its obligations to date and the exploration program for Slovakia will more than fulfil these commitments.

In Cyprus, there are no exploration commitments required and tenement rentals are approximately €43,000 per annum.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Transactions with Related Parties

The following transactions are carried out with related parties:

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

2. Transaction with KEFI Minerals Plc ("KEFI"). EMED Mining has a 18.5% interest in KEFI and an ongoing service agreement to provide management and other professional services. The cost of providing this service to KEFI has been GBP 0.1 million per annum, which has been charged back to KEFI.

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

9 months ended 30 September 2011 (€ 000's)

Year ended 31 Dec 2011 (€ 000's)

Compensation - Directors and Key Management Personnel

1,134

2,115

Service charges to KEFI

87

117

Financial Risk Management Policies

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

Treasury risk management

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

Interest rate risk

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

Commodity price risk

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

Liquidity risk

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

Credit risk

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

Foreign currency risk

The Company has exploration activities in Spain, Slovakia and Cyprus. During the nine month period to 30 September 2011 most funds are held in Euro, some deposits are held in Canadian Dollars and GBP for working capital purposes. The Company is exposed to fluctuations in foreign currencies arising from the purchase of goods and services in currencies other than the group's measurement currency and also the Convertible Loan Facility with RCF and RMB to provide a borrowing facility of up to US$8.5 million. The Company is mainly exposed to Euros and the Company's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. The Company's current policy is not to enter into any currency hedging transactions.

Fair value estimation

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

Critical Accounting Estimates

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

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

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

The Company has three major accounting estimates:

(1) Deferred Tax relating to the Rio Tinto Copper Mine in Spain. The carry forward tax losses for the Group as at 30 September 2011 were €5.4 million of which €16.1 million (deferred tax value of €4.8 million) was attributable to EMED Tartessus and the Rio Tinto Copper Project. It is only these tax losses that have been recognized by the group as this is the only project where the Company has a reasonable expectation of utilizing such losses.

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

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

30 Sep 2011 (€ 000's)

30 Sep 2010 (€ 000's)

31 Dec 2010 (€ 000's)

Property, plant and equipment

27,450

25,753

26,037

Intangible assets

6,919

5,241

5,761

Deferred tax

5,401

3,550

4,057

 

Share option reserve

 

5,221

 

4,531

 

5,015

Changes in Accounting Policies

The Company has not changed any accounting policy since the year ended 31 December 2010.

Financial Instruments and Other Instruments

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

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

Outstanding Share Data

The Company's authorised share capital consists of 1,000,000,000 Ordinary Shares of 0.25p each. As at 30 September 2011, the Company had the following shares outstanding and commitments to issue shares:

 

Number of shares

Ordinary Shares

709,473,922

Warrants

11,513,967

Options

70,067,731

Convertible Loan Facility

145,508,474

Fully diluted

936,564,094

 

 

 

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 Company's ICFR that occurred during the period beginning on 1 January 2011 and ended on 30 September 2011 that has materially affected, or is reasonably likely to materially affect, the Company's ICFR.

Additional Information

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

CORPORATE INFORMATION

Directors

Ronald Beevor Chairman

Aristidis (Harry)

Anagnostaras-Adams Managing Director/ CEO

 

John Leach Finance Director/CFO

Dr. Ross Bhappu Director

Roger Davey Director

Ashwath Mehra Director

Jose Sierra Lopez Director

Senior Management

William Enrico

Chief Operating Officer, Spain

Demetrios Constantinides

Managing Director, Slovakia

 

Rob Williams

Group Development

 

Tara Wales

General Manager - Legal

 

Registered Office

 1 Lampousas Street,

 Nicosia, Cyprus

 

Stock Exchange Listings

Toronto Stock Exchange

TSX Code: EMD

 

London Stock Exchange

AIM: EMED

 

 

 

Further Information on EMED Mining

 

Visit: www.emed-mining.com

Mail: 1 Lampousas Street,

Nicosia. Cyprus

 

T: +357 2244 2705

F: +357 2242 1956

 

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

 

Shareholder Enquiries

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

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

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

 

 

 

 

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