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 November, 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.

[X] Form 20-F      [   ] 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	Interim Financial Statements, September 30, 2015
99.2	Interim Management’s Discussion and Analysis, September 30, 2015
99.3	Form 52-106F2 Certification of Interim Filings by Chief Executive Officer
99.4	Form 52-106F2 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: November 16, 2015	By:	/s/ Christina Cepeliauskas
	Name:	Christina Cepeliauskas
	Title:	Chief Financial Officer

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

September 30, 2015

 

 

 

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NOTICE TO READER

The accompanying unaudited condensed consolidated interim financial statements of Eurasian Minerals Inc. for the nine months ended September 30, 2015 have been prepared by management and approved by the Audit Committee and the Board of Directors of the Company. These condensed consolidated interim financial statements have not been reviewed by the Company’s external auditors.

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EURASIAN MINERALS INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian Dollars)

ASSETS		September 30, 2015			December 31, 2014
Current
Cash and cash equivalents	$	807,384		$	6,450,308
Investments (Note 3)		558,810			743,786
Receivables (Note 4)		1,800,545			838,837
Prepaid expenses		75,459			52,209
Total current assets		3,242,198			8,085,140
Non-current
Restricted cash (Note 5)		290,976			230,144
Property and equipment (Note 6)		652,196			751,229
Investment in associated companies (Note 7)		3,572,393			4,072,737
Strategic investments (Note 3)		281,905			299,524
Exploration and evaluation assets (Note 8)		2,420,311			2,379,886
Royalty interest (Note 9)		32,512,837			29,327,960
Reclamation bonds (Note 10)		810,552			823,447
Goodwill (Note 11)		8,219,023			8,217,542
Other assets		104,484			104,484
Total  non-current assets		48,864,677			46,206,953
TOTAL ASSETS	$	52,106,875		$	54,292,093
LIABILITIES
Current
Accounts payable and accrued liabilities (Note 14)	$	702,257		$	559,049
Advances from jointv enture partners (Note 12)		163,960			429,175
Total current liabilities		866,217			988,224
Non-current
Deferred income tax liability		8,219,023			8,217,542
TOTAL LIABILITIES		9,085,240			9,205,766
SHAREHOLDERS' EQUITY
Capital stock (Note 13)		117,000,052			116,766,102
Commitment to issue shares		125,408			306,999
Reserves		20,516,000			15,443,247
Deficit		(94,619,825	)		(87,430,021	)
TOTAL SHAREHOLDERS' EQUITY		43,021,635			45,086,327
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	52,106,875		$	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 November 12, 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			Nine month			Nine month
		ended			ended			period ended			period ended
		September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
ROYALTY INCOME	$	369,453		$	558,091		$	1,145,021		$	1,780,472
Cost of sales
Gold tax		(18,473	)		(27,905	)		(57,251	)		(89,024	)
Depletion		(407,482	)		(309,471	)		(1,200,675	)		(1,016,943	)
Ne troyalty (loss) income		(56,502	)		220,715			(112,905	)		674,505
EXPLORATION EXPENDITURES (Note 8)		1,565,437			1,929,346			4,693,745			6,466,853
Less: recoveries		(332,254	)		(609,039	)		(1,064,992	)		(2,692,422	)
Net exploration expenditures		1,233,183			1,320,307			3,628,753			3,774,431
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative and office		202,368			226,734			679,857			691,336
Depreciation (Note 6)		15,368			34,488			87,496			103,945
Investor relations and share holder information		53,866			122,189			183,837			265,745
Professional fees		174,936			142,968			342,781			245,598
Salaries and consultants		179,480			306,147			810,740			971,966
Share-based payments (Note 13)		(3,949	)		80,984			440,164			959,671
Transfer agent and filing fees		7,520			8,000			103,354			112,939
Travel		12,403			68,241			52,803			137,274
Total general and administrative expenses		641,992			989,751			2,701,032			3,488,474
Loss from operations		(1,931,677	)		(2,089,343	)		(6,442,690	)		(6,588,400	)
Change in fair value of fair value throught profit or
loss investments		(120,724	)		(73,287	)		(334,167	)		(27,355	)
Gain on acquisition and sale of exploratio nand
evaluation assets		-			-			132,286			-
Equity loss in associated companies (Note 7)		(141,730	)		(188,523	)		(500,344	)		(687,979	)
Foreign exchange gain (loss)		111,387			374,908			162,523			250,996
Realized gain (loss) on sale of investments		-			-			(8,387	)		(19,049	)
Other (Note 14)		33,352			17,343			(199,025	)		70,371
Write down of goodwill (Note 11)		(426,445	)		-			(1,180,574	)		-
Gain(loss) on derecognition and sale of property and
equipment		-			15,400			-(115,518	)
Loss before income taxes		(2,475,837	)		(1,943,502	)		(8,370,378	)		(7,116,934	)
Deferred income tax recovery		426,445			598,039			1,180,574			809,259
Loss for the period	$	(2,049,392	)				$	(7,189,804	)	$	(6,307,675	)
Basic and diluted loss per share	$	(0.03	)	$	(0.02	)	$	(0.10	)	$	(0.09	)
Weighted average number of common shares outstanding		73,473,069			73,104,343			73,462,677			73,092,092

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 INCOME (LOSS)
(Unaudited - Expressed in Canadian Dollars)

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)

		Nine month period ended			Nine month period ended
		September 30,2 015			September 30, 2014
Cash flows from operating activities
Loss for the period	$	(7,189,804	)		(6,307,675	)
Items not affecting operating activities:
Interest income received		(48,643	)		(70,371	)
Unrealized foreign exchange effect on cash and cash equivalents		200,608			54,415
Items not affecting cash:
Change in fair value of fair value throught profit or loss investments		334,167			27,355
Commitment to issue shares		52,359			323,574
Share-based payments		460,203			835,324
Deferred income tax recovery		(1,180,574	)		(809,259	)
Depreciation		159,011			222,964
Depletion		1,200,675			1,016,943
Write down of goodwill		1,180,574			-
Realized gain (loss) on sale of investments		8,387			19,049
Gain on acquisition and sale of exploration and evaluation assets		(42,755	)		-
Gain (loss) on derecognitiona nd sale of property and equipment		-			115,518
Derecognition of property and equipment on sale of exploration and evaluation assets		6,490			-
Derecognition of property and equipment in exploration and evaluation costs		(24,922	)		-
Equity loss in associated companies		500,344			687,979
Unrealized foreign exchange (gain) loss		246,652			(253,340	)
Shares received from joint venture partners included in exploration recoveries		(115,000	)		(25,000	)
Changes in non-cash working capital items:
Receivables		(961,578	)		202,270
Prepaid expenses		(21,749	)		3,033
Accounts payable and accrued liabilities (Note 14)		121,731			(215,153	)
Advances from joint venture partners		(265,215	)		(107,287	)
Total cash used in operating activities		(5,379,039	)		(4,279,661	)
Cash flows from investing activities
Acquisition of exploration and evaluation assets, net option payments received		(78,039	)		-
Interest received on cash and cash equivalents		48,643			70,371
Conversion feature on promissory notes		(52,063	)		-
Proceeds from sale of fair value through profit and loss investments, net		7,450			261,301
Purchase of available-for-sale financial  instruments		-			(500,000	)
Purchase of investments in associated companies		-			(1,063,036	)
Restricted cash		(60,832	)		5,321
Purchase and sale of property and equipment, net		(34,532	)		61,343
Reclamation bonds		106,096			(42,151	)
Total cash used in investing activities		(63,277	)		(1,206,851	)
Effect of exchange rate changes on cash and cash equivalents		(200,608	)		(54,415	)
Change in cash and cash equivalents		(5,642,924	)		(5,540,927	)
Cash and cash equivalents, beginning		6,450,308			12,683,069
Cash and cash equivalents, ending	$	807,384		$	7,142,142

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		163,000			233,950			(233,950	)		-			-			-			-
Commitment to issue shares		-			-			52,359			-			-			-			52,359
Share-based payments		-			-			-			460,203									460,203
Foreign currency translation adjustment		-			-			-			-			4,630,169			-			4,630,169
Change in fair value of financial instruments		-			-			-			-			(17,619	)		-			(17,619	)
Loss for the period		-			-			-			-			-			(7,189,804	)		(7,189,804	)
Balance as at September 30, 2015		73,534,710		$	117,000,052		$	125,408		$	10,023,108		$	10,492,892		$	(94,619,825	)	$	43,021,635

											Reserves
								Commitment						Accumulated other
		Number of						Share-based			Share-based			comprehensive gain
		common shares			Capital stock			toissueshares			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 issuedas incentive stock grants		211,000			295,550			(295,550	)		-			-			-			-
Commitment to issue shares		-			-			323,574			-			-			-			323,574
Share based payments		-			-			-			835,324			-			-			835,324
Foreign currency translation adjustment		-			-			-			-			1,199,870			-			1,199,870
Change in fair value of financial instruments		-			-			-			-			(153,810	)		-			(153,810	)
Loss for the period		-			-			-			-			-			(6,307,675	)		(6,307,675	)
Balance as at September 30 ,2014		73,191,209		$	116,447,225		$	572,901		$	9,404,593		$	3,740,941		$	(76,289,655	)	$	53,876,005

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

Page 5

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Nine Month Period Ended September 30, 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.

Management believes it has sufficient funding for operations for the ensuing year, which results in the going concern assumption being an appropriate underlying concept for the preparation of these consolidated financial statements (Note 18).

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.

Page 6

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Nine Month Period Ended September 30, 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. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would 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 nine months ended September 30, 2015 are consistent with those applied in the Company’s December 31, 2014 audited consolidated financial statements.

3. INVESTMENTS

The Company had the following investments:

					Accumulated
September 30, 2015		Cost			unrealized loss			Fair value
Fair value through profit or loss
Marketable securities	$	2,051,587		$	(1,544,840	)	$	506,747
Conversion feature on promissory notes (Note7)		52,063			-			52,063
Total Fair value through profit or loss		2,103,650			(1,544,840	)		558,810
Available-for-sale
Marketable securities		980,000			(698,095	)		281,905
Total investments	$	3,083,650		$	(2,242,935	)	$	840,715

					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

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Nine Month Period Ended September 30, 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		September 30, 2015			December 31, 2014
Royalty income receivable	$	133,375		$	142,864
Refundable taxes		269,111			243,503
Recoverable exploration expenditures and advances		405,393			274,085
Promissory notes (Note 7)		645,205			-
Other		347,958			178,385
Total	$	1,801,042		$	838,837

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

Currency		September 30, 2015			December 31, 2014
Canadian Dollars	$	45,055		$	102,952
US Dollars		1,611,881			588,829
Turkish Lira		129,958			133,440
Swedish Krona		7,426			12,574
Other		6,722			1,042
Total	$	1,801,042		$	838,837

5. RESTRICTED CASH

At September 30, 2015, the Company classified $290,976 (December 31, 2014 - $230,144) as restricted cash. This amount is comprised of $193,090 (December 31, 2014 - $148,334) held as collateral for its corporate credit cards, $67,045 (December 31, 2014 - $50,960) held as a security deposit for the Company’s Haiti exploration program, and $30,841 (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 Nine Month Period Ended September 30, 2015

6. PROPERTY AND EQUIPMENT

During the nine month period ended September 30, 2015, depreciation of $71,515 (2014 - $79,610) has been included in exploration expenditures.

		Computer			Field			Office			Vehicles			Building			Land			Total
Cost
As at December 31, 2014	$	91,713		$	177,352		$	6,023		$	84,651		$	572,443		$	414,526		$	1,346,708
Additions		23,564			10,365			12,552			18,292			22,055			-			86,828
Disposals and derecognition		-			(2,152	)		(3,059	)		(24,975	)		-			-			(30,186	)
As at September 30, 2015	$	115,277		$	185,565		$	15,516		$	77,968		$	594,498		$	414,526		$	1,403,350
Accumulated depreciation
As at December 31, 2014	$	91,713		$	132,031		$	3,958		$	50,594		$	317,183		$	-		$	595,479
Additions		6,727			37,317			10,454			9,082			95,431			-			159,011
Disposals and derecognition		-			(1,680	)		(1,656	)		-			-			-			(3,336	)
As at September 30, 2015	$	98,440		$	167,668		$	12,756		$	59,676		$	412,614		$	-		$	751,154
Net book value
As at December31, 2014	$	-		$	45,321		$	2,065		$	34,057		$	255,260		$	414,526		$	751,229
As at September 30, 2015	$	16,837		$	17,897		$	2,760		$	18,292		$	181,884		$	414,526		$	652,196

During the nine month period ended September 30, 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 nine month period ended September 30, 2015 the Company disposed of property and equipment with a net book value of $20,360 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 42.22% equity investment in IG Copper, LLC (“IGC”). At September 30, 2015, the Company has paid an aggregate of US$7,892,345 towards its investment (December 31, 2014 - US$7,892,345). At September 30, 2015, the Company’s investment less its share of accumulated equity losses was $3,572,393 (December 31, 2014 - $4,072,737). The Company’s share of the net loss for the nine month period ended September 30, 2015 was $500,344 (2014 - $687,979).

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 September 30, 2015 the Company has advanced US$500,000 which is included in receivables.

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 (“Turkish Co”) with Chesser Resources Ltd; an Australian Stock Exchange listed Exploration Company. During the nine month period ended September 30, 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 nine month period ended September 30, 2015 was $Nil (2014 - $Nil).

Page 9

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Nine Month Period Ended September 30, 2015

7. INVESTMENTS IN ASSOCIATED COMPANIES (Continued)

As at September 30, 2015, associated companies’ aggregate assets, aggregate liabilities and net loss for the period are as follows:

September 30, 2015		IGC
Aggregate assets	$	7,161,847
Aggregate liabilities		(3,095,492	)
Income (loss) for the period		(1,185,088	)
The Company's ownership%		42.22%
The Company's share of  loss for the period		(500,344	)

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 ofloss for the period		-			(1,086,649	)

8. EXPLORATION AND EVALUATION ASSETS

Acquisition Costs

At September 30, 2015 and December 31, 2014, the Company has capitalized the following acquisition costs on its exploration and evaluation assets:

Region	Properties		September 30, 2015			December 31, 2014
Asia Pacific	Various	$	81,124		$	81,124
Haiti	Various		56,085			56,085
Sweden	Various		16,671			16,671
	Viadroyalties		421,084			421,084
Turkey	Alankoy		153,960			153,960
	Sisorta		114,126			-
	Trab		78,587			78,587
United States	SuperiorWest,Arizona		1,105,579			1,179,280
of America	Yerington,Nevada		393,095			393,095
Total		$	2,420,311		$	2,379,886

Changes during the Nine Months Ended September 30, 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. As part of the amendment, the Company received US$100,000 and extended the payment term from 18 months to 24 months to meet the remaining payment requirements. However, subsequent to September 30, 2015, Colakoglu advised that it was foregoing the exercise of its option and Eurasian regained 100% control of the project.

Page 10

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Nine Month Period Ended September 30, 2015

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Changes during the Nine Months Ended September 30, 2015 (continued)

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.

On May 4, 2015, the Company entered into 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”). Pursuant to the agreement, Kennecott can earn a 100% interest in the project by making 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. For the execution payment, US$50,000 ($52,500) was applied against the Superior West capitalized costs, and the balance of US$99,187 was a direct reimbursement to the Company for holding costs to maintain the property in good standing. Upon exercise of the option EMX will retain a 2% net smelter return (“NSR”) royalty on the properties. Kennecott has the right to buy down 1% of the NSR royalty from underlying claim holders by payment of US$4,000,000 to EMX.

On August 4, 2015, the Company entered into an exploration and option to purchase agreement, through its wholly owned subsidiary Bronco Creek Exploration, for the Aquila de Cobre project with Kennecott. 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$25,000 (received), and thereafter completing US$4,000,000 in exploration expenditures and paying annual option payments totaling US$100,000 on or before the third anniversary of the agreement, and a further US$100,000 upon exercise of the option. Upon exercise of the option EMX will retain a 2% NSR royalty on the properties. After exercise of the option, annual advanced minimum royalty (“AMR”) payments are due starting at US$50,000 and commencing on the first anniversary of the exercise of the option. The AMR payments will increase to US$100,000 upon completion of an Order of Magnitude Study ("OMS") or Preliminary Economic Assessment ("PEA") after which Kennecott may make a one-time payment of US$2,500,000 to extinguish the obligation to make future AMR payments. In addition, if not previously extinguished, total AMR payments after the OMS or PEA milestone payment are capped at US$2,500,000, and all AMR payments cease upon production from the properties. In addition, Kennecott will make milestone payments consisting of:

	a.	US$500,000 upon completion of an OMS or PEA;
	b.	US$500,000 upon completion of a Prefeasibility Study; and
	c.	US$1,000,000 upon completion of a Feasibility Study - this payment will be credited against future royalty payments.

Page 11

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EURASIAN MINERALS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian Dollars)

For the Nine Month Period Ended September 30, 2015

8. EXPLORATION AND EVALUATION ASSETS (Continued)

Exploration Expenditures

During the nine months ended September 30, 2015, the Company incurred the following exploration expenditures by projects, which were expensed as incurred:

					USA												Turkey									Asia Pacific
		Scandinavia			Kennecott			Desert Star																		New									Other*			Total
					Exploration			Resources			Other USA			Total			Akarca			Other			Total			Zealand			Other			Total
Administration Cost	$	59,435		$	87		$	725		$	97,434		$	98,246		$	9,615		$	31,408		$	41,023		$	4,468		$	2,196		$	6,664		$	51,508		$	256,876
Assays		5,239			549			140			19,037			19,726			19			2,734			2,753			-			-			-			1,115			28,833
Drilling/Trenching		10,304			-			-			-			-			-			-			-			-			-			-			-			10,304
Land and Legal		35,661			-			-			93,577			93,577			17,675			32,076			49,751			4,617			7,544			12,161			19,309			210,459
Logistics		24,172			8,385			2,309			65,110			75,804			8,789			20,686			29,475			499			3,816			4,315			21,747			155,513
Personnel		381,641			57,961			21,655			992,149			1,071,765			137,241			332,493			469,734			42,460			74,314			116,774			104,803			2,144,717
Property Cost		92,528			62,945			74,360			362,700			500,005			173,204			87,925			261,129			31,893			37,431			69,324			34,093			957,079
Professional Services		70,701			-			-			7,184			7,184			35,036			102,339			137,375			5,871			9,935			15,806			113,176			344,242
Share Based Payments		7,103			-			-			75,468			75,468			-			12,430			12,430			-			(1,793	)		(1,793	)		(20,810	)		72,398
Technical Studies		18,725			16,681			5,071			53,736			75,488			-			63,389			63,389			3,508			20,812			24,320			90,807			272,729
Travel		71,793			-			-			65,389			65,389			8,497			46,539			55,036			6,111			8,703			14,814			33,563			240,595
Total Expenditures		777,302			146,608			104,260			1,831,784			2,082,652			390,076			732,019			1,122,095			99,427			162,958			262,385			449,311			4,693,745
Recoveries		-			(164,134	)		(111,704	)		(92,100	)		(367,938	)		(266,338	)		-			(266,338	)		-			-			-			(31,300	)		(665,576	)
Operator fees		-			(16,954	)		(3,739	)		(9,311	)		(30,004	)		-			-			-			-			-			-			-			(30,004	)
Option Payments		-			(31,460	)		-			(31,460	)		(62,920	)		(125,840	)		(115,000	)		(240,840	)		-			-			-			-			(303,760	)
Other Property Income		(9,896	)		(5,134	)		-			(31,510	)		(36,644	)		-			(4,487	)		(4,487	)		(14,625	)		-			(14,625	)		-			(65,652	)
Total Recoveries		(9,896	)		(217,682	)		(115,443	)		(164,381	)		(497,506	)		(392,178	)		(119,487	)		(511,665	)		(14,625	)		-			(14,625	)		(31,300	)		(1,064,992	)
Net Expenditures	$	767,406		$	(71,074	)	$	(11,183	)	$	1,667,403		$	1,585,146		$	(2,102	)	$	612,532		$	610,430		$	84,802		$	162,958		$	247,760		$	418,011		$	3,628,753

* Significant components of “Other” total exploration expenditures for the nine months ended September 30, 2015 were Haiti - $255,552; Germany - $81,758; Austria - $67,045; Slovakia - $20,490; Russia - $18,778; and Georgia - $5,688.

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8. EXPLORATION AND EVALUATION ASSETS (Continued)

Exploration Expenditures (continued)

During the nine month period ended September 30, 2014, the Company incurred the following exploration expenditures by projects, which were expensed as incurred:

								USA												Turkey									Asia Pacific
		Sweden						Desert																											Other*			Total
					Vale			Star			Other USA			Total			Akarca			Other			Total			Neavesville			Other			Total
								Resources
Administration Cost	$	75,215		$	437		$	522		$	94,350		$	95,309		$	2,880		$	34,015		$	36,895		$	7,522		$	4,938		$	12,460		$	100,381		$	320,260
Assays		75			1,139			6,697			2,333			10,169			85			605			690			-			-			-			15,393			26,327
Drilling/Trenching		34,051			408,092			-			322,675			730,767			-			6,224			6,224			79,321			-			79,321			-			850,363
Land & Legal		36,317			-			-			75,246			75,246			14,808			22,094			36,902			16,616			7,901			24,517			24,327			197,308
Logistics		36,657			351,364			14,300			75,181			440,845			12,411			56,836			69,247			18,192			39,111			57,303			16,697			620,749
Personnel		491,424			81,737			79,517			793,514			954,768			194,550			357,424			551,973			167,114			86,979			254,093			103,253			2,355,510
Property Cost		75,733			164			126,310			510,598			637,072			152,550			23,489			176,039			35,860			13,060			48,920			39,863			977,627
Professional Services		82,178			-			-			9,460			9,460			17,897			58,708			76,605			79,927			25,183			105,110			78,131			351,484
Share Based Payments		32,522			-			-			109,050			109,050			-			6,973			6,973			-			15,956			15,956			34,726			199,227
Technical Studies		51,207			8,577			20,450			6,351			35,378			111			19,466			19,577			17,030			6,435			23,465			216,868			346,495
Travel		72,989			-			-			43,841			43,841			7,547			16,964			24,511			30,347			15,712			46,059			34,103			221,503
Total Expenditures		988,368			851,510			247,796			2,042,598			3,141,904			402,838			602,797			1,005,636			451,928			215,275			667,203			663,742			6,466,853
Recoveries		-			(911,404	)		(276,050	)		(566,954	)		(1,754,408	)		(349,037	)		-			(349,037	)		-			-			-			-			(2,103,445	)
Operator fees		-			(72,027	)		(27,757	)		(54,022	)		(153,806	)		-			-			-			-			-			-			-			(153,806	)
Option Payments		-			-			-			-			-			-			(109,350	)		(109,350	)		-			-			-			-			(109,350	)
Other Property Income		(203,695	)		(9,145	)		(1,268	)		(54,708	)		(65,121	)		-			(29,341	)		(29,341	)		(27,664	)		-			(27,664	)		-			(325,821	)
Total Recoveries		(203,695	)		(992,576	)		(305,075	)		(675,684	)		(1,973,335	)		(349,037	)		(138,691	)		(487,728	)		(27,664	)		-			(27,664	)		-			(2,692,422	)
Net Expenditures	$	784,673		$	(141,066	)	$	(57,279	)	$	1,366,914		$	1,168,569		$	53,801		$	464,106		$	517,908		$	424,264		$	215,275		$	639,539		$	663,742		$	3,774,431

* Significant components of “Other” total exploration expenditures for the nine month period ended September 30, 2014 were Austria - $261,191; Haiti - $177,602; Georgia -135,833; Brazil - $55,955; Slovakia - $25,120; and Other - $8,041.

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9. ROYALTY INTEREST

Changes in royalty interest for the nine month period ended September 30, 2015:

Balance, December 31, 2014	$	29,327,960
Adjusted for:
Depletion		(1,200,675	)
Cumulative translation adjustments		4,385,552
Balance, September 30, 2015	$	32,512,837

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 nine month period ended September 30, 2015, $1,145,021 (2014 - $1,780,472) 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 nine months ended September 30, 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 nine month period ended September 30, 2015 related to the Carlin Trend Royalty Claim Block and related assets that make up the same cash-generating unit (“CGU”).

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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.

		September 30, 2015			December 31, 2014
Australia-various properties	$	75,184		$	75,864
Sweden-various properties		8,043			7,984
Turkey-various properties		294,965			273,097
U.S.A-various properties		432,360			466,502
Total	$	810,552		$	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 nine month period ended September 30, 2015:

Balance, December 31, 2014	$	8,217,542
Adjusted for:		.
Impairment charge		(1,180,574	)
Cumulative translation adjustment		1,182,055
Balance, September 30, 2015	$	8,219,023

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 9). The impairment loss is the amount by which the CGU’s carrying amount exceeds its recoverable amount. Goodwill has been written down in conjunction with the decline of $1,180,574 (2014 - $Nil) of the related deferred income tax liability.

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:

		September 30, 2015			December 31, 2014
U.S.A.	$	163,960		$	429,175
Total	$	163,960		$	429,175

13. CAPITAL STOCK

Authorized

As at September 30, 2015, the authorized share capital of the Company was an unlimited number of common and preferred shares without par value.

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13. CAPITAL STOCK (Continued)

Common Shares

During the nine month period ended September 30, 2015, the Company issued 163,000 (2014 - 211,000) shares valued at $233,950 (2014 – 295,550) 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 nine month period ended September 30, 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
Granted		1,341,500			0.66
Cancelled and expired unexercised		(1,218,700	)		2.11
Balance as a tSeptember 30, 2015		5,616,000			1.70
Number of options exercisable as at September 30, 2015		5,581,000		$	1.70

The following table summarizes information about the stock options which were outstanding and exercisable at September 30, 2015:

Date Granted		Number of Options			Exercisable			Exercise Price $			Expiry Date
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			Augus t3, 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		50,000			50,000			1.96			July 5, 2017
August 22, 2012		921,500			921,500			1.94			August 22, 2017
October 16, 2012		67,000			67,000			2.44			October 16, 2017
April 25, 2014		1,443,000			1,443,000			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
June 8, 2015		1,341,500			1,306,500			0.66			June 8, 2020
Total		5,616,000			5,581,000

*ExpiredunexercisedsubsequenttoSeptember30,2015

The weighted average remaining useful life of stock options is 2.65 years.

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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 nine month period ended September 30, 2015, the Company recorded aggregate share-based payments of $512,562 (2014 - $1,158,898) 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
Nine months ended September 30, 2015		Expenses			Expenditures			Total
Commitment to issue shares	$	86,503		$	(34,144	)	$	52,359
Fair value of stock options granted		353,661			106,542			460,203
	$	440,164		$	72,398		$	512,562

		General and
		Administrative			Exploration
Nine months ended September 30, 2014		Expenses			Expenditures			Total
Commitment to issue bonus shares	$	298,833		$	24,741		$	323,574
Fai rvalue of stock options granted		660,838			174,486			835,324
	$	959,671		$	199,227		$	1,158,898

The weighted average fair value of the stock options granted during the nine month period ended September 30, 2015 was $0.36 per stock option (2014 - $0.54 per stock option). The fair value of stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:

		Nine months ended			Nine months ended
		September 30, 2015			September 30, 2014
Risk free interestrate		1.02%			1.47%
Expected life (years)		5			5
Expected volatility		62.33%			51.75%
Dividend yield		-			-

Warrants

During the nine month period ended September 30, 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 September 30, 2015		7,255,900		$	5.50

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13. CAPITAL STOCK (Continued)

Warrants (continued)

As at September 30, 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

*ExpiredunexercisedsubsequenttoSeptember30,2015

14. RELATED PARTY TRANSACTIONS

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

					Share-based
For the nine months ended September 30, 2015		Salary or Fees			Payments			Total
Management	$	865,969		$	108,637		$	974,606
Outside directors*		120,103			79,898			200,001
Seabord Services Corp.		314,100			-			314,100
Total	$	1,300,172		$	188,535		$	1,488,707

					Share-based
For the nine months ended September 30, 2014		Salary or Fees			Payments			Total
Management	$	659,531		$	99,015		$	758,546
Outside directors*		127,381			7,370			134,751
Seabord Services Corp.		209,400			-			209,400
Total	$	996,312		$	106,385		$	1,102,697

* 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.

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 nine month period ended September 30, 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 $8,314 (December 31, 2014 - $8,064) owed to key management personnel and $29,804 (December 31, 2014 - $29,612) to other related parties.

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15. SEGMENTED INFORMATION

The Company operates within the resource industry. At September 30, 2015 and December 31, 2014, the Company had equipment and exploration and evaluation assets located geographically as follows:

EXPLORATION AND EVALUATION ASSETS		September 30, 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		1,498,674			1,572,375
Total	$	2,420,311		$	2,379,886

PROPERTY AND EQUIPMENT		September 30, 2015			December 31, 2014
Asia Pacific	$	10,275		$	12,694
Canada		-			1,630
Georgia		-			6,490
Haiti		26,301			9,040
Sweden		7,734			11,502
Turkey		8,280			24,723
U.S.A		599,606			685,150
Total	$	652,196		$	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 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 September 30, 2015, the Company had working capital of $2,375,981 (December 31, 2014 - $7,096,916). The management of the Company believes that the capital resources of the Company as at September 30, 2015 are sufficient for its present needs for at least the next twelve months (Note 18). The Company is not subject to externally imposed capital requirements. 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.

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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 September 30, 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	$	807,384		$	-		$	-		$	807,384
Restricted cash		290,976			-			-			290,976
Fair value through profit or loss investments		558,810			-			-			558,810
Strategic Investments		281,905			-			-			281,905
Total	$	1,939,075		$	-		$	-		$	1,939,075

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’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, recovery of exploration evaluation costs, and convertible promissory notes (Note 7).

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 interest rates on promissory notes is fixed and 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 September 30, 2015 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders’ equity by approximately $84,000.

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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 US dollars 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 September 30, 2015 is as follows:

Accounts		US dollars
Cash and cash equivalents	$	570,817
Receivables		1,054,218
Accounts payable and accrued liabilities		(222,601	)
Advances from joint venture partners		(122,276	)
Net exposure		1,280,158
Canadian dollar equivalent	$	1,716,564

The balances noted above reflect the US dollar 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 September 30, 2015, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $172,000 in the Company’s pre-tax profit or loss.

17. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

		September 30, 2015			December 31, 2014
Cash	$	555,703		$	3,311,196
Short-term deposits		251,681			3,139,112
Total	$	807,384		$	6,450,308

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

The significant non-cash investing and financing transactions during the nine month period ended September 30, 2015 included:

	a.	Recorded a loss through accumulated other comprehensive income of $17,619 related to the fair value adjustments on available-for-sale (“AFS”) financial instruments;
	b.	Issuance of 163,000 bonus shares valued at $233,950 applied to commitment to issue shares; and
	c.	Adjusted non-current assets and liabilities for $4,630,169 related to cumulative translation adjustments (“CTA”), of which $4,385,552, relates to CTA gain on royalty interest, $1,182,055 relates to CTA gain on goodwill, $1,182,055 relates to a CTA loss on deferred tax liability and $244,617 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 nine month period ended September 30, 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 $153,810 related to the fair value adjustments on AFS financial instruments;
	c.	Issuance of 211,000 bonus shares valued at $295,550 applied to commitment to issue shares;
	d.	Reclassification of $324,330 of restricted cash to cash and cash equivalents for joint venture partner advances expensed in the period; and
	e.	Adjusted non-current assets and liabilities for $1,199,870 related to CTA, of which $1,485,623 relates to CTA gain on royalty interest, $415,852 relates to CTA gain on goodwill, $482,604 relates to a CTA loss on deferred tax liability and $219,001 relates to CTA loss in the net assets of a subsidiary with a functional currency different from the presentation currency.

18. EVENT AFTER THE REPORTING DATE

Subsequent to September 30, 2015, the Company sold some of its interests in Haiti to joint venture partner Newmont Ventures Limited, a wholly owned subsidiary of Newmont Mining Corporation for a US$4,000,000 cash payment and a retained 0.5% NSR royalty interest.

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EURASIAN MINERALS INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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 November 12, 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 nine months ended September 30, 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.

COMPANY OVERVIEW

Eurasian is a Tier 1 company that trades on the TSX Venture Exchange and NYSE MKT and is principally in the business of exploring for, and generating royalties from mineral properties. Under the royalty and prospect generation business model, EMX acquires and advances early-stage mineral exploration projects and then forms partnerships with other parties for a retained royalty interest, as well as annual advance 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 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.

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EMX 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. 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 of support for the Company’s growth over the long term.

Strategic investments are an important complement to the Company’s royalty and prospect generation initiatives. These investments are made in 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.

EMX's portfolio of precious metal, base metal, polymetallic, and geothermal property and royalty interests 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 progress. Eurasian supplements mineral property revenue streams with strategic investments in other companies or projects that could potentially provide shareholders with additional upside.

HIGHLIGHTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015, AND SUBSEQUENTLY

• The Company sold its interests in Haiti to joint venture partner Newmont Ventures Limited (“Newmont Ventures”), a wholly owned subsidiary of Newmont, for a US$4,000,000 (CAD$5,300,000) cash payment and a retained 0.5% net smelter return (“NSR”) royalty interest.

• The Company received approximately US$281,000 in revenue from the Carlin Trend Royalty Claim Block (“Leeville") that covers portions of Newmont Mining Corporation's (“Newmont”, NYSE:NEM) underground operations on the Northern Carlin Trend in Nevada.

• The Company announced regaining 100% control of the Akarca gold-silver project in Turkey after Çolakoglu Ticari Yatirim A.S. ("Çolakoglu"), a privately owned Turkish company, advised it was foregoing the exercise of its option to acquire EMX’s 100% owned subsidiary, AES Madencilik A.S. ("AES Turkey"), a Turkish corporation that controls the property (see EMX news release dated October 30, 2015). Çolakoglu made cash payments of US$350,000 to EMX and advanced the project with substantial exploration and drilling programs.

• EMX announced the execution of an Exploration and Option to Purchase Agreement with Kennecott Exploration Company (“Kennecott”) for the Aguila de Cobre copper project in Arizona (see EMX news release dated August 4, 2015). Kennecott may earn a 100% interest in the project by completing US$4,000,000 in exploration expenditures and making cash payments totaling US$200,000 over a four year period, after which EMX will retain a 2% NSR in addition to annual Advanced Minimum Royalty and certain project milestone payments. The project was acquired last year through the staking of open ground after the recognition of outcropping porphyry-related alteration and copper mineralization and review of historic drill data.

• EMX is a strategic investor in IG Copper LLC (“IGC”), a privately held company that is in a joint venture with Freeport - McMoran Exploration Corporation (“Freeport”) the Malmyzh copper-gold porphyry discovery in Far East Russia (51% IGC, 49% Freeport). Eurasian SEDAR filed the "NI 43-101 Technical Report on the Initial Mineral Resource Estimate for the Malmyzh Copper-Gold Project, Khabarovsk Krai, Russian Federation " with an effective date of May 1, 2015 and dated July 10, 2015 as announced in a July 13th Company news release. The Malmyzh inferred resources at a 0.30% copper equivalent cut-off are 1,661 million tonnes at average grades of 0.34% copper and 0.17 g/t gold, or 0.42% copper- equivalent, containing 5.65 million tonnes (12.45 billion pounds) copper and 9.11 million ounces gold, or 7.06 million tonnes (15.56 billion pounds) copper-equivalent*.

• IGC advised it had signed a Financial Advisory Agreement with the Russian Federation's Far East Development Fund and that the Malmyzh Joint Venture was named "Explorer of the Year" at the recent MINEX Forum in Moscow (see EMX news release dated November 4, 2015).

* Wardell Armstrong International (“WAI”) provided a statement of inferred resources effective as of May 1, 2015 for the Malmyzh project under NI 43-101 and CIM definition standards. WAI's Managing Director, Phil Newall, PhD, BSc, CEng, FIMMM, was the qualified person for the Malmyzh resource estimate and technical report. Copper equivalent was calculated as Cu% + (Au g/t * 0.5), and assumed prices of $3.25/lb Cu and $1400/oz Au, with recoveries of 90% for Cu and 70% for Au. See EMX's May 26, 2015 news release and SEDAR filed technical report for more information on the CuEq calculation, exploration results, QA/QC procedures, and methodology used to estimate the Malmyzh inferred resources.

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OUTLOOK

As the year 2015 progresses, Eurasian continues to take steps to increase revenue, streamline operations, reduce expenditures, and identify new early-stage opportunities to further build portfolio value. The Company is expecting that production from the Leeville royalty may begin to increase in the fourth quarter 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 and cash payments from existing agreements as projects are advanced by partners, as well as from anticipated new agreements.

Despite the challenging market conditions, EMX is encouraged by active discussions with a variety of groups for new partnerships to advance the portfolio while reducing the overall burn rate. The agreement with Newmont for the Haiti designated exploration areas was a particularly important and timely transaction that will help self-fund EMX's ongoing programs and minimize shareholder dilution, while retaining upside exposure via a retained royalty interest. Another recent success is the option agreement with Kennecott for the Aguila de Cobre copper project. On the other side of the ledger, Eurasian reduced holding costs by dropping low priority properties in the western U.S. and Sweden. As well, the closing of the Ankara office further streamlines operations and reduces expenditures, with the Company's interests in Turkey now represented by DAMA Muhendislik Proje ve Maden San.Tic. A.S (“Dama”).

The Company is enthusiastic on the prospects for advancement of the Malmyzh porphyry copper-gold discovery. The Russian Federation's support for development of the Far East region in general, and the Malmyzh project in specific, is especially encouraging.

EMX is working to build an income stream that offsets all of its exploration expenditures. New income streams will be applied to additional generative work, project acquisitions, royalty purchases and strategic investments. 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$281,000 thousand during the three months ending September 30, 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 2014 10K and 2014-2015 10-Q filings). 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, Haiti, Australia, Slovakia, and Peru. The Balya lead-zinc-silver royalty property in Turkey is undergoing underground development in a program that commenced earlier in 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 in the first quarter of 2015. The Viscaria iron-copper royalty is being advanced by Avalon Minerals Ltd. with drilling and ongoing development studies.

In addition, all of EMX's partnered exploration properties include a royalty option. Many of these partnered properties provide Advanced Minimum Royalty ("AMR") or Advanced 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 mineral property interests in Turkey’s Western Anatolia and Eastern Pontides mineral belts. These properties include bulk tonnage gold, gold-silver vein, and porphyry gold-copper targets. Four of the seven EMX projects in Turkey are being advanced by partner companies, with two royalty properties (Balya and Aktutan) and two properties optioned for a retained royalty interest (Golcuk and Trab 23). The remaining three properties, the Akarca epithermal gold-silver project, Sisorta epithermal gold project, and Alankoy high-sulfidation/porphyry project are 100% controlled by Eurasian and currently available for sale or partnership.

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As a component of EMX's worldwide streamlining of operations and cost reductions, Eurasian's Ankara exploration office has been closed. To manage its interests in Turkey on an ongoing basis, the Company engaged the services of Dama. Dama is an internationally recognized engineering company based in Ankara, which serves the mining industry and is led by General Manager Sabri Karahan. Mr. Karahan is a mining engineer with 40 years of experience in mine development and a specialization in EPCM (Engineering, Procurement, and Construction Management). Dama Engineering, under Mr. Karahan's direction, will manage EMX’s mineral licenses, exploration programs, and administrative functions in Turkey.

Akarca Property

The Akarca Property is a Eurasian discovery in Turkey’s Western Anatolia region. The Akarca project currently has six drill defined zones of epithermal gold-silver oxide mineralization. EMX regained 100% control of Akarca after Çolakoglu Ticari Yatirim A.S. ("Çolakoglu"), a privately owned Turkish company, advised EMX that it decided to forego exercising its option to acquire the project (see EMX news release dated October 30, 2015). Çolakoglu made cash payments of US $350,000 to EMX while advancing the property through substantial exploration and drilling programs, as well as metallurgical and environmental studies. Exploration completed to date includes 245 core and reverse circulation holes totaling about 26,400 meters of drilling and property-wide geologic mapping, geochemical sampling, and geophysical surveys conducted primarily through partner-funded programs and totaling over US $13 million. The Akarca project is available for partnership, and EMX is engaging in discussions with a number of interested parties.

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. (“Dedeman” in 2006 (see EMX news release dated November 14, 2006). EMX understands that Dedeman is continuing their underground development work at the Hastanetepe zone and has completed over 2000 meters of drilling during 2015 (assays pending from Dedeman).

Alankoy Property

Field work conducted by EMX geologists during the quarter identified new skarn, carbonate replacement style, and breccia pipe hosted exploration targets within the Alankoy license area. These new target concepts complement previously identified high sulfidation epithermal gold and porphyry copper targets. The Company is actively pursuing partnership opportunities for Alankoy.

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 is comprised of 27 properties and includes porphyry copper-molybdenum, porphyry copper-gold, bulk tonnage gold, and gold-silver vein projects in Arizona, Nevada, Utah, Wyoming, and Oregon. The portfolio is advanced through Eurasian’s wholly-owned subsidiary Bronco Creek Exploration (“BCE”), with ten of the properties under partnership with third parties. Four of the partnered properties are EMX royalty properties, including the Northern Carlin Trend's Leeville royalty (see Leeville and Royalty Property Overview section). The remaining projects are available for partnership.

The Company’s Q3 work focused on generative exploration, business development, and permitting activities on partner funded projects:

• EMX announced the execution of an Exploration and Option to Purchase Agreement with Kennecott Exploration Company for the Aguila de Cobre copper project in Arizona (see EMX news release dated August 4, 2015). Kennecott may earn a 100% interest in the project by completing US $4 million in exploration expenditures and making cash payments totaling US $200,000 over a four year period, after which EMX will retain a 2% NSR in addition to annual AMR and certain project milestone payments. This is the second agreement with Kennecott this year, and complements the earlier Superior West agreement announced in Q2 (see EMX news release dated May 4, 2015).

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• Savant Explorations Ltd. (“Savant”) advised EMX that they were terminating the option agreement for the Buckhorn Creek copper-molybdenum project in southern Arizona. Savant advanced the project by funding geologic mapping and geophysical surveys, as well as completing access agreements and permitting for proposed drill sites. Buckhorn Creek is now available for partnership.
  
  
• Permitting work continued for initial drill programs on the Copper King and Red Top properties in Arizona that are under option with Desert Star Resources Ltd. Permitting also began on the Superior West property, also in Arizona, under option to Kennecott Exploration for an initial drill program as well as a property-wide magnetotelluric (“MT”) geophysical survey. Permits for the geophysical survey were approved and is scheduled to begin, along with geologic mapping and sampling in Q4. The Company has noted that permitting timelines for these properties have increased over the last year, largely due to personnel turnover and understaffing in the local US Forest Service office.
  
  
• EMX's generative programs continued on gold opportunities in the Great Basin, porphyry copper targets in Arizona, and sediment-hosted copper targets in Utah and elsewhere. Additional claims were staked at the Golden Sunrise gold project in north-eastern Nevada, and new land acquisitions on open ground were assessed after the September 1st federal filing deadline.
  
  
• Eurasian continued in discussions with potential partners interested in available copper and gold projects in the portfolio.

EMX remains encouraged by the committed funding to advance the partnered projects, third party interest in the available copper and gold properties, and new opportunities identified by the generative exploration initiatives.

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

Scandinavia is a highly favorable jurisdiction for mineral exploration and development, and Eurasian has assembled a portfolio of 100% controlled projects in Sweden and Norway that are available for partnership. In addition to the properties in Sweden and Norway, EMX has a portfolio of royalty interests in Serbia.

Scandinavia

The Company has continued to reduce expenditures in Scandinavia while examining ways to add value while pursuing strategic partnerships. EMX also 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, where continued exploration drilling at the D zone intersected "high-grade" copper mineralization and expanded the mineralized zone (see Avalon news releases dated July 2nd, July 15th, September 2nd, and September 21st, 2015).

Royalty Properties in Serbia

EMX's royalty portfolio in Serbia initially resulted from prospect generation and organic royalty growth via the 2006 sale of its properties, including Brestovac West, to Reservoir Minerals Inc. ("Reservoir") for uncapped NSR royalties 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), which along with Brestovac West are included in the Timok Project joint venture between Reservoir (45%) and Freeport McMoRan Exploration Corp. (55%). Brestovac hosts the Cukaru Peki discovery, 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 further "high-grade" copper-gold drill intercepts during the quarter, including 179 meters (556-735 m) averaging 10.75% copper and 10.86 g/t gold from ongoing exploration at Cukaru Peki during Q3 (estimated true thickness 84 m; see Reservoir news release dated July 27, 2015).

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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. The Koonenberry gold project in New South Wales, Australia is being advanced by partner companies under favorable royalty agreements with EMX. The Sisters copper-cobalt property, also in New South Wales, was relinquished during Q3. In New Zealand, the Neavesville gold-silver 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., the wholly-owned EMX subsidiary that controls the Neavesville property (see EMX news release dated November 13, 2014).

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. 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., the wholly owned EMX subsidiary that controls the Neavesville property (see EMX news release dated November 13, 2014).

Assay results from an L&M funded drill program totaling three holes for 817.2 meters were received during Q3. The three angle holes (AJDDH03-AJDDH05) were drilled beneath the historic Ajax underground mine, and are interpreted to have intersected the projected structure at 60-100 meters down-dip from the lowest level (level 3) of the workings. The holes intersected propylitic and intense argillic alteration zones in hydraulically brecciated andesite, and included distinct zones of intense clay alteration and fault gouge material that contained silica cementation and quartz veining. The intercepts included 0.8 m @ 1.56 g/t Au and 40.5 g/t Ag from 150.2 -151 m in AJDDH03, 1 m @ 3.44 g/t Au and 661 g/t Ag from 130-131 m in AJDDH04, and 0.5 m @ 0.82 g/t Au and 454 g/t Ag from 174-174.5 m in AJDDH05. True widths are unknown. The Neavesville drill samples were collected in accordance with industry best practice standards and guidelines. As standard procedure, QA/QC analysis was carried out on all assay results. The samples were submitted to SGS New Zealand Limited (ISO:17025:2005) Waihi/Westport for sample preparation and analysis. Gold was analyzed by fire assay with an AAS finish, and silver underwent aqua regia digestion and analysis with ICP/MS techniques.

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 Australia and New Zealand.

HAITI

Subsequent to the end of Q3, EMX announced the sale of its Haiti Joint Venture interests to partner Newmont Ventures Limited, a wholly owned subsidiary of Newmont (see EMX news release dated November 2, 2015. The now terminated EMX-Newmont joint ventures (the “Joint Ventures”) covered six designated exploration areas along a 130 kilometer trend of northern Haiti's Massif du Nord mineral belt. Pursuant to this sale, Newmont acquired all of EMX's interest in the designated exploration areas on the following terms:

• Newmont paid US $4 million (CAD $5.3 million) in cash to EMX at closing;
• The Joint Ventures were terminated;
• EMX retains a 0.5% NSR royalty on the 49 Research Permit applications covering the designated exploration areas;
• EMX retains the right to acquire any properties proposed to be abandoned or surrendered by Newmont.

Since 2013, activities in the designated exploration areas have been limited to care and maintenance only.

EMX's 100% controlled Grand Bois gold-copper project, which was outside the now terminated Joint Ventures with Newmont, remains on care and maintenance status while the Haitian Government continues working on a new Mining Law that will be more consistent with current international standards.

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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 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 42.2% of the issued and outstanding shares (38.4% 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. The Malmyzh inferred resources at a 0.30% copper equivalent cut-off are 1,661 million tonnes at average grades of 0.34% copper and 0.17 g/t gold, or 0.42% copper-equivalent, containing 5.65 million tonnes (12.45 billion pounds) copper and 9.11 million ounces gold, or 7.06 million tonnes (15.56 billion pounds) copper-equivalent*. During Q3, Eurasian SEDAR filed the report titled "NI 43-101 Technical Report on the Initial Mineral Resource Estimate for the Malmyzh Copper-Gold Project, Khabarovsk Krai, Russian Federation " with an effective date of May 1, 2015 and dated July 10, 2015.

Subsequent to the end of Q3, IGC advised it had signed a Financial Advisory Agreement with the Russian Federation's Far East Development Fund and that the Malmyzh Joint Venture was named "Explorer of the Year" at the recent MINEX Forum in Moscow (see EMX news release dated November 4, 2015).

* Wardell Armstrong International (“WAI”) provided a statement of inferred resources effective as of May 1, 2015 for the Malmyzh project under NI 43-101 Standards of Disclosure for Mineral Projects and CIM definition standards. WAI's Managing Director, Phil Newall, PhD, BSc, CEng, FIMMM, was the qualified person for the Malmyzh resource estimate and technical report. Copper equivalent was calculated as Cu% + (Au g/t * 0.5), and assumed prices of $3.25/lb Cu and $1400/oz Au, with recoveries of 90% for Cu and 70% for Au. See EMX's May 26, 2015 news release and SEDAR filed technical report for more information on the CuEq calculation, exploration results, QA/QC procedures, and methodology used to estimate the Malmyzh inferred resources.

Revelo Resources 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 350,000 hectares of 100% owned exploration tenements. In Q3, Revelo executed an agreement for the acquisition of four early stage exploration properties in northern Chile from Altius Minerals Corporation’s 49% owned Chilean subsidiary BLC SpA and completed a private placement for $750,000 (see Revelo news releases dated July 6, 2015). As well, Revelo announced that BHP Chile Inc. elected to return all of the exploration concessions related to the Block 2 copper project in Northern Chile (see Revelo news release dated August 31, 2015).

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.

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RESULTS OF OPERATIONS

Three months ended September 30, 2015

The net loss for the three months ended September 30, 2015 (“Q3-2015”) was $2,049,392 compared to $1,345,463 for the prior year’s comparative quarter (“Q3-2014”). The loss for Q3-2015 was made up of net exploration expenditures of $1,233,183 (Q3-2014 - $1,320,307), general and administrative expenditures of $641,992 (Q3-2014 - $989,751) and other losses totaling $544,160 (Q3-2014 – income of $145,841) offset by net royalty loss of $56,502 (Q3-2014 – income $220,715) after depletion and related tax. Some of the significant changes between the three month periods were:

• Royalty income for Q3-2015 was $188,638 less than Q3-2014. In Q3-2015 royalty income was earned for 254 ounces of gold compared to 387 ounces in Q3-2014. In Q3-2015 the average realized gold price was US$1,124 per ounce compared to US$1,287 for Q3-2014.
• Share based payments in Q3-2015 was a recovery of $3,949 compared to an expense of $80,984 in Q3- 2014. This was the result of the reversal of prior period accrued expense on incentive stock grants that will not be issued.
• The Company had a writedown of goodwill of $426,445 in Q3-2015 and none in Q3-2014 as the carrying amount of the cash generating unit exceeded the fair value of the royalty interest.
• Investor relations, salaries and consultants, and travel expenditures decreased from $122,189 to $53,866, $306,147 to $179,480, and $68,241 to $12,403 when comparing Q3-2015 to Q3-2014 respectively as a result of the Company’s continued efforts to reduce general and administrative expenditures, while focusing efforts on exploration and evaluation related activities.

Nine months ended September 30, 2015

The net loss for the nine months ended September 30, 2015 (“current period”) was $7,189,804 compared to $6,307,675 for the prior year’s comparative period (“prior period”). The loss for the current period was made up of net exploration expenditures of $3,628,753 (2014 - $3,774,431), general and administrative expenditures of $2,701,032 (2014 - $3,488,474) and other losses totaling $1,927,688 (2014 - $528,534) offset by a net royalty loss of $112,905 (2014 – income of $674,505) after depletion and related tax. Some items to note are:

• In the current period, royalty income was earned for 779 (2014 – 1,265) ounces of gold totaling $1,145,021 (2014 - $1,780,472) offset by gold tax and depletion of $1,257,926 (2014 - $1,105,967). 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 offset by foreign exchange gains due to the strengthening US dollar. In the nine month period the average realized gold price was US$1,179 per ounce compared to US$1,284 for 2014.
• General and administrative expenses were lower by $347,759, the majority of which related to lower share-based payments expense (nine month period $440,164 compared to $959,671). Other significant changes in general and administration expenses as discussed above for the three month period include the reduction of investor relations, salaries and consultants, and travel expenditures decreased from $265,745 to $183,837, $971,966 to $810,740, and $137,274 to $52,803 when comparing current versus prior periods respectively.
• Other expenses in the current period of $199,025 relate to costs of reducing staff as the Company streamlines its operations.
• Administrative and office expenses of $679,857 in the current period were comparable to the prior period of $691,336. 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.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s working capital position at September 30, 2015 was $2,375,981 (December 31, 2014 - $7,096,916). With the recent sale of its Haiti assets to Newmont for US$4,000,000, the Company has sufficient funds to carry out its current plans for the year and the budgets associated with those plans. Beyond its current plans, the Company may need to obtain additional cash. 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 $5,379,039 for the nine months ended September 30, 2015 (2014 - $4,279,661) 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 nine months ended September 30, 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.
	-	Paid $78,039 from option payments and sale of exploration permits or licenses.
	-	Recognition of $52,063 as the value of the conversion feature of convertible debt held from an investment in an associated company (see Note 7 to the condensed consolidated interim financial statements for the nine months ended September 30, 2015).

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

QUARTERLY INFORMATION

Fiscal quarter ended		September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014
Royalty income		369,453			412,577		$	362,991		$	466,862
Exploration expenditures		1,565,437			1,402,895			1,725,413			1,116,641
Exploration recoveries		(332,254	)		(321,614	)		(411,124	)		(185,924	)
Share-based payments		(3,949	)		398,319			45,794			70,740
Net loss for the period		(2,049,392	)		(2,480,397	)		(2,660,015	)		(11,140,366	)
Basic and diluted net loss per share		(0.03	)		(0.03	)		(0.04	)		(0.15	)
Fiscalquarterended		September 30, 2014			June 30, 2014			March 31, 2014			December 31, 2013
Royalty income	$	558,091		$	567,663		$	654,718		$	985,498
Exploration expenditures		1,723,584			2,566,990			1,663,425			1,508,983
Exploration recoveries		(609,039	)		(1,651,157	)		(432,226	)		(545,899	)
Share-based payments		80,984			826,935			51,752			54,539
Net loss for the period		(1,345,463	)		(2,794,687	)		(2,167,525	)		(2,140,328	)
Basic and diluted net loss pers hare		(0.02	)		(0.04	)		(0.03	)		(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 nine months ended September 30, 2015		Salary or Fees			Payments			Total
President, CEO and Director	$	378,798		$	53,265		$	432,063
COO and Director(1)		299,060			-			299,060
CFO		-			19,530			19,530
Corporate Secretary		-			8,522			8,522
Chief Legal Officer		188,111			27,320			215,431
Directors(2)		120,103			79,898			200,001
Seabord Services Corp. (3)		314,100			-			314,100
Total	$	1,300,172		$	188,535		$	1,488,707

⁽¹⁾COO and Director Salary or Fees includes $247,660 in severance payments.

					Share-based
For the nine months ended September 30, 2014		Salary or F ees			Payments			Total
President, CEO and Director	$	328,609		$	39,313		$	367,922
COO and Director		164,304			15,144			179,448
CFO		-			9,087			9,087
Corporate Secretary		-			3,635			3,635
Chief Legal Officer		166,618			31,836			198,454
Directors(1)		127,381			7,370			134,751
Seabord Services Corp. (3)		209,400			-			209,400
Total	$	996,312		$	106,385		$	1,102,697

⁽²⁾ Directors fees include US$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.

Related Party Assets and Liabilities	Service or T erm		30-Sep-15			31-Dec-14
Amounts due from (to):
President, CEO and Director	Expense Reimbursement	$	8,314		$	7,713
COO and Director	Expense Reimbursement		-			186
Chief Legal Officer	Expense Reimbursement		-			165
Directors	Fees		29,084			29,612
		$	37,398		$	37,676

⁽²⁾ Directors fees include US$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.
⁽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.

NEW ACCOUNTING PRONOUNCEMENTS

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.

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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. In February 2014, the IASB tentatively determined that the revised effective date for IFRS 9 would be January 1, 2018. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

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 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 September 30, 2015, the Company had working capital of $2,375,981 (December 31, 2014 - $7,096,916). The management of the Company believes that the capital resources of the Company as at the date of this MD&A are sufficient for its present needs for at least the next twelve months. The Company is not subject to externally imposed capital requirements. 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.

• 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 September 30, 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	$	807,384		$	-		$	-		$	807,384
Restricted cash		290,976			-			-			290,976
Fairv alue through profit or loss investments		558,810			-			-			558,810
Strategic Investments		281,905			-			-			281,905
Total	$	1,939,075		$	-		$	-		$	1,939,075

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.

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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, recovery of exploration evaluation costs, and convertible promissory notes.

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 interest rates on promissory notes is fixed and 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 September 30, 2015 portfolio values, a 10% increase or decrease in effective market values would increase or decrease net shareholders’ equity by approximately $84,000.

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 US dollar 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 September 30, 2015 is as follows:

Accounts		US dollars
Cash and cash equivalents	$	570,817
Receivables		1,054,218
Accounts payable and accrued liabilities		(222,601	)
Advances from joint venture partners		(122,276	)
Net exposure		1,280,158
Canadian dollar equivalent	$	1,716,564

The balances noted above reflect the US dollar 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 September 30, 2015, and assuming that all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase/decrease of approximately $172,000 in the Company’s pre-tax profit or loss.

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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.

       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.

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      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. 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.

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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 nongovernmental 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.

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.

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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.

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.

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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.

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 September 30, 2015 and believes its disclosure controls and procedures are effective.

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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 nine months ended September 30, 2015, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

EVENT AFTER THE REPORTING DATE

Subsequent to September 30, 2015, the Company sold some of its interests in Haiti to joint venture partner Newmont Ventures Limited, a wholly owned subsidiary of Newmont Mining Corporation for a US$4,000,000 cash payment and a retained 0.5% NSR royalty interest.

OUTSTANDING SHARE DATA

At November 12, 2015, the Company had 73,534,710 common shares issued and outstanding. There were also 5,438,500 stock options outstanding with expiry dates ranging from February 1, 2016 to June 8, 2020.

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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 September 30, 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 September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 13, 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 September 30, 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 September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 13, 2015

”Christina Cepeliauskas”

Christina Cepeliauskas
Chief Financial Officer

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