EMX EMX Royalty Corporation

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2015

Commission File Number: 001-35404

EURASIAN MINERALS INC.
(Translation of registrant’s name into English)

Suite 501 – 543 Granville Street
Vancouver, British Columbia V6C 1X8
Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[   ] Form 20-F     [X] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

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SUBMITTED HEREWITH

Exhibits:

99.1	Condensed Consolidated Interim Financial Statements for the Three Months Ended March 31, 2015
99.2	Management’s Discussion and Analysis for the Three Months Ended March 31, 2015
99.3	Form 52-109F2 Certification of Interim Filings by Chief Executive Officer
99.4	Form 52-109F2 Certification of Interim Filings by Chief Financial Officer

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EURASIAN MINERALS INC.
	(Registrant)
Date: May 15, 2015	By:	/s/ Valerie Barlow
	Name:	Valerie Barlow
	Title:	Corporate Secretary

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EURASIAN MINERALS INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)

March 31, 2015

 

 

 

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EURASIAN MINERALS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian Dollars)

ASSETS		March 31, 2015			December 31, 2014
Current
Cash and cash equivalents	$	4,059,948		$	6,450,308
Investments (Note 3)		801,861			743,786
Receivables (Note 4)		1,109,915			838,837
Prepaid expenses		152,056			52,209
Total current assets		6,123,780			8,085,140
Non-current
Restricted cash (Note 5)		232,869			230,144
Property and equipment (Note 6)		715,472			751,229
Investment in associated companies (Note 7)		3,899,124			4,072,737
Strategic investments (Note 3)		317,143			299,524
Exploration and evaluation assets (Note 8)		2,472,861			2,379,886
Royalty interest (Note 9)		31,520,535			29,327,960
Reclamation bonds (Note 10)		938,221			823,447
Goodwill (Note 11)		8,645,488			8,217,542
Other assets		104,484			104,484
Total non-current assets		48,846,197			46,206,953
TOTAL ASSETS	$	54,969,977		$	54,292,093
LIABILITIES
Current
Accounts payable and accrued liabilities (Note 14)	$	702,552		$	559,049
Advances from joint venture partners (Note 12)		217,496			429,175
Total current liabilities		920,048			988,224
Non-current
Deferred income tax liability		8,645,488			8,217,542
TOTAL LIABILITIES		9,565,536			9,205,766
SHAREHOLDERS' EQUITY
Capital stock (Note 13)		116,823,702			116,766,102
Commitment to issue shares		297,747			306,999
Reserves		18,373,028			15,443,247
Deficit		(90,090,036	)		(87,430,021	)
TOTAL SHAREHOLDERS' EQUITY		45,404,441			45,086,327
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	54,969,977		$	54,292,093

Nature of operations and going concern (Note 1)
Event after the reporting date (Note 18)

Approved on behalf of the Board of Directors on May 13, 2015

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 1

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EURASIAN MINERALS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS

(Unaudited - Expressed in Canadian Dollars)

		Three month period			Three month period
		ended			ended
		March 31, 2015			March 31, 2014
ROYALTY INCOME	$	362,991		$	654,718
Cost of sales
Gold tax		(18,150	)		(32,736	)
Depletion		(342,619	)		(387,457	)
Net royalty income		2,222			234,525
EXPLORATION EXPENDITURES (Note 8)		1,685,722			1,663,425
Less: recoveries		(411,124	)		(432,226	)
Net exploration expenditures		1,274,598			1,231,199
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative and office		282,342			254,158
Depreciation (Note 6)		30,322			34,889
Investor relations and shareholder information		78,614			95,224
Professional fees		52,676			48,967
Salaries and consultants		361,426			335,589
Share-based payments (Note 13)		45,794			51,752
Transfer agent and filing fees		72,370			80,736
Travel		66,255			88,785
Total general and administrative expenses		989,799			990,100
Loss from operations		(2,262,175	)		(1,986,774	)
Change in fair value of fair value throught profit or loss investments		(78,657	)		160,451
Gain on acquisition and sale of exploration and evaluation assets		132,286			-
Equity loss in associated companies (Note 7)		(173,613	)		(272,400	)
Foreign exchange gain (loss)		(40,949	)		(116,519	)
Realized loss on sale of investments		-			(19,049	)
Other (Note 14)		(236,907	)		29,146
Writedown of goodwill (Note 11)		(283,490	)		-
Gain on derecognition and sale of property and equipment		-			11,577
Loss before income taxes		(2,943,505	)		(2,193,568	)
Deferred income tax recovery		283,490			26,043
Loss for the period	$	(2,660,015	)	$	(2,167,525	)
Basic and diluted loss per share	$	(0.04	)	$	(0.03	)
Weighted average number of common shares outstanding		73,409,043			72,990,876

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 2

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EURASIAN MINERALS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

		Three month period			Three month period
		ended			ended
		March 31, 2015			March 31, 2014
Loss for the period	$	(2,660,015	)	$	(2,167,525	)
Other comprehensive gain (loss)
Change in fair value of available-for-sale investments		17,619			(25,000	)
Currency translation adjustment		2,912,162			1,246,692
Comprehensive loss for the period	$	269,766		$	(945,833	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 3

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EURASIAN MINERALS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian Dollars)

		Three month period ended			Three month period ended
		March 31, 2015			March 31, 2014
Cash flows from operating activities
Loss for the period	$	(2,660,015	)	$	(2,167,525	)
Items not affecting operating activities:
Interest income received		(10,753	)		(29,146	)
Unrealized foreign exchange effect on cash and cash equivalents		159,158			76,593
Items not affecting cash:
Change in fair value of fair value throught profit or loss investments		78,657			(160,451	)
Commitment to issue shares		48,348			67,616
Deferred income tax recovery		(283,490	)		(26,043	)
Depreciation		36,736			114,499
Depletion		342,619			387,457
Writedown of goodwill		283,490			-
Realized loss on sale of investments		-			19,049
Gain on acquisition and sale of exploration and evaluation assets		(42,754	)		-
Gain on derecognition and sale of property and equipment		-			(11,577	)
Derecognition of property and equipment on sale of exploration and evaluation assets		6,490			-
Derecognition of property and equipment in exploration and evaluation costs		12,518
Equity loss in associated companies		173,613			272,400
Unrealized foreign exchange (gain) loss		376,470			101,556
Shares received from joint venture partners included in exploration recoveries		(115,000	)		(25,000	)
Changes in non-cash working capital items:
Receivables		(270,948	)		7,560
Prepaid expenses		(98,346	)		(56,481	)
Accounts payable and accrued liabilities (Note 14)		122,025			150,467
Advances from joint venture partners		(211,679	)		(84,218	)
Total cash used in operating activities		(2,052,861	)		(1,363,244	)
Cash flows from investing activities
Acquisition of exploration and evaluation assets, net option payments received		(130,589	)		-
Interest received on cash and cash equivalents		10,753			29,146
Conversion feature on promissory notes		(21,234	)		-
Purchase and sale of fair value through profit and loss investments, net		-			252,908
Purchase of available-for-sale financial instruments		-			(150,000	)
Restricted cash		(2,725	)		99,845
Purchase and sale of property and equipment, net		(12,973	)		43,700
Reclamation bonds		(21,573	)		(101,147	)
Total cash provided by (used in) investing activities		(178,341	)		174,452
Effect of exchange rate changes on cash and cash equivalents		(159,158	)		(76,593	)
Change in cash and cash equivalents		(2,390,360	)		(1,265,385	)
Cash and cash equivalents, beginning		6,450,308			12,683,069
Cash and cash equivalents, ending	$	4,059,948		$	11,417,684

Supplemental disclosure with respect to cash flows (Note 17)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

Page 4

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EURASIAN MINERALS INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited - Expressed in Canadian Dollars)

											Reserves
														Accumulated other
		Number of						Commitment			Share-based			comprehensive gain
		common shares			Capital stock			to issue shares			payments			(loss)			Deficit			Total
Balance as at December 31, 2014		73,371,710		$	116,766,102		$	306,999		$	9,562,905		$	5,880,342		$	(87,430,021	)	$	45,086,327
Shares issued as incentive stock grants		48,000			57,600			(57,600	)		-			-			-			-
Commitment to issue shares		-			-			48,348			-			-			-			48,348
Foreign currency translation adjustment		-			-			-			-			2,912,162			-			2,912,162
Change in fair value of financial instruments		-			-			-			-			17,619			-			17,619
Loss for the period		-			-			-			-			-			(2,660,015	)		(2,660,015	)
Balance as at March 31, 2015		73,419,710		$	116,823,702		$	297,747		$	9,562,905		$	8,810,123		$	(90,090,036	)	$	45,404,441

											Reserves
														Accumulated other
		Number of						Commitment			Share-based			comprehensive gain
		common shares			Capital stock			to issue shares			payments			(loss)			Deficit			Total
Balance as at December 31, 2013		72,980,209		$	116,151,675		$	544,877		$	8,569,269		$	2,694,881			($69,981,980	)	$	57,978,722
Shares issued as bonus shares		48,000			57,600			(57,600	)		-			-			-			-
Commitment to issue shares		-			-			67,616			-			-			-			67,616
Foreign currency translation adjustment		-			-			-			-			1,246,692			-			1,246,692
Change in fair value of financial instruments		-			-			-			-			(25,000	)		-			(25,000	)
Loss for the period		-			-			-			-			-			(2,167,525	)		(2,167,525	)
Balance as at March 31, 2014		73,028,209		$	116,209,275		$	554,893		$	8,569,269		$	3,916,573		$	(72,149,505	)	$	57,100,505

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

1. NATURE OF OPERATIONS AND GOING CONCERN

Eurasian Minerals Inc. (the “Company” or “Eurasian”) and its subsidiaries are engaged in the acquisition, exploration and evaluation of mineral assets in Turkey, Haiti, Europe, U.S.A. and the Asia Pacific region, and the investment in a royalty income stream in Nevada, U.S.A. The Company’s common shares are listed on the TSX Venture Exchange (“TSX-V”) under the symbol of “EMX” and on the NYSE MKT under the symbol of “EMXX”. The Company’s head office is located at 501 - 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8.

These condensed consolidated interim financial statements have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be able to realize its assets, discharge its liabilities and continue in operation for the following twelve months.

With its current plans for the year and the budgets associated with those plans, in order to continue funding its administrative and exploration expenditures from the date of these condensed consolidated interim financial statements, the Company will need to obtain additional cash and anticipates either financing or selling one or more of its assets. These material uncertainties may cast significant doubt upon the Company’s ability to continue as a going concern.

Some of the Company’s activities for exploration and evaluation assets are located in emerging nations and, consequently, may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory and political situations.

At the date of these consolidated financial statements, the Company has not identified a known body of commercial grade mineral on any of its exploration and evaluation assets. The ability of the Company to realize the costs it has incurred to date on these exploration and evaluation assets is dependent upon the Company identifying a commercial mineral body, to finance its development costs and to resolve any environmental, regulatory or other constraints which may hinder the successful development of the exploration and evaluation assets.

These consolidated financial statements of the Company are presented in Canadian dollars unless otherwise noted, which is the functional currency of the parent company and its subsidiaries except as to Bullion Monarch Mining, Inc., the holder of a royalty income stream whose functional currency is the United States (“US”) dollar.

2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

These interim results do not include all the information required for the full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2014.

Summary of Significant Accounting Policies

The accounting policies applied by the Company in these unaudited condensed consolidated interim financial statements are consistent with those applied in its audited consolidated financial statements as at and for the year ended December 31, 2014.

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Summary of Significant Accounting Policies (continued)

Accounting pronouncements not yet effective

In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers ("IFRS 15"), which supersedes IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers, and SIC 31 Revenue - Barter Transactions involving Advertising Services. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2017, with early adoption permitted. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

The IASB intends to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety with IFRS 9 Financial      Instruments (“IFRS 9”) which is intended to reduce the complexity in the classification and measurement of financial instruments. The IASB has determined that the revised effective date for IFRS 9 will be January 1, 2018. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

Significant Judgments and Estimates

The critical judgments and estimates applied in the preparation of the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2015 are consistent with those applied in the Company’s December 31, 2014 audited consolidated financial statements.

3. INVESTMENTS

At March 31, 2015, the Company had the following investments:

					Accumulated
March 31, 2015		Cost			unrealized loss			Fair value
Fair value through profit or loss
Marketable securities	$	2,067,424		$	(1,286,797	)	$	780,627
Conversion feature on promissory notes (Note 7)		21,234			-			21,234
Total Fair value through profit or loss		2,088,658			(1,286,797	)		801,861
Available-for-sale
Marketable securities		980,000			(662,857	)		317,143
Total investments	$	3,068,658		$	(1,949,654	)	$	1,119,004

At December 31, 2014, the Company had the following investments:

					Accumulated
December 31, 2014		Cost			unrealized loss			Fair value
Fair value through profit or loss
Marketable securities	$	1,952,424		$	(1,208,638	)	$	743,786
Available-for-sale
Marketable securities		980,000			(680,476	)		299,524
Total investments	$	2,932,424		$	(1,889,114	)	$	1,043,310

Page 7

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

4. RECEIVABLES

The Company’s receivables arise from royalty receivable, goods and services tax and harmonized sales taxes receivable from government taxation authorities, and recovery of exploration expenditures from joint venture partners, as follows:

Category		March 31, 2015			December 31, 2014
Royalty income receivable	$	132,211		$	142,864
Refundable taxes		275,885			243,503
Recoverable exploration expenditures and advances		335,009			274,085
Promissory notes (Note 8)		230,106			-
Other		136,704			178,385
Total	$	1,109,915		$	838,837

The carrying amounts of the Company’s receivables are denominated in the following currencies:

Currency		March 31, 2015			December 31, 2014
Canadian Dollars	$	176,010		$	102,952
US Dollars		813,180			588,829
Turkish Lira		101,042			133,440
Swedish Krona		18,528			12,574
Other		1,155			1,042
Total	$	1,109,915		$	838,837

5. RESTRICTED CASH

At March 31, 2015, the Company classified $232,869 (December 31, 2014 - $230,144) as restricted cash. This amount is comprised of $148,334 (December 31, 2014 - $148,334) held as collateral for its corporate credit cards, $50,960 (December 31, 2014 - $50,960) held as a security deposit for the Company’s Haiti exploration program, and $33,575 (December 31, 2014 - $30,850) cash held by wholly-owned subsidiaries of the Company whose full amount is for use and credit to the Company’s exploration venture partners in USA.

Page 8

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

6. PROPERTY AND EQUIPMENT

During the three month period ended March 31, 2015, depreciation of $6,414 (2014 - $79,610) has been included in exploration expenditures.

During the three month period ended March 31, 2015, the Company acquired and sold certain exploration and evaluation assets for a net gain of $132,286. Included in this gain was the disposal of property and equipment with a net book value of $6,490. Also, during the three month period ended March 31, 2015 the Company disposed of property and equipment with a net book value of $12,518 in lieu of cash severance payments to former employees of the Company. The amount has been included in exploration and evaluation expenses.

7. INVESTMENTS IN ASSOCIATED COMPANIES

The Company has a 42.34% equity investment in IG Copper, LLC (“IGC”). At March 31, 2015, the Company has paid an aggregate of $7,892,345 towards its investment (December 31, 2014 - $7,892,345). At March 31, 2015, the Company’s investment less its share of accumulated equity losses was $3,899,124 (December 31, 2014 - $4,072,737). The Company’s share of the net loss for the three month period ended March 31, 2015 was $173,613 (2014 - $272,400).

On February 5, 2015, the Company entered into a convertible loan agreement with IGC allowing IGC to borrow up to US$100,000 per month to a maximum of US$500,000. The loan carries an interest rate of 8% per annum and the full amount of the principal and interest is due February 5, 2016. At any time prior to the maturity date, the Company has the right to convert all or any part of the principal sum and accrued interest into membership units at US$6.00 per unit. If IGC completes a financing at less than US$6.00 per unit, the conversion price will be adjusted to the price used in the financing. Each membership unit represents a single membership interest in IGC. As at March 31, 2015 the Company has advanced US$200,000 which is included in receivables. Subsequent to March 31, 2015 the Company has advanced an additional US$200,000.

The Company has a minority position on the Board of IGC, and does not control operational decisions. The Company’s judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate.

At December 31, 2014, the Company had a 49% equity investment in a private Turkish company with Chesser Resources Ltd, an Australian Stock Exchange listed Exploration Company. During the three month period ended March 31, 2015, the Company purchased the remaining 51% interest in the Turkish company (Note 8). As such, the books and records of the Turkish company are consolidated as a 100% owned Subsidiary of the Company. The carrying value of the investment prior to the purchase and as at December 31, 2014 was $Nil and the Company’s share of the net loss of the joint venture for the three month period ended March 31, 2015 was $Nil (2014 - $Nil).

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

7. INVESTMENTS IN ASSOCIATED COMPANIES (Continued)

As at March 31, 2015, associated companies’ aggregate assets, aggregate liabilities and net loss for the period are as follows:

March 31, 2015		IGC
Aggregate assets	$	4,984,597
Aggregate liabilities		(1,373,206	)
Income (loss) for the period		(410,045	)
The Company's ownership %		42.34%
The Company's share of loss for the period		(173,613	)

As at December 31, 2014, associated companies’ aggregate assets, aggregate liabilities and net loss for the period are as follows:

December 31, 2014		Turkish Co			IGC
Aggregate assets	$	101,315		$	4,841,462
Aggregate liabilities		(271,424	)		(809,260	)
Income (loss) for the period		(154,215	)		(2,606,384	)
The Company's ownership %		49.00%			42.34%
The Company's share of loss for the period		-			(1,086,649	)

8. EXPLORATION AND EVALUATION ASSETS

Acquisition Costs

At March 31, 2015 and December 31, 2014, the Company has capitalized the following acquisition costs on its exploration and evaluation assets:

Region		Properties			March 31, 2015			December 31, 2014
Asia Pacific		Various		$	81,124		$	81,124
Haiti		Various			56,085			56,085
Sweden		Various			16,671			16,671
		Viad royalties			421,084			421,084
Turkey		Alankoy			153,960			153,960
		Sisorta			114,126			-
		Trab			78,587			78,587
United States		Superior West, Arizona			1,158,129			1,179,280
of America		Yerington, Nevada			393,095			393,095
Total				$	2,472,861		$	2,379,886

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Changes During the Three Months Ended March 31, 2015

On February 10, 2015, the Company amended an option agreement originally entered into on June 30, 2013 to sell its 100% interest in AES Madencilik A.S., a Turkish corporation that controls the Akarca property, for a combination of cash payments, gold bullion, work commitments, and a royalty interest to Çolakoglu Ticari Yatirim A.S. ("Çolakoglu"), a privately owned Turkish company. Among other conditions, the agreement required Çolakoglu to make payments totaling US$500,000 within 18 months and meet certain cumulative expenditure requirements over a period of three years from the date of the agreement. The Company received US$100,000 and extended the payment term from 18 months to 24 months to meet the remaining payment requirements.

On April 2, 2012, the Company and Chesser Resources Ltd (“Chesser”) executed an agreement to sell the Sisorta property to

Colakoglu for a combination of option payments and expenditure requirements. Colakoglu terminated the option effective March 21, 2013, leaving Chesser and the Company with a 51% and 49% interest in the Sisorta project, respectively. Until March 2015, the Company accounted for its 49% interest as an Investment in Associated Company (Note 7) and had written down the value of the investment to $Nil due to the pick-up of its share of net losses in the associated company. On March 20, 2015, Chesser and the Company signed definitive agreements pursuant to which the Company acquired all of Chesser’s interest in the Sisorta project for a total purchase price of AU$162,092. The purchase price was accounted for as an asset acquisition. As a result of the purchase, the Company recorded a gain on acquisition of $42,754, and $114,126 was allocated to exploration and evaluation assets.

Page 11

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Exploration Expenditures

During the three months ended March 31, 2015, the Company incurred the following exploration expenditures by projects, which were expensed as incurred:

		USA			Turkey			Asia Pacific
	Scandinavia	Desert Star	Other USA	Total	Akarca	Other	Total	New Zealand	Other	Total	Other *	Total
		Resources
Administration Cost	$ 42,859	$ 519	$ 33,701	$ 34,220	$ 2,277	$ 9,558	$ 11,835	$ 3,765	$ -	$ 3,765	$ 15,023	$ 107,702
Assays	131	-	9,719	9,719	14	324	338	-	-	-	-	10,188
Drilling / Trenching	8,600	-	-	-	-	-	-	507	1,026	1,533	-	10,133
Land and Legal	-	-	28,646	28,646	8,403	23,306	31,709	-	5,743	5,743	3,941	70,039
Logistics	11,271	1,261	15,714	16,975	5,391	12,560	17,951	-	-	-	369	46,566
Personnel	184,314	10,657	315,760	326,417	42,955	205,545	248,500	26,044	44,475	70,519	18,211	847,961
Property Cost	79,801	-	42,406	42,406	76,848	50,764	127,612	9,537	35,288	44,825	1,025	295,669
Professional Services	25,217	-	6,711	6,711	11,690	47,357	59,047	25,866	2,190	28,056	15,908	134,939
Share Based Payments	-	-	-	-	-	-	-	-	2,554	2,554	-	2,554
Technical Studies	8,506	2,477	35,970	38,447	-	50,033	50,033	-	3,736	3,736	13,688	114,410
Travel	14,330	-	14,475	14,475	-	9,866	9,866	-	5,839	5,839	1,051	45,561
Total Expenditures	375,029	14,914	503,102	518,016	147,578	409,313	556,891	65,719	100,851	166,570	69,216	1,685,722
Recoveries	-	(17,456)	(21,690)	(39,146)	-	-	-	-	-	-	-	(39,146)
Operator fees	-	(1,746)	(2,169)	(3,915)	-	-	-	-	-	-	-	(3,915)
Option Payments	-	-	-	-	(123,829)	(115,000)	(238,829)	-	-	-	-	(238,829)
Other Property Income	(9,830)	-	-	-	(105,501)	-	(105,501)	-	(13,903)	(13,903)	-	(129,234)
Total Recoveries	(9,830)	(19,202)	(23,859)	(43,061)	(229,330)	(115,000)	(344,330)	-	(13,903)	(13,903)	-	(411,124)
Net Expenditures	$ 365,199	$ (4,288)	$ 479,243	$ 474,955	$ (81,752)	$ 294,313	$ 212,561	$ 65,719	$ 86,948	$ 152,667	$ 69,216	$ 1,274,598

*	Significant components of “Other” exploration expenditures for the three months ended March 31, 2015 were Austria - $15,195; Haiti - $32,102; and Slovakia - $7,003.

Page 12

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Exploration Expenditures (continued)

During the three month period ended March 31, 2014, the Company incurred the following exploration expenditures by projects, which were expensed as incurred:

		USA				Turkey			Asia Pacific
	Sweden											Other *	Total
		Vale	Geonovus	Other USA	Total	Akarca	Other	Total	Koonenbury	Other	Total
Administration Cost	$ 33,074	$ 125	$ 20	$ 36,021	$ 36,166	$ 893	$ 11,405	$ 12,298	$ 1,176	$ 3,984	$ 5,160	$ 57,642	$ 144,340
Assays	-	-	-	1,033	1,033	38	-	38	-	-	-	6,743	7,814
Drilling / Trenching	11,509	86,455	-	-	86,455	-	-	-	-	-	-	-	97,964
Land and Legal	-	-	-	25,741	25,741	-	14,504	14,504	-	8,061	8,061	15,283	63,589
Logistics	13,600	8,496	-	17,294	25,790	12,735	18,673	31,408	325	26,519	26,844	8,575	106,217
Personnel	188,291	18,244	3,273	263,977	285,494	78,124	141,068	219,192	11,260	61,628	72,888	39,121	804,986
Property Cost	34,109	165	825	42,188	43,178	64,748	8,689	73,437	6,574	5,795	12,369	473	163,566
Professional Services	26,827	-	-	4,252	4,252	4,970	30,839	35,809	7,240	1,987	9,227	23,223	99,338
Share Based Payments	3,613	-	-	2,923	2,923	-	-	-	-	-	-	9,329	15,865
Technical Studies And
Consultants	6,994	8,643	-	10,941	19,584	-	3,083	3,083	-	9,380	9,380	78,620	117,661
Travel	13,261	-	-	7,564	7,564	-	3,849	3,849	183	11,651	11,834	5,578	42,086
Total Expenditures	331,278	122,128	4,118	411,934	538,180	161,508	232,110	393,618	26,758	129,005	155,763	244,587	1,663,425
Recoveries	-	(127,691)	(5,282)	(67,478)	(200,451)	(146,127)	-	(146,127)	-	-	-	-	(346,578)
Operator fees	-	(14,614)	(528)	(7,198)	(22,340)	-	-	-	-	-	-	-	(22,340)
Option Payments	-	-	-	-	-	-	(25,000)	(25,000)	-	-		-	(25,000)
Other Property Income	(27,362)	-	-	-	-	-	(10,946)	(10,946)	-	-	-	-	(38,308)
Total Recoveries	(27,362)	(142,305)	(5,810)	(74,676)	(222,791)	(146,127)	(35,946)	(182,073)	-	-	-	-	(432,226)
Net Expenditures	$ 303,916	$ (20,177)	$ (1,692)	$ 337,258	$ 315,389	$ 15,381	$ 196,164	$ 211,545	$ 26,758	$ 129,005	$ 155,763	$ 244,587	$ 1,231,199

*	Included in “Other” exploration expenditures for the three months ended March 31, 2014 were Austria - $90,546, Georgia -$54,784, and Haiti - $39,721.

Page 13

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

9. ROYALTY INTEREST

Changes in royalty interest for the three month period ended March 31, 2015:

Balance, December 31, 2014	$	29,327,960
Adjusted for:
Depletion		(342,619	)
Cumulative translation adjustments		2,535,194
Balance, March 31, 2015	$	31,520,535

Carlin Trend Royalty Claim Block

The Company holds an interest in the Carlin Trend Royalty Claim Block in Nevada which includes the following Royalty Properties:

Leeville Mine: Located in Eureka County, Nevada, the Company is receiving a continuing 1% gross smelter return royalty (“GSRR”).

East Ore Body Mine: Located in Eureka County, Nevada, the property is currently being mined and the Company is receiving a continuing 1% GSRR.

North Pipeline: Located in Lander County, Nevada. Should the property become producing, the Company will receive a production royalty of US$0.50 per yard of ore processed or 4% of net profit, whichever is greater.

During the three month period ended March 31, 2015, $362,991 (2014 - $654,718) in royalty income was included in operations offset by a 5% direct gold tax and depletion.

Impairment of Non-Current Assets

The Company’s policy for accounting for impairment of non-current assets is to use the higher of the estimates of fair value less cost of disposal of these assets or value in use. The Company uses valuation techniques that require significant judgments and assumptions, including those with respect to future production levels, future metal prices, foreign exchange rates, discount rates, and Net Asset Value (“NAV”) multiples.

Non-current assets are tested for impairment when events or changes in circumstances suggest that the carrying amount may not be recoverable. As a result of the decline in the production of gold from the Carlin Trend Royalty Claim Block, in the year ended December 31, 2014 the Company revised its estimated annual gold production over the expected 11 year mine life and updated the NAV and cash flow multiples based on observed market conditions. For the three months ended March 31, 2015, these assumptions remained reasonable and no further revisions were considered necessary. As a result the Company did not record an impairment charge for the three month period ended March 31, 2015 related to the Carlin Trend Royalty Claim Block and related assets that make up the same cash-generating unit (“CGU”).

Page 14

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

10. RECLAMATION BONDS

Reclamation bonds are held as security towards future exploration work and the related future potential cost of reclamation of the Company’s land and unproven mineral interests. Once reclamation of the properties is complete, the bonds will be returned to the Company. Management has determined that the Company has no decommissioning or restoration provisions related to the properties for the periods presented.

		March 31, 2015			December 31, 2014
Australia - various properties	$	77,760		$	75,864
Sweden - various properties		8,043			7,984
Turkey - various properties		346,609			273,097
U.S.A - various properties		505,809			466,502
Total	$	938,221		$	823,447

11. GOODWILL

The Company’s goodwill represents the excess of the purchase price paid during fiscal 2012 for the acquisition of Bullion Monarch Mining Inc. over the fair value of the net identifiable tangible and intangible assets and liabilities acquired.

Changes in goodwill for the three month period ended March 31, 2015:

Balance, December 31, 2014	$	8,217,542
Adjusted for:
Impairment charge		(283,490	)
Cumulative translation adjustment		711,436
Balance, March 31, 2015	$	8,645,488

The Company applies a one-step approach to determine if the Carlin Trend Royalty Claim Block and the related assets within the same CGU are impaired (Note 10). The impairment loss is the amount by which the CGU’s carrying amount exceeds its recoverable amount. The loss is first applied to reduce asset component and any excess to goodwill within CGU. As result, the Company has written down the goodwill by $283,490 (2014 - $Nil).

12. ADVANCES FROM JOINT VENTURE PARTNERS

Advances from joint venture partners relate to unspent funds received pursuant to approved exploration programs by the

Company and its joint venture partners. The Company’s advances from joint venture partners consist of the following:

		March 31, 2015			December 31, 2014
U.S.A.	$	217,496		$	429,175
Total	$	217,496		$	429,175

13. CAPITAL STOCK

Authorized

As at March 31, 2015, the authorized share capital of the Company was an unlimited number of common and preferred shares without par value.

Page 15

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

13. CAPITAL STOCK (Continued)

Common Shares

For the three month period ended March 31, 2015, the Company issued:

•

48,000 shares valued at $57,600 pursuant to an incentive stock grant program to employees of the Company applied to commitment to issue shares.

Stock Options

The Company adopted a stock option plan (the “Plan”) pursuant to the policies of the TSX-V. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time. The vesting terms are determined at the time of the grant, subject to the terms of the plan.

During the three month period ended March 31, 2015, the change in stock options outstanding is as follows:

					Weighted Average
		Number			Exercise Price
Balance as at December 31, 2014		5,493,200			2.03
Cancelled and expired unexercised		(150,000	)		1.74
Balance as at March 31, 2015		5,343,200			2.04
Number of options exercisable as at March 31, 2015		5,343,200		$	2.04

The following table summarizes information about the stock options which were outstanding and exercisable at March 31, 2015:

Date Granted		Number of Options			Exercisable			Exercise Price $			Expiry Date
May 7, 2010*		917,500			917,500			2.18			May 7, 2015
June 7, 2010		23,000			23,000			2.05			June 7, 2015
September 2, 2010		38,200			38,200			2.21			September 2, 2015
November 10, 2010		177,500			177,500			2.51			November 10, 2015
February 1, 2011		50,000			50,000			3.21			February 1, 2016
March 18, 2011		150,000			150,000			2.91			March 18, 2016
July 19, 2011		1,218,000			1,218,000			2.80			July 19, 2016
August 3, 2011		10,000			10,000			2.70			August 3, 2016
August 29, 2011		50,000			50,000			2.66			August 29, 2016
September 9, 2011		40,000			40,000			2.70			September 9, 2016
December 11, 2011		20,000			20,000			2.10			December 11, 2016
July 5, 2012		80,000			80,000			1.96			July 5, 2017
August 22, 2012		951,500			951,500			1.94			August 22, 2017
October 16, 2012		67,000			67,000			2.44			October 16, 2017
April 25, 2014		1,473,000			1,473,000			1.20			April 24, 2019
June 26, 2014		17,500			17,500			0.88			June 26, 2019
December 22, 2014		60,000			60,000			0.87			December 22, 2019
Total		5,343,200			5,343,200

* expired unexercised subsequent to March 31, 2015

The weighted average remaining useful life of stock options is 2.09 years

Page 16

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

13. CAPITAL STOCK (Continued)

Stock Grants

The Company has received TSX-V approval for the issuance of certain stock grants as discretionary bonuses earned by the President and CEO, Chairman, directors, officers, area managers and certain employees of the Company pursuant to an annual compensation review.

Share-based Payments

During the three month period ended March 31, 2015, the Company recorded aggregate share-based payments of $48,348 ($67,616) as they relate to the fair value of stock options granted, fair value of incentive stock grants, and the accrual for the fair value of stock granted. Share-based payments are allocated to expense accounts as follows:

		General and
		Administrative			Exploration
Three months ended March 31, 2015		Expenses			Expenditures			Total
Commitment to issue shares	$	45,794		$	2,554		$	48,348
	$	45,794		$	2,554		$	48,348

		General and
		Administrative			Exploration
Three months ended March 31, 2014		Expenses			Expenditures			Total
Commitment to issue bonus shares	$	51,752		$	15,865		$	67,617
	$	51,752		$	15,865		$	67,617

There were no stock options granted during the three month period ended March 31, 2015 and 2014.

Warrants

During the three month period ended March 31, 2015, the change in warrants outstanding was as follows:

					Weighted Average
		Number			Exercise Price
Balance as at December 31, 2014		9,175,533		$	4.56
Expired		(1,919,633	)		2.88
Balance as at March 31, 2015		7,255,900		$	5.00

Page 17

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

13. CAPITAL STOCK (Continued)

Warrants (continued)

As at March 31, 2015, the following share purchase warrants were outstanding and exercisable:

		Number of Warrants			Exercise Price			Expiry Date
Private placement, November 8, 2010		6,200,000			5.50			November 8, 2015
Private placement, November 12, 2010		800,000			5.50			November 12, 2015
Finders warrants, November 8, 2010		255,900			5.50			November 8, 2015
Total		7,255,900

14. RELATED PARTY TRANSACTIONS

The aggregate value of transactions and outstanding balances relating to key management personnel were as follows:

					Share-based
For the three months ended March 31, 2015		Salary or Fees			Payments			Total
Management	$	482,315		$	4,860		$	487,175
Outside directors		42,899			-			42,899
Seabord Services Corp. *		104,700			-			104,700
Total	$	629,914		$	4,860		$	634,774

					Share-based
For the three months ended March 31, 2014		Salary or Fees			Payments			Total
Management	$	218,759		$	34,649		$	253,408
Outside directors		46,684			2,457			49,141
Seabord Services Corp. *		104,700			-			104,700
Total	$	370,143		$	37,106		$	407,249

* Seabord Services Corp. (“Seabord”) is a management services company controlled by the Chairman of the Board of Directors of the Company. Seabord provides a Chief Financial Officer, a Corporate Secretary, accounting and administration staff, and office space to the Company. The Chief Financial Officer and Corporate Secretary are employees of Seabord and are not paid directly by the Company.

Included in the table above for the three months ended March 31, 2015 is $247,660 (2014 - $Nil) in termination payments to a former officer of the Company. The amount has been included in Other expenses for the period.

Included in accounts payable and accrued liabilities is $3,071 (December 31, 2014 - $8,064) owed to key management personnel and $23,827 (December 31, 2014 - $29,612) to other related parties.

Page 18

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

15. SEGMENTED INFORMATION

The Company operates within the resource industry. At March 31, 2015 and December 31, 2014, the Company had equipment and exploration and evaluation assets located geographically as follows:

EXPLORATION AND EVALUATION ASSETS		March 31, 2015			December 31, 2014
Asia Pacific	$	81,124		$	81,124
Haiti		56,085			56,085
Sweden		437,755			437,755
Turkey		346,673			232,547
U.S.A		1,551,224			1,572,375
Total	$	2,472,861		$	2,379,886

PROPERTY AND EQUIPMENT		March 31, 2015			December 31, 2014
Asia Pacific	$	12,694		$	12,694
Canada		-			1,630
Georgia		-			6,490
Haiti		9,040			9,040
Sweden		13,626			11,502
Turkey		18,612			24,723
U.S.A		661,500			685,150
Total	$	715,472		$	751,229

The Company’s royalty interest, goodwill, deferred income tax liability and royalty income and depletion form a cash generating unit located in the U.S.A, except $200,000 in a royalty interest held in Serbia.

16. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS

The Company considers items included in shareholders’ equity as capital. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Company currently has continuing royalty revenues to fund a portion of ongoing costs. In order to fund future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. As at March 31, 2015, the Company had working capital of $5,203,732 (December 31, 2014 - $7,096,916). Management will need additional sources of working capital to continue it’s currently planned programs, by issuing new shares or the sale of assets. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, or return capital to shareholders. The Company is not subject to externally imposed capital requirements.

Fair Value

The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

•

Level 1: inputs represent quoted prices in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Page 19

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

16. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (Continued)

Fair Value (continued)

	•	Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the market place.
	•	Level 3: inputs that are less observable, unavoidable or where the observable data does not support the majority of the instruments’ fair value.

As at March 31, 2015, there were no changes in the levels in comparison to December 31, 2014. Financial instruments measured at fair value on the statement of financial position are summarized in levels of the fair value hierarchy as follows:

Assets		Level 1			Level 2			Level 3			Total
Cash and cash equivalents	$	4,059,948		$	-		$	-		$	4,059,948
Restricted cash		232,869			-			-			232,869
Fair value through profit or loss investments		801,861			-			-			801,861
Strategic Investments		317,143			-			-			317,143
Total	$	5,411,821		$	-		$	-		$	5,411,821

The carrying value of receivables, reclamation bonds, accounts payable and accrued liabilities, and advances from joint venture partners approximate their fair value because of the short-term nature of these instruments.

The Company’s financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk.

Credit Risk

The Company is exposed to credit risk by holding cash and cash equivalents and receivables. This risk is minimized by holding a significant portion of the funds in Canadian banks. The Company’s exposure with respect to its receivables is primarily related to royalty streams and recovery of exploration evaluation costs.

Interest Rate Risk

The Company is exposed to interest rate risk because of fluctuating interest rates. Management believes the interest rate risk is low given the current low global interest rate environment. Fluctuations in market rates is not expected to have a significant impact on the Company’s operations due to the short term to maturity and no penalty cashable feature of its cash equivalents.

Market Risk

The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and other company investments. The Company has no control over these fluctuations and does not hedge its investments. Based on the March 31, 2015 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders’ equity by approximately $110,000.

Page 20

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

16. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS (Continued)

Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure the Company’s expenditures will not exceed available resources.

Commodity Risk

The Company’s royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered. Metal prices have historically fluctuated widely. Consequently, the economic viability of the Company’s royalty interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

Currency Risk

Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the entity’s functional currency. The Company operates in Canada, Haiti, Turkey, Georgia, Sweden, Australia and the U.S.A. The Company funds cash calls to its subsidiary companies outside of Canada in U.S. dollars (“USD”) and a portion of its expenditures are also incurred in local currencies.

The exposure of the Company’s cash and cash equivalents, receivables, and accounts payable and accrued liabilities to foreign exchange risk as at March 31, 2015 is as follows:

Accounts		US dollars
Cash and cash equivalents	$	1,973,375
Receivables		661,220
Accounts payable and accrued liabilities		(179,781	)
Net exposure		2,454,814
Canadian dollar equivalent	$	3,103,376

The balances noted above reflect the USD balances held within the parent company and any wholly owned subsidiaries. Balances denominated in another currency other than the functional currency held in foreign operations are considered immaterial.

Based on the above net exposure as at March 31, 2015, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $31,000 in the Company’s pre-tax profit or loss.

17. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

		March 31, 2015			December 31, 2014
Cash	$	2,312,710		$	3,311,196
Short-term deposits		1,747,238			3,139,112
Total	$	4,059,948		$	6,450,308

Page 21

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Three Month Period Ended March 31, 2015

17. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Continued)

The significant non-cash investing and financing transactions during the three month period ended March 31, 2015 included:

	a.	Recorded a loss through accumulated other comprehensive income of $17,619 related to the fair value adjustments on AFS financial instruments;
	b.	Issuance of 48,000 bonus shares valued at $57,600 applied to commitment to issue shares;
	c.	Adjusted non-current assets and liabilities for $2,912,162 related to cumulative translation adjustments (“CTA”), of which $2,535,194 relates to CTA gain on royalty interest, $711,436 relates to CTA gain on goodwill, $711,436 relates to a CTA loss on deferred tax liability and $376,968 relates to CTA gain in the net assets of a subsidiary with a functional currency different from the presentation currency.

The significant non-cash investing and financing transactions during the three month period ended March 31, 2014 included:

	a.	Received 500,000 common shares of Pasinex Resources Limited valued at $25,000 or $0.05 per common share as consideration for the transfer and royalty interest on the Golcuk property in Turkey;
	b.	Recorded a loss through accumulated other comprehensive income of $25,000 related to the fair value adjustments on AFS financial instruments;
	c.	Issuance of 48,000 bonus shares valued at $57,600 applied to commitment to issue shares;
	d.	Adjusted non-current assets and liabilities for $1,246,692 related to cumulative translation adjustments (“CTA”), of which $1,185,313 relates to CTA gain on royalty interest, $327,641 relates to CTA gain on goodwill, $385,906 relates to a CTA loss on deferred tax liability and $119,644 relates to CTA gain in the net assets of a subsidiary with a functional currency different from the presentation currency.

18. EVENT AFTER THE REPORTING DATE

Subsequent to March 31, 2015, the Company:

Signed an Exploration and Option to Purchase Agreement, through its wholly owned subsidiary Bronco Creek Exploration, for the Superior West project with Kennecott Exploration Company (“Kennecott”), part of the Rio Tinto Group. Pursuant to the Agreement, Kennecott can earn a 100% interest in the project by making a cash payment upon execution of the Agreement of US$149,187 (received), and thereafter completing US$5,500,000 in exploration expenditures and paying annual option payments totaling US$1,000,000 before the fifth anniversary of the Agreement. Upon exercise of the option EMX will retain a 2% NSR royalty on the properties.

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EURASIAN MINERALS INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE MONTHS ENDED MARCH 31, 2015

 

 

 

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GENERAL

This Management’s Discussion and Analysis (“MD&A”) for Eurasian Minerals Inc. (the “Company”, “EMX” or “Eurasian”) has been prepared based on information known to management as of May 13, 2015.

This MD&A is intended to help the reader understand the consolidated financial statements and should be read in conjunction with the condensed consolidated interim financial statements of the Company for the three months ended March 31, 2015 prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All dollar amounts included therein and in the following MD&A are in Canadian dollars except where noted.

FORWARD-LOOKING INFORMATION

This MD&A may contain “forward-looking statements” that reflect the Company’s current expectations and projections about its future results. When used in this MD&A, words such as “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause Eurasian’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: unavailability of financing, failure to identify commercially viable mineral reserves, fluctuations in the market valuation for commodities, difficulties in obtaining required approvals for the development of a mineral project, increased regulatory compliance costs and other factors.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, and other risk factors and forward-looking statements listed in the Company’s most recently filed Annual Information Form (“AIF”), actual events may differ materially from current expectations. More information about the Company including its AIF and recent financial reports is available on SEDAR at www.sedar.com. The Company’s Annual Report on Form 20-F, including the AIF and recent financial reports, is available on SEC’s EDGAR website at www.sec.gov and on the Company’s website at www.EurasianMinerals.com.

Cautionary Note to Investors Concerning Estimates of Indicated and Inferred Resources

The MD&A may use the terms “Inferred” and “Indicated” resources. Eurasian advises investors that although these terms are recognized and required by Canadian regulations under National Instrument 43-101 (“NI 43-101”), the U.S. Securities and Exchange Commission (“SEC”) does not recognize these terms. Investors are cautioned that “inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or prefeasibility studies. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable. Investors are further cautioned not to assume that any part or all of an indicated mineral resource will be converted into reserves.

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COMPANY OVERVIEW

Eurasian is a Tier 1 company that trades on the TSX Venture Exchange and NYSE MKT. It is principally in the business of exploring for, and generating royalties from, metals and minerals properties. The Company’s royalty and exploration portfolio mainly consists of properties in North America, Turkey, Europe, Haiti, Australia, and New Zealand. The Company started receiving royalty income as of August 17, 2012 when it acquired Bullion Monarch Mining, Inc. (“Bullion” or “BULM”). This royalty cash flow helps to provide a foundation to support the Company’s growth over the long term.

Eurasian operates as a royalty and prospect generator. Under the royalty and prospect generation business model, Eurasian acquires and advances early-stage mineral exploration projects and then forms partnerships with other parties for a retained royalty interest, as well as annual advanced royalty and other cash or share payments. Through its various agreements, Eurasian also provides technical and commercial assistance to partner companies as the projects are advanced. By optioning interests in its projects to third parties for a royalty interest, Eurasian a) reduces its exposure to the costs and risks associated with mineral exploration and project development, while b) maintaining the opportunity to participate in early-stage exploration upside, and c) developing a pipeline for potential production royalty payments and associated "brownfields" discoveries in the future. This approach helps conserve the Company’s treasury, which can be utilized for further project acquisitions and other business initiatives.

Strategic investments are an important complement to the Company’s royalty and prospect generation initiatives. These investments are made in unrecognized or under-valued exploration companies identified by Eurasian. EMX helps to develop the value of these assets, with exit strategies that can include royalty positions or equity sales.

HIGHLIGHTS FOR THE QUARTER

	•	For the quarter ended March 31, 2015, the Company received royalty income of $362,991 and recorded a loss from operations of $2,660,015. Gross exploration expenditures totaled $1,685,722 of which $411,124 was recovered from partners.
	•	In North America, the Company received approximately US$286,000 in revenue from the Carlin Trend Royalty Claim Block (“Leeville") that covers portions of Newmont Mining Corporation's (“Newmont”) underground operations on the Northern Carlin Trend in Nevada. Newmont's Turf No. 3 Vent Shaft Project, which will impact "greater Leeville", is on schedule for completion in late 2015 (see Newmont's 10-Q and 10-K filings for 2014). Also in North America, the Company initiated a new sediment-hosted copper program.
	•	Subsequent to quarter’s end, EMX announced the execution of an Exploration and Option to Purchase agreement with Kennecott Exploration Company, part of the Rio Tinto Group, for the Superior West copper-molybdenum project near Superior, Arizona (see EMX news release dated May 4, 2015). Kennecott may earn a 100% interest in the project by completing US$5,500,000 in exploration expenditures and making cash payments totaling US$1,149,187, after which EMX will retain a 2% NSR in addition to annual AMR and certain project milestone payments.
	•	In Turkey, partner Çolakoglu Ticari Yatirim A.S. ("Çolakoglu") advised that its 2014 Akarca exploration program further expanded and defined known zones of epithermal gold and silver mineralization, and also identified new targets for follow-up. At the Balya lead-zinc-silver royalty property, where EMX holds an uncapped 4% net smelter return (“NSR”) royalty interest, owner and operator Dedeman Madencilik San ve Tic. A.S. ("Dedeman") advised that it re-initiated shaft sinking and underground development work in January 2015.
	•	In Europe, the Company has a 0.5% NSR royalty that covers Reservoir Minerals Inc’s share of minerals and metals mined from the Cukaru Peki discovery in Serbia. In March, 2015 Reservoir announced that the project was moving toward completion of a scoping study. In Scandinavia, Eurasian continued a program of project acquisition at minimal cost in Norway.
	•	EMX is a strategic investor in IG Copper LLC (“IGC”), a privately held company that is in a joint venture with Freeport on the Malmyzh copper-gold porphyry discovery in Far East Russia (51% IGC, 49% Freeport). IGC submitted Malmyzh project reports for review and approval by the relevant Russian Federation agencies.

OUTLOOK

Eurasian Minerals has been generating exploration projects for over eleven years, and is now focused on entering into agreements to convert those assets into royalty interests, as well as directly acquiring new royalty properties. EMX has a portfolio of precious metal, base metal, polymetallic, and royalty interests that spans five continents and covers approximately 1.6 million acres. These assets provide revenue streams from royalty, advance royalty and success-based bonus payments, while maintaining continual exposure to exploration upside as projects advance. Eurasian supplements mineral property revenue streams and value creation with strategic investments in other companies or projects that could potentially provide shareholders with additional upside.

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As the year 2015 progresses, the Company is taking steps to increase revenue, reduce expenditures, and identify new early-stage opportunities to further build portfolio value. The Company is expecting that production from the Leeville royalty will begin to increase in Q4 of 2015 as the Turf Vent Shaft project comes online. The Leeville royalty stream will be complemented by other sources of revenue, including advance royalty payments as well as cash payments from existing agreements as projects continue to be advanced by partners.

Recognizing a need to conserve capital given the current market conditions, the Company has streamlined operations, closed or combined offices, and worked with our partners to optimize the deployment of exploration capital. However, given that many of EMX’s projects are now being advanced as royalty properties or by partnerships, the Company is also focusing on new generative initiatives. Opportunities are continuing to be generated by market conditions that have adversely impacted the funding of junior exploration companies, leading to a marked decrease in competition in the exploration sector. Eurasian is actively reviewing new early-stage exploration and royalty opportunities in addition to marketing its available projects.

The Company is working to build an income stream that offsets all of its exploration expenditures. The ultimate goal is to sustain the Company with royalty cash flows while fostering growth from a royalty pipeline of quality properties that provide multiple opportunities for exploration success.

ROYALTY OVERVIEW

A key EMX asset is the Leeville royalty property that covers portions of Newmont’s Northern Carlin Trend underground gold mining operations. The Leeville 1% gross smelter return royalty paid approximately US$286,000 during the three months ending March 31, 2015. These payments were principally sourced from Newmont’s Leeville mine, but also included minor contributions from other operations. Newmont's Turf No. 3 Vent Shaft Project is on schedule for commercial production planned for late 2015 (see Newmont's 10K and 10-Q filings for Q2 and Q3, 2014). Newmont has stated that the project will provide the ventilation required to "increase production", "unlock" additional resources, and impact "greater Leeville", which includes portions of EMX's royalty position.

In addition to EMX's Carlin Trend royalty properties, the Company has royalty property interests elsewhere in the western U.S., as well as in Turkey, Serbia, Sweden, Australia, Slovakia, and Peru. The Balya lead-zinc-silver royalty property in Turkey is undergoing underground development in a program that commenced in January 2015. EMX’s portfolio in Serbia includes a key royalty purchase that covers Reservoir Minerals Inc.'s Cukaru Peki copper-gold discovery that is progressing to the "scoping" study level as announced by Reservoir during the quarter. The Viscaria iron-copper royalty is being advanced by Avalon Minerals Ltd. with a new drill program that commenced in late Q1 in preparation for an updated JORC resource estimate and "scoping" study.

In addition, all of EMX's partnered exploration properties include a royalty option. Many of these partnered properties provide Advance Minimum Royalty ("AMR") or Advance Annual Royalty ("AAR") payments that may generate an early revenue stream to EMX's benefit during earn-in. Additional details on Eurasian’s property portfolio are included in the following sections.

TURKEY

Eurasian holds multiple mineral property interests in Turkey’s Western Anatolia and Eastern Pontides mineral belts. The properties include bulk tonnage gold, gold-silver vein, and porphyry gold-copper targets. Six of the seven EMX projects in Turkey are being advanced by partner companies, with two royalty properties and four properties optioned for a retained royalty interest. The seventh property, the Sisorta epithermal gold project, is 100% controlled by Eurasian and is currently available for sale or partnership.

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Akarca Property

The Akarca Property is a Eurasian exploration discovery in Turkey’s Western Anatolia region. The Akarca project area currently has six drill defined zones of epithermal gold-silver oxide mineralization. Akarca, wholly-owned by EMX, is covered by an Option Agreement (the "Akarca Agreement") with Çolakoğlu Ticari Yatirim A.S., a privately owned Turkish company, whereby Çolakoğlu can earn a 100% interest for a combination of cash payments, work commitments, and an uncapped 3.5% NSR royalty interest to EMX's benefit (see EMX news release dated June 20, 2013).

Çolakoglu advised that its 2014 Akarca exploration program further expanded and defined known zones of epithermal gold and silver mineralization, and also identified new targets for follow-up. In February 2015, Çolakoğlu requested, and was granted a six month extension to August 2015 for exercise of their option as defined by the Akarca Agreement. Çolakoğlu paid EMX US$100,000 "earnest money" of the US$500,000 payment due at the time of exercise, with the remaining US$400,000 due upon option exercise in August. Ongoing programs underway by Çolakoglu include geological and water quality studies.

Sisorta Property

The Sisorta project, located in the Eastern Pontides mineral belt, is an epithermal gold deposit with an NI 43-101 mineral resource at a 0.4 g/t cutoff of 3.17 million indicated tonnes averaging 0.89 g/t gold, and 11.38 million inferred tonnes averaging 0.58 g/t gold. An overview of the methodology used to estimate these resources are described in EMX’s news release dated June 26, 2009.

The Sisorta property had been in a joint venture (Chesser 51%, EMX 49%), with Chesser managing the project. In March 2015, EMX purchased Chesser's interest in the property, and assumed management of the project. As Sisorta is now a 100% controlled asset of EMX, the Company is evaluating the property's exploration upside, while pursuing partnership opportunities.

Balya Royalty Property

The Balya royalty property is located in the historic Balya lead-zinc-silver mining district in northwestern Turkey. EMX holds an uncapped 4% NSR royalty that it retained from the sale of the property to private Turkish mining company Dedeman Madencilik San ve Tic. A.S. in 2006 (see EMX news release dated November 14, 2006). EMX understands that Dedeman reinitiated shaft sinking and underground development work at the Hastanetepe zone during the quarter.

Other Property Interests

The Sofular royalty property, also held by Dedeman, was dropped in Q1 2015 due to a lack of encouraging exploration results.

Qualified Person

Michael P. Sheehan, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on Turkey.

NORTH AMERICA

Eurasian’s portfolio in North America, advanced through wholly-owned subsidiary Bronco Creek Exploration (“BCE”), includes porphyry copper-molybdenum, porphyry copper-gold, bulk tonnage gold, and gold-silver vein projects. The BCE portfolio is comprised of 24 properties covering more than 35,000 hectares in Arizona, Nevada, Utah, Colorado, and Wyoming. EMX has six properties partnered through BCE. In addition, there are five properties acquired in the 2012 merger with Bullion Monarch. Of these, four are EMX royalty properties, including the Northern Carlin Trend's Leeville royalty (see Leeville and Royalty Property Overview section), and one is an exploration project available for partnership.

The Company’s work focused on advancing partner funded projects, generative exploration, and business development activities during the quarter:

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•	Subsequent to quarter’s end, EMX announced the execution of an Exploration and Option to P urchase agreement with Kennecott Exploration Company, part of the Rio Tinto Group, for the Superior West copper-molybdenum project near Superior, Arizona (see EMX news release dated May 4, 2015). Kennecott may earn a 100% interest in the project by completing US$5,500,000 in exploration expenditures and making cash payments totaling US$1,149,187, after which EMX will retain a 2% NSR in addition to annual AMR and certain project milestone payments.
•	The Copper King and Red Top properties are porphyry copper-molybdenum projects located in the Globe-Miami and Superior (Pioneer) mining districts of Arizona covered by two separate Option Purchase Agreements with Desert Star Resources Ltd. (“Desert Star”), whereby Desert Star could acquire a 100% interest in each of the projects for cash, shares, and work commitments, after which EMX will retain a 2.5% NSR royalty (see EMX news release dated September 4, 2013). EMX assisted Desert Star in Q1 with drill permitting in preparation for reconnaissance drill programs anticipated for later in 2015.
•	The Buckhorn Creek copper-molybdenum project is located in the Laramide porphyry copper belt of southern Arizona optioned to Savant Explorations Ltd. (“Savant”) under an Exploration and Earn-in Agreements for cash, shares, and work commitments (see EMX news release dated October 30, 2013). EMX continued in Q1 to work with Savant on drill permitting for the Buckhorn Creek project.
•	EMX's generative programs focused on gold opportunities in the Great Basin, porphyry copper targets in Arizona, and a new sediment-hosted copper program led by consulting geologist Dr. Jon Thorson. Thorson's work resulted in EMX's acquisition of the Copper Warrior property in southeastern Utah's Lisbon Valley district.
•	Eurasian continued in discussions with potential partners interested in available copper and gold projects in the portfolio.

EMX is encouraged by the ongoing funding to advance partnered projects, third party interest in available copper and gold properties in the portfolio, and new opportunities generated by the sediment-hosted copper program.

Qualified Person

Dean D. Turner, CPG, a Qualified Person as defined by NI 43-101 and consultant to the Company, has reviewed, verified and approved the above technical disclosure on North America.

EUROPE

Eurasian continues to emphasize Scandinavia as a highly favorable jurisdiction for mineral exploration and development, and has assembled a portfolio of 100% controlled projects in Sweden and Norway that are available for partnership. The Company has significantly reduced expenditures in Scandinavia, and continues to examine ways to add value while pursuing strategic partnerships. In addition to the exploration properties in Sweden and Norway, EMX also maintains a royalty interest in northern Sweden's Viscaria project, as well as a portfolio of royalty interests in Serbia that includes Reservoir Mineral's Cukaru Peki copper-gold discovery.

Sweden

Eurasian’s portfolio in Sweden includes volcanogenic massive sulfide ("VMS") and Iron-Oxide-Copper-Gold ("IOCG") properties, in addition to known areas of copper, gold, and platinum group element-enriched styles of mineralization. EMX focused on retaining and advancing the most prospective exploration projects while reducing expenditures during the quarter. In February 2015, Eurasian closed its office in Kiruna with the intention of relocating to a more accessible and cost effective location in southern Sweden, where much of Eurasian’s exploration work is now focused. The Company has been in ongoing discussions with potential partners regarding the available properties in Sweden.

EMX holds a 1.0% NSR royalty interest in Avalon Minerals Ltd.'s Viscaria iron-copper property located in the Kiruna mining district of northern Sweden. A Finnish company, Outokumpu Oyj, is entitled to receive 0.5% NSR payable from EMX’s royalty, resulting in Eurasian receiving net 0.5% NSR royalties until Outokumpu has received a total of $12 million in royalty payments, after which EMX will receive the full 1.0% NSR royalty. Avalon announced that drilling had commenced to support an updated Scoping Study in a March 31, 2015 news release.

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Norway

EMX initiated a program in 2014 to evaluate IOCG, VMS, and other opportunities in Norway, and initially acquired the Burfjord and Storbekken properties by acquiring exploration permits on open ground. In January 2015, the Hattfjelldal, Vaddas, and Melkedalen VMS projects were added to the portfolio by direct acquisition with minimal cost. The Vaddas and Melkedalen properties host small tonnage zinc and copper historic resources.

Royalty Properties in Serbia

EMX's portfolio in Serbia initially resulted from early stage prospect generation and organic royalty growth via the sale of its properties, including the Brestovac West, Deli Jovan, and Plavkovo projects to Reservoir Minerals Inc. (“Reservoir”) in 2006. The terms of the sale included uncapped NSR royalties payable to EMX at a rate of 2% for gold and silver, and 1% for all other metals. Subsequently, Eurasian acquired an uncapped 0.5% NSR royalty covering Reservoir's share of minerals and metals mined from the "Brestovac" and "Jasikovo" properties (see EMX news release dated February 4, 2014). The Brestovac, Brestovac West, and Jasikovo properties are included in the Timok Project joint venture between Reservoir (45%) and Freeport McMoRan Exploration Corp. (55%).

Brestovac hosts porphyry and epithermal copper-gold mineralization for the Cukaru Peki deposit, which has an NI 43-101 inferred resource at a 1% copper equivalent (CuEq% = Cu% + (Au g/t x 0.6)) cut-off of 65.3 million tonnes averaging 2.6% copper and 1.5 g/t gold, or 3.5% copper equivalent (see Reservoir news release dated January 27, 2014). Reservoir announced in a March 12, 2015 news release that a 2015 budget of US$ 18.7 million had been approved by the Timok Project joint venture "to move the project forward toward the completion of a scoping study". EMX's Timok Project royalty properties add strategic upside potential for Eurasian in one of the richest copper-gold mineral belts in Europe.

Qualified Person
Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on Europe.

AUSTRALIA AND NEW ZEALAND

The Company's programs in the Australia and New Zealand region continued to operate with a reduced expenditure rate, and to identify new early-stage opportunities. The Koonenberry gold project in New South Wales, Australia is being advanced by partner companies under favorable royalty agreements with EMX. EMX subsidiaries also submitted applications for two new copper exploration projects in Western Australia. In New Zealand, the Neavesville gold-silver project was advanced with the commencement of a partner funded drill program.

Koonenberry Property

The Koonenberry gold project is positioned along the northwest trending, regional-scale Koonenberry fault in southeastern Australia. The distribution of gold occurrences and gold geochemical anomalies are coincident with prominent structural features related to the Koonenberry fault.

The majority of the project is under an Exploration and Option Agreement (the “NQM Agreement”) with North Queensland Mining Pty Ltd. (“NQM”), a privately-held Australian company, to earn a 100% interest in the subsidiary that holds the EMX licenses, with EMX retaining a 3% production royalty upon earn-in (see EMX news release dated February 19, 2014 for more details). During the quarter Arastra Exploration relinquished their holdings covering portions of the Koonenberry project not included in the NQM Agreement and over which EMX held a 1.0% NSR. EMX and NQM declined to acquire the tenements from Arastra, thereby reducing the Koonenberry project land holdings to a total of 947 square kilometers.

Neavesville Property

The Neavesville project consists of a single exploration permit, totaling over 30 square kilometers, in the Hauraki goldfield of New Zealand's North Island. EMX acquired Neavesville, which covers a historic JORC gold-silver resource, on open ground with minimal cost. The property hosts epithermal gold-silver mineralization that has geologic features similar to other deposits of the Hauraki goldfield, including Newmont's Martha Hill gold-silver mine located 25 kilometers to the southeast.

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The project is under a definitive agreement with Land & Mineral Limited (“L&M”), a privately-held Australian company, giving L&M the right to acquire Hauraki Gold Ltd. (“Hauraki”), the wholly-owned EMX subsidiary that controls the Neavesville property. The agreement with L&M provides for work obligations, staged payments, milestone payments based upon JORC reserves, and commercial production payments, all to the benefit of Eurasian (see EMX news release dated November 13, 2014). An L&M funded drilling program commenced in March with results expected to be released in the coming quarters.

Qualified Person

Chris Spurway, FAusIMM, MAIG, a Qualified Person as defined by NI 43-101 and employee of the Company, has reviewed, verified and approved the above technical disclosure on Australia and New Zealand.

HAITI

Eurasian and joint venture partner Newmont Ventures Limited, a wholly owned subsidiary of Newmont, (collectively, the “JV”) have a land position along a 130 kilometer trend of Haiti’s Massif du Nord mineral belt. Newmont is funding and managing six joint venture Designated Projects across northern Haiti. EMX’s work on the 100% controlled Grand Bois gold-copper project is outside of the JV with Newmont.

The Designated Projects with Newmont and EMX's Grand Bois Project have been on care and maintenance status since 2013, when the Haitian Government suspended its Mining Convention process while it began working on a new Mining Law with the help of the World Bank. The JV does not expect further progress on the new Mining Law until later in 2016.

Qualified Person

Dean D. Turner, CPG, a Qualified Person as defined by NI 43-101 and consultant to the Company, has reviewed, verified and approved the above technical disclosure on Haiti.

STRATEGIC INVESTMENTS

IG Copper LLC

EMX is a strategic investor in IG Copper LLC (“IGC”), a privately held company that is in a joint venture with Freeport on the Malmyzh copper-gold porphyry project in Far East Russia. IGC has a 51% ownership interest in the Malmyzh joint venture, with Freeport retaining a 49% interest. IGC is operating and managing the project. The Salasinskaya and Shelekhovo projects, 200 kilometers northeast of Malmyzh, are 100% controlled by IGC and not subject to the joint venture with Freeport. Eurasian is IGC's largest shareholder, with 42.34% of the issued and outstanding shares (40.84% equity position on a fully-diluted basis) from investments totaling US$7.8 million.

Malmyzh is a grassroots, district-scale discovery with fourteen porphyry copper-gold prospects identified within a 16 by 5 kilometer intrusive corridor. The project has excellent logistics and infrastructure, and is located 220 kilometers northeast of the Russia-China border at Khabarovsk. IGC advanced Malmyzh in Q1 by submitting drafts of project reports for review and approval by the relevant Russian Federation agencies.

Revelo Resources Corp. (formerly Iron Creek Capital Corp.)

EMX has a strategic investment in Revelo Resources Corp. (TSX-V: RVL, “Revelo”), a company focused on the acquisition and exploration of mineral properties in the prolific metallogenic belts of northern Chile. Revelo controls approximately 300,000 hectares of 100% owned exploration tenements. The portfolio is comprised of 16 exploration projects prospective for copper, gold and silver including three projects under option/JV agreements with Kinross Gold (Las Pampas Project), Newmont Mining (Montezuma Project), and BHP Billiton (Block 2 project). In addition, Revelo retains a royalty interest in the Victoria copper-gold-silver exploration project.

In Q1, Revelo reported that Newmont had completed the Phase 1 earn-in for a 51% interest in the Montezuma copper project by spending in excess of the US$2.5M (see Revelo news release dated February 23, 2015 for more information).

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Qualified Person

Dean D. Turner, CPG, a Qualified Person as defined by NI 43-101 and consultant to the Company, has reviewed, verified and approved the above technical disclosure on Strategic Investments.

RESULTS OF OPERATIONS

Three months ended March 31, 2015

The net loss for the three months ended March 31, 2015 (“Q1-2015”) was $2,660,015 compared to $2,167,525 for the prior year’s comparative quarter (“Q1-2014”). The loss for Q1-2015 was made up of net exploration expenditures of $1,274,598 (Q1-2014 - $1,231,199), general and administrative expenditures of $989,799 (Q1-2014 - $990,100) and other losses totaling $681,330 (Q1-2014 - $206,794) offset by net royalty income of $2,222 (Q1-2014 – $234,525) after depletion and related tax. Some items to note are:

Revenues

In Q1-2015, royalty income was earned for 239 (Q1-2014 – 467) ounces of gold totaling $362,991 (Q1-2014 - $654,718) offset by gold tax and depletion of $360,769 (Q1-2014 - $420,193) for net royalty income of $2,222 (Q1-2014 – $234,525). The decrease in royalty income was mainly due to a decrease in ounces produced and a lower realized gold price per ounce in the current period. In Q1-2015 the average realized gold price was US$1,219 per ounce compared to US$1,280 for Q1-2014.

Exploration Expenditures

Exploration expenditures (gross) increased by $22,297 from $1,663,425 to $1,685,722 in Q1-2015 and recoveries decreased by $21,102 from $432,266 to $411,124 in Q1-2015 for a net increase in exploration expenditures of $43,399 in Q1-2015.

General and Administrative

General and administrative expenses (“G&A”) of $989,799 were incurred during the quarter. Some of the significant changes from the comparable quarter were:

	•	Administrative and office expenses of $282,342 increased slightly from Q1-2014 ($254,158). The Company has a corporate office in Vancouver which manages the finance, regulatory and administrative functions. It also has a regional office in Littleton, Colorado which supports the exploration, technical, investor relations and deal flow aspects of the business.
	•	Investor relations expenditures decreased by $16,610 to $78,614 in Q1-2015. The Company attends select industry trade shows and supports lines of communication to current and potential investors.
	•	Salaries and consultants increased by $25,837 to $361,426 from $335,589 and is the largest expense in G&A. This expense category encompasses management, administration, project development and marketing support. It should be noted that many of our personnel expenditures companywide are denominated in United States dollars (“USD”) and the increase in the value of the USD compared to the Canadian dollar, which is our reporting currency, will increase expenditures.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s working capital position at March 31, 2015 was $5,203,732 (December 31, 2014 - $7,096,916). With its current plans for the year and the budgets associated with those plans, in order to continue funding its administrative and exploration expenditures from the date of this MD&A, the Company will need to obtain additional cash and anticipates either financing or selling one or more of its assets. Historically, the Company funds its cash requirements through the issuance of shares, funding from joint venture partners, royalty income, attracting additional joint venture partners and the sale of available investments and marketable securities all of which are used to finance further property acquisitions, explore and develop its mineral properties, and obtain strategic investments.

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Operating Activities

Cash used in operations was $2,052,861 for the three months ended March 31, 2015 (Q1-2014 - $1,363,244) and represents expenditures primarily on mineral property exploration and general and administrative expense for both periods, offset by royalty income received in the period.

Financing Activities

There were no financing activities during the current or comparative quarters.

Investing Activities

Some of the significant investment activities during the three months ended March 31, 2015 are:

-

The Company purchased an additional 51% of the shares of the Company that owns Sisorta in Turkey for AU$162,092 so that it now owns 100% of the project.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

QUARTERLY INFORMATION

Fiscal quarter ended		March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013
Royalty income	$	654,718		$	985,498		$	601,860		$	577,558
Exploration expenditures		1,663,425			1,508,983			2,298,244			2,929,328
Exploration recoveries		(432,226	)		(545,899	)		(1,446,828	)		(2,109,651	)
Share-based payments		51,752			54,539			150,993			168,403
Net loss for the period		(2,167,525	)		(2,140,328	)		(6,635,561	)		(1,973,663	)
Basic and diluted net loss per share		(0.03	)		(0.03	)		(0.09	)		(0.03	)

Factors that cause fluctuations in the Company’s quarterly results include royalty revenue, market price for gold, production on royalty properties, the timing of stock option and share grants, foreign exchange gains and losses related to the Company’s holding of United States dollar denominated working capital items, gains or losses on investments held in its portfolio, along with varying levels of operations activities on its exploration projects and due diligence undertaken on new prospects.

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RELATED PARTY TRANSACTIONS

The aggregate value of transactions and outstanding balances relating to key management personnel and directors were as follows:

					Share-based
For the three months ended March 31, 2015		Salary or Fees			Payments			Total
President, CEO and Director	$	124,977		$	-		$	124,977
COO and Director (1)		299,060			-			299,060
Chief Legal Officer		58,279			4,860			63,139
Directors (2)		42,899			-			42,899
Seabord Services Corp. (3)		104,700			-			104,700
Total	$	629,914		$	4,860		$	634,774

⁽¹⁾ COO and Director Salary or Fees includes $247,660 in severance payments.
⁽²⁾ Directors fees include $5,000 per month paid to the Company’s non-Executive Chairman, who does not receive the fees paid to the other independent director’s.

					Share-based
For the three months ended March 31, 2014		Salary or Fees			Payments			Total
President, CEO and Director	$	110,533		$	13,105		$	123,638
COO and Director		55,267			5,048			60,315
CFO		-			3,029			3,029
Corporate Secretary		-			1,212			1,212
Chief Legal Officer		52,959			12,256			65,215
Directors*		46,684			2,457			49,141
Seabord Services Corp. (3)		104,700			-			104,700
Total	$	370,143		$	37,107		$	407,250

Related Party Assets and Liabilities		Service or Term			31-Mar-15			31-Dec-14
Amounts due from (to):
President, CEO and Director		Expense Reimbursement		$	3,071		$	7,713
COO and Director		Expense Reimbursement			-			186
Chief Legal Officer		Expense Reimbursement			-			165
Directors		Fees and Expense Reimbursement			23,827			29,612
Seabord Capital Corp.		Expense Reimbursement			-			-
				$	26,898		$	37,676

⁽³⁾Seabord Services Corp. (“Seabord”) is a management services company controlled by the Chairman of the Board. Seabord provides a Chief Financial Officer, a Corporate Secretary, accounting staff, administration staff and office space to Eurasian. The Chief Financial Officer and Corporate Secretary are employees of Seabord and are not paid directly by Eurasian.

RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS

The Company considers items included in shareholders’ equity as capital. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Company currently has continuing royalty revenues to fund a portion of ongoing costs. In order to fund future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. As at March 31, 2015, the Company had working capital of $5,203,732 (December 31, 2014 - $7,096,916). Management will need additional sources of working capital to continue its currently planned programs, by issuing new shares or the sale of assets. The Company manages the capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets.

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In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private placements, sell assets, or return capital to shareholders. The Company is not subject to externally imposed capital requirements.

Fair Value

The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

	•	Level 1: inputs represent quoted prices in active markets for identical assets or liabilities. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
	•	Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors, which can be observed or corroborated in the market place.
	•	Level 3: inputs that are less observable, unavoidable or where the observable data does not support the majority of the instruments’ fair value.

As at March 31, 2015, there were no changes in the levels in comparison to December 31, 2014. Financial instruments measured at fair value on the statement of financial position are summarized in levels of the fair value hierarchy as follows:

Assets		Level 1			Level 2			Level 3			Total
Cash and cash equivalents	$	4,059,948		$	-		$	-		$	4,059,948
Restricted cash		232,869			-			-			232,869
Fair value through profit or loss investments		801,861			-			-			801,861
Strategic Investments		317,143			-			-			317,143
Total	$	5,411,821		$	-		$	-		$	5,411,821

The carrying value of receivables, accounts payable and accrued liabilities, and advances from joint venture partners approximate their fair value because of the short-term nature of these instruments. The Company assessed that there were no indicators of impairment for these financial instruments.

The Company’s financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market risk, liquidity risk and currency risk.

Credit Risk

The Company is exposed to credit risk by holding cash and cash equivalents and receivables. This risk is minimized by holding a significant portion of the funds in Canadian banks. The Company’s exposure with respect to its receivables is primarily related to royalty streams and recovery of exploration evaluation costs.

Interest Rate Risk

The Company is exposed to interest rate risk because of fluctuating interest rates. Management believes the interest rate risk is low given the current low global interest rate environment. Fluctuations in market rates is not expected to have a significant impact on the Company’s operations due to the short term to maturity and no penalty cashable feature of its cash equivalents.

Market Risk

The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and other company investments. The Company has no control over these fluctuations and does not hedge its investments. Based on the March 31, 2015 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders’ equity by approximately $110,000.

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Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by careful management of its working capital to ensure the Company’s expenditures will not exceed available resources.

Commodity Risk

The Company’s royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered. Metal prices have historically fluctuated widely. Consequently, the economic viability of the Company’s royalty interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.

Currency Risk

Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a currency that is not the entity’s functional currency. The Company operates in Canada, Haiti, Turkey, Georgia, Sweden, Australia and the U.S.A. The Company funds cash calls to its subsidiary companies outside of Canada in USD and a portion of its expenditures are also incurred in local currencies.

The exposure of the Company’s cash and cash equivalents, receivables, and accounts payable and accrued liabilities to foreign exchange risk as at March 31, 2015 is as follows:

Accounts		US dollars
Cash and cash equivalents	$	1,973,375
Receivables		661,220
Accounts payable and accrued liabilities		(179,781	)
Net exposure		2,454,814
Canadian dollar equivalent	$	3,103,376

The balances noted above reflect the USD balances held within the parent company and any wholly owned subsidiaries. Balances denominated in another currency other than the functional currency held in foreign operations are considered immaterial.

Based on the above net exposure as at March 31, 2015, and assuming that all other variables remain constant, a 1% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $31,000 in the Company’s pre-tax profit or loss.

Critical Accounting Judgments and Significant Estimates and Uncertainties

The preparation of the consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported revenue and expenses during the periods presented therein. On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, royalty revenues and expenses. Management bases its judgments and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

The Company has identified the following critical accounting policies in which significant judgments, estimates and assumptions are made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

a)

Royalty Interest and Related Depletion

In accordance with the Company’s accounting policy, royalty interests are evaluated on a periodic basis to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognized to the extent that carrying amount exceeds recoverable amount. The recoverable amount of a royalty asset is measured at the higher of fair value less costs to sell and value in use. The determination of fair value and value in use requires management to make estimates and assumptions about expected production and sales volumes, commodity prices (considering current and historical prices, price trends and related factors), and reserves. These estimates and assumptions are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in profit or loss.

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b)

Goodwill

Goodwill represents the excess of the price paid for the acquisition of a consolidated entity over the fair value of the net identifiable tangible and intangible assets and liabilities acquired. Goodwill is allocated to the cash generating unit to which it relates.

Goodwill is evaluated for impairment annually or more often if events or circumstances indicate there may be impairment. Impairment is determined by assessing if the carrying value of a cash generating unit, including the allocated goodwill, exceeds its recoverable amount. The assessment of the recoverable amount used in the goodwill impairment analysis is subject to similar judgments and estimates as described above for property, plant and equipment and royalty properties.

c)

Exploration and Evaluation Assets

Recorded costs of exploration and evaluation assets are not intended to reflect present or future values of exploration and evaluation assets. The recorded costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that a change in future conditions could require a material change in the recognized amount.

d)

Taxation

The Company’s accounting policy for taxation requires management’s judgment as to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgment is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognized on the statements of financial position.

Deferred tax assets, including those arising from unused tax losses, capital losses and temporary differences, are recognized only where it is considered probable that they will be recovered, which is dependent on the generation of sufficient future taxable profits. Deferred tax liabilities arising from temporary differences caused principally by the expected royalty revenues generated by the royalty property are recognized unless expected tax losses applicable to the royalty stream are sufficient to offset the taxable income and therefore, taxable income is not expected to occur in the foreseeable future. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, and reserves. Judgments are also required about the application of income tax legislation in foreign jurisdictions. These judgments and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognized on the balance sheet and the amount of other tax losses and temporary differences not yet recognized. In such circumstances, some or the entire carrying amount of recognized deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to profit or loss.

e)

Equity Investment

The Company records its interest in associated companies as equity investments. The Company has a minority position on the Boards of its associated companies, and does not control operational decisions. The Company’s judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate.

RISKS AND UNCERTAINTIES

Mineral Property Exploration Risks

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored ultimately become producing mines. At present, none of the Company’s properties has a known commercial ore deposit.

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The main operating risks include ensuring ownership of and access to mineral properties by confirmation that option agreements, claims and leases are in good standing and obtaining permits for drilling and other exploration activities.

Eurasian is currently earning an interest in some of its properties through option agreements and acquisition of title to the properties is only completed when the option conditions have been met. These conditions generally include making property payments, incurring exploration expenditures on the properties and can include the satisfactory completion of pre-feasibility studies. If the Company does not satisfactorily complete these option conditions in the time frame laid out in the option agreements, the Company’s title to the related property will not vest and the Company will have to write-off any previously capitalized costs related to that property.

The market prices for precious and base metals can be volatile and there is no assurance that a profitable market will exist for a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered.

Revenue and Royalty Risks

Eurasian cannot predict future revenues or operating results of the area of mining activity. Management expects future revenues from the Carlin Trend Royalty Claim Block, including the Leeville royalty property in Nevada, to fluctuate depending on the level of future production and the price of gold. Specifically, there is a risk that the operator of the property, Newmont Mining Corporation (“Newmont”), will cease to operate in the Company’s area of interest, therefore there can be no assurance that ongoing royalty payments will materialize or be received by Eurasian.

Financing and Share Price Fluctuation Risks

Eurasian has limited financial resources, and has no assurance that additional funding will be available for further exploration and development of its projects. Further exploration and development of one or more of the Company’s projects may be dependent upon the Company’s ability to obtain financing through equity or debt financing or other means. Failure to obtain this financing could result in delay or indefinite postponement of further exploration and development of its projects which could result in the loss of one or more of its properties.

The securities markets can experience a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be development stage companies such as Eurasian, may experience wide fluctuations in share prices which will not necessarily be related to their operating performance, underlying asset values or prospects. There can be no assurance that share price fluctuations will not occur in the future, and if they do occur, the severity of the impact on Eurasian’s ability to raise additional funds through equity issues.

Foreign Countries and Political Risks

The Company operates in countries with varied political and economic environments. As such, it is subject to certain risks, including currency fluctuations and possible political or economic instability which may result in the impairment or loss of mineral concessions or other mineral rights, opposition from environmental or other non-governmental organizations, and mineral exploration and mining activities may be affected in varying degrees by political stability and government regulations relating to the mineral exploration and mining industry. Any changes in regulations or shifts in political attitudes are beyond the control of the Company and may adversely affect its business. Exploration and development may be affected in varying degrees by government regulations with respect to restrictions on future exploitation and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation and mine and site safety.

Notwithstanding any progress in restructuring political institutions or economic conditions, the present administration, or successor governments, of some countries in which Eurasian operates may not be able to sustain any progress. If any negative changes occur in the political or economic environment of these countries, it may have an adverse effect on the Company’s operations in those countries. The Company does not carry political risk insurance.

Competition

The Company competes with many companies that have substantially greater financial and technical resources than it in the acquisition and development of its projects as well as for the recruitment and retention of qualified employees.

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Return on Investment Risk

Investors cannot expect to receive a dividend on an investment in the Common Shares in the foreseeable future, if at all.

No Assurance of Titles or Borders

The acquisition of the right to exploit mineral properties is a very detailed and time consuming process. There can be no guarantee that the Company has acquired title to any such surface or mineral rights or that such rights will be obtained in the future. To the extent they are obtained, titles to the Company’s surface or mineral properties may be challenged or impugned and title insurance is generally not available. The Company’s surface or mineral properties may be subject to prior unregistered agreements, transfers or claims and title may be affected by, among other things, undetected defects. Such third party claims could have a material adverse impact on the Company’s operations.

Currency Risks

The Company’s equity financings are sourced in Canadian dollars but much of its expenditures are in local currencies or U.S. dollars. At this time, there are no currency hedges in place. Therefore, a weakening of the Canadian dollar against the U.S. dollar or local currencies could have an adverse impact on the amount of exploration funds available and work conducted.

Joint Venture and Exploration Funding Risk

Eurasian’s strategy is to seek exploration and joint venture partners through options and joint ventures to fund exploration and project development. The main risk of this strategy is that the funding parties may not be able to raise sufficient capital in order to satisfy exploration and other expenditure terms in a particular joint venture agreement. As a result, exploration and development of one or more of the Company’s property interests may be delayed depending on whether Eurasian can find another party or has enough capital resources to fund the exploration and development on its own.

Insured and Uninsured Risks

In the course of exploration, development and production of mineral properties, the Company is subject to a number of risks and hazards in general, including adverse environmental conditions, operational accidents, labour disputes, unusual or unexpected geological conditions, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in the damage to the Company’s property or facilities and equipment, personal injury or death, environmental damage to properties of the Company or others, delays, monetary losses and possible legal liability.

Although the Company may maintain insurance to protect against certain risks in such amounts as it considers reasonable, its insurance may not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate future profitability and result in increased costs, have a material adverse effect on the Company’s results and a decline in the value of the securities of the Company.

Some work is carried out through independent consultants and the Company requires all consultants to carry their own insurance to cover any potential liabilities as a result of their work on a project.

Environmental Risks and Hazards

The activities of the Company are subject to environmental regulations issued and enforced by government agencies. Environmental legislation is evolving in a manner that will require stricter standards and enforcement and involve increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes in environmental regulation, if any, will not adversely affect Eurasian’s operations. Environmental hazards may exist on properties in which the Company holds interests which are unknown to the Company at present.

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Fluctuating Metal Prices

Factors beyond the control of the Company have a direct effect on global metal prices, which have fluctuated widely, particularly in recent years, and there is no assurance that a profitable market will exist for a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered on any of Eurasian’s properties. Consequently, the economic viability of any of the Company’s exploration projects and its ability to finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal prices.

Extensive Governmental Regulation and Permitting Requirements Risks

Exploration, development and mining of minerals are subject to extensive laws and regulations at various governmental levels governing the acquisition of the mining interests, prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. In addition, the current and future operations of Eurasian, from exploration through development activities and production, require permits, licenses and approvals from some of these governmental authorities. Eurasian has obtained all government licenses, permits and approvals necessary for the operation of its business to date. However, additional licences, permits and approvals may be required. The failure to obtain any licenses, permits or approvals that may be required or the revocation of existing ones would have a material and adverse effect on Eurasian, its business and results of operations.

Failure to comply with applicable laws, regulations and permits may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities requiring Eurasian’s operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Eurasian may be required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits. Any such events could have a material and adverse effect on Eurasian and its business and could result in Eurasian not meeting its business objectives.

Key Personnel Risk

Eurasian’s success is dependent upon the performance of key personnel working in management and administrative capacities or as consultants. The loss of the services of senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations.

Conflicts of Interest

In accordance with the laws of British Columbia, the directors and officers of a corporation are required to act honestly, in good faith and in the best interests of the corporation. Eurasian’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, such directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a meeting of the Company’s directors, a director with such a conflict will abstain from voting for or against the approval of such participation or such terms.

Passive Foreign Investment Company

U.S. investors in common shares should be aware that based on current business plans and financial expectations, Eurasian currently expects that it will be a passive foreign investment company (“PFIC”) for the year ending December 31, 2014 and expects to be a PFIC in future tax years. If Eurasian is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of common shares, or any so-called “excess distribution” received on its common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective “qualified electing fund” election (“QEF Election”) or a “mark-to-market” election with respect to the common shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of Eurasian’s net capital gain and ordinary earnings for any year in which Eurasian is a PFIC, whether or not Eurasian distributes any amounts to its shareholders. For each tax year that Eurasian qualifies as a PFIC, Eurasian intends to: (a) make available to U.S. shareholders, upon their written request, a “PFIC Annual Information Statement” as described in Treasury Regulation Section 1.1295 -1(g) (or any successor Treasury Regulation) and (b) upon written request, use commercially reasonable efforts to provide all additional information that such U.S. shareholder is required to obtain in connection with maintaining such QEF Election with regard to Eurasian. Eurasian may elect to provide such information on its website www.EurasianMinerals.com.

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Corporate Governance and Public Disclosure Regulations

The Company is subject to changing rules and regulations promulgated by a number of United States and Canadian governmental and self-regulated organizations, including the United States Securities and Exchange Commission (“SEC”), the British Columbia and Alberta Securities Commissions, the NYSE MKT and the TSX-V. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created, making compliance more difficult and uncertain. The Company’s efforts to comply with the new rules and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Internal Controls over Financial Reporting

The Company requires an annual assessment by management of the effectiveness of the Company’s internal control over financial reporting. The Company may in the future fail to achieve and maintain the adequacy of its internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, and the Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over financial reporting. Future acquisitions of companies may provide the Company with challenges in implementing the required processes, procedures and controls in its acquired operations. Acquired companies may not have disclosure controls and procedures or internal control over financial reporting that are as thorough or effective as those required by securities laws currently applicable to the Company.

No evaluation can provide complete assurance that the Company’s internal control over financial reporting will detect or uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The effectiveness of the Company’s controls and procedures could also be limited by simple errors or faulty judgments. In addition, should the Company expand in the future, the challenges involved in implementing appropriate internal control over financial reporting will increase and will require that the Company continue to improve its internal control over financial reporting.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining disclosure controls and procedures, which provide reasonable assurance that material information relating to the Company and its subsidiaries is accumulated and communicated to management to allow timely decisions regarding required disclosure. Management has evaluated the effectiveness of its disclosure controls and procedures as of March 31, 2015 and believes its disclosure controls and procedures are effective.

Internal Control over Financial Reporting

The Company’s management, with the participation of its CEO and CFO, are responsible for establishing a system of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB. There have been no changes in the Company’s internal control over financial reporting that occurred during the interim period being the three months ended March 31, 2015, that have materially affected, or are reasonably likely to materially affect, the

Company’s internal control over financial reporting.

OUTSTANDING SHARE DATA

At May 13, 2015, the Company had 73,444,710 common shares issued and outstanding. There were also 4,425,700 stock options outstanding with expiry dates ranging from June 7, 2015 to December 22, 2019, and 7,255,900 warrants outstanding with expiry dates ranging from November 8, 2015 to November 12, 2015.

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Form 52-109F2
Certification of Interim Filings
Full Certificate

I, David M. Cole, Chief Executive Officer of Eurasian Minerals Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Eurasian Minerals Inc. (the “issuer”) for the interim period ended March 31, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s
	ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 15, 2015

“David M. Cole”

David M. Cole
President and Chief Executive Officer

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Form 52-109F2
Certification of Interim Filings
Full Certificate

I, Christina Cepeliauskas, Chief Financial Officer of Eurasian Minerals Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Eurasian Minerals Inc. (the “issuer”) for the interim period ended March 31, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.	Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’Annual and Interim Filings, for the issuer.
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
	(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
		(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
		(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1	Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission.
5.2	ICFR – material weakness relating to design: N/A
5.3	Limitation on scope of design: N/A
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s
	ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 15, 2015

”Christina Cepeliauskas”

Christina Cepeliauskas
Chief Financial Officer

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