[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the
Companys classes of capital or common stock as of the close of the period
covered by the annual report. 73,534,710
Indicate by check mark if the registrant is a well-known
seasoned Company, as defined in Rule 405 of the Securities Act. Yes ___ No
_X_
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ___ No
_X_
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 12 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days. Yes
_X_
No ____
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes
_X_
No ____
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act.
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
If Other has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant
has elected to follow: Item 17 ___ Item 18 ___
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes No
X
N/A
such as for a saleable product, a clarifying statement is
included to ensure that the reader is fully informed as to what is being
reported. The public disclosure of a Mineral Reserve must be demonstrated by a
Pre-Feasibility Study or Feasibility Study.
Mineral Resource:
is defined
in the CIM Definition Standards (2014) as referenced by NI 43-101 as a
concentration or occurrence of solid material of economic interest in or on the
Earths crust in such form, grade or quality and quantity that there are
reasonable prospects for eventual economic extraction. The location, quantity,
grade or quality, continuity and other geological characteristics of a Mineral
Resource are known, estimated or interpreted from specific geological evidence
and knowledge, including sampling.
Eurasian Minerals Inc. (the Company or Eurasian or EMX)
was incorporated under the laws of the Yukon Territory of Canada on August 21,
2001 as 33544 Yukon Inc. and, on October 10, 2001, changed its name to Southern
European Exploration Ltd. On November 24, 2003, the Company completed the
reverse take-over of Marchwell Capital Corp., a TSX Venture Exchange (TSX-V)
listed company incorporated in Alberta on May 13, 1996 and which subsequently
changed its name to Eurasian Minerals Inc. On September 21, 2004, EMX continued
into British Columbia from Alberta under the
Business Corporations Act.
EMXs head office is located at Suite 501 543 Granville
Street, Vancouver, British Columbia V6C 1X8, Canada, and its registered and
records office is located at Northwest Law Group, Suite 704 595 Howe Street,
Vancouver, British Columbia V6C 2T5, Canada.
Eurasian is a reporting Company under the securities
legislation of British Columbia and Alberta and is listed on the TSX-V, as a
Tier 1 Company, and the NYSE MKT (formerly known as the American Stock Exchange
or AMEX). Eurasians common shares without par value (Common Shares) are
traded on the TSX-V under the symbol EMX and on the NYSE MKT under the symbol
EMXX.
Eurasian is principally in the business of exploring for, and
generating royalties from, metals and minerals properties, as well as
identifying royalty opportunities for purchase. Eurasians business is carried
out as a royalty and prospect generator. Under the royalty and prospect
generation business model, it acquires and advances early-stage mineral
exploration projects and then options the projects to, and thereby forms
relationships with, other parties in consideration of a retained royalty
interest, as well as annual advanced royalty and other cash or share payments
and exploration carried out by the other parties. Through its various
agreements, Eurasian also provides technical and commercial assistance to such
companies as the projects advance. By optioning interests in its projects to
third parties for a royalty interest, Eurasian:
This approach helps preserve the Companys treasury, which can
be utilized for further project acquisitions and other business initiatives.
The Companys royalty and exploration portfolio consists of
properties in North America, Turkey, Europe, Haiti, Australia, and the
Asia-Pacific region. Eurasian started receiving royalty income as of August 17,
2012 when it acquired Bullion
Monarch Mining, Inc. (Bullion Monarch or BULM). This
royalty cash flow serves to provide a foundation to support the Companys growth
over the long term.
Strategic investments are an important complement to the
Companys royalty and prospect generation initiatives. These investments are
made in unrecognized or under-valued exploration companies identified by
Eurasian. EMX helps to develop the value of these assets, with exit strategies
that can include royalty positions or equity sales.
In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian Dollars (CDN$ or $). The Government of
Canada permits a floating exchange rate to determine the value of the Canadian
Dollar against the U.S. Dollar (US$).
The Company is a Canadian issuer that is permitted, under the
multijurisdictional disclosure system adopted in the United States, to prepare
this annual report on Form 20-F (this Annual Report) pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the Exchange Act), in
accordance with Canadian disclosure requirements, which are different from those
of the United States. The Company is a foreign private issuer as defined in
Rule 3b-4 under the Exchange Act and Rule 405 under the Securities Act of 1933,
as amended. Equity securities of the Company are accordingly exempt from
Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule
3a12-3 thereunder.
This Annual Report, including the documents incorporated by
reference herein, may contain forward-looking statements. These forward-looking
statements may include statements regarding perceived merit of properties,
exploration results and budgets, mineral reserves and resource estimates, work
programs, capital expenditures, operating costs, cash flow estimates, production
estimates and similar statements relating to the economic viability of a
project, timelines, strategic plans, completion of transactions, market prices
for metals or other statements that are not statements of fact. These statements
relate to analyses and other information that are based on forecasts of future
results, estimates of amounts not yet determinable and assumptions of
management. Statements concerning mineral resource estimates may also be deemed
to constitute forward-looking statements to the extent that they involve
estimates of the mineralization that will be encountered if the property is
developed.
Any statements that express or involve discussions with respect
to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, identified
by words or phrases such as expects, anticipates, believes, plans,
projects, estimates, assumes, intends, strategy, goals,
objectives, potential, possible or variations thereof or stating that
certain actions, events, conditions or results may, could, would,
should, might or will be taken, occur or be achieved, or the negative of
any of these terms and similar expressions) are not statements of historical
fact and may be forward-looking statements.
Forward-looking statements are based on a number of material
assumptions, including those listed below, which could prove to be significantly
incorrect:
Forward-looking statements are subject to a variety of known
and unknown risks, uncertainties and other factors that could cause actual
events or results to differ from those reflected in the forward-looking
statements, including, without limitation:
This list is not exhaustive of the factors that may affect any
of the Companys forward-looking statements. Forward-looking statements are
statements about the future and are inherently uncertain, and actual
achievements of the Company or other future events or conditions may differ
materially from those reflected in the forward-looking statements due to a
variety of risks, uncertainties and other factors, including, without
limitation, those referred to under the heading Key Information (as defined
below), which is incorporated by reference herein.
The Companys forward-looking statements are based on the
beliefs, expectations and opinions of management on the date the statements are
made, and the Company does not assume any obligation to update forward-looking
statements if circumstances or managements beliefs, expectations or opinions
should change, except as required by law. For the reasons set forth above,
investors should not place undue reliance on forward-looking statements.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS
1.A.1. Directors
Table No. 1 lists as of
03/29/2016 the names of the Directors of the Company.
Table No. 1 Directors
|
|
|
Name
|
Age
|
Date
First Elected of Appointed
|
|
|
|
Brian E. Bayley (1)(2)(3)(4)
|
63
|
May 13, 1996
|
David M. Cole (5)
|
54
|
November 24, 2003
|
Brian K. Levet (1)(2)(4)
|
63
|
March 18, 2011
|
Larry M. Okada (1)(2)(3)(6)
|
67
|
June 11, 2013
|
Michael D. Winn (3)(7)
|
54
|
November 24, 2003
|
(1)
|
Member of Audit Committee
|
(2)
|
Member of the Compensation Committee
|
(3)
|
Member of Corporate Governance Committee
|
(4)
|
Suite 1703 595 Burrard Street, Vancouver, BC V7X
1S8
|
(5)
|
10001 W. Titan Road, Littleton, Colorado 80125
|
(6)
|
Suite 520 800 West Pender Street, Vancouver, BC V6C
2V6
|
(7)
|
Suite C 381 Forest Avenue, Laguna Beach, California
92651
|
1.A.2. Senior Management
Table No. 2 lists, as of 03/29/2016, the names of the Senior
Management of the Company.
Table No. 2
Senior Management
|
|
|
Name and Position
|
Age
|
Date
of First Appointment
|
|
|
|
David M. Cole (1)
|
54
|
November 24, 2003
|
Christina Cepeliauskas (2)
|
52
|
September 18, 2008
|
Kim Casswell (2)
|
59
|
November 13, 2015
|
(1)
|
10001 W. Titan Road, Littleton, Colorado 80125
|
(2)
|
Suite 501 543 Granville Street, Vancouver, BC V6C
1X8
|
Mr. Coles business functions, as President of the Company and
Chief Executive Officer, include strategic planning, business development,
operations, liaison with lawyers-regulatory authorities-financial
community/shareholders, and reporting to the Board of Directors.
Ms. Cepeliauskas business functions, as Chief Financial
Officer, include responsibility for overseeing all of the Companys financial
administration, accounting, liaison with auditors-accountants and
preparation/payment/organization of the expenses/taxes/activities of the
Company, and reporting to the Board of Directors. Ms. Cepeliauskas may delegate
all or part of her duties as Chief Financial Officer to a nominee from time to
time.
Ms. Casswells business functions, as Corporate Secretary,
include attending and being the secretary of all meetings of the Board,
shareholders and committees of the Board and entering or causing to be entered
in records kept for that purpose minutes of all proceedings thereat; gives or
causes to be given, as and when instructed, all notices to shareholders,
Directors, officers, auditors and members of committees of the Board; is the
custodian of the stamp or mechanical device generally used for affixing the
corporate seal of the Company and of all books, records and instruments
belonging to the Company, except when some other officer or agent has been
appointed for that purpose; and in the future can have such other powers and
duties as the Board of the chief executive officer may specify.
Ms. Casswell may delegate all or part of her duties as Corporate Secretary to a
nominee from time to time.
13
1.B. Advisers
The Companys Canadian legal counsel:
|
Northwest Law Group
|
|
Contact: Michael Provenzano
|
|
595 Howe Street, Suite 701
|
|
Vancouver, British Columbia V6C 2T5
|
|
Telephone: 604-687-5792
|
|
Facsimile: 604-687-6650
|
|
|
The Companys bank is:
|
Bank of Montreal
|
|
First Bank Tower, Bentall 3
|
|
595 Burrard Street
|
|
Vancouver, British Columbia V7X 1L7
|
|
Contact: Colleen Saimoto
|
|
Telephone: 604-665-2692
|
|
Facsimile: 604-668-1450
|
1.C Auditors
|
|
|
|
The Companys auditor is:
|
Davidson and Company LLP
|
|
609 Granville Street, Suite 1200
|
|
Vancouver, B.C. CANADA V7Y 1G6
|
|
Telephone: 604-687-0947
|
|
Facsimile: 604-687-6737
|
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
--- No Disclosure Necessary ---
ITEM 3. KEY INFORMATION
3.A.1. and 3.A.2 Selected Financial Data
The selected financial data of the Company for the fiscal years
ending December 31, 2015, 2014, 2013, 2012 and 2011 was derived from the
financial statements of the Company that have been audited by Davidson and
Company LLP, Independent Registered Public Accountants, as indicated in their
audit report, which are included elsewhere in this Annual Report.
The Company has not declared any dividends since incorporation
and does not anticipate that it will do so in the foreseeable future. The
present policy of the Company is to retain all available funds for use in its
operations and the expansion of its business.
Table No. 3 is derived from the financial statements of the
Company, which have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board.
14
Table No. 3
Selected Financial Data
(CDN$)
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
|
December 31, 2011
|
|
IFRS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalty income
|
$
|
1,609,553
|
|
$
|
2,247,334
|
|
$
|
3,102,888
|
|
$
|
1,750,975
|
|
$
|
-
|
|
Exploration expenditures (net)
|
|
4,364,675
|
|
|
5,022,658
|
|
|
3,839,703
|
|
|
8,330,201
|
|
|
3,837,224
|
|
Net loss
|
|
(6,875,857
|
)
|
|
(17,448,041
|
)
|
|
(13,982,612
|
)
|
|
(20,916,730
|
)
|
|
(9,748,817
|
)
|
Net loss per share - basic and diluted
|
|
(0.09
|
)
|
|
(0.24
|
)
|
|
(0.19
|
)
|
|
(0.35
|
)
|
|
(0.19
|
)
|
Wtd. Avg. Shares
|
|
73,480,833
|
|
|
73,154,139
|
|
|
72,509,793
|
|
|
59,990,386
|
|
|
51,554,032
|
|
Period-end Shares
|
|
73,534,710
|
|
|
73,371,710
|
|
|
72,980,209
|
|
|
72,051,872
|
|
|
51,875,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
5,787,109
|
|
|
7,096,916
|
|
|
14,217,999
|
|
|
22,702,855
|
|
|
40,742,549
|
|
Exploration and evaluation assets (net)
|
|
2,381,540
|
|
|
2,379,886
|
|
|
3,031,368
|
|
|
4,940,941
|
|
|
6,086,396
|
|
Royalty interest
|
|
28,798,980
|
|
|
29,327,960
|
|
|
35,063,725
|
|
|
38,738,592
|
|
|
-
|
|
Total assets
|
|
50,624,129
|
|
|
54,292,093
|
|
|
70,073,220
|
|
|
82,475,787
|
|
|
52,030,105
|
|
Share capital
|
|
117,000,052
|
|
|
116,766,102
|
|
|
116,151,675
|
|
|
114,414,001
|
|
|
77,122,016
|
|
Deficit
|
|
(94,305,878
|
)
|
|
(87,430,021
|
)
|
|
(69,981,980
|
)
|
|
(55,999,368
|
)
|
|
(35,097,315
|
)
|
* Effective for the period ending December 31, 2011, the
Company changed its fiscal year end from March 31 to December 31. Items related
to the consolidated statement of loss for the year ended December 31, 2011
reflect balances for the nine months then ended.
3.A.3. Exchange Rates
In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in Canadian Dollars (CDN$). The Government of Canada
permits a floating exchange rate to determine the value of the Canadian Dollar
against the U.S. Dollar (US$).
Table No. 4 sets forth the exchange rates for the Canadian
Dollar at the end of five most recent fiscal years ended December 31, the
average rates for the period, and the range of high and low rates for the
period. The data for each month during the most recent six months is also
provided.
For purposes of this table, the exchange rate means the Bank of
Canada noon rate. The table sets forth the number of Canadian Dollars required
to buy one U.S. dollar. The average exchange rate means the average of the
exchange rates on the last day of each month during the period.
Table No. 4
U.S. Dollar/Canadian Dollar
Last 6 months
ended
|
|
Average
|
|
|
High
|
|
|
Low
|
|
|
Close
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 2016
|
|
1.3794
|
|
|
1.4003
|
|
|
1.3510
|
|
|
1.3535
|
|
January 2016
|
|
1.4179
|
|
|
1.4602
|
|
|
1.3831
|
|
|
1.3970
|
|
December 2015
|
|
1.3709
|
|
|
1.3955
|
|
|
1.3342
|
|
|
1.3869
|
|
November 2015
|
|
1.3278
|
|
|
1.3375
|
|
|
1.3073
|
|
|
1.3367
|
|
October 2015
|
|
1.3063
|
|
|
1.3278
|
|
|
1.2890
|
|
|
1.3073
|
|
September 2015
|
|
1.3263
|
|
|
1.3409
|
|
|
1.3135
|
|
|
1.3400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last Quarter & Last 5 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended December 31, 2015
|
|
1.2783
|
|
|
1.3955
|
|
|
1.1613
|
|
|
1.3869
|
|
Fiscal Year Ended December 31, 2014
|
|
1.1041
|
|
|
1.1643
|
|
|
1.0627
|
|
|
1.1627
|
|
Fiscal Year Ended December 31, 2013
|
|
1.0298
|
|
|
1.0703
|
|
|
0.9835
|
|
|
1.0694
|
|
Fiscal Year Ended December 31, 2012
|
|
0.9996
|
|
|
1.0413
|
|
|
0.9675
|
|
|
0.9966
|
|
Fiscal Year Ended December 31, 2011
|
|
0.9888
|
|
|
1.0561
|
|
|
0.9440
|
|
|
1.0197
|
|
As of March 24, 2016, the exchange rate was CDN$1.3269 to US$1.
15
3.B. Capitalization and Indebtedness
--- No Disclosure Necessary ---
3.C. Reasons For The Offer And Use Of Proceeds
--- No Disclosure Necessary ---
3.D. Risk Factors
Investment in the Common Shares involves a significant degree
of risk and should be considered speculative due to the nature of Eurasians
business and the present stage of its development. Prospective investors should
carefully review the following factors together with other information contained
in this Annual Report before making an investment decision.
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 Companys 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 Companys 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
Company (Newmont), will cease to operate in the Companys 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 Companys projects may be dependent upon the Companys 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
Eurasians ability to raise additional funds through equity issues.
16
Foreign Countries and Political Risks
The Company operates in countries with varied political and
economic environments. As such, it is subject to certain risks, including
currency fluctuations and possible political or economic instability which may
result in the impairment or loss of mineral concessions or other mineral rights,
opposition from environmental or other non-governmental organizations, and
mineral exploration and mining activities may be affected in varying degrees by
political stability and government regulations relating to the mineral
exploration and mining industry. Any changes in regulations or shifts in
political attitudes are beyond the control of the Company and may adversely
affect its business. Exploration and development may be affected in varying
degrees by government regulations with respect to restrictions on future
exploitation and production, price controls, export controls, foreign exchange
controls, income taxes, expropriation of property, environmental legislation and
mine and site safety.
Notwithstanding any progress in restructuring political
institutions or economic conditions, the present administration, or successor
governments, of some countries in which Eurasian operates may not be able to
sustain any progress. If any negative changes occur in the political or economic
environment of these countries, it may have an adverse effect on the Companys
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 Companys surface or mineral properties may be challenged or impugned and
title insurance is generally not available. The Companys 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 Companys operations.
Unknown Defects or Impairments in Our Royalty or Streaming
Interests
Unknown defects in or disputes relating to the royalty and
stream interests we hold or acquire may prevent us from realizing the
anticipated benefits from our royalty and stream interests, and could have a
material adverse effect on our business, results of operations, cash flows and
financial condition. It is also possible that material changes could occur that
may adversely affect managements estimate of the carrying value of our royalty
and stream interests and could result in impairment charges. While we seek to
confirm the existence, validity, enforceability, terms and geographic extent of
the royalty and stream interests we acquire, there can be no assurance that
disputes over these and other matters will not arise. Confirming these matters,
as well as the title to mining property on which we hold or seek to acquire a
royalty or stream interest, is a complex matter, and is subject to the
application of the laws of each jurisdiction to the particular circumstances of
each parcel of mining property and to the documents reflecting the royalty or
stream interest. Similarly, royalty and stream interests in many jurisdictions
are contractual in nature, rather than interests in land, and therefore may be
subject to change of control, bankruptcy or the insolvency of operators. We
often do not have the protection of security interests over property that we
could liquidate to recover all or part of our investment in a royalty or stream
interest. Even if we retain our royalty and stream interests in a mining project
after any change of control, bankruptcy or insolvency of the operator, the
project may end up under the control of a new operator, who may or may not
operate the project in a similar manner to the current operator, which may
negatively impact us.
Operators Interpretation of
Our Royalty and Stream
Interests; Unfulfilled Contractual Obligations
Our royalty and stream interests generally are subject to
uncertainties and complexities arising from the application of contract and
property laws in the jurisdictions where the mining projects are located.
Operators and other parties to the agreements governing our royalty and stream
interests may interpret our interests in a manner adverse to us or otherwise may
not abide by their contractual obligations, and we could be forced to take legal
action to enforce our contractual rights. We may or may not be successful in
enforcing our contractual rights, and our revenues relating to any challenged
royalty or stream interests may be delayed, curtailed or eliminated during the
pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on
our business, results of operations, cash flows and financial condition.
Disputes could arise challenging, among other things:
17
-
the existence or geographic extent of the royalty or stream interest;
-
methods for calculating the royalty or stream interest, including whether
certain operator costs may properly be deducted from gross proceeds when
calculating royalties determined on a net basis;
-
third party claims to the same royalty interest or to the property on
which we have a royalty or stream interest;
-
various rights of the operator or third parties in or to the royalty or
stream interest;
-
production and other thresholds and caps applicable to payments of royalty
or stream interests;
-
the obligation of an operator to make payments on royalty and stream
interests; and
-
various defects or ambiguities in the agreement governing a royalty and
stream interest.
Currency Risks
The Companys 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
Eurasians 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 Companys 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,
labor 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 Companys property or facilities and equipment, personal injury or death,
environmental damage to properties of the Company or others, delays, monetary
losses and possible legal liability.
Although the Company may maintain insurance to protect against
certain risks in such amounts as it considers reasonable, its insurance may not
cover all the potential risks associated with its operations. The Company may
also be unable to maintain insurance to cover these risks at economically
feasible premiums or for other reasons. Should such liabilities arise, they
could reduce or eliminate future profitability and result in increased costs,
have a material adverse effect on the Companys 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 Eurasians 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 Eurasians properties. Consequently, the economic viability of
any of the Companys 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.
18
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, labor 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 licenses, 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 Eurasians 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
Eurasians 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 Company are required to act honestly, in good faith and in the
best interests of the Company. Eurasians 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 Companys directors, a director with such a conflict
will abstain from voting for or against the approval of such participation or
such terms.
Passive Foreign Investment Company
U.S. investors in common shares should be aware that based on
current business plans and financial expectations, Eurasian currently expects
that it will be classified as a passive foreign investment company (PFIC) for
the tax year ending December 31, 2015 and expects to be a PFIC in future tax
years. If Eurasian is a PFIC for any tax year during a U.S. shareholders
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 U.S.
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 Eurasians 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.
This paragraph is qualified in its entirety by the discussion below the heading
Taxation Certain United States Federal Income Tax Considerations. Each U.S.
investor should consult its own tax advisor regarding the PFIC rules and the
U.S. federal income tax consequences of the acquisition, ownership and
disposition of common shares.
19
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 Companys 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
Applicable securities laws require an annual assessment by
management of the effectiveness of the Companys 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 may provide the
Company with challenges in implementing the required processes, procedures and
controls in its acquired operations. Acquired Corporations 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 Companys
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 Companys 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.
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
Introduction
The Companys corporate office is located at:
|
Suite 501, 543 Granville Street
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Vancouver, British Columbia, Canada V6C 1X8
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Telephone: (604) 688-6390
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Facsimile: (604) 688-1157
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Website: www.EurasianMinerals.com
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Email: kcasswell@seabordservices.com
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The contact person is: Kim Casswell, Corporate Secretary.
The Companys registered and records office is located at Suite
704, 595 Howe Street, Vancouver, British Columbia, V6C 2T5.
The Companys technical office is located at:
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10001 W. Titan Road
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Littleton, Colorado
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United States of America, 80125
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Telephone: 303-973-8585
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Facsimile: 303-973-0715
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The Company's fiscal year ends December 31.
The Company's Common Shares trade on the TSX-V under the symbol
EMX and on the NYSE Market LLC under the symbol EMXX.
20
At December 31, 2015, the end of the Company's most recent
fiscal year, there were 73,534,710 Common Shares issued and outstanding.
Incorporation and Name Changes
Eurasian Minerals Inc. was incorporated under the laws of the
Yukon Territory of Canada on August 21, 2001 as 33544 Yukon Inc. and, on October
10, 2001, changed its name to Southern European Exploration Ltd. On November 24,
2003, the Company completed the reverse take-over of Marchwell Capital Corp., a
TSX-V-listed company incorporated in Alberta on May 13, 1996 and which
subsequently changed its name to Eurasian Minerals Inc. On September 21, 2004,
Eurasian continued into British Columbia from Alberta under the
Business
Corporations Act.
Eurasians head office is located at Suite 501 543 Granville
Street, Vancouver, British Columbia V6C 1X8, Canada, and its registered and
records office is located at Northwest Law Group, Suite 704 595 Howe Street,
Vancouver, British Columbia V6C 2T5, Canada.
Eurasian is a reporting issuer under the securities legislation
of British Columbia and Alberta and is listed on the TSX-V, as a Tier 1 issuer,
and the NYSE MKT (formerly known as the American Stock Exchange or AMEX).
Eurasians Common Shares without par value are traded on the TSX-V under the
symbol EMX and on the NYSE MKT under the symbol EMXX.
Fiscal Year ended December 31, 2013
Paul H. Zink ceased to be President of Eurasian Capital on
January 31, 2013.
On February 27, 2013, the Company announced that its
wholly-owned subsidiary, Eurasia Madencilik Ltd. Sti., had executed a definitive
agreement with Tumad Madencilik Sanayi ve Ticaret A.S. (Tumad), a private
Turkish company, giving Tumad an option to acquire Eurasians Trab-23 gold
(copper-molybdenum) porphyry project in northeast Turkey (the Trab-23
Agreement). The Trab-23 Agreement consists of: in-ground spending requirements
to further develop the assets value; a revenue stream of annual earn-in and
pre-production payments; and a revenue stream based upon production. See
Mineral Properties Turkey.
In April 2013 the Company announced the selection of the
Iekelvare Designated Project in Sweden pursuant to the Alliance Agreement with
Antofagasta Minerals S.A., a wholly-owned subsidiary of Antofagasta Plc, a
Chilean mining company listed on the London Stock Exchange. Iekelvare joined
Kiruna South as a Designated Project in Sweden. In March 2014 Antofagasta
advised Eurasian that it was discontinuing further funding of the Kiruna South
and Iekelvare Designated Projects.
Larry M. Okada was appointed to the Board of Directors on June
11, 2013.
On June 30, 2013, the Company announced the execution of an
Option Agreement (the Akarca Agreement) to sell the Akarca property in
northwest Turkey to Çolakoğlu for a combination of cash payments, gold bullion,
work commitments, and a royalty interest. The Akarca Agreement gives Çolakoğlu,
the option to acquire EMXs 100%-owned Turkish subsidiary, AES Madencilik A.S.
("AES Turkey"), that controls the Akarca property. The Akarca Agreement required
Çolakoğlu to make an up-front payment of US$250,000 and in order to exercise the
option, drill up at least 5,000 meters by the end of the first year, and make a
US$500,000 payment on exercise of the option. See Mineral Properties Turkey.
In August, the Company sold its geothermal energy assets in
Slovakia and Peru to Starlight Geothermal Ltd. (SGL), an arms length private
company based in Houston, Texas, for cash payments, an equity position of
approximately 5% in SGLs issued and outstanding voting share capital, annual
advance minimum royalty payments until production commences and, once production
commences, a 1% gross royalty on its geothermal licenses in Slovakia and a 0.5%
gross royalty on its geothermal licenses in Peru.
On September 4, 2013, the Company announced that it had,
through its wholly-owned subsidiary, Bronco Creek Exploration Inc. (BCE or
Bronco Creek), entered into three option purchase agreements with Desert Star
granting Desert Star options to acquire the Companys Red Top, Copper Springs,
and Copper King porphyry copper projects in Arizona. See Mineral Properties
North America.
In October 2013, Bronco Creek signed three exploration and
earn-in agreements, with Savant Explorations Ltd. (TSX-V: SVT), a public company
based in Vancouver, British Columbia (Savant), granting Savant options to earn
in to the Companys Jasper Canyon, Buckhorn Creek, and Frazier Creek porphyry
copper projects. See Mineral Properties North America.
21
Fiscal Year ended December 31, 2014
On January 7, 2014, the Company announced the signing of an
Exploration and Option Agreement (the Alankoy Agreement) with Ferrite
Resources Ltd. (Ferrite), a privately-held Australian company, for the
disposition, by option, of the Alankoy copper-gold property in northwestern
Turkey. Ferrite has the option to earn a 100% interest in the project through
work commitments, payments, and annual advance royalties. EMX will retain an
uncapped 3% production royalty that cannot be purchased in advance or otherwise
reduced. Under the Alankoy Agreement, Ferrite paid US$35,000 upon signing the
Alankoy Agreement and must expend at least US$200,000 on exploration activities
on the project each year for the three years. In addition, Ferrite is required
to make annual deliveries of gold bullion to EMX as advance royalties. These
will consist of 75 troy ounces of gold (or cash equivalent thereof) delivered on
each of the first three anniversaries and annual advance royalties of 100 troy
ounces of gold (or cash equivalent) on all subsequent anniversaries until
commencement of commercial production. See Mineral Properties Turkey.
On February 19, 2014, EMX signed an Exploration and Option
Agreement (the NQM Agreement) with North Queensland Mining Pty Ltd. (NQM), a
privately-held Australian company, respecting EMXs Koonenberry exploration
licenses in
New South Wales, Australia. Under the NQM Agreement, Eurasian
granted NQM the option, exercisable until February 19, 2017, to acquire the EMX
subsidiary (EMX Exploration Pty Ltd.) that holds the Companys remaining
exploration licenses in the project area, with EMX retaining a 3% production
royalty. On or before the second anniversary of the NQM Agreement date, NQM can
reduce such 3% production royalty to 2.5%, by agreeing to pay annual advance
royalties in the following amounts:
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75 troy ounces of gold (or cash equivalent thereof) on the first
anniversary of NQMs election to reduce the amount of the production royalty,
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100 troy ounces of gold (or cash equivalent) on the earlier of the third
anniversary of the NQM Agreement date or the exercise of the election, and
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100 troy ounces of gold (or cash equivalent) on all subsequent
anniversaries of the NQM Agreement date until commencement of commercial
production.
In February 2014, the Board of Directors adopted an Advance
Notice Policy in respect of the election of directors. The purpose of the Policy
is to provide shareholders, directors and management of the Company with a clear
framework for nominating persons for election as directors of the Company. No
person will be eligible for election unless nominated in accordance with the
Policy. The Policy was ratified by the Companys shareholders at its annual
general meeting on May 13, 2014 and subsequently incorporated into the Companys
articles.
On April 25, 2014, incentive stock options, exercisable to
purchase an aggregate of 1,531,000 Common Shares at a price of $1.20 per share
for a period of five years, were granted to officers, directors and employees
of, and consultants to, the Company.
On April 25, 2014, the Company announced that it intended to
issue an aggregate of 300,000 Common Shares in lieu of cash remuneration to two
non-executive employees and a consultant. An aggregate of 300,000 Common Shares
would be issued over a period of two years, with the initial tranche of 100,000
Common Shares being issued upon receipt of TSX-V and NYSE MKT approval, and a
further 100,000 Common Shares on each of the first and second anniversaries. The
first tranche was issued on May 30, 2014.
On May 13, 2014, James A. Morris resigned from the Board of
Directors.
On May 15, 2014, EMX announced the signing of an Exploration
and Option Agreement (the Lomitas Agreement), through its wholly-owned
subsidiary Bronco Creek, respecting the Lomitas Negras porphyry copper project
with Kennecott
Exploration Company (Kennecott), part of the Rio Tinto Group.
Pursuant to the Lomitas Agreement, Kennecott can earn a 100% interest in the
project by completing US$4,500,000 in exploration expenditures and paying
escalating option payments totaling US$900,000 within five years after the date
of the Lomitas Agreement, after which EMX will retain a 2% NSR royalty.
In June 2014, Dr. Rael Lipson was appointed to the Companys
advisory board.
On July 4, 2014, EMX announced the signing of an Exploration
and Option Agreement (the Cathedral Well Agreement) by its wholly-owned
subsidiary Bronco Creek with Ely Gold and Minerals Inc. (Ely Gold), a
Vancouver-based mineral exploration company listed on the TSX-V, respecting
EMXs Cathedral Well gold project. Pursuant to the Cathedral Well Agreement, Ely
Gold can earn a 100% interest in the Project by paying EMX a total of US$100,000
as follows: US$25,000 upon execution of the Cathedral Well Agreement and US$75,000
over the next three years, after which EMX will retain a 2.5% NSR royalty,
inclusive of an underlying 0.5% NSR royalty.
22
On November 13, 2014, the Company announced the execution of an
agreement with Land & Mineral Limited (L&M), a privately-held
Australian company, giving L&M the right to acquire Hauraki Gold Ltd.
(Hauraki), the wholly-owned EMX subsidiary that controls the Neavesville
Property located in the Hauraki goldfield of New Zealands North Island. The
purchase and sale agreement included an execution payment of $100,000 ($50,000
received in January 2015) and a series of anniversary and milestone payments
equal to a certain amount of troy ounces of gold.
Pursuant to the amended agreement, L&M was to have paid the
balance of the $100,000 execution payment, being $50,000 to the Company on or by
no later than January 19, 2016. L&M is currently in default of this payment.
See Mineral Properties Australia and New Zealand.
Fiscal Year ended December 31, 2015
In February 2015, Mr. Paul H. Stephens was appointed to the
Companys advisory board.
In March 2015, Dr. Enders resigned from the position of Chief
Operating Officer and as a Director of the Board. Dr. Enders will continue as a
consultant and was appointed to the advisory board.
On May 4, 2015 the Company announced the signing of an
Exploration and Option to Purchase Agreement, through its wholly owned
subsidiary Bronco Creek, for the Superior West porphyry copper project with
Kennecott (Superior West Agreement). The project is located adjacent to the
Resolution porphyry copper project within the Superior Mining District,
approximately 100 kilometers east of Phoenix, Arizona.
Commercial Terms Overview.
Pursuant to the Superior West
Agreement, Kennecott can earn a 100% interest in the project by making a cash
payment upon execution of the Superior West Agreement of US$149,187, and
thereafter completing US$5,500,000 in exploration expenditures and paying annual
option payments totaling US$1,000,000 before the fifth anniversary of the
Agreement.
Upon exercise of the option the Company will retain a 2% NSR
royalty on the properties. Kennecott has the right to buy down 1% of the NSR
royalty covering 14 claims which are optioned (the Optioned Claims) from
underlying claim holders by payment of US$4,000,000 to EMX. Except with respect
to the Optioned Claims, the royalty is not capped and not subject to buy-down.
After exercise of the option, annual advanced minimum royalty
(AMR) payments are due starting at US$125,000 and commencing on the first
anniversary of the exercise of the option. The AMR payments will increase to
US$200,000 upon completion of an Order of Magnitude Study ("OMS") or Preliminary
Economic Assessment ("PEA"). Kennecott may make a one-time payment of
US$4,000,000 to extinguish the obligation to make AMR payments. In addition, if
not previously extinguished, total AMR payments after the OMS or PEA milestone
payment are capped at US$4,000,000, and all AMR payments cease upon production
from the properties.
In addition, Kennecott will make milestone payments consisting
of:
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US$500,000 upon completion of an OMS or PEA;
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US$1,000,000 upon completion of a Prefeasibility Study; and
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US$2,500,000 upon completion of a Feasibility Study. The Feasibility Study
payment will be credited against future royalty payments.
On May 26, 2015 the Company reported the initial NI 43-101
resource estimate and Russian Federation project approvals for the Malmyzh
copper-gold porphyry project. The Malmyzh exploration and mining licenses,
located in the Russian Far East, are held by a Joint Venture between IG Copper
LLC (IGC) (51%) and Freeport-McMoRan Exploration Corporation (Freeport)
(49%), with IGC operating and managing the project. The Company is IGCs largest
shareholder with 42.2% of the issued and outstanding shares (37% on a fully
diluted basis) resulting from investments totaling US $7.8 million. The
Companys investment in IGC is in recognition of the significant potential of
the district-scale discovery at Malmyzh, as well as IGCs success in acquiring
additional exploration properties in a prospective region under-explored for its
porphyry copper-gold potential.
23
On June 11, 2015 the Company announced that pursuant to the
Companys Stock Option Plan, an aggregate of 1,341,500 incentive stock options,
exercisable at a price of $0.66 per share for a period of five years, has been
granted to officers, directors, employees and consultants of the Company.
On July 13, 2015 the Company announced that the National
Instrument 43-101
Standards of Disclosure for Mineral Projects
technical
report titled "NI 43-101 Technical Report on the Initial Mineral Resource
Estimate for the Malmyzh Copper-Gold Project, Khabarovsk Krai, Russian
Federation" (the "Report") dated July 10, 2015 has been filed on SEDAR at
www.sedar.com
and
on the SECs website at
www.sec.gov
. On
August 4, 2015
the Company announced the signing of an Exploration and
Option to Purchase Agreement, through its wholly owned subsidiary Bronco Creek,
for the Aguila de Cobre porphyry copper project (the "Aguila de Cobre Project")
with Kennecott (Aguila de Cobre Agreement). The Aguila de Cobre Project is
located approximately 120 kilometers west of Phoenix, Arizona in a relatively
un-explored region of the Arizona porphyry copper belt.
Commercial Terms Overview.
Pursuant to the Aguila de
Cobre Agreement, Kennecott can earn a 100% interest in the Aguila de Cobre
Project by making cash payments and performing exploration as follows (all
amounts are US$):
Cash Payments:
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$25,000 upon execution of the Aguila de Cobre Agreement (firm commitment);
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$25,000 on the first and second anniversaries of the Agreement;
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$50,000 on the third anniversary of the Aguila de Cobre Agreement; and
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$100,000 upon exercise of the Option.
Exploration:
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Completing $250,000 of exploration expenditures (or paying the Company
that amount) by the first anniversary of the Aguila de Cobre Agreement (firm
commitment); and
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Completing an additional $3,750,000 of exploration expenditures (or paying
the Company that amount) by the third anniversary of the Aguila de Cobre
Agreement.
Upon exercise of the option, the Company will retain a 2% NSR
royalty on the property. The royalty is not capped and not subject to buy-down.
The Aguila de Cobre Agreement contains a one-mile area of interest provision.
After exercise of the option, AMR payments are due starting at
$50,000 and commencing on the first anniversary of the exercise of the option.
The AMR payments will increase to $100,000 upon completion of an OMS or PEA,
after which Kennecott may make a one-time payment of $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 $2,500,000, and all AMR payments cease upon production from the
properties.
In addition, Kennecott will make milestone payments consisting
of:
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$500,000 upon completion of an OMS or PEA;
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$500,000 upon completion of a Prefeasibility Study; and
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$1,000,000 upon completion of a Feasibility Study - this payment will be
credited against future royalty payments.
On October 30, 2015
the Company announced that it has
regained 100% control of the Akarca gold-silver project in Turkey (the
Property). The Company had an agreement with Çolakoglu Ticari Yatirim A.S.
("Çolakoglu"), a privately owned Turkish company, for an option to acquire AES
Turkey, a Turkish corporation that controls the Property. Çolakoglu has advised
the Company that it decided to forego exercising the option. Çolakoglu has made
cash payments of US $350,000 to the Company while advancing the Property through
substantial exploration and drilling programs, as well as metallurgical and
environmental studies.
The Akarca project is a grassroots discovery highlighted by six
separate gold-silver mineralized centers occurring within a district-scale area.
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. This work has been conducted
primarily through partner-funded programs totaling over US $13 million that
considerably advanced the project.
On November 2, 2015 the Company announced the sale of its
interests in Haiti to joint venture partner Newmont Ventures Limited (Newmont
or "NVL"), a wholly owned subsidiary of Newmont Mining Corporation (NYSE: NEM),
for a US $4 million (CDN $5.3 million) cash payment and a retained 0.5% NSR
royalty interest.
24
The now terminated Eurasian-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. Since 2013, activities in the
designated exploration areas have been limited to care and maintenance only.
Pursuant to the transaction, Newmont acquired all of the
Company's interest in the Research Permit applications on the following terms:
-
Newmont paid US $4 million (CDN $5.3 million) in cash to the Company at
closing;
-
The Joint Ventures were terminated;
-
The Company retains a 0.5% NSR royalty on the 49 Research Permit
applications covering the designated exploration areas; and
-
The Company retains the right to acquire any properties proposed to be
abandoned or surrendered by Newmont.
On November 16, 2015, the Company announced the resignation of
Valerie Barlow as Corporate Secretary and the appointment of Kim Casswell in her
place.
On November 23, 2015, the Company announced the signing of an
Exploration and Option Agreement with Black Sea Copper & Gold Corp. (Black
Sea), a privately-held British Columbia corporation, for the Alankoy
copper-gold property in northwestern Turkey. Black Sea has the option to earn a
100% interest in the subsidiary companies that control the property through work
commitments, payments, and annual advance royalties (AARs). The Company will
retain an uncapped production royalty for all minerals produced from the
project. The royalty cannot be purchased in advance or otherwise reduced.
Commercial Terms.
Pursuant to the Agreement, Black Sea
has the option to acquire the Companys subsidiaries that hold the Alankoy
project, with the Company retaining a production royalty of 3% for gold, silver,
and other precious metals and 2% for all other minerals produced from the
project. To do so, Black Sea is to make payments to the Company and conduct
exploration as follows:
-
Pay US $25,000 upon signing the Agreement;
-
Expend at least US $75,000 on exploration activities on or before the
later of June 1, 2016 and the date on which drilling permits have been issued
(the Commencement Date);
-
Conduct at least 1,500 meters of exploration drilling by the first
anniversary of the Commencement Date;
-
Expend at least an additional US $200,000 on exploration activities by the
second anniversary of the Commencement Date;
-
Expend at least an aggregate of US $3,000,000 on exploration activities on
or before the sixth anniversary of the date of the Agreement; and
-
Pay 500 troy ounces of gold (or cash equivalent thereof) upon a decision
to develop a mine on the project.
In addition, Black Sea is to make annual deliveries of gold
bullion (or cash equivalent thereof) to the Company as AARs, as follows:
-
37.5 troy ounces of gold delivered on the first anniversary of the date of
the Agreement (this payment may be made in shares of Black Sea if at that time
Black Sea is publicly traded on the TSX-V);
-
75 troy ounces of gold delivered on the second and third anniversaries of
the date of the Agreement; and
-
100 troy ounces of gold delivered on all subsequent anniversaries until
commencement of commercial production.
On November 24, 2015 the Company announced the signing of an
Exploration and Option Agreement, through its wholly owned subsidiary Bronco
Creek, for the Hardshell Skarn project (the "Hardshell Project") with Arizona
Minerals Inc. (AZ Minerals). The Hardshell Project is located approximately 75
kilometers southeast of Tucson, Arizona within the Patagonia Mountains and
adjacent to AZ Minerals' advancing Hermosa project.
Commercial Terms Overview.
Pursuant to the Agreement, AZ
Minerals can earn a 100% interest in the Hardshell Project by making cash
payments totaling $85,000 (all amounts are US$). Upon exercise of the option the
Company will retain a 2% NSR royalty on the Hardshell Project and receive AAR
payments of $5,000 commencing on the first anniversary of the exercise of the
option. The royalty is not capped and not subject to buy-down.
On December 10, 2015 the Company announced that IGC advises
that an additional license has been granted for the Malmyzh copper-gold porphyry
project in Far East Russia. The Malmyzh licenses are held by IGC (51%) and
Freeport (49%), with IGC operating and managing the project. The new "Malmzyh
Flanks" exploration license expands the Joint Venture's land position covering the Malmyzh district for a
total of 226.9 square kilometers, and includes additional areas for potential
infrastructure development as well as extensions to known exploration
targets.
25
On December 23, 2015
the Company announced it has been
advised of the initial shipment of material for processing from the Balya
lead-zinc-silver royalty property by owner and operator Dedeman Balya Kursun
Cinko Isletmeleri A.S. The Company retains an uncapped 4% net smelter return
royalty on the Balya property, which is located in the historic Balya mining
district of northwestern Turkey. The Dedeman group (collectively "Dedeman")
includes privately-held Turkish mining companies with active operations that
produce lead, zinc, silver, and chromite.
Subsequent to 2015
On February 23, 2016 the Company announced the execution of a
purchase agreement for net smelter return royalty interests on the Maggie Creek
and Afgan gold properties from Golden Predator US Holding Corp. (Golden
Predator), a wholly-owned subsidiary of Till Capital Ltd. ("TCL"). Golden
Predator owns a 2% NSR royalty on all precious metals and a 1% NSR royalty on
all other minerals for the Maggie Creek property, which is located
north-northeast of Newmont Mining Corporation's ("Newmont") Gold Quarry open pit
operations on the Carlin Trend, and a 1% NSR royalty on all minerals for the
Afgan property, which occurs on the Battle Mountain-Eureka Trend. The addition
of these two royalty assets will strengthen the Company's growing Nevada gold
portfolio that includes the Leeville royalty property on the Northern Carlin
Trend, as well as the Maggie Creek South royalty property located
south-southeast of Gold Quarry.
Commercial Terms Overview.
A summary of the Agreement's
commercial terms includes:
-
Purchase by the Company of Golden Predators NSR royalties covering the
Maggie Creek (2% NSR on precious metals and 1% NSR royalty on all other
minerals) and Afgan (1% NSR royalty) properties;
-
Issuance by the Company of 250,000 EMX shares to TCL as consideration for
the purchase; and
-
Approval by the TSX-V and NYSE MKT as a condition precedent to closing the
transaction.
On March 7, 2016 the Company announced that the purchase of net
smelter return royalty interests has been completed for the Maggie Creek and
Afgan gold properties from Golden Predator after receiving approvals from the
TSX-V and NYSE MKT.
4.B. BUSINESS OVERVIEW
Eurasian is principally in the business of exploring for, and
generating royalties from, metals and minerals properties, as well as
identifying royalty opportunities for purchase. Eurasians business is carried
out as a royalty and prospect generator. Under the royalty and prospect
generation business model, it acquires and advances early-stage mineral
exploration projects and then options the projects to, and thereby forms
relationships with, other parties in consideration of a retained royalty
interest, as well as annual advanced royalty and other cash or share payments
and exploration carried out by the other parties. Through its various
agreements, Eurasian also provides technical and commercial assistance to such
companies as the projects advance. 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,
|
(b)
|
maintains the opportunity to participate in early-stage
exploration upside; and
|
(c)
|
develops a pipeline for potential production royalty
payments and associated greenfields discoveries in the
future.
|
This approach helps preserve the Companys treasury, which can
be utilized for further project acquisitions and other business initiatives.
The Companys royalty and exploration portfolio consists of
properties in North America, Turkey, Europe, Haiti, Australia, and the
Asia-Pacific region. Eurasian started receiving royalty income as of August 17,
2012 when it acquired Bullion Monarch. This royalty cash flow serves to provide
a foundation to support the Companys growth over the long term.
Strategic investments are an important complement to the
Companys royalty and prospect generation initiatives. These investments are
made in unrecognized or under-valued exploration companies identified by
Eurasian. EMX helps to develop the value of these assets, with exit strategies
that can include royalty positions or equity sales.
26
Government Regulation and Environmental Protection
Eurasian's current exploration activities are conducted in
North America, Turkey, Europe, Haiti, Australia and New Zealand. Such activities
are affected in varying degrees by political stability and government
regulations relating to foreign investment and the mining industry. Changes in
these regulations or shifts in political attitudes are beyond Eurasian's control
and may adversely affect Eurasian's business. Operations may be affected in
varying degrees by government regulations with respect to restrictions on
production, income taxes, expropriation of property, repatriation of funds,
environmental legislation and mine safety.
The mining industry is also subject to extensive and varying
environmental regulations in each of the jurisdictions in which Eurasian
operates. Environmental regulations establish standards respecting health,
safety and environmental matters and place restrictions on toxins resulting from
mining activities. These regulations can have an impact on the selection of
mining projects and facilities, potentially resulting in increased capital
expenditures by Eurasian or its joint venture partners. In addition,
environmental legislation may require certain projects to be abandoned and sites
reclaimed to the satisfaction of local authorities. Eurasian is committed to
complying with environmental and operation legislation wherever it operates.
Eurasians current or future operations, including exploration
and development activities on its properties, require permits from various
governmental authorities, and such operations are, and will be, governed by laws
and regulations governing exploration, development, taxes, occupational health,
waste disposal, toxic substances, land use, environmental protection and other
matters. Compliance with these requirements may prove to be difficult and
expensive. While Eurasian has properties in numerous jurisdictions, its most
advanced projects are located in Turkey and the United States.
Governmental Regulation in Turkey
Mining Regulation
The legal mining regime in Turkey is principally governed by
the Turkish Mining Law No. 3213, as amended most recently on February 4,
2015
1
for the purpose of eliminating and removing the problems as
seen in practice, avoid the labour accidents, restate the mining license fees,
governmental royalties, sanctions etc in order to make it more compliant with
the most recent global conditions. The Turkish Mining Activities Implementation
Communiqué was adopted and amended during the amendment of Turkish Mining Law on
June 10, 2010; however, this Implementation Communiqué has not been amended yet
in accordance with the latest amendments of Turkish Mining Law dated February 4,
2015. Turkey is still awaiting the adoption of the amendment of Implementation
Communiqué to comply with latest amended Turkish Mining Law. The mining sector
is regulated under the umbrella of the General Directorate of Mining Affairs of
Republic of Turkey, a unit of the Ministry of Energy and Natural Resources of
Republic of Turkey. Mining rights and minerals are exclusively owned by the
Turkish state, and the ownership of minerals in Turkey is not subject to the
ownership of the relevant land. The state, under the Turkish Mining Law and
secondary mining legislation, delegates its rights to explore and operate to
Turkish individuals or legal entities established under Turkish law by issuing
licenses for a determined period of time in return for the payment of a royalty.
There is no distinction between the mining rights that may be acquired by local
investors and those that may be acquired by foreign investors so long as foreign
investors establish a company in Turkey under Turkish law.
The General Directorate of Mining Affairs, a unit of the
Ministry of Energy and Natural Resources of Republic of Turkey, is the
authorized body to regulate mining activities and to issue mining licenses in
Turkey. In addition, local administrative bodies of Turkey also have a certain
level of authority relating to licenses and the regulation of mining facilities.
Transferring the mining license is subject to the prior approval of the Ministry
of Energy and Natural Resources of Republic of Turkey.
The Turkish Mining Law classifies underground resources in six
different groups, and the licensing procedure for each group differs slightly.
Briefly, the groups are as follows: (I) sand and gravel, (II) marble and other
similar decorative stones, (III) mineral salts from seas, lakes and fresh
waters, (IV) energy, metal and industrial minerals, including gold, silver,
platinum, copper, lead, zinc, aluminum, uranium, thorium and radioactive
minerals, (V) precious minerals such as gemstones, and (VI) a group of minerals
which is not stated amongst these groups shall be identified by the Ministry of
Energy and Natural Resources of Republic of Turkey under secondary legislation
of Turkey.
There are two types of licenses granted for the exploration and
operation of mines and one type of operation permit under the Turkish Mining
Law, as follows:
______________________________________________
1
Turkish Mining Law No.3213 was first adopted on June 4, 1985 with several
amendments on December 24, 1986, July 30, 1999, June 15, 2001, May 26 2004, June
3, 2007, June 10, 2010 and with the latest amendment on February 4, 2015.
27
-
Group II (b), Group III, Group IV minerals at the first stage require
general exploration licenses. Group V minerals require exploration
certificates. Group I and Group II (a) and (c) are directly granted with
operation licences.
-
exploration license, enabling its holder to carry out general exploration
activities (i.e., all mining activities other than those carried out for
production) in a specific area issued for a period of two years for Group IV
minerals including gold mining and one year for the other groups. If the
license holder owning a group of minerals satisfies its obligations, the
license holder owning Group IV minerals will have a right to an additional
four years of detailed exploration; for Group II (b), Group III and Group V
mines, the relevant license holder is obliged to meet the operation licenses
requirements until the end of its general exploration period.
-
operation license, enabling its holder to carry out operational activities
within the same area as stated in the exploration license for the proved,
potential and feasible mine reserve area. The term of the operation license
for Group I (a) minerals are five years. The other groups of minerals are at
least ten years depending on the specific project. The terms of the operation
licenses may generally be extended upon the application of the license holder
with a new operation project provided that such extension request is accepted
by the General Directorate of Mining Affairs of Turkey. The term of the
operation license for Group I (a) minerals cannot exceed thirty years, for
Group II minerals cannot exceed forty years, and for other groups of minerals
cannot exceed fifty years. Extension requests more than thirty years for Group
I (a) minerals and forty years for Group II minerals are made directly to the
Ministry of Energy and Natural Resources of Republic of Turkey and more than
fifty years for other groups of minerals are made directly to Ministry of
Council of Republic of Turkey.
-
operation permit, enabling its holder to operate a specific mine as
specified in the operation license and granted only for the proved mine
reserves area that is determined during the prospecting period. The license
holder, within three years following the issuance of the operation license
shall obtain the required approvals, permits such as environmental impact
assessment decision, ownership decision, land usage decision, workplace
opening and operation permit and other permits stated under clause 7 of the
Mining Law and then, accordingly, the license holder is granted the operation
permit by the General Directorate of Mining Affairs of Turkey. The operation
permit is required to be obtained until the end of the term of the operation
license.
The Turkish Mining Law provides for different royalty
percentages for different groups of mines. The royalty percentages for Group IV
minerals, including gold, silver, platinum, lead copper, zinc, aluminum and
uranium oxide minerals are in the below chart.
The Royalty Percentages For Group IV Minerals under Turkish
Mining Law
Royalty(%)
|
Gold
$/oz
|
Silver
$/oz
|
Platinum
$/oz
|
Coppe
r
$/oz
|
Lead
$/oz
|
Zinc
$/oz
|
Chrome
$/T
|
Aluminum
$/T
|
Uranium
Oxide
$/lb
|
2
|
<800
|
<10
|
<500
|
<5000
|
<1000
|
<1000
|
<100
|
<1000
|
<20
|
4
|
801-1250
|
11-20
|
501-1000
|
5001-
7500
|
1001-
2000
|
1001-
2500
|
101-300
|
1001-2000
|
20-40
|
6
|
1251-1500
|
21-25
|
1001-
1250
|
7501-
8000
|
2001-
2250
|
2501-
3000
|
301-500
|
2001-2350
|
41-80
|
8
|
1501-1750
|
25-30
|
1251-
1500
|
8001-
8500
|
2251-
2500
|
3001-
3500
|
501-700
|
2351-2600
|
81-110
|
10
|
1751-2000
|
31-35
|
1501-
1750
|
8501-
9000
|
2501-
3000
|
3501-
4000
|
701-900
|
2601-2850
|
111-140
|
14
|
2001-2250
|
36-40
|
1751-
2000
|
9001-
9500
|
3001-
3500
|
4001-
4500
|
901-1100
|
2851-3100
|
141-170
|
16
|
>2251
|
>41
|
>2001
|
>9501
|
>3501
|
>4501
|
>1101
|
>3101
|
>171
|
Environmental Regulation
In Turkey, where Eurasians most advanced projects are located,
both the level of environmental regulation and its enforcement have become more
stringent in recent years. Mining operations are subject to environmental laws
and regulations promulgated by the Turkish Ministry of Environment and Urban
Planning, the Ministry of Forestry and Water Works and regional and local
authorities. The Turkish Mining Law amended in 2015 has brought more detailed
provisions to the mining activities for the compliance of environmental rules.
The Regulation on Environmental Impact Assessments, for example, requires any
entity that is involved in activities that could have an environmental impact to
prepare a Report of Environmental Impact Assessment or a Project Information
File. No approvals, permits, incentives, or construction and occupancy licenses
may be granted, nor any investments made, nor any tenders awarded for these
projects unless and until the Turkish Ministry of Environment and Urban Planning issues a
positive assessment of the environmental impact of the subject activities. The
Turkish environmental laws and regulations also require certain businesses to
comply with ongoing requirements to reduce the environmental impact of certain
operations and activities, which also include mining activities. In addition, in
Turkey, the issue of allocation of environmentally sensitive areas such as
forest areas, hunting areas, special protection areas, national parks and
agriculture areas for the granting of licenses for activities to be carried out
in such areas is also regulated and is under the supervision of the Turkish
Ministry of Forestry and Water Works.
28
Under current Turkish environmental laws and regulations,
regulatory authorities may suspend or terminate non-compliant operations, levy
monetary penalties and require non-compliant entities to bear the cost of
related remediation programs. For example, under Turkish environmental and
criminal laws, non-compliant operations may be subject to private action and
liable for damages arising from their activities, as well as subject to criminal
penalties (such as imprisonment and monetary fines) for deliberately providing
regulatory authorities with false or misleading information regarding regulated
activities or otherwise failing to comply with certain regulations. In addition,
a property owner may be held liable for the cost of the removal or remediation
of hazardous or toxic wastes discovered on its property, the cost of which could
be substantial, where generally such liability attaches regardless of whether
the owner knew of, or was responsible for, the presence of such hazardous or
toxic substances.
Environmental laws, as they may be amended over time, can
impose restrictions on the manner of use of properties, and compliance with
these restrictions may require substantial expenditures. Environmental laws and
regulations impose sanctions for non-compliance and may be enforced by
governmental agencies. Third parties also may seek recovery from companies for
personal injury or property damage associated with exposure to the release of
hazardous substances.
Commercial Regulation
The Turkish Commercial Code numbered 6762, which was in effect
as of 1957, has been amended substantially with the new Turkish Commercial Code
numbered 6102 (the New Turkish Commercial Code). The New Turkish Commercial
Code has come into force on July 1, 2012. The New Turkish Commercial Code is
intended to provide for institutionalisation, increased competitive power and
the establishment of increased public confidence, corporate governance and
transparency, and permits joint stock companies and limited liability companies
to be established with only one shareholder and with one board member.
Some of the key features of the New Turkish Code include the
following:
-
Companies are generally obliged to have a website online and to allocate a
part of this website to publish certain issues, documents, financial
statements and resolutions whether publicly traded or not.
-
For joint stock companies, it is sufficient for the board of directors to
consist of solely one member. A legal entity can also be a board member;
however in this case, a natural person must be designated to represent the
legal entity. There is no restriction and mandatory requirement for the board
members to reside in Turkey and to be a Turkish citizen.
-
Board members of a joint stock company are no longer required to be a
shareholder in the company.
-
The financial tables of a joint stock company are to be prepared in
accordance with the financial reporting standards determined by the Turkish
Accounting Standards Board. These standards are expected to be amended to
comply with the International Financial Reporting Standards (IFRS).
-
The New Turkish Commercial Code enables the board members to attend and to
vote in meetings via transfer of image and voice according to the provisions
of the articles of association of the company. The provisions regarding the
meeting and decision quorum of the board of directors shall also be applicable
if the meetings of the board of directors are held in an electronic
environment.
-
The New Turkish Commercial Code stipulates the rights of shareholders to
attend, give proposals, declare opinions and vote at the general assembly of
joint stock company via electronic means.
-
The management and representation of a limited company may be performed by
one or more managers. For a limited liability company, it is sufficient to
have at least one manager. If there is more than one manager then there is a
board of managers. In this situation, one of the managers is appointed by
general assembly as a chairman of the board of managers. The President of
board of managers has an authority to make all statements and declarations on
behalf of the company. In any case, at least one shareholder must be appointed
as a manager who has a right to manage and represent the limited liability
company.
-
The limited liability company must keep a share ledger. The share ledger
shall reflect the following; names/titles and addresses of the shareholders,
number of shares held by each shareholder, share transfer details, nominal
value of shares, class of shares, encumbrances over the shares and the
names/titles and addresses of beneficiaries of such encumbrances created over
the shares.
29
-
The limited liability company is obliged to keep the commercial books
indicating the commercial transactions and asset structure of the company. The
LLC shall observe and apply Turkish Accounting Standards as announced by the
Turkish Accounting Standards Board, including the conceptual framework of
accounting principles and interpretations while keeping its commercial books.
An important change however, is that the compulsory accounting standards will
adopt IFRS. The opening and closing of the books must be certified by a notary
public.
-
The manager(s) of a limited liability company must prepare and submit to
the attention of the general assembly the financial charts, appendices and the
activity report of the company for the preceding accounting period. This must
be done in accordance with the Turkish Accounting Standards and within the
first three months of the relevant accounting period (fiscal year) following
the balance sheet date. The relevant Turkish Accounting Standards have been
applicable from January 1, 2013.
Eurasian cannot predict the outcome of each effect of the New
Turkish Code, and compliance with these requirements may prove to be difficult
and expensive.
Repatriation of Earnings
Currently, there are no restrictions on the repatriation of
earnings or capital to foreign entities from Turkey, where Eurasians most
advanced projects are located. However, there can be no assurance that any such
restrictions on repatriation of earnings or capital from Turkey or any other
country where we may invest will not be imposed in the future.
Governmental Regulation in the United States
Mining Regulation
Mining activities in the United States are subject to numerous
federal, state and local laws and regulations. At the federal level, mines are
subject to inspection and regulation by the Division of Mine Safety and Health
Administration of the Department of Labor (MSHA) under provisions of the
Federal Mine Safety and Health Act of 1977. The Occupation Safety and Health
Administration also has jurisdiction over certain safety and health standards
not covered by MSHA. Mining operations and all proposed exploration and
development will require a variety of permits. In addition, any mining
operations occurring on federal property are subject to regulation and
inspection by the Bureau of Land Management (BLM). Eurasian's current projects
are also subject to state and local laws and regulations in Alaska, Arizona,
Nevada and Wyoming.
Environmental Regulation
Eurasians exploration, mining and processing operations are
subject to various federal, state and local laws and regulations governing
prospecting, exploration, development, production, labor standards, occupational
health, mine safety, control of toxic substances, and other matters involving
environmental protection and employment. United States environmental protection
laws address the maintenance of air and water quality standards, the
preservation of threatened and endangered species of wildlife and vegetation,
the preservation of certain archaeological sites, reclamation, and limitations
on the generation, transportation, storage and disposal of solid and hazardous
wastes, among other things.
Legislation and implementation of regulations adopted or
proposed by the United States Environmental Protection Agency, the BLM and by
comparable agencies in various states directly and indirectly affect the mining
industry in the United States. These laws and regulations address the
environmental impact of mining and mineral processing, including potential
contamination of soil and water from tailings, discharges and other wastes
generated by mining process. In particular, legislation such as the Clean Water
Act, the Clean Air Act, the Federal Resource Conservation and Recovery Act and
the National Environmental Policy Act require analysis and/or impose effluent
standards, new source performance standards, air quality standards and other
design or operational requirements for various components of mining and mineral
processing. Mining projects also are subject to regulations under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
which regulates and establishes liability for the release of hazardous
substances. In addition, statutes may impose liability on mine developers for
remediation of waste they have created.
Specialized Skill and Knowledge
All aspects of Eurasians business require specialized skills
and knowledge. Such skills and knowledge include the areas of geology, finance,
accounting and law.
30
Competitive Conditions
Competition in the mineral exploration industry is intense.
Eurasian competes with other companies, many of which have greater financial
resources and technical facilities, for the acquisition and exploration of
mineral interests, as well as for the recruitment and retention of qualified
employees and consultants.
Raw Materials (Components)
Other than water and electrical or mechanical power all of
which are readily available on or near its properties Eurasian does not
require any raw materials with which to carry out its business.
Intangible Property
Eurasian does not have any need for nor does it use any brand
names, circulation lists, patents, copyrights, trademarks, franchises, licenses,
software (other than commercially available software), subscription lists or
other intellectual property in its business.
Business Cycle & Seasonality
Eurasians royalty and prospect generator business model is
cyclical and is impacted by commodity prices and cycles; however, its business
is not seasonal.
Economic Dependence
Eurasians business is not substantially dependent on any
contract such as a contract to sell the major part of its products or services
or to purchase the major part of its requirements for goods, services or raw
materials, or on any franchise or license or other agreement to use a patent,
formula, trade secret, process or trade name upon which its business
depends.
Renegotiation or Termination of Contracts
It is not expected that Eurasians business will be affected in
the current financial year by the renegotiation or termination of contracts or
sub-contracts.
Environmental Protection
All phases of Eurasians exploration are subject to
environmental regulation in the various jurisdictions in which it operates.
Environmental legislation is evolving in a manner which
requires stricter standards and enforcement, 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. While manageable, Eurasian expects this evolution
(which affects most mineral exploration companies) might result in increased
costs.
Employees
At December 31, 2015, Eurasian had 38 employees and consultants
working at various locations throughout the world.
Foreign Operations
Many of Eurasians properties are located outside of North
America and many are located in areas traditionally considered to be risky from
a political or economic perspective.
Bankruptcy Reorganizations
There have not been any voluntary or involuntary bankruptcy,
receivership or similar proceedings against Eurasian within the three most
recently completed financial years or the current financial year.
Material Reorganizations
Except as disclosed under the heading Three-Year History,
there has not been any material reorganization of Eurasian or its subsidiaries
within the three most recently completed financial years or the current
financial year.
31
Social or Environmental Policies
Eurasian has implemented various social policies that are
fundamental to its operations, such as policies regarding its relationship with
the communities where the Company operates.
Eurasian is committed to the implementation of a comprehensive
Health, Safety, Environment, Labor and Community Policy and a pro-active
Stakeholder Engagement Strategy (the Policies). These Policies will be
reviewed and updated on an annual or as needed basis. EMX ensures these
Policies are made known to all its managers, staff, contractors and exploration
and joint venture partners, and that the requirements contained therein are
adequately planned, resourced implemented and monitored wherever EMX is actively
managing the project and where EMX has obtained a formal commitment from its
exploration and joint venture partners to adopt the same Policies.
The Company believes that good environmental management at
every project it manages, whether in the exploration phase, feasibility stage,
project construction or mine site operation, requires proactive health and
safety procedures, transparent interaction with local communities and
implementation of prudent expenditures and business performance standards that
constitutes the foundation for successful exploration and subsequent development
if the results warrant it.
Eurasian will develop and implement appropriate standard
operating procedures for different stages of its ground technical surveys,
prospecting and evaluation and development work which procedures will be
designed to meet all applicable environmental requirements and best
environmental practices in the mineral exploration industry.
2.
|
Community Relations, Communication and Notification
Policy
|
Proactive interaction with the stakeholders on whom the
Companys exploration and development programs may impact is considered an
important part of the long-term investment that the Company is planning in its
exploration programs in North America, Turkey, Europe, Haiti, Australia, and the
Asia-Pacific region.
Eurasian recognizes that from the inception of exploration
activities or a new field work program, and as the exploration project
progresses towards development, it will be important to:
-
communicate and proactively engage with all local communities and other
stakeholders that may be affected by its exploration programs;
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inform and obtain a consensus with the full range of stakeholders that may
be impacted upon by exploration, evaluation and development; and
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identify any vulnerable or marginalized groups within the affected
communities (e.g. women, elders or handicapped) and ensure they are also
reached by above information disclosure and consultation activities.
In these respects, Eurasian will work actively and
transparently with governmental authorities, other elected parties,
nongovernmental organizations, and the communities themselves to ensure that the
communities are aware of the activities of the Company, and that the impact and
benefits of such activities are a benefit to the communities.
When detailed or advanced exploration activities, including
drilling, evaluation and other such programs, are implemented, the Company will
endeavor to identify how the impacts of such work on communities can best be
managed, and how benefits can best be provided to communities through its
activities. This will be undertaken in consultation with the affected
communities.
3.
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Labour, Health and Safety Policy
|
The health and safety of its employees, contractors, affected
communities and any other role players that may participate and be affected by
the activities of EMX are crucial to the long term success of the Company.
The Company will establish and maintain a constructive
work-management relationship, promote the fair treatment, non-discrimination,
and equal opportunity of workers in accordance with Performance Standards 2,
Labor and Working Conditions of the International Finance Company, a member of
the World Bank Group.
Every effort will be made through training, regular reviews and
briefings, and other procedures to ensure that best practice labor, health and
safety and good international industry practices are implemented and maintained
by Eurasian, including prompt and in-depth accident and incident investigation
and the implementation of the conclusions thereof. The Company will take
measures to prevent any child labor or forced labor.
32
The Companys aim is at all times to achieve zero lost-time
injuries and fatalities.
4.
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Development Stage Environmental and Social Management
Policy
|
Eurasian will communicate and consult with local communities
and stakeholders with a view to fostering mutual understanding and shared
benefits through the promotion and maintenance of open and constructive dialogue
and working relationships.
United States vs. Foreign Sales/Assets
At December 31, 2015, 2014 and 2013, the Companys assets were
located in North America, Turkey, Europe, Haiti, Australia and New Zealand.
4.C. Organization Structure
The corporate structure of Eurasian, its material (holding at
least 10% of EMXs assets) subsidiaries, the percentage ownership that Eurasian
holds or has contractual rights to acquire in such subsidiaries (if not
wholly-owned) and the jurisdiction of incorporation of such corporations is set
out in the chart below:
4.D. Property, Plant and Equipment
The Companys executive offices are located in rented premises
of approximately 4,200 sq. ft., shared by seven other companies at 543 Granville
Street, Suite 501, Vancouver, British Columbia Canada V6C 1X8. The Company began
occupying these facilities on May 1, 2011.
The Company owns a house in Littleton, Colorado which serves as
the Companys office.
The Companys royalty, exploration, and strategic investment
portfolio mainly consists of properties in North America, Turkey, Europe, Haiti,
Australia, New Zealand, the Russian Federation, and Chile.
It is important to note that even if the Company completes its
exploration programs on its properties and is successful in identifying mineral
deposits, a substantial amount of capital will still have to be spent on each
deposit for further drilling and engineering studies before management will know
that the Company has a commercially viable mineral deposit (a reserve) on the
property.
The terms measured resource, indicated resource and
inferred resource used in this report are Canadian geological and mining terms
as defined in accordance with National Instrument 43-101, Standards of
Disclosure for Mineral Projects of the Canadian Securities Administrators using
the guidelines set out in the Canadian Institute of Mining, Metallurgy and
Petroleum (the CIM) Standards on Mineral Resources and Mineral Reserves,
adopted by the CIM Council as may be amended from time to time by the CIM. We
advise U.S. investors that while such terms are recognized and permitted under
Canadian regulations, the SEC does not recognize them. U.S. investors are
cautioned not to assume that any part or all of the mineral deposits in the
measured and indicated categories will ever be converted into reserves.
33
Inferred resources have a greater amount of uncertainty as to
their existence, and greater 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
other economic studies. U.S. investors are cautioned not to assume that any part
or all of an inferred resource exists, or is economically or legally mineable.
Disclosure of gold and silver resources expressed in ounces in
the mineral resource categories in this document are in compliance with Canadian
National Instrument 43-101, but does not meet the requirements of Industry Guide
7, Description of Property by Corporations Engaged or to be Engaged in
Significant Mining Operations, of the SEC, which will accept only the disclosure
of tonnage and grade estimates for non-reserve mineralization.
Eurasian has been generating exploration projects for over
twelve years, and is now focused on entering into agreements to convert those
assets into royalty interests, as well as directly acquiring new royalty
properties. In this time, EMX has built a portfolio of precious metal, base
metal, polymetallic, and geothermal property and royalty interests that spans
five continents and covers more than 1.5 million acres. These assets provide
revenue streams from royalty, advance royalty and success-based bonus payments,
while maintaining continual exposure to exploration upside as projects advance.
Eurasian supplements mineral property revenue streams and value creation by
leveraging its technical expertise to make strategic investments in other
companies or projects that provide shareholders with additional investment
upside potential.
Eurasian's two material properties are the Leeville royalty
property located in Nevada's Northern Carlin Trend (see page 35), and the
Malmyzh copper-gold project which is a strategic investment located in the
Russian Far East (see page 47). Additional property descriptions are included in
this report, but the Company does not consider that individually these
properties are material at this time.
Leeville and Royalty Property
Overview
A material EMX asset is the Leeville royalty property acquired
in the 2012 Bullion Monarch merger that covers portions of Newmont Mining
Corporations (NYSE:NEM) Leeville, Turf, and Four Corners underground gold
mining operations in the Northern Carlin Trend. The Leeville 1% gross smelter
return royalty paid approximately US$1.26 million during the 12 months ending
December 31, 2015. The royalty totaled 1,096 troy ounces of gold principally
sourced from the Leeville mine, with minor contributions from other Newmont
operations. The average realized gold price was US$1,160 per troy ounce.
Newmonts Turf Vent Shaft Project was commissioned in November 2015. Newmont has
stated that the project will provide the ventilation required to increase
production, and unlock additional resources at greater Leeville (see
Newmont Mining Corps 10-K and 10-Q filings for 2014 and 2015). As understood by
the Company, "greater Leeville" includes portions of EMXs royalty property, and the Turf Vent Shaft
Project as described by Newmont may potentially have a positive impact on the
Leeville royalty. However, the Company does not have access to the information
from Newmont in order to confidently assess what, if any, that impact may be. In
addition, Newmont has delineated a trend of sediment-hosted gold mineralization
that extends southeast from the Leeville underground mining complex and across
EMX's Leeville royalty property that covers portions of the Rita K and Full
House exploration projects. These Newmont exploration successes underscore the
prospectivity of the Leeville royalty property.
34
Further Carlin Trend exploration upside is provided by EMXs
Maggie Creek South 3% NSR and Maggie Creek 2% NSR royalty properties. The Maggie
Creek South royalty property was acquired in the 2012 merger with Bullion
Monarch. The Maggie Creek royalty property is one of two royalties acquired from
Golden Predator as a subsequent event in March 2016. The Maggie Creek South and
Maggie Creek royalty properties collectively cover approximately 4.8 square
miles of prospective ground within about a mile of Newmonts Gold Quarry open
pit mining operation.
In addition to EMXs Carlin Trend royalty properties, the
Company has royalty property interests elsewhere in the western U.S., as well as
in Turkey, Serbia, Sweden, Australia, Slovakia, and Peru. The second Nevada gold
royalty property resulting from the March 2016 purchase from Golden Predator is
the Afgan 1% NSR royalty. In Turkey, the Balya lead-zinc-silver royalty property
in Turkey, which resulted from early EMX prospect generation success, underwent
initial, small scale underground development in 2015. EMXs portfolio in Serbia
represents a combination of organically generated royalties complemented by a
key royalty purchase that covers Reservoir Minerals Inc.'s (TSX-V:RMC) Cukaru
Peki copper-gold discovery. All of EMX's interests in Haiti are now converted
into NSR royalties, with the sale of joint venture interests to Newmont
resulting in a US$4 million cash payment as well as a 0.5% NSR royalty. The
Viscaria iron-copper royalty, acquired from the purchase of the Phelps Dodge
Exploration Sweden AB assets in 2010, has been actively advanced by Avalon
Minerals Ltd. (Avalon) (ASX:AVI) with an updated JORC resource estimate and
"scoping" study. In Australia, the Koonenberry gold project is being advanced by
other companies, with EMX retaining various royalty interests that cover the
project area. EMXs geothermal interests in Slovakia and Peru provide royalty
property diversification into energy assets that complement the Companys
mineral property portfolio.
In addition, all of EMXs exploration properties optioned to,
or joint ventured with, third parties include a royalty option. Many of these
properties also provide advance minimum royalty or advance annual royalty
payments that generate an early revenue stream to EMXs benefit during earn-in.
Additional details on Eurasians property portfolio are included in the
following sections.
North America
Eurasians portfolio in North America totals 32 exploration and
royalty properties covering more than 35,000 hectares. The properties are
advanced through wholly-owned subsidiary Bronco Creek, and include porphyry
copper-molybdenum, porphyry copper-gold, Carlin-type gold, and high-grade
gold-silver vein projects. The exploration portfolio is comprised of 26
properties in Arizona, Nevada, Utah, and Wyoming. EMX currently has seven
exploration projects partnered through BCE. In addition, there are six royalty
properties, including the producing Leeville royalty (see above section), that
are being advanced by partner companies.
The Companys 2015 work focused on advancing partner funded
projects, executing new agreements for available projects, identifying key
royalty assets for purchase, generative exploration, business development, and
balancing the portfolio by acquiring new properties on open ground while
dropping low priority projects. Eurasian is in discussions with a number of
potential partners for the available North American properties, as well as for
regional exploration alliances.
35
Maggie Creek and Maggie Creek South Royalty Properties
The Maggie Creek property is located approximately two
kilometers (~1.2 miles) north-northeast of Newmont's Gold Quarry mining
operations on the Carlin Trend. EMX purchased the Maggie Creek 2% NSR royalty on
all precious metals and a 1% NSR royalty on all other minerals from Golden
Predator in March 2016. The Maggie Creek unpatented lode mining claims are
controlled by Renaissance Gold Inc. (TSX-V:REN). Maggie Creek occurs along the
northeast projection of the Gold Quarry fault zone, which is an important
mineralizing control at the Gold Quarry mine. Exploration has been conducted by
companies that include Newmont, Barrick, Western States, Teck, Cordex, and
Freeport. Most of the historic drilling consisted of shallow, vertical holes
that did not thoroughly test Carlin-type targets in the "upper plate" or "lower
plate" rocks of the Roberts Mountain Allocthon.
The recent acquisition of the Maggie Creek royalty complements
EMX's Maggie Creek South 3% NSR royalty previously acquired in 2012. Maggie
Creek South occurs approximately 1.5 kilometers (~1 mile) south-southeast of
Gold Quarry, and covers about 5.2 square kilometers (2 square miles). Maggie
Creek South occurs on the southeast projection of the Good Hope fault trend,
which has an alignment of deposits along its length including Mike, Tusc, Mac,
and Gold Quarry, as well as the down-dip projection of favorable host rocks.
Afgan Royalty Property
The Afgan property is located about 40 kilometers (25 miles)
northwest of Eureka, Nevada on the Battle Mountain-Eureka Trend. EMX purchased
the Afgan 1% NSR royalty as part of the March 2016 Golden Predator transaction
that also included the Maggie Creek royalty (see above section). The Afgan
unpatented lode mining claim block is controlled by McEwen Mining Inc.
(NYSE:MUX, TSX:MUX). The property hosts a semi-continuous, 1,050 by 450 meter
(~3,500 by 1,500 feet), north-northwest oriented zone of oxide gold
mineralization delineated by historic drilling programs and hosting a historic
resource. The mineralization occurs along the contact of thinly bedded
siltstones of the Webb Formation with the underlying Devils Gate Limestone,
which is a well documented geologic environment that can host Carlin-type
deposits.
36
Superior West Property
The Superior West project is located west of the historic
mining town of Superior, Arizona, and adjacent to Resolution Coppers property. The project covers several porphyry copper
targets, as well as the interpreted western extension of the historic Magma
Vein.
In Q2, EMX executed an Exploration and Option to Purchase
Agreement with Kennecott for the Superior West project. Kennecott may earn a
100% interest in the project by completing US$5.5 million in exploration
expenditures and making cash payments totaling US$1,149,187, after which EMX
will retain a 2% NSR in addition to annual AMR and certain project milestone
payments. During Q3 and Q4, EMX conducted partner funded geologic mapping,
geochemical sampling, geophysical surveying, and drill permitting work programs
on the project.
Aguila de Cobre Property
Aguila de Cobre is located approximately 120 kilometers west of
Phoenix, Arizona in a relatively un-explored region of the Arizona porphyry
copper belt. The property covers an area of shallow post-mineral cover ringed to
the west by outcrops that exhibit alteration and mineralization characteristic
of the margins of porphyry copper systems and developed over a broad area of
>20 square kilometers. The alteration patterns vector towards the project's
covered area, and highlight two distinct porphyry copper targets.
In Q3, EMX executed an Exploration and Option to Purchase
Agreement with Kennecott for the Aguila de Cobre project. Kennecott may earn a
100% interest in the project by completing US$4 million in exploration
expenditures and making cash payments totaling US$225,000 over a four year
period, after which EMX will retain a 2% NSR in addition to annual advance
minimum royalty and certain project milestone payments.
Aguila de Cobre was the second property partnered with
Kennecott in 2015.
Hardshell Skarn Property
The Hardshell Skarn project is located approximately 75
kilometers southeast of Tucson, Arizona within the Patagonia Mountains. The
property lies between the Sunnyside porphyry copper system (Regal Resources
Inc.) to the west, the Hermosa-Taylor project (AZ Minerals Inc.) to the east,
and the historic Trench mine to the north. EMX has targeted base and precious
metals mineralization hosted in skarn and replacement bodies within a series of
Paleozoic limestones.
An Exploration and Option Agreement was executed in Q4 for the
Hardshell Skarn project with Arizona Minerals Inc.. AZ Minerals can earn a 100%
interest in the project by making cash payments totaling US$85,000, and upon
exercise of the option EMX will retain a 2% NSR royalty and receive annual
advanced royalty payments. The EMX royalty is not capped and not subject to
buy-down.
Copper King, Red Top, and Copper Springs Properties
The Copper King, Red Top, and Copper Springs properties are
three porphyry copper-molybdenum projects located in the Globe-Miami and
Superior (Pioneer) mining districts. EMX executed three separate Option Purchase
Agreements with Desert Star whereby Desert Star could acquire a 100% interest in
each of the projects for cash, shares, and work commitments, after which EMX
will retain a 2.5% NSR royalty.
During 2015, EMX assisted Desert Star with permitting at the
Copper King and Red Top properties in preparation for reconnaissance drill
programs anticipated in 2016. In Q1 2015, Eurasian regained 100% control of the
Copper Springs project after Desert Star elected not to exercise its option for
the property.
Yerington West Property
The Yerington West joint venture property, located in the
Yerington mining district of west-central Nevada, is partnered with Entrée Gold
Inc. (Entrée) (TSX:ETG, NYSE MKT:EGI). The project comprises a porphyry
copper-molybdenum target and a copper-iron skarn target beneath cover rocks.
Entrée continued their work on the adjacent Ann Mason property, including an
updated PEA study. EMX has a 100% interest in the Yerington West project until
Entrée completes its initial earn-in requirements.
37
Buckhorn Creek Property
The Buckhorn Creek copper-molybdenum project is located in the
porphyry copper belt of southern Arizona. The property was optioned to Savant in
2013. In Q3, Savant terminated the option agreement and the project returned to
100% EMX control. Savant advanced Buckhorn Creek by funding geologic mapping and
geophysical surveys, as well as completing access agreements and permitting for
proposed drill sites. BCEs recognition of post-mineral structural
relationships, and the application of alteration and geochemical zoning patterns
in that context, has identified porphyry copper targets that remain
untested.
Cathedral Well Property
The Cathedral Well project is located at the southern end of
the Battle Mountain-Eureka gold trend and surrounds most of the historic Green
Springs mine. Eurasian announced the execution of an option agreement with Ely
Gold for the Cathedral Well property in June 2014. Ely Gold may earn a 100%
interest in the property by making staged option payments and granting EMX a
2.5% NSR royalty, inclusive of an underlying 0.5% NSR royalty. After earning
100% interest in the project, Ely Gold will pay EMX annual advance royalties
until commencement of commercial production. Eurasian understands that Ely Gold
drill tested multiple targets across the consolidated Green Springs property
position in 2015.
Other Work Conducted by Eurasian in the U.S.
EMX continued evaluation of property and royalty acquisition
opportunities in North America and streamlined the portfolio by dropping low
priority projects. The generative work focused on gold opportunities in the
Great Basin and porphyry copper targets in Arizona. EMX acquired the Golden
Sunrise and other gold projects in Nevada by staking open ground. In addition, a
new sediment-hosted copper exploration program led by consulting geologist Dr.
Jon Thorson was initiated.
Eurasian elected to drop the Frazier Creek and Rush Basin
projects due to a lack of encouraging exploration results.
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.
Turkey
Eurasian holds mineral property interests in Turkeys Western
Anatolia and Eastern Pontides mineral belts. These properties include bulk
tonnage gold, gold-silver vein, polymetallic carbonate replacement, and porphyry
gold-copper targets. Five of the seven EMX projects in Turkey are being advanced
by partner companies, with two royalty properties (Balya and Aktutan) and three
properties optioned for a retained royalty interest (Alankoy, Golcuk and
Trab-23). The remaining two properties, the Akarca epithermal gold-silver
project and Sisorta epithermal gold project, are 100% controlled by Eurasian and
currently available for sale or partnership.
As a component of EMX's streamlining of operations and cost
reductions, Eurasian's Ankara exploration office was closed in 2015. To manage
its interests in Turkey, the Company retained the services of Dama Muhendislik
Proje ve Maden San.Tic. A.S (Dama). Dama is an internationally recognized
engineering company based in Ankara led by General Manager Sabri Karahan. Dama,
under Mr. Karahan's direction, is managing EMXs mineral licenses, exploration
programs, and administrative functions in Turkey.
38
Akarca Property
The Akarca Property is a 2006 Eurasian grassroots exploration
discovery in Turkeys Western Anatolia region. EMX regained 100% control of
Akarca after Çolakoglu advised EMX that it would not exercise its option to
acquire the project. The Akarca agreement with Çolakoğlu required an up-front
payment of US$250,000 and drilling of at least 5,000 meters by the end of the
first year (2014). Both of these conditions were met. In January, 2015 Eurasian
granted Çolakoğlu a six month extension from February, 2015 to exercise its
option. As a condition of this extension, Çolakoğlu paid EMX US$100,000
(non-refundable) from the total US$500,000 payment required to exercise the
option. Overall, Çolakoğlu paid a total of US$350,000 to EMX, and conducted
substantial drilling, trenching, geological mapping, geochemical sampling, and
technical studies. Akarca is now available for sale or partnership, and EMX is
engaged in discussions with several interested parties.
The Akarca project area currently has six drill defined zones
of epithermal gold-silver mineralization. Since its discovery, 245 core and
reverse circulation holes totaling about 26,400 meters have been drilled.
Summaries of the six zones are given below.
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Kucukhugla Tepe is a 700 meter long, northwest trending zone of parallel
vein systems that locally host higher grade mineralization. Drill results
include an oxide intercept in AKC-131 of 58.5 meters (31.5-90.0 m) averaging
2.00 g/t gold and 15.3 g/t silver, with a high-grade sub-interval of 2.6
meters averaging 35.31 g/t gold and 226.6 g/t silver (true widths are 45% of
reported interval lengths). The zone remains open along strike.
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Fula Tepe is a broad corridor of veining and silicification with a strike
length of 950 meters and width of over 400 meters. Drill results include an
oxide intercept in AKC-120 of 19.8 meters (28.9-48.7 m) averaging 8.49 g/t
gold and 60.3 g/t silver, with a sub-interval of 1.0 meter assaying 155.50 g/t
gold and 1060 g/t silver (true widths are 64% of reported interval lengths).
The system remains open along strike to the northeast and southwest.
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The Hugla Tepe prospect is a 650 meter long zone of oxide gold-silver
mineralization, quartz veining and IP-resistivity anomalies. The zone is
oriented along a northeast strike direction that is parallel to, and
approximately 400 meters southeast of, Fula Tepe.
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A target halfway between Hugla and Fula Tepe was drilled as a northeast
aligned fence of holes at approximately 100 meter spacing. This drilling
intersected gold-silver mineralization along a 550 meter northeast trend, and
defines a newly recognized zone of concealed mineralization lying between the
Hugla and Fula Tepe prospects.
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Sarikaya Tepe is the furthest west of the known zones of mineralization,
and forms a distinctive north-south trending topographic high held up by
multiple vein sets and silicified wall rocks. Sarikaya is notable for hosting
higher-grade mineralization, including an oxide intercept reported from AKC-70
of 36.4 meters (0-36.4 m) averaging 5.67 g/t gold and 53.31 g/t silver, with a sub-interval of
2.15 meters averaging 89.34 g/t gold and 835.16 g/t silver (true widths
interpreted as 60-75% of reported interval lengths).
39
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Percem Tepe occurs on the east side of the property, and hosts gold-silver
mineralization in two bodies of silicified, brecciated, and veined material
that appear to be gently dipping to the northeast. This style of
mineralization is a distinctive feature of Percem Tepe, in which broad zones
of mineralized breccias and replacement bodies have been encountered. Drill
results include an oxide intercept in AKC-74 starting at 18.2 meters of 101.0
meters averaging 1.25 g/t gold and 7.95 g/t silver (true width interpreted as
65-75% of reported interval length).
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Arap Tepe hosts near-surface oxide gold-silver mineralization developed in
a series of east-west zones of mineralization. Only one of these zones has
been systematically drilled (Zone A), with the other zones presenting upside
exploration opportunities.
The exploration successes at Akarca have led to in-the-ground
investments of over $13 million, mostly by partner companies. In addition to
drilling, 3100 rock and 3200 soil geochemical samples, 74 line-kilometers of
IP-resistivity surveys, more than 11 line kilometers of trench sampling, and a
property-wide gravity survey have been completed. The Akarca property is
currently available for partnership.
Refer to EMX's SEDAR filed Akarca Technical Report and news
releases dated July 19, 2012, January 18, 2013, March 1, 2013, June 20, 2013,
August 22, 2013, January 27, 2014, July 17, 2014, March 2, 2015, and October 30,
2015 for more information on the Akarca exploration results and a description of
the QA and QC measures used for the project.
Sisorta Property
The Sisorta project, located in the Eastern Pontides mineral
belt, is an epithermal gold deposit with an NI 43-101 mineral resource at a 0.4
g/t cutoff of 91,000 indicated gold ounces from 3.17 million tonnes averaging
0.89 g/t, and 212,000 inferred gold ounces from 11.38 million tonnes averaging
0.58 g/t. An overview of the methodology used to estimate the resources are
described in EMXs news release dated June 16, 2009 and in the July 31, 2009
SEDAR filed report titled "Technical Report on the Exploration Results and
Resource Estimates for the Sisorta Property, Sivas Province, Turkey. The three
year trailing average London fix gold price as of July, 2009 was $US 785/troy
ounce.
The Sisorta property had been in a joint venture with project
manager Chesser Resources Ltd. (Chesser) (51%) and EMX (49%) since 2007. In
March 2015, EMX purchased Chesser's interest in the property, and assumed
management of the project.
The principle technical developments subsequent to the Sisorta
technical report resulted from an option granted to Çolakoğlu to buy the Sisorta
property in 2012, but the agreement was terminated in 2013. Çolakoğlu advised
that it completed a 46 hole, 5,500 meter diamond drill program and other work
totaling approximately US$2.5 million in expenditures before terminating its
option. Chesser reported highlights from Çolakoğlus drilling in a June 19, 2013
news release including: a) the best drill intercept to date of 32.4 meters
averaging 8.38 g/t gold and starting from the surface (true width unknown), b)
mineralized drill intercepts outside the current resource that increase the gold
zones lateral extent, and c) porphyry copper-gold targets that remain to be
tested.
As Sisorta is now a 100% controlled asset of EMX, the Company
is evaluating the property's exploration upside, while pursuing partnership
opportunities with third 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 Dedeman in
2006.
EMX understands that since acquiring the property, Dedeman has
completed over 36,000 meters of diamond drilling in addition to re-initiating
underground development at the Hastanetepe deposit in Q1 2015. Hastanetepe is a
moderately dipping, 750 by 450 meter zone that extends from depths of 10-20
meters to 200-300 meters as multiple stacked horizons of lead-zinc-silver
mineralization primarily developed along contacts between limestone and dacitic
intrusions. Dedeman's 2015 development work concentrated on an area of shallow,
high grade mineralization on the northeast margin of Hastanetepe, with a
production shaft and two working levels at 45 and 75 meters below the surface.
Dedeman advised in Q4 2015 that they had produced and stockpiled approximately
6,000 tonnes of run-of-mine material during the year. The first shipments of
material were trucked to Dedeman's mill at Kayseri for test processing.
40
Golcuk Property
The Golcuk copper-silver property is located in the Eastern
Pontides metallogenic belt of northeast Turkey. The mineralization at Golcuk
primarily occurs as stacked, stratabound horizons with disseminated copper and
silver hosted in volcanic units, as well as in localized cross-cutting
fault-controlled veins and stockworks of bornite, chalcopyrite and
chalcocite.
Pasinex Resources Ltd. (Pasinex) (CSE:PSE) signed an
agreement in 2012 granting it an option to acquire a 100% interest in the Golcuk
property for shares and work commitments over a four year period. EMX retains a
2.9% NSR royalty, which Pasinex has the option of buying down to 0.9% within six
years of the agreement date for US$1 million. Pasinexs programs have identified
a number of additional mineralized targets on the property, and their work in
2015 included: a) structural and alteration studies of the copper-silver
mineralized zones, b) 1,000 meters of core drilling in the main target area, and
c) petrologic studies. Pasinex is planning to continue with follow-up
exploration programs in 2016.
Trab-23 Property
The Trab-23 property is located in northeast Turkey. The
project hosts both porphyry gold (copper-molybdenum) mineralization and
epithermal quartz-barite-gold veins.
Tumad executed an option agreement in February 2013 granting it
an option to acquire Trab-23 from EMX. The Trab-23 agreement provided for
in-ground spending requirements, a revenue stream of annual earn-in and
pre-production payments, and a revenue stream based upon production. Tumad's
original drill requirements for 2015 were not met, and Eurasian has accepted a
revision of the agreement requirements to include 3,000 meters of exploration
drilling on or before September 11, 2016.
Alankoy Property
The Alankoy gold-copper property is located in the Biga
Peninsula of northwestern Turkey, in an area noted for recent discoveries
characterized by alunite-rich epithermal alteration and the development of vuggy
silica lithocaps. EMX outlined a six square kilometer area of lithocaps and
quartzalunite and argillic alteration with gold-copper mineralization based
upon geologic mapping, rock and soil sampling, spectral analyses, ground
magnetics, and historic reconnaissance drill results.
An option agreement with Ferrite was executed in December 2013.
Ferrite terminated the option and returned the property to EMX in Q4 2015.
Subsequently, EMX signed an Exploration and Option Agreement
for Alankoy with Black Sea in November 2015. Black Sea has the option to earn a
100% interest in the Alankoy project through work commitments, payments, and
annual advance royalties. EMX will retain an uncapped production royalty of 3%
for gold, silver, and other precious metals, and 2% for all other minerals
produced from the property. The royalty cannot be purchased in advance or
otherwise reduced.
Other Property Interests
EMX has a royalty interest in the Aktutan polymetallic project
sold to Dedeman in 2007 for considerations that also include a 4% uncapped NSR.
The Sofular royalty property, also held by Dedeman, was dropped in Q1 2015 due
to a lack of encouraging exploration results.
Qualified Person
Michael P. Sheehan, CPG, a Qualified Person as defined by NI
43-101 and employee of the Company, has reviewed, verified and approved the
above technical disclosure on Turkey.
Australia and New Zealand
The Company's programs in the Australia and New Zealand region
operated at a reduced expenditure rate during 2015. The Koonenberry gold project
in New South Wales, Australia is being advanced by partner companies under
royalty agreements with EMX. The Sisters copper-cobalt property, also in New
South Wales, was relinquished during 2015 due to a lack of encouraging results.
In Western Australia, EMX's generative work resulted in the submission of
applications for the East Kimberley bedded copper exploration project. In New
Zealand, the Neavesville gold-silver project was advanced with a partner funded
drill program.
41
Koonenberry Property
The Koonenberry gold project is positioned along the
regional-scale Koonenberry fault in southeastern Australia. The distribution of
gold occurrences and gold geochemical anomalies are coincident with prominent
structural features related to the Koonenberry fault. The majority of the
project is under an Exploration and Option Agreement with NQM, whereby NQM can
earn a 100% interest in the subsidiary that holds the EMX licenses, with EMX
retaining a 3% production royalty upon earn-in. During 2015, NQM conducted
geologic studies to identify prospective targets on the property, and
subsequently relinquished lower priority licenses. Also during the year, Arastra
Exploration relinquished their holdings covering portions of the Koonenberry
project not included in the NQM Agreement, with EMX and NQM electing not to
acquire the ground. The Koonenberry project is now covered by 524 square
kilometers of exploration tenements.
Neavesville Property
The Neavesville project consists of a single exploration
permit, totaling over 30 square kilometers, in the Hauraki goldfield of New
Zealand's North Island. EMX acquired Neavesville, which covers a historic JORC
gold-silver resource, on open ground with minimal cost. The property hosts
epithermal gold-silver mineralization that has geologic features similar to
other deposits of the Hauraki goldfield.
The project is under a definitive agreement with L&M giving
L&M the right to acquire the wholly-owned EMX subsidiary that controls the
Neavesville property. The agreement with L&M provides for work obligations,
staged payments, milestone payments based upon JORC reserves, and commercial
production payments, all to the benefit of Eurasian.
An L&M funded three hole (817.2 m) reconnaissance drill
program was conducted in 2015 that intersected alteration and anomalous
gold-silver mineralization projected beneath the historic Ajax underground
workings and open pit. Also in 2015, the Neavesville exploration permits were
amalgamated into a single permit (EP 51767). The permit was renewed for an
additional five year period, and is now valid through April, 2020 pending timely
completion of statutory work programs.
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.
Europe
Scandinavia is a 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. The Company
continued to reduce expenditures in Scandinavia during 2015 while examining ways to
add value and pursue strategic partnerships. In addition to the exploration
properties in Sweden and Norway, EMX also has a royalty interest in northern
Sweden's Viscaria project, as well as a portfolio of royalty interests in Serbia
that includes Reservoir's Cukaru Peki copper-gold discovery.
42
Sweden
Eurasians portfolio in Sweden includes the volcanogenic
massive sulfide ("VMS") projects at Gumsberg and Adak. In 2015, EMX made a
strategic decision to focus its attention on its VMS projects in the Bergslagen
and Skellefteå mining districts in southern and central Sweden,
respectively.
Key exploration projects in Sweden are summarized below:
-
The Gumsberg polymetallic (lead-zinc-silver-copper-gold) VMS property
occurs in the historic Bergslagen District of southern Sweden. In Q1 2015, a
geophysical program was executed that appears to map extensions of known
bodies of mineralization along strike, and has identified new exploration
targets. Follow-up reconnaissance work was conducted during the summer field
season, with additional field work scheduled for early 2016.
-
The Adak project is located in the Skellefteå mining district, and has a
record of historic production from four mining areas that exploited stratiform
to stratabound chalcopyrite-rich VMS mineralization. Multiple additional
exploration targets exist within the project area, including projections of
mineralization down dip and along strike from the historic workings, along
with several undrilled geophysical anomalies.
The Iekelvare project, and portions of the Storåsen and
Sakkek-Pikkujärvi projects were dropped in 2015 due to a lack of encouraging
results. Eurasian closed its office in Kiruna in Q1 2015 to reduce
expenditures.
EMX also holds an effective 0.5% NSR royalty interest in
Avalons Viscaria iron-copper property located in the Kiruna mining district of
northern Sweden. Upon receipt of US$12 million in royalty revenues, the royalty
rate increases to a 1.0% NSR. Avalon conducted ongoing drilling and commenced
ESIA permitting during 2015. In Q4, Avalon completed an updated mineral resource
estimate and "scoping study" based upon a combination open pit and underground
scenario.
Norway
EMX initiated a program in 2014 to evaluate IOCG, VMS, and
other opportunities in Norway, and has since acquired the Burfjord and Tynset
properties by applying for exploration permits on open ground. Burfjord contains
IOCG-type targets in northern Norway, and is marked by numerous small scale
historic mines and prospects, as well as outcropping copper and gold
mineralization that surround the flanks of a 6 kilometer by 4 kilometer
doubly-plunging anticlinal structure. The Tynset project (consolidated from the
Storbekken and Sivilldalen properties) represents a greater than 30 kilometer
trend of VMS-style mineralization near the historic Røros mining district in
southern Norway. The Tynset project encompasses multiple areas of historic mine
workings and exploration prospects, some of which expose gold-rich styles of VMS
mineralization. Little modern exploration has taken place along the trend, with
the last programs being conducted in the mid-1980s.
Also in 2015, EMX evaluated multiple other projects in the
region, decided to drop low priority projects as the licenses expire (i.e.,
Hatt, Vaddas, and Melkedalen), and continued to assess additional project areas
in Norway for acquisition.
43
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 and Deli Jovan, to Reservoir Capital Corp.,
for uncapped NSR royalties of 2% for gold and silver and 1% for all other
metals. Reservoir Capital Corp. later transferred those interests to Reservoir
Minerals Inc. (Reservoir). Subsequently, Eurasian acquired an uncapped
0.5% NSR royalty covering Reservoir's share of minerals and metals mined from
the Brestovac and Jasikovo properties, which along with Brestovac West, are
included in the Timok Project joint venture between Reservoir (45%) and Freeport
(55%).
Brestovac hosts porphyry and epithermal copper-gold
mineralization at the Cukaru Peki deposit. In January 2014, Reservoir announced
an initial NI 43-101 resource estimate for the Cukaru Peki deposits High
Sulphidation Epithermal (HSE) Upper Zone of copper and gold mineralization.
According to Reservoir, the HSE inferred resource above a 1% copper equivalent
(
CuEq% = Cu% + (Au g/t x 0.6))
cut-off was estimated to be 65.3 million
tonnes at an average grade of 2.6% copper and 1.5 grams per tonne (g/t) gold, or
3.5% copper-equivalent, containing 1.7 million tonnes (3.8 billion pounds)
copper and 3.1 million ounces gold or 2.3 million tonnes (5.1 billion pounds)
copper-equivalent. Reservoir announced in a March 2015 that a 2015 budget of US$
18.7 million had been approved by the Timok Project joint venture "to move the
project forward toward the completion of a scoping study". Subsequently,
Reservoir reported Cukaru Peki drill results in Q3 and Q4 2015 from the HSE
Upper Zone, as well as the porphyry style Lower Zone.
44
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.
Haiti
Eurasian and Newmont Ventures Limited (collectively, the JV
or "Joint Venture"), had been exploring a land position along a 130 kilometer
trend of Haitis Massif du Nord mineral belt since 2008, with Newmont funding
and managing the Joint Venture. EMXs 100% controlled Grand Bois gold-copper
project was not subject to the JV with Newmont. The Joint Venture projects with
Newmont and EMXs Grand Bois project had been on care and maintenance status
since 2013, when the Haitian government suspended its Mining Convention process
while it began working on a new mining law with the help of the World Bank.
Haiti's work on the new mining law is ongoing.
EMX sold its Haiti Joint Venture interests in Q4 2015 to
Newmont. The now terminated EMX-Newmont Joint Ventures covered six designated
exploration areas in northern Haiti. Pursuant to the transaction, Newmont
acquired all of EMX's interest in the designated exploration areas on the
following terms:
-
Newmont paid US$4 million (CDN $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.
As a subsequent event in February 2016, EMX sold its 100%
controlled Grand Bois project, which was outside the Joint Ventures with
Newmont, to a privately held Nevada corporation. EMX retained a 0.5% NSR royalty
interest in the Grand Bois project and the right to acquire any properties
proposed to be abandoned or surrendered from the Grand Bois project in the
future.
As a result of these two transactions, all of EMX's interests
in Haiti have now been converted into NSR royalties.
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.
45
Strategic Investments
IG Copper LLC
EMX is a strategic investor in 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 Shelekhovo and Salasinskaya, ~150 kilometers northeast
of Malmyzh, are 100% controlled by IGC and not subject to the joint venture with
Freeport. Eurasian was an early investor in IGC, and is its largest shareholder,
with approximately 42% of the issued and outstanding shares (37% equity position
on a fully-diluted basis) from investments totaling US$7.8 million. EMX's
investment in IGC and the Malmyzh project is material to the Company.
Malmyzh Project
Malmyzh is a grassroots, district-scale discovery with 14
porphyry copper-gold centers identified within a 16 by 5 kilometer intrusive
corridor. The project, which occurs 220 kilometers northeast of the Russia-China
border at Khabarovsk, has excellent logistics and available infrastructure,
including high voltage power lines, a natural gas pipeline, a paved national
highway, the Amur River, and a rail line that are all nearby to the property.
The propertys 152.8 square kilometers (15,280 hectares) of
exploration and mining licenses consist of: 1) HAB 02018 granted 9/18/2006 and
expiring 12/31/2026, and 2) HAB 02334 granted 7/23/2010 and expiring 12/31/2030.
A 2015 addition to the property position consisted of the "Malmyzh Flanks"
exploration license (HAB 02746 BP) granted 10/26/2015, expiring 12/31/2022, and
covering 74.1 square kilometers (7,410 hectares). This new Malmyzh license
expanded the land position for a total of 226.9 square kilometers (22,690
hectares), and includes additional areas for potential project development as
well as extensions to known exploration targets. IGC advises that the terms for
the licenses can be granted extensions.
Copper-gold mineralization occurs in diorite porphyry
intrusives, as well as in hornfels-altered and stockworked sedimentary wall
rocks, and consists of near-surface zones (i.e., within 1 to 50 meters of the
surface) of variable chalcocite enrichment grading into chalcopyrite-rich and
chalcopyrite-bornite-magnetite mineralization to depth. The extent of the
porphyry copper-gold mineralized systems has not been fully determined within
the Malmyzh district. Much of the property has more than 15 meters of cover and
is undrilled, thereby providing exploration upside potential for additional
discoveries.
Project drilling totals about 70,500 meters in over 211 core
holes, with the majority of the drilling (~55,000 m) concentrated on defining
the Valley, Central, Freedom (Southeast), and Flats deposits at nominal 200 by
200 meter centers, and generally to less than 500 meters depth. Based on the
project drilling, Wardell Armstrong International (WAI) provided a statement
of inferred resources for these four deposits under NI 43-101 and CIM definition
standards. The open pit constrained 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. Copper equivalent
(CuEq) was calculated as Cu% + (Au g/t * 0.5) based on assumed prices of
$3.25/lb Cu and $1400/oz Au, with recoveries of 90% for Cu and 70% for Au.
46
The copper-gold mineralization in the Valley, Central, Freedom
(Southeast), and Flats resource deposits have favorable open-pit geometries with
potentially low stripping ratios. See EMX's May 26, 2015 news release and SEDAR
filed technical 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 for
more information on the exploration results, QA/QC procedures, and methodology
used to estimate the Malmyzh inferred resources. All four resource deposits are
open at depth (> 350-600 m), and importantly, there are zones of shallow,
higher grade copper-gold mineralization at the Valley and Freedom (SE) deposits,
and high grade below the resource pit at Central. Furthermore, there is higher
grade copper-gold mineralization at the Freedom (NW) prospect not currently
included in the Malmyzh inferred resource estimate due to the need for in-fill
drilling.
IGC advised that the Malmyzh joint venture had also advanced
Malmyzh in 2015 by receiving approval of the official on balance C1+C2
reserves from the GKZ (State Reserves Committee), the government agency
authorized to approve resources and reserves in the Russian Federation, and that
the required project report (i.e. the "TEO of Temporary Conditions") had been
accepted. The Malmyzh official government approved reserves were estimated
according to the rules and regulations of the Russian Federation, and are not
the same as reserves under NI 43-101. The GKZ official reserves have now been
listed and added to the State Balance of Reserves. IGC has also advised that
the prospecting phase of the Malmyzh exploration and mining licenses were
successfully completed.
The Company understands the Joint Venture has filed documents
to continue to the advanced exploration and mining phase ("TEO of Permanent
Conditions") of the project's development as required for strategically
significant deposits in the Russian Federation. IGC has informed EMX that the
process is moving forward at a steady pace. Government support for IGC and the
Joint Venture is underscored by the recent award of a "Certificate of First
Discovery" for the Malmyzh project. This important acknowledgement officially
recognizes the Joint Venture's sole responsibility for an important grassroots
discovery and serves to further underpin support for achieving government
approvals. This recognition is complemented by the "Explorer of the Year" award
received at the 2015 MINEX Forum in Moscow.
Overall, the Russian government strongly supports mining
investment and development in their Far East Krais (administrative regions), as
evidenced by tax incentives and IGC's recent agreement with the Far East
Development Fund to facilitate high-level investments from across the Russian
Federation and Asia. Taken together, IGC is encouraged by, and appreciative of,
these strong measures of support for advancing a project recognized as an
exceptional asset with world-class potential.
Eurasian is an investor in IGC, and as a result there are no
direct holding costs to the Company, and no underlying agreements or royalties.
Notwithstanding, IGC advises that the required payments to keep the Malmyzh
property in good standing are nominal, consisting of "subsoil usage license
fees" and "rental" fees for forested areas that total approximately US$30,000 to
$50,000 per year. Regarding the joint venture agreement, IGC and FMEC fund at
their respective level of ownership interest, or dilute. Should either company
dilute to less than a 10% interest, remaining ownership is converted to a
US$0.005 (one-half cent) per pound copper equivalent reserve payment, which
remains in effect through the life of mine. Freeport retains no claw-back or NSR
provisions.
As IGC continues to advance Malmyzh, several companies have
expressed interest in the project.
Shelekhovo and Salasinskaya Projects
IGC also has 100% control of the 390 square kilometer
Shelekhovo property (also known as Shelekhovskaya), and the nearby 260 square
kilometer Salasinskaya property. At Shelekhovo, historic government exploration
surveys identified multiple occurrences of gold, silver, and copper associated
with quartz veining and alunite. IGC conducted reconnaissance field mapping and
geochemical sampling at Shelekhovo during 2015. Salasinskaya is considered to be
the northern extension of the Shelekhovo anomaly cluster, and is marked by the
widespread occurrence of quartz-alunite alteration. The regional geology has
been mapped as Cretaceous-age sedimentary sequences intruded by granitic and
granodioritic rocks. Both properties occur approximately 150 kilometers along
trend to the northeast of Malmyzh. Together, the Malmyzh, Salasinskaya, and
Shelekhovo properties cover approximately 877 square kilometers of exploration
ground occurring along a ~200 kilometer belt of prospective Cretaceous-age arc
terrane rocks.
Further discussion of IGCs exploration results and EMXs due
diligence data verification and QA and QC procedures can be found in the
Companys May 26, November 4, and December 10, 2015 news releases, as well as in
the SEDAR filed Malmyzh Technical Report with an effective date of May 1, 2015.
47
Revelo Resources Corp.
EMX has a strategic investment in Revelo Resources Corp.
("Revelo") (TSX-V:RVL), 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. The
portfolio is comprised of exploration projects prospective for copper, gold and
silver, including the Montezuma project under JV agreement with a subsidiary of
Newmont Mining Corp. Revelo also retains a 2% royalty interest in the Victoria
Project, an important copper-gold-silver exploration project in northern Chile.
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.
Geothermal Royalties
EMX initiated a geothermal energy program in 2010, and acquired
assets in Slovakia and Peru. Eurasian subsequently sold its geothermal assets in
2013 to SGL for cash payments, an equity position in SGL, and gross royalties of
1.0% in Slovakia and 0.5% in Peru from future geothermal energy production.
Slovakia
EMXs geothermal royalty properties in Slovakia are located in
the Ziar Basin of west-central Slovakia, as well as in the eastern part of the
country, including the Pannonian Basin. SGL advises that its 2015 work included
identifying drilling sites and ongoing resource reviews. Eurasian understands
that SGL is actively discussing project financing and power purchasing
agreements with various third parties in Europe to fund pre and early stage
drilling activities.
Peru
EMX has royalties on SGL geothermal licenses that occur in
prospective regions of Perus Western and Eastern Cordillera. SGL advises that a
lack of available transmission capacity is delaying the growth of the Peruvian
geothermal industry. SGL states that it is optimistic the current environment
will improve over time.
ITEM 4A. UNRESOLVED STAFF COMMENTS
--- No Disclosure Necessary ---
ITEM 5. OPERATING AND FINANCIAL REVIEW AND
PROSPECTS
Years Ended December 31, 2015, 2014 and 2013
GENERAL
This discussion and analysis of financial position and results
of operations is prepared as at March 24, 2016 and should be read in conjunction
with the audited annual consolidated financial statements of the Company for the
years ended December 31, 2015, 2014 and 2013 and the related notes thereto.
Those consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued
by the International Accounting Standards Board (IASB) and interpretations of
the International Financial Reporting Interpretations Committee (IFRIC).
Eurasian and its subsidiaries are engaged in the acquisition,
exploration and evaluation of mineral assets in Turkey, Haiti, Europe, USA and
the Asia Pacific region, and the investment in a royalty income stream in
Nevada, USA. The Companys common shares are listed on the TSX-V under the
symbol of EMX and on the NYSE MKT under the symbol of EMXX. The Companys
head office is located at 501 - 543 Granville Street, Vancouver, British
Columbia, Canada V6C 1X8.
These consolidated financial statements have been prepared
using 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.
48
On August 17, 2012, the Company and its wholly-owned
subsidiary, EMX (Utah) Corp. completed an Agreement and Plan of Acquisition with
Bullion Monarch whereby the Company acquired 100% of the issued and outstanding
shares of Bullion Monarch.
The Companys working capital position at December 31, 2015
was $5,787,109. With its current plans for the year and the budgets
associated with those plans, in order to continue funding its administrative and
exploration expenditures from the date of this Form 20-F, the Company will need
to obtain additional cash and anticipates either financing or selling one or
more of its assets.
Some of the Companys 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, the holder of a royalty income stream whose functional currency is the
United States dollar.
DESCRIPTION OF BUSINESS
Eurasian is a Tier 1 company that trades on the TSX Venture and
the NYSE MKT exchanges. It is principally in the business of exploring for, and
generating royalties from, metals and minerals properties. The Companys royalty
and exploration portfolio mainly consists of properties in North America,
Turkey, Europe, Haiti, Australia, and New Zealand. The Company started receiving
royalty income as of August 17, 2012 when it acquired Bullion Monarch Mining,
Inc. (Bullion or BULM). This royalty cash flow helps to provide a foundation
for supporting the Companys growth over the long term.
Eurasian operates as a royalty and prospect generator. 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 advanced royalty and
other cash or share payments. Through its various agreements, Eurasian also
provides technical and commercial assistance to partner companies as the
projects are advanced. By optioning interests in its projects to third parties
for a royalty interest, Eurasian a) reduces its exposure to the costs and risks
associated with mineral exploration and project development, while b)
maintaining the opportunity to participate in early-stage exploration upside,
and c) developing a pipeline for potential production royalty payments and
associated "brownfields" discoveries in the future. This approach helps preserve
the Companys treasury, which can be utilized for project acquisitions and other
business objectives.
Strategic investments are an important complement to the
Companys 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.
EXPLORATION REVIEW
PROPERTY OVERVIEW
LEEVILLE & OTHER CARLIN TREND ROYALTY PROPERTIES
A material EMX asset is the Leeville royalty property acquired
in the 2012 Bullion Monarch merger that covers portions of Newmont Mining
Corporations Leeville, Turf, and Four Corners underground gold mining
operations in the Northern Carlin Trend. The Leeville 1% gross smelter return
royalty paid approximately US$1.26 million during the 12 months ending December
31, 2015. The royalty totaled 1,096 troy ounces of gold principally sourced from
the Leeville mine, with minor contributions from other Newmont operations. The
average realized gold price was US$1,160 per troy ounce. Newmonts Turf Vent
Shaft Project was commissioned in November 2015. Newmont has stated that the
project will provide the ventilation required to increase production, and
unlock additional resources at greater Leeville (see Newmont Mining Corps
10-K and 10-Q filings for 2014 and 2015). As understood by the Company, "greater
Leeville" includes portions of EMXs royalty property, and the Turf Vent Shaft
Project as described by Newmont may potentially have a positive impact on the Leeville royalty. However, the Company does not have access
to the information from Newmont in order to confidently assess what, if any,
that impact may be. In addition, Newmont has delineated a trend of
sediment-hosted gold mineralization that extends southeast from the Leeville
underground mining complex and across EMX's Leeville royalty property that
covers portions of the Rita K and Full House exploration projects. These Newmont
exploration successes underscore the prospectivity of the Leeville royalty
property.
49
Further Carlin Trend exploration upside is provided by EMXs
Maggie Creek South 3% NSR and Maggie Creek 2% NSR royalty properties. The Maggie
Creek South royalty property, acquired in the 2012 merger with Bullion Monarch,
occurs on the southeast projection of the Good Hope fault trend, which has an
alignment of deposits along its length including Mike, Tusc, Mac, and Gold
Quarry. The Maggie Creek royalty property, acquired from Golden Predator as a
subsequent event in March 2016, occurs along the northeast projection of the
Gold Quarry fault zone, which is an important mineralizing control at the Gold
Quarry mine. These two properties collectively cover approximately 4.8 square
miles of prospective ground within about a mile of Newmonts Gold Quarry open
pit mining operation.
NORTH AMERICA
Eurasians portfolio in North America is comprised of 32
properties and includes porphyry copper-molybdenum, porphyry copper-gold,
Carlin-type gold, and gold-silver vein projects in Arizona, Nevada, Utah,
Wyoming, and Oregon. The portfolio is advanced through Eurasians wholly-owned
subsidiary Bronco Creek, with thirteen of the properties under partnership with
third parties. Six of the partnered properties are EMX royalty properties,
including the Northern Carlin Trend's Leeville royalty (see Leeville and Other
Carlin Trend Royalties section), and seven of the partnered properties are
exploration projects under option agreements that include an EMX retained
royalty interest. The remaining 19 exploration projects are available for
partnership.
The Companys 2015 work focused on advancing partner funded
projects, executing new agreements for available EMX projects, identifying key
royalty assets for purchase, generative exploration, business development, and
balancing the portfolio by acquiring new properties on open ground while
dropping low priority projects as summarized below.
-
As a subsequent event in March 2016, the Company executed a purchase
agreement for NSR royalty interests on the Maggie Creek (2% NSR on precious
metals and 1% NSR royalty on all other minerals) and Afgan (1% NSR royalty)
gold properties from Golden Predator. Eurasian acquired the royalties by
issuing 250,000 EMX shares to Golden Predator as consideration for the
purchase. The Maggie Creek property is located north-northeast of Newmont's
Gold Quarry open pit operations on the Carlin Trend, and the Afgan property
occurs on the Battle Mountain -Eureka Trend. The addition of these two royalty
assets strengthens EMX's growing Nevada gold portfolio.
-
EMX executed an Exploration and Option to Purchase Agreement with
Kennecott, for the Superior West copper- molybdenum project near Superior,
Arizona. Kennecott may earn a 100% interest in the project by completing US$5
.5 million in exploration expenditures and making cash payments totaling
US$1,149,187, after which EMX will retain a 2% NSR in addition to AMR and
certain project milestone payments. During Q3 and Q4, EMX conducted partner
funded geologic mapping, geochemical sampling, geophysical surveying, and
drill permitting work programs on the project.
-
A second Exploration and Option to Purchase Agreement with Kennecott was
executed for the Aguila de Cobre copper project in Arizona. Kennecott may earn
a 100% interest in the project by completing US$4 million in exploration
expenditures and making cash payments totaling US$225,000 over a four year
period, after which EMX will retain a 2% NSR in addition to AMR and certain
project milestone payments.
-
An Exploration and Option Agreement was executed for the Hardshell Skarn
project with Arizona Minerals Inc.,. AZ Minerals can earn a 100% interest in
the Hardshell Skarn project by making cash payments totaling US$85,000, and
upon exercise of the option EMX will retain a 2% NSR royalty and receive
annual advanced royalty payments. The EMX royalty is not capped and not
subject to buy-down.
-
The Yerington West joint venture property, located in the Yerington mining
district of west-central Nevada, is partnered with Entrée Gold Inc. The
project hosts porphyry copper-molybdenum and copper-iron skarn targets beneath
cover rocks. Entrée continued their work on the adjacent Ann Mason property,
including an updated PEA study. EMX has a 100% interest in the Yerington West
project until Entrée completes its initial earn-in requirements.
-
The Copper King and Red Top properties are Arizona porphyry
copper-molybdenum projects covered by two separate Option Purchase Agreements
with Desert Star whereby Desert Star can acquire a 100% interest in each of
the projects for cash, shares, and work commitments, after which EMX will
retain a 2.5% NSR royalty. EMX assisted Desert Star with permitting in
preparation for reconnaissance drill programs anticipated in 2016. A third
Arizona copper property optioned to Desert Star, Copper Springs, returned to
100% Eurasian control after Desert Star elected to terminate its option for
the property in Q1 2015.
50
-
In Q3, Savant terminated 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
available for partnership.
-
Generative work focused on gold opportunities in the Great Basin and
porphyry copper targets in Arizona. EMX acquired the Golden Sunrise and other
gold projects in Nevada by staking open ground. In addition, a new sediment-
hosted copper exploration program led by consulting geologist Dr. Jon Thorson
was initiated.
-
Eurasian elected to drop the Frazier Creek and Rush Basin projects due to a
lack of encouraging exploration results.
EMX is encouraged by the funding committed to advance the
partnered projects, as well as third party interest in the available copper and
gold properties and new opportunities identified by 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.
TURKEY
Eurasian holds mineral property interests in Turkeys Western
Anatolia and Eastern Pontides mineral belts. These properties include bulk
tonnage gold, gold-silver vein, polymetallic carbonate replacement, and porphyry
gold-copper targets. Five of the seven EMX projects in Turkey are being advanced
by partner companies, with two royalty properties (Balya and Aktutan) and three
properties optioned for a retained royalty interest (Alankoy, Golcuk and
Trab-23). The remaining two properties, the Akarca epithermal gold-silver
project and Sisorta epithermal gold project, are 100% controlled by Eurasian and
currently available for sale or partnership.
Akarca Property
The Akarca Property is a 2006 Eurasian grassroots exploration
discovery in Turkeys Western Anatolia region. EMX regained 100% control of
Akarca after Çolakoglu advised EMX that it would not exercise its option to
acquire the project. The Akarca agreement with Çolakoğlu required an up-front
payment of US$250,000 and drilling of at least 5,000 meters by the end of the
first year (2014). Both of these conditions were met. In January, 2015 Eurasian
granted Çolakoğlu a six month extension from February 2015 to exercise its
option. As a condition of this extension, Çolakoğlu paid EMX US$100,000
(non-refundable) from the total US$500,000 payment required to exercise the
option. Overall, Çolakoğlu paid a total of US$350,000 to EMX, and conducted
substantial drilling, trenching, geological mapping, geochemical sampling, and
technical studies. Akarca is now available for sale or partnership, and EMX is
engaged in discussions with several interested parties.
The Akarca project area currently has six drill defined zones
of epithermal gold-silver oxide mineralization. Further, there are several
additional mineralized zones identified from reconnaissance level drilling and
surface sampling. Since its discovery, 245 core and reverse circulation holes
totaling about 26,400 meters have been drilled at the Akarca project. As
exploration continues, it is clear that the continuity of the near-surface oxide
zones of higher grade vein and disseminated styles of mineralization are being
successfully defined at a 25 to 50 meter drill spacing. Furthermore, ongoing
reconnaissance and step-out drilling is demonstrating potential for new
discoveries within broad areas mineralized by the gold-silver epithermal
system(s) at Akarca. Exploration successes at Akarca since 2006 have led to
in-the-ground investments of over US$13 million, mostly by partner companies.
Sisorta Property
The Sisorta project, located in the Eastern Pontides mineral
belt, is an epithermal gold deposit with an NI 43-101 mineral resource at a 0.4
g/t cutoff of 91,000 indicated gold ounces from 3.17 million tonnes averaging
0.89 g/t, and 212,000 inferred gold ounces from 11.38 million tonnes averaging
0.58 g/t. An overview of the methodology used to estimate the resources are
described in EMXs news release dated June 16, 2009 and in the July 31, 2009
SEDAR filed report titled "Technical Report on the Exploration Results and
Resource Estimates for the Sisorta Property, Sivas Province, Turkey. The three
year trailing average London fix gold price as of July, 2009 was $US 785/troy
ounce. The principle technical developments subsequent to the Sisorta technical
report included a 46 hole, 5,500 meter diamond drill program and other work
totaling approximately US$2.5 million in partner funded expenditures.
The Sisorta property had been in a joint venture with project
manager Chesser Resources Ltd. (Chesser) (51%) and EMX (49%) since 2007. In
March 2015, EMX purchased Chesser's interest in the property, and assumed
management of the project. As Sisorta is now a 100% controlled asset of EMX, the
Company is evaluating the property's exploration upside, while pursuing
partnership opportunities with third parties.
51
Balya Royalty Property
The Balya royalty property is located in the historic Balya
lead-zinc-silver mining district in northwestern Turkey. EMX holds an uncapped
4% NSR royalty that it retained from the sale of the property to private Turkish
mining company Dedeman Madencilik San ve Tic. A.S. in 2006. EMX understands that
since acquiring the property, Dedeman has completed over 36,000 meters of
diamond drilling in addition to re-initiating underground development at the
Hastanetepe deposit in Q1 2015. The first shipments of material were trucked to
Dedeman's mill at Kayseri for test processing in Q4.
Other Property Interests
Eurasian has option agreements that include retained royalty
interests for the Golcuk, Trab-23, and Alankoy exploration properties:
-
The Golcuk copper-silver property is located in northeast Turkey. Pasinex
Resources Ltd. signed an agreement in 2012 granting it an option to acquire a
100% interest in the Golcuk property for shares and work commitments over a
four year period, with EMX retaining a 2.9% NSR royalty interest. Pasinexs
exploration programs have identified a number of additional mineralized
targets on the property, and their work in 2015 included: a) structural and
alteration studies of the copper-silver mineralized zones, b) 1,000 meters of
core drilling in the main target area, and c) petrologic studies. Pasinex is
planning to continue with follow-up exploration programs in 2016.
-
The Trab-23 property hosts both porphyry gold (copper-molybdenum)
mineralization and epithermal quartz-barite-gold veins. Tumad executed an
option agreement (the Agreement) in 2013 granting it an option to acquire
Trab-23 for in- ground spending requirements, annual earn-in and
pre-production payments, and payments based upon production. Tumad's original
drill requirements for 2015 were not met, and Eurasian has accepted a revision
of the Agreement requirements to include 3,000 meters of exploration drilling
on or before September 11, 2016.
-
The Alankoy gold-copper property is located in the Biga Peninsula of
northwestern Turkey. An option agreement with Ferrite was executed in December
2013. Ferrite terminated the option and returned the property to EMX in Q4
2015. Subsequently, EMX signed an Exploration and Option Agreement for Alankoy
with Black Sea in November 2015. Black Sea has the option to earn a 100%
interest in the project through work commitments, payments, and annual advance
royalties. EMX will retain an uncapped production royalty of 3% for gold,
silver, and other precious metals, and 2% for all other minerals produced from
the property.
-
EMX has a royalty interest in the Aktutan polymetallic project sold to
Dedeman in 2007 for considerations that also include a 4% uncapped NSR. No
work was reported by Dedeman for 2015.
-
The Sofular royalty property, also held by Dedeman, was dropped in Q1 2015
due to a lack of encouraging exploration results.
Qualified Person
Michael P. Sheehan, CPG, a Qualified Person as defined by NI
43-101 and employee of the Company, has reviewed, verified and approved the
above technical disclosure on Turkey.
AUSTRALIA AND NEW ZEALAND
The Company's programs in Australia and New Zealand operated at
a reduced expenditure rate during 2015. The Koonenberry gold project in New
South Wales, Australia is being advanced by partner companies under royalty
agreements with EMX. The Sisters copper-cobalt property, also in New South
Wales, was relinquished during 2015 due to a lack of encouraging results. In
Western Australia, EMX's generative work resulted in the submission of
applications for the East Kimberley sediment-hosted copper exploration project.
In New Zealand, the Neavesville gold-silver project was advanced by a partner
funded drill program.
Koonenberry Property
The Koonenberry gold project is positioned along the
regional-scale Koonenberry fault in southeastern Australia. The distribution of
gold occurrences and gold geochemical anomalies are coincident with prominent
structural features related to the Koonenberry fault. The majority of the
project is under an Exploration and Option Agreement with North Queensland
Mining Pty Ltd., a privately-held Australian company, whereby NQM can earn a
100% interest in the subsidiary that holds the EMX licenses, with EMX retaining
a 3% production royalty upon earn-in. During 2015, NQM conducted geologic studies to identify prospective targets on the property, and
subsequently relinquished lower priority licenses. Also during the year, Arastra
Exploration relinquished their holdings covering portions of the Koonenberry
project not included in the NQM Agreement, with EMX and NQM electing not to
acquire the ground. The Koonenberry project is now covered by 524 square
kilometers of exploration tenements.
52
Neavesville Property
The Neavesville project consists of a single exploration
permit, totaling over 30 square kilometers, in the Hauraki goldfield of New
Zealand's North Island. EMX acquired Neavesville, which covers a historic JORC
gold-silver resource, on open ground with minimal cost. The property hosts
epithermal gold-silver mineralization that has geologic features similar to
other deposits of the Hauraki goldfield.
The project is under a definitive agreement with L&M giving
L&M the right to acquire the wholly-owned EMX subsidiary that controls the
Neavesville property. The agreement with L&M provides for work obligations,
staged payments, milestone payments based upon JORC reserves, and commercial
production payments, all to the benefit of Eurasian.
An L&M funded three hole (817.2 m) reconnaissance drill
program was conducted in 2015 that intersected alteration and anomalous
gold-silver mineralization projected beneath the historic Ajax underground
workings and open pit. Also in 2015, the Neavesville exploration permits were
amalgamated into a single permit (EP 51767). The permit was renewed for an
additional five year period, and is now valid through April, 2020 pending timely
completion of statutory work programs.
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.
EUROPE
Scandinavia is a 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. The Company
continued to reduce expenditures in Scandinavia during 2015 while examining ways
to add value and pursuing strategic partnerships. In addition to the exploration
properties in Sweden and Norway, EMX also maintains a royalty interest in
northern Sweden's Viscaria project, as well as a portfolio of royalty interests
in Serbia that includes Reservoir's Cukaru Peki copper-gold discovery.
Sweden
Eurasians portfolio in Sweden includes the VMS projects at
Gumsberg and Adak. In 2015, EMX made a strategic decision to focus its attention
on its VMS projects in the Bergslagen and Skellefteå mining districts in
southern and central Sweden. Key projects are summarized below:
-
The Gumsberg polymetallic (lead-zinc-silver-copper-gold) VMS property
occurs in the historic Bergslagen District of southern Sweden. In Q1 2015, a
geophysical program was executed that appears to map extensions of known
bodies of mineralization along strike, and has identified new exploration
targets. Follow-up reconnaissance work was conducted during the summer field
season, with additional field work scheduled for early 2016.
-
The Adak project is located in the Skellefteå mining district, and has a
record of historic production from four mining areas that exploited stratiform
to stratabound chalcopyrite-rich VMS mineralization. Multiple additional
exploration targets exist within the project area including projections of
mineralization down dip and along strike from the historic workings, along
with several undrilled geophysical anomalies.
The Iekelvare project, and portions of the Storåsen and
Sakkek-Pikkujärvi projects were dropped in 2015 due to a lack of encouraging
results. Eurasian closed its office in Kiruna in Q1 2015 to reduce
expenditures.
EMX also holds an effective 0.5% NSR royalty interest in Avalon
Minerals Ltd.'s Viscaria iron-copper property located in the Kiruna mining
district of northern Sweden. Upon receipt of US$12 million in royalty revenues,
the royalty rate increases to a 1.0% NSR. Avalon conducted ongoing drilling and
commenced ESIA permitting during 2015. In Q4, Avalon completed an updated
mineral resource estimate and "scoping study" based upon a combination open pit
and underground scenario.
Norway
EMX initiated a program in 2014 to evaluate IOCG, VMS, and
other opportunities in Norway, and has since acquired the Burfjord and Tynset
properties by applying for exploration permits on open ground. Burfjord contains
IOCG-type targets in northern Norway, and is marked by numerous historic mines and
prospects, as well as outcropping copper and gold mineralization that surround
the flanks of a 6 kilometer by 4 kilometer doubly-plunging anticlinal structure.
The Tynset project represents a greater than 30 kilometer trend of VMS-style
mineralization near the historic Røros mining district in southern Norway. The
Tynset project encompasses multiple areas of historic mine workings and
exploration prospects, some of which expose gold-rich styles of VMS
mineralization. Little modern exploration has taken place along the trend, with
the last programs being conducted in the mid-1980s. In 2015, EMX evaluated
multiple other projects in the region, dropped low priority projects, and
continued to assess additional project areas in Norway for acquisition.
53
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 and Deli Jovan, to Reservoir Capital Corp.,
for uncapped NSR royalties of 2% for gold and silver and 1% for all other
metals. Reservoir Capital Corp. later transferred those interests to Reservoir
Minerals Inc. (Reservoir). Subsequently, Eurasian acquired an uncapped 0.5%
NSR royalty covering Reservoir's share of minerals and metals mined from the
Brestovac and Jasikovo properties, which along with Brestovac West, are included
in the Timok Project joint venture between Reservoir (45%) and Freeport
(55%).
Brestovac hosts porphyry and epithermal copper-gold
mineralization at the Cukaru Peki deposit. In January 2014, Reservoir announced
an initial NI 43-101 resource estimate for the Cukaru Peki deposits Upper Zone
High Sulphidation Epithermal (HSE) of copper and gold mineralization (see
Reservoir news release dated January 27, 2014). According to Reservoir, the
Upper Zone HSE inferred resource above a 1% copper equivalent (
CuEq% = Cu% +
(Au g/t x 0.6))
cut-off was estimated to be 65.3 million tonnes at an
average grade of 2.6% copper and 1.5 grams per tonne (g/t) gold, or 3.5%
copper-equivalent, containing 1.7 million tonnes (3.8 billion pounds) copper and
3.1 million ounces gold or 2.3 million tonnes (5.1 billion pounds)
copper-equivalent. Reservoir announced in a March 12, 2015 news release that a
budget had been approved by the Timok Project joint venture "to move the project
forward toward the completion of a scoping study". As well, Reservoir announced
further "high-grade" copper-gold drill intercepts in Q3 and Q4, including 179
meters (556-735 m) averaging 10.75% copper and 10.86 g/t gold (estimated true
thickness 84 m) and 186 meters (466-652 m) averaging 8.02% copper and 4.44 g/t
gold (estimated true thickness 170.4 m) from ongoing exploration.
EMX's Timok Project royalty properties add strategic upside
potential for Eurasian in one of the richest copper-gold mineral belts in
Europe.
Qualified Person
Eric P. Jensen, CPG, a Qualified Person as defined by NI 43-101
and employee of the Company, has reviewed, verified and approved the above
technical disclosure on Europe.
HAITI
EMX sold its Haiti Joint Venture interests in Q4 to partner
Newmont Ventures Limited, a wholly owned subsidiary of Newmont. The now
terminated Joint Ventures covered six designated exploration areas along a 130
kilometer trend of northern Haiti's Massif du Nord mineral belt. Pursuant to the
transaction, 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.
As a subsequent event in February 2016, EMX sold its 100%
controlled Grand Bois gold-copper project, which was outside the Joint Ventures
with Newmont, to a private Nevada corporation. EMX retained a 0.5% NSR royalty
interest in the Grand Bois project and the right to acquire any properties
proposed to be abandoned or surrendered from the Grand Bois project in the
future.
As a result of these two transactions, all of EMX's interests
in Haiti have now been converted into NSR royalties.
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.
54
STRATEGIC INVESTMENTS
IG Copper LLC
EMX is a strategic investor in 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, 150 kilometers
northeast of Malmyzh, are 100% controlled by IGC and not subject to the joint
venture with Freeport. Eurasian was an early investor in IGC, and is its largest
shareholder, with approximately 42% of the issued and outstanding shares (36%
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 available infrastructure, and
is located 220 kilometers northeast of the Russia-China border at Khabarovsk.
There were a number of significant advancements at Malmyzh during 2015:
-
WAI provided a statement of inferred resources for the Malmyzh project
under NI 43-101 and CIM definition standards. The open pit constrained
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 *. See EMX's May 26, 2015 news release and SEDAR
filed technical 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 for more information on the CuEq calculation, exploration results,
QA/QC procedures, and methodology used to estimate the Malmyzh inferred
resources.
-
IGC advised that Russian Federation GKZ reserves had been added to the
"state balance", and as a result the prospecting phase for Malmyzh had been
completed. The Malmyzh official GKZ approved reserves were estimated
according to the rules and regulations of the Russian Federation, and are not
the same as reserves under NI 43 -101.
-
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 2015 MINEX Forum in Moscow.
-
IGC advised that the "Malmyzh Flanks" exploration license was granted. This
new license expanded the Malmyzh land position for a total of 226.9 square
kilometers, and includes additional areas for potential project infrastructure
as well as extensions to known exploration targets.
-
The Joint Venture is proceeding with acquiring project approvals to
continue with the advanced exploration and mining phase of development as
required for strategically significant deposits in the Russian Federation.
IGC has informed
EMX that the process is moving forward at a steady pace.
Overall, the Russian government strongly supports mining
investment and development in their Far East Krais (administrative regions). IGC
is encouraged by, and appreciative of, the strong measures of support for
advancing a project recognized as an exceptional asset with world-class
potential.
* Copper equivalent calculated as CuEq = Cu% + (Au g/t *
0.5), based on assumed prices of $3.25/lb Cu and $1400/oz Au, with recoveries of
90% for Cu and 70% for Au.
Revelo Resources Corp.
EMX has a strategic investment in Revelo. Revelo controls
approximately 350,000 hectares of 100% owned exploration tenements. The
portfolio is comprised of exploration projects prospective for copper, gold and
silver, including the Montezuma project under JV agreement with a subsidiary of
Newmont Mining Corp. Revelo also retains a 2% royalty interest in the Victoria
Project, an important copper-gold-silver exploration project in northern Chile.
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.
GEOTHERMAL ROYALTIES
EMX initiated a geothermal energy program in 2010, and acquired
assets in Slovakia and Peru. Eurasian subsequently sold its geothermal assets in
2013 to SGL for cash payments, an equity position in SGL, and gross royalties of
1.0% in Slovakia and 0.5% in Peru from future geothermal energy production.
EMXs geothermal royalty properties in Slovakia are located in the Ziar Basin of
west-central Slovakia and in the eastern part of the country, including the
Pannonian Basin. SGL advises that 2015's Slovakia work included identifying
drilling sites and ongoing resource reviews. EMX also has royalties on SGL
geothermal licenses that occur in prospective regions of Perus Western and
Eastern Cordillera. SGL advises that the lack of available transmission capacity
is currently delaying the growth of the Peruvian geothermal industry.
55
Operating Results
Year Ended December 31, 2015, 2014 and 2013
The net loss for the year ended December 31, 2015 (FY15) was
$6,875,857 compared to $17,448,041 for the prior year
(FY14) and $13,982,612 for the year ended December 31, 2013
(FY13). The loss for FY15 was made up of a net royalty loss of $187,773 (2014
income $801,836; 2013 income $1,280,997) after depletion and related tax,
net exploration expenditures of $4,364,675 (2014 - $5,022,658; 2013 -
$3,819,107), general and administrative expenditures of $3,535,534 (2014 -
$4,460,797; 2013 - $5,142,738) and other losses totaling $2,219,105 (2014
$12,122,893, 2013 $8,694,709) offset by a deferred income tax recovery of
$3,431,230 (2014 - $3,356,471; 2013 - $2,392,945). Included in other losses was
$3,973,699 (2014 - $7,371,765; 2013 - $4,765,511) in impairment charges related
to the Carlin Trend Royalty Claim Block and related assets, and a gain on the
sale of exploration and evaluation assets of $5,393,305 compared to a loss of
$154,533 in the prior year, and a gain of $205,940 in FY13. Some items to note
are:
Revenues
In FY15, royalty income was earned for 1,096 (2014 1,578;
2013 - 1,912) ounces of gold totaling $1,609,553 (2014 - $2,247,334; 2013 -
$3,102,888) offset by gold tax and depletion of $1,797,326 (2014 - $1,445,498;
2013 - $1,821,891) for net royalty loss of $187,773 (2014 income $801,836,
2013 income $1,280,997). The decrease in royalty income was mainly due to a
decrease in ounces produced and a lower realized gold price per ounce in the
current period. In FY15 the average realized gold price was US$1,160 per ounce
compared to US$1,263 for 2014, and US$1,490 for 2013.
Exploration Expenditures
Exploration expenditures (gross) decreased by $1,952,202 in
FY15 compared to FY14, and decreased by $1,715,398 in FY14 compared to FY13.
Recoveries decreased by $1,294,219 in FY15 compared to FY14, and decreased by
$2,918,949 in FY14 compared to FY13 for a net decrease in exploration
expenditures of $657,983 in FY15 compared to FY14, and a net increase in
exploration expenditures of $1,203,551 in FY14 compared to FY13. Some of the
differences between 2015 and 2014 are as follows:
-
In Scandinavia, net expenditures decreased by $470,550 compared to the
prior period. In 2015, the Company continued to support its exploration
programs in Scandinavia, encouraged by decreasing levels of competition in the
minerals sector, and increasing availability of prospective ground that could
be acquired at low cost. In continuing with 2014, the Company continues to
filter and upgrade its portfolio of assets, adding key copper, gold and
polymetallic exploration projects in both Sweden and Norway while
relinquishing less prospective areas and project interests. At the same time,
Eurasian has continued to actively market its project interests in Scandinavia
and will continue to do so in 2016. Expenditures in 2015 were directed toward
sustaining costs for its offices and personnel, as well as conducting
reconnaissance exploration across the region and hosting potential partners
for site visits to various projects. Eurasians staff in Scandinavia is
retained on a consulting basis only, in order to keep costs low during times
of inactivity.
-
In the USA, gross expenditures decreased from $3,657,918 to $2,713,477 and
recoveries decreased from $2,221,662 to $901,385. In the prior year the
Company and partners Kennecott, Savant, and Vale undertook active programs at
Lomitas Negras, Buckhorn Creek, Frazier Creek, Jasper Canyon, and Copper Basin
while there were no active programs for 2015. Gross expenditures on these
projects decreased from US$1,227,351 to US$133,489. The decrease in
expenditures was offset by US$277,031 in expenditures related to Kennecott
pursuant to the new exploration and option agreement on the Superior West
property. The Americas continue to represent a potentially high value, low
cost exploration venue coupled with a large list of prospective partners to
conduct EMXs business model. Despite tough market conditions, base-metal
projects still appear to be sought after and BCE is in discussions with
several groups regarding its properties. A major focus of BCE for the year
will remain to partner available assets, reduce holding costs, and recover a
portion of its burn.
-
In Turkey, gross expenditures increased by $88,117, while net expenditures
increased by $121,001. In 2015, the Turkish Business Unit continued to be a
key value driver for Eurasian. Partner funded programs continued to advance
projects in the Eurasian portfolio, with 5 of the 7 projects in Turkey
operating under partnerships. In 2015 the Company regained 100% control of the
Sisorta and Akarca properties, and closed its exploration office in Ankara. In
2015 Eurasian changed its focus from early stage, grass-roots style generative
work, to working with partners on advancing its projects and monitoring its
royalty interests throughout the country. This work will be managed by Dama
Engineering (Dama), a well-respected consultant and engineering firm in the
Turkish mining community. Eurasian views its partnership with Dama as a key
step in the evolution of its business interests in Turkey.
56
-
In the Asia Pacific region, net expenditures for 2015 totaled $294,051
compared to $749,610 in 2014 as the Company operated under a reduced
expenditure rate. The Koonenberry project was reduced in scope with Arastra
relinquishing their holdings and North Queensland relinquishing a portion of
their holdings in the project. The Company elected not to acquire this ground.
North Queensland continues to advance the Koonenberry project under the active
exploration and option agreement. The Neavesville project is under a
definitive agreement with L&M giving L&M the right to acquire the
wholly-owned EMX subsidiary that controls the Neavesville property. In 2014,
prior to partnership, Eurasian had conducted drilling at Neavesville, and had
negotiated a comprehensive access agreement with one of the local Maori
communities, providing ongoing access, and exploration and development rights
across much of the Neavesville license. No such expenditures were incurred on
the Neavesville project in the current year..
General and Administrative
General and administrative expenses (G&A) of $3,535,534
were incurred compared to $4,460,797 in FY14 and $5,142,738 in FY13. G&A
costs (before share-based payments) have decreased each year since 2012 and the
Company continues to strive to find areas to further streamline and reduce the
expenses of our business. Significant changes in the current year compared to
the previous years include:
-
Share-based payments decreased by $560,295 in FY15 compared to FY14, and
increased by $502,916 in FY14 compared to FY13. The difference between FY15
and FY14 being the result of a significant decrease in the fair value of
options granted during the year from $1.18/share to $0.66/share in the current
period. Eurasian also granted fewer shares as incentive stock grants, and
there were no such options granted in FY13.
-
Investor relations and travel expenditures decreased from by $73,286 and
$69,533 in FY15 compared to FY14, and by $18,186 and $41,469 in FY14 compared
to FY13 respectively as the Company made changes to budgets, and implemented
cost cutting measures.
-
Administrative and office expenses of $900,453 in the current year were
comparable to the prior year of $926,905, and $982,239 in FY13. 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.
-
Salaries and consultants are the largest expense in G&A. This expense
category encompasses a broad range of management, technical and project
development and marketing support. It should be noted that many of our
personnel expenditures companywide are denominated in United States dollars
(USD) and the increase in the value of the USD compared to the Canadian
dollar, which is our reporting currency, will increase expenditures. Salaries
and consultants decreased by $295,978 in FY15 compared to FY14, and by
$985,946 in FY14 compared to FY13. The Company made changes to staffing and
other budgets. A significant change in staffing included the departure of the
Companys Chief Operating Officer.
Other
-
The Company recognized a net gain on the sale of certain exploration and
evaluation assets during the year of $5,393,305 compared to a loss of $154,533
in the prior year, and a gain of $205,940 in FY13. The significant gain in
FY14 was the result of the sale of certain interests in Haiti to Newmont for a
US$4,000,000 ($5,277,542) cash payment and a retained 0.5% NSR royalty
interest.
-
As a result of the decline in the production of gold from the Carlin Trend
Royalty Claim Block, and decrease in the realized gold prices, the Company
revised its estimated annual gold production over the expected mine life and
decreased its long term gold price forecast from US$1300 to US$1200 per ounce.
As a result, the Company recorded $3,973,699 (2014 - $7,371,765; 2013 -
$4,765,511) in impairment charges related to the Carlin Trend Royalty Claim
Block and related assets that make up the same cash-generating unit (CGU).
57
-
The Company applied a one-step approach and determined the Carlin Trend
Royalty Claim Block and the related assets within the same CGU to be impaired.
The loss was first applied to reduce the asset component and any excess to
goodwill within the CGU. As result, the Company has written down the goodwill
by $3,047,605 (2014 - $2,248,057; 2013 $Nil).
-
The Company recorded a deferred income tax recovery of $3,431,230 compared
to $3,356,471 in 2014, and $2,392,945 in 2013, and a net decrease in deferred
tax liabilities of $1,715,656 (2014 - $2,493,010; 2013 - $1,779,707). A
significant component of the deferred tax recovery and decrease in the related
liability is the result of the impairment of the royalty interest partially
offset by a cumulative translation loss as a result of the strengthening $USD
compared to $CAD.
-
The Companys share of the net loss related to its 42.22% (2014 - 42.34%,
2013 40.96%) equity investment in IGC for the year ended December 31, 2015
was $1,062,146 (2014 - $1,086,649, 2013 - $2,093,823).
SIGNIFICANT INVESTMENTS ACCOUNTED FOR BY THE EQUITY
METHOD
The Company has a 42.22% equity investment in IGC. At December
31, 2015, the Company has paid an aggregate of US$7,892,345 towards its
investment (2014 - US$7,892,345; 2013 - $6,829,309). At December 31, 2015, the
Companys investment less its share of accumulated equity losses was $3,394,255
(2014 - $4,072,737; 2013 - $3,960,650). The Companys share of the net loss for
the year ended December 31, 2015 was $1,062,146 (2014 - $1,086,649; 2013 -
$2,093,823).
The Company has a minority position on the Board of IGC, and
does not control operational decisions. The Companys 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 year ended
December 31, 2015, the Company purchased the remaining 51% interest in the
Turkish company. 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 Companys share of the net loss of the joint venture for the year ended
December 31, 2015 was $Nil (2014 - $Nil; 2013 - $Nil).
As at December 31, 2015, associated companies aggregate
assets, aggregate liabilities and net loss for the year are as follows:
December 31, 2015
|
|
IGC
|
|
Aggregate assets
|
$
|
6,980,045
|
|
Aggregate liabilities
|
|
(2,917,038
|
)
|
Loss for the year
|
|
(2,515,739
|
)
|
The Company's ownership %
|
|
42.22%
|
|
The Company's share of loss for the year
|
|
(1,062,146
|
)
|
As at December 31, 2014, associated companies aggregate
assets, aggregate liabilities and net loss for the year are as follows:
December 31, 2014
|
|
Turkish Co
|
|
|
IGC
|
|
Aggregate assets
|
$
|
101,315
|
|
$
|
4,841,462
|
|
Aggregate liabilities
|
|
(271,424
|
)
|
|
(809,260
|
)
|
Loss for the year
|
|
(154,215
|
)
|
|
(2,606,384
|
)
|
The Company's ownership %
|
|
49.00%
|
|
|
42.34%
|
|
The Company's share of loss for the year
|
|
-
|
|
|
(1,086,649
|
)
|
As at December 31, 2013, associated companies aggregate
assets, aggregate liabilities and net loss for the period are as follows:
58
December 31, 2013
|
|
Turkish Co
|
|
|
IGC
|
|
|
|
|
|
|
|
|
Aggregate assets
|
$
|
105,489
|
|
$
|
5,977,484
|
|
Aggregate liabilities
|
|
(142,811
|
)
|
|
(958,317
|
)
|
Income (loss) for the year
|
|
11,247
|
|
|
(5,297,700
|
)
|
The Company's ownership %
|
|
49.00%
|
|
|
40.96%
|
|
The Company's share of loss for the year
|
|
-
|
|
|
(2,093,823
|
)
|
SELECTED ANNUAL INFORMATION
As at
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Financial positions
|
|
|
|
|
|
|
|
|
|
Working capital
|
$
|
5,787,109
|
|
$
|
7,096,916
|
|
$
|
14,217,999
|
|
Exploration and evaluation assets (net)
|
|
2,381,540
|
|
|
2,379,886
|
|
|
3,031,368
|
|
Royalty interest
|
|
28,798,980
|
|
|
29,327,960
|
|
|
35,063,725
|
|
Total assets
|
|
50,624,129
|
|
|
54,292,093
|
|
|
70,073,220
|
|
Share capital
|
|
117,000,052
|
|
|
116,766,102
|
|
|
116,151,675
|
|
Deficit
|
|
(94,305,878
|
)
|
|
(87,430,021
|
)
|
|
(69,981,980
|
)
|
|
|
Year ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Financial results
|
|
|
|
|
|
|
|
|
|
Royalty income
|
$
|
1,609,553
|
|
$
|
2,247,334
|
|
$
|
3,102,888
|
|
Exploration expenditures (net)
|
|
4,364,675
|
|
|
5,022,658
|
|
|
3,819,107
|
|
Net loss
|
|
(6,875,857
|
)
|
|
(17,448,041
|
)
|
|
(13,982,612
|
)
|
Net loss per
share - basic and diluted
|
|
(0.09
|
)
|
|
(0.24
|
)
|
|
(0.19
|
)
|
The year ended December 31, 2015 saw an impairment charge of
$3,973,699 (2014 - $7,371,765; 2013 - $4,765,511) on the royalty interests, a
related write-down of goodwill of $3,047,605 (2014 - $2,248,057; 2013 - $Nil),
and a recovery of $3,431,230 (2014 - $3,356,471; 2013 - $2,392,945) of deferred
income taxes, offset by a gain of $5,393,305 (2014 loss $154,533; 2013 gain
$205,940) on the acquisition and sale of exploration and evaluation assets which
had a significantly impact on the net losses for the respective fiscal years.
OUTSTANDING SHARE DATA
At March 24, 2016, the Company had 73,784,710 common shares
issued and outstanding. There were also 5,130,500 stock options outstanding with
expiry dates ranging from July 19, 2016 to June 8, 2020.
Critical Accounting Policies and
Estimates
STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Statement of Compliance
These consolidated financial statements have been prepared in
accordance with IFRS as issued by the International Accounting Standards Board
(IASB) and interpretations of the International Financial Reporting
Interpretations Committee (IFRIC).
These consolidated financial statements have been prepared on a
historical cost basis, except for financial instruments classified as fair value
through profit or loss or available for sale, which are stated at their fair
value. In addition, these consolidated financial statements have been prepared
using the accrual basis of accounting except for cash flow information.
Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements comprise the accounts of
Eurasian, the parent company, and its controlled subsidiaries, after the
elimination of all significant intercompany balances and transactions.
59
Subsidiaries
Subsidiaries are all entities over which the Company has
exposure to variable returns from its involvement and has the ability to use
power over the investee to affect its returns. The existence and effect of
potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Company until the date on which control ceases.
The accounts of subsidiaries are prepared for the same
reporting period as the parent company, using consistent accounting policies.
Inter-company transactions, balances and unrealized gains or losses on
transactions are eliminated. The Companys principal operating subsidiaries are
as follows:
Name
|
|
Place of Incorporation
|
|
|
Ownership Percentage
|
|
Bullion Monarch Mining, Inc
|
|
Utah, USA
|
|
|
100%
|
|
EMX (USA) Services Corp.
|
|
Nevada, USA
|
|
|
100%
|
|
Bronco Creek Exploration Inc.
|
|
Arizona, USA
|
|
|
100%
|
|
AES Madencilik Ltd. Sirketi
|
|
Turkey
|
|
|
100%
|
|
Eurasia Madencilik Ltd. Sirketi
|
|
Turkey
|
|
|
100%
|
|
EBX Madencilik Ltd. Sirketi
|
|
Turkey
|
|
|
100%
|
|
Azur Madencilik Ltd. Sirketi
|
|
Turkey
|
|
|
100%
|
|
Eurasian Minerals Cooperatief U.A.
|
|
Netherlands
|
|
|
100%
|
|
EMX Georgia Cooperatief U.A.
|
|
Netherlands
|
|
|
100%
|
|
Ayiti Gold Company S.A.
|
|
Haiti
|
|
|
100%
|
|
Eurasian Minerals Sweden AB
|
|
Sweden
|
|
|
100%
|
|
EMX Exploration Scandinavia AB
|
|
Sweden
|
|
|
100%
|
|
Viad Royalties AB
|
|
Sweden
|
|
|
100%
|
|
Iekevare Minerals AB
|
|
Sweden
|
|
|
100%
|
|
Waikato Gold Limited
|
|
New Zealand
|
|
|
100%
|
|
EMX Australia Pty
Ltd.
|
|
Australia
|
|
|
100%
|
|
Functional and Reporting Currency
The functional currency is the currency of the primary economic
environment in which the entity operates. The functional currency for the
Company and its subsidiaries is the Canadian dollar except the functional
currency of the operations of Bullion Monarch which is the US dollar. The
functional currency determinations were conducted through an analysis of the
consideration factors identified in IAS 21, The Effects of Changes in Foreign
Exchange Rates.
Translation of transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Monetary assets and
liabilities denominated in foreign currencies are re-measured at the rate of
exchange at each financial position date. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
period end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognized in profit or loss.
On translation of the entities whose functional currency is
other than the Canadian dollar, revenues and expenses are translated at the
exchange rates approximating those in effect on the date of the transactions.
Assets and liabilities are translated at the rate of exchange at the reporting
date. Exchange gains and losses, including results of re-translation, are
recorded in the foreign currency translation reserve.
Financial Instruments
All financial instruments are classified into one of the
following four categories:
|
(a)
|
Financial assets and financial liabilities at fair value
through profit or loss (FVTPL)
|
|
|
|
|
|
Financial assets and financial liabilities classified as
FVTPL are acquired or incurred principally for the purpose of selling or
repurchasing them in the near term. They are recognized at fair value
based on market prices, with any resulting gains and losses reflected in
profit or loss for the period in which they arise.
|
60
|
(b)
|
Held-to-maturity financial assets
|
|
|
|
|
|
Held-to-maturity financial assets are non-derivative
financial assets with fixed or determinable payments and fixed maturity
that an entity has the positive intention and ability to hold to maturity.
They are measured at amortized cost using the effective interest rate
method less any impairment loss. A gain or loss is recognized in profit or
loss when the financial asset is derecognized or impaired, and through the
amortization process.
|
|
|
|
|
(c)
|
Available for sale financial assets
|
|
|
|
|
|
Available for sale (AFS) financial assets are
non-derivative financial assets that are designated as available for sale,
or that are not classified as loans and receivables, held-to-maturity
investments, or FVTPL. They are measured at fair value. Fair value is
determined based on market prices. Equity instruments that do not have a
quoted market price in an active market are measured at cost. Gains and
losses are recognized directly in other comprehensive income (loss) until
the financial asset is derecognized, at which time the cumulative gain or
loss previously recognized in accumulated other comprehensive income
(loss) is recognized in profit or loss for the period.
|
|
|
|
|
(d)
|
Loans and receivables and other financial
liabilities
|
|
|
|
|
|
Loans and receivables and other financial liabilities are
measured at amortized cost, using the effective interest rate method less
any impairment loss.
|
The Companys financial instruments consist of cash and cash
equivalents, investments, receivables, restricted cash, reclamation bonds,
convertible notes receivable, accounts payable and accrued liabilities, and
advances from joint venture partners. Unless otherwise noted the fair value of
these financial instruments approximates their carrying values.
Cash and cash equivalents are classified as financial assets as
loans and receivables and are accounted for at fair value. Cash equivalents are
held for the purpose of meeting short-term cash commitments rather than for
investment or other purposes.
Warrants held through investments are classified as derivative
financial assets at FVTPL and are accounted for at fair value. For warrants that
are not traded on an exchange, no market value is readily available. When there
are sufficient and reliable observable market inputs, a valuation technique is
used; if no such market inputs are available, the warrants are valued at
intrinsic value, which is equal to the higher of the market value of the
underlying security less the exercise price of the warrant, or zero.
Investments (Marketable securities) are classified FVTPL and
are measured at fair market value. Marketable securities transferred to the
Company as part of an acquisition are classified as AFS and are carried at fair
market value. Changes in fair value of FVTPL assets are reflected in profit or
loss in the period in which they occur. Changes in fair value of AFS assets are
reflected in accumulated other comprehensive income on the statement of
financial position until sold or if there is an other than temporary impairment
in value.
Reclamation bonds are classified as financial assets
held-to-maturity.
Restricted cash is classified as financial assets at FVTPL.
The Company classifies its receivables as loans and receivables
and its accounts payable and accrued liabilities and advances from joint venture
partners as other financial liabilities.
Impairment of Financial Assets
Financial assets are assessed for indicators of impairment at
the end of each reporting period. Financial assets are impaired when there is
objective evidence that, as a result of one or more events that occurred after
the initial recognition of the financial assets, the estimated future cash flows
of the financial assets have been impacted.
For all financial assets, objective evidence of impairment
could include:
-
Significant financial difficulty of the issuer or counterparty;
-
Default or delinquency in interest or principal payments; or,
-
It becoming probable that the borrower will enter bankruptcy or financial
re-organization.
61
For certain categories of financial assets, that are assessed
not to be impaired individually, are subsequently assessed for impairment on a
collective basis. The carrying amount of financial assets is reduced by the
impairment loss directly for all financial assets with the exception of
receivables, where the carrying amount is reduced through the use of an
allowance account. When a receivable is considered uncollectible, it is written
off against the allowance account. Subsequent recoveries of amounts previously
written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognized in profit or loss.
With the exception of FVTPL marketable securities, if in a
subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment was
recognized, the previously recognized impairment loss is reversed through profit
or loss to the extent that the carrying amount of the investment at the date the
impairment is reversed does not exceed what the amortized cost would have been
had the impairment not been recognized. In respect of AFS marketable securities,
impairment losses previously recognized through profit or loss are not reversed
through profit or loss. Any increase in fair value subsequent to an impairment
loss is recognized directly in equity.
Convertible Notes Receivable
The notes receivable are hybrid financial assets that consist
of a note receivable component and a separate equity conversion component. The
notes receivable are measured at fair value on initial recognition by
discounting the stream of future interest and principal payments at the rate of
interest prevailing at the date of the issue for instruments of similar term and
risk. Interest income based on the rate of the note and the accretion of the
additional interest to the amount that will be receivable on maturity are
recognized through profit and loss as interest income. The equity conversion
option is an embedded derivative that has been separated from the notes
receivable and is valued based on residual value. The embedded derivative is not
revalued subsequent to initial measurement unless terms of the original loan are
changed.
Investments in Associated Companies
The Company accounts for its long-term investments in
affiliated companies over which it has significant influence on the equity basis
of accounting, whereby the investment is initially recorded at cost, adjusted to
recognize the Companys share of earnings or losses and reduced by dividends
received.
The Company assesses its equity investments for impairment if
there is objective evidence of impairment as a result of one or more events that
occurred after the initial recognition of the equity investment and that the
event or events has an impact on the estimated future cash flow of the
investment that can be reliably estimated. Objective evidence of impairment of
equity investments includes:
-
Significant financial difficulty of the associated companies;
-
Becoming probable that the associated companies will enter bankruptcy or
other financial reorganization; or,
-
National or local economic conditions that correlate with defaults of the
associated companies.
Exploration and evaluation assets and exploration
expenditures
Acquisition costs for exploration and evaluation assets, net of
recoveries, are capitalized on a property-by-property basis. Acquisition costs
include cash consideration and the value of common shares, based on recent issue
prices, issued for exploration and evaluation assets pursuant to the terms of
the agreement. Exploration expenditures, net of recoveries, are charged to
operations as incurred. After a property is determined by management to be
commercially feasible, subsequent development expenditures on the property will
be capitalized.
When there is little prospect of further work on a property
being carried out by the Company or its partners, when a property is abandoned,
or when the capitalized costs are no longer considered recoverable, the related
property costs are written down to managements estimate of their net
recoverable amount. The costs related to a property from which there is
production, together with the costs of production equipment, will be depleted
and amortized using the unit-of-production method.
An exploration and evaluation asset acquired under an option
agreement, where payments are made at the sole discretion of the Company, is
capitalized at the time of payment. Option payments received are treated as a
reduction of the carrying value of the related acquisition cost for the mineral
property until the payments are in excess of acquisition costs, at which time
they are then credited to profit or loss. Option payments are at the discretion
of the optionee and, accordingly, are accounted for when receipt is reasonably
assured.
62
Revenue recognition
The Company recognizes revenue in accordance with
IAS 18
Revenue
and based upon amounts contractually due pursuant to the underlying
royalty agreements. Specifically, royalty revenue is recognized in accordance
with the terms of the underlying royalty agreements subject to (i) when
persuasive evidence of an arrangement exists; (ii) the risks and rewards having
been transferred; (iii) the royalty or stream being fixed or determinable; and
(iv) the collectability of the royalty being reasonably assured. In some
instances, the Company will not have access to sufficient information to make a
reasonable estimate of revenue and, accordingly, revenue recognition is deferred
until management can make a reasonable estimate. Royalty revenue may be subject
to adjustment upon final settlement of estimated metal prices, weights, and
assays. Adjustments to revenue from metal prices are recorded monthly and other
adjustments are recorded on final settlement and are offset against revenue when
incurred.
Royalty interests
Royalty interests in mineral properties include acquired
royalty interests in production stage and exploration stage properties. In
accordance with
IAS 38 Intangible Assets
, the cost of acquired royalty
interests in mineral properties is capitalized as intangible assets.
Acquisition costs of production stage royalty interests are
depleted using the units of production method over the life of the related
mineral property, which is calculated using estimated reserves. Acquisition
costs of royalty interests on exploration stage mineral properties, where there
are no estimated reserves, are not amortized. At such time as the associated
exploration stage mineral interests are converted to estimated reserves, the
cost basis is amortized over the remaining life of the mineral property, using
the estimated reserves. The carrying values of exploration stage mineral
interests are evaluated for impairment at such time as information becomes
available indicating that the production will not occur in the future.
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 in a business
combination. 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.
Property and equipment
Property and equipment is recorded at cost. Equipment is
depreciated over its estimated useful life using the declining balance method at
a rate of 20% per annum. Depreciation on equipment used directly on exploration
projects is included in exploration expenditures for that mineral property.
Decommissioning liabilities
Decommissioning liabilities are recognized for the expected
obligations related to the retirement of long-lived tangible assets that arise
from the acquisition, construction, development or normal operation of such
assets. A decommissioning liability is recognized in the period in which it is
incurred and when a reasonable estimate of the fair value of the liability can
be made with a corresponding decommissioning cost recognized by increasing the
carrying amount of the related long-lived asset.
The decommissioning cost is subsequently allocated in a
rational and systematic method over the underlying assets useful life. The
initial fair value of the liability is accreted, by charges to profit or loss,
to its estimated future value.
Environmental disturbance restoration
During the operating life of an asset, events such as
infractions of environmental laws or regulations may occur. These events are not
related to the normal operation of the asset and are referred to as
environmental disturbance restoration provisions. The costs associated with
these provisions are accrued and charged to profit or loss in the period in
which the event giving rise to the liability occurs. Any subsequent adjustments
to these provisions due to changes in estimates are also charged to profit or
loss in the period of adjustment. These costs are not capitalized as part of the
long-lived assets carrying value.
Impairment of assets
Events or changes in circumstances can give rise to significant
impairment charges or reversals of impairment in a particular year. The Company
assesses its cash generating units annually to determine whether any indication
of impairment exists.
63
Where an indicator of impairment exists, an estimate of the
recoverable amount is made, which is the higher of the fair value less costs to
sell and value in use. The determination of the recoverable amount for value in
use requires the use of estimates and assumptions such as long-term commodity
prices, discount rates, future capital requirements, exploration potential and
future operating performance. Fair value is determined as the amount that would
be obtained from the sale of the asset in an arms length transaction between
knowledgeable and willing parties.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, bank deposits
and short-term, highly liquid investments that are readily convertible to known
amounts of cash.
Share-based payments
Share-based payments include option and stock grants granted to
directors, employees and non-employees. The Company accounts for share-based
compensation using a fair value based method with respect to all share-based
payments measured and recognized, to directors, employees and non-employees. For
directors and employees, the fair value of the options and stock grants is
measured at the date of grant. For non-employees, the fair value of the options
and stock grants is measured on the earlier of the date at which the
counterparty performance is complete, or the date the performance commitment is
reached, or the date at which the equity instruments are granted if they are
fully vested and non-forfeitable. For directors, employees and non-employees,
the fair value of the options and stock grants is accrued and charged to
operations, with the offsetting credit to share based payment reserve for
options, and commitment to issue shares for stock grants over the vesting
period. If and when the stock options are exercised, the applicable amounts are
transferred from share-based payment reserve to share capital. When the stock
grants are issued, the applicable fair value is transferred from commitment to
issue shares to share capital. Option based compensation awards are calculated
using the Black-Scholes option pricing model while stock grants are valued at
the fair value on the date of grant.
Income taxes
Income tax expense consists of current and deferred tax. Income
tax expense is recognized in profit or loss except to the extent that it relates
to items recognized directly in equity. Current tax is the expected tax payable
on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of
previous years. Deferred tax is calculated providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Deferred tax is not recognized on the initial recognition of
assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable income nor loss. In addition,
deferred tax is not recognized for taxable temporary differences arising on the
initial recognition of goodwill. Deferred tax is measured at the tax rates that
are expected to be applied to temporary differences when they reverse, based on
the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset, and they relate to income taxes levied by
the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a net basis or
their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is
probable that future taxable income will be available against which the
temporary difference can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realized.
Income (loss) per share
Basic income or loss per share is calculated by dividing the
net income or loss for the year by the weighted average number of shares
outstanding during the year. Diluted income or loss per share is calculated
whereby the weighted average number of shares outstanding used in the
calculation of diluted income or loss per share assumes that the deemed proceeds
received from the exercise of stock options, share purchase warrants and their
equivalents would be used to repurchase common shares of the Company at the
average market price during the year, if they are determined to have a dilutive
effect.
Existing stock options and share purchase warrants have not
been included in the current year computation of diluted loss per share as to do
so would be anti-dilutive. For the years presented the basic and diluted losses
per share are the same.
64
Valuation of equity units issued in private placements
The Company has adopted a residual value method with respect to
the measurement of shares and warrants issued as private placement units. The
residual value method first allocates value to the more easily measurable
component based on fair value and then the residual value, if any, to the less
easily measurable component.
The fair value of the common shares issued in the private
placements was determined to be the more easily measurable component and were
valued at their fair value, as determined by the closing quoted bid price on the
day prior to the issuance date. The balance, if any, was allocated to the
attached warrants. Any fair value attributed to the warrants is recorded in
reserves.
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker. The chief
operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segment, has been identified as the Chief
Executive Officer.
Classification of investments as subsidiaries, joint
ventures, associated company and portfolio investments
Classification of investments requires judgement as to whether
the Company controls, has joint control of or significant influence over the
strategic financial and operating decisions relating to the activity of the
investee. In assessing the level of control or influence that the Company has
over an investment, management considers ownership percentages, board
representation as well as other relevant provisions in shareholder agreements.
If an investor holds 20% or more of the voting power of the investee, it is
presumed that the investor has significant influence, unless it can be clearly
demonstrated that this is not the case. Conversely, if the investor holds less
than 20% of the voting power of the investee, it is presumed that the investor
does not have significant influence, unless such influence can be clearly
demonstrated.
Accounting pronouncements not yet effective
IFRS 9 addresses the classification, measurement and
derecognition of financial assets and financial liabilities and introduces new
rules for hedge accounting. In July 2014, the IASB made further changes to the
classification and measurement rules and also introduced a new impairment model.
These latest amendments now complete the new financial instruments standard.
IFRS 9 requires financial assets to be classified into three
measurement categories on initial recognition: those measured at fair value
through profit and loss, those measured at fair value through other
comprehensive income and those measured at amortized cost. Measurement and
classification of financial assets is dependent on the entitys business model
for managing the financial assets and the contractual cash flow characteristics
of the financial asset. For financial liabilities, the standard retains most of
the IAS 39 requirements.
The effective date for IFRS 9 is January 1, 2018. The Company
is currently evaluating the impact that the final standard is expected to have
on its consolidated financial statements.
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, 2018, with early adoption permitted. The Company is currently
evaluating the impact the final standard is expected to have on its consolidated
financial statements. The Company is currently evaluating the impact the final
standard is expected to have on its consolidated financial statements.
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.
65
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. Further details of the nature of these
assumptions and conditions may be found in the relevant notes to the
consolidated financial statements.
a)
|
Royalty interest and related
depletion
|
In accordance with the Companys 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, the proportion of areas subject to royalty rights, 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.
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 and equipment
and royalty interests.
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.
The Companys accounting policy for taxation requires
managements 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 statement 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
offsetting tax losses 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 managements 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 statement of financial position 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.
5.B. Liquidity and Capital Resources
The Companys working capital position at December 31, 2015
was $5,787,109 (December 31, 2014 - $7,096,916; December 31, 2013 -
$14,217,999). With its current plans for the year and the budgets associated
with those plans, in order to continue funding its administrative and
exploration expenditures for beyond twelve months from the date of this Form
20-F, the Company will need to obtain additional cash and anticipates either
financing or selling one or more of its assets. Historically, the Company
obtains 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.
66
Operating Activities
Cash used in operations was $5,082,224 for the year ended
December 31, 2015
(2014 - $4,781,944; 2013 - $5,785,887) and represents
expenditures primarily on mineral property exploration and general and
administrative expense for both periods, offset by royalty income received in
the year.
Financing Activities
The Company received $Nil in 2015 (2014 - $Nil; 2013 -
$361,600) from the exercise of stock options and $Nil in 2015 (2014 - $Nil; 2013
- $Nil) from the exercise of warrants.
Investing Activities
Some of the significant investment activities during the year
ended December 31, 2015 are:
-
The Company sold certain interests in Haiti to Newmont for a US$4,000,000
($5,277,542) cash payment and a retained 0.5% NSR royalty interest.
-
The Company advanced $973,236 to an associated company pursuant to a
convertible loan agreement.
-
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.
-
The Company received $136,263 in net proceeds from the purchase and sale
of marketable securities.
-
The Company purchased strategic investments in Revelo for $Nil (2014 -
$500,000; 2013 - $480,000)
-
The Company invested $Nil (2014 - $1,063,036; 2013 - $2,774,570) in IGC.
5.C. Research and Development, Patents and Licenses,
etc.
See subtopic Exploration Expenditures under Item 5.A.,
Operating Results.
5.D. Trend Information
See Property Overview under Item 5, Operating and Financial
Review and Prospects, and Other under Item 5.A., Operating Results.
5.E. Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
5.F Tabular Disclosure of Contractual
Obligations
The Company has no Contractual Obligations.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT, AND
EMPLOYEES
6.A. Directors and Senior Management
Table No. 6
Directors and Senior Management
|
|
|
Date of
|
|
|
|
First Election
|
Name
|
Position
|
Age
|
Or
Appointment
|
|
|
|
|
David M. Cole
|
President, CEO, Director
|
54
|
November 24, 2003
|
Brian E. Bayley (1)(2)(3)
|
Director
|
63
|
May 13, 1996
|
Brian K. Levet (1)(2)
|
Director
|
63
|
March 18, 2011
|
Larry Okada (1)(2)(3)
|
Director
|
67
|
June 11, 2013
|
Michael D. Winn (3)
|
Director and Chairman
|
54
|
November 24, 2003
|
Christina Cepeliauskas
|
Chief Financial Officer
|
52
|
September 18, 2008
|
Kim Casswell
|
Corporate Secretary
|
59
|
November 13, 2015
|
67
(1)
|
Member of Audit Committee
|
(2)
|
Member of the Compensation Committee
|
(3)
|
Member of Corporate Governance
Committee
|
David M. Cole (President, CEO and
Director)
Mr. Cole has over 25 years of industry experience, coming to
Eurasian Minerals from Newmont Mining Company. At Newmont, he held a number of
management and senior geologic positions, gaining extensive global experience as
a project, mine, and generative exploration geologist in Nevada, Southeast Asia,
South America, Europe, and Central Asia. Mr. Cole's success as part of Newmont's
exploration team includes contributions at the world class Carlin Trend,
Yanacocha, and Minahasa mines. Subsequently, he established and managed
Newmont's exploration programs in Turkey while also identifying early-stage
acquisition targets in Eastern Europe. Mr. Cole specializes in developing new
exploration ideas and opportunities, based upon solid technical expertise
coupled with a keen business sense. He studied under Dr. Tommy Thompson at
Colorado State University, earning an M.S. in Geology.
Michael D. Winn (Director and
Chairman)
Mr. Winn is President of Seabord Capital Corp., which provides
investment analysis and financial services to companies operating in the energy
and mining sectors. He is also President of Seabord Services Corp., a Canadian
company that provides management, administrative, and regulatory services to
private and public mining companies. Prior to starting Seabord Capital in
January 2013, Mr. Winn was President of Terrasearch Inc. (1997 to 2012) a
predecessor company to Seabord Capital. He also worked as an analyst for Global
Resource Investments Ltd. (1993 to 1997) where he specialized in the evaluation
of emerging oil and gas and mining companies. Mr. Winn has worked in the oil and
gas industry since 1983 and the mining industry since 1992, and is currently a
director and officer of several companies operating in Canada, Latin America,
Europe and Africa. Mr. Winn received a B.Sc. in geology from the University of
Southern California.
Brian Bayley (Director)
Mr. Bayley is currently the President of Earlston Management
Corp., formerly Ionic Management Corp. (private management company) since
December 1996. From June 2003 to July 2013, Mr. Bayley was director of Quest
Capital Corp. (a predecessor company to Sprott Resource Lending Corp.), a
publicly traded resource lending company listed on the TSX and NYSE MKT. Mr.
Bayley was also the Resource Lending Advisor from September 2010 to June 2013,
President and Chief Executive Officer from May 2009 to September 2010,
Co-chairman from January 2008 to May 2009, Chief Executive Officer from June
2003 to March 2008, and President from June 2003 to January 2008. Mr. Bayley is
also a director and officer of several other public companies and holds an MBA
from Queens University.
Brian Levet (Director)
Mr. Levet draws on over 35 years of diversified executive and
management experience in mineral exploration, project startup, and mine
development and operations. He began his career with Rio Tinto Rhodesia and
Zimbabwe Iron and Steel Company. The majority of Mr. Levet's career was with
Newmont Mining Company, most recently as the Group Executive for Worldwide
Exploration, and after 27 years of service he announced his retirement in early
2011. His distinguished career has been built upon a track record of
team-oriented discovery success, with a number of these discoveries currently in
production. He is recognized within the mining industry for exploration
expertise and team leadership that resulted in a number of major discoveries,
including the Batu Hijau and Elang copper-gold deposits in Indonesia, the North
Lanut gold deposit in North Sulawesi, Indonesia, the McPhillamys gold deposit in
New South Wales, Australia, as well as playing a significant role in the
identification of Yanacocha as a world-class gold mining camp. Mr. Levet has a
B.Sc. in Geology from the University of London.
Larry Okada (Director)
Larry Okada is a CPA, CA professional accountant in British
Columbia and Alberta, as well as a Certified Public Accountant in Washington
State. He has been in public practice with Deloitte's, his own firm, and
PricewaterhouseCoopers LLP for over 35 years. For more than 30 years, the
majority of Mr. Okada's clients have been public mining companies listed on the
TSX-V. He is currently the CFO of BCGold Corp., interim CFO for Africo Resources
Ltd. and sits on a committee with the Institute of Chartered Accountants of
British Columbia. As an independent director, Mr. Okada's extensive experience
in accounting, finance, and corporate governance will further strengthen the
Company's Board of Directors in these key areas.
68
Christina Cepeliauskas (Chief Financial
Officer)
Ms. Cepeliauskas is a CPA, CGA professional accountant with
more than 20 years of financial accounting and treasury experience in the
mineral exploration and mining industry. She also has her ICD.D designation from
the Institute of Corporate Directors. She is currently the Chief Financial
Officer of Eurasian Minerals Inc. and Reservoir Capital Corp. and was formerly a
Director and Chairperson of the Audit Committee of Revelo Resources Corp. Ms.
Cepeliauskas also holds the volunteer position of Board member of Fraserside
Community Services Society, an organization committed to helping people overcome
challenges.
Kim Casswell (Corporate Secretary)
Ms. Casswell has been the Corporate Secretary of several public
companies listed on the TSX Venture Exchange and the Toronto Stock Exchange
since 1994 and has been providing independent corporate secretary services since
1995. Ms. Casswell has played an important role in the growth of these companies
and is familiar with regulations governing public companies in several
jurisdictions. In addition to Eurasian Minerals Inc., Ms. Casswell is currently
Corporate Secretary of Reservoir Minerals Inc., Reservoir Capital Corp., Atico
Mining Corporation, Legend Gold Corp., Lara Exploration Ltd., and Revelo
Resources Corp.
The Directors have served in their respective capacities since
their election and/or appointment and will serve until the next Annual General
Meeting or until a successor is duly elected, unless the office is vacated in
accordance with the Articles/ByLaws of the Company.
No Director and/or Senior Management had been the subject of
any order, judgment, or decree of any governmental agency or administrator or of
any court or competent jurisdiction, revoking or suspending for cause any
license, permit or other authority of such person or of any Company of which he
is a Director and/or Senior Management, to engage in the securities business or
in the sale of a particular security or temporarily or permanently restraining
or enjoining any such person or any Company of which he is an officer or
director from engaging in or continuing any conduct/practice/employment in
connection with the purchase or sale of securities, or convicting such person of
any felony or misdemeanor involving a security or any aspect of the securities
business or of theft or of any felony.
There are no family relationships between any two or more
Directors or Senior Management.
There are no arrangements or understandings with major
shareholders, customers, suppliers or others, pursuant to which any person
referred to above was selected as a Director or member of senior management.
6.B. Compensation
The Compensation Committee of the Board is responsible for
ensuring that the Company has appropriate procedures for executive compensation
and making recommendations to the Board with respect to the compensation of the
Companys executive officers. The Compensation Committees mandate is to ensure
that total compensation paid to all executives is fair and reasonable and is
consistent with the Companys compensation philosophy.
The Compensation Committee is also responsible for recommending
compensation for the directors and officers, stock options grants to the
directors, officers, employees and consultants pursuant to the Companys Stock
Option Plan (the Option Plan) and issuances of Common Shares to directors and
officers pursuant to the Companys Incentive Stock Grant Program (the Stock
Grant Program).
The Compensation Committee is currently comprised of Brian
Bayley (Chairman), Brian Levet, and Larry Okada, all of whom are independent
directors. The board is satisfied that the composition of the Compensation
Committee ensures an objective process for determining compensation.
Philosophy
The philosophy used by the Board and the Compensation Committee
in determining compensation is that the compensation should (i) assist the
Company in attracting and retaining high caliber executives, (ii) align the
interests of executives with those of the Shareholders, (iii) reflect the
executives performance, expertise, responsibilities and length of service to
the Company, and (iv) reflect the Companys current state of development,
performance and financial status.
69
Compensation Components
The compensation of the Named Executive Officers (NEOs) (as
well as for other senior management and employees) is comprised primarily of (i)
base salary, (ii) annual short-term incentives in the form of cash bonuses and
stock grants under the Stock Grant Program, (iii) long-term incentives in the
form of stock grants and stock options granted in accordance with the Option
Plan and the Stock Grant Program, respectively, and (iv) benefits related to
health and pension plans, such as United States 401(k) plans.
To be competitive with industry rates, the Company may provide
additional compensation from time to time in the form of stock grants as part of
annual salaries. The Stock Grant Program assists the Company in employee
retention and cash preservation, while encouraging Common Share ownership and
entrepreneurship on the part of its executives (as well as the Board, and
management and other employees of the Company). The Compensation Committee
believes that annual and long term stock grant awards align the interests of
such persons with the interests of Shareholders by linking a component of
compensation to the longer term performance of the Common Shares.
To date, no formulas have been developed to assign a specific
weighting to each of these components. Instead, the Compensation Committee
considers the Companys performance and, based on its assessment, recommends
appropriate compensation levels to the Board. In establishing levels of cash and
equity-based compensation, the executives performance, level of expertise,
responsibilities, length of service to the Company and comparable levels of
remuneration paid to executives of other companies of comparable size and
development within the mining exploration and development industries are
considered as well as taking into account the financial and other resources of
the Company.
In March 2015, the Compensation Committee retained the services
of McDowall Associates Human Resource Consultants Ltd. (McDowall), a North
American external compensation consultant headquartered in Toronto, Ontario, to
provide an independent review of the compensation paid by the Company to its CEO
and CFO. McDowall benchmarked the Companys compensation arrangements against a
peer group of companies that included a mix of royalty companies and exploration
companies with assets greater than $30 million and less than $450 million to
reflect the Companys current business operations. McDowall used total assets as
the primary determinate of company size because it is more stable over time than
either revenue or market capitalization. The peer group of companies consisted
of:
Almaden Minerals Limited
|
Altius
Minerals Corporation
|
Callinan Royalties Corporation
|
Gold
Standard Ventures Corporation
|
Midway Gold Corporation
|
Mirasol Resources Limited
|
Osisko Gold Royalties Limited
|
Pilot
Gold Inc.
|
Panoro Minerals Limited
|
Sandstorm Gold Limited
|
Seabridge Metals Limited
|
Strategic Metals Limited
|
In addition to the peer group analysis, McDowall compared CEO
and CFO compensation against a broad group of 90 mining companies and 12 large
mining companies. With respect to the broad group of 90 mining companies, direct
comparisons were made to CEO and CFOs, while for the 12 large mining companies,
comparisons were made to an executive one or two levels below the CEO.
McDowall compared base salary, total cash (base salary +
bonuses) and total direct compensation (total cash + long term incentives). In
making this comparison, McDowall used an average of the peer group companies and
the broad group of 90 mining companies to establish a benchmark for comparison
(Benchmark Companies).
McDowall concluded that the cash base salary of the CEO is
higher than the Benchmark Companies average and below the large mining group. It
also concluded, respect to total cash and total direct compensation, that the
Companys CEO is comparable to the Benchmark Companies average and substantially
below the large mining group. It should be noted that the
CEOs cash salary is paid in US dollars but converted to
Canadian dollars for reporting purposes. The Canadian equivalent was used in the
comparison to the Benchmark Companies. The higher base salary of the CEO to the
Benchmark Companies is partly attributable to the decline in the Canadian dollar
against the US dollar in 2014.
McDowall concluded that the base salary, total cash, and total
direct compensation for the CFO was below the Benchmark Companies and
substantially below the larger mining group of companies.
70
In the Companys preceeding two financial years to the date of
the report, McDowall has not provided any other services to the Company or its
affiliates.
The fees charged by McDowall during the Companys 2015, 2014
and 2013 financial years were as follows:
Nature of Fee
|
2015
|
2014
|
2013
|
Executive Compensation-Related Fees
|
Nil
|
$9,040
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Nil
|
The Compensation Committee also relies on the experience of its
members as officers and directors at other companies in similar lines of
business as the Company in assessing compensation levels. The purpose of this
process is to:
-
understand the competitiveness of current pay levels for each executive
position relative to companies with similar business characteristics;
-
identify and understand any gaps that may exist between actual compensation
levels and market compensation levels; and
-
establish a basis for developing salary adjustments and short-term and
long-term incentive awards for the
Compensation Committees approval.
Base Salary
The Compensation Committee recommends, and the Board
establishes, the NEOs salary. The base salary review for each NEO is based on
assessment of factors such as changes to competitive market conditions,
compensation levels within the peer group and particular skills, such as
leadership ability and management effectiveness, experience, responsibility and
proven or expected performance of the particular individual. Using this
information, together with budgetary guidelines and other internally and
externally generated planning and forecasting tools, the Compensation Committee
performs an annual assessment of the compensation of the CEO and CFO. The
Company did not increase the base salaries of the CEO and CFO for 2014 and 2015
and do not have base salary increases planned for 2016.
Annual Bonuses
Annual bonuses are made by way of cash bonuses and the issuance
of stock grants based, in part, on the Companys success in reaching its annual
objectives and in part on individual performance and extraordinary effort and
achievement. Also, the Company may utilize bonuses to encourage retention of its
staff during periods of increased industry competition for its executive
officers and other employees.
The Board, together with the Compensation Committee, reviews
corporate performance objectives during the year to determine annual bonuses. In
2015, the principal performance factors and objectives included:
-
Exploration success;
-
Acquisition of new properties;
-
Sale and joint venture of properties;
-
Royalty creations and acquisitions;
-
Capital management;
-
Successful management of the Companys environmental, community, and safety
objectives;
-
Increasing market capitalization; and
-
Management of human resources.
71
The success of the NEOs contributions to the Company in
reaching its overall goals is a factor in the determination of their annual
incentive. The Compensation Committee assesses each NEOs performance on the
basis of his or her respective contribution to the achievement of corporate
goals as well as to needs of the Company that arise on a day-to-day basis. This
assessment is used by the Compensation Committee in developing its
recommendations to the Board with respect to the determination of annual
incentives for the NEOs.
Although a number of the corporate performance objectives were
achieved, the Company did not grant any annual bonuses by way of cash or stock
grants to NEOs for 2015.
Long-Term Incentives
Stock Options are generally granted on an annual basis subject
to the imposition of trading black-out periods, in which case options scheduled
for grant will be granted subsequent to the end of the black-out period. All
options granted to NEOs are recommended by the Compensation Committee and
approved by the Board. In monitoring stock option grants, the Compensation
Committee takes into account the level of options granted by comparable
companies for similar levels of responsibility and considers each NEO or
employee based on reports received from management, its own observations on
individual performance (where possible) and its assessment of individual
contribution to Shareholder value.
To determine the number of Common Shares issuable under options
granted pursuant to the methodology outlined above, the Compensation Committee
also makes the following determinations:
-
the exercise price for each option granted;
-
the date on which each option is granted;
-
the vesting terms for each stock option; and
-
the other materials terms and conditions of each stock option grant.
The Compensation Committee makes these determinations subject
to, and in accordance with, the provision of the Option Plan. The Company
granted stock options in June 2015.
Cash Compensation
Summary Compensation
Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Compensation
|
|
|
Long-Term
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
|
Payouts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
Securities
|
|
|
Restricted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
Under
|
|
|
Shares or
|
|
|
LTIP
|
|
|
All Other
|
|
Name and Principal
|
|
|
|
|
Salary
|
|
|
|
|
|
Compensation
|
|
|
Options/SAR
|
|
|
Restricted
|
|
|
Payouts
|
|
|
Comp.
|
|
Position
|
|
Year
|
|
|
$
|
|
|
Bonus
|
|
|
$
|
|
|
s
Granted
|
|
|
Share
Units
(1
)
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David M. Cole,
|
|
2015
|
|
|
516,280
|
|
|
Nil
|
|
|
13,549
|
(2)
|
|
150,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
President & CEO
|
|
2014
|
|
|
464,040
|
|
|
Nil
|
|
|
12,065
|
(2)
|
|
150,000
|
|
|
101,334
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2013
|
|
|
427,772
|
|
|
Nil
|
|
|
17,110
|
(2)
|
|
Nil
|
|
|
101,333
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael D. Winn ,
(3)
|
|
2015
|
|
|
76,692
|
|
|
Nil
|
|
|
Nil
|
|
|
75,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Chairman & Director
|
|
2014
|
|
|
60,000
|
|
|
Nil
|
|
|
Nil
|
|
|
75,000
|
|
|
12,167
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2013
|
|
|
60,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
24,335
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christina Cepeliauskas
(4)
,
|
|
2015
|
|
|
86,250
|
|
|
Nil
|
|
|
Nil
|
|
|
55,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
CFO
|
|
2014
|
|
|
86,250
|
|
|
Nil
|
|
|
Nil
|
|
|
55,000
|
|
|
15,000
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2013
|
|
|
86,250
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
23,000
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian E. Bayley,
|
|
2015
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
50,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Director
|
|
2014
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
50,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2013
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
72
|
|
2015
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Brian K. Levet
|
|
2014
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
50,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Director
|
|
2013
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2015
|
|
|
9,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George K.C. Lim
(7)
|
|
2014
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
50,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Director
|
|
2013
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry Okada
(5)
,
|
|
2015
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Director
|
|
2014
|
|
|
24,000
|
|
|
Nil
|
|
|
Nil
|
|
|
50,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
2013
|
|
|
6,000
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kim Casswell
(4)(6)
,
|
|
2015
|
|
|
3,150
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
|
Nil
|
|
Corporate Secretary
|
|
2014
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
2013
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Common Shares issued as discretionary bonuses. The stock
grants are issued in three tranches over a period of two years.
|
(2)
|
For officers and employees in the United States, the
Company pays 4% of the annual salary each year to the officer or
employees 401(k) retirement plan effective January 1, 2012.
|
(3)
|
Mr. Winn became Chairman of the Company in May
2012.
|
(4)
|
Pursuant to a Management Services Agreement between the
Company and Seabord Services Corp. (Seabord), Ms. Cepeliauskas and Ms.
Casswells remuneration is paid by Seabord.
|
(5)
|
Mr. Okada became a director in June 2013.
|
(6)
|
Ms. Casswell was appointed Corporate Secretary on
November 13, 2015.
|
(7)
|
Mr. Lim resigned as a Director on May 13,
2015.
|
Table No. 7
Stock Option Grants in Fiscal 2015 Ended
12/31/2015
Name
|
Number
Of
Options
Granted
|
% of
Total
Options
Granted
|
Exercise
Price
Per
Share
|
Grant
Date
(mm/dd/yyyy)
|
Expiration
Date
(mm/dd/yyyy)
|
Mkt. Value of
Securities
Underlying
Options on
Date of
Grant
|
David M. Cole
|
150,000
|
11.18%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
Michael D. Winn
|
75,000
|
5.60%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
Christina Cepeliauskas
|
55,000
|
4.09%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
Brian E. Bayley
|
50,000
|
3.72%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
Brian K. Levet
|
50,000
|
3.72%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
Larry Okada
|
50,000
|
3.72%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
Kim Casswell
|
5,000
|
0.37%
|
$0.66
|
06/08/2015
|
06/08/2020
|
$0.67
|
There were no stock option exercises by the directors and
management in fiscal 2015.
73
Table No. 8
|
Aggregated Stock Options Exercises in Fiscal 2015
|
Fiscal Yearend Unexercised Stock Options
|
Fiscal Yearend Stock Option Values
|
Senior Management/Directors
|
|
Number of
|
|
Number of Unexercised
|
Value of Unexercised
|
|
Shares
|
Aggregate
|
Options
|
In-the-Money Options
|
|
Acquired
|
Value
|
at Fiscal Year-End
|
At Fiscal Year-End
|
Name
|
on
Exercise
|
Realized
|
Exercisable/Unexercisable
|
Exercisable/Unexercisable
(2)
|
|
|
|
|
|
David M. Cole
|
Nil
|
Nil
|
200,000/0 @ $2.80
80,000/0
@ $1.94
150,000/0 @ $1.20
150,000/0 @ $0.66
|
$0
$0
$0
$0
|
|
|
|
|
|
Michael D. Winn
|
Nil
|
Nil
|
50,000/0 @ $2.80
50,000/0
@ $1.94
75,000/0 @ $1.20
75,000/0 @ $0.66
|
$0
$0
$0
$0
|
|
|
|
|
|
Christina Cepeliauskas
|
Nil
|
Nil
|
75,000/0 @ $2.80
50,000/0
@ $1.94
55,000/0 @ $1.20
55,000/0 @ $0.66
|
$0
$0
$0
$0
|
|
|
|
|
|
Brian E. Bayley
|
Nil
|
Nil
|
50,000/0 @ $2.80
50,000/0
@ $1.94
50,000/0 @ $1.20
50,000/0 @ $0.66
|
$0
$0
$0
$0
|
|
|
|
|
|
Brian K. Levet
|
Nil
|
Nil
|
50,000/0 @ $1.94
50,000/0
@ $1.20
50,000/0 @ $0.66
|
$0
$0
$0
|
|
|
|
|
|
Larry Okada
|
Nil
|
Nil
|
50,000/0 @ $1.20
50,000/0 @
$0.66
|
$0
|
|
|
|
|
|
Kim Casswell
|
Nil
|
Nil
|
5,000/0 @ $0.66
5,000/0 @
$2.44
5,000/0 @ $1.20
|
$0
$0
$0
|
(1)
|
Calculated using the closing market price of the common
shares on the date(s) of exercise less the exercise price of the stock
options multiplied by the number of shares acquired.
|
(2)
|
The closing price of the Companys common shares on the
TSX-V on December 31, 2015 was $0.57.
|
Director Compensation
.
The fees payable to the independent directors of the Company
are for their services as directors and as members of committees of the Board as
follows:
Board or
|
Annual Retainer
|
Meeting Stipend
|
Per diem fees
|
Committee
Name
|
($)
|
($)
|
($)
|
Board of Directors
|
24,000
|
Nil
|
Nil
|
Directors are entitled to reimbursement for reasonable travel
and other out-of-pocket expenses incurred in connection with attendance at
meetings of the Board of Directors.
Stock Options
. The Company may grant stock options to
Directors, Senior Management and employees. As at March 30, 2016, 5,130,500
stock options have been granted and there were no options exercised during
Fiscal 2015. Refer to Item 6.E., "Share Ownership" and Table No. 8 for
information about stock options outstanding.
74
Change of Control Remuneration
.
Chief Executive Officer
The Company is a party to an employment agreement with David M.
Cole, President and CEO of the Company, effective October 1, 2010. Under the
agreement, Mr. Cole receives US$400,000 per year. The agreement may be
terminated by the Company without reason by written notice and a lump sum
payment equal to 12 months of salary and benefits. Mr. Cole may terminate the
agreement for any reason upon two months notice to the Company during which
time he will continue to receive his usual remuneration and benefits.
If Mr. Coles agreement is terminated or his duties and
responsibilities are materially changed within 12 months following a change in
control of the Company, he is entitled to receive a lump sum payment equal to 12
months of his salary and benefits and all unvested stock options and grants.
Other Executive Officers
The Company has not entered into another employment or
consulting contracts with its other Executive Officers.
For the purposes of this
section, the following terms have the following meanings:
Change of
control
means an event occurring after the effective date of this agreement
pursuant to which:
|
a)
|
a merger, amalgamation, arrangement, consolidation,
reorganization or transfer takes place in which securities of Eurasian
possessing more than 50% of the total combined voting power of the
Eurasians outstanding voting securities, respectively, are acquired by a
person or persons (other than one or more members of the Eurasian Group)
different from the person holding those voting securities immediately
prior to such event, and the composition of the Board of Directors of
Eurasian or following such event is such that their directors prior to the
transaction constitute less than 50% of the Board membership following the
event;
|
|
|
|
|
b)
|
any person (other than a member of the Eurasian Group),
or any combination of persons (none of which is a member of the Eurasian
Group) acting jointly or in concert by virtue of an agreement,
arrangement, commitment or understanding acquires, directly or indirectly,
50% or more of the voting rights attached to all outstanding voting
securities or the right to appoint a majority of the directors of
Eurasian; or
|
|
|
|
|
c)
|
Eurasian sells, transfers or otherwise disposes of all or
substantially all of its assets, except that no Change of Control will be
deemed to occur if such sale or disposition is made to a member of the
Eurasian Group.
|
Termination of Employment
means any voluntary,
involuntary or coerced resignation, retirement or other termination of
employment of any Covered Employee directly or indirectly resulting from a
Change of Control and includes the occurrence of any of the following events
after a Change of Control, if the Covered Employee does not consent thereto:
|
(a)
|
a material change in office held or employment;
|
|
|
|
|
(b)
|
a material change in the nature or scope of
duties;
|
|
|
|
|
(c)
|
a requirement to change the place of employment by more
than 45 miles;
|
|
|
|
|
(d)
|
a reduction in remuneration;
|
|
|
|
|
(e)
|
a withdrawal of benefits or privileges of employment;
or
|
|
|
|
|
(f)
|
exclusion from any incentive compensation plans in which
the Covered Employee was a participant.
|
Other Compensation
. No Senior Management/Director
received other compensation in excess of the lesser of US$25,000 or 10% of
such officer's cash compensation, and all Senior Management/Directors as a group
did not receive other compensation which exceeded US$25,000 times the number of
persons in the group or 10% of the compensation.
Bonus/Profit Sharing/Non-Cash Compensation
. Except for
the stock option program and stock grant program discussed in Item 6.E., the
Company had no material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to the Company's Directors or Senior
Management.
75
Pension/Retirement Benefits
. For the officers and
employees in the United States, the Company pays 4% of the annual salary each
year to the officer or employees 401(k) retirement plan effective January 1,
2012.
6.C. Board Practices
6.C.1. Terms of Office
.
Refer to Item 6.A.1.
6.C.2. Directors Service Contracts
.
--- No Disclosure Necessary ---
6.C.3. Board of Director Committees.
The Company has an Audit Committee, which recommends to the
Board of Directors the engagement of the independent auditors of the Company and
reviews with the independent auditors the scope and results of the Companys
audits, the Companys internal accounting controls, and the professional
services furnished by the independent auditors to the Company. The current
members of the Audit Committee are: Brian Bayley Brian Levet and Larry Okada
(Chairman). The Audit Committee met four times during Fiscal 2015.
Compensation Committee:
The Compensation Committee is
responsible for the review of all compensation paid (including stock options
granted under the Option Plan and Common Shares issued under the Stock Grant
Program) by the Company to the Board, officers and employees of the Company and
any subsidiaries, to report to the Board on the results of those reviews and to
make recommendations to the Board for adjustments to such compensation. The
current members of the Compensation Committee are: Brian Bayley (Chairman),
Brian Levet and Larry Okada.
Corporate Governance Committee:
The Corporate Governance
Committee is responsible for advising the Board of the appropriate corporate
governance procedures that should be followed by the Company and the Board and
monitoring whether they comply with such procedures. The current members of the
Corporate Governance Committee are: Michael Winn (Chairman), Brian Bayley and
Larry Okada.
The Corporate Governance Committee evaluates the effectiveness
of the Board and its committees. To facilitate this evaluation, each committee
will conduct an annual assessment of its performance, consisting of a review of
its Charter, the performance of the committee as a whole and will submit a
Committee Annual Report to the Corporate Governance Committee, including
recommendations. In addition, the Board will conduct an annual review of its
performance.
6.D. Employees/ Consultants
As of December 31, 2015, Eurasian had 38 employees and
consultants working at various locations throughout the world.
As of March 30, 2016, the Chief Financial Officer, Corporate
Secretary, Controller, Payroll & Benefits Administrator and Accounts Payable
are all based in Vancouver, Canada. The President & CEO, Chief Legal
Officer, Chief Geologist, General Manager of Exploration, Investor Relations
Director, Manager of Project Marketing, two geologists and a senior
administrative assistant are all based in the Companys office in Littleton,
Colorado through the Companys wholly-owned subsidiary, EMX USA. There are nine
employees located in Arizona including seven geologists and one office manager.
The Company has one consultant in Haiti and one consultant in Australia The
Company has 8 employees in Turkey including one senior geologist and seven local
workers.
See Item 6 Directors, Senior Management & Employees for a
description of their job responsibilities.
6.E. Share Ownership
Table No. 9 lists, as of March 30, 2016, Directors and Senior
Management who beneficially own the Company's voting securities, consisting
solely of Common Shares, and the amount of the Company's voting securities owned
by the Directors and Senior Management as a group.
76
Table No. 9
|
Shareholdings of Directors and Senior Management
|
Shareholdings of 5% Shareholders
|
|
|
|
|
|
|
|
|
|
Title of Class
|
|
Name of Beneficial Owner
|
|
Amount and Nature of
|
|
|
Percent of Class
|
|
|
|
|
|
Beneficial Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
David M. Cole (1 )
|
|
2,114,051
|
|
|
2.87%
|
|
Common
|
|
Michael D. Winn (2 )
|
|
1,068,908
|
|
|
1.45%
|
|
Common
|
|
Christina Cepeliauskas (3 )
|
|
379,000
|
|
|
0.52%
|
|
Common
|
|
Brian E. Bayley (4 )
|
|
336,375
|
|
|
0.46%
|
|
Options
|
|
Brian K. Levet (5 )
|
|
150,000
|
|
|
0.20%
|
|
Options
|
|
Larry Okada (6 )
|
|
100,000
|
|
|
0.14%
|
|
Options
|
|
Kim Casswell (7 )
|
|
15,000
|
|
|
0.02%
|
|
|
(1)
|
Of these shares, 580,000 are represented by currently
exercisable share purchase options.
|
|
(2)
|
Of these shares, 250,000 are represented by currently
exercisable share purchase options.
|
|
(3)
|
Of these shares, 235,000 are represented by currently
exercisable share purchase options.
|
|
(4)
|
Of these shares, 200,000 are represented by currently
exercisable share purchase options.
|
|
(5)
|
Of these shares, 150,000 are represented by currently
exercisable share purchase options.
|
|
(6)
|
Of these shares, 100,000 are represented by currently
exercisable share purchase options.
|
|
(7)
|
Of these shares, 15,000 are represented by currently
exercisable share purchase options.
|
Based on 73,784,710 shares outstanding as of March 30,
2016.
Stock Options
. The Board established the Option Plan to
attract and motivate the directors, officers and employees of the Company (and
any of its subsidiaries), employees of any management company and consultants to
the Company (collectively the Optionees) and thereby advance the Companys
interests by providing them an opportunity to acquire an equity interest in the
Company through the exercise of stock options granted to them under the Option
Plan.
Pursuant to the Option Plan, the Board, based on the
recommendation of the Compensation Committee, may grant options to Optionees in
consideration of them providing their services to the Company or a subsidiary.
The number of Common Shares subject to each option is determined by the Board
within the guidelines established by the Option Plan. The options enable the
Optionees to purchase Common Shares at a price fixed pursuant to such
guidelines. The options are exercisable by the Optionee giving the Company
notice and payment of the exercise price for the number of Common Shares to be
acquired.
The Option Plan authorizes the Board to grant stock options to
the Optionees on the following terms:
1.
|
The number of Common Shares subject to issuance pursuant
to outstanding options, in the aggregate, cannot exceed 10% of the
outstanding Common Shares.
|
|
|
|
|
2.
|
The number of Common Shares subject to issuance upon the
exercise of options granted under the Option Plan by one Optionee or all
Optionees providing investor relations services is subject to the
following limitations
|
|
|
|
|
|
(a)
|
no Optionee can be granted options during a 12 month
period to purchase more than
|
|
|
|
|
|
|
(i)
|
5% of the issued Common Shares unless disinterested
Shareholder approval has been obtained (such approval has not been
sought), or
|
|
|
|
|
|
|
(ii)
|
2% of the issued Common Shares, if the Optionee is a
consultant, and
|
|
|
|
|
|
(b)
|
the aggregate number of Common Shares subject to options
held by all Optionees providing investor relations services cannot exceed
2% in the aggregate.
|
|
|
|
|
3.
|
Unless the Option Plan has been approved by disinterested
Shareholders (such approval has not been obtained), options granted under
the Option Plan, together with all of the Companys previously established
and outstanding stock options, stock option plans, employee stock purchase
plans or any other compensation or incentive mechanisms involving the
issuance or potential issuance of Common Shares, shall not result, at any
time, in
|
77
|
(a)
|
the number of Common Shares reserved for issuance
pursuant to stock options granted to insiders exceeding 10% of the
outstanding Common Shares at the time of granting,
|
|
|
|
|
(b)
|
the grant to insiders, within a one year period, of
options to purchase that number of Common Shares exceeding 10% of the
outstanding Common Shares, or
|
|
|
|
|
(c)
|
the issuance to any one insider and such insiders
associates, within a one year period, of Common Shares totaling in excess
of 5% of the outstanding Common Shares.
|
4.
|
The exercise price of the options cannot be set at less
than the greater of $0.10 per Common Share and the closing trading price
of the Common Shares on the day before the granting of the stock options.
If the Optionee is subject to the tax laws of the United States of America
and owns (determined in accordance with such laws) greater than 10% of the
Common Shares, the exercise price shall be at least 110% of the price
established as aforesaid.
|
|
|
|
5.
|
The options may be exercisable for up to 10
years.
|
|
|
|
6.
|
There are not any vesting requirements unless the
Optionee is a consultant providing investor relations services to the
Company, in which case the options must vest over at least 12 months with
no more than one-quarter vesting in any three month period. However, the
Board may impose additional vesting requirements and, subject to obtaining
any required approval from the Exchange, may authorize all unvested
options to vest immediately. If there is a potential change of control
of the Company due to a take-over bid being made for the Company or a
similar event, all unvested options, subject to obtaining any required
approval from the Exchange, shall vest immediately.
|
|
|
|
7.
|
The options can only be exercised by the Optionee (to the
extent they have already vested) for so long as the Optionee is a
director, officer or employee of, or consultant to, the Company or any
subsidiary or is an employee of the Companys management Company and
within a period thereafter not exceeding the earlier of:
|
|
|
|
|
(a)
|
the original expiry date;
|
|
|
|
|
(b)
|
90 days after ceasing to be a director, officer or
employee of, or consultant at the request of the Board or for the benefit
of another director or officer to, the Company unless the Optionee is
subject to the tax laws of the United States of America, in which case the
option will terminate on the earlier of the 90
th
day and the
third month after the Optionee ceased to be an officer or employee;
and
|
|
|
|
|
(c)
|
if the Optionee dies, within one year from the Optionees
death.
|
|
|
|
|
If the Optionee is terminated for cause, involuntarily
removed or resigns (other than at the request of the Board or for the
benefit of another director or officer) from any such positions, the
option will terminate concurrently.
|
|
|
|
8.
|
The options are not assignable except to a wholly-owned
holding company. If the option qualifies as an incentive stock option
under the United States Internal Revenue Code, the option is not
assignable to a holding company.
|
|
|
|
9.
|
No financial assistance is available to Optionees under
the Option Plan.
|
|
|
|
10.
|
Any amendments to outstanding stock options are subject
to the approval of the TSX-V and NYSE MKT and, if required by either
exchange or the Option Plan, of the Shareholders of the Company, possibly
with only
|
|
|
|
|
disinterested Shareholders being entitled to vote.
Disinterested Shareholder approval must be obtained for the reduction of
the exercise price of options (including the cancellation and re-issuance
of options within a one year period so as to effectively reduce the
exercise price) of options held by insiders of the Company. The amendment
to an outstanding stock option will also require the consent of the
Optionee.
|
|
|
|
11.
|
Any amendments to the Option Plan are subject to the
approval of the TSX-V and NYSE MKT and, if required by either exchange or
the Option Plan, of the Shareholders of the Company, possibly with only
disinterested Shareholders being entitled to
vote.
|
No options have been granted under the Option Plan which are
subject to Shareholder approval.
The Option Plan does not permit stock options to be transformed
into stock appreciation rights.
78
Table No. 10
Stock Options Outstanding
|
|
|
|
|
|
Number of
|
|
|
|
|
Shares of
|
|
|
|
|
Common
|
Exercise
|
Grant
|
Expiration
|
Name
|
Stock
|
Price
|
Date
|
Date
|
|
|
|
|
|
Officers/Directors:
|
|
|
|
|
|
|
|
|
|
David M. Cole
|
150,000
150,000
80,000
200,000
|
$0.66
$1.20
$1.94
$2.80
|
06/08/2015
04/25/2014
08/22/2012
07/19/2011
|
06/08/2020
04/25/2019
08/22/2017
07/19/2016
|
|
|
|
|
|
Michael D. Winn
|
75,000
75,000
50,000
50,000
|
$0.66
$1.20
$1.94
$2.80
|
06/08/2015
04/25/2014
08/22/2012
07/19/2011
|
06/08/2020
04/25/2019
08/22/2017
07/19/2016
|
|
|
|
|
|
Christina Cepeliauskas
|
55,000
55,000
50,000
75,000
|
$0.66
$1.20
$1.94
$2.80
|
06/08/2015
04/25/2014
08/22/2012
07/19/2011
|
06/08/2020
04/25/2019
08/22/2017
07/19/2016
|
|
|
|
|
|
Brian E. Bayley
|
50,000
50,000
50,000
50,000
|
$0.66
$1.20
$1.94
$2.80
|
06/08/2015
04/25/2014
08/22/2012
07/19/2011
|
06/08/2020
04/25/2019
08/22/2017
07/19/2016
|
|
|
|
|
|
Brian K. Levet
|
50,000
50,000
50,000
|
$0.66
$1.20
$1.94
|
06/08/2015
04/25/2014
08/22/2012
|
06/08/2020
04/25/2019
08/22/2017
|
|
|
|
|
|
Larry Okada
|
50,000
50,000
|
$0.66
$1.20
|
06/08/2015
04/25/2014
|
06/08/2020
04/25/2019
|
|
|
|
|
|
Kim Casswell
|
5,000
5,000
5,000
|
$0.66
$1.20
$2.44
|
06/08/2015
04/25/2014
10/16/2012
|
06/08/2020
04/25/2019
10/16/2017
|
|
|
|
|
|
Consultants/Employees
|
877,500
60,000
17,500
979,000
62,000
621,500
50,000
20,000
40,000
50,000
10,000
813,000
|
$0.66
$0.87
$0.88
$1.20
$2.44
$1.94
$1.96
$2.10
$2.70
$2.66
$2.70
$2.80
|
06/08/2015
12/22/2014
06/26/2014
04/25/2014
10/16/2012
08/22/2012
07/05/2012
12/11/2011
09/09/2011
08/29/2011
08/03/2011
07/19/2011
|
06/08/2020
12/22/2019
06/26/2019
04/25/2019
10/16/2017
08/22/2017
07/5/2017
12/11/2016
09/09/2016
08/29/2016
08/03/2016
07/19/2016
|
Total for all Officers and Directors
|
1,530,000
|
Total for all Employees and Consultants
|
3,600,500
|
Total for all Officers, Directors,
Employees and Consultants
|
5,130,500
|
79
Stock Grant Program
.
The Board created the Incentive Stock Grant Program for the
benefit of the officers and directors of the Company in 2010, and expanded the
Program in 2011. The grants have a two-year vesting period.
The purpose of the Stock Grant Program is as follows. Firstly,
to reward and provide an incentive to such persons for the ongoing efforts
towards the continuing successes and goals of the Company as many of its
successes directly result from their very significant efforts. Secondly, to
provide such persons with a long-term incentive to remain with the Company.
Finally, from time to time, the Company may provide additional compensation in
the form of stock grants as part of annual salaries.
The Stock Grant Program provides that, following the approval
of the independent members of the Compensation Committee, up to 300,000 Common
Shares may be awarded in each year. The Common Shares awarded will vest and be
issued in three separate tranches over a two year period on the date of grant,
and on the first and second anniversaries of the initial grant. None of the
300,000 Common Shares not awarded in one year can be rolled over or awarded in
subsequent years. If the recipient ceases to be a director or officer of the
Company before the relevant anniversary, he or she will not be entitled to
receive any further Common Shares under the Stock Grant Program, including
Common Shares previously awarded for issuance on such anniversary (with the
exception of historical stock grants to Mr. Michael Winn, who shall receive the
Common Shares even if he ceases to the be director).
The actual number of Common Shares awarded in each year is that
number recommended and approved by the independent members of the Compensation
Committee or independent directors of the Company.
In addition to the Stock Grant Program, the Compensation
Committee can recommend the Board approve the issuance of up to 700,000 Common
Shares to certain officers and directors of the Company as performance based
discretionary bonuses. The purposes of the bonuses are to reward these
individuals for their extraordinary efforts and to provide them with a long term
incentive to remain with the Company. Any such share grants are subject to the
approval of by the TSX-V and NYSE MKT and, if required by either exchange, the
independent Shareholders of the Company.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS
7.A. Major Shareholders.
7.A.1.a. Holdings By Major Shareholders
.
The Company is aware of one person who beneficially own 5% or
more of the Registrant's voting securities. The table below lists as of March
24, 2016, persons and/or companies holding 5% or more beneficial interest in the
Common Shares.
5% or Greater Shareholders
|
|
|
Amount and Nature of
|
|
Title of Class
|
Name
of Owner
|
Beneficial Ownership
|
Percent of Class
|
Common
|
Paul H. Stephens
|
13,329,991
|
18.06%
|
Based on shares outstanding as of March 30, 2016.
7.A.1.b. Significant Changes
in Major
Shareholders Holdings
.
---No Disclosure Required---
7.A.1.c. Different Voting Rights
.
The Companys major shareholders do not have different voting
rights.
7.A.2. Canadian Share Ownership
.
On March 30, 2016, the Companys shareholders list showed
73,784,710 common shares outstanding and 320 registered shareholders. The
Company has researched the indirect holdings by depository institutions and
other financial institutions estimates that there are 21 holders of record"
resident in Canada representing 35,089,257 Common Shares, 264 holders of record" resident in the USA representing 38,008,065 Common
Shares, and 35 holders of record resident internationally representing 437,388
Common Shares.
80
The Company is a foreign private issuer for its current fiscal
year. As of the last business day of the Companys second fiscal quarter, the
majority of the Companys executive officers and directors are not US citizens
or residents, the majority of the Companys assets are not in the United States,
and the Company is administered principally in Canada. The Companys major
shareholders in common shares have the same voting rights as other holders of
common shares. The Company is not directly or indirectly owned or controlled by
another corporation, a foreign government or any other natural or legal persons
severally or jointly. There are no arrangements known to the Company which may
result in a change of control of the Company.
7.A.3. Control of the Company
The Company is a publicly owned Canadian Company, the shares of
which are owned by U.S. residents, Canadian residents and other foreign
residents. The Company is not controlled by any foreign government or other
person(s) except as described in Item 4.A., History and Growth of the Company,
and Item 6.E., Share Ownership.
7.A.4. Change of Control of Company Arrangements
.
--- No Disclosure Necessary ---
7.B. Related Party Transactions
The aggregate value of transactions and outstanding balances
relating to key management personnel and directors were as follows:
For the year ended December 31, 2015
|
|
|
|
|
Share-based
|
|
|
|
|
For the year
ended December 31, 2015
|
|
Salary or Fees
|
|
|
Payments
|
|
|
Total
|
|
Management
|
$
|
1,067,210
|
|
$
|
108,637
|
|
$
|
1,175,847
|
|
Outside directors *
|
|
158,257
|
|
|
79,898
|
|
|
238,155
|
|
Seabord Services Corp.
|
|
413,700
|
|
|
-
|
|
|
413,700
|
|
Total
|
$
|
1,639,167
|
|
$
|
188,535
|
|
$
|
1,827,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
|
|
|
|
|
For the year ended December 31, 2014
|
|
Salary or Fees
|
|
|
Payments
|
|
|
Total
|
|
Management
|
$
|
882,536
|
|
$
|
303,491
|
|
$
|
1,186,027
|
|
Outside directors *
|
|
168,496
|
|
|
183,513
|
|
|
352,009
|
|
Seabord Services Corp.
|
|
418,800
|
|
|
-
|
|
|
418,800
|
|
Total
|
$
|
1,469,832
|
|
$
|
487,004
|
|
$
|
1,956,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based
|
|
|
|
|
For the year ended December 31, 2013
|
|
Salary or Fees
|
|
|
Payments
|
|
|
Total
|
|
Management
|
$
|
881,120
|
|
$
|
374,120
|
|
$
|
1,255,240
|
|
Outside directors *
|
|
175,798
|
|
|
35,223
|
|
|
211,021
|
|
Seabord Services Corp.
|
|
447,900
|
|
|
-
|
|
|
447,900
|
|
Total
|
$
|
1,504,818
|
|
$
|
409,343
|
|
$
|
1,914,161
|
|
* Directors fees include $60,000 per annum paid to the
Companys non-Executive Chairman, who does not receive the fees paid to the
other independent directors.
** 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.
81
Shareholder Loans
---No Disclosure Required---
Amounts Owing to Senior Management/Directors
Included in accounts payable and accrued liabilities is $1,853
(2014 - $8,064; 2013 - $2,599) owed to key management personnel and $20,694
(2014 - $29,612; 2013 - $36,584) to other related parties for fees and services.
Other than as disclosed above, there have been no transactions
since 12/31/2015, or proposed transactions, which have materially affected or
will materially affect the Company in which any director, executive officer, or
beneficial holder of more than 5% of the outstanding common shares, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest. Management believes the
transactions referenced above were on terms at least as favorable to the Company
as the Company could have obtained from unaffiliated parties.
Other Related Party Transactions
Other than as disclosed above, there have been no transactions
or loans between the Company and (a) enterprises that directly or indirectly
through one or more intermediaries, control or are controlled by, or are under
common control with, the company; (b) associates; (c) individuals owning,
directly or indirectly, an interest in the voting power of the Company giving
them significant influence over the Company, and close members of any such
individuals family; (d) key management personnel and close members of such
individuals families; and (e) enterprises substantially owned or controlled,
directly or indirectly, by any person described in (c) or (d) or over which such
a person is able to exercise significant influence.
7.C. Interests of Experts and Counsel
--- No Disclosure Necessary ---
ITEM 8. FINANCIAL INFORMATION
8.A. Consolidated Statements and Other Financial
Information
The Company's financial statements are stated in Canadian
Dollars and are prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board. The
financial statements as required under Item 17 are attached hereto and found
immediately following the text of this Annual Report. The audit reports of
Davidson and Company, LLP, Independent Registered Public Accountants, are
included herein immediately preceding the financial statements.
Audited Financial Statements:
Fiscal Year 2015, 2014 and 2013 Ended December 31.
8.A.7. Legal/Arbitration Proceedings
The Directors and the management of the Company do not know of
any material active or pending, legal proceedings; nor is the Company involved
as a plaintiff in any material proceeding or pending litigation.
8.B. Significant Changes
There have been no significant changes to the Companys
financial condition since the end of the fiscal year.
ITEM 9. THE OFFER AND LISTING
9.A. Common Share Trading Information
The Common Shares began trading on the TSX-V on November 23,
2003 and the Common Shares began trading on the NYSE MKT on January 30,
2012.
82
Table No. 13 lists the high and low sales prices on the TSX-V
for: the last six months; for the two most recent full financial years and
subsequent period, each full financial quarter; and the last five fiscal years.
Table No. 13
TSX Venture Exchange Common Shares Trading Activity - Sales -
|
|
|
|
|
NYSE MKT
|
|
|
TSX-V
|
|
Period
|
|
|
|
|
High
|
|
|
Low
|
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
(in
US$)
|
|
|
(in
US$)
|
|
|
(in
Cdn$)
|
|
|
(in
Cdn$)
|
|
Prior fiscal years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
December 31, 2015
|
|
|
$ 0.81
|
|
|
$ 0.35
|
|
|
$ 0.97
|
|
|
$ 0.48
|
|
Year ended
|
|
December 31, 2014
|
|
|
$ 1.23
|
|
|
$ 0.63
|
|
|
$ 1.93
|
|
|
$ 0.90
|
|
Year ended
|
|
December 31, 2013
|
|
|
$ 2.20
|
|
|
$ 0.78
|
|
|
$ 2.15
|
|
|
$ 0.86
|
|
Year ended
|
|
December 31, 2012
|
|
|
$ 2.88
|
|
|
$ 1.61
|
|
|
$ 2.75
|
|
|
$ 1.66
|
|
Year ended
|
|
December 31, 2011
|
|
|
N/A
|
|
|
N/A
|
|
|
$ 3.88
|
|
|
$ 1.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior Quarters
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended
|
|
March 24, 2015
|
|
|
$ 0.60
|
|
|
$ 0.35
|
|
|
$ 0.79
|
|
|
$ 0.50
|
|
Quarter ended
|
|
Q4 - December 31,
2015
|
|
|
$ 0.57
|
|
|
$ 0.35
|
|
|
$ 0.75
|
|
|
$ 0.48
|
|
Quarter ended
|
|
Q3 - September 30, 2015
|
|
|
$ 0.56
|
|
|
$ 0.40
|
|
|
$ 0.72
|
|
|
$ 0.53
|
|
Quarter ended
|
|
Q2 - June 30,
2015
|
|
|
$ 0.75
|
|
|
$ 0.42
|
|
|
$ 0.92
|
|
|
$ 0.55
|
|
Quarter ended
|
|
Q1 - March 31, 2015
|
|
|
$ 0.81
|
|
|
$ 0.67
|
|
|
$ 0.97
|
|
|
$ 0.83
|
|
Quarter ended
|
|
Q4 - December 31,
2014
|
|
|
$ 0.89
|
|
|
$ 0.64
|
|
|
$ 0.98
|
|
|
$ 0.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last 6 months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month ended
|
|
February 28, 2016
|
|
|
$ 0.51
|
|
|
$ 0.39
|
|
|
$ 0.68
|
|
|
$ 0.55
|
|
Month ended
|
|
January 31, 2016
|
|
|
$ 0.46
|
|
|
$ 0.35
|
|
|
$ 0.67
|
|
|
$ 0.50
|
|
Month ended
|
|
December 31, 2015
|
|
|
$ 0.50
|
|
|
$ 0.35
|
|
|
$ 0.66
|
|
|
$ 0.48
|
|
Month ended
|
|
November 30, 2015
|
|
|
$ 0.57
|
|
|
$ 0.43
|
|
|
$ 0.75
|
|
|
$ 0.56
|
|
Month ended
|
|
October 31, 2015
|
|
|
$ 0.57
|
|
|
$ 0.41
|
|
|
$ 0.75
|
|
|
$ 0.55
|
|
Month ended
|
|
September 30,
2015
|
|
|
$ 0.53
|
|
|
$ 0.43
|
|
|
$ 0.67
|
|
|
$ 0.58
|
|
The closing price of the Common Shares as reported by the TSX-V
on March 24, 2016 was CDN$0.75. The closing price of the Common Shares as
reported by the NYSE MKT on March 24, 2016 was US$0.51.
9.C. Stock Exchanges Identified
Refer to Item 9.A.
ITEM 10. ADDITIONAL INFORMATION
10.A. Share Capital
--- No Disclosure Necessary ---
10.B. Memorandum and Articles of Association
New British Columbia Corporations Act
Background
Effective March 29, 2004, the Business Corporations Act
(British Columbia) (the New Act) replaced the previous Company Act (British
Columbia) (the Old Act). As a consequence, all British Columbia companies are
now governed by the New Act. The New Act is intended to modernize and streamline
company law in British Columbia.
83
Objects and Purposes
The Articles of Eurasian place no restrictions upon the type of
business that the Company may engage in.
Disclosure of Interest of Directors, Part 17 of the
Articles
17.1 A director or senior officer who holds a disclosable
interest (as that term is used in the
Business Corporations Act
) in a
contract or transaction into which the Company has entered or proposes to enter
is liable to account to the Company for any profit that accrues to the director
or senior officer under or as a result of the contract or transaction only if
and the extent provided in the
Business Corporations Act.
17.2 A director who holds a disclosable interest in a contract
into which the Company has entered or proposes to enter is not entitled to vote
on any directors resolution to approve that contract or transaction, unless all
the directors have a disclosable interest in that contract or transaction, in
which case any or all of those directors may vote on such resolution.
17.3 A director who holds a disclosable interest in a contract
or transaction into which the Company has entered or proposes to enter and who
is present at the meeting of directors at which the contract or transaction is
considered for approval may be counted in the quorum at the meeting whether or
not the director votes on any or all of the resolutions considered at the
meeting.
17.4 A director of senior officer who holds any office or
possesses any property, right or interest that could result, directly or
indirectly, in the creation of a duty or interest that materially conflicts with
that individuals duty or interest as a director or senior officer, must
disclose the nature and extent of the conflict as required by the
Business
Corporations Act
.
17.5 A director may hold any office or place of profit with the
Company, other than the office of auditor of the Company, in addition to their
office of director for a period and on the terms (as to remuneration or
otherwise)that the directors may determine.
17.6 No director or intended director is disqualified by their
office from contracting with the Company either with regard to the holding or
any office or place of profit the director holds with the Company or as vendor,
purchaser or otherwise, and no contract or transaction entered into by or on
behalf of the Company in which a director is in any way interested is liable to
be voided for that reason.
17.7 A director or officer, or any person in which a director
or officer has an interest, may act in a professional capacity for the Company,
except as auditor of the Company, and the director or officer or such person is
entitled to remuneration for professional services as if that director or
officer were not a director or officer.
17.8 A director or officer may be or become a director, officer
or employee of, or otherwise interested in, any person in which the Company may
be interested as a shareholder or otherwise, and the director or officer is not
accountable to the Company for any remuneration or other benefits received by
them as director, officer or employee of, or from their interest in, such other
person.
Powers and Duties of Directors Part 16 of the Articles
16.1 The directors must, subject to the Articles, manage or
supervise the management of the business and affairs of the Company and have the
authority to exercise all such powers of the Company as are not, by the
Business Corporations Act
or by the Articles, required to be exercised by
the shareholders of the Company.
16.2 The directors may from time to time, by power of attorney
or other instrument, under seal if so required by law, appoint any person to be
the attorney of the Company for such purposes, and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the directors
under these Articles and excepting the power to fill vacancies in the board of
directors, to remove a director, to change the membership of, or fill vacancies
in, any committee of the directors, to appoint or remove officers appointed by
the directors and to declare dividends)and for such period, and with such
remuneration and subject to such conditions as the directors may think fit. Any
such power of attorney may contain such provisions for the protection or
convenience of persons dealing with such attorney as the directors think fit.
Any such attorney may be authorized by the director to sub-delegate all or any
of the powers, authorities and discretions for the time being vested in them.
84
Borrowing Powers of Directors, Part 8 of the Articles
8.1. The directors, if authorized by the directors, may:
(1) borrow money in such manner and
amount, on the security, from the sources and upon the terms and conditions as
they consider appropriate;
(2) issue bonds, debentures, and other
debt obligations either outright or as security for any liability or obligation
of the Company or any other person and at such discounts or premiums and on such
other terms as they consider appropriate;
(3) guarantee the repayment of money by
any other persons or the performance of any obligation of any other person; and
(4) mortgage, charge, whether by way of
specific or floating charge, grant a security interest in, or give other
security on, the whole or any part of the present and future assets and
undertaking of the Company.
Remuneration of Directors
Part 13 of the Articles
13.5 The directors are entitled to the remuneration for acting
as directors, if any, as the directors may from time to time determine. If they
so decide, the remuneration, if any, of the directors will be determined by the
shareholders. That remuneration may be in addition to any salary or other
remuneration paid to any officer of employee of the Company as such, who is also
a director.
13.6 The Company must reimburse each director for the
reasonable expenses they may incur in and about the business of the Company.
13.7 If any director performs any professional or other
services for the Company that in the opinion of the directors are outside the
ordinary duties of a director, or if any director is otherwise specially
occupied in or about the Companys business, they may be paid remuneration fixed
by the directors, or, at the option of that director, fixed by ordinary
resolution, and such remuneration may be either in addition to, or in
substitution for, any other remuneration that they may be entitled to receive.
13.8 Unless otherwise determined by ordinary resolution, the
directors on behalf of the Company may pay a gratuity or pension or allowance on
retirement to any director who has held any salaried office or place of profit
with the Company or to their spouse or dependants and may make contributions to
any fund and pay premiums for the purchase or provision of any such gratuity,
pension or allowance.
Required Ownership of Capital by Directors Part 13 of the
Articles
13.4. A director is not required to hold a share in the capital
of the Company as qualification for their office but must be qualified as
required by the
Business Corporations Act
to become, act or continue to
act as a director.
Dividend Rights Part 22 of the Articles
22.2 The directors may from time to time declare and authorize
payment of such dividends as they may deem advisable.
Special Rights and Restrictions Part 9 and 10 of the
Articles
9.2 The Company may by ordinary resolution:
(1) create special rights or
restrictions for, and attach those special rights or restrictions to, the shares
of any class or series of shares, unless any of those shares have been issued in
which case the Company may do so only be special resolution; or
85
(2) vary or delete any special rights
or restrictions attached to the shares of any class or series of shares, unless
any of those shares have been issued in which case the Company may do so only be
ordinary resolution.
Rules pertaining to annual general and special general meetings
of shareholders are described in Sections Ten of the Companys Articles. These
rules are summarized as follows:
10.1 The Company must, unless an annual general meeting is
deferred or waived in accordance with the
Business Corporations Act
, hold
its first annual general meeting following incorporation, amalgamation or
continuation within 18 months after the date on which it was incorporated or
otherwise created and recognized, and after that must hold an annual general
meeting at least once in each calendar year and not more than 15 months after
the last annual reference date at such time and place as may be determined by
the directors; and
10.2 If all the shareholders entitled to vote at an annual
general meeting consent by unanimous resolution under the
Business
Corporations Act
to all of the business required to be transacted at that
annual general meeting, the meeting is deemed to have been held on the date of
the unanimous resolution. The shareholders must, in any unanimous resolution
passed under this Article 10.2, select the Companys annual reference date a
date that would be appropriate for the holding of the applicable annual general
meeting.
10.3 The directors may, whenever they think fit, call a meeting
of shareholders to be held in British Columbia, Calgary, Alberta or Toronto,
Ontario or at such other location as may be approved by the Registrar of
Companies at such time and place as may be determined by the directors.
10.4 The Company must send notice of the date, time and
location of any meeting of shareholders, in the manner provided by these
Articles, or in such other manner, if any, as may be prescribed by ordinary
resolution (whether previous notice of the resolution has been give or not), to
each shareholder entitled to attend the meeting, to each director and to the
auditor of the Company, unless these Articles otherwise provide, at least the
following number of days before the meeting:
|
(1)
|
if and for so long the Company is a public company, 21
days;
|
|
|
|
|
(2)
|
otherwise, 10 days.
|
10.5 The directors may set a date as the record date for the
purpose of determining shareholders entitled to notice of any meeting of
shareholders. The record date must not precede the date on which the meeting is
to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the
Business Corporations Act
, by
more than four months. The record date must not precede the date on which the
meeting is held by fewer than:
|
(1)
|
if and for so long as the Company is a public company, 21
days;
|
|
|
|
|
(2)
|
otherwise, 10 days.
|
If no record date is set, it is 5:00 p.m. on the business day
immediately preceding the first date on which the notice is sent or, if no
notice is sent, the beginning of the meeting.
10.6 The directors may set a date as the record date for the
purpose of determining shareholders entitled to vote at any meeting of
shareholders. The record date must not precede the date on which the meeting is
to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the
Business Corporations Act
, by
more than four months. If no record date is set, the record date is 5:00 p.m. on
the day immediately preceding the first date on which the notice is sent or, if
no notice is sent, the beginning of the meeting.
10.7 The accidental omission to send notice of any meetings to,
or the non-receipt of any notice by, any of the persons entitled to notice does
not invalidate any proceedings at that meeting. Any person entitled to notice of
such meeting of shareholders may, in writing or otherwise, waive or reduce the
period of notice of such meeting.
10.8 If a meeting of shareholders is to consider special
business within the meaning of Article 11.1, the notice of meeting must:
|
(1)
|
state the general nature of the special business;
and
|
86
(2) if the special business includes
considering, approving, ratifying, adopting or authorizing any document or the
signing of or giving of effect to any document, have attached to it a copy of
the document or state that a copy of the document will be available for
inspection by shareholders:
|
(a)
|
at the Company records office, or at such other
reasonably accessible location in British Columbia as is specified in such
notice; and
|
|
|
|
|
(b)
|
during statutory business hours o any one or more
specified days before the day set for the holding of the
meeting.
|
Proceedings at Meetings of Shareholders
Part 11 of the
Articles
11.1 At a meeting of shareholders, the following business is
special business:
|
(1)
|
at a meeting of shareholders that is not an annual
general meeting, all business is special business except business relating
to the conduct of or voting at the meeting;
|
|
|
|
|
(2)
|
at an annual general meeting, all business is special
business except for the following:
|
|
|
|
|
|
(a)
|
business relating to the conduct or voting at the
meeting;
|
|
|
(b)
|
consideration of any financial statements of the Company
presented to the meeting;
|
|
|
(c)
|
consideration of any reports of the directors or
auditor;
|
|
|
(d)
|
the setting or changing of the number of
directors;
|
|
|
(e)
|
the election or appointment of directors;
|
|
|
(f)
|
the appointment of an auditor;
|
|
|
(g)
|
the setting of the remuneration of the auditor;
|
|
|
(h)
|
business arising out of a report of the directors not
requiring the passing of a special resolution or an exceptional
resolution; and
|
|
|
(i)
|
any other business under which, under these Articles or
the
Business Corporations Act
, may be transacted at a meeting of
shareholders without prior notice of the business being given to the
shareholders.
|
11.2 The majority of votes required for the Company to pass a
special resolution at a meeting of shareholders are two-thirds of the votes cast
on the resolution.
11.3 Subject to the special rights and restrictions attached to
the shares of any class or series of shares, the quorum for the transaction of
business at a meeting of shareholders is two shareholders present in person or
represented by proxy.
11.4 If there is only one shareholder entitled to vote at a
meeting of shareholders:
|
(1)
|
the quorum of one person who is, or who represents by
proxy, that shareholder; and
|
|
|
|
|
(2)
|
that shareholder, present in person or by proxy, may
constitute the meeting.
|
11.5 The directors, the president (if any), the secretary (if
any), the assistant secretary (if any), any lawyer for the Company, auditor of
the Company and any other persons invited by the directors are entitled to
attend any meeting of shareholders, but if any of those persons does attend a
meeting of shareholders, that person is not to be counted in the quorum and is
not entitled to vote at the meeting unless that person is a shareholder or proxy
holder entitled to vote at the meeting.
11.6 No business, other than the election of a chair of the
meeting and the adjournment of the meeting, may be transacted at any meeting of
shareholders unless a quorum of shareholders entitled to vote is present at the
commencement of the meeting, but such quorum need not be present throughout the
meeting.
11.7 If, within one-half hour from the time set for the holding
of a meeting of shareholders, a quorum is not present:
|
(1)
|
in the case of a general meeting requisitioned by
shareholders, the meeting is dissolved, and
|
|
|
|
|
(2)
|
in the case of any other meeting of shareholders, the
meeting stands adjourned to the same day in the next week at the same time
and place.
|
87
11.8 If, at the meeting to which the meeting referred to in
Article 11.7(2) was adjourned, a quorum is not present within one-half hour from
the time set for the holding of the meeting, the person or persons present and
being, or representing by proxy, one or more shareholders entitled to attend and
vote at the meeting constitute a quorum.
11.9 The following individuals are entitled to preside as chair
at a meeting of shareholders:
|
(1)
|
the chair of the board, if any; or
|
|
|
|
|
(2)
|
if the chair of the board is absent or unwilling to act
as chair of the meeting, the first of the following individuals to agree
to act as chair: the president, if any.
|
11.10 If, at any meeting of shareholders, the chair of the
board or president are not present within 15 minutes after the time set for
holding the meeting, or if the chair of the board an the president are unwilling
to act as chair of the meeting, or if the chair of the board and the president
have advised the secretary, if any, or any director present at the meeting, that
they will not be present at the meeting, one of the chief executive officer, the
chief financial officer, a vice-president, the secretary or the Companys legal
counsel may act as chair of the meeting and, failing them, the directors present
must choose one of their number to be chair of the meeting or if all of the
directors present decline to take the chair or fail to so choose of if no
director is present, the shareholders entitled to vote at the meeting who are
present in person or by proxy may choose any person at the meeting to chair the
meeting.
11.11 The chair of a meeting of shareholders may, and if so
directed by the meeting must, adjourn the meeting from time to time and from
place to place, but no business may be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment took
place.
11.12 It is not necessary to give any notice of an adjourned
meeting or of the business to be transacted at any adjourned meeting of
shareholders except that, when a meeting is adjourned for 30 days or more,
notice of the adjourned meeting must be given as in the case of the original
meeting.
11.13 Every motion put to a vote at a meeting of shareholders
will be decided on a show of hands unless a poll, before or on the declaration
of the result of the vote by show of hands, is directed by the chair or demanded
by at least one shareholder entitled to vote who is present in person or by
proxy.
11.14 The chair of a meeting of shareholders must declare to
the meeting the decision on every question in accordance with the result of the
show of hands or the poll, as the case may be, and that decision must be entered
into the minutes of the meeting. A declaration of the chair that a resolution is
carried by the necessary majority or is defeated is, unless a poll is directed
by the chair or demanded under Article 11.13, conclusive evidence without proof
of the number or proportion of the votes recorded in favor of or against the
resolution.
11.15 No motion proposed at a meeting of shareholders need be
seconded unless the chair of the meeting rules otherwise, and the chair of any
meeting of shareholders is entitled to propose or second a motion.
11.16 In case of an equality of votes, the chair of a meeting
of shareholders does not, either on a show of hands or on a poll, have a second
or casting vote in addition to the vote or votes to which the chair may be
entitled as a shareholder.
11.17 Subject to Article 11.18, if a poll is duly demanded at a
meeting of shareholders:
|
(1)
|
the poll must be taken:
|
|
|
|
|
|
|
(a)
|
at the meeting, or within seven days after the date of
the meeting, as the chair of the meeting directs; and
|
|
|
|
|
|
|
(b)
|
in the manner, at the time and at the place that the
chair of the meeting directs;
|
|
|
|
|
|
(2)
|
the result of the poll is deemed to be the decision of
the meeting at which the poll is demanded; and
|
|
|
|
|
|
(3)
|
the demand for the poll may be withdrawn by the person
who demanded it.
|
11.18 A poll demanded at a meeting of shareholders on a
question of adjournment must be taken immediately at the meeting.
11.19 In the case of any dispute as to the admission or
rejection of a vote given on a poll, the chair of the meeting must determine the
dispute, and their determination made in good faith is final and conclusive.
88
11.20 On a poll, a shareholder entitled to more than one vote
need not cast all the votes in the same way.
11.21 No poll may be demanded in respect of the vote by which a
chair of a meeting of shareholders is elected.
11.22 The demand for a poll at a meeting of shareholders does
not, unless the chair of the meeting so rules, prevent the continuation of a
meeting for the transaction of any business other than the question on which a
poll had been demanded.
11.23 The Company must, for at least three months after a
meeting of shareholders, keep each ballot cast on a poll and each proxy voted at
the meeting at its records office, and, during that period, makes them available
for inspection during normal business hours by any shareholder or proxy holder
entitled to vote at the meeting. At the end of such three month period, the
Company may destroy such ballots and proxies.
Votes of Shareholders
Part 12 of the Articles
12.1 Subject to any special rights or restrictions attached to
any shares and to the restrictions imposed on joint shareholders under Article
12.3:
|
(1)
|
on a vote by a show of hands, every person present who is
a shareholder or proxy holder and entitled to vote on the matter has one
vote; and
|
|
|
|
|
(2)
|
on a poll, every shareholder entitled to vote on the
matter has one vote in respect of each share entitled to be voted on the
matter and held by that shareholder and may exercise that vote either in
person or by proxy.
|
Other Issues
Neither the Companys articles nor British Columbia law permit:
staggered terms for Directors; cumulative voting; shareholder approval of
corporate matter by written consent; the adoption of various poison pill
measures precluding shareholders from realizing a potential premium over the
market value of their shares. Neither the Companys articles nor British
Columbia law require retirement or non-retirement of directors under an age
limit requirement.
There are no limitations on the rights to own securities.
There is no provision of the Companys articles that would have
an effect of delaying, deferring or preventing a change in control of the
Company and that would operate only with respect to a merger, acquisition or
corporate restructuring involving the Company (or any of its subsidiaries).
Shareholder ownership must be disclosed to the British Columbia
Securities Commission and the TSX-V by any shareholder who owns more than 10% of
the Companys common stock.
10.C. Material Contracts
On February 1, 2014, Eurasian entered into a Services Agreement
with Seabord, a management services company controlled by Michael D. Winn, the
Chairman of the Board of Directors of Eurasian. Pursuant to the agreement,
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. In exchange, Eurasian paid to Seabord a retainer of
$10,000 upon execution of the agreement and pays $34,900 per month until
termination of the agreement by either party as provided therein. Additionally,
the President and Chief Executive Officer of Eurasian provides to Seabord any
assistance required from Eurasian in performance of Seabords services.
10.D. Exchange Controls
Canada has no system of exchange controls. There are no
Canadian restrictions on the repatriation of capital or earnings of a Canadian
public company to non-resident investors. There are no laws in Canada or
exchange restrictions affecting the remittance of dividends, profits, interest,
royalties and other payments to non-resident holders of the Companys
securities, except as discussed in Item 10, Taxation" below.
Restrictions on Share Ownership by Non-Canadians -
There
are no limitations under the laws of Canada or in the organizing documents of
the Company on the right of foreigners to hold or vote securities of the
Company, except that the Investment Canada Act may require review and approval
by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for
acquisitions of control is generally defined as being one-third or more of the
voting shares of the Company. "Non-Canadian" generally means an individual who
is not a Canadian citizen, or a Company, partnership, trust or joint venture
that is ultimately controlled by non-Canadians.
89
10.E. Taxation
Canadian Federal Income Tax Considerations
The following is a brief summary of some of the principal
Canadian federal income tax consequences to a holder of common shares of the
Company (a "U.S. Holder") who deals at arm's length with the Company, holds the
shares as capital property and who, for the purposes of the Income Tax Act
(Canada) (the "Act") and the Canada United States Income Tax Convention (the
"Treaty"), is at all relevant times resident in the United States, is not and is
not deemed to be resident in Canada and does not use or hold and is not deemed
to use or hold the shares in carrying on a business in Canada. Special rules,
which are not discussed below, may apply to a U.S. Holder that is an insurer
that carries on business in Canada and elsewhere.
Under the Act and the Treaty, a U.S. Holder of common shares
will generally be subject to a 15% withholding tax on dividends paid or credited
or deemed by the Act to have been paid or credited on such shares. The
withholding tax rate is 5% where the U.S. Holder is a Company that beneficially
owns at least 10% of the voting shares of the Company and the dividends may be
exempt from such withholding in the case of some U.S. Holders such as qualifying
pension funds and charities.
In general, a U.S. Holder will not be subject to Canadian
income tax on capital gains arising on the disposition of shares of the Company
unless (i) at any time in the five-year period immediately preceding the
disposition, 25% or more of the shares of any class or series of the capital
stock of the Company was owned by (or was under option of or subject to an
interest of) the U.S. holder or persons with whom the U.S. holder did not deal
at arm's length, and (ii) the value of the common shares of the Company at the
time of the disposition derives principally from real property (as defined in
the Treaty) situated in Canada. For this purpose, the Treaty defines real
property situated in Canada to include rights to explore for or exploit mineral
deposits and other natural resources situated in Canada, rights to amounts
computed by reference to the amount or value of production from such resources,
certain other rights in respect of natural resources situated in Canada and
shares of a Company the value of whose shares is derived principally from real
property situated in Canada.
The US Internal Revenue Code provides special anti-deferral
rules regarding certain distributions received by US persons with respect to,
and sales and other dispositions (including pledges) of stock of, a passive
foreign investment company. A foreign Company, such as the Company, will be
treated as a passive foreign investment company if 75% or more of its gross
income is passive income for a taxable year or if the average percentage of its
assets (by value) that produce, or are held for the production of, passive
income is at least 50% for a taxable year. The Company believes that it was a
passive foreign investment company as at December 31, 2015.
Dividends
A Holder will be subject to Canadian withholding tax ("Part
XIII Tax") equal to 25%, or such lower rate as may be available under an
applicable tax treaty, of the gross amount of any dividend paid or deemed to be
paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as
amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and
7/29/1997 (the "Treaty"), the rate of Part XIII Tax applicable to a dividend on
common shares paid to a Holder who is a resident of the United States and who is
the beneficial owner of the dividend, is 5%. If the Holder is a company that
owns at least 10% of the voting stock of the Company paying the dividend, and,
in all other cases, the tax rate is 15% of the gross amount of the dividend. The
Company will be required to withhold the applicable amount of Part XIII Tax from
each dividend so paid and remit the withheld amount directly to the Receiver
General for Canada for the account of the Holder.
Disposition of Common Shares
A Holder who disposes of a common share, including by deemed
disposition on death, will not normally be subject to Canadian tax on any
capital gain (or capital loss) thereby realized unless the common share
constituted "taxable Canadian property" as defined by the
Tax Ac
t.
Generally, a common share of a public Company will not constitute taxable
Canadian property of a Holder if the share is listed on a prescribed stock
exchange unless the Holder or persons with whom the Holder did not deal at arm's
length alone or together held or held options to acquire, at any time within the
five years preceding the disposition, 25% or more of the shares of any class of
the capital stock of the Company. The Canadian Venture Exchange is a prescribed
stock exchange under the
Tax Ac
t. A Holder who is a resident of the
United States and realizes a capital gain on a disposition of a common share
that was taxable Canadian property will nevertheless, by virtue of the Treaty,
generally be exempt from Canadian tax thereon unless (a) more than 50% of the
value of the common shares is derived from, or from an
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interest in, Canadian real estate, including Canadian mineral
resource properties, (b) the common share formed part of the business property
of a permanent establishment that the Holder has or had in Canada within the 12
month period preceding the disposition, or (c) the Holder is an individual who
(i) was a resident of Canada at any time during the 10 years immediately
preceding the disposition, and for a total of 120 months during any period of 20
consecutive years, preceding the disposition, and (ii) owned the common share
when he ceased to be resident in Canada.
A Holder who is subject to Canadian tax in respect of a capital
gain realized on a disposition of a common share must include three quarters of
the capital gain (taxable capital gain) in computing the Holder's taxable income
earned in Canada. The Holder may, subject to certain limitations, deduct
three-quarters of any capital loss (allowable capital loss) arising on a
disposition of taxable Canadian property from taxable capital gains realized in
the year of disposition in respect to taxable Canadian property and, to the
extent not so deductible, from such taxable capital gains realized in any of the
three preceding years or any subsequent year.
Certain United States Federal Income Tax Considerations
The following is a general summary of certain material U.S.
federal income tax considerations applicable to a U.S. Holder (as defined below)
arising from and relating to the acquisition, ownership, and disposition of
common shares.
This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential U.S. federal
income tax considerations that may apply to a U.S. Holder arising from and
relating to the acquisition, ownership, and disposition of common shares. In
addition, this summary does not take into account the individual facts and
circumstances of any particular U.S. Holder that may affect the U.S. federal
income tax consequences to such U.S. Holder, including specific tax consequences
to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is
not intended to be, and should not be construed as, legal or U.S. federal income
tax advice with respect to any U.S. Holder. This summary does not address the
U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and
local, and non-U.S. tax consequences to U.S. Holders of the acquisition,
ownership, and disposition of common shares. Except as specifically set forth
below, this summary does not discuss applicable tax reporting requirements. Each
U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S.
federal alternative minimum, U.S. federal estate and gift, U.S. state and local,
and non-U.S. tax consequences relating to the acquisition, ownership and
disposition of common shares.
No legal opinion from U.S. legal counsel or ruling from the
Internal Revenue Service (the "IRS") has been requested, or will be obtained,
regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of common shares. This summary is not binding on the
IRS, and the IRS is not precluded from taking a position that is different from,
and contrary to, the positions taken in this summary. In addition, because the
authorities on which this summary is based are subject to various
interpretations, the IRS and the U.S. courts could disagree with one or more of
the positions taken in this summary.
Scope of this Summary
Authorities
This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, the Treaty, and U.S. court decisions that are applicable and, in each
case, as in effect and available, as of the date of this document. Any of the
authorities on which this summary is based could be changed in a material and
adverse manner at any time, and any such change could be applied on a
retroactive or prospective basis which could affect the U.S. federal income tax
considerations described in this summary. This summary does not discuss the
potential effects, whether adverse or beneficial, of any proposed legislation
that, if enacted, could be applied on a retroactive or prospective basis.
U.S. Holders
For purposes of this summary, the term "U.S. Holder" means a
beneficial owner of common shares that is for U.S. federal income tax purposes:
-
an individual who is a citizen or resident of the U.S.;
-
a corporation (or other entity taxable as a corporation for U.S. federal
income tax purposes) organized under the laws of the U.S., any state thereof
or the District of Columbia;
-
an estate whose income is subject to U.S. federal income taxation
regardless of its source; or
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-
a trust that (1) is subject to the primary supervision of a court within
the U.S. and the control of one or more U.S. persons for all substantial
decisions or (2) has a valid election in effect under applicable Treasury
Regulations to be treated as a U.S. person.
Non-U.S. Holders
For purposes of this summary, a "non-U.S. Holder" is a
beneficial owner of common shares that is not a U.S. Holder or is a partnership.
This summary does not address the U.S. federal income tax consequences to
non-U.S. Holders arising from and relating to the acquisition, ownership, and
disposition of common shares. Accordingly, a non-U.S. Holder should consult its
own tax advisor regarding the U.S. federal, U.S. federal alternative minimum,
U.S. federal estate and gift, U.S. state and local, and non-U.S. tax
consequences (including the potential application of and operation of any income
tax treaties) relating to the acquisition, ownership, and disposition of common
shares.
U.S. Holders Subject to Special U.S. Federal Income Tax
Rules Not Addressed
This summary does not address the U.S. federal income tax
considerations applicable to U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders that: (a) are
tax-exempt organizations, qualified retirement plans, individual retirement
accounts, or other tax-deferred accounts; (b) are financial institutions,
underwriters, insurance companies, real estate investment trusts, or regulated
investment companies; (c) are broker-dealers, dealers, or traders in securities
or currencies that elect to apply a mark-to-market accounting method; (d) have a
"functional currency" other than the U.S. dollar; (e) own common shares as part
of a straddle, hedging transaction, conversion transaction, constructive sale,
or other arrangement involving more than one position; (f) acquired common
shares in connection with the exercise of employee stock options or otherwise as
compensation for services; (g) hold common shares other than as a capital asset
within the meaning of Section 1221 of the Code (generally, property held for
investment purposes); or (h) own or have owned (directly, indirectly, or by
attribution) 10% or more of the total combined voting power of the outstanding
shares of Eurasian. This summary also does not address the U.S. federal income
tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or
former long-term residents of the U.S.; (b) persons that have been, are, or will
be a resident or deemed to be a resident in Canada for purposes of the Act; (c)
persons that use or hold, will use or hold, or that are or will be deemed to use
or hold common shares in connection with carrying on a business in Canada; (d)
persons whose common shares constitute "taxable Canadian property" under the
Act; or (e) persons that have a permanent establishment in Canada for the
purposes of the Treaty. U.S. Holders that are subject to special provisions
under the Code, including, but not limited to, U.S. Holders described
immediately above, should consult their own tax advisor regarding the U.S.
federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S.
state and local, and non-U.S. tax consequences relating to the acquisition,
ownership and disposition of common shares.
If an entity or arrangement that is classified as a partnership
(or "pass-through" entity) for U.S. federal income tax purposes holds common
shares, the U.S. federal income tax consequences to such partnership and the
partners (or owners) of such partnership generally will depend on the activities
of the partnership and the status of such partners (or owners). This summary
does not address the tax consequences to any such partnership or partner (or
owner). Partners (or owners) of entities or arrangements that are classified as
partnerships for U.S. federal income tax purposes should consult their own tax
advisors regarding the U.S. federal income tax consequences arising from and
relating to the acquisition, ownership, and disposition of common shares.
Passive Foreign Investment Company Rules
If Eurasian were to constitute a "passive foreign investment
company" (a PFIC), as defined below, within the meaning of Section 1297 of the
Code, for any year during a U.S. Holders holding period, then certain different
and potentially adverse rules will affect the U.S. federal income tax
consequences to a U.S. Holder resulting from the acquisition, ownership and
disposition of common shares. In addition, in any year in which Eurasian is
classified as a PFIC, such holder will be required to file an annual report with
the IRS containing such information as Treasury Regulations or other IRS
guidance may require. A failure to satisfy such reporting requirements may
result in an extension of the time period during which the IRS can assess a tax.
U.S. Holders should consult their own tax advisors regarding the requirements of
filing such information returns under these rules, including the requirement to
file an IRS Form 8621.
PFIC Status of Eurasian
Eurasian generally will be a PFIC if, for a tax year, (a) 75%
or more of the gross income of Eurasian is passive income (the "income test"),
or (b) 50% or more of the value of Eurasians assets either produce passive
income or are held for the production of passive income, based on the quarterly
average of the fair market value of such assets (the "asset test"). "Gross
income" generally includes all sales revenues less the cost of goods sold, plus
income from investments and from incidental or outside operations or sources, and "passive income"
generally includes, for example, dividends, interest, certain rents and
royalties, certain gains from the sale of stock and securities, and certain
gains from commodities transactions.
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Active business gains arising from the sale of commodities
generally are excluded from passive income if substantially all (85% or more) of
a foreign corporations commodities are stock in trade of such foreign
corporation or other property of a kind which would properly be included in
inventory of such foreign corporation, or property held by such foreign
corporation primarily for sale to customers in the ordinary course of business
and certain other requirements are satisfied.
For purposes of the PFIC income test and asset test described
above, if Eurasian owns, directly or indirectly, 25% or more of the total value
of the outstanding shares of another corporation, Eurasian will be treated as if
it (a) held a proportionate share of the assets of such other corporation and
(b) received directly a proportionate share of the income of such other
corporation. In addition, for purposes of the PFIC income test and asset test
described above, and assuming certain other requirements are met, "passive
income" does not include certain interest, dividends, rents, or royalties that
are received or accrued by Eurasian from certain "related persons" (as defined
in Section 954(d)(3) of the Code), to the extent such items are properly
allocable to the income of such related person that is not passive income.
Eurasian currently expects that it will be classified as a
passive foreign investment company (PFIC) for the tax year ending December 31,
2015 and expects to be a PFIC in future tax years. No opinion of legal counsel
or ruling from the IRS concerning the status of Eurasian as a PFIC has been
obtained or is currently planned to be requested. The determination of whether
any corporation was, or will be, a PFIC for a tax year depends, in part, on the
application of complex U.S. federal income tax rules, which are subject to
differing interpretations. In addition, whether any corporation will be a PFIC
for any tax year depends on the assets and income of such corporation over the
course of each such tax year and, as a result, cannot be predicted with
certainty as of the date of this document. Accordingly, there can be no
assurance that the IRS will not challenge any determination made by Eurasian
concerning its PFIC status. Each U.S. Holder should consult its own tax advisor
regarding the PFIC status of Eurasian.
Default PFIC Rules Under Section 1291 of the Code
If Eurasian is a PFIC, the U.S. federal income tax consequences
to a U.S. Holder of the acquisition, ownership, and disposition of common shares
will depend on whether such U.S. Holder makes an election to treat Eurasian as a
"qualified electing fund", or "QEF", under Section 1295 of the Code, or a "QEF
Election", or a mark-to-market election under Section 1296 of the Code, or a
"Mark-to-Market Election". A U.S. Holder that does not make either a QEF
Election or a Mark-to-Market Election will be referred to in this summary as a
"Non-Electing U.S. Holder".
A Non-Electing U.S. Holder will be subject to the rules of
Section 1291 of the Code with respect to, (a) any gain recognized on the sale or
other taxable disposition of common shares, and (b) any excess distribution
received on common shares. A distribution generally will be an "excess
distribution" to the extent that such distribution (together with all other
distributions received in the current tax year) exceeds 125% of the average
distributions received during the three preceding tax years (or during a U.S.
Holders holding period for common shares, if shorter).
Under Section 1291 of the Code, any gain recognized on the sale
or other taxable disposition of common shares and any "excess distribution"
received on common shares must be ratably allocated to each day in a
Non-Electing U.S. Holders holding period for the respective common shares. The
amount of any such gain or excess distribution allocated to the tax year of
disposition or distribution of the excess distribution and to years before the
entity became a PFIC, if any, would be taxed as ordinary income. The amounts
allocated to any other tax year would be subject to U.S. federal income tax at
the highest tax rate applicable to ordinary income in each such year, and an
interest charge would be imposed on the tax liability for each such year,
calculated as if such tax liability had been due in each such year. A
Non-Electing U.S. Holder that is not a corporation must treat any such interest
paid as "personal interest", which is not deductible.
If Eurasian is a PFIC for any tax year during which a
Non-Electing U.S. Holder holds common shares, Eurasian will continue to be
treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of
whether Eurasian ceases to be a PFIC in one or more subsequent tax years. A
Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to
recognize gain (which will be taxed under the rules of Section 1291 of the Code
discussed above), but not loss, as if such common shares were sold on the last
day of the last tax year for which Eurasian was a PFIC.
QEF Election
A U.S. Holder that makes a timely and effective QEF Election
for the first tax year in which its holding period of its common shares begins
generally will not be subject to the rules of Section 1291 of the Code discussed
above with respect to its common shares. A U.S. Holder that makes a timely and
effective QEF Election will be subject to U.S. federal income tax on such U.S.
Holders pro rata share of, (a) the net capital gain of Eurasian, which will be
taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of Eurasian, which
will be taxed as ordinary income to such U.S. Holder. Generally, "net capital
gain" is the excess of (i) net long-term capital gain over (ii) net short-term
capital loss, and "ordinary earnings" are the excess of (i) "earnings and
profits" over (ii) net capital gain. A U.S. Holder that makes a QEF Election
will be subject to U.S. federal income tax on such amounts for each tax year in
which Eurasian is a PFIC, regardless of whether such amounts are actually
distributed to such U.S. Holder by Eurasian. However, for any tax year in which
Eurasian is a PFIC and has no net income or gain, U.S. Holders that have made a
QEF Election would not have any income inclusions as a result of the QEF
Election. If a U.S. Holder that made a QEF Election has an income inclusion,
such U.S. Holder may, subject to certain limitations, elect to defer payment of
current U.S. federal income tax on such amounts, subject to an interest charge.
If such U.S. Holder is not a corporation, any such interest paid will be treated
as "personal interest", which is not deductible.
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A U.S. Holder that makes a timely and effective QEF Election
with respect to Eurasian generally, (a) may receive a tax-free distribution from
Eurasian to the extent that such distribution represents "earnings and profits"
of Eurasian that were previously included in income by the U.S. Holder because
of such QEF Election, and (b) will adjust such U.S. Holders tax basis in common
shares to reflect the amount included in income or allowed as a tax-free
distribution because of such QEF Election. In addition, a U.S. Holder that makes
a QEF Election generally will recognize capital gain or loss on the sale or
other taxable disposition of common shares.
The procedure for making a QEF Election, and the U.S. federal
income tax consequences of making a QEF Election, will depend on whether such
QEF Election is timely. A QEF Election will be treated as "timely" if such QEF
Election is made for the first year in the U.S. Holders holding period for
common shares in which Eurasian was a PFIC. A U.S. Holder may make a timely QEF
Election by filing the appropriate QEF Election documents at the time such U.S.
Holder files a U.S. federal income tax return for such year. If a U.S. Holder
does not make a timely and effective QEF Election for the first year in the U.S.
Holders holding period for common shares, the U.S. Holder may still be able to
make a timely and effective QEF Election in a subsequent year if such U.S.
Holder also makes a "purging" election to recognize gain (which will be taxed
under the rules of Section 1291 of the Code discussed above) as if such common
shares were sold for their fair market value on the day the QEF Election is
effective.
A QEF Election will apply to the tax year for which such QEF
Election is timely made and to all subsequent tax years, unless such QEF
Election is invalidated or terminated or the IRS consents to revocation of such
QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax
year, Eurasian ceases to be a PFIC, the QEF Election will remain in effect
(although it will not be applicable) during those tax years in which Eurasian is
not a PFIC. Accordingly, if Eurasian becomes a PFIC in another subsequent tax
year, the QEF Election will be effective and the U.S. Holder will be subject to
the QEF rules described above during any subsequent tax year in which Eurasian
qualifies as a PFIC.
For each tax year that Eurasian qualifies as a PFIC, Eurasian
intends to: (a) make available to U.S. Holders, 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. Holder 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. Each U.S.
Holder should consult its own tax advisor regarding the availability of, and
procedure for making, a QEF Election.
A U.S. Holder makes a QEF Election by attaching a completed IRS
Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S.
federal income tax return. However, if Eurasian does not provide the required
information with regard to Eurasian, U.S. Holders will not be able to make a QEF
Election for such entity and will continue to be subject to the rules of Section
1291 of the Code discussed above that apply to Non-Electing U.S. Holders with
respect to the taxation of gains and excess distributions.
Mark-to-Market Election
A U.S. Holder may make a Mark-to-Market Election only if the
common shares are marketable stock. Common shares generally will be "marketable
stock" if the common shares are regularly traded on, (a) a national securities
exchange that is registered with the SEC, (b) the national market system
established pursuant to section 11A of the U.S. Exchange Act, or (c) a foreign
securities exchange that is regulated or supervised by a governmental authority
of the country in which the market is located, provided that, (i) such foreign
exchange has trading volume, listing, financial disclosure, and meets other
requirements and the laws of the country in which such foreign exchange is
located, together with the rules of such foreign exchange, ensure that such
requirements are actually enforced, and (ii) the rules of such foreign exchange
ensure active trading of listed stocks. If Eurasians common shares are traded
on such a qualified exchange or other market, the common shares generally will
be "regularly traded" for any calendar year during which common shares are
traded, other than in de minimis quantities, on at least 15 days during each
calendar quarter.
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A U.S. Holder that makes a Mark-to-Market Election with respect
to its common shares generally will not be subject to the rules of Section 1291
of the Code discussed above with respect to such common shares. However, if a
U.S. Holder does not make a Mark-to-Market Election beginning in the first tax
year of such U.S. Holders holding period for common shares or such U.S. Holder
has not made a timely QEF Election, the rules of Section 1291 of the Code
discussed above will apply to certain dispositions of, and distributions on,
common shares.
A U.S. Holder that makes a Mark-to-Market Election will include
in ordinary income, for each tax year in which Eurasian is a PFIC, an amount
equal to the excess, if any, of (i) the fair market value of common shares, as
of the close of such tax year over (ii) such U.S. Holders tax basis in such
common shares. A U.S. Holder that makes a Mark-to-Market Election will be
allowed a deduction in an amount equal to the excess, if any, of (i) such U.S.
Holders adjusted tax basis in common shares, over (ii) the fair market value of
such common shares (but only to the extent of the net amount of previously
included income as a result of the Mark-to-Market Election for prior tax years).
A U.S. Holder that makes a Mark-to-Market Election generally
also will adjust such U.S. Holders tax basis in common shares to reflect the
amount included in gross income or allowed as a deduction because of such
Mark-to-Market Election. In addition, upon a sale or other taxable disposition
of common shares, a U.S. Holder that makes a Mark-to-Market Election will
recognize ordinary income or ordinary loss (not to exceed the excess, if any, of
(i) the amount included in ordinary income because of such Mark-to-Market
Election for prior tax years over (ii) the amount allowed as a deduction because
of such Mark-to-Market Election for prior tax years).
A U.S. Holder makes a Mark-to-Market Election by attaching a
completed IRS Form 8621 to a timely filed U.S. federal income tax return. A
Mark-to-Market Election applies to the tax year in which such Mark-to-Market
Election is made and to each subsequent tax year, unless common shares cease to
be "marketable stock" or the IRS consents to revocation of such election. Each
U.S. Holder should consult its own tax advisor regarding the availability of,
and procedure for making, a Mark-to-Market Election.
Other PFIC Rules
Under Section 1291(f) of the Code, the IRS has issued proposed
Treasury Regulations that, subject to certain exceptions, would cause a U.S.
Holder that had not made a timely QEF Election to recognize gain (but not loss)
upon certain transfers of common shares that would otherwise be tax-deferred
(e.g., gifts and exchanges pursuant to corporate reorganizations). However, the
specific U.S. federal income tax consequences to a U.S. Holder may vary based on
the manner in which common shares are transferred.
Certain additional adverse rules will apply with respect to a
U.S. Holder if Eurasian is a PFIC, regardless of whether such U.S. Holder makes
a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder
that uses common shares as security for a loan will, except as may be provided
in Treasury Regulations, be treated as having made a taxable disposition of such
common shares.
Special rules also apply to the amount of foreign tax credit
that a U.S. Holder may claim on a distribution from a PFIC. Subject to such
special rules, foreign taxes paid with respect to any distribution in respect of
stock in a PFIC are generally eligible for the foreign tax credit. The rules
relating to distributions by a PFIC and their eligibility for the foreign tax
credit are complicated, and a U.S. Holder should consult with their own tax
advisor regarding the availability of the foreign tax credit with respect to
distributions by a PFIC.
The PFIC rules are complex, and each U.S. Holder should consult
its own tax advisor regarding the PFIC rules and how the PFIC rules may affect
the U.S. federal income tax consequences of the acquisition, ownership, and
disposition of common shares.
Ownership and Disposition of Common Shares
The following discussion is subject to the rules described
above under the heading "Passive Foreign Investment Company Rules".
Distributions on Common Shares
Subject to the PFIC rules discussed above, a U.S. Holder that
receives a distribution, including a constructive distribution, with respect to
common shares will be required to include the amount of such distribution in
gross income as a dividend (without reduction for any Canadian income tax
withheld from such distribution) to the extent of the current or accumulated
"earnings and profits" of Eurasian, as computed for U.S. federal income tax
purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income
tax rates if Eurasian is a PFIC. To the extent that a distribution exceeds the
current and accumulated "earnings and profits" of Eurasian, such
distribution will be treated first as a tax-free return of capital to the extent
of a U.S. Holder's tax basis in common shares and thereafter as gain from the
sale or exchange of such common shares. See "Sale or Other Taxable Disposition
of Common Shares" below. However, Eurasian may not maintain the calculations of
earnings and profits in accordance with U.S. federal income tax principles, and
each U.S. Holder should therefore assume that any distribution by Eurasian with
respect to common shares will constitute ordinary dividend income. Dividends
received on common shares generally will not be eligible for the "dividends
received deduction". Subject to applicable limitations and provided Eurasian is
eligible for the benefits of the Treaty, dividends paid by Eurasian to
non-corporate U.S. Holders, including individuals, generally will be eligible
for the preferential tax rates applicable to long-term capital gains for
dividends, provided certain holding period and other conditions are satisfied,
including that Eurasian not be classified as a PFIC in the tax year of
distribution or in the preceding tax year. The dividend rules are complex, and
each U.S. Holder should consult its own tax advisor regarding the application of
such rules.
95
Sale or Other Taxable Disposition of Common Shares
Subject to the PFIC rules discussed above, upon the sale or
other taxable disposition of common shares, a U.S. Holder generally will
recognize capital gain or loss in an amount equal to the difference between the
amount of cash plus the fair market value of any property received and such U.S.
Holder's tax basis in such common shares sold or otherwise disposed of. Subject
to the PFIC rules discussed above, gain or loss recognized on such sale or other
disposition generally will be long-term capital gain or loss if, at the time of
the sale or other disposition, common shares have been held for more than one
year.
Preferential tax rates apply to long-term capital gain of a
U.S. Holder that is an individual, estate, or trust. There are currently no
preferential tax rates for long-term capital gain of a U.S. Holder that is a
corporation. Deductions for capital losses are subject to significant
limitations under the Code.
Additional Considerations
Additional Tax on Passive Income
Certain U.S. Holders that are individuals, estates or trusts
(other than trusts that are exempt from tax) will be subject to a 3.8% tax on
all or a portion of their "net investment income", which includes dividends on
the common shares and net gains from the disposition of the common shares.
Further, excess distributions treated as dividends, gains treated as excess
distributions under the PFIC rules discussed above, and mark-to-market
inclusions and deductions are all included in the calculation of net investment
income.
Treasury Regulations provide, subject to the election described
in the following paragraph, that solely for purposes of this additional tax,
that distributions of previously taxed income will be treated as dividends and
included in net investment income subject to the additional 3.8% tax.
Additionally, to determine the amount of any capital gain from the sale or other
taxable disposition of common shares that will be subject to the additional tax
on net investment income, a U.S. Holder who has made a QEF Election will be
required to recalculate its basis in the common shares excluding QEF basis
adjustments.
Alternatively, a U.S. Holder may make an election which will be
effective with respect to all interests in a PFIC for which a QEF Election has
been made and which is held in that year or acquired in future years. Under this
election, a U.S. Holder pays the additional 3.8% tax on QEF income inclusions
and on gains calculated after giving effect to related tax basis adjustments.
U.S. Holders that are individuals, estates or trusts should consult their own
tax advisors regarding the applicability of this tax to any of their income or
gains in respect of the common shares.
Receipt of Foreign Currency
The amount of any distribution paid to a U.S. Holder in foreign
currency, or on the sale, exchange or other taxable disposition of common
shares, generally will be equal to the U.S. dollar value of such foreign
currency based on the exchange rate applicable on the date of receipt
(regardless of whether such foreign currency is converted into U.S. dollars at
that time). A U.S. Holder will have a basis in the foreign currency equal to its
U.S. dollar value on the date of receipt. Any U.S. Holder who converts or
otherwise disposes of the foreign currency after the date of receipt may have a
foreign currency exchange gain or loss that would be treated as ordinary income
or loss, and generally will be U.S. source income or loss for foreign tax credit
purposes. Different rules apply to U.S. Holders who use the accrual method. Each
U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal
income tax consequences of receiving, owning, and disposing of foreign currency.
96
Foreign Tax Credit
Subject to the PFIC rules discussed above, a U.S. Holder that
pays (whether directly or through withholding) Canadian income tax with respect
to dividends paid on common shares generally will be entitled, at the election
of such U.S. Holder, to receive either a deduction or a credit for such Canadian
income tax paid. Generally, a credit will reduce a U.S. Holders U.S. federal
income tax liability on a dollar-for-dollar basis, whereas a deduction will
reduce a U.S. Holders income subject to U.S. federal income tax. This election
is made on a year-by-year basis and applies to all foreign taxes paid (whether
directly or through withholding) by a U.S. Holder during a year.
Complex limitations apply to the foreign tax credit, including
the general limitation that the credit cannot exceed the proportionate share of
a U.S. Holders U.S. federal income tax liability that such U.S. Holders
"foreign source" taxable income bears to such U.S. Holders worldwide taxable
income. In applying this limitation, a U.S. Holders various items of income and
deduction must be classified, under complex rules, as either "foreign source" or
"U.S. source". Generally, dividends paid by a foreign corporation should be
treated as foreign source for this purpose, and gains recognized on the sale of
stock of a foreign corporation by a U.S. Holder should be treated as U.S. source
for this purpose, except as otherwise provided in an applicable income tax
treaty, and if an election is properly made under the Code. However, the amount
of a distribution with respect to common shares that is treated as a "dividend"
may be lower for U.S. federal income tax purposes than it is for Canadian
federal income tax purposes, resulting in a reduced foreign tax credit allowance
to a U.S. Holder. In addition, this limitation is calculated separately with
respect to specific categories of income. The foreign tax credit rules are
complex, and each U.S. Holder should consult its own U.S. tax advisor regarding
the foreign tax credit rules.
Backup Withholding and Information Reporting
Under U.S. federal income tax law and Treasury Regulations,
certain categories of U.S. Holders must file information returns with respect to
their investment in, or involvement in, a foreign corporation. For example, U.S.
return disclosure obligations (and related penalties) are imposed on individuals
who are U.S. Holders that hold certain specified foreign financial assets in
excess of certain threshold amounts. The definition of specified foreign
financial assets includes not only financial accounts maintained in foreign
financial institutions, but also, unless held in accounts maintained by a
financial institution, any stock or security issued by a non-U.S. person, any
financial instrument or contract held for investment that has an issuer or
counterparty other than a U.S. person and any interest in a foreign entity. U.S.
Holders may be subject to these reporting requirements unless their common
shares are held in an account at certain financial institutions. Penalties for
failure to file certain of these information returns are substantial. U.S.
Holders should consult with their own tax advisors regarding the requirements of
filing information returns, including the requirement to file an IRS Form 8938.
Payments made within the U.S. or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from the sale or other taxable
disposition of, common shares will generally be subject to information reporting
and backup withholding tax, at the rate of 28%, if a U.S. Holder, (a) fails to
furnish such U.S. Holders correct U.S. taxpayer identification number
(generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer
identification number, (c) is notified by the IRS that such U.S. Holder has
previously failed to properly report items subject to backup withholding tax, or
(d) fails to certify, under penalty of perjury, that such U.S. Holder has
furnished its correct U.S. taxpayer identification number and that the IRS has
not notified such U.S. Holder that it is subject to backup withholding tax.
However, certain exempt persons generally are excluded from these information
reporting and backup withholding rules. Any amounts withheld under the U.S.
backup withholding tax rules will be allowed as a credit against a U.S. Holders
U.S. federal income tax liability, if any, or will be refunded, if such U.S.
Holder furnishes required information to the IRS in a timely manner.
The discussion of reporting requirements set forth above is not
intended to constitute a complete description of all reporting requirements that
may apply to a U.S. Holder. A failure to satisfy certain reporting requirements
may result in an extension of the time period during which the IRS can assess a
tax, and under certain circumstances, such an extension may apply to assessments
of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder
should consult its own tax advisors regarding the information reporting and
backup withholding rules.
10.F. Dividends and Paying Agents
--- No Disclosure Necessary ---
10.G. Statement by Experts
--- No Disclosure Necessary ---
10.H. Documents on Display
97
Copies of the documents referenced in this annual report are
available at the Companys office located at Suite 501, 543 Granville Street,
Vancouver, British Columbia, Canada.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET 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 Companys 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 Companys 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 December 31, 2015
portfolio
values, a 10% increase or decrease in effective market values would increase or
decrease net shareholders equity by approximately $43,000.
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 Companys expenditures
will not exceed available resources.
Commodity Risk
The Companys 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 Companys 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 entitys 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.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES
--- No Disclosure Necessary ---
The accompanying notes are an integral part of these
consolidated financial statements.
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF
LOSS
(Expressed in Canadian Dollars)
|
|
Year
ended
Year
ended
|
|
|
Year ended
|
|
|
Year ended
|
|
|
|
December
31,
2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
ROYALTY
INCOME
|
$
|
1,609,553
|
|
$
|
2,247,334
|
|
$
|
3,102,888
|
|
Cost
of
sales
|
|
|
|
|
|
|
|
|
|
Gold tax
|
|
(80,478
|
)
|
|
(110,653
|
)
|
|
(140,203
|
)
|
Depletion (Note
10)
|
|
(1,716,848
|
)
|
|
(1,334,845
|
)
|
|
(1,681,688
|
)
|
Net royalty (loss) income
|
|
(187,773
|
)
|
|
801,836
|
|
|
1,280,997
|
|
|
|
|
|
|
|
|
|
|
|
EXPLORATION
EXPENDITURES
(Note
9)
|
|
5,948,802
|
|
|
7,901,004
|
|
|
9,616,402
|
|
Less: recoveries
|
|
(1,584,127
|
)
|
|
(2,878,346
|
)
|
|
(5,797,295
|
)
|
Net exploration expenditures
|
|
4,364,675
|
|
|
5,022,658
|
|
|
3,819,107
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL
AND
ADMINISTRATIVE
EXPENSES
|
|
|
|
|
|
|
|
|
|
Administrative and office
|
|
900,453
|
|
|
926,095
|
|
|
982,239
|
|
Depreciation (Note 6)
|
|
116,119
|
|
|
139,806
|
|
|
129,104
|
|
Investor relations and shareholder information
|
|
218,731
|
|
|
292,017
|
|
|
310,203
|
|
Professional fees
|
|
574,067
|
|
|
457,963
|
|
|
533,519
|
|
Salaries and consultants (Note 16)
|
|
961,108
|
|
|
1,257,086
|
|
|
2,243,032
|
|
Share-based payments (Note 16)
|
|
470,116
|
|
|
1,030,411
|
|
|
527,495
|
|
Transfer agent and filing fees
|
|
107,566
|
|
|
100,512
|
|
|
118,770
|
|
Travel
|
|
187,374
|
|
|
256,907
|
|
|
298,376
|
|
Total general and
administrative expenses
|
|
3,535,534
|
|
|
4,460,797
|
|
|
5,142,738
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from
operations
|
|
(8,087,982
|
)
|
|
(8,681,619
|
)
|
|
(7,680,848
|
)
|
|
|
|
|
|
|
|
|
|
|
Change in fair value off air value throught profit or loss
investments
|
|
(427,022
|
)
|
|
(254,637
|
)
|
|
(425,066
|
)
|
Gain (loss) on acquisition and sale of
exploration and evaluation assets
|
|
5,393,305
|
|
|
(154,533
|
)
|
|
205,940
|
|
Equity loss in associated companies (Note 8)
|
|
(1,062,146
|
)
|
|
(1,086,649
|
)
|
|
(2,093,823
|
)
|
Foreign exchange gain (loss)
|
|
1,220,085
|
|
|
(335,208
|
)
|
|
187,498
|
|
Realized loss on sale of investments
|
|
(58,360
|
)
|
|
(19,049
|
)
|
|
(51,114
|
)
|
Other (Note 16)
|
|
(172,168
|
)
|
|
83,829
|
|
|
173,896
|
|
Impairment of royalty interest (Note 10)
|
|
(3,973,699
|
)
|
|
(7,371,765
|
)
|
|
(4,765,511
|
)
|
Write-off of exploration and evaluation
assets (Note 9)
|
|
(56,085
|
)
|
|
(707,567
|
)
|
|
(1,780,890
|
)
|
Impairment of accounts receivable
|
|
(51,302
|
)
|
|
-
|
|
|
(42,120
|
)
|
Write down of goodwill (Note 12)
|
|
(3,047,605
|
)
|
|
(2,248,057
|
)
|
|
-
|
|
Gain (loss) on
derecognition and sale of property and equipment (Note 6)
|
|
15,892
|
|
|
(29,257
|
)
|
|
(103,519
|
)
|
|
|
|
|
|
|
|
|
|
|
Loss
before
income
taxes
|
|
(10,307,087
|
)
|
|
(20,804,512
|
)
|
|
(16,375,557
|
)
|
Deferred income tax recovery (Note 14)
|
|
3,431,230
|
|
|
3,356,471
|
|
|
2,392,945
|
|
|
|
|
|
|
|
|
|
|
|
Loss
for
the
year
|
$
|
(6,875,857
|
)
|
$
|
(17,448,041
|
)
|
$
|
(13,982,612
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic
and
diluted
loss
per
share
|
$
|
(0.09
|
)
|
$
|
(0.24
|
)
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted
average
number
of
common
shares
outstanding
|
|
73,480,833
|
|
|
73,154,139
|
|
|
72,509,793
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
Page 2
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
|
|
Year
ended
|
|
|
Year
ended
|
|
|
Year ended
|
|
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December 31, 2013
|
|
Loss
for
the
year
|
$
|
(6,875,857
|
)
|
$
|
(17,448,041
|
)
|
$
|
(13,982,612
|
)
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive
income
(loss)
|
|
|
|
|
|
|
|
|
|
Change in fair value of available-for-sale investments
|
|
(105,714
|
)
|
|
(400,476
|
)
|
|
(280,000
|
)
|
Currency translation adjustment
|
|
4,350,667
|
|
|
3,585,937
|
|
|
2,574,406
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
$
|
(2,630,904
|
)
|
$
|
(14,262,580
|
)
|
$
|
(11,688,206
|
)
|
The accompanying notes are an integral part of these
consolidated financial statements.
Page 3
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Expressed in Canadian Dollars)
|
|
Year
ended
|
|
|
Year
ended
|
|
|
Year
ended
|
|
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December 31, 2013
|
|
Cash
flows
from
operating
activities
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
$
|
(6,875,857
|
)
|
$
|
(17,448,041
|
)
|
$
|
(13,982,612
|
)
|
Items not affecting operating activities:
|
|
|
|
|
|
|
|
|
|
Interest income received
|
|
(22,270
|
)
|
|
(83,829
|
)
|
|
(173,896
|
)
|
Unrealized foreign exchange effect on
cash and cash
equivalents
|
|
290,504
|
|
|
159,158
|
|
|
(87,151
|
)
|
Items not affecting cash:
|
|
|
|
|
|
|
|
|
|
Change in fair value of fair value throught profit or
loss investments
|
|
427,022
|
|
|
254,637
|
|
|
425,066
|
|
Commitment to issue shares
|
|
66,089
|
|
|
376,549
|
|
|
641,357
|
|
Bonus shares issued as performance
bonuses
|
|
-
|
|
|
-
|
|
|
17,500
|
|
Interest on convertible loan
|
|
(53,222
|
)
|
|
-
|
|
|
-
|
|
Share-based payments
|
|
476,424
|
|
|
857,936
|
|
|
-
|
|
Deferred income tax recovery
|
|
(3,431,230
|
)
|
|
(3,356,471
|
)
|
|
(2,392,945
|
)
|
Depreciation
|
|
150,782
|
|
|
187,714
|
|
|
262,557
|
|
Depletion (Note 10)
|
|
1,716,848
|
|
|
1,334,845
|
|
|
1,681,688
|
|
Impairment of royalty interest
|
|
3,973,699
|
|
|
7,371,765
|
|
|
4,765,511
|
|
Write down of goodwill
|
|
3,047,605
|
|
|
2,248,057
|
|
|
-
|
|
Impairment of receivables
|
|
51,302
|
|
|
-
|
|
|
-
|
|
Realized loss on sale of investments
|
|
58,360
|
|
|
19,049
|
|
|
51,114
|
|
Gain (loss) on acquisition and sale
of exploration and
evaluation assets
|
|
(5,393,305
|
)
|
|
-
|
|
|
-
|
|
Gain (loss) on derecognition and sale of property and
equipment (Note 6)
|
|
(15,892
|
)
|
|
167,008
|
|
|
103,519
|
|
Write-off of exploration and
evaluation assets (Note 9)
|
|
56,086
|
|
|
707,567
|
|
|
1,780,890
|
|
Write-off other assets
|
|
|
|
|
|
|
|
42,120
|
|
Equity loss in associated companies
|
|
1,062,146
|
|
|
1,086,649
|
|
|
2,093,823
|
|
Unrealized foreign exchange (gain) loss
|
|
(466,587
|
)
|
|
641,110
|
|
|
146,117
|
|
Shares received from joint venture
partners included in
exploration recoveries
|
|
(115,000
|
)
|
|
(33,000
|
)
|
|
(272,550
|
)
|
Changes in non-cash working capital items:
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
101,200
|
|
|
737,698
|
|
|
(544,477
|
)
|
Prepaid expenses
|
|
21,366
|
|
|
61,047
|
|
|
91,235
|
|
Accounts payable and accrued
liabilities
|
|
83,056
|
|
|
(90,794
|
)
|
|
(954,534
|
)
|
Advances
from joint venture partners
|
|
(291,350
|
)
|
|
19,402
|
|
|
519,781
|
|
Total
cash
used
in
operating
activities
|
|
(5,082,224
|
)
|
|
(4,781,944
|
)
|
|
(5,785,887
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash
flows
from
investing
activities
|
|
|
|
|
|
|
|
|
|
Acquisition and sale of exploration and
evaluation assets, net option payments received
|
|
5,297,357
|
|
|
(56,085
|
)
|
|
101,185
|
|
Interest received on cash and cash
equivalents
|
|
22,270
|
|
|
83,829
|
|
|
173,896
|
|
Convertible note receivable (Note 7)
|
|
(973,236
|
)
|
|
-
|
|
|
12,458
|
|
Proceeds from sale of fair value
through profit and loss investments, net
|
|
136,263
|
|
|
242,252
|
|
|
195,559
|
|
Purchase of available-for-sale
financial instruments
|
|
-
|
|
|
(500,000
|
)
|
|
(480,000
|
)
|
Purchase of investments in associated
companies
|
|
-
|
|
|
(1,063,036
|
)
|
|
(2,774,570
|
)
|
Purchase of royalty interest
|
|
-
|
|
|
-
|
|
|
(200,000
|
)
|
Restricted cash
|
|
-
|
|
|
(25,529
|
)
|
|
(451,426
|
)
|
Purchase and sale of property and
equipment, net
|
|
2,403
|
|
|
79,463
|
|
|
25,492
|
|
Reclamation bonds
|
|
71,964
|
|
|
(52,553
|
)
|
|
(282,372
|
)
|
Total
cash
provided
by
(used
in)
investing
activities
|
|
4,557,021
|
|
|
(1,291,659
|
)
|
|
(3,679,778
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash
flows
from
financing
activities
|
|
|
|
|
|
|
|
|
|
Proceeds from option exercised
|
|
-
|
|
|
-
|
|
|
361,600
|
|
Total
cash
provided
by
financing
activities
|
|
-
|
|
|
-
|
|
|
361,600
|
|
Effect of exchange rate changes on cash and cash
equivalents
|
|
(290,504
|
)
|
|
(159,158
|
)
|
|
87,151
|
|
Change
in
cash
and
cash
equivalents
|
|
(815,707
|
)
|
|
(6,232,761
|
)
|
|
(9,016,914
|
)
|
Cash
and
cash
equivalents,
beginning
|
|
6,450,308
|
|
|
12,683,069
|
|
|
21,699,983
|
|
Cash
and
cash
equivalents,
ending
|
$
|
5,634,601
|
|
$
|
6,450,308
|
|
$
|
12,683,069
|
|
Supplemental disclosure with respect to cash flows (Note 19)
The accompanying notes are an integral part of these
consolidated financial statements.
Page 4
EURASIAN
MINERALS
INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(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
|
|
-
|
|
|
-
|
|
|
66,089
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
66,089
|
|
Equity investment share-based payments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
322,900
|
|
|
-
|
|
|
-
|
|
|
322,900
|
|
Share-based payments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
476,424
|
|
|
-
|
|
|
-
|
|
|
476,424
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,350,667
|
|
|
-
|
|
|
4,350,667
|
|
Change in fair value of financial
instruments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(105,714
|
)
|
|
-
|
|
|
(105,714
|
)
|
Loss for the
year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(6,875,857
|
)
|
|
(6,875,857
|
)
|
Balance
as
at
December
31,
2015
|
|
73,534,710
|
|
$
|
117,000,052
|
|
$
|
139,138
|
|
$
|
10,362,229
|
|
$
|
10,125,295
|
|
$
|
(94,305,878
|
)
|
$
|
43,320,836
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
other
|
|
|
|
|
|
|
|
|
|
Number
of
|
|
|
|
|
|
Commitment
|
|
|
Share-based
|
|
|
comprehensive
gain
|
|
|
|
|
|
|
|
|
|
common
shares
|
|
|
Capital
stock
|
|
|
to issue shares
|
|
|
payments
|
|
|
(loss)
|
|
|
Deficit
|
|
|
Total
|
|
Balance
as
at
December
31,
2013
|
|
72,980,209
|
|
$
|
116,151,675
|
|
$
|
544,877
|
|
$
|
8,569,269
|
|
$
|
2,694,881
|
|
|
($69,981,980
|
)
|
$
|
57,978,722
|
|
Shares issued as incentive stock grants
|
|
391,501
|
|
|
614,427
|
|
|
(614,427
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Commitment to issue shares
|
|
-
|
|
|
-
|
|
|
376,549
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
376,549
|
|
Equity investment share-based payments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
135,700
|
|
|
-
|
|
|
-
|
|
|
135,700
|
|
Share-based payments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
857,936
|
|
|
-
|
|
|
-
|
|
|
857,936
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,585,937
|
|
|
-
|
|
|
3,585,937
|
|
Change in fair value of financial
instruments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(400,476
|
)
|
|
-
|
|
|
(400,476
|
)
|
Loss for the
year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(17,448,041
|
)
|
|
(17,448,041
|
)
|
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
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
Page 5
EURASIAN
MINERALS
INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(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,
2012
|
|
72,051,872
|
|
$
|
114,414,001
|
|
$
|
1,097,192
|
|
$
|
8,456,369
|
|
$
|
400,475
|
|
$
|
(55,999,368
|
)
|
$
|
68,368,669
|
|
Shares issued as bonus shares
|
|
563,337
|
|
|
1,193,672
|
|
|
(1,193,672
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Shares issued on exercise of stock
options
|
|
355,000
|
|
|
361,600
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
361,600
|
|
Share-based payments
|
|
10,000
|
|
|
17,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
17,500
|
|
Reclassification of fair value of
options exercised
|
|
-
|
|
|
164,902
|
|
|
-
|
|
|
(164,902
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
Commitment to issue shares
|
|
-
|
|
|
-
|
|
|
641,357
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
641,357
|
|
Equity investment share-based
payments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
277,802
|
|
|
-
|
|
|
-
|
|
|
277,802
|
|
Foreign currency translation adjustment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,574,406
|
|
|
-
|
|
|
2,574,406
|
|
Change in fair value of financial
instruments
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(280,000
|
)
|
|
-
|
|
|
(280,000
|
)
|
Loss for the
year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(13,982,612
|
)
|
|
(13,982,612
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
Page 6
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
1. NATURE OF OPERATIONS AND GOING CONCERN
Eurasian Minerals Inc. (the Company or Eurasian) and its
subsidiaries operates as a royalty and prospect generator engaged in the
exploring for, and generating royalties from, metals and minerals properties.
The Companys royalty and exploration portfolio mainly consists of properties in
North America, Turkey, Europe, Haiti, Australia, and New Zealand. The Companys
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 Companys head
office is located at 501 - 543 Granville Street, Vancouver, British Columbia,
Canada V6C 1X8.
These consolidated 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 estimates 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.
Some of the Companys 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 consolidated financial statements have been prepared in
accordance with IFRS as issued by the International Accounting Standards Board
(IASB) and interpretations of the International Financial Reporting
Interpretations Committee (IFRIC).
These consolidated financial statements have been prepared on a
historical cost basis, except for financial instruments classified as fair value
through profit or loss or available for sale, which are stated at their fair
value. In addition, these consolidated financial statements have been prepared
using the accrual basis of accounting except for cash flow information.
Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements comprise the accounts of
Eurasian, the parent company, and its controlled subsidiaries, after the
elimination of all significant intercompany balances and transactions.
Page 7
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
Subsidiaries
Subsidiaries are all entities over which the Company has
exposure to variable returns from its involvement and has the ability to use
power over the investee to affect its returns. The existence and effect of
potential voting rights that are currently exercisable or convertible are
considered when assessing whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Company until the date on which control ceases.
The accounts of subsidiaries are prepared for the same
reporting period as the parent company, using consistent accounting policies.
Inter-company transactions, balances and unrealized gains or losses on
transactions are eliminated. The Companys principal operating subsidiaries are
as follows:
Name
|
Place
of
Incorporation
|
Ownership
Percentage
|
Bullion Monarch Mining, Inc
|
Utah, USA
|
100%
|
EMX (USA) Services Corp.
|
Nevada, USA
|
100%
|
Bronco Creek Exploration Inc.
|
Arizona, USA
|
100%
|
AES Madencilik Ltd. Sirketi
|
Turkey
|
100%
|
Eurasia Madencilik Ltd.
Sirketi
|
Turkey
|
100%
|
EBX Madencilik Ltd. Sirketi
|
Turkey
|
100%
|
Azur Madencilik Ltd. Sirketi
|
Turkey
|
100%
|
Eurasian Minerals Cooperatief U.A.
|
Netherlands
|
100%
|
EMX Georgia Cooperatief U.A.
|
Netherlands
|
100%
|
Ayiti Gold Company S.A.
|
Haiti
|
100%
|
Eurasian Minerals Sweden AB
|
Sweden
|
100%
|
EMX Exploration Scandinavia AB
|
Sweden
|
100%
|
Viad Royalties AB
|
Sweden
|
100%
|
Iekevare Minerals AB
|
Sweden
|
100%
|
Waikato Gold Limited
|
New Zealand
|
100%
|
EMX
Australia Pty Ltd.
|
Australia
|
100%
|
Functional and Reporting Currency
The functional currency is the currency of the primary economic
environment in which the entity operates. The functional currency for the
Company and its subsidiaries is the Canadian dollar except the functional
currency of the operations of Bullion Monarch which is the US dollar. The
functional currency determinations were conducted through an analysis of the
consideration factors identified in IAS 21, The Effects of Changes in Foreign
Exchange Rates.
Translation of transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Monetary assets and
liabilities denominated in foreign currencies are re-measured at the rate of
exchange at each financial position date. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
period end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognized in profit or loss.
On translation of the entities whose functional currency is
other than the Canadian dollar, revenues and expenses are translated at the
exchange rates approximating those in effect on the date of the transactions.
Assets and liabilities are translated at the rate of exchange at the reporting date.
Exchange gains and losses, including results of retranslation, are recorded in
the foreign currency translation reserve.
Page 8
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
Financial Instruments
All financial instruments are classified into one of the
following four categories:
|
(a)
|
Financial assets and financial liabilities at fair value
through profit or loss (FVTPL)
|
|
|
|
|
|
Financial assets and financial liabilities classified as
FVTPL are acquired or incurred principally for the purpose of selling or
repurchasing them in the near term. They are recognized at fair value
based on market prices, with any resulting gains and losses reflected in
profit or loss for the period in which they arise.
|
|
|
|
|
(b)
|
Held-to-maturity financial assets
|
|
|
|
|
|
Held-to-maturity financial assets are non-derivative
financial assets with fixed or determinable payments and fixed maturity
that an entity has the positive intention and ability to hold to maturity.
They are measured at amortized cost using the effective interest rate
method less any impairment loss. A gain or loss is recognized in profit or
loss when the financial asset is derecognized or impaired, and through the
amortization process.
|
|
|
|
|
(c)
|
Available for sale financial assets
|
|
|
|
|
|
Available for sale (AFS) financial assets are
non-derivative financial assets that are designated as available for sale,
or that are not classified as loans and receivables, held-to-maturity
investments, or FVTPL. They are measured at fair value. Fair value is
determined based on market prices. Equity instruments that do not have a
quoted market price in an active market are measured at cost. Gains and
losses are recognized directly in other comprehensive income (loss) until
the financial asset is derecognized, at which time the cumulative gain or
loss previously recognized in accumulated other comprehensive income
(loss) is recognized in profit or loss for the period.
|
|
|
|
|
(d)
|
Loans and receivables and other financial
liabilities
|
|
|
|
|
|
Loans and receivables and other financial liabilities are
measured at amortized cost, using the effective interest rate method less
any impairment loss.
|
The Companys financial instruments consist of cash and cash
equivalents, investments, receivables, restricted cash, reclamation bonds,
convertible notes receivable, accounts payable and accrued liabilities, and
advances from joint venture partners. Unless otherwise noted the fair value of
these financial instruments approximates their carrying values.
Cash and cash equivalents are classified as financial assets as
loans and receivables and are accounted for at fair value. Cash equivalents are
held for the purpose of meeting short-term cash commitments rather than for
investment or other purposes.
Warrants held through investments are classified as derivative
financial assets at FVTPL and are accounted for at fair value. For warrants that
are not traded on an exchange, no market value is readily available. When there
are sufficient and reliable observable market inputs, a valuation technique is
used; if no such market inputs are available, the warrants are valued at
intrinsic value, which is equal to the higher of the market value of the
underlying security less the exercise price of the warrant, or zero.
Page 9
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
Investments (Marketable securities) are classified FVTPL and
are measured at fair market value. Marketable securities transferred to the
Company as part of an acquisition are classified as AFS and are carried at fair
market value. Changes in fair value of FVTPL assets are reflected in profit or
loss in the period in which they occur. Changes in fair value of AFS assets are
reflected in accumulated other comprehensive income on the statement of
financial position until sold or if there is an other than temporary impairment
in value.
Reclamation bonds are classified as financial assets
held-to-maturity.
Restricted cash is classified as financial assets at FVTPL.
The Company classifies its receivables as loans and receivables
and its accounts payable and accrued liabilities and advances from joint venture
partners as other financial liabilities.
Impairment of Financial Assets
Financial assets are assessed for indicators of impairment at
the end of each reporting period. Financial assets are impaired when there is
objective evidence that, as a result of one or more events that occurred after
the initial recognition of the financial assets, the estimated future cash flows
of the financial assets have been impacted.
For all financial assets, objective evidence of impairment
could include:
-
Significant financial difficulty of the issuer or counterparty;
-
Default or delinquency in interest or principal payments; or,
-
It becoming probable that the borrower will enter bankruptcy or financial
re-organization.
For certain categories of financial assets, that are assessed
not to be impaired individually, are subsequently assessed for impairment on a
collective basis. The carrying amount of financial assets is reduced by the
impairment loss directly for all financial assets with the exception of
receivables, where the carrying amount is reduced through the use of an
allowance account. When a receivable is considered uncollectible, it is written
off against the allowance account. Subsequent recoveries of amounts previously
written off are credited against the allowance account. Changes in the carrying
amount of the allowance account are recognized in profit or loss.
With the exception of FVTPL marketable securities, if in a
subsequent period, the amount of the impairment loss decreases and the decrease
can be related objectively to an event occurring after the impairment was
recognized, the previously recognized impairment loss is reversed through profit
or loss to the extent that the carrying amount of the investment at the date the
impairment is reversed does not exceed what the amortized cost would have been
had the impairment not been recognized. In respect of AFS marketable securities,
impairment losses previously recognized through profit or loss are not reversed
through profit or loss. Any increase in fair value subsequent to an impairment
loss is recognized directly in equity.
Convertible Notes Receivable
The notes receivable are hybrid financial assets that consist
of a note receivable component and a separate equity conversion component. The
notes receivable are measured at fair value on initial recognition by
discounting the stream of future interest and principal payments at the rate of
interest prevailing at the date of the issue for instruments of similar term and
risk. Interest income based on the rate of the note and the accretion of the
additional interest to the amount that will be receivable on maturity are
recognized through profit and loss as interest income. The equity conversion
option is an embedded derivative that has been separated from the notes
receivable and is valued based on residual value.
Page 10
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
The embedded derivative is not revalued subsequent to initial
measurement unless terms of the original loan are changed.
Investments in Associated Companies
The Company accounts for its long-term investments in
affiliated companies over which it has significant influence on the equity basis
of accounting, whereby the investment is initially recorded at cost, adjusted to
recognize the Companys share of earnings or losses and reduced by dividends
received.
The Company assesses its equity investments for impairment if
there is objective evidence of impairment as a result of one or more events that
occurred after the initial recognition of the equity investment and that the
event or events has an impact on the estimated future cash flow of the
investment that can be reliably estimated. Objective evidence of impairment of
equity investments includes:
-
Significant financial difficulty of the associated companies;
-
Becoming probable that the associated companies will enter bankruptcy or
other financial reorganization; or,
-
National or local economic conditions that correlate with defaults of the
associated companies.
Exploration and evaluation assets and exploration
expenditures
Acquisition costs for exploration and evaluation assets, net of
recoveries, are capitalized on a property-by-property basis. Acquisition costs
include cash consideration and the value of common shares, based on recent issue
prices, issued for exploration and evaluation assets pursuant to the terms of
the agreement. Exploration expenditures, net of recoveries, are charged to
operations as incurred. After a property is determined by management to be
commercially feasible, subsequent development expenditures on the property will
be capitalized.
When there is little prospect of further work on a property
being carried out by the Company or its partners, when a property is abandoned,
or when the capitalized costs are no longer considered recoverable, the related
property costs are written down to managements estimate of their net
recoverable amount. The costs related to a property from which there is
production, together with the costs of production equipment, will be depleted
and amortized using the unit-of-production method.
An exploration and evaluation asset acquired under an option
agreement, where payments are made at the sole discretion of the Company, is
capitalized at the time of payment. Option payments received are treated as a
reduction of the carrying value of the related acquisition cost for the mineral
property until the payments are in excess of acquisition costs, at which time
they are then credited to profit or loss. Option payments are at the discretion
of the optionee and, accordingly, are accounted for when receipt is reasonably
assured.
Revenue recognition
The Company recognizes revenue in accordance with
IAS 18
Revenue
and based upon amounts contractually due pursuant to the underlying
royalty agreements. Specifically, royalty revenue is recognized in accordance
with the terms of the underlying royalty agreements subject to (i) when
persuasive evidence of an arrangement exists; (ii) the risks and rewards having
been transferred; (iii) the royalty or stream being fixed or determinable; and
(iv) the collectability of the royalty being reasonably assured. In some
instances, the Company will not have access to sufficient information to make a
reasonable estimate of revenue and, accordingly, revenue recognition is deferred
until management can make a reasonable estimate. Royalty revenue may be subject
to adjustment upon final settlement of estimated metal prices, weights, and
assays. Adjustments to revenue from metal prices are recorded monthly and other
adjustments are recorded on final settlement and are offset against revenue when
incurred.
Page 11
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
Royalty interests
Royalty interests in mineral properties include acquired
royalty interests in production stage and exploration stage properties. In
accordance with
IAS 38 Intangible Assets
, the cost of acquired royalty
interests in mineral properties is capitalized as intangible assets.
Acquisition costs of production stage royalty interests are
depleted using the units of production method over the life of the related
mineral property, which is calculated using estimated reserves. Acquisition
costs of royalty interests on exploration stage mineral properties, where there
are no estimated reserves, are not amortized. At such time as the associated
exploration stage mineral interests are converted to estimated reserves, the
cost basis is amortized over the remaining life of the mineral property, using
the estimated reserves. The carrying values of exploration stage mineral
interests are evaluated for impairment at such time as information becomes
available indicating that production will not occur in the future.
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 in a business
combination. 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.
Property and equipment
Property and equipment is recorded at cost. Equipment is
depreciated over its estimated useful life using the declining balance method at
a rate of 20% per annum. Depreciation on equipment used directly on exploration
projects is included in exploration expenditures for that mineral property.
Decommissioning liabilities
Decommissioning liabilities are recognized for the expected
obligations related to the retirement of long-lived tangible assets that arise
from the acquisition, construction, development or normal operation of such
assets. A decommissioning liability is recognized in the period in which it is
incurred and when a reasonable estimate of the fair value of the liability can
be made with a corresponding decommissioning cost recognized by increasing the
carrying amount of the related long-lived asset. The decommissioning cost is
subsequently allocated in a rational and systematic method over the underlying
assets useful life. The initial fair value of the liability is accreted, by
charges to profit or loss, to its estimated future value.
Environmental disturbance restoration
During the operating life of an asset, events such as
infractions of environmental laws or regulations may occur. These events are not
related to the normal operation of the asset and are referred to as
environmental disturbance restoration provisions. The costs associated with
these provisions are accrued and charged to profit or loss in the period in
which the event giving rise to the liability occurs. Any subsequent adjustments
to these provisions due to changes in estimates are also charged to profit or
loss in the period of adjustment. These costs are not capitalized as part of the
long-lived assets carrying value.
Page 12
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
Impairment of assets
Events or changes in circumstances can give rise to significant
impairment charges or reversals of impairment in a particular year. The Company
assesses its cash generating units annually to determine whether any indication
of impairment exists. Where an indicator of impairment exists, an estimate of
the recoverable amount is made, which is the higher of the fair value less costs
to sell and value in use. The determination of the recoverable amount for value
in use requires the use of estimates and assumptions such as long-term commodity
prices, discount rates, future capital requirements, exploration potential and
future operating performance. Fair value is determined as the amount that would
be obtained from the sale of the asset in an arms length transaction between
knowledgeable and willing parties.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, bank deposits
and short-term, highly liquid investments that are readily convertible to known
amounts of cash.
Share-based payments
Share-based payments include option and stock grants granted to
directors, employees and non-employees. The Company accounts for share-based
compensation using a fair value based method with respect to all share-based
payments measured and recognized, to directors, employees and non-employees. For
directors and employees, the fair value of the options and stock grants is
measured at the date of grant. For non-employees, the fair value of the options
and stock grants is measured on the earlier of the date at which the
counterparty performance is complete, or the date the performance commitment is
reached, or the date at which the equity instruments are granted if they are
fully vested and non-forfeitable. For directors, employees and non-employees,
the fair value of the options and stock grants is accrued and charged to
operations, with the offsetting credit to share based payment reserve for
options, and commitment to issue shares for stock grants over the vesting
period. If and when the stock options are exercised, the applicable amounts are
transferred from share-based payment reserve to share capital. When the stock
grants are issued, the applicable fair value is transferred from commitment to
issue shares to share capital. Option based compensation awards are calculated
using the Black-Scholes option pricing model while stock grants are valued at
the fair value on the date of grant.
Income taxes
Income tax expense consists of current and deferred tax. Income
tax expense is recognized in profit or loss except to the extent that it relates
to items recognized directly in equity. Current tax is the expected tax payable
on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of
previous years. Deferred tax is calculated providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
Deferred tax is not recognized on the initial recognition of
assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable income nor loss. In addition,
deferred tax is not recognized for taxable temporary differences arising on the
initial recognition of goodwill. Deferred tax is measured at the tax rates that
are expected to be applied to temporary differences when they reverse, based on
the laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset, and they relate to income taxes levied by
the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a net basis or
their tax assets and liabilities will be realized simultaneously.
Page 13
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Summary of Significant Accounting Policies
(Continued)
A deferred tax asset is recognized to the extent that it is
probable that future taxable income will be available against which the
temporary difference can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realized.
Income (loss) per share
Basic income or loss per share is calculated by dividing the
net income or loss for the year by the weighted average number of shares
outstanding during the year. Diluted income or loss per share is calculated
whereby the weighted average number of shares outstanding used in the
calculation of diluted income or loss per share assumes that the deemed proceeds
received from the exercise of stock options, share purchase warrants and their
equivalents would be used to repurchase common shares of the Company at the
average market price during the year, if they are determined to have a dilutive
effect.
Existing stock options and share purchase warrants have not
been included in the current year computation of diluted loss per share as to do
so would be anti-dilutive. For the years presented the basic and diluted losses
per share are the same.
Valuation of equity units issued in private placements
The Company has adopted a residual value method with respect to
the measurement of shares and warrants issued as private placement units. The
residual value method first allocates value to the more easily measurable
component based on fair value and then the residual value, if any, to the less
easily measurable component.
The fair value of the common shares issued in the private
placements was determined to be the more easily measurable component and were
valued at their fair value, as determined by the closing quoted bid price on the
day prior to the issuance date. The balance, if any, was allocated to the
attached warrants. Any fair value attributed to the warrants is recorded in
reserves.
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker. The chief
operating decision-maker, who is responsible for allocating resources and
assessing performance of the operating segment, has been identified as the Chief
Executive Officer.
Classification of investments as subsidiaries, joint
ventures, associated company and portfolio investments
Classification of investments requires judgement as to whether
the Company controls, has joint control of or significant influence over the
strategic financial and operating decisions relating to the activity of the
investee. In assessing the level of control or influence that the Company has
over an investment, management considers ownership percentages, board
representation as well as other relevant provisions in shareholder agreements.
If an investor holds 20% or more of the voting power of the investee, it is
presumed that the investor has significant influence, unless it can be clearly
demonstrated that this is not the case. Conversely, if the investor holds less
than 20% of the voting power of the investee, it is presumed that the investor
does not have significant influence, unless such influence can be clearly
demonstrated.
Accounting pronouncements not yet effective
IFRS 9 addresses the classification, measurement and
derecognition of financial assets and financial liabilities and introduces new
rules for hedge accounting. In July 2014, the IASB made further changes to the
classification and measurement rules and also introduced a new impairment model.
These latest amendments now complete the new financial instruments standard.
Page 14
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Accounting pronouncements not yet effective
(continued)
IFRS 9 requires financial assets to be classified into three
measurement categories on initial recognition: those measured at fair value
through profit and loss, those measured at fair value through other
comprehensive income and those measured at amortized cost. Measurement and
classification of financial assets is dependent on the entitys business model
for managing the financial assets and the contractual cash flow characteristics
of the financial asset. For financial liabilities, the standard retains most of
the IAS 39 requirements.
The effective date for IFRS 9 is January 1, 2018. The Company
is currently evaluating the impact that the final standard is expected to have
on its consolidated financial statements.
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, 2018, with early adoption permitted. The Company is currently
evaluating the impact the final standard is expected to have on its consolidated
financial statements. The Company is currently evaluating the impact the final
standard is expected to have on its consolidated financial statements.
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. Further details of the nature of these
assumptions and conditions may be found in the relevant notes to the
consolidated financial statements.
a) Royalty interest and
related depletion
In accordance with the Companys 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, the proportion of areas subject to royalty rights, 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.
Page 15
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
Critical Accounting Judgments and Significant Estimates and
Uncertainties
(Continued)
b) Goodwill
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 and equipment
and royalty interests.
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 Companys accounting policy for taxation requires
managements 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 statement 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
offsetting tax losses 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 managements 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 statement of financial position 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.
3. INVESTMENTS
The Company had the following investments:
|
|
|
|
|
Accumulated
|
|
|
|
|
December
31,
2015
|
|
Cost
|
|
|
unrealized
loss
|
|
|
Fair
value
|
|
Fair
value
through
profit
or
loss
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$
|
1,872,802
|
|
$
|
(1,637,696
|
)
|
$
|
235,106
|
|
Total Fair value through profit or loss
|
|
1,872,802
|
|
|
(1,637,696
|
)
|
|
235,106
|
|
Available
-
for
-
sale
|
|
|
|
|
|
|
|
|
|
Marketable
securities
|
|
980,000
|
|
|
(786,190
|
)
|
|
193,810
|
|
Total investments
|
$
|
2,852,802
|
|
$
|
(2,423,886
|
)
|
$
|
428,916
|
|
Page 16
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
3. INVESTMENTS
(Continued)
|
|
|
|
|
Accumulated
|
|
|
|
|
December
31,
2014
|
|
Cost
|
|
|
unrealized
loss
|
|
|
Fair
value
|
|
Fair
v alue
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
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
December
31,
2013
|
|
Cost
|
|
|
unrealized
loss
|
|
|
Fair
value
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value
through
profit
or
loss
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
$
|
2,180,725
|
|
$
|
(951,640
|
)
|
$
|
1,229,085
|
|
|
|
|
|
|
|
|
|
|
|
Available
-
for
-
sale
|
|
|
|
|
|
|
|
|
|
Marketable securities
|
|
480,000
|
|
|
(280,000
|
)
|
|
200,000
|
|
Total investments
|
$
|
2,660,725
|
|
$
|
(1,231,640
|
)
|
$
|
1,429,085
|
|
4. RECEIVABLES
The Companys 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
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Royalty income receivable
|
$
|
154,343
|
|
$
|
142,864
|
|
$
|
186,298
|
|
Refundable taxes
|
|
153,067
|
|
|
243,503
|
|
|
999,869
|
|
Recoverable exploration
expenditures and advances
|
|
248,628
|
|
|
274,085
|
|
|
248,597
|
|
Other
|
|
130,427
|
|
|
178,385
|
|
|
141,771
|
|
Total
|
$
|
686,465
|
|
$
|
838,837
|
|
$
|
1,576,535
|
|
The carrying amounts of the Companys receivables are
denominated in the following currencies:
Currency
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Canadian Dollars
|
$
|
52,395
|
|
$
|
102,952
|
|
$
|
81,384
|
|
US Dollars
|
|
575,986
|
|
|
588,829
|
|
|
1,329,075
|
|
Turkish Lira
|
|
46,401
|
|
|
133,440
|
|
|
140,412
|
|
Swedish Krona
|
|
3,754
|
|
|
12,574
|
|
|
22,418
|
|
Other
|
|
7,929
|
|
|
1,042
|
|
|
3,246
|
|
Total
|
$
|
686,465
|
|
$
|
838,837
|
|
$
|
1,576,535
|
|
5. RESTRICTED CASH
At December 31, 2015, the Company classified $269,770 (2014 -
$230,144; 2013 - $528,945) as restricted cash. This amount is comprised of
$199,915 (2014 - $148,334; 2013 - $148,334) held as collateral for its corporate
credit cards $69,415 (2014 - $50,960; 2013 - $50,960) held as a security deposit
for the Companys Haiti exploration program, and $440 (December 31, 2014 -
$30,850; 2013 $329,651) cash held by wholly-owned subsidiaries of the Company
whose full amount is for use and credit to the Companys exploration venture
partners in USA.
Page 17
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
6. PROPERTY AND EQUIPMENT
During the year ended December 31, 2015, 2014 and 2013,
depreciation of $34,663 (2014 - $47,908; 2013 - $133,453) has been included in
exploration expenditures.
|
|
Computer
|
|
|
Field
|
|
|
Office
|
|
|
Vehicles
|
|
|
Building
|
|
|
Land
|
|
|
Total
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
December 31, 2012
|
$
|
116,986
|
|
$
|
222,684
|
|
$
|
129,207
|
|
$
|
370,937
|
|
$
|
615,302
|
|
$
|
552,277
|
|
$
|
2,007,393
|
|
Additions
|
|
-
|
|
|
3,529
|
|
|
1,951
|
|
|
- - -
|
|
|
5,480
|
|
Disposals and derecognition
|
|
(25,273
|
)
|
|
(48,861
|
)
|
|
(125,135
|
)
|
|
(62,049
|
)
|
|
(42,859
|
)
|
|
- (304,177
|
)
|
As at December 31, 2013
|
$
|
91,713
|
|
$
|
177,352
|
|
$
|
6,023
|
|
$
|
308,888
|
|
$
|
572,443
|
|
$
|
552,277
|
|
$
|
1,708,696
|
|
Additions
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Disposals and derecognition
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(224,237
|
)
|
|
-
|
|
|
(137,751
|
)
|
|
(361,988
|
)
|
As at
December 31, 2014
|
$
|
91,713
|
|
$
|
177,352
|
|
$
|
6,023
|
|
$
|
84,651
|
|
$
|
572,443
|
|
$
|
414,526
|
|
$
|
1,346,708
|
|
Additions
|
|
7,981
|
|
|
10,224
|
|
|
1,170
|
|
|
16,105
|
|
|
6,065
|
|
|
-
|
|
|
41,545
|
|
Disposals and derecognition
|
|
-
|
|
|
(2,152
|
)
|
|
(3,059
|
)
|
|
(165,888
|
)
|
|
-
|
|
|
-
|
|
|
(171,099
|
)
|
As at December 31, 2015
|
$
|
99,694
|
|
$
|
185,424
|
|
$
|
4,134
|
|
$
|
(65,132
|
)
|
$
|
578,508
|
|
$
|
414,526
|
|
$
|
1,217,154
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
December 31, 2012
|
$
|
71,416
|
|
$
|
118,771
|
|
$
|
65,594
|
|
$
|
88,764
|
|
$
|
85,866
|
|
$
|
-
|
|
$
|
430,411
|
|
Additions
|
|
25,718
|
|
|
32,119
|
|
|
8,295
|
|
|
79,628
|
|
|
116,797
|
|
|
-
|
|
|
262,557
|
|
Disposals and derecognition
|
|
(24,147
|
)
|
|
(44,874
|
)
|
|
(73,889
|
)
|
|
(26,776
|
)
|
|
-
|
|
|
-
|
|
|
(169,686
|
)
|
As at December 31, 2013
|
$
|
72,987
|
|
$
|
106,016
|
|
$
|
-
|
|
$
|
141,616
|
|
$
|
202,663
|
|
$
|
-
|
|
$
|
523,282
|
|
Additions
|
|
18,726
|
|
|
26,015
|
|
|
3,958
|
|
|
24,495
|
|
|
114,520
|
|
|
-
|
|
|
187,714
|
|
Disposals and derecognition
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(115,517
|
)
|
|
-
|
|
|
-
|
|
|
(115,517
|
)
|
As at
December 31, 2014
|
$
|
91,713
|
|
$
|
132,031
|
|
$
|
3,958
|
|
$
|
50,594
|
|
$
|
317,183
|
|
$
|
-
|
|
$
|
595,479
|
|
Additions
|
|
7,981
|
|
|
8,161
|
|
|
1,832
|
|
|
15,595
|
|
|
117,213
|
|
|
-
|
|
|
150,782
|
|
Disposals and derecognition
|
|
-
|
|
|
(1,680
|
)
|
|
(1,656
|
)
|
|
(140,231
|
)
|
|
-
|
|
|
-
|
|
|
(143,567
|
)
|
As at December 31, 2015
|
$
|
99,694
|
|
$
|
138,512
|
|
$
|
4,134
|
|
$
|
(74,042
|
)
|
$
|
434,396
|
|
$
|
-
|
|
$
|
602,694
|
|
Net
book
value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2013
|
$
|
18,726
|
|
$
|
71,336
|
|
$
|
6,023
|
|
$
|
167,272
|
|
$
|
369,780
|
|
$
|
552,277
|
|
$
|
1,185,414
|
|
As at December 31, 2014
|
$
|
-
|
|
$
|
45,321
|
|
$
|
2,065
|
|
$
|
34,057
|
|
$
|
255,260
|
|
$
|
414,526
|
|
$
|
751,229
|
|
As at September 30, 2015
|
$
|
-
|
|
$
|
46,912
|
|
$
|
-
|
|
$
|
8,910
|
|
$
|
144,112
|
|
$
|
414,526
|
|
$
|
614,460
|
|
During the year ended December 31, 2015, the Company acquired
and sold certain exploration and evaluation assets for a net gain of $5,393,305.
Included in this gain was the acquisition of property and equipment with a net
book value of $7,013. Also, during the year ended December 31, 2015 the Company
sold property and equipment with a net book value of $21,041 for total proceeds
of $36,933 for a net gain of $15,892, and included in exploration and evaluation
expenditures is a loss disposal of property and equipment with a net book value
of $6,490.
7. CONVERTIBLE NOTES RECEIVABLE
On February 5, 2015, the Company entered into a convertible
loan agreement with IG Copper, LLC (IGC), an associated company of EMX (Note
8) allowing IGC to borrow up to US$100,000 per month to a maximum of US$500,000
(Principal Sum). The loan carries an interest rate of 8% per annum and the
full amount of the principal and interest is due February 5, 2016, subsequently
amended to Jan 3, 2017. 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 December 31, 2015 the Company has advanced US$500,000. Further to
the convertible loan agreement, subsequent to December 31, 2015 the terms of the
loan were amended and US$198,953 (2014 US$48,747) of expenses paid by the
Company on behalf of IGC has been included in Principal Sum.
Page 18
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
7. CONVERTIBLE NOTES RECEIVABLE
(Continued)
The notes receivable consists of two components: the note
receivable component and the equity conversion option. At initial recognition,
the fair value of the note receivable component was estimated at $802,483 using
the discounted cash flow model method at market rate. The note receivable
component is accreted over its expected term using the effective interest method
at an effective rate of approximately 18%. As at December 31, 2015, the company
recorded $53,222 of interest income, as well as a foreign exchange gain of
$97,890. The fair value of the equity conversion option was estimated to be
$72,863.
Subsequent to December 31, 2015, the Company entered into an
amended and restated loan agreement with IGC such that the Principal Sum shall
include any further sums that may be advanced by the Company to, or paid by the
Company on behalf of IGC from time to time prior to January 3, 2017.
Additionally, if subsequent to the date of the Amended Agreement, IGC completes
a financing and, as part of that financing, issues to the investors warrants to
purchase Units or other securities of IGC, then the Company shall be entitled,
upon conversion of the Principal Sum and accrued and unpaid interest, to also
receive warrants to purchase Units or other securities of IGC on the same terms
as the warrants issued in such financing.
8. INVESTMENTS IN ASSOCIATED COMPANIES
The Company has a 42.22% equity investment in IGC. At December
31, 2015, the Company has paid an aggregate of US$7,892,345 towards its
investment (2014 - US$7,892,345; 2013 - $6,829,309). At December 31, 2015, the
Companys investment less its share of accumulated equity losses was $3,394,255
(2014 - $4,072,737; 2013 - $3,960,650). The Companys share of the net loss for
the year ended December 31, 2015 was $1,062,146 (2014 - $1,086,649; 2013 -
$2,093,823).
The Company has a minority position on the Board of IGC, and
does not control operational decisions. The Companys 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 year ended
December 31, 2015, the Company purchased the remaining 51% interest in the
Turkish company (Note 9). 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 Companys share of the net loss of the former joint venture for the year
ended December 31, 2015 was $Nil (2014 - $Nil; 2013 - $Nil).
As at December 31, 2015, associated companies aggregate
assets, aggregate liabilities and net loss for the year are as follows:
December
31,
2015
|
|
IGC
|
|
Aggregate assets
|
$
|
6,980,045
|
|
Aggregate liabilities
|
|
(2,917,038
|
)
|
Loss for the year
|
|
(2,515,741
|
)
|
The Company's ownership%
|
|
42.22%
|
|
The Company's share of loss for the year
|
|
(1,062,146
|
)
|
Page 19
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
8. INVESTMENTS IN ASSOCIATED COMPANIES
(Continued)
As at December 31, 2014, associated companies aggregate
assets, aggregate liabilities and net loss for the year are as follows:
December
31,
2014
|
|
Turkish
Co
|
|
|
IGC
|
|
Aggregate assets
|
$
|
101,315
|
|
$
|
4,841,462
|
|
Aggregate liabilities
|
|
(271,424
|
)
|
|
(809,260
|
)
|
Loss for the year
|
|
(154,215
|
)
|
|
(2,606,384
|
)
|
The Company's ownership%
|
|
49.00%
|
|
|
42.34%
|
|
The Company's share of loss for the year
|
|
-
|
|
|
(1,086,649
|
)
|
As at December 31, 2013, associated companies aggregate
assets, aggregate liabilities and net loss for the year are as follows:
December
31,
2013
|
|
Turkish
Co
|
|
|
IGC
|
|
Aggregate assets
|
$
|
105,489
|
|
$
|
5,977,484
|
|
Aggregate liabilities
|
|
(142,811
|
)
|
|
(958,317
|
)
|
Income (loss) for the year
|
|
11,247
|
|
|
(5,297,700
|
)
|
The Company's ownership %
|
|
49.00%
|
|
|
40.96%
|
|
The Company's share of loss for the year
|
|
-
|
|
|
(2,093,823
|
)
|
9. EXPLORATION AND EVALUATION ASSETS
Acquisition Costs
At December 31, 2015, 2014 and 2013, the Company has
capitalized the following acquisition costs on its exploration and evaluation
assets:
Region
|
Properties
|
|
December
31,
2015
|
|
|
December 31,
2014
|
|
|
December 31,
2013
|
|
Asia Pacific
|
Various
|
$
|
81,124
|
|
$
|
81,124
|
|
$
|
81,124
|
|
Haiti
|
Various
|
|
-
|
|
|
56,085
|
|
|
-
|
|
Sweden
|
Various
|
|
16,671
|
|
|
16,671
|
|
|
16,671
|
|
|
Viad royalties
|
|
421,084
|
|
|
421,084
|
|
|
421,084
|
|
Turkey
|
Alankoy
|
|
153,960
|
|
|
153,960
|
|
|
153,960
|
|
|
Sisorta
|
|
131,440
|
|
|
-
|
|
|
-
|
|
|
Trab
|
|
78,587
|
|
|
78,587
|
|
|
78,587
|
|
United States
|
Jasper Canyon,
Arizona
|
|
-
|
|
|
-
|
|
|
235,856
|
|
of America
|
Silver Bell,
Arizona
|
|
-
|
|
|
-
|
|
|
471,711
|
|
|
Superior West,
Arizona
|
|
1,105,579
|
|
|
1,179,280
|
|
|
1,179,280
|
|
|
Yerington, Nevada
|
|
393,095
|
|
|
393,095
|
|
|
393,095
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,381,540
|
|
$
|
2,379,886
|
|
$
|
3,031,368
|
|
During the year ended December 31, 2015 the Company wrote-off
$56,085 of capitalized exploration costs related to the termination of a 1% net
smelter returns royalty (NSR) agreement on one of its interests in Haiti.
During the year ended December 31, 2014 the Company wrote-off
previously capitalized acquisition costs of $707,567 which related to the Jasper
Canyon and Silver Bell projects in the US. All claims for the Jasper Canyon and
Silver Bell are in good standing and held by the Company, but Management has
determined that there was little prospect of significant work on these claims
being carried out by the Company or its partners in the foreseeable future.
Page 20
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
During the year ended December 31, 2013 the Company wrote-off
previously capitalized acquisition costs of $1,780,890 of which $1,104,389
related to the Cathedral Well, Mineral Hill, Red Hills, and Richmond Mountain
projects in the US, $7,174 related to the Golcuk property in Turkey, and
$642,992 related to the Koonenberry project in Australia.
Geothermal Assets
In August 2013, the Company sold its geothermal energy assets
in Slovakia and Peru to Starlight Geothermal Ltd. (SGL), a private company,
for US$200,000 (received), 50 common shares of SGL (received and valued at $Nil)
amounting to a 5% ownership in SGL, and gross royalties from future geothermal
energy production, resulting in a gain on sale of $205,940.
Asia Pacific (Australia) exploration licenses
The Companys Australian properties are comprised of contiguous
exploration licenses along the Koonenberry gold belt in New South Wales,
Australia. The Australian properties are acquired either directly through
staking or through agreements with license holders.
Koonenberry - Perry & Armstrong
In 2013, the Company earned its 100% ownership of a single
exploration license and the vendors interest reverted to a 2% NSR. The Company
has the right to buy the 2% NSR (after bankable feasibility study) for
consideration equivalent to 10% of the Proved Ore Reserves, as defined in the
Code for Reporting of Mineral Resources and Ore Reserves (the JORC Code) set
by the Australasian Joint Ore Reserves Committee, of gold contained within the
tenement at a price of US$30 per ounce of gold.
Koonenberry - Arastra
In 2013, the Company by mutual agreement terminated an option
agreement with Arastra Exploration Pty Ltd (Arastra) after earning a 50%
interest in four exploration licenses. As part of the termination the 50%
interest earned by the Company was exchanged for a 100% ownership in one of the
licenses (subject to a 2% NSR in favor of Arastra), and a 1% NSR against the
other three licenses. Arastra relinquished their 3 tenements in 2015,
accordingly EMX no longer holds the 1% NSR.
Koonenberry - Rockwell
In 2013 an agreement with Rockwell Resources Pty Ltd was
terminated and the Company was granted a NSR of 0.5% in and over the tenement
held by Rockwell.
Koonenberry - Bates
The Company holds 100% in two exploration licenses and the
vendors interest has reverted to a 2% NSR. The Company has the right to buy the
2% NSR (after bankable feasibility study) for consideration equivalent to 10% of
the Proved Ore Reserves, as defined in the Code for Reporting of Mineral
Resources and Ore Reserves (the JORC Code) set by the Australasian Joint Ore
Reserves Committee, of gold contained within the tenement at a price of US$30
per ounce of gold.
In 2015 the Company relinquished one of the two tenements and
further reduced the area of the remaining tenement. The Company signed a letter
of agreement with Bates, should we re-apply for the areas within 12 months EMX
would honor a similar NSR.
In February 2014, the Company signed an exploration and option
agreement with North Queensland Mining Pty Ltd. (NQM), a privately-held
Australian company, giving NQM the right to acquire the Companys Koonenberry
exploration
Page 21
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
licenses in New South Wales, Australia. NQM will bear
responsibility of satisfying all existing work commitments and honoring all
underlying property agreements during the term of the Agreement. NQM has the
option to earn a 100% interest in the EMX subsidiary that holds the licenses,
with EMX retaining a 3% production royalty.
Asia Pacific (New Zealand) exploration
licenses
In September 2014, and amended in December 2015 the Company
signed an option agreement with Land & Mineral Limited (L&M), a
privately-held Australian company, giving L&M the right to acquire Hauraki
Gold Ltd. (Hauraki), the wholly-owned EMX subsidiary that controls the
Neavesville gold-silver property (the Property) located in the Hauraki
goldfield of New Zealands North Island. The purchase and sale agreement
included an execution payment of $100,000 ($50,000 received in January 2015) and
a series of anniversary and milestone payments equal to a certain amount of troy
ounces of gold.
Pursuant to the amended agreement, L&M was to have paid the
balance of the $100,000 execution payment, being $50,000 to the Company on or by
no later than January 19, 2016. L&M is currently in default of this payment.
Haiti exploration permits
Eurasian and joint venture partner Newmont Ventures Limited
(Newmont), a wholly owned subsidiary of Newmont Mining Corporation
(collectively, the JV), had the right to establish specific exploration areas
along the trend of Haitis Massif du Nord mineral belt. Newmont was funding and
managing six joint venture Designated Projects (DPs) across the exploration
areas. The Companys work on the 100% controlled Grand Bois gold-copper project
is outside of the JV with Newmont.
In March 2013, the Haiti government placed the Mining
Convention process on hold while its parliament began working on a new mining
law. The Government deferred further consideration of the JVs request for the
Research Permits that would cover the six DPs, and request for an extension of
the Grand Bois Research Permit, while revisions to the mining law are pending.
As a result, Newmont placed the JVs on care and maintenance status. The Company
considered the deferral of its request for an extension of the Grand Bois
Research Permit to be a force majeure event and also placed its Grand Bois
project on care and maintenance status.
On November 2, 2015, the Company terminated the EMX Newmont JV
that covered the six designated exploration areas and sold its interest in Haiti
to Newmont for a $5,277,542 (US$4,000,000) cash payment and a retained 0.5% net
smelter return (NSR) royalty interest.
Sweden and Norway licenses
The Company holds certain exploration permits. There are no
specific spending commitments on the Swedish licenses and permits.
On February 17, 2011, the Company entered into a Strategic
Alliance and Earn-In Agreement (the Strategic Alliance) with Antofagasta
Minerals S.A., (Antofagasta). On February 17, 2013, the Strategic Alliance
reached the end of its two year tenure. On March 3, 2014 Antofagasta advised the
Company that they would be discontinuing further funding of the DPs.
The Company has no commitments or obligations pursuant to the
Strategic Alliance.
Page 22
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
Turkey exploration licenses
The Company has acquired numerous exploration licenses in
Turkey for which there are no specific spending commitments.
Sisorta Joint Venture
On April 2, 2012, the Company and Chesser Resources Ltd
(Chesser) executed an agreement to sell the Sisorta property to Çolakoglu for
a combination of option payments and expenditure requirements. Çolakoglu
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 8) 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 Chessers interest in the Sisorta project for a total
purchase price of $156,800 (AUD$162,092). As a result of the purchase, the
Company recorded a gain on acquisition of $26,407, and $131,440 was allocated to
exploration and evaluation assets.
Akarca Joint Venture
On June 20, 2013, the Company entered into an option agreement
to sell its 100% interest in AES Madencilik A.S. ("AES Turkey"), 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.
Colakoglu paid $350,000 and completed drilling requirements on
the project and was required to pay additional amounts to earn its interest. In
October, 2015, Çolakoglu advised EMX that it decided to forego exercising the
option and the Company has regained 100% control of the Akarca project.
Ferrite Agreement - Alankoy
On December 20, 2013, the Company signed an Exploration and
Option Agreement (the Alankoy Agreement) with Ferrite Resources Ltd.
(Ferrite), a privately-held Australian company, whereby Ferrite had the option
to acquire the Companys subsidiaries that hold the Alankoy project, with the
Company retaining a 3% NSR. To do so, Ferrite paid US$35,000 upon signing and
must expend at least US$200,000 on exploration activities each year for the
three years after June 3, 2014 (the Effective Date). In addition, Ferrite is
required to make annual deliveries of gold bullion to the Company as Advanced
Annual Royalties (AARs) on each anniversary of the Effective Date. In October
2015, Ferrite informed the Company they would not continue with the option
agreement and paid to EMX US$25,000 related to reimbursement of expenditures
owed by Ferrite.
Black Sea Copper & Gold Agreement - Alankoy
On November 23, 2015, the Company signed an Exploration and
Option Agreement with Black Sea Copper & Gold Corp. (Black Sea), a
privately-held British Columbia corporation, for the Alankoy copper-gold
property in northwestern Turkey, whereby Black Sea has the option to acquire the
Companys subsidiaries that hold the Alankoy project, with the Company retaining
a 3% production royalty. To do so, Black Sea paid US$25,000 (received subsequent
to December 31, 2015) upon signing and must expend at least US $75,000 on
exploration activities on or before the later of June 1, 2016 and the date on
which drilling permits have been issued (the Commencement Date); conduct at
least 1,500 meters of exploration drilling by the first anniversary of the
Commencement Date; expend at least an additional US $200,000 on exploration
activities by the second anniversary of the Commencement Date; expend at least
an aggregate of US $3,000,000 on exploration activities on or before the sixth
anniversary of the date of the Agreement. In addition, Black Sea is required to
make annual deliveries of gold bullion to the Company as Advanced Annual
Royalties (AARs) on each anniversary of the Effective Date. These will consist
of 37.5 troy ounces of gold (or cash equivalent thereof) delivered on the first
anniversary of the Effective Date, 75 troy ounces of gold delivered on the
second and third anniversaries of the date of the Agreement and AARs of 100 troy ounces of gold (or cash equivalent) on all subsequent
anniversaries until commencement of commercial production.
Page 23
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
Black Sea is also to pay 500 troy ounces of gold (or the cash
equivalent) on completion of a NI 43-101 or JORC compliant feasibility
study.
Tumad Agreement - Trab-23
The Trab-23 property is located in northeast Turkey. In
February 2013 Tumad Madencilik San.Ve TIC, A.S. (Tumad), executed an option
agreement (the Trab-23 Agreement) to acquire Trab-23 from the Company. The
Trab-23 Agreement provides an upfront transfer of the two licenses to Tumad,
in-ground spending requirements, a revenue stream of annual earn-in and
pre-production payments, and a revenue stream based upon production. The Trab-23
Agreement is contingent upon approval by Turkeys General Directorate of Mining
Affairs ("MIGEM") to combine the two licenses into a single exploitation
license. This license combination and transfer occurred on September 11, 2014
(the Transfer Date). Provided that Tumad has made the payments and performed
the work described in the Trab-23 Agreement, on or before September 11, 2017
Tumad may exercise its option to retain the property, and after such election,
shall pay annual minimum royalties of US$100,000 commencing upon the first
anniversary of such exercise. Upon production from the Trab-23 licenses, Tumad
will pay the Company a 3% NSR royalty from production. The annual minimum
royalties will be credited to 80% of the NSR royalty then payable.
Golcuk Transfer and Royalty Agreement
On July 17, 2012, the Company entered into an agreement with
Pasinex Resources Limited (PRL) to transfer 100% interest in the Golcuk
property in exchange for PRL issuing shares to the Company as follows,
|
i)
|
500,000 PRL shares on the initial issuance date
(received);
|
|
|
|
|
ii)
|
An additional 500,000 PRL shares on or before the first
anniversary of the initial issuance date (received);
|
|
|
|
|
iii)
|
An additional 1,000,000 PRL shares on or before the
second anniversary of the initial issuance date (received); and,
|
|
|
|
|
iv)
|
An additional 1,000,000 PRL Shares on or before the third
anniversary of the initial issuance date.
|
In addition to the transfer of shares, Pasinex will then pay
the Company a 2.9% NSR royalty from production. Pasinex has the option of
purchasing 0.9% of the royalty for $1,000,000 USD prior to the 6
th
anniversary of the effective date of the agreement.
United States exploration licenses
Aguila de Cobre Property, Arizona
On July 30, 2015, the Company, through its wholly-owned
subsidiary Bronco Creek Exploration Inc. (BCE), entered into an option
agreement to sell the Aguila de Cobre property for a combination of cash
payments and work commitments. The agreement grants Kennecott Exploration
Company (KEX), part of the Rio Tinto Group, the option to acquire a 100%
interest in the property.
Pursuant to the agreement, KEX 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
Page 24
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
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, KEX 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 80% against future royalty
payments.
|
Copper Springs, Copper King, and Red Top Properties, Arizona
In September 2013, the Company, through its wholly owned
subsidiary Bronco Creek Exploration Inc. (BCE), entered into option agreements
to sell the Copper Springs, Copper King, and Red Top projects for a combination
of cash payments, work commitments, and common shares. The agreements grant
Desert Star Resources Ltd. (Desert Star), a TSX-V listed company, the option
to acquire a 100% interest in each of the projects.
Desert Star delivered 1,050,000 common shares of Desert Star
and is required to incur a minimum of US$5,000,000 in exploration expenditures
by the seventh anniversary of the signing date, and making additional milestone
payments to the Company.
On September 1, 2014, the Copper King and Red Top agreements
were amended and during the remainder of 2014, the Company received payments
totaling US$62,974. In January, 2015, Desert Star terminated its interest in the
Copper Springs project and the Company regained 100% control of the project.
On July 21, 2015, the Copper King and Red Top agreements were
amended, extending the 2
nd
anniversary payments and work commitments
into 2016, six months after the receipt of the Approval Letter, written
approval from the Tonto National Forest of the USDA US Forest Service
authorizing the commencement of operations on the property. The approval letter
for the Copper King property was received January 26, 2016.
Buckhorn Creek, Frazier Creek, and Jasper Canyon Properties,
Arizona and Nevada
In October 2013, the Company, through its wholly owned
subsidiary BCE, entered into option agreements to sell the Frazier Canyon,
Buckhorn Creek, and Jasper Canyon projects for a combination of cash payments,
work commitments, and common shares. The agreements granted Savant Explorations
Ltd. (Savant), a TSX-V listed company, the option to acquire a 100% interest
in each of the projects. Upon execution of the agreement and TSX-V approval, the
Company received US$37,500 (US$12,500 per project) and 450,000 common shares at
a value of US$19,440 (150,000 common shares per project) of Savant as execution
payments, and payments totaling US$59,325 as reimbursement of amounts paid by
BCE to keep the respective claims in force for the 2013 assessment year.
During the year ended December 31, 2014, the Company received
US$140,000 (US$70,000 per project), and 200,000 common shares at a value of
$8,000 (100,000 common shares per project) as the work commitment and common
share requirements related to the Buckhorn Creek and Frazier Creek projects. On
July 25, 2014 Savant terminated its option to acquire the Jasper Canyon project
and the Company wrote-off $235,856 in capitalized exploration and evaluation
costs.
The Company retains a 100% interest in the claims. On April 27,
2015, Savant terminated its option to acquire the Frazier Creek property. The
Company subsequently relinquished all mineral rights on the Frazier Creek
property.
Page 25
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
On September 24, 2015, Savant terminated its interest in the
Buckhorn Creek property with the Company retaining 100% ownership of the
property.
Cathedral Well Property, Nevada
The Company holds a 100% interest in the Cathedral Well
property comprised of certain unpatented federal mining claims, located on
Bureau of Land Management (BLM) and National Forest lands subject to a 0.5%
NSR.
In June 2014, the Company signed an exploration and option
agreement through its wholly-owned subsidiary Bronco Creek Exploration, Inc.,
with Ely Gold and Minerals Inc. (Ely Gold) (TSX Venture: ELY) for the
Companys Cathedral Well gold project. Ely Gold can earn a 100% interest in the
project by paying EMX a total of US$100,000 as follows: US$25,000 (received)
upon execution of the agreement and US$75,000 over the next three years, after
which the Company will retain a 2.5% NSR royalty, inclusive of an underlying
0.5% NSR royalty.
In September 2015, the Company received the 1
st
anniversary payment of US$25,000. The option agreement between Ely Gold and the
Company remains in good standing.
Copper Basin Property, Arizona
The Company holds a 100% interest in the Copper Basin property
comprised of certain unpatented federal mining claims and one State of Arizona
exploration permit subject to the terms of an Earn-In Agreement dated September
27, 2011 with Vale Exploration (Vale). Vale may earn an initial 60% interest
in the project for consideration of cash payments and US$4,500,000 in
exploration expenditures within four years.
On July 19, 2014, Vale terminated its interest in the agreement
with the Company regaining 100% control of the project.
Hardshell Skarn Property, Arizona
The Company holds a 100% interest in the Hardshell Skarn
property comprised of certain unpatented federal lode mining claims.
In October 2015, the Company signed an exploration and option
agreement through its wholly-owned subsidiary FOBC LLC, with Arizona Minerals
Inc, for the Companys Hardshell Skarn Property project. Arizona Minerals Inc
can earn a 100% interest in the project by paying the Company a total of
US$85,000 as follows: US$25,000 (received) upon execution of the agreement and
US$60,000 over the next three years, after which the company will retain a 2%
NSR. After exercise of the option, annual advanced royalty payments of US$5,000
commence on the first anniversary of the exercise of the option. After
commencement of Commercial Production, the Company is due payments of US$5,000
or the Royalty coming due that year, whichever is greater.
Lomitas Negras Property, Arizona
The Company holds a 100% interest in the Lomitas Negras
property comprised of certain State of Arizona exploration permits. The Company
relinquished their federal mining claims during 2015, retaining only certain
State of Arizona exploration permits.
In May 2014, the Company signed an exploration and option to
purchase agreement, through its wholly owned subsidiary Bronco Creek
Exploration, for the Lomitas Negras porphyry copper project with KEX and
received US$25,000. KEX relinquished its interest in the project during
September 2014, with the Company regaining 100% control.
Page 26
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
Mineral Hill Property, Wyoming
The Mineral Hill property is comprised of certain unpatented
mining claims staked by the Company on lands administered by the Black Hills
National Forest. The Company owns a 100% interest in the claims subject to a
Pooling Agreement dated July 31, 2009 whereby the Company pooled its interest
in the mining claims with Mineral Hill LP (MH) who owns a 100% interest in
certain patented mining claims and unpatented federal mining claims that adjoin
the Companys property. The Agreement stipulates that consideration received
from any third party, including lease payments, stock distribution, and
royalties be divided as to 40% to the Company and 60% to MH. Until such time as
a third party has paid a total of US$5,000,000 in proceeds to the Company and
MH, all further consideration will be divided as to 30% to the Company and 70%
to MH. An amendment was executed during fiscal 2013 whereby all future payments
are to be divided 50% to the Company and 50% to MH.
In November 2015, the Company and MH pooled their claims for
the purpose of creating an economic unit for exploration, development and mining
purposes.
Silver Bell West, Silver Bell District, Arizona
The Company holds a 100% interest in mineral rights comprised
of certain federal unpatented mining claims subject to a Letter of Agreement
dated August 26, 2009 whereby, the Company granted GEO a 100% interest in the
Silver Bell West property, for consideration of advance royalty payments, common
shares of GEO, and warrants to purchase GEO common shares, and minimum
exploration expenditures. The agreement was terminated in September 2014 with
the Company regaining 100% control of the project. As a result of the
termination of the agreement, the Company wrote-off $471,711 of exploration and
evaluation costs related to the project.
Superior West Project, Arizona
The Company holds a 100% interest in the mineral rights
comprised of certain federal unpatented mining claims, located on Tonto National
Forest lands and unpatented federal mining claims under option. The Company also
may earn a 100% interest in additional adjacent claims under option from a third
party for cash payments totaling US$1,000,000 on or before January 2017 and
subject to a 2% NSR Royalty, 1% of which may be purchased for US$2,000,000 in
0.5% increments.
By Earn-In Agreement dated July 31, 2009, the Company granted
Freeport-McMoran Mineral Properties, a wholly owned subsidiary of
Freeport-McMoran Exploration Corporation (FMEC) two separate rights to acquire
a 51% and a subsequent 19% interest. The initial interest in the Superior West
property may be acquired for cash consideration, making all property and option
payments on behalf of the Company to the original owners of the property and
minimum exploration expenditures. FMEC may acquire the additional 19% interest
by solely funding and delivering a feasibility study.
On February 14, 2014 FMEC terminated its interest in the
Superior West property with the Company regaining 100% control of the
project.
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 KEX. Pursuant to the agreement,
KEX 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% NSR royalty on the properties. KEX
has the right to buy down 1% of the NSR royalty from underlying claim holders by
payment of US$4,000,000 to EMX.
During fiscal 2015, KEX exceeded the US$300,000 required
expenditures for year one.
Page 27
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9. EXPLORATION AND EVALUATION ASSETS
(Continued)
Yerington West Property, Nevada
The Yerington West property is comprised of certain unpatented
federal mining claims located on lands administered by the Bureau of Land
Management (BLM). By Option Agreement, dated September 24, 2009, the Company
granted Entrée Gold Inc. (ETG) the right to acquire an 80% interest in the
property, for consideration of US$140,000 in cash payments (received), common
shares of ETG valued at $85,000 (received), minimum exploration expenditures of
$1,900,000 (incurred), and delivery of a bankable feasibility study and advanced
production payments of $375,000 by the 10
th
anniversary (2019).
In each of the years 2014 and 2015, the Company received a
US$50,000 option payment and verified that all exploration expenditures due on
the property had been met and that the agreement is in good standing.
Various
The Company holds interests acquired by staking in several
jurisdictions including Utah, Nevada, Arizona, Colorado and Wyoming.
Page 28
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9.
EXPLORATION
AND
EVALUATION
ASSETS
(Continued)
Exploration
Expenditures
During the year ended December 31, 2015, the Company incurred
the following exploration expenditures by projects, which were expensed as
incurred:
*Significant components of Other total exploration
expenditures for the year ended December 31, 2015
were Haiti - $359,827;
Germany - $107,899; Austria - $69,667; Brazil - $50,254; and Russia - $32,137.
Page 29
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9.
EXPLORATION
AND
EVALUATION
ASSETS
(Continued)
Exploration
Expenditures
(continued)
During the year ended December 31, 2014, the Company incurred
the following exploration expenditures by projects, which were expensed as
incurred:
*Significant components of Other total exploration
expenditures for the year ended December 31, 2014
were Austria -
$308,213; Haiti - $209,576; Georgia -160,287; and Brazil - $66,029.
Page 30
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
9.
EXPLORATION
AND
EVALUATION
ASSETS
(Continued)
Exploration
Expenditures
(continued)
During the year ended December 31, 2013, the Company incurred
the following exploration expenditures by projects, which were expensed as
incurred:
*Significant components of Other exploration expenditures for
the year ended December 31, 2013 include Brazil - $569,443, Georgia - $142,771,
Austria - $249,101, and Haiti - $275,281.
Page 31
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
10. ROYALTY INTEREST
Changes in royalty interest for the years ended December 31,
2015, 2014 and 2013:
Balance, December 31, 2012
|
$
|
38,738,592
|
|
Adjusted for:
|
|
|
|
Additions
|
|
200,000
|
|
Depletion
|
|
(1,681,688
|
)
|
Impairment charge
|
|
(4,765,511
|
)
|
Cumulative translation adjustments
|
|
2,572,332
|
|
Balance, December 31, 2013
|
$
|
35,063,725
|
|
Adjusted for:
|
|
|
|
Depletion
|
|
(1,334,845
|
)
|
Impairment charge
|
|
(7,371,765
|
)
|
Cumulative translation adjustments
|
|
2,970,845
|
|
Balance, December 31, 2014
|
$
|
29,327,960
|
|
Adjusted for:
|
|
|
|
Depletion
|
|
(1,716,848
|
)
|
Impairment charge
|
|
(3,973,699
|
)
|
Cumulative translation adjustments
|
|
5,161,567
|
|
Balance, December 31, 2015
|
$
|
28,798,980
|
|
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 year ended December 31, 2015 $1,609,553 (2014 -
$2,247,334; 2013 - $3,102,888) in royalty income was included in operations
offset by a 5% direct gold tax and depletion.
Brestovac/Jasikovo East Royalty
In September 2013, the Company purchased a 0.5% NSR royalty
from Euromax Resources Ltd. for $200,000 covering Reservoir Mineral Inc.s (a
public company listed on the TSX-V) (Reservoir) share of minerals and metals
mined from the Brestovac and Jasikovo East properties in Serbia. These two
properties are included in Reservoirs Timok Project which is in joint venture
with Freeport-McMoran Exploration Corporation (Freeport). The 0.5% NSR royalty
is proportionately reduced to Reservoirs interest in the properties as Freeport
earns-in by making exploration expenditures under the circumstances provided in
the NSR agreement.
Impairment of Non-Current Assets
The Companys 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 multiples.
Page 32
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
10. ROYALTY INTEREST
(Continued)
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, the Company revised its estimated annual gold
production over the expected mine life and decreased its long term gold price
from US$1,300 to US$1,200 per ounce. As a result of these changes, the Company
recorded $3,973,699 (2014 - $7,371,765; $4,765,511) in impairment charges for
the year ended December 31, 2015 related to the Carlin Trend Royalty Claim Block
and related assets that make up the same cash-generating unit (CGU). In
addition, due to the tax effects of the above-mentioned impairment, the Company
recorded a decrease in deferred tax liabilities of $3,431,230 (2014 -
$3,356,471; 2013 - $2,392,945) with a corresponding entry to deferred income tax
recovery.
11. RECLAMATION BONDS
Reclamation bonds are held as security towards future
exploration work and the related future potential cost of reclamation of the
Companys land and unproven mineral interests. Once reclamation of the
properties is complete, the bonds will be returned to the Company.
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Australia-various properties
|
$
|
80,976
|
|
$
|
75,864
|
|
$
|
57,881
|
|
Sweden-various properties
|
|
7,939
|
|
|
7,984
|
|
|
7,884
|
|
Turkey-various properties
|
|
273,898
|
|
|
273,097
|
|
|
238,356
|
|
U.S.A-various
properties
|
|
447,921
|
|
|
466,502
|
|
|
466,773
|
|
Total
|
$
|
810,734
|
|
$
|
823,447
|
|
$
|
770,894
|
|
12. GOODWILL
The Companys 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.
Change in goodwill for the years ended December 31, 2015, 2014
and 2013:
Balance ,December 31, 2012
|
$
|
8,970,514
|
|
Adjusted for:
|
|
|
|
Cumulative translation adjustment
|
|
655,281
|
|
Balance, December 31, 2013
|
$
|
9,625,795
|
|
Adjusted for:
|
|
|
|
Impairment charge
|
|
(2,248,057
|
)
|
Cumulative translation adjustment
|
|
839,804
|
|
Balance, December 31, 2014
|
$
|
8,217,542
|
|
Adjusted for:
|
|
|
|
Impairment charge
|
|
(3,047,605
|
)
|
Cumulative translation adjustment
|
|
1,331,949
|
|
Balance, December
31, 2015
|
$
|
6,501,886
|
|
The Company applies a one-step approach to determine if the
Carlin Trend Royalty Claim Block and the related assets within the same CGU are
impaired (Note 10). The impairment loss is the amount by which the CGUs
carrying amount exceeds its recoverable amount. Goodwill has been written down
in conjunction with the decline of $3,047,605 (2014 - $2,248,057; 2013 - $Nil)
of the related deferred income tax liability.
Page 33
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
13. 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 Companys advances from joint venture partners consist of
the following:
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
U.S.A.
|
$
|
137,825
|
|
$
|
429,175
|
|
Total
|
$
|
137,825
|
|
$
|
429,175
|
|
14. INCOME TAXES
Deferred Income Tax Liability
The tax effects of temporary differences between amounts
recorded in the Companys accounts and the corresponding amounts as computed for
income tax purposes gives rise to deferred tax liabities as follows:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Royalty interest
|
$
|
(9,053,435
|
)
|
$
|
(9,933,985
|
)
|
$
|
(12,901,876
|
)
|
Tax loss carry forwards
|
|
2,433,008
|
|
|
1,616,508
|
|
|
1,315,968
|
|
Other
|
|
118,541
|
|
|
99,935
|
|
|
875,356
|
|
|
$
|
(6,501,886
|
)
|
$
|
(8,217,542
|
)
|
$
|
(10,710,552
|
)
|
As at December 31, 2015, no deferred tax assets are recognized
on the following temporary differences as it is not probabe that sufficient
future taxable profit will be available to realize such assets:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
|
Expiry Date Range
|
|
Tax loss carry forwards
|
$
|
37,728,000
|
|
$
|
36,586,000
|
|
$
|
29,433,000
|
|
|
2026-2035
|
|
Share issue costs
|
|
-
|
|
|
65,000
|
|
|
327,000
|
|
|
2015
|
|
Exploration and evaluation assets
|
|
10,022,960
|
|
|
9,183,007
|
|
|
10,538,794
|
|
|
No expiry
|
|
Other
|
$
|
8,385,770
|
|
$
|
7,937,261
|
|
$
|
6,244,171
|
|
|
No
expiry
|
|
Income Tax Expense
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Current tax expense
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Deferred tax recovery
|
|
(3,431,230
|
)
|
|
(3,356,471
|
)
|
|
(2,392,945
|
)
|
|
$
|
(3,431,230
|
)
|
$
|
(3,356,471
|
)
|
$
|
(2,392,945
|
)
|
The provision for income taxes differs from the amount
calculated using the Canadian federal and provincial statutory income tax rates
of 26.0% (2014 26.00%; 2013 - $25.75%) as follows:
|
|
December 31, 2015
|
|
|
December 31, 2014
|
|
|
December 31, 2013
|
|
Expected income tax
(recovery)
|
$
|
(2,679,842
|
)
|
$
|
(5,409,173
|
)
|
$
|
(4,212,703
|
)
|
Effect of lower tax rates in foreign
jurisdictions
|
|
(2,393,803
|
)
|
|
(1,217,191
|
)
|
|
(890,053
|
)
|
Permanent differences
|
|
2,594,459
|
|
|
2,735,843
|
|
|
719,540
|
|
Change in unrecognized deductible temporary
differences and other
|
|
(60,006
|
)
|
|
751,860
|
|
|
1,064,418
|
|
Foreign exchange
|
|
(892,038
|
)
|
|
(217,810
|
)
|
|
925,853
|
|
|
$
|
(3,431,230
|
)
|
$
|
(3,356,471
|
)
|
$
|
(2,392,945
|
)
|
Page 34
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
15. CAPITAL STOCK
Authorized
As at December 31, 2015, the authorized share capital of the
Company was an unlimited number of common and preferred shares without par
value.
Common Shares
For the year ended December 31, 2015, the Company issued:
-
163,000 shares valued at $233,950 pursuant to an incentive stock grant
program to employees of the Company applied to commitment to issue shares.
For the year ended December 31, 2014, the Company issued:
-
391,501 shares valued at $614,427 pursuant to an incentive stock grant
program to employees of the Company applied to commitment to issue shares.
For the year ended December 31, 2013, the Company issued:
-
563,337 shares valued at $1,193,672 pursuant to an incentive stock grant
program to employees of the Company applied to commitment to issue shares;
-
355,000 common shares for gross proceeds of $361,600 pursuant to the
exercise of stock options; and
-
10,000 common shares value at $17,500 as employment compensation.
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 years ended December 31, 2015, 2014, and 2013, the
change in stock options outstanding is as follows:
|
|
|
|
|
Weighted
Average
|
|
|
|
Number
|
|
|
Exercise
Price
|
|
Balance as at December 31, 2012
|
|
4,798,700
|
|
|
2.26
|
|
Exercised
|
|
(355,000
|
)
|
|
1.02
|
|
Cancelled and expired unexercised
|
|
(448,000
|
)
|
|
2.37
|
|
Balance as at December 31, 2013
|
|
3,995,700
|
|
|
2.36
|
|
Granted
|
|
1,608,500
|
|
|
1.18
|
|
Cancelled
and expired unexercised
|
|
(111,000
|
)
|
|
1.62
|
|
Balance as at December 31, 2014
|
|
5,493,200
|
|
|
2.03
|
|
Granted
|
|
1,341,500
|
|
|
0.66
|
|
Cancelled and expired unexercised
|
|
(1,406,200
|
)
|
|
2.12
|
|
Balance as at
December 31, 2015
|
|
5,428,500
|
|
|
1.67
|
|
|
|
|
|
|
|
|
Number of options
exercisable as at December 31, 2015
|
|
5,428,500
|
|
$
|
1.67
|
|
Page 35
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
15. CAPITAL STOCK
(Continued)
The following table summarizes information about the stock
options which were outstanding and exercisable at December 31, 2015:
|
|
|
|
|
Date
Granted
|
Number
of
Options
|
Exercisable
|
Exercise
Price
$
|
Expiry
Date
|
February 1, 2011*
|
50,000
|
50,000
|
3.21
|
February 1, 2016
|
March 18, 2011*
|
150,000
|
150,000
|
2.91
|
March 18, 2016
|
July 19, 2011
|
1,218,000
|
1,218,000
|
2.80
|
July 19, 2016
|
August 3, 2011
|
10,000
|
10,000
|
2.70
|
August 3, 2016
|
August 29, 2011
|
50,000
|
50,000
|
2.66
|
August 29, 2016
|
September 9, 2011
|
40,000
|
40,000
|
2.70
|
September 9, 2016
|
December 11, 2011
|
20,000
|
20,000
|
2.10
|
December 11, 2016
|
July 5, 2012
|
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
|
1,438,000
|
1,438,000
|
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
|
1,336,500
|
1,336,500
|
0.66
|
June
8, 2020
|
|
|
|
|
|
Total
|
5,428,500
|
5,428,500
|
|
|
*Expired unexercised subsequent to December 31, 2015.
The weighted average remaining useful life of stock options is
2.49 years.
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 year ended December 31, 2015, the Company recorded
aggregate share-based payments of $542,513 (2014
-1,234,485; 2013 -
$658,857) 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
|
|
|
|
|
Year
ended
December
31,
2015
|
|
Expenses
|
|
|
Expenditures
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Commitment to issue shares
|
$
|
100,233
|
|
$
|
(34,144
|
)
|
$
|
66,089
|
|
Fair
value of stock options granted
|
|
369,883
|
|
|
106,541
|
|
|
476,424
|
|
|
$
|
470,116
|
|
$
|
72,397
|
|
$
|
542,513
|
|
Page 36
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
15. CAPITAL STOCK
(Continued)
|
|
General
and
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
Exploration
|
|
|
|
|
Year
ended
December
31,
2014
|
|
Expenses
|
|
|
Expenditures
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Commitment to issue bonus
shares
|
$
|
346,961
|
|
$
|
29,588
|
|
$
|
376,549
|
|
Fair
value of stock options granted
|
|
683,450
|
|
|
174,486
|
|
|
857,936
|
|
|
$
|
1,030,411
|
|
$
|
204,074
|
|
$
|
1,234,485
|
|
|
|
General
and
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
Exploration
|
|
|
|
|
Year
ended
December
31,
2013
|
|
Expenses
|
|
|
Expenditures
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Commitment to issue bonus
shares
|
$
|
509,995
|
|
$
|
131,362
|
|
$
|
641,357
|
|
Fair
value of stock options granted
|
|
17,500
|
|
|
-
|
|
|
17,500
|
|
|
$
|
527,495
|
|
$
|
131,362
|
|
$
|
658,857
|
|
The weighted average fair value of the stock options granted
during the year ended December 31, 2015 was $0.36 per stock option (2014 -
$0.53; 2013 - $Nil 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:
|
|
Year
ended
|
|
|
Year
ended
|
|
|
Year
ended
|
|
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Risk free interest rate
|
|
1.02%
|
|
|
1.46%
|
|
|
0.00%
|
|
Expected life (years)
|
|
5
|
|
|
5
|
|
|
-
|
|
Expected volatility
|
|
62.33%
|
|
|
51.63%
|
|
|
0.00%
|
|
Dividend yield
|
|
-
|
|
|
-
|
|
|
-
|
|
Warrants
During the years ended December 31, 2015, 2014 and 2013, the
change in warrants outstanding is as follows:
|
|
|
|
|
Weighted
Average
|
|
|
|
Number
|
|
|
Exercise
Price
|
|
Balance as at December 31,
2012
|
|
13,265,138
|
|
$
|
3.70
|
|
Expired
|
|
(4,089,605
|
)
|
|
3.10
|
|
Balance as at December 31,
2013 and 2014
|
|
9,175,533
|
|
$
|
4.56
|
|
Expired
|
|
(9,175,533
|
)
|
|
4.56
|
|
|
|
|
|
|
|
|
Balance as at December 31, 2015
|
|
-
|
|
$
|
-
|
|
As at December 31, 2014, 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
|
|
|
November8,2015
|
|
Private placement, November 12, 2010
|
|
800,000
|
|
|
5.50
|
|
|
November12,2015
|
|
Finders warrants, November 8,
2010
|
|
255,900
|
|
|
5.50
|
|
|
November8,2015
|
|
Private placement, March 12, 2010
|
|
1,919,633
|
|
$
|
2.88
|
|
|
March12,2015
|
|
Total
|
|
9,175,533
|
|
|
|
|
|
|
|
Page 37
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
16. RELATED PARTY TRANSACTIONS
The aggregate value of transactions and outstanding balances
relating to key management personnel were as follows:
|
|
|
|
|
Share
-
based
|
|
|
|
|
For
the
year
ended
December
31,
2015
|
|
Salary
or
Fees
|
|
|
Payments
|
|
|
Total
|
|
Management
|
$
|
1,067,210
|
|
$
|
108,637
|
|
$
|
1,175,847
|
|
Outside directors*
|
|
158,257
|
|
|
79,898
|
|
|
238,155
|
|
Seabord Services Corp.
|
|
413,700
|
|
|
-
|
|
|
413,700
|
|
Total
|
$
|
1,639,167
|
|
$
|
188,535
|
|
$
|
1,827,702
|
|
|
|
|
|
|
Share
-
based
|
|
|
|
|
For
the
year
ended
December
31,
2014
|
|
Salary
or
Fees
|
|
|
Payments
|
|
|
Total
|
|
Management
|
$
|
882,536
|
|
$
|
303,491
|
|
$
|
1,186,027
|
|
Outside directors*
|
|
168,496
|
|
|
183,513
|
|
|
352,009
|
|
Seabord Services Corp.
|
|
418,800
|
|
|
-
|
|
|
418,800
|
|
Total
|
$
|
1,469,832
|
|
$
|
487,004
|
|
$
|
1,956,836
|
|
|
|
|
|
|
Share
-
based
|
|
|
|
|
For
the
year
ended
December
31,
2013
|
|
Salary
or
Fees
|
|
|
Payments
|
|
|
Total
|
|
Management
|
$
|
881,120
|
|
$
|
374,120
|
|
$
|
1,255,240
|
|
Outside directors*
|
|
175,798
|
|
|
35,223
|
|
|
211,021
|
|
Seabord Services Corp.
|
|
447,900
|
|
|
-
|
|
|
447,900
|
|
Total
|
$
|
1,504,818
|
|
$
|
409,343
|
|
$
|
1,914,161
|
|
* Directors fees include $5,000 per month paid to the Companys
non-Executive Chairman, who does not receive the fees paid to the other
independent directors.
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 year ended December 31,
2015 is $247,660 (2014 - $Nil; 2013 - $Nil) in termination payments to a former
officer of the Company. The amount has been included in Other expenses for the
year.
Included in accounts payable and accrued liabilities is $1,853
(2014 - $8,064; 2013 - $2,599) owed to key management personnel and $20,694
(2014 - $29,612; 2013 - $39,183) to other related parties.
17. SEGMENTED INFORMATION
The Company operates within the resource industry. At December
31, 2015
and 2014, the Company had equipment and exploration and
evaluation assets located geographically as follows:
EXPLORATION
AND
EVALUATION
ASSETS
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Asia Pacific
|
$
|
81,124
|
|
$
|
81,124
|
|
$
|
81,124
|
|
Haiti
|
|
-
|
|
|
56,085
|
|
|
-
|
|
Sweden
|
|
437,755
|
|
|
437,755
|
|
|
437,755
|
|
Turkey
|
|
363,987
|
|
|
232,547
|
|
|
232,547
|
|
U.S.A
|
|
1,498,674
|
|
|
1,572,375
|
|
|
2,279,942
|
|
Total
|
$
|
2,381,540
|
|
$
|
2,379,886
|
|
$
|
3,031,368
|
|
Page 38
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
17. SEGMENTED INFORMATION
(Continued)
PROPERTY
AND
EQUIPMENT
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Asia Pacific
|
$
|
10,275
|
|
$
|
12,694
|
|
$
|
110,769
|
|
Canada
|
|
-
|
|
|
1,630
|
|
|
15,280
|
|
Georgia
|
|
-
|
|
|
6,490
|
|
|
11,011
|
|
Haiti
|
|
23,612
|
|
|
9,040
|
|
|
12,574
|
|
Sweden
|
|
4,902
|
|
|
11,502
|
|
|
23,285
|
|
Turkey
|
|
7,032
|
|
|
24,723
|
|
|
67,373
|
|
U.S.A
|
|
568,639
|
|
|
685,150
|
|
|
945,122
|
|
Total
|
$
|
614,460
|
|
$
|
751,229
|
|
$
|
1,185,414
|
|
The Companys 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.
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
The Company considers items included in shareholders equity as
capital. The Companys objective when managing capital is to safeguard the
Companys 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 December 31, 2015, the Company had working capital of
$5,787,109 (2014 - $7,096,916; 2013 $14,217,999). Management estimates it has
sufficient working capital for operations and to continue its currently planned
programs. 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.
Page 39
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
(Continued)
As at December 31, 2015, there were no changes in the levels in
comparison to December 31, 2014. Financial instruments measured at fair value on
the statement of financial position are summarized in levels of the fair value
hierarchy as follows:
Assets
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Cash and cash equivalents
|
$
|
5,634,601
|
|
$
|
-
|
|
$
|
-
|
|
$
|
5,634,601
|
|
Restricted cash
|
|
269,770
|
|
|
-
|
|
|
-
|
|
|
269,770
|
|
Fair value through profit or loss
investments
|
|
235,106
|
|
|
-
|
|
|
-
|
|
|
235,106
|
|
Strategic
investments
|
|
193,810
|
|
|
-
|
|
|
-
|
|
|
193,810
|
|
Total
|
$
|
6,333,287
|
|
$
|
-
|
|
$
|
-
|
|
$
|
6,333,287
|
|
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 Companys 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 Companys 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 Companys 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 December 31, 2015
portfolio
values, a 10% increase or decrease in effective market values would increase or
decrease net shareholders equity by approximately $43,000.
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 Companys expenditures
will not exceed available resources.
Commodity Risk
The Companys 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 Companys royalty interests
cannot be accurately predicted and may be adversely affected by fluctuations in
mineral prices.
Page 40
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
(Continued)
Currency Risk
Foreign exchange risk arises when future commercial
transactions and recognized assets and liabilities are denominated in a currency
that is not the entitys 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 Companys cash and cash equivalents,
receivables, and accounts payable and accrued liabilities to foreign exchange
risk as at December 31, 2015 is as follows:
Accounts
|
|
US
dollars
|
|
Cash and cash equivalents
|
$
|
4,197,937
|
|
Receivables
|
|
410,204
|
|
Convertible notes receivable
|
|
740,377
|
|
Accounts payable and accrued liabilities
|
|
(270,080
|
)
|
Advances from joint venture partners
|
|
(99,276
|
)
|
Net exposure
|
|
4,979,162
|
|
Canadian dollar equivalent
|
$
|
6,912,571
|
|
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 December 31, 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 $691,000 in the Companys pre-tax profit or
loss.
19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|
|
December
31,
2015
|
|
|
December
31,
2014
|
|
|
December
31,
2013
|
|
Cash
|
$
|
5,365,271
|
|
$
|
3,311,196
|
|
$
|
3,519,309
|
|
Short-term deposits
|
|
269,330
|
|
|
3,139,112
|
|
|
9,163,760
|
|
Total
|
$
|
5,634,601
|
|
$
|
6,450,308
|
|
$
|
12,683,069
|
|
The significant non-cash investing and financing transactions
during the year ended December 31, 2015 included:
|
a.
|
Recorded a loss through accumulated other comprehensive
income of $105,714 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;
|
|
c.
|
Adjusted reserves and investment in associated companies
for $322,900 related to share-based payments made by an associated
company; and
|
|
d.
|
Adjusted non-current assets and liabilities for
$4,350,667 related to cumulative translation adjustments (CTA), of which
$5,161,567, relates to CTA gain on royalty interest, $1,331,949 relates to
CTA gain on goodwill, $1,715,574 relates to a CTA loss on deferred tax
liability and $427,275 relates to a CTA loss in the net liabilities of a
subsidiary with a functional currency different from the presentation
currency.
|
Page 41
EURASIAN MINERALS INC.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
(Expressed in Canadian Dollars)
|
For the Year Ended
December 31, 2015
|
19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
(Continued)
The significant non-cash investing and financing transactions
during the year period ended December 31, 2014 included:
|
a.
|
Recorded a loss through accumulated other comprehensive
income of $400,476 related to the fair value adjustments on AFS financial
instruments;
|
|
b.
|
Issuance of 391,501 incentive stock grants valued at
$614,427 applied to commitment to issue shares;
|
|
c.
|
Reclassification of $324,330 of restricted cash to cash
and cash equivalents for joint venture partner advances expensed in the
year;
|
|
d.
|
Adjusted reserves and investment in associated companies
for $135,700 related to share-based payments made by an associated
company; and
|
|
e.
|
Adjusted non-current assets and liabilities for
$3,585,937 related to cumulative translation adjustments (CTA), of which
$2,970,845 relates to CTA gain on royalty interest, $839,804 relates to
CTA gain on goodwill, $504,327 relates to a CTA loss on deferred tax
liability and $279,615 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 year ended December 31, 2013 included:
|
a.
|
Reclassification of $164,902 of share based payment
reserve to share capital from the exercise of options;
|
|
b.
|
Received 500,000 common shares of Pasinex Resources
Limited valued at $27,500 or $0.06 per common share as consideration for
the transfer and royalty interest on the Golcuk property in
Turkey;
|
|
c.
|
Recorded a loss through accumulated other comprehensive
income of $280,000 related to the fair value adjustments on AFS financial
instruments;
|
|
d.
|
Issuance of 563,337 incentive stock grants valued at
$1,193,672 applied to commitment to issue shares; and
|
|
e.
|
Adjusted non-current assets and liabilities for
$2,574,406 related to CTA, of which $2,572,332 relates to CTA gain on
royalty interest, $655,281 relates to CTA gain on goodwill, $829,755
relates to CTA loss on deferred tax liability and $176,548 relates to CTA
gain in the net assets of a subsidiary with a functional currency
different from the presentation currency.
|
20. EVENT AFTER THE REPORTING DATE
Subsequent to December 31, 2015, the Company completed the
execution of a purchase agreement for interests on the Maggie Creek and Afgan
gold properties from Golden Predator US Holding Corp. (Golden Predator), a
wholly-owned subsidiary of Till Capital Ltd. ("TCL") by issuing 250,000 common
shares of EMX to TCL as consideration for the purchase. Golden Predator owns a
2% NSR royalty on all precious metals and a 1% NSR royalty on all other minerals
for the Maggie Creek property, and a 1% NSR royalty on all minerals for the
Afgan property.
Page 42
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