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Half Yearly Report

15th Aug 2014 12:01

RNS Number : 2784P
EMED Mining Public Limited
15 August 2014
 



HALF YEARLY REPORT

 

15 August 2014

 

 

 

EMED Mining Public Limited (AIM: EMED, TSX: EMD) ("EMED Mining" or "the Company"), the Europe-based minerals development and exploration company, announces its unaudited interim results for the half-year ended 30 June 2014.

 

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

 

Period Highlights

 

· On 11 April 2014, the President of the Government of Andalucía authorised the transfer of the Riotinto Mineral Rights thus granting Administrative Standing (AS) for the project. This followed the receipt of the Unified Environmental Authorisation ("AAU") on 28 March 2014.

· These permits incorporate all the requirements and conditions of the relevant regulations and are consistent with Company submissions. The Company has to date fulfilled all the requirements, including the deposit of a guarantee for €6,034,000 via its wholly owned Spanish subsidiary, EMED Tartessus.

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

· The Government of Andalucía, awarded an €8.8 million grant to EMED Tartessus, in order to support the modernisation of the Rio Tinto Copper Project facilities. The grant will be payable as a reimbursement of EMED's expenditure as project execution progresses and after due process is completed.

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

· Mr Alberto Lavandeira was appointed as CEO of EMED Tartessus and COO and Executive Director of EMED Mining.

 

Post Period Highlights

 

· On 15 August 2014, the Company announced that it had entered into a subscription agreement with two cornerstone investors, XGC and Orion in relation to a proposed equity fundraising to raise £13.1 million (approximately EUR €16.4 million) by way of the issue of 181,200,000 new ordinary shares of 0.25 pence of the Company at 7.25 pence per share.

· Trafigura Beheer B.V. ("Trafigura"), through its wholly owned indirect subsidiary Urion Holdings (Malta) Limited ("Urion"), acquired 202,022,016 ordinary shares ("Ordinary Shares") of EMED. As a result it exercised control or direction over approximately 18.18% of the outstanding Ordinary Shares on the date of the acquisition (this figure is now 15.85% of the enlarged share capital following the subscription agreement between the Company, XGC and Orion on 15 August 2014).

· First drilling work at the mine initiated with the objectives of extending the current resource, as well as getting detailed data to be used in short term mine planning and metallurgy optimization.

· Focus on selecting the specialized contractors and the local workforce to facilitate the ongoing plant refurbishment.

 

Isaac Querub, CEO of EMED Mining said:

 

"We are working hard with onsite preparations as we focus on fast-tracking copper production. We are proud to be laying the foundations for restarting production at the historic project in conjunction with the local community having already commenced field activities with a view to producing copper and growing the resource."

 

Enquiries

EMED Mining

Isaac Querub/Alberto Lavandeira

+34 959 59 28 50

RFC Ambrian

Samantha Harrison

+44 203 440 6800

Fox-Davies Capital

Oliver Stansfield

+44 203 463 5061

Walbrook PR

Nick Rome

+44 207 933 8783

 

EMED Mining Public Limited

(All amounts in Euro thousands unless otherwise stated)

 

Condensed interim consolidated income statements

(unaudited)

 

 

 

 

 

 

 

Notes

Three months ended

30 June 2014

 

Three

months ended

30 June 2013

 

Six

months

ended

30 June 2014

 

Six

months ended

30 June 2013

 

 

Exploration expenses

(25)

(142)

(48)

(362)

 

Care and maintenance expenses

(449)

(354)

(1,304)

(1,153)

 

Gross loss

(474)

(496)

(1,352)

(1,515)

 

Administration expenses

(889)

(1,307)

(2,288)

(3,164)

 

Other income

-

62

-

62

 

Net foreign exchange loss

(344)

(27)

(370)

(150)

 

Finance income/(cost)

1,717

(68)

(518)

(173)

 

Profit/(loss) before tax

10

(1,836)

(4,528)

(4,940)

 

Income tax (expense)/credit

(6)

215

(6)

321

 

Profit/(loss) for the period

4

(1,621)

(4,534)

(4,619)

 

 

Profit/(loss) attributable to:

 

- Owners of the parent

5

(1,620)

(4,533)

(4,618)

 

- Non-controlling interest

(1)

(1)

(1)

(1)

 

4

(1,621)

(4,534)

(4,619)

 

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

 

 

 

 

Earnings/(loss) per share (cents)

4

0.00

(0.14)

(0.36)

(0.39)

 

 

Profit/(loss) for the period

4

(1,621)

(4,534)

(4,619)

 

Other comprehensive income/(loss):

 

Exchange differences on translating foreign operations

-

17

-

(18)

 

Total comprehensive profit/(loss) for the period

4

(1,604)

(4,534)

(4,637)

 

 

Attributable to:

 

- Owners of the parent

5

(1,603)

(4,533)

(4,636)

 

- Non-controlling interest

(1)

(1)

(1)

(1)

 

Total comprehensive profit/(loss) for the period

4

(1,604)

(4,534)

(4,637)

 

 

 

 

Condensed interim consolidated statements of financial position

(unaudited)

 

 

 

 

 

Notes

30 June 2014

31 Dec

 2013

Assets

Non-current assets

Property, plant and equipment

5

54,121

53,052

Intangible assets

6

54,622

14,821

108,743

67,873

Current Assets

Trade and other receivables

7

659

724

Cash and cash equivalents

1,836

8,634

2,495

9,358

Total assets

111,238

77,231

Equity and Liabilities

Equity attributable to owners of the parent

Share capital

8

3,830

3,830

Share premium

8

134,280

134,316

Share option reserve

9

5,841

5,724

Accumulated losses

(96,485)

(91,951)

47,466

51,919

Non-controlling interests

(115)

(114)

Total equity

47,351

51,805

Liabilities

Non-current liabilities

Convertible note - derivative component

10

-

2,034

Convertible note - debt component

10

-

11,267

Trade and other payables

11

6,142

7,661

Provisions for other liabilities and charges

12

30,343

-

36,485

20,962

Current liabilities

Convertible note - derivative component

10

616

-

Convertible note - debt component

10

12,680

-

Trade and other payables

11

5,962

4,464

Provisions for other liabilities and charges

12

8,144

-

27,402

4,464

Total liabilities

63,887

25,426

Total equity and liabilities

111,238

77,231

 

 

 

 

 

 

 

Condensed interim consolidated statements of changes in equity

(unaudited)

 

 

 

Share capital

 

Share premium

Share

option reserve

Translation reserve

Accumulated

losses

 

 

Total

Non -controlling

Interest

Total

 

At 1 January 2013

 

3,599

 

127,970

 

5,533

 

(124)

 

(72,919)

 

64,059

 

(110)

 

63,949

Total comprehensive loss for the period

 

-

 

-

 

-

 

(18)

 

(4,619)

 

(4,637)

 

(1)

 

(4,638)

Issue of share capital

26

398

-

-

-

424

-

424

Share issue costs

-

(4)

-

-

-

(4)

-

(4)

Recognition of share based payments

 

-

 

-

 

62

 

-

 

-

 

62

 

-

 

62

At 30 June 2013

3,625

128,364

5,595

(142)

(77,538)

59,904

(111)

59,793

Total comprehensive loss for the period

 

-

 

-

 

-

 

27

 

(14,298)

 

(14,271)

 

(3)

 

(14,274)

Reserve transfer on closure of subsidiaries

 

-

 

-

 

-

 

115

 

(115)

 

-

 

-

 

-

Issue of share capital

205

6,361

-

-

-

6,566

-

6,566

Share issue costs

-

(341)

-

-

-

(341)

(341)

Warrant issue cost

(68)

68

-

-

-

Recognition of share based payments

 

-

 

-

 

61

 

-

 

-

 

61

 

-

 

61

At 31 December 2013

3,830

134,316

5,724

-

(91,951)

51,919

(114)

51,805

Total comprehensive loss for the period

 

-

 

-

 

-

 

-

 

(4,534)

 

(4,534)

 

(1)

 

(4,535)

Share issue costs

-

(36)

-

-

-

(36)

-

(36)

Recognition of share based payments

 

-

 

-

 

117

 

-

 

-

 

117

 

-

 

117

At 30 June 2014

3,830

134,280

5,841

-

(96,485)

47,466

(115)

47,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed interim consolidated statements of cash flows

(unaudited)

 

 

 

 

Notes

Three months ended

30 June 2014

Three months ended

30 June 2013

Six months ended

30 June 2014

Six months ended

30 June 2013

Cash flows from operating activities

Profit/(loss) before tax

10

(1,836)

(4,528)

(4,940)

Adjustments for:

Depreciation of property, plant and equipment

5

23

24

55

49

Share-based payments

9

58

26

117

62

Interest income

(2)

-

(2)

-

Interest expense

109

68

201

173

Gain on fair value on conversion of the convertible note

10

(3,092)

-

(1,418)

-

Accretion expense on convertible note

10

201

-

396

-

Convertible note interest expense

10

287

-

560

-

Interest on provisions for other liabilities and charges

12

780

-

780

-

Loss/(profit) on disposal of property, plant and equipment

3

-

(2)

-

Unrealised foreign exchange loss/( profit) on financing activities

362

17

457

(19)

Cash outflows from operating activities before working capital changes

 

(1,261)

 

(1,701)

 

(3,384)

 

(4,675)

Changes in working capital:

Trade and other receivables

107

148

65

2,929

Trade and other payables

121

(922)

(13)

(2,091)

Cash flows used in operations

(1,033)

(2,475)

(3,332)

(3,837)

Interest paid

(109)

(68)

(201)

(173)

Tax paid

(1)

-

(15)

-

Net cash used in operating activities

(1,143)

(2,543)

(3,548)

(4,010)

Cash flows from investing activities

Purchase of property, plant and equipment

(605)

(1,028)

(1,137)

(2,133)

Purchase of intangible assets

6

(1,426)

(918)

(2,094)

(1,446)

Proceeds from sale of property, plant & equipment

-

-

15

-

Interest received

2

2

Net cash used in investing activities

(2.029)

(1,946)

(3,214)

(3,579)

Cash flows from financing activities

Proceeds from issue of share capital

-

424

-

424

Listing and issue costs

8

-

-

(36)

(4)

Net cash from financing activities

-

424

(36)

420

Net decrease in cash and cash equivalents

(3,172)

(4,065)

(6,798)

(7,169)

Cash and cash equivalents:

At beginning of the period/year

5,008

4,499

8,634

7,603

At end of the period/year

1,836

434

1,836

434

 

 

1. General information

Country of incorporation

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

Principal activities

The principal activity of the Company and its subsidiaries (together, "the Group") is committed to the development of metals production operations in Europe, with an initial focus on copper and gold. The strategy is to evaluate and prioritise metal production opportunities in several jurisdictions throughout the well-known belts of base and precious metal mineralisation in the European region.

2. Basis of preparation and accounting policies

Basis of preparation

The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) including International Accounting Standard 34 "Interim Financial Reporting" and IFRIC interpretations as adopted by the European Union (EU), using the historical cost convention.

These condensed interim consolidated financial statements ('the statements") are unaudited and include the financial statements of the Company and its subsidiary undertakings. They have been prepared using accounting bases and policies consistent with those used in the preparation of the consolidated financial statements of the Company and the Group for the year ended 31 December 2013. These condensed interim consolidated financial statements do not include all of the disclosures required for annual financial statements, and accordingly, should be read in conjunction with the consolidated financial statements and other information set out in the Company's 31 December 2013 Annual Report. The accounting policies are unchanged from those disclosed in the annual consolidated financial statements.

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

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

Use and revision of accounting estimates

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

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

The Group has adopted all the new and revised IFRSs and International Accounting Standards (IAS) which are relevant to its operations and are effective for accounting periods commencing on 1 January 2014. The adoption of these Standards did not have a material effect on the condensed interim consolidated financial statements.

Critical accounting estimates and judgements

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

 

 

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

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

3. Business and geographical segments

Business segments

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

Geographical segments

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

 

Three months ended 30 June 2014

Cyprus

Spain

Other

Total

Operating loss

(620)

(727)

(16)

(1,363)

Finance income/(cost)

2,604

(887)

-

1,717

Foreign exchange (loss)/gain

(345)

1

-

(344)

Operating profit/(loss) for the period

1,639

(1,613)

(16)

10

Share of loss from associate

-

Loss before tax

10

Tax charge

(6)

Net profit for the period

4

 

Six months ended 30 June 2014

Cyprus

Spain

Other

Total

Operating loss

(1,492)

(2,124)

(24)

(3,640)

Finance income/(cost)

462

(980)

-

(518)

Foreign exchange (loss)/gain

(370)

-

-

(370)

Operating loss for the period

(1,400)

(3,104)

(24)

(4,528)

Share of loss from associate

-

Loss before tax

(4,528)

Tax charge

(6)

Net loss for the period

(4,534)

 

Total assets

1,062

110,122

54

111,238

Total liabilities

(13,813)

(50,045)

(29)

(63,887)

Depreciation of fixed assets

12

41

2

55

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

-

40,930

(130)

40,800

 

 

 

Three months ended 30 June 2013

Cyprus

Spain

Other

Total

Operating loss

(299)

(1,347)

(95)

(1,741)

Finance costs

-

(67)

(1)

(68)

Foreign exchange (loss)/gain

(10)

1

(18)

(27)

Operating loss for the period

(309)

(1,413)

(114)

(1,836)

Share of loss from associate

-

Loss before tax

(1,836)

Tax credit

215

Net loss for the period

(1,621)

 

Six months ended 30 June 2013

Cyprus

Spain

Other

Total

Operating loss

(2,108)

(2,277)

(232)

(4,617)

Finance costs

-

(171)

(2)

(173)

Foreign exchange (loss)/gain

(169)

1

18

(150)

Operating loss for the period

(2,277)

(2,447)

(216)

(4,940)

Share of loss from associate

-

Loss before tax

(4,940)

Tax credit

321

Net loss for the period

(4,619)

 

Total assets

598

72,224

524

73,346

Total liabilities

(876)

(12,601)

(76)

(13,553)

Depreciation of fixed assets

9

31

9

49

Total additions of non-current assets

46

3,533

-

3,579

 

4. Basic and fully diluted earnings/(loss) per share

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

Three months ended 30 June 2014

Three months ended 30 June 2013

Six months ended 30 June 2014

Six

months ended 30 June 2013

Parent Company

1,639

(711)

(1,400)

(2,258)

Subsidiaries

(1,634)

(909)

(3,133)

(2,360)

Net profit/(loss) attributable to owners of the parent

5

(1,620)

(4,533)

(4,618)

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

 

1,254,666

 

1,178,430

 

1,254,666

 

1,177,798

Earnings/(loss) per share:

Basic and fully diluted earnings/(loss) per share (cents)

0.00

(0.14)

(0.36)

(0.39)

There are 7,552,476 warrants and 33,650,000 options which have been excluded when calculating the weighted average number of shares because they have an antidilutive effect.

5. Property, plant and equipment

Land and buildings

Plant and machinery

Motor vehicles

Furniture, fixtures and equipment

 

Total

Cost

At 1 January 2013

35,296

14,039

285

404

50,024

Additions

-

1,942

45

146

2,133

At 30 June 2013

35,296

15,981

330

550

52,157

Additions

253

1,287

26

21

1,587

Disposals

-

-

(22)

-

(22)

At 31 December 2013

35,549

17,268

334

571

53,722

Additions

-

1,130

-

7

1,137

Disposals

-

-

(103)

(35)

(138)

At 30 June 2014

35,549

18,398

231

543

54,721

Depreciation

At 1 January 2013

-

158

225

193

576

Charge for the period

-

-

14

35

49

At 30 June 2013

-

158

239

228

625

Charge for the period

-

-

22

45

67

Disposals

-

-

(22)

-

(22)

At 31 December 2013

-

158

239

273

670

Charge for the period

-

-

11

44

55

Disposals

-

-

(103)

(22)

(125)

At 30 June 2014

-

158

147

295

600

 

Net book value

At 30 June 2014

35,549

18,240

84

248

54,121

At 31 December 2013

35,549

17,110

95

298

53,052

The above fixed assets are located in Cyprus and Spain.

6. Intangible assets

Permits of Rio Tinto Project

 

Goodwill

 

Total

Cost

At 1 January 2013

11,833

10,023

21,856

Additions

1,446

-

1,446

At 30 June 2013

13,279

10,023

23,302

Additions

1,542

-

1,542

At 31 December 2013

14,821

10,023

24,844

Additions

39,801

-

39,801

At 30 June 2014

54,622

10,023

64,645

 

Provision for impairment

On 1 January 2013

-

10,023

10,023

Provision for the period

-

-

-

At 31 December 2013

-

10,023

10,023

Provision for the period

-

-

-

At 30 June 2014

-

10,023

10,023

 

Net book value

At 30 June 2014

54,622

-

54,622

At 31 December 2013

14,821

-

14,821

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

Carrying Value of Intangible Assets

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

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

7. Trade and other receivables

30 June 2014

31 Dec 2013

Receivables from related parties

-

77

Deposits and prepayments

138

72

VAT

492

540

Other receivables

29

35

659

724

 

8. Share capital and share premium

 

 

 

 

Shares

000's

Share Capital

GBP'000

Share premium

GBP'000

 

Total

GBP'000

Authorised

Ordinary shares of GBP0.0025 each

2,200,000

5,500

-

5,500

Issued and fully paid

000's

EUR'000

EUR'000

EUR'000

Balance at 1 January 2014

1,254,666

3,830

134,316

138,146

Issue

Date

Price (GBP)

 

Details

Share issue costs

-

-

(36)

(36)

Balance at 30 June 2014

1,254,666

3,830

134,280

138,110

 

Authorised capital

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

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

Issued capital

2014

No shares were issued in the period from 1 January 2014 to 30 June 2014. At the AGM which took place on 11 June 2014, it was approved that Mr Isaac Querub (CEO) and Mr Alberto Lavandeira (COO) will each be issued two million ordinary shares in the Company at par (0.25p per share). These shares will be held in escrow and released to Mr Querub and Mr Lavandeira once they have been employed by the Company for two years or if their service agreements are terminated for certain specified reasons. As at the date of this report, these shares have not been issued.

Warrants

The Company has issued warrants to advisers to the Group. Warrants, noted below, expire five or one and a half years after the grant date and have exercise prices ranging from 8p to 11p.

2014

No warrants were issued in the period from 1 January 2014 to 30 June 2014.

 

Details of share warrants outstanding as at 30 June 2014:

 

 

Number of warrants

000's

Outstanding warrants at 1 January 2014:

7,552

- granted during the reporting period

-

- cancelled/expired during the reporting period

-

- exercised during the reporting period

-

Outstanding warrants at 30 June 2014

7,552

9. Share options and share option reserve

Share option reserve

30 June 2014

31 Dec 2013

Opening balance

5,724

5,533

Recognition of share based payment - options

117

123

Recognition of share based payment - warrants

-

68

Closing balance

5,841

5,724

Outstanding share options

Number of share options 000's

Outstanding options at 1 January 2014:

33,200

- granted during the reporting period

12,000

- cancelled/expired during the reporting period

(11,550)

- exercised during the reporting period

-

Outstanding options at 30 June 2014

33,650

2014

On 17 March2014, 6,000,000 options were issued to Mr I. Querub (CEO) and 6,000,000 options were issued to Mr A. Lavandeira (COO). These options are exercisable at 12p, expire 5 years after the date of issue and vest in three equal instalments from the date of grant.

10. Convertible note

30 June 2014

31 December 2013

Debt component

Derivative component

Debt component

Derivative component

Opening balance

11,267

2,034

-

-

Convertible Note issue

-

-

10,275

807

Issuance costs

-

-

(231)

-

Accrued interest

560

-

480

-

Accretion expense

396

-

365

-

Foreign exchange

457

-

378

-

Fair value of the derivative component

-

(1,418)

-

1,227

Closing balance

12,680

616

11,267

2,034

 

30 June 2014

31 Dec 2013

Non- Current

Derivative component

-

2,034

Debt component

-

11,267

Current

Derivative component

616

-

Debt component

12,680

-

Total

13,296

13,301

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

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

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

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

On 30 June 2014, the fair value of the Conversion Feature was estimated to be €616,000 using the Black Scholes option pricing model; the inputs into the model were as follows:

Share price

£0.066

Exercise price

£0,090

Expected volatility

57%

Expected life

0.54 years

Risk free rate

0.5%

Expected dividend yield

0%

 

11. Trade and other payables

30 June 2014

31 Dec 2013

Non-current trade and other payables

Social Security*

6,142

7,661

6,142

7,661

Current trade and other payables

Trade payables

1,315

921

Social Security*

3,055

1,788

Other payables**

404

711

Accruals

877

754

VAT

57

28

Tax liability

23

31

Other

231

231

5,962

4,464

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

* Social Security: On 25 May 2010 EMED Tartessus S.L recognized a debt with the Social Security's General Treasury in Spain amounting to €16.9 million that was incurred by a previous owner in order to stop the execution process by Public Auction of the land over which Social Security had a lien. €7.7 million has been repaid to date. Originally payable over 5 years, the repayment schedule was extended until June 2017.

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

12. Provisions for other liabilities and charges

Liability arising on a business combination

At 1 January 2014:

-

Initial recognition of Astor deferred consideration

37,707

Interest charged for the period

780

Astor deferred consideration at 30 June 2014

38,487

 

Analysis of total provisions:

30 June 2014

31 Dec 2013

Non- Current

30,343

-

Current

8,144

-

Total

38,487

-

Deferred consideration liability

Following the transfer of the Mining Rights for the Rio Tinto Copper Project, the Group recognised the deferred consideration to Astor Management AG on 11 April 2014. The amount recognised for the deferred consideration was €37,707,000 (€53m before discounting), after taking into consideration a discount rate of 9.67% which is the average rate of the borrowings of the Group. At the same time, an amount €37,707,000 was also recognised as an intangible asset. During the period 11 April 2014 to 30 June 2014, an amount of €780,000 was recognised in the Consolidated Income Statement as accrued interest. The Astor deferred consideration as at 30 June 2014 was €38,487,000.

History

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

As security for the obligation on EMED Tartessus to pay the deferred consideration to Astor, EMED Holdings (UK) Limited has granted a pledge to MRI Resources AG over the issued capital of EMED Tartessus and the Company has provided a parent company guarantee. The funds required to make these payments, when EMED proceeds with the restart of the Rio Tinto Project, will be sourced from senior project debt, equity and from project cash flow as may be appropriate. The restart of mining operations remains subject to the following conditions:

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

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

· Completion of technical due diligence for:

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

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

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

Rehabilitation obligation

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

13. Acquisition of subsidiaries

There were no acquisitions in the six months ended 30 June 2014.

14. Related party transactions

The following transactions were carried out with related parties:

14.1 Compensation of key management personnel

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

Three

months ended

30 June 2014

Three

months ended

30 June 2013

Six

months ended

30 June 2014

Six

months

ended

30 June 2013

Directors' fees

232

188

315

315

376

Directors' other benefits

-

-

35

-

2776

62

Share option-based benefits to directors

45

6

63

20

Key management personnel fees

125

135

292

274

Share option-based and other benefits to key management personnel

 

(53)*

 

16

 

139

 

58

349

380

809

790

* Mr. Rod Halliday, who was included in the figures in Q1 2014 left the company in June 2014.

14.2 Share-based benefits

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

14.3 Transactions with KEFI Minerals Plc

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

Three

months ended 30 June 2014

Three

months ended 30 June 2013

Six

months ended 30 June 2014

Six

Months ended

30 June 2013

Transactions with KEFI Minerals Plc

-

59

-

59

 

14.4 Transactions with shareholders

30 June 2014

31 Dec 2013

XGC - Convertible Note issue

-

7,535

XGC - Accrued interest

411

352

Orion - Convertible Note issue

-

2,740

Orion - Accrued Interest

150

128

Orion - Issuance costs

-

(231)

561

10,524

 

14.5 Period-end balances with shareholders

30 June 2014

31 Dec 2013

XGC - Debt component

9,299

8,263

XGC - Derivative component

3,381

1,492

Orion - Debt component

452

3,004

Orion - Derivative component

164

542

13,296

13,301

 

15. Contingent liabilities

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

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

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

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

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

In the Company's view, no "industrial discharge" took place, but rather a force majeure controlled discharge of excess rainwater accumulated in the TMF since industrial operations ceased in the early 2000´s with no actual damage to the environment having taken place.

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

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

The Administrative File 2013 was suspended, at EMEDT's request, until all documents were provided to EMEDT. On 14 March 2014, EMEDT filed a report challenging the allegations.  In the Company's view, it is unlikely that any fine or sanction will be imposed against EMEDT once the Administrative File 2013 reaches its final conclusion after all appeals are exhausted in approximately 5-7 years.

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

16. Commitments

Spain

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

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

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

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

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

Slovakia

Annual tenement rental fees for 2014 are €41,000. EMED has met its obligations to date. All annual technical and financial reports have been submitted on time. Exploration commitments for 2014 are in the order of €65,000.

Other

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

17. Events after the reporting period

On 15 August 2014, the Company announced that it had entered into a subscription agreement with two of its cornerstone investors, XGC and Orion in relation to a proposed equity fundraising. The agreement set out the basis on which XGC, through its wholly owned subsidiary Hong Kong Xiangguang International Holdings Limited, and Orion, have conditionally agreed to provide additional financing to the Company by way of the issue of in aggregate 181,200,000 new ordinary shares of 0.25 pence of the Company ("Subscription") at 7.25 pence per share, to raise approximately £13.1 million (approximately US$22 million). The Subscription will be used for general working capital purposes and to continue activities on site; including continuing with final permitting and certain initial drilling activities at the Rio Tinto Copper Project. It is anticipated that the proceeds of the Subscription will finance the Company up to the end of 2014; which the Directors believe will enable the Company to finalise its plans for the full financing of the project.

On 31 July 2014, the Company was notified that Trafigura Beheer B.V. ("Trafigura"), through its wholly owned indirect subsidiary Urion Holdings (Malta) Limited ("Urion"), acquired 202,022,016 ordinary shares ("Ordinary Shares") of EMED effective 30 July 2014, pursuant to private transactions. The Ordinary Shares were purchased by Urion for a value of GBP 0.09 per Ordinary Share (approximately $0.1655 Cdn. per Ordinary Share). Trafigura exercised control or direction over an aggregate of 228,173,516 Ordinary Shares, representing approximately 18.18% of the outstanding Ordinary Shares on the date of the acquisition (and 15.85% of the enlarged share capital after the subscription agreement between the Company, XGC and Orion on 15 August 2014).

At the same time, the Company was notified that Resource Capital Fund IV L.P. disposed of its entire holding in EMED of 167,022,016 Ordinary Shares, representing approximately 13.3% of the then issued share capital of EMED.

On the same day, the Company was notified that RMB Australia Holdings Ltd ("RMB") disposed of 35 million Ordinary Shares of EMED, effective 30 July 2014, at a price of GBP 0.09 per Ordinary Share. Following this disposal, RMB has an interest in 30,856,481 Ordinary Shares, representing approximately 2.15% of the enlarged share capital after the subscription agreement.

On 17 July 2014, within the regulated timeframe and as part of the process of meeting the requirement attached to the transfer of the Mineral Rights (AS) by the Junta de Andalucía for the Rio Tinto Copper Project, the Company, via its wholly owned Spanish subsidiary EMED Tartessus, lodged the necessary guarantee for a social bond of €6,034,000.

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

Management's Responsibility for Financial Reporting

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

 

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

 

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

 

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

 

MANAGEMENT'S DISCUSSION AND ANAYSIS OF FINANCIAL CONDITION AND OPERATIONS

 

FOR THE THREE AND SIX MONTHS ENDED 30 JUNE 2014

 

This Management's Discussion and Analysis ("MD&A") of financial condition and results should be read in conjunction with the unaudited condensed interim consolidated financial statements and related notes thereto of EMED Mining Public Limited (the "Company" or "EMED Mining") and its subsidiaries (together "EMED" or "Group") for the six months ended 30 June 2014. The unaudited condensed interim consolidated financial statements and related notes on which the MD&A are based have been prepared in accordance with the International Financial Reporting Standards ("IFRS").

This report which is dated 15 August 2014 and the Company's other public filings, including its most recent Annual Information Form, can be viewed via the SEDAR website (www.sedar.com).

Cautionary Statements Regarding Forward Looking Statements

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

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are based on facts and assumptions that management considers reasonable. The material assumptions upon which such forward-looking statements are based include, among others, that: remaining regulatory approvals and authorizations from the Andalucía Government and departmental ministries will be obtained following the grant of Administrative Standing in April 2014; definitive documentation for project financing will be completed; regulatory and political views regarding the Rio Tinto Copper Project will remain positive and unchanged; the demand for copper will develop as anticipated; that the price of copper will remain at levels that render the Rio Tinto Copper Project economic; the mineral resource and reserve estimates as disclosed in the Rio Tinto Technical Report (as defined herein) will be realized; and that there are no material unanticipated variations in the production, capital cost and economic estimates as disclosed in the Rio Tinto Technical Report.

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

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

Reconciliation Note between JORC and CIM Standards

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

 

History and Strategy

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

In Spain, the Group's Rio Tinto Copper Project provides an excellent opportunity to bring a large scale copper mine back into production at a relatively low total cost as it already has an established infrastructure and processing facility that can be restarted following refurbishment, including the incorporation of mining industry improvements that have been developed over the past 20 years.. Other mineral deposits on the same property are also earmarked for potential redevelopment and a drilling program is planned to coincide with the restart of the Cerro Colorado Open Pit operations.

In addition to the 100% owned Biely Vrch gold deposit at the Group's Detva Gold Project, in Slovakia, EMED Mining has interests in Cyprus via its 95%-owned subsidiary and in Saudi Arabia and Ethiopia via 7.3%-owned investment KEFI Minerals Plc.

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

Overview of Operations and Significant Events

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

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

· The Board and senior management;

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

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

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

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

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

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

Spain - Rio Tinto Copper Project:

· On 11 April 2014, the Company announced that the President of the Government of Andalucía authorised the transfer of the Riotinto Mineral Rights thus granting Administrative Standing (AS) for the project. This followed the receipt of the Unified Environmental Authorisation ("AAU") on 28 March 2014;

· These permits are key for PRT and set the roadmap for project development. They incorporate all the requirements and conditions of the relevant regulations and are consistent with Company submissions. The Company has to date fulfilled all the requirements, including the deposit of a guarantee for €6,034,000 via its wholly owned Spanish subsidiary, EMED Tartessus.

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

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

· On 26 June 2014, the Government of Andalucía, awarded an €8.8 million grant to EMED Tartessus, in order to support the modernisation of the Rio Tinto Copper Project facilities. The grant is constituted with EU funds and administered by the Junta de Andalucía through the Agencia IDEA ("Andalusian Innovation and Development Agency") and is aimed at supporting investment initiatives in Andalucía that show strong potential for innovation and job creation. The grant will be payable as a reimbursement of EMED's expenditure as project execution progresses and after due process is completed.

· On 17 July 2014, within the regulated timeframe and as part of the process of meeting the requirement attached to the transfer of the Mineral Rights (AS) by the Junta de Andalucía for the Rio Tinto Copper Project, the Company, via its wholly owned Spanish subsidiary EMED Tartessus, lodged the necessary guarantee for a social bond of €6,034,000.

Slovakia- Detva Gold Project

· In early 2011, EMED Slovakia submitted an application for the designation of a Mining Lease Area ("MLA") over the Biely Vrch Gold Deposit, which was granted in late 2012. Following appeals, the Central Mining Bureau cancelled the decision and the case was returned to the District Mining Bureau for additional examination. The permitting process has been suspended since December 2013 and EMED Slovakia has been requested to submit further documentation, including a full Environmental Impact Assessment. The Company is reviewing its options, given that these requirements are beyond the lawful procedures of the legislation in force.

Corporate

· The Annual General Meeting was held in London in June 2014, with all resolutions being passed by shareholders.

· On 15 August 2014, the Company announced that it had entered into a subscription agreement with two of its cornerstone investors, XGC and Orion in relation to a proposed equity fundraising. The agreement set out the basis on which XGC, through its wholly owned subsidiary Hong Kong Xiangguang International Holdings Limited, and Orion, have conditionally agreed to provide additional financing to the Company by way of the issue of in aggregate 181,200,000 new ordinary shares of 0.25 pence of the Company ("Subscription") at 7.25 pence per share, to raise approximately £13.1 million (approximately US$22 million). The Subscription will be used for general working capital purposes and to continue activities on site; including continuing with final permitting and certain initial drilling activities at the Rio Tinto Copper Project. It is anticipated that the proceeds of the Subscription will finance the Company up to the end of 2014; which the Directors believe will enable the Company to finalise its plans for the full financing of the project.

· On 31 July 2014, the Company was notified that Trafigura Beheer B.V. ("Trafigura"), through its wholly owned indirect subsidiary Urion Holdings (Malta) Limited ("Urion"), acquired 202,022,016 ordinary shares ("Ordinary Shares") of EMED effective 30 July 2014, pursuant to private transactions. The Ordinary Shares were purchased by Urion for a value of GBP 0.09 per Ordinary Share (approximately $0.1655 Cdn. per Ordinary Share). Trafigura exercised control or direction over an aggregate of 228,173,516 Ordinary Shares, representing approximately 18.18% of the outstanding Ordinary Shares on the date of the acquisition (and 15.85% of the enlarged share capital after the subscription agreement between the Company, XGC and Orion on 15 August 2014). At the same time, the Company was notified that Resource Capital Fund IV L.P. disposed of its entire holding in EMED of 167,022,016 Ordinary Shares, representing approximately 13.3% of the then issued share capital of EMED.

· On the same day, the Company was notified that RMB Australia Holdings Ltd ("RMB") disposed of 35 million Ordinary Shares of EMED, effective 30 July 2014, at a price of GBP 0.09 per Ordinary Share. Following this disposal RMB has an interest in 30,856,481 Ordinary Shares, representing approximately 2.15% of the enlarged share capital after the subscription agreement.

Mineral Exploration and Development Property Interests

Spain - Rio Tinto Copper Project

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

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

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

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

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

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

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

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

Steps to Restart Copper Production

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

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

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

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

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

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

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

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

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

Selected Financial Data

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

As at and

for the three months ended

30 June 2014

As at and

for the three months ended

30 June 2013

As at and

for the six months ended

30 June 2014

As at and

for the six months ended

30 June 2013

As at and

for the

year ended

31 Dec 2013

Exploration expenses

(25)

(142)

(48)

(362)

(581)

Care and maintenance expenses

(449)

(354)

(1,304)

(1,153)

(3,641)

Other operating expenses

(889)

(1,307)

(2,288)

(3,164)

(5,496)

Other income

-

62

-

62

123

Net foreign exchange losses

(344)

(27)

(370)

(150)

(396)

Net finance gains/(costs)

1,717

(68)

(518)

(173)

(2,460)

Share of loss from associate

-

-

-

-

(58)

Tax charge/(credit)

(6)

215

(6)

321

(6,412)

Profit/(loss) for the period

4

(1,621)

(4,534)

(4,619)

(18,921)

Basic and fully diluted earnings/(loss) per share (cents)

0.00

(0.14)

(0.36)

(0.39)

(1.6)

Total assets

111,238

73,346

111,238

73,346

77,231

Total liabilities

(63,887)

(13,553)

(63,887)

(13,553)

(25,426)

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

The Group recorded a consolidated profit of €0.004 million (or 0.00 cents per share) for the three months ended 30 June 2014, compared to a consolidated loss of €1.6 million (or (0.14) cents per share) for the three months ended 30 June 2013. The decrease in the loss is mainly due to the gain on fair value on conversion of the Convertible Note of €3.1 million for the three months ended 30 June 2014 (the fair value allocated to the conversion feature of the Convertible Note is re-measured at each reporting period and the difference from the previously recognized fair value is recorded to the income statement).

During the three months ended 30 June 2014, the Group expended €0.03 million on exploration expenditure, which is lower than the previous corresponding period (30 June 2013: €0.1) because exploration in Slovakia has been cut back. In accordance with the Group's accounting policy, all exploration expenditure is written off when incurred.

During the three months ended 30 June 2014, the Group expended €0.4 million on care and maintenance at the Rio Tinto Copper Project (30 June 2013: €0.4million). This is expenditure related to such items as professional services, staff costs, site security costs, electricity and pumping costs.

Other operating expenses for the three months ended 30 June 2014 amounted to €0.9 million (30 June 2013: €1.3 million), and represent corporate costs and include outlays associated with a listed public company such as shareholder communications, legal costs, on-going listing costs and fees, administrative salaries and travel. The decrease is due to ongoing cost reductions across the Group.

Net foreign exchange losses of €0.3 million incurred during the reporting period were the result of movements in exchange rates on cash and the Convertible Note balances held by the Company (30 June 2013: €0.03 million).

Net finance gains for the three months ended 30 June 2014 were €1.7 million (net finance costs 30 June 2013: €0.1 million). This relates to the gain on fair value on conversion of the Convertible Note of €3.1 million, accrued interest on conversion of the Convertible Note of €0.3 million, accrued interest on the recognition of the Astor deferred consideration of €0.8 million, interest paid on the debt to the Department of Social Security of €0.1 million and the accretion expense accrued of €0.2 million.

On initial recognition, the value of the Convertible Note proceeds received was allocated between the debt component and the conversion feature. As the value allocated to the debt component is less than the face value of the Note, accretion expense is recognised over the life of the Note such that, on maturity, the carrying value is equal to the face value.

Six months ended 30 June 2014 compared to the six months ended 30 June 2013

The Group recorded a consolidated loss of €4.5 million (or (0.36) cents per share) for the six months ended 30 June 2014, compared to a consolidated loss of €4.6 million (or (0.39) cents per share) for the six months ended 30 June 2013.

During the six months ended 30 June 2014, the Group expended €0.05 million (30 June 2013: €0.4) on exploration expenditure, which is lower than the previous corresponding period because exploration in Slovakia has been cut back. In accordance with the Group's accounting policy, all exploration expenditure is written off when incurred.

During the six months ended 30 June 2014, the Group expended €1.3 million on care and maintenance at the Rio Tinto Copper Project (30 June 2013: €1.2million). This is expenditure related to such items as professional services, staff costs, site security costs, electricity and pumping costs.

Other operating expenses for the six months ended 30 June 2014 amounted to €2.3 million (30 June 2013: €3.2 million), and represent corporate costs and include outlays associated with a listed public company such as shareholder communications, legal costs, on-going listing costs and fees, administrative salaries and travel. The decrease is due to ongoing cost reductions across the Group.

Net foreign exchange losses of €0.4 million incurred during the reporting period were the result of movements in exchange rates on cash and the Convertible Note balances held by the Company (30 June 2013: €0.2 million).

Net finance costs for the six months ended 30 June 2014 were €0.5 million (30 June 2013: €0.2 million). This relates mainly to interest paid on the debt to the Department of Social Security of €0.2 million, the Convertible Note accrued interest of €0.5 million, accrued interest on the recognition of the Astor deferred consideration of €0.8 million, the accretion expense of €0.4 million, offset by the gain on fair value on conversion of the Convertible note of €1.4 million (30 June 2013: €0.2 million - interest on debt to Department of Social Security). On initial recognition, the value of the Convertible Note proceeds received was allocated between the debt component and the conversion feature. As the value allocated to the debt component is less than the face value of the Note, accretion expense is recognised over the life of the Note such that, on maturity, the carrying value is equal to the face value.

Total assets were €111.2 million as at 30 June 2014 compared to €73.3 million as at 30 June 2013, an increase of €37.9 million. The Group's significant assets are its mineral properties and mining plant, property and equipment at the Rio Tinto Copper Project. The increase is mainly due to the recognition of the discounted value of the Astor consideration of €37.7m in intangibles (deferred consideration amount €53m, discount rate 9.67%). The final allocation of the Astor deferred consideration between intangible and tangible assets may subsequently be adjusted upon finalisation of a more detailed review being undertaken.

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Project upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €7.7 million to 30 June 2014 (31 December 2013: €7.5 million), in accordance with the agreed repayment schedule. The balance outstanding at 30 June 2014 is €9.2 million. Originally payable over five years, the repayment schedule was renegotiated in July 2013 with the General Treasury in Spain and was extended until June 2017.

Receivables as at 30 June 2014 of €0.7 million are primarily amounts receivable in respect of VAT due from authorities in Cyprus and Spain of €0.5 million and deposits and prepayments of €0.2 million. As at 30 June 2013, receivables were €1.1 million (VAT: €0.8 million).

Current liabilities stood at €27.4 million as at 30 June 2014 compared to €4.2 million as at 30 June 2013. The increase of €23.2 million relates to the Convertible Note liability amounting to €13.3 million (30 June 2013: NIL), provisions for other liabilities and charges amounting to €8.1 million - current component of the Astor deferred consideration recognised in April 2014 - (30 June 2013: NIL), increase of €2.6 million in the current portion of the debt with the Department of Social Security, and a decrease by €0.8 million in trade and other payables. 

The Group's deferred tax asset on 30 June 2014 was nil (30 June 2013: €6.7 million), as a result of the derecognition of the deferred tax asset of €0.5 million on 30 June 2014 (31 December 2013: €7.0 million).

Summary of Quarterly Results

 

As at and for the 3 months ended 30 Sep 2012

As at and for the 3 months ended 31 Dec 2012

As at and for the 3 months ended 31 Mar 2013

 

As at and for the 3 months ended 30 Jun 2013

 

As at and for the 3 months ended 30 Sep 2013

 

As at and for the 3 months ended 31 Dec 2013

As at and for the 3 months ended 31 Mar 2014

 

As at and for the 3 months ended 30 Jun 2014

3Q12

4Q12

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

Exploration expenses

(399)

(301)

(220)

(142)

(99)

(120)

(23)

(25)

Care and maintenance expenses

(2,118)

(890)

(799)

(827)

(1,012)

(586)

(855)

(449)

Share-based benefits

(49)

-

(36)

(26)

(31)

(30)

(59)

(58)

Other operating expenses

(905)

(843)

(1,857)

(808)

(1,985)

(1,176)

(1,340)

(831)

Other income

30

31

-

62

-

61

-

Net foreign exchange gain/(loss)

(144)

(72)

(123)

(27)

(300)

54

(26)

(344)

Net finance (costs)/gains

(122)

(120)

(105)

(68)

(338)

(1,949)

(2,235)

1,717

Share of loss from associate

-

-

-

-

(58)

-

-

-

Tax

551

(1,035)

106

215

65

(6,798)

-

(6)

(Loss)/profit for the period

(3,156)

(3,230)

(2,998)

(1,621)

(3,758)

(10,544)

(4,538)

4

(Loss)/earnings per share (cents)

(0.32)

(0.33)

(0.25)

(0.14)

(0.32)

(0.89)

(0.36)

0.00

 

In 2Q14, the Group recorded a consolidated profit of €0.004 million, compared with a 1Q14 consolidated loss of €4.5 million, a 4Q13 consolidated loss of €10.5 million, and a 3Q13 consolidated loss of €3.8 million.

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

During 2Q14, the Group expended €0.4 million on care and maintenance expenditure at the Rio Tinto Copper Project (1Q14: €0.9 million; 4Q13: €0.6 million; 3Q13: €1.0 million). Expenditure varied between quarters primarily due to seasonal factors.

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

Net finance gains for 2Q14 were €1.7 million (net finance costs: 1Q14: €2.2 million, 4Q13: €2.0 million; 3Q13: €0.3 million). The gain in 2Q14 relates to the gain on fair value on conversion of the Convertible Note of €3.1million, accrued interest on the Convertible Note of €0.3 million, accrued interest on the recognition of the Astor deferred consideration of €0.8 million, debt to the Department of the Social Security of €0.1 million and accretion expense of €0.2 million.

Financing Activities

Statement of Cash Flows Summary

As at and for the 6 months ended 30 June 2014

As at and for the 6 months ended 30 June 2013

As at and for the 12 months ended 31 Dec 2013

 

Cash flows used in operating activities

(3,548)

(4,010)

(9,941)

Cash flows used in investing activities

(3,214)

(3,579)

(6,755)

Cash flows (used in)/from financing activities

(36)

420

17,727

Net (decrease)/increase in cash and cash equivalents

(6,798)

(7,169)

1,031

 

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

In 2014, cash flows used in investing activities were mainly due to €1.1 million investment in property plant and equipment (30 June 2013: €2.1 million) and due to €2.1 million investment in intangible assets (30 June 2013: €1.4 million).

The Group did not obtain any funds from equity or debt issues in 2Q14 (2Q13: €0.4 million).

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

(All amounts in million)

Number of Ordinary

Shares Issued

 

 

Issue

Price

 

Gross Proceeds

 C$

 

Gross ProceedsGBP

 

Gross Proceeds€

UK IPO - May 2005

52,430,555

GBP 0.05-0.08

5.0

3.1

4.2

 

UK Placement - March 2006

12,000,000

GBP 0.125

2.4

1.5

2.5

 

UK Placement - November 2006

20,850,000

GBP 0.085

2.9

1.8

3.0

 

UK Placement - May 2007

33,333,334

GBP 0.120

6.4

4.0

5.4

 

UK Placement - September2007

20,588,000

GBP 0.170

5.6

3.5

4.8

 

UK Placement - May 2008

50,000,000

GBP 0.200

16.0

10.0

12.7

 

MRI placement - September2008

39,140,000

GBP 0.210

13.1

8.2

10.3

 

UK Placement - August 2009

38,170,001

GBP 0.075

4.6

2.9

3.3

 

UK Placement - December 2009

27,727,273

GBP 0.110

4.9

3.1

3.4

 

UK Placement - May 2010

83,571,429

GBP 0.105

14.0

8.8

10.1

 

Canadian IPO - December 2010

180,970,000

C$ 0.135

24.6

15.4

18.3

 

UK Placement - December 2010

60,126,386

GBP 0.085

8.1

5.1

6.0

 

Canadian Option - January 2011

18,145,500

C$ 0.135

2.4

1.5

1.8

 

Convertible Note - December 2011

145,504,458

GBP 0.041

9.6

6.0

7.2

 

XGC Placement - March 2012

105,378,159

GBP 0.090

15.2

9.5

11.4

 

XGC Placement - August 2012

32,247,662

GBP 0.100

5.1

3.2

4.1

 

Canadian/UK Placement - August 2012

41,672,243

GBP 0.085

5.7

3.6

4.5

 

Rumbo Placement - August 2012

48,549,234

GBP 0.089

6.9

4.3

5.5

 

Inland Placement - August 2012

18,511,675

GBP 0.107

3.2

2.0

2.5

 

Orion Placement - Nov./Dec. 2012

63,829,787

GBP 0.148

15.1

9.5

11.7

 

UK Placement - December 2013

68,750,000

GBP 0.080

8.8

5.5

6.6

 

Total

179.6

112.5

139.3

 

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

Liquidity

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

Financial and commodity markets continue to show volatility due to uncertainty. Nonetheless, the outlook for copper has remained positive. It is important to recognise that, while the Group is still reliant on equity funding, the commissioning of one of the Group's Rio Tinto Copper Project would move EMED into the producer category quite quickly, given the anticipated short start-up time once project financing and governmental approvals have been obtained. Having received the AAU and AS, the Group can now commence construction for the restart at the Rio Tinto Copper Project as soon as possible upon securing project financing.

The financing plans for the Company remain broadly unchanged from those which were communicated to shareholders at the AGM in June, and the recent placement with cornerstone investors forms a part of the broader package. The Company continues its discussions with major project finance banks which remain at an advance stage and is continuing to evaluate the most appropriate debt and equity mix. Now that substantial progress has been made on the permitting side (with the issue of the Unified Environmental Authorisation and Administrative Standing on 28 March and 2 May respectively) the Company is also considering ways to reduce capital expenditure and expedite the start-up timetable as practical possibilities are developed.

Contractual Obligations

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

Contractual obligations

 

Total

Less than

1 year

1 - 2

years

3 - 5

years

Convertible Note

12,999

12,999

-

-

Debt with Department of Social Security (Spain)

9,197

3,055

6,142

-

Debt regarding purchase of land (Spain)

404

404

-

-

Provisions for other liabilities and charges

38,487

8,144

30,343

Trade and other payables

2,503

2,503

-

-

Total contractual obligations

63,590

27,105

36,485

-

 

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

Contractual obligations

 

Total

Less than

1 year

1 - 2

years

3 - 5

Years

Convertible Note

11,962

-

11,962

-

Debt with Department of Social Security (Spain)

9,449

1,788

6,113

1,548

Debt regarding purchase of land (Spain)

711

711

-

-

Trade and other payables

1,965

1,965

-

-

Total contractual obligations

24,087

4,464

18,075

1,548

 

Contingent Contractual Obligations

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

53,000

8,833

17,666

26,501

Convertible Note

On 12 July 2013 the Company issued Convertible Notes (the "Notes") in the amount of £9,582,000 of which £7,026,800 was subscribed by Yanggu Xiangguang Copper Co. Ltd ("XGC") and £2,555,200 was subscribed by Orion Resource Partners ("Orion") (formerly RK Mine Finance (Master) Fund II LP ("Red Kite")). The Notes have a term of 18 months to 12 January 2015 (the "Maturity Date") and can be repaid at the election of the Note holder or converted into new ordinary shares of 0.25 pence each in the Company ("Ordinary Shares") at a conversion price of 9 pence per share (the "Conversion Price"). The Notes carry a coupon of 9% per annum in the first 12 months and 11% thereafter. The balance of the Convertible Note (debt and derivative components) as at 30 June 2014 was €13.296 million.

 

Settlement Agreement with the Department of Social Security

In 2010, EMED Tartessus entered into a Settlement Agreement with the Department of Social Security for extinguishing the liens against its principal landholdings of the Rio Tinto Copper Project upon repayment of the outstanding debt in the amount of €16.9 million. EMED Tartessus has paid €7.7 million to 30 June 2014 (31 December 2013: €7.5 million), in accordance with the agreed repayment schedule. The balance outstanding at 30 June 2014 is €9.2 million. Originally payable over five years, the repayment schedule was extended until June 2017.

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

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

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

Following the transfer of the Mining Rights for the Rio Tinto Copper Project, the Group recognised the deferred consideration to Astor Management AG on 11 April 2014. The amount recognised for the deferred consideration was €37,706,605 after taking into consideration a discount rate of 9.67% which is the average rate of the borrowings of the Group. At the same time, an amount €37,706,605 was also recognised as an intangible asset. During the period 11 April 2014 to 30 June 2014, an amount of €780,358 was recognised in the Consolidated Income Statement as accrued interest.

Transactions with Related Parties

The following transactions are carried out with related parties:

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

2. Transaction with KEFI Minerals Plc ("KEFI"). EMED Mining has an 8.6% interest in KEFI and an ongoing service agreement to provide management and other professional services. The cost of providing this service to KEFI was GBP 0.1 million per annum until 31 December 2013, which has been charged back to KEFI.

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

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

As at and for the 3 months ended 30 Sep 2012

As at and for the 3 months ended 31 Dec 2012

As at and for the 3 months ended 31 Mar 2013

As at and for the 3 months ended 31 Jun 2013

As at and for the 3 months ended 30 Sep 2013

As at and for the 3 months ended 31 Dec 2013

As at and for the 3 months ended 31 Mar 2014

As at and for the 3 months ended 30 Jun 2014

Compensation - Directors and Key Management Personnel

420

453

410

380

884

722

460

349

Service charges to KEFI

30

29

-

62

-

62

-

-

 

As at and

for the three months ended

31 March 2014

As at and

for the

year ended

31 Dec 2013

XGC - Convertible Note issue

-

7,535

XGC - Accrued interest

411

352

Orion - Convertible Note issue

-

2,740

Orion - Accrued interest

150

128

Orion - Issuance costs

-

(231)

561

10,524

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

As at and

for the six months ended

30 June 2014

As at and

for the

year ended

31 Dec 2013

XGC - Debt component

9,299

8,263

XGC - Derivative component

3,381

1,492

Orion - Debt component

452

3,004

Orion - Derivative component

164

542

13,296

13,301

 

Financial Risk Management Policies

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

Critical Accounting Estimates

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

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

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods, if the revision affects both current and future periods. For a complete discussion of accounting estimates deemed most critical by the Company, refer to the Company's 2013 Annual Management Discussion and Analysis.

Changes in Accounting Policies

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

Financial Instruments and Other Instruments

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

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

Outstanding Share Data

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

Number of shares

Ordinary Shares

1,254,665,948

Warrants

7,552,476

Options

33,650,000

Convertible notes

122,865,679

Fully diluted

1,418,734,103

 

 

 

 

 

Internal Controls Risks

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

Additional Information

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

 

Corporate Information

Directors

Ronald Beevor - Chairman

Isaac Querub - Managing Director/ CEO

 

Alberto Lavandeira - Executive Director/COO

Roger Davey - Director

Robert Francis - Director

Harry Liu - Director

Ashwath Mehra - Director

José Sierra López - Director

Senior Management

John Leach - Chief Financial Officer

 

Julian Sanchez - General Manager of Operations Rio Tinto Copper Project

 

Fernando Arauz de Robles Villalón - General Manager of

Institutional Relations

 

 

Registered Office

1 Lampousas Street, Nicosia, Cyprus

 

Stock Exchange Listings

Toronto Stock Exchange

TSX Code: EMD

 

London Stock Exchange

AIM: EMED

 

 

 

Further Information on EMED Mining

 

Visit: www.emed-mining.com

Mail: 1 Lampousas Street,

Nicosia. Cyprus

 

T: +357 22442705

F: +357 22421956

 

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

 

Shareholder Enquiries

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

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

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

 

 

 

 

 

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