UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
[ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ X ]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2015
OR
[ ]
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ____________ to __________
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of event requiring this shell company report
OR
Commission File Number:
001-35404
EURASIAN MINERALS INC.
(Exact name of Registrant as specified in its charter)
__________British Columbia, Canada_____________
(Jurisdiction of incorporation or organization)
Suite 501, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8
(Address of principal executive offices)
Christina Cepeliauskas, Chief Financial Officer
Facsimile No.: 604-688-1157
Suite 501, 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities to be registered pursuant to Section 12(b) of the Act:
Common Shares, without par value
NYSE MKT LLC
Title of each class Name on each exchange on which registered
Securities to be registered pursuant to Section 12(g) of the Act:
None
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 Company’s 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.
Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer X
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
U.S. GAAP [ ]
International Financial Reporting Standards as issued
by the International Accounting Standards Board [ X ]
Other [ ]
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
1
EURASIAN MINERALS INC.
FORM 20-F ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
Identity of Directors, Senior Management and Advisors
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Operating, Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures about Market Risk
Description of Other Securities Other Than Equity Securities
PART II
Item 13.
Defaults, Dividend Arrearages and Delinquencies
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15.
Controls and Procedures
Item 16A.
Audit Committee Financial Expert
Item 16B.
Code of Ethics
Item 16C.
Principal Accountant Fees and Services
Item 16D.
Exemptions from Listing Standards for Audit Committees
Item 16E.
Purchase of Equity Securities by the Company and Affiliated Purchasers
Item 16F.
Changes in Registrant’s Certifying Accountant
Corporate Governance
Item 16G.
Item 16H. Mine Safety Disclosure
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
PART III
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2
Glossary of Geological and Mining Terms
Certain terms used in this Form 20-F are defined as follows:
Alunite: a hydrated aluminium potassium, sulfate mineral [(KAl3(SO4)2(OH)6].
Andesite: an extrusive igneous rock of intermediate composition with a fine grained to porphyritic texture.
Argillic Alteration: hydrothermal alteration of rock which introduces clay minerals including kaolinite, smectite and illite.
Assay: a quantitative chemical analysis of an ore, mineral or concentrate to determine the amount of specific elements.
Breccia: a coarse-grained clastic rock composed of broken rock fragments held together by a mineral cement or in a fine-
grained matrix.
Carbonate: a sedimentary rock made mainly of calcium carbonate (CaCO3).
Dacite: an extrusive igneous rock with a fine grained to porphyritic texture and intermediate in composition between andesite
and rhyolite.
Diorite: a grey to dark-grey intermediate intrusive igneous rock composed principally of plagioclase feldspar, biotite,
hornblende, and/or pyroxene.
Dike: a tabular igneous intrusion that cuts across the country rock, generally vertical in nature.
Doré: a mixture of predominantly gold and silver produced by a mine, usually in a bar form, before separation and refining
into gold and silver by a refinery.
Epithermal: said of a hydrothermal mineral deposit formed within about 1 kilometer of the Earth’s surface and in the
temperature range of 50oC to 200oC.
Feasibility Study: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as a comprehensive
technical and economic study of the selected development option for a mineral project that includes appropriately detailed
assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial
analysis that are necessary to demonstrate, at the time of reporting, that extraction is reasonably justified (economically
mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial
institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than
that of a Pre-Feasibility Study.
Foliation: repetitive layering in metamorphic rocks.
Footwall: the underlying side of a fault, ore body, or mine working; particularly the wall rock beneath an inclined vein or
fault.
Formation: a persistent body of igneous, sedimentary, or metamorphic rock, having easily recognizable boundaries that can
be traced in the field without recourse to detailed paleontologic or petrologic analysis, and large enough to be represented on
a geologic map as a practical or convenient unit for mapping and description.
Gneiss: a type of rock formed by high-grade regional metamorphic processes from pre-existing formations of igneous or
sedimentary rocks.
Granodiorite: a group of plutonic rocks intermediate in composition between quartz diorite and quartz monzonite.
Greenfields: conceptual exploration; relying on the predictive power of ore genesis models to search for mineralization in
relatively unexplored ground.
Hanging wall: the overlying side of an ore body, fault, or mine working, especially the wall rock above an inclined vein or
fault.
3
Hornfels: a fine-grained rock composed of a mosaic of equidimensional grains without preferred orientation and typically
formed by contact metamorphism.
Hydrothermal: of or pertaining to hot water, to the action of hot water, or to the products of this action, such as a mineral
deposit precipitated from a hot aqueous solution, with or without demonstrable association with igneous processes.
Igneous rock: rock that is magmatic in origin.
Indicated mineral resource: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as that part of a
Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with
sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and
evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable
exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of
observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral
Resource and may only be converted to a Probable Mineral Reserve.
Inferred mineral resource: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as that part of a
Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and
sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred
Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be
converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded
to Indicated Mineral Resources with continued exploration.
Intercalated: said of layered material that exists or is introduced between layers of a different character; especially said of
relatively thin strata of one kind of material that alternates with thicker strata of some other kind, such as beds of shale
intercalated in a body of sandstone.
Jasperoid: a dense chert-like siliceous rock, in which chalcedony or cryptocrystalline quartz has replaced the carbonate
materials of limestone or dolomite.
Kriging: a weighted, moving-average interpolation method in which the set of weights assigned to samples minimizes the
estimation variance, which is computed as a function of the variogram model and locations of the samples relative to each
other, and to the point or block being estimated.
Leach: to dissolve minerals or metals out of ore with chemicals.
Limestone: a sedimentary rock consisting predominantly of calcium carbonate.
Lithocap: the shallow part of porphyry copper systems typically above the main Cu-Au/-Mo zone; upper alteration zone.
Measured mineral resource: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as that part of a
Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with
confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of
the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and
testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured
Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred
Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
Meta: a prefix that, when used with the name of a sedimentary or igneous rock, indicates that the rock has been
metamorphosed.
Metamorphic rock: rock which has been changed from igneous or sedimentary rock through heat and pressure into a new
form of rock.
Mineral Reserve: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as the economically
mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses,
which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as
appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction
could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is
delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different,
4
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 Earth’s 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.
Modifying factors: is defined in the CIM Definition Standards (2014) as the considerations used to convert Mineral
Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure,
economic, marketing, legal, environmental, social and governmental factors.
Net smelter return royalty or NSR royalty: a type of royalty based on a percentage of the proceeds, net of smelting,
refining and transportation costs and penalties, from the sale of metals extracted from concentrate and doré by the smelter or
refinery.
NI 43-101: National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities
Administrators.
Oxide: a compound of ore that has been subjected to weathering and alteration as a result of exposure to oxygen for a long
period of time.
Pegmatite: a very coarse-grained igneous rock that has a grain size of 20 millimetres or more.
Phyllite: a regional metamorphic rock, intermediate in grade between slate and schist. Minute crystals of sericite and chlorite
impart a silky sheen to the surfaces exposed by cleavage.
Plagioclase: a series of tectosilicate minerals within the feldspar family.
Plutonic: intrusive igneous rock that is crystallized from magma slowly cooling below the surface of the Earth.
Porphyry: igneous rock consisting of large-grained crystals dispersed in a fine-grained matrix or groundmass.
Pre-Feasibility Study: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as a comprehensive
study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a
preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, is established
and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions
on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a Qualified Person, acting
reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of
reporting. A Pre-Feasibility Study is at a lower confidence level than a Feasibility Study.
Preliminary Economic Assessment: is defined in NI 43-101 and NI 43-101CP as a study, other than a pre-feasibility or
feasibility study that includes an economic analysis of the potential viability of mineral resources. The term preliminary
economic assessment can include a study commonly referred to as a scoping study. A preliminary economic assessment
might be based on measured, indicated, or inferred mineral resources, or a combination of any of these. These types of
economic analyses include disclosure of forecast mine production rates that might contain capital costs to develop and sustain
the mining operation, operating costs, and projected cash flows.
Probable mineral reserve: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as the
economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the
Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve. The
Qualified Person(s) may elect to convert Measured Mineral Resources to Probable Mineral Reserves if the confidence in the
Modifying Factors is lower than that applied to a Proven Mineral Reserve.
Proven mineral reserve: is defined in the CIM Definition Standards (2014) as referenced by NI 43-101 as the economically
mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the
Modifying Factors. Application of the Proven Mineral Reserve category implies that the Qualified Person has the highest
degree of confidence in the estimate with the consequent expectation in the minds of the readers of the report. The term
should be restricted to that part of the deposit where production planning is taking place and for which any variation in the
estimate would not significantly affect the potential economic viability of the deposit. Proven Mineral Reserve estimates
must be demonstrated to be economic, at the time of reporting, by at least a Pre-Feasibility Study.
5
Pyroclastic: pertaining to clastic rock material formed by volcanic explosion or aerial expulsion from a volcanic vent; also,
pertaining to rock texture of explosive origin.
Qualified Person: is defined in NI 43-101as an individual who (a) is an engineer or geoscientist with a university degree, or
equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; (b) has at least
five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any
combination of these, that is relevant to his or her professional degree or area of practice; (c) has experience relevant to the
subject matter of the mineral project and the technical report; (d) is in good standing with a professional association; and (e)
in the case of a professional association in a foreign jurisdiction, has a membership designation that (i) requires attainment of
a position of responsibility in their profession that requires the exercise of independent judgment; and (ii) requires A. a
favourable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness;
or B. a recommendation for membership by at least two peers, and demonstrated prominence or expertise in the field of
mineral exploration or mining;
Run-of-mine: ore in its natural state as it is removed from the mine that has not been subjected to additional size reduction.
Schist: a strongly foliated crystalline rock, which readily splits into sheets or slabs as a result of the planar alignment of the
constituent crystals. The constituent minerals are commonly specified (e.g. “quartz-muscovite-chlorite schist”).
Shear zone: a tabular zone of rock that has been crushed and brecciated by parallel fractures due to “shearing” along a fault
or zone of weakness. These can be mineralized with ore-forming solutions.
Silicification: the introduction of, or replacement by, silica, generally resulting in the formation of fine-grained quartz,
chalcedony, or opal, which may fill pores and replace existing minerals.
Skarn: metamorphic zone developed in the contact area around igneous rock intrusions when carbonate sedimentary rocks
are invaded by large amounts of silicon, aluminum, iron, and magnesium.
Spectrography: the process of using a spectrograph to map or photograph a spectrum.
Stockwork: a complex system of structurally controlled or randomly oriented veins.
Strata: layers of sedimentary rock with internally consistent characteristics that distinguish them from other layers.
Strike: the direction, or course or bearing of a vein or rock formation measured on a level surface.
Stratibound: confined to a particular stratigraphic layer or unit.
Stratiform: occurring as or arranged in strata.
Strip (or stripping) ratio: the tonnage or volume of waste material that must be removed to allow the mining of one tonne
of ore in an open pit.
Sulfides or sulphides: compounds of sulfur (or sulphur) with other metallic elements.
Tailing: material rejected from a mill after the recoverable valuable minerals have been extracted.
Terrane: a rock formation or assemblage of rock formations that share a common geologic history.
Tuff: a general term for consolidated pyroclastic rocks.
Vein: sheet-like body of minerals formed by fracture filling or replacement of host rock.
Vuggy: containing small cavities in a rock or vein, often with a mineral lining of different composition from that of the
surrounding rock.
6
Linear Measurements
1 inch
1 foot
1 yard
1 mile
Area Measurements
1 acre
1 hectare
1 square mile
Units of Weight
1 short ton
1 long ton
1 metric tonne
1 pound (16 oz.)
1 troy oz.
1 troy oz. per short ton
Analytical
1%
1 gram/tonne
1 troy oz./short ton
10 ppb
100 ppm
=
=
=
=
=
=
=
=
=
=
=
=
=
2.54 centimeters
0.3048 meter
0.9144 meter
1.609 kilometers
0.4047 hectare
2.471 acres
640 acres or 259 hectares or 2.59 square kilometers
2000 pounds or 0.893 long ton
2240 pounds or 1.12 short tons
2204.62 pounds or 1.1023 short tons
0.454 kilograms or 14.5833 troy ounces
31.1035 grams
34.2857 grams per metric tonne
percent
1%
0.0001%
0.003429%
nil
0.01
grams per metric tonne
troy oz per short ton
10,000
1
34.2857
0.01
100
291.667
0.029167
1
0.00029
2.917
Temperature Conversion Formulas
Degrees Fahrenheit
Degrees Celsius
=
=
(°C x 1.8) + 32
(°F - 32) x 0.556
7
Frequently Used Abbreviations and Symbols
AA
Ag
As
Au
°C
CIM
cm
C.P.G.
CSAMT
Cu
ESIA
F
°F
g
g/t
Hg
HSE
ICP AES
ICP MS
atomic absorption spectrometry
silver
arsenic
gold
degrees Celsius (centigrade)
Canadian Institute of Mining, Metallurgy and Petroleum
centimeter
Certified Professional Geologist
Controlled source audio-frequency magnetotellurics
copper
Environmental & Social Impact Assessment
fluorine
degrees Fahrenheit
gram(s)
grams per tonne
mercury
high sulphidation epithermal
inductively coupled plasma atomic emission spectroscopy
inductively coupled plasma mass spectroscopy
ICP MS/AAS
inductively coupled plasma mass spectroscopy/atomic absorption spectroscopy
IOCG
IP
JORC
JV
kg
km
m
Ma
Mn
Mo
n
oz
opt
oz/ton
oz/tonne
Pb
PEA
PGE
ppb
ppm
QA
QC
QP
sq
iron-oxide-copper-gold
Induced polarization
Joint Ore Reserves Committee
joint venture
kilogram
kilometer
meter(s)
million years ago
manganese
molybdenum
number or count
troy ounce
ounce per short ton
ounce per short ton
ounce per metric tonne
lead
Preliminary Economic Assessment
platinum group element
parts per billion
parts per million
quality assurance
quality control
Qualified Person
square
8
Frequently Used Abbreviations and Symbols
Sb
VMS
Zn
antimony
volcanogenic massive sulfide
zinc
9
INTRODUCTION
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.
EMX’s 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). Eurasian’s
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.
BUSINESS OF EURASIAN MINERALS INC.
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. Eurasian’s 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 Company’s treasury, which can be utilized for further project acquisitions and other
business initiatives.
The Company’s 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
Company’s growth over the long term.
Strategic investments are an important complement to the Company’s royalty and prospect generation initiatives. These
investments are made in 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.
FINANCIAL AND OTHER INFORMATION
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$”).
10
FORWARD-LOOKING STATEMENTS
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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:
the Company’s ability to achieve production at any of its mineral properties;
estimated capital costs, operating costs, production and economic returns;
estimated metal pricing, metallurgy, mineability, marketability and operating and capital costs, together with other
assumptions underlying the Company’s resource and reserve estimates;
the Company’s expected ability to develop adequate infrastructure at a reasonable cost;
assumptions that all necessary permits and governmental approvals will be obtained;
assumptions made in the interpretation of drill results, the geology, grade and continuity of the Company’s mineral
deposits;
the Company’s expectations regarding demand for equipment, skilled labor and services needed for exploration and
development of mineral properties; and
the Company’s activities will not be adversely disrupted or impeded by development, operating or regulatory risks.
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:
uncertainty of whether there will ever be production at the Company’s mineral exploration and development
properties;
uncertainty of estimates of capital costs, operating costs, production and economic returns;
uncertainties relating to the assumptions underlying the Company’s resource and reserve estimates, such as metal
pricing, metallurgy, mineability, marketability and operating and capital costs;
risks related to the Company’s ability to commence production and generate material revenues or obtain adequate
financing for its planned exploration and development activities;
risks related to the Company’s ability to finance the development of its mineral properties through external
financing, joint ventures or other strategic alliances, the sale of property interests or otherwise;
risks related to the third parties on which the Company depends for its exploration and development activities;
dependence on cooperation of joint venture partners in exploration and development of properties;
credit, liquidity, interest rate and currency risks;
11
risks related to market events and general economic conditions;
uncertainty related to inferred mineral resources;
risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of the
Company’s mineral deposits;
risks related to lack of adequate infrastructure;
mining and development risks, including risks related to infrastructure, accidents, equipment breakdowns, labor
disputes or other unanticipated difficulties with or interruptions in development, construction or production;
the risk that permits and governmental approvals necessary to develop and operate mines on the Company’s
properties will not be available on a timely basis or at all;
commodity price fluctuations;
risks related to governmental regulation and permits, including environmental regulation;
risks related to the need for reclamation activities on the Company’s properties and uncertainty of cost estimates
related thereto;
uncertainty related to title to the Company’s mineral properties;
uncertainty as to the outcome of potential litigation;
risks related to increases in demand for equipment, skilled labor and services needed for exploration and
development of mineral properties, and related cost increases;
increased competition in the mining industry;
the Company’s need to attract and retain qualified management and technical personnel;
risks related to hedging arrangements or the lack thereof;
uncertainty as to the Company’s ability to acquire additional commercially mineable mineral rights;
risks related to the integration of potential new acquisitions into the Company’s existing operations;
risks related to unknown liabilities in connection with acquisitions;
risks related to conflicts of interest of some of the directors of the Company;
risks related to global climate change;
risks related to adverse publicity from non-governmental organizations;
risks related to political uncertainty or instability in countries where the Company’s mineral properties are located;
uncertainty as to the Company’s passive foreign investment company (“PFIC”) status;
uncertainty as to the Company’s status as a “foreign private issuer” and “emerging growth company” in future years;
uncertainty as to the Company’s ability to maintain the adequacy of internal control over financial reporting; and
risks related to regulatory and legal compliance and increased costs relating thereto.
This list is not exhaustive of the factors that may affect any of the Company’s 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 Company’s 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 management’s 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.
12
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.
Name
Brian E. Bayley (1)(2)(3)(4)
David M. Cole (5)
Brian K. Levet (1)(2)(4)
Larry M. Okada (1)(2)(3)(6)
Michael D. Winn (3)(7)
Table No. 1
Directors
Age
63
54
63
67
54
Date First Elected of Appointed
May 13, 1996
November 24, 2003
March 18, 2011
June 11, 2013
November 24, 2003
(1) Member of Audit Committee
(2) Member of the Compensation Committee
(3) Member of Corporate Governance Committee
(4)
(5)
(6)
(7)
Suite 1703 – 595 Burrard Street, Vancouver, BC V7X 1S8
10001 W. Titan Road, Littleton, Colorado 80125
Suite 520 – 800 West Pender Street, Vancouver, BC V6C 2V6
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
David M. Cole (1)
Christina Cepeliauskas (2)
Kim Casswell (2)
Age
54
52
59
Date of First Appointment
November 24, 2003
September 18, 2008
November 13, 2015
(1)
(2)
10001 W. Titan Road, Littleton, Colorado 80125
Suite 501 – 543 Granville Street, Vancouver, BC V6C 1X8
Mr. Cole’s 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 Company’s
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. Casswell’s 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
13
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.
1.B. Advisers
The Company’s Canadian legal counsel:
The Company’s bank is:
1.C Auditors
The Company’s auditor is:
Northwest Law Group
Contact: Michael Provenzano
595 Howe Street, Suite 701
Vancouver, British Columbia V6C 2T5
Telephone: 604-687-5792
Facsimile: 604-687-6650
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
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$)
* 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
As of March 24, 2016, the exchange rate was CDN$1.3269 to US$1.
15
Year EndedYear EndedYear EndedYear EndedYear EndedDecember 31, 2015December 31, 2014December 31, 2013December 31, 2012December 31, 2011IFRSRoyalty income1,609,553$ 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 Shares73,534,710 73,371,710 72,980,209 72,051,872 51,875,118 Working capital5,787,109 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 interest28,798,980 29,327,960 35,063,725 38,738,592 -Total assets50,624,129 54,292,093 70,073,220 82,475,787 52,030,105 Share capital117,000,052 116,766,102 116,151,675 114,414,001 77,122,016 Deficit(94,305,878) (87,430,021) (69,981,980) (55,999,368) (35,097,315) Last 6 months endedAverageHighLow CloseFebruary 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 YearsFiscal 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
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 Eurasian’s 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 Company’s properties has a known commercial ore deposit. The main
operating risks include ensuring ownership of and access to mineral properties by confirmation that option agreements,
claims and leases are in good standing and obtaining permits for drilling and other exploration activities.
Eurasian is currently earning an interest in some of its properties through option agreements and acquisition of title to the
properties is only completed when the option conditions have been met. These conditions generally include making property
payments, incurring exploration expenditures on the properties and can include the satisfactory completion of pre-feasibility
studies. If the Company does not satisfactorily complete these option conditions in the time frame laid out in the option
agreements, the Company’s title to the related property will not vest and the Company will have to write-off any previously
capitalized costs related to that property.
The market prices for precious and base metals can be volatile and there is no assurance that a profitable market will exist for
a production decision to be made or for the ultimate sale of the metals even if commercial quantities of precious and other
metals are discovered.
Revenue and Royalty Risks
Eurasian cannot predict future revenues or operating results of the area of mining activity. Management expects future
revenues from the Carlin Trend Royalty Claim Block, including the Leeville royalty property in Nevada, to fluctuate
depending on the level of future production and the price of gold. Specifically, there is a risk that the operator of the property,
Newmont Mining Company (“Newmont”), will cease to operate in the Company’s area of interest, therefore there can be no
assurance that ongoing royalty payments will materialize or be received by Eurasian.
Financing and Share Price Fluctuation Risks
Eurasian has limited financial resources and has no assurance that additional funding will be available for further exploration
and development of its projects. Further exploration and development of one or more of the Company’s projects may be
dependent upon the Company’s ability to obtain financing through equity or debt financing or other means. Failure to obtain
this financing could result in delay or indefinite postponement of further exploration and development of its projects which
could result in the loss of one or more of its properties.
The securities markets can experience a high degree of price and volume volatility, and the market price of securities of many
companies, particularly those considered to be development stage companies, such as Eurasian, may experience wide
fluctuations in share prices which will not necessarily be related to their operating performance, underlying asset values or
prospects. There can be no assurance that share price fluctuations will not occur in the future, and if they do occur, the
severity of the impact on Eurasian’s ability to raise additional funds through equity issues.
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
Company’s operations in those countries. The Company does not carry political risk insurance.
Competition
The Company competes with many companies that have substantially greater financial and technical resources than it in the
acquisition and development of its projects as well as for the recruitment and retention of qualified employees.
Return on Investment Risk
Investors cannot expect to receive a dividend on an investment in the Common Shares in the foreseeable future, if at all.
No Assurance of Titles or Borders
The acquisition of the right to exploit mineral properties is a very detailed and time consuming process. There can be no
guarantee that the Company has acquired title to any such surface or mineral rights or that such rights will be obtained in the
future. To the extent they are obtained, titles to the Company’s surface or mineral properties may be challenged or impugned
and title insurance is generally not available. The Company’s surface or mineral properties may be subject to prior
unregistered agreements, transfers or claims and title may be affected by, among other things, undetected defects. Such third
party claims could have a material adverse impact on the Company’s operations.
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 management’s 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
17
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:
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 Company’s equity financings are sourced in Canadian dollars but much of its expenditures are in local currencies or U.S.
dollars. At this time, there are no currency hedges in place. Therefore, a weakening of the Canadian dollar against the U.S.
dollar or local currencies could have an adverse impact on the amount of exploration funds available and work conducted.
Joint Venture and Exploration Funding Risk
Eurasian’s strategy is to seek exploration and joint venture partners through options and joint ventures to fund exploration
and project development. The main risk of this strategy is that the funding parties may not be able to raise sufficient capital in
order to satisfy exploration and other expenditure terms in a particular joint venture agreement. As a result, exploration and
development of one or more of the Company’s property interests may be delayed depending on whether Eurasian can find
another party or has enough capital resources to fund the exploration and development on its own.
Insured and Uninsured Risks
In the course of exploration, development and production of mineral properties, the Company is subject to a number of risks
and hazards in general, including adverse environmental conditions, operational accidents, 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 Company’s property or facilities and
equipment, personal injury or death, environmental damage to properties of the Company or others, delays, monetary losses
and possible legal liability.
Although the Company may maintain insurance to protect against certain risks in such amounts as it considers reasonable, its
insurance may not cover all the potential risks associated with its operations. The Company may also be unable to maintain
insurance to cover these risks at economically feasible premiums or for other reasons. Should such liabilities arise, they could
reduce or eliminate future profitability and result in increased costs, have a material adverse effect on the Company’s results
and a decline in the value of the securities of the Company.
Some work is carried out through independent consultants and the Company requires all consultants to carry their own
insurance to cover any potential liabilities as a result of their work on a project.
Environmental Risks and Hazards
The activities of the Company are subject to environmental regulations issued and enforced by government agencies.
Environmental legislation is evolving in a manner that will require stricter standards and enforcement and involve increased
fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened
degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future
changes in environmental regulation, if any, will not adversely affect Eurasian’s operations. Environmental hazards may exist
on properties in which the Company holds interests which are unknown to the Company at present.
Fluctuating Metal Prices
Factors beyond the control of the Company have a direct effect on global metal prices, which have fluctuated widely,
particularly in recent years, and there is no assurance that a profitable market will exist for a production decision to be made
or for the ultimate sale of the metals even if commercial quantities of precious and other metals are discovered on any of
Eurasian’s properties. Consequently, the economic viability of any of the Company’s exploration projects and its ability to
finance the development of its projects cannot be accurately predicted and may be adversely affected by fluctuations in metal
prices.
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 Eurasian’s operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Eurasian may be
required to compensate those suffering loss or damage by reason of its mineral exploration activities and may have civil or
criminal fines or penalties imposed for violations of such laws, regulations and permits. Any such events could have a
material and adverse effect on Eurasian and its business and could result in Eurasian not meeting its business objectives.
Key Personnel Risk
Eurasian’s success is dependent upon the performance of key personnel working in management and administrative
capacities or as consultants. The loss of the services of senior management or key personnel could have a material and
adverse effect on the Company, its business and results of operations.
Conflicts of Interest
In accordance with the laws of British Columbia, the directors and officers of a Company are required to act honestly, in
good faith and in the best interests of the Company. Eurasian’s directors and officers may serve as directors or officers of
other companies or have significant shareholdings in other resource companies and, to the extent that such other companies
may participate in ventures in which the Company may participate, such directors and officers may have a conflict of interest
in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a
meeting of the Company’s directors, a director with such a conflict will abstain from voting for or against the approval of
such participation or such terms.
Passive Foreign Investment Company
U.S. investors in common shares should be aware that based on current business plans and financial expectations, Eurasian
currently expects that it will be 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.
shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a
disposition of common shares, or any so-called “excess distribution” received on its common shares, as ordinary income, and
to pay an interest charge on a portion of such gain or distributions, unless the 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 Eurasian’s net capital gain
and ordinary earnings for any year in which Eurasian is a PFIC, whether or not Eurasian distributes any amounts to its
shareholders. For each tax year that Eurasian qualifies as a PFIC, Eurasian intends to: (a) make available to U.S.
shareholders, upon their written request, a “PFIC Annual Information Statement” as described in Treasury Regulation
Section 1.1295-1(g) (or any successor Treasury Regulation) and (b) upon written request, use commercially reasonable
efforts to provide all additional information that such U.S. shareholder is required to obtain in connection with maintaining
such QEF Election with regard to Eurasian. Eurasian may elect to provide such information on its website
www.EurasianMinerals.com. 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 Company’s efforts to comply with the new rules and regulations have resulted in, and are likely
to continue to result in, increased general and administrative expenses and a diversion of management time and attention
from revenue-generating activities to compliance activities.
Internal Controls over Financial Reporting
Applicable securities laws require an annual assessment by management of the effectiveness of the Company’s internal
control over financial reporting. The Company may, in the future, fail to achieve and maintain the adequacy of its internal
control over financial reporting, as such standards are modified, supplemented or amended from time to time, and the
Company may not be able to ensure that it can conclude on an ongoing basis that it has effective internal control over
financial reporting. Future acquisitions 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 Company’s internal control over financial reporting will detect or
uncover all failures of persons within the Company to disclose material information otherwise required to be reported. The
effectiveness of the Company’s controls and procedures could also be limited by simple errors or faulty judgments. In
addition, should the Company expand in the future, the challenges involved in implementing appropriate internal control over
financial reporting will increase and will require that the Company continue to improve its internal control over financial
reporting.
ITEM 4. INFORMATION ON THE COMPANY
4.A. History and Development of the Company
Introduction
The Company’s corporate office is located at:
Suite 501, 543 Granville Street
Vancouver, British Columbia, Canada V6C 1X8
Telephone: (604) 688-6390
Facsimile: (604) 688-1157
Website: www.EurasianMinerals.com
Email: kcasswell@seabordservices.com
The contact person is: Kim Casswell, Corporate Secretary.
The Company’s registered and records office is located at Suite 704, 595 Howe Street, Vancouver, British Columbia, V6C
2T5.
The Company’s technical office is located at:
10001 W. Titan Road
Littleton, Colorado
United States of America, 80125
Telephone: 303-973-8585
Facsimile: 303-973-0715
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.
Eurasian’s 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). Eurasian’s 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 Eurasian’s 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 asset’s 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 EMX’s 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
arm’s length private company based in Houston, Texas, for cash payments, an equity position of approximately 5% in SGL’s
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 Company’s 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
Company’s 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 EMX’s 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 Company’s 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:
75 troy ounces of gold (or cash equivalent thereof) on the first anniversary of NQM’s election to reduce the amount
of the production royalty,
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
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 Company’s shareholders at its annual general meeting on May 13,
2014 and subsequently incorporated into the Company’s 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 Company’s 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 EMX’s 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
22
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.
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 Zealand’s 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 Company’s 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:
US$500,000 upon completion of an OMS or PEA;
US$1,000,000 upon completion of a Prefeasibility Study; and
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 IGC’s 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
Company’s investment in IGC is in recognition of the significant potential of the district-scale discovery at Malmyzh, as well
as IGC’s 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 Company’s Stock Option Plan, an aggregate of 1,341,500
incentive stock options, exercisable at a price of $0.66 per share for a period of five years, has been granted to officers,
directors, employees and consultants of the Company.
On July 13, 2015 the Company announced that the National Instrument 43-101 Standards of Disclosure for Mineral Projects
technical report titled "NI 43-101 Technical Report on the Initial Mineral Resource Estimate for the Malmyzh Copper-Gold
Project, Khabarovsk Krai, Russian Federation" (the "Report") dated July 10, 2015 has been filed on SEDAR at
www.sedar.com and on the SEC’s website at www.sec.gov. On August 4, 2015 the Company announced the signing of an
Exploration and Option to Purchase Agreement, through its wholly owned subsidiary Bronco Creek, for the Aguila de Cobre
porphyry copper project (the "Aguila de Cobre Project") with Kennecott (“Aguila de Cobre Agreement”). The Aguila de
Cobre Project is located approximately 120 kilometers west of Phoenix, Arizona in a relatively un-explored region of the
Arizona porphyry copper belt.
Commercial Terms Overview. Pursuant to the Aguila de Cobre Agreement, Kennecott can earn a 100% interest in the
Aguila de Cobre Project by making cash payments and performing exploration as follows (all amounts are US$):
Cash Payments:
$25,000 upon execution of the Aguila de Cobre Agreement (firm commitment);
$25,000 on the first and second anniversaries of the Agreement;
$50,000 on the third anniversary of the Aguila de Cobre Agreement; and
$100,000 upon exercise of the Option.
Exploration:
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
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:
$500,000 upon completion of an OMS or PEA;
$500,000 upon completion of a Prefeasibility Study; and
$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 Company’s 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
25
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.
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 Predator’s 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. Eurasian’s 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)
(b)
(c)
reduces its exposure to the costs and risks associated with mineral exploration and project development,
maintains the opportunity to participate in early-stage exploration upside; and
develops a pipeline for potential production royalty payments and associated greenfields discoveries in the future.
This approach helps preserve the Company’s treasury, which can be utilized for further project acquisitions and other
business initiatives.
The Company’s 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 Company’s growth over the long term.
Strategic investments are an important complement to the Company’s royalty and prospect generation initiatives. These
investments are made in 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.
Eurasian’s 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, 20151 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 license’s 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
Silver
Platinum
$/oz
$/oz
$/oz
<800
801-1250
<10
11-20
<500
501-1000
1251-1500
21-25
1501-1750
25-30
1751-2000
31-35
2001-2250
36-40
>2251
>41
1001-
1250
1251-
1500
1501-
1750
1751-
2000
>2001
2
4
6
8
10
14
16
Coppe
r
$/oz
<5000
5001-
7500
7501-
8000
8001-
8500
8501-
9000
9001-
9500
>9501
Environmental Regulation
Lead
Zinc
Chrome
Aluminum
Uranium
Oxide
$/oz
$/oz
$/T
$/T
101-300
301-500
<1000 <1000 <100
1001-
1001-
2500
2000
2501-
2001-
3000
2250
3001-
2251-
3500
2500
3501-
2501-
4000
3000
4001-
3001-
3500
4500
>3501 >4501 >1101
501-700
701-900
<1000
1001-2000
$/lb
<20
20-40
2001-2350
41-80
2351-2600
81-110
2601-2850
111-140
901-1100 2851-3100
141-170
>3101
>171
In Turkey, where Eurasian’s 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
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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.
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.
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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 Eurasian’s
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
Eurasian’s 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 Eurasian’s business require specialized skills and knowledge. Such skills and knowledge include the areas of
geology, finance, accounting and law.
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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
Eurasian’s royalty and prospect generator business model is cyclical and is impacted by commodity prices and cycles;
however, its business is not seasonal.
Economic Dependence
Eurasian’s 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 Eurasian’s business will be affected in the current financial year by the renegotiation or termination of
contracts or sub-contracts.
Environmental Protection
All phases of Eurasian’s 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 Eurasian’s 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.
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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.
1. Environmental Policy
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 Company’s 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;
inform and obtain a consensus with the full range of stakeholders that may be impacted upon by exploration,
evaluation and development; and
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, non-
governmental 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.
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.
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The Company’s aim is at all times to achieve zero lost-time injuries and fatalities.
4. 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 Company’s 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 EMX’s 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:
EURASIAN MINERALS INC. (EMX)
(British Columbia, Canada)
100%
EMX (USA) Services
Corp.
(Nevada, USA)
100%
Bullion Monarch
Mining Inc.
(Utah, USA)
Bronco Creek
Exploration
(Arizona, USA)
4.D. Property, Plant and Equipment
The Company’s 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 Company’s office.
The Company’s 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.
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“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 Corporation’s (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.
Newmont’s 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 Corp’s 10-K and 10-Q filings for 2014 and 2015). As understood by the Company, "greater Leeville" includes
34
portions of EMX’s 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.
Further Carlin Trend exploration upside is provided by EMX’s 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 Newmont’s Gold Quarry open pit mining operation.
In addition to EMX’s Carlin Trend royalty properties, the Company has royalty property interests elsewhere in the western
U.S., as well as in Turkey, Serbia, Sweden, Australia, Slovakia, and Peru. The 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. EMX’s 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. EMX’s geothermal interests in Slovakia and Peru provide royalty property diversification into energy assets that
complement the Company’s mineral property portfolio.
In addition, all of EMX’s 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 EMX’s benefit during earn-in. Additional details on Eurasian’s property portfolio are included in the
following sections.
North America
Eurasian’s 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 Company’s 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.
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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.
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Superior West Property
The Superior West project is located west of the historic mining town of Superior, Arizona, and adjacent to Resolution
Copper’s 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.
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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. BCE’s 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 Turkey’s 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 EMX’s mineral licenses, exploration programs, and
administrative functions in Turkey.
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Akarca Property
The Akarca Property is a 2006 Eurasian grassroots exploration discovery in Turkey’s 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.
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.
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.
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.
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.
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
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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).
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).
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 EMX’s 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 Çolakoğlu’s 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 zone’s 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.
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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. Pasinex’s 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 quartz–alunite 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.
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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
42
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.
Sweden
Eurasian’s 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 Avalon’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 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-1980’s.
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 deposit’s 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
44
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.
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 Haiti’s Massif du Nord mineral belt since 2008, with Newmont funding and managing the
Joint Venture. EMX’s 100% controlled Grand Bois gold-copper project was not subject to the JV with Newmont. The Joint
Venture projects with Newmont and EMX’s 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 property’s 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
46
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.
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 IGC’s exploration results and EMX’s due diligence data verification and QA and QC procedures can be
found in the Company’s 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
EMX’s 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 Peru’s 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 Company’s
common shares are listed on the TSX-V under the symbol of “EMX” and on the NYSE MKT under the symbol of “EMXX”.
The Company’s head office is located at 501 - 543 Granville Street, Vancouver, British Columbia, Canada V6C 1X8.
These 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.
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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 Company’s 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 Company’s activities for exploration and evaluation assets are located in emerging nations and, consequently,
may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property
rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory and
political situations.
At the date of these consolidated financial statements, the Company has not identified a known body of commercial grade
mineral on any of its exploration and evaluation assets. The ability of the Company to realize the costs it has incurred to date
on these exploration and evaluation assets is dependent upon the Company identifying a commercial mineral body, to finance
its development costs and to resolve any environmental, regulatory or other constraints which may hinder the successful
development of the exploration and evaluation assets.
These consolidated financial statements of the Company are presented in Canadian dollars unless otherwise noted, which is
the functional currency of the parent company and its subsidiaries except as to Bullion Monarch, 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 Company’s royalty and exploration
portfolio mainly consists of properties in North America, Turkey, Europe, Haiti, Australia, and New Zealand. The Company
started receiving royalty income as of August 17, 2012 when it acquired Bullion Monarch Mining, Inc. (“Bullion” or
“BULM”). This royalty cash flow helps to provide a foundation for supporting the Company’s 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 Company’s treasury, which can be utilized for project acquisitions
and other business objectives.
Strategic investments are an important complement to the Company’s royalty and prospect generation initiatives. These
investments are made in under-valued exploration companies identified by Eurasian. EMX helps to develop the value of
these assets, with exit strategies that can include royalty positions or equity sales.
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 Corporation’s 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. Newmont’s
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
Corp’s 10-K and 10-Q filings for 2014 and 2015). As understood by the Company, "greater Leeville" includes portions of
EMX’s royalty property, and the Turf Vent Shaft Project as described by Newmont may potentially have a positive impact on
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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.
Further Carlin Trend exploration upside is provided by EMX’s 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 Newmont’s Gold Quarry open pit mining operation.
NORTH AMERICA
Eurasian’s 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 Eurasian’s 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 Company’s 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.
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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 Turkey’s 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 Turkey’s 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 EMX’s 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
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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.
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. Pasinex’s 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
52
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 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
Eurasian’s 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
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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-1980’s. 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.
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 deposit’s 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.
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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
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and 0.5% in Peru from future geothermal energy production. EMX’s 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 Peru’s Western and Eastern Cordillera. SGL advises that the lack of
available transmission capacity is currently delaying the growth of the Peruvian geothermal industry.
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. Eurasian’s 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 EMX’s 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
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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.
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 Company’s 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”).
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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 Company’s 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 Company’s
investment less its share of accumulated equity losses was $3,394,255 (2014 - $4,072,737; 2013 - $3,960,650). The
Company’s 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 Company’s
judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate.
At December 31, 2014, the Company had a 49% equity investment in a private Turkish company (“Turkish Co”) with
Chesser Resources Ltd; an Australian Stock Exchange listed Exploration Company. During the 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 Company’s share of the net loss of the joint venture for the
year ended December 31, 2015 was $Nil (2014 - $Nil; 2013 - $Nil).
As at December 31, 2015, associated companies’ aggregate assets, aggregate liabilities and net loss for the year are as
follows:
As at December 31, 2014, associated companies’ aggregate assets, aggregate liabilities and net loss for the year are as
follows:
As at December 31, 2013, associated companies’ aggregate assets, aggregate liabilities and net loss for the period are as
follows:
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December 31, 2015IGCAggregate assets 6,980,045$ 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) December 31, 2014Turkish CoIGCAggregate 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)
SELECTED ANNUAL INFORMATION
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 $205,940) on the acquisition and sale of exploration and evaluation assets which had a significantly
impact on the net losses for the respective fiscal years.
OUTSTANDING SHARE DATA
At March 24, 2016, the Company had 73,784,710 common shares issued and outstanding. There were also 5,130,500 stock
options outstanding with expiry dates ranging from July 19, 2016 to June 8, 2020.
Critical Accounting Policies and Estimates
STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
These consolidated financial statements have been prepared in accordance with IFRS as issued by the International
Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee
(“IFRIC”).
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments
classified as fair value through profit or loss or available for sale, which are stated at their fair value. In addition, these
consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.
Summary of Significant Accounting Policies
Basis of Consolidation
The consolidated financial statements comprise the accounts of Eurasian, the parent company, and its controlled subsidiaries,
after the elimination of all significant intercompany balances and transactions.
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December 31, 2013Turkish CoIGCAggregate assets 105,489$ 5,977,484$ Aggregate liabilities (142,811) (958,317) Income (loss) for the year11,247 (5,297,700) The Company's ownership %49.00%40.96%The Company's share of loss for the year -(2,093,823) As atDecember 31, 2015December 31, 2014December 31, 2013Financial positionsWorking capital5,787,109$ 7,096,916$ 14,217,999$ Exploration and evaluation assets (net)2,381,540 2,379,886 3,031,368 Royalty interest28,798,980 29,327,960 35,063,725 Total assets50,624,129 54,292,093 70,073,220 Share capital117,000,052 116,766,102 116,151,675 Deficit(94,305,878) (87,430,021) (69,981,980) Year ended December 31, 2015Year ended December 31, 2014Year ended December 31, 2013Financial resultsRoyalty income1,609,553$ 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)
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 Company’s
principal operating subsidiaries are as follows:
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.
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NamePlace of IncorporationOwnership PercentageBullion Monarch Mining, IncUtah, USA100%EMX (USA) Services Corp.Nevada, USA100%Bronco Creek Exploration Inc.Arizona, USA100%AES Madencilik Ltd. SirketiTurkey100%Eurasia Madencilik Ltd. SirketiTurkey100%EBX Madencilik Ltd. SirketiTurkey100%Azur Madencilik Ltd. SirketiTurkey100%Eurasian Minerals Cooperatief U.A.Netherlands100%EMX Georgia Cooperatief U.A.Netherlands100%Ayiti Gold Company S.A.Haiti100%Eurasian Minerals Sweden ABSweden100%EMX Exploration Scandinavia ABSweden100%Viad Royalties ABSweden100%Iekevare Minerals ABSweden100%Waikato Gold Limited New Zealand100%EMX Australia Pty Ltd.Australia100%
(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 Company’s 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.
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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 Company’s 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 management’s 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.
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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 asset’s 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
arm’s 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 entity’s 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 Company’s accounting policy, royalty interests are evaluated on a periodic basis to determine whether
there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed
and an impairment loss recognized to the extent that carrying amount exceeds recoverable amount. The recoverable amount
of a royalty asset is measured at the higher of fair value less costs to sell and value in use. The determination of fair value and
value in use requires management to make estimates and assumptions about expected production and sales volumes, 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.
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 Company’s accounting policy for taxation requires management’s judgment as to the types of arrangements considered
to be a tax on income in contrast to an operating cost. Judgment is also required in assessing whether deferred tax assets and
certain deferred tax liabilities are recognized on the 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 management’s estimates of future cash flows. These depend on estimates of
future production and sales volumes, commodity prices, and reserves. Judgments are also required about the application of
income tax legislation in foreign jurisdictions. These judgments and assumptions are subject to risk and uncertainty, hence
there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax
assets and deferred tax liabilities recognized on the 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 Company’s 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
Name
Position
David M. Cole
Brian E. Bayley (1)(2)(3)
Brian K. Levet (1)(2)
Larry Okada (1)(2)(3)
Michael D. Winn (3)
Christina Cepeliauskas
Kim Casswell
President, CEO, Director
Director
Director
Director
Director and Chairman
Chief Financial Officer
Corporate Secretary
67
Age
54
63
63
67
54
52
59
Date of
First Election
Or Appointment
November 24, 2003
May 13, 1996
March 18, 2011
June 11, 2013
November 24, 2003
September 18, 2008
November 13, 2015
(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 Queen’s 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/By-
Laws 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 Company’s
executive officers. The Compensation Committee’s mandate is to ensure that total compensation paid to all executives is fair
and reasonable and is consistent with the Company’s 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 Company’s Stock Option Plan (the
“Option Plan”) and issuances of Common Shares to directors and officers pursuant to the Company’s 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 executive’s performance, expertise, responsibilities and length of service to the
Company, and (iv) reflect the Company’s 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 Company’s performance and, based on its assessment, recommends appropriate
compensation levels to the Board. In establishing levels of cash and equity-based compensation, the executive’s 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 Company’s
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 Company’s 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 Company’s CEO is
comparable to the Benchmark Companies average and substantially below the large mining group. It should be noted that the
CEO’s 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 Company’s 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 Company’s 2015, 2014 and 2013 financial years were as follows:
Nature of Fee
Executive Compensation-Related Fees
All Other Fees
2015
Nil
Nil
2014
$9,040
Nil
2013
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 Committee’s approval.
Base Salary
The Compensation Committee recommends, and the Board establishes, the NEO’s 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 Company’s 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 Company’s 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 NEO’s 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
Name and Principal
Position
David M. Cole,
President & CEO
Michael D. Winn(3),
Chairman & Director
Christina Cepeliauskas(4),
CFO
Brian E. Bayley,
Director
Year
2015
2014
2013
2015
2014
2013
2015
2014
2013
2015
2014
2013
Annual Compensation
Long-Term
Compensation
Awards
Payouts
Salary
$
Bonus
Other
Annual
Compensation
$
Securities
Under
Options/SAR
s Granted
Restricted
Shares or
Restricted
Share Units(1)
LTIP
Payouts
$
All Other
Comp.
$
516,280
464,040
427,772
76,692
60,000
60,000
86,250
86,250
86,250
24,000
24,000
24,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
13,549(2)
12,065(2)
17,110(2)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
72
150,000
150,000
Nil
75,000
75,000
Nil
55,000
55,000
Nil
50,000
50,000
Nil
Nil
101,334
101,333
Nil
12,167
24,335
Nil
15,000
23,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Brian K. Levet
Director
George K.C. Lim(7)
Director
Larry Okada(5),
Director
Kim Casswell(4)(6),
Corporate Secretary
2015
2014
2013
2015
2014
2013
2015
2014
2013
2015
2014
2013
24,000
24,000
24,000
9,000
24,000
24,000
24,000
24,000
6,000
3,150
N/A
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
N/A
Nil
50,000
Nil
Nil
50,000
Nil
Nil
50,000
Nil
Nil
N/A
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
N/A
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
N/A
N/A
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Common Shares issued as discretionary bonuses. The stock grants are issued in three tranches over a period of two
years.
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.
Mr. Winn became Chairman of the Company in May 2012.
Pursuant to a Management Services Agreement between the Company and Seabord Services Corp. (“Seabord”), Ms.
Cepeliauskas’ and Ms. Casswell’s remuneration is paid by Seabord.
Mr. Okada became a director in June 2013.
Ms. Casswell was appointed Corporate Secretary on November 13, 2015.
Mr. Lim resigned as a Director on May 13, 2015.
Table No. 7
Stock Option Grants in Fiscal 2015 Ended 12/31/2015
Name
David M. Cole
Michael D. Winn
Christina Cepeliauskas
Brian E. Bayley
Brian K. Levet
Larry Okada
Kim Casswell
Number
Of
Options
Granted
150,000
75,000
55,000
50,000
50,000
50,000
5,000
% of
Total
Options
Granted
11.18%
5.60%
4.09%
3.72%
3.72%
3.72%
0.37%
Exercise
Price
Per
Share
$0.66
$0.66
$0.66
$0.66
$0.66
$0.66
$0.66
Grant
Date
(mm/dd/yyyy)
Expiration
Date
(mm/dd/yyyy)
06/08/2015
06/08/2020
06/08/2015
06/08/2020
06/08/2015
06/08/2020
06/08/2015
06/08/2020
06/08/2015
06/08/2020
06/08/2015
06/08/2020
06/08/2015
06/08/2020
There were no stock option exercises by the directors and management in fiscal 2015.
Mkt. Value of
Securities
Underlying
Options on
Date of
Grant
$0.67
$0.67
$0.67
$0.67
$0.67
$0.67
$0.67
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
Shares
Acquired
on Exercise
Aggregate
Value
Realized
Number of Unexercised
Options
at Fiscal Year-End
Exercisable/Unexercisable
Value of Unexercised
In-the-Money Options
At Fiscal Year-End
Exercisable/Unexercisable(2)
Name
David M. Cole
Nil
Nil
Michael D. Winn
Nil
Nil
Christina Cepeliauskas
Nil
Nil
Brian E. Bayley
Nil
Nil
Brian K. Levet
Larry Okada
Kim Casswell
Nil
Nil
Nil
Nil
Nil
Nil
200,000/0 @ $2.80
80,000/0 @ $1.94
150,000/0 @ $1.20
150,000/0 @ $0.66
50,000/0 @ $2.80
50,000/0 @ $1.94
75,000/0 @ $1.20
75,000/0 @ $0.66
75,000/0 @ $2.80
50,000/0 @ $1.94
55,000/0 @ $1.20
55,000/0 @ $0.66
50,000/0 @ $2.80
50,000/0 @ $1.94
50,000/0 @ $1.20
50,000/0 @ $0.66
50,000/0 @ $1.94
50,000/0 @ $1.20
50,000/0 @ $0.66
50,000/0 @ $1.20
50,000/0 @ $0.66
5,000/0 @ $0.66
5,000/0 @ $2.44
5,000/0 @ $1.20
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$0
$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.
The closing price of the Company’s common shares on the TSX-V on December 31, 2015 was $0.57.
(2)
Director Compensation.
The fees payable to the independent directors of the Company are for their services as directors and as members of
committees of the Board as follows:
Board or
Committee Name
Board of Directors
Annual Retainer
($)
Meeting Stipend
($)
24,000
Nil
Per diem fees
($)
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. Cole’s 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)
b)
c)
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 Eurasian’s 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;
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
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 Company’s audits, the
Company’s 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 Company’s office in Littleton, Colorado through the Company’s 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
Beneficial Ownership
Percent of Class
Common
Common
Common
Common
Options
Options
Options
David M. Cole (1)
Michael D. Winn (2)
Christina Cepeliauskas (3)
Brian E. Bayley (4)
Brian K. Levet (5)
Larry Okada (6)
Kim Casswell (7)
2,114,051
1,068,908
379,000
336,375
150,000
100,000
15,000
2.87%
1.45%
0.52%
0.46%
0.20%
0.14%
0.02%
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Of these shares, 580,000 are represented by currently exercisable share purchase options.
Of these shares, 250,000 are represented by currently exercisable share purchase options.
Of these shares, 235,000 are represented by currently exercisable share purchase options.
Of these shares, 200,000 are represented by currently exercisable share purchase options.
Of these shares, 150,000 are represented by currently exercisable share purchase options.
Of these shares, 100,000 are represented by currently exercisable share purchase options.
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 Company’s 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.
2.
3.
The number of Common Shares subject to issuance pursuant to outstanding options, in the aggregate, cannot exceed
10% of the outstanding Common Shares.
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.
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 Company’s 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)
(b)
(c)
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,
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
the issuance to any one insider and such insider’s associates, within a one year period, of Common Shares
totaling in excess of 5% of the outstanding Common Shares.
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.
The options may be exercisable for up to 10 years.
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.
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 Company’s 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 90th 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 Optionee’s 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.
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.
No financial assistance is available to Optionees under the Option Plan.
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.
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.
4.
5.
6.
7.
8.
9.
10.
11.
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
Name
Officers/Directors:
David M. Cole
Michael D. Winn
Christina Cepeliauskas
Brian E. Bayley
Brian K. Levet
Larry Okada
Kim Casswell
Consultants/Employees
Table No. 10
Stock Options Outstanding
Number of
Shares of
Common
Stock
Exercise
Price
Grant
Date
Expiration
Date
150,000
150,000
80,000
200,000
75,000
75,000
50,000
50,000
55,000
55,000
50,000
75,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
50,000
5,000
5,000
5,000
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
$1.20
$1.94
$2.80
$0.66
$1.20
$1.94
$2.80
$0.66
$1.20
$1.94
$2.80
$0.66
$1.20
$1.94
$2.80
$0.66
$1.20
$1.94
$0.66
$1.20
$0.66
$1.20
$2.44
$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
04/25/2014
08/22/2012
07/19/2011
06/08/2015
04/25/2014
08/22/2012
07/19/2011
06/08/2015
04/25/2014
08/22/2012
07/19/2011
06/08/2015
04/25/2014
08/22/2012
07/19/2011
06/08/2015
04/25/2014
08/22/2012
06/08/2015
04/25/2014
06/08/2015
04/25/2014
10/16/2012
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
04/25/2019
08/22/2017
07/19/2016
06/08/2020
04/25/2019
08/22/2017
07/19/2016
06/08/2020
04/25/2019
08/22/2017
07/19/2016
06/08/2020
04/25/2019
08/22/2017
07/19/2016
06/08/2020
04/25/2019
08/22/2017
06/08/2020
04/25/2019
06/08/2020
04/25/2019
10/16/2017
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
Total for all Employees and Consultants
Total for all Officers, Directors, Employees and Consultants
1,530,000
3,600,500
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
Title of Class
Name of Owner
Amount and Nature of
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 Company’s major shareholders do not have different voting rights.
7.A.2. Canadian Share Ownership.
On March 30, 2016, the Company’s 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
80
record" resident in the USA representing 38,008,065 Common Shares, and 35 “holders of record” resident internationally
representing 437,388 Common Shares.
The Company is a foreign private issuer for its current fiscal year. As of the last business day of the Company’s second fiscal
quarter, the majority of the Company’s executive officers and directors are not US citizens or residents, the majority of the
Company’s assets are not in the United States, and the Company is administered principally in Canada. The Company’s
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:
* Directors fees include $60,000 per annum paid to the Company’s non-Executive Chairman, who does not receive the fees paid to the other independent
director’s.
** Seabord Services Corp. (“Seabord”) is a management services company controlled by the Chairman of the Board of Directors of the Company. Seabord
provides a Chief Financial Officer, a Corporate Secretary, accounting and administration staff, and office space to the Company. The Chief Financial Officer
and Corporate Secretary are employees of Seabord and are not paid directly by the Company.
81
For the year ended December 31, 2015Share-basedFor the year ended December 31, 2015Salary or FeesPaymentsTotalManagement1,067,210$ 108,637$ 1,175,847$ Outside directors *158,257 79,898 238,155 Seabord Services Corp. 413,700 - 413,700 Total1,639,167$ 188,535$ 1,827,702$ Share-basedFor the year ended December 31, 2014Salary or FeesPaymentsTotalManagement882,536$ 303,491$ 1,186,027$ Outside directors *168,496 183,513 352,009 Seabord Services Corp. 418,800 - 418,800 Total1,469,832$ 487,004$ 1,956,836$ Share-basedFor the year ended December 31, 2013Salary or FeesPaymentsTotalManagement881,120$ 374,120$ 1,255,240$ Outside directors *175,798 35,223 211,021 Seabord Services Corp. 447,900 - 447,900 Total1,504,818$ 409,343$ 1,914,161$
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 individual’s 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 Company’s 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.
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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 -
Period
Prior fiscal years
Year ended
Year ended
Year ended
Year ended
Year ended
Prior Quarters
Period ended
Quarter ended
Quarter ended
Quarter ended
Quarter ended
Quarter ended
Last 6 months
Month ended
Month ended
Month ended
Month ended
Month ended
Month ended
December 31, 2015
December 31, 2014
December 31, 2013
December 31, 2012
December 31, 2011
March 24, 2015
Q4 - December 31, 2015
Q3 - September 30, 2015
Q2 - June 30, 2015
Q1 - March 31, 2015
Q4 - December 31, 2014
February 28, 2016
January 31, 2016
December 31, 2015
November 30, 2015
October 31, 2015
September 30, 2015
NYSE MKT
TSX-V
High
(in US$)
Low
(in US$)
High
(in Cdn$)
Low
(in Cdn$)
$ 0.81
$ 1.23
$ 2.20
$ 2.88
N/A
$ 0.60
$ 0.57
$ 0.56
$ 0.75
$ 0.81
$ 0.89
$ 0.51
$ 0.46
$ 0.50
$ 0.57
$ 0.57
$ 0.53
$ 0.35
$ 0.63
$ 0.78
$ 1.61
N/A
$ 0.35
$ 0.35
$ 0.40
$ 0.42
$ 0.67
$ 0.64
$ 0.39
$ 0.35
$ 0.35
$ 0.43
$ 0.41
$ 0.43
$ 0.97
$ 1.93
$ 2.15
$ 2.75
$ 3.88
$ 0.79
$ 0.75
$ 0.72
$ 0.92
$ 0.97
$ 0.98
$ 0.68
$ 0.67
$ 0.66
$ 0.75
$ 0.75
$ 0.67
$ 0.48
$ 0.90
$ 0.86
$ 1.66
$ 1.66
$ 0.50
$ 0.48
$ 0.53
$ 0.55
$ 0.83
$ 0.70
$ 0.55
$ 0.50
$ 0.48
$ 0.56
$ 0.55
$ 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.
A director who holds a disclosable interest in a contract into which the Company has entered or proposes to enter is
17.2
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.
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or
17.3
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.
A director of senior officer who holds any office or possesses any property, right or interest that could result,
17.4
directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s 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.
A director may hold any office or place of profit with the Company, other than the office of auditor of the Company,
17.5
in addition to their office of director for a period and on the terms (as to remuneration or otherwise)that the directors may
determine.
No director or intended director is disqualified by their office from contracting with the Company either with regard
17.6
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.
A director or officer, or any person in which a director or officer has an interest, may act in a professional capacity
17.7
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.
A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in
17.8
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
The directors must, subject to the Articles, manage or supervise the management of the business and affairs of the
16.1
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.
The directors may from time to time, by power of attorney or other instrument, under seal if so required by law,
16.2
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)
conditions as they consider appropriate;
borrow money in such manner and amount, on the security, from the sources and upon the terms and
issue bonds, debentures, and other debt obligations either outright or as security for any liability or
(2)
obligation of the Company or any other person and at such discounts or premiums and on such other terms as they
consider appropriate;
(3)
person; and
guarantee the repayment of money by any other persons or the performance of any obligation of any other
(4)
security on, the whole or any part of the present and future assets and undertaking of the Company.
mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other
Remuneration of Directors
Part 13 of the Articles
The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time
13.5
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.
The Company must reimburse each director for the reasonable expenses they may incur in and about the business of
If any director performs any professional or other services for the Company that in the opinion of the directors are
13.7
outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s
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:
create special rights or restrictions for, and attach those special rights or restrictions to, the shares
(1)
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
vary or delete any special rights or restrictions attached to the shares of any class or series of
(2)
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
Company’s 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 Company’s 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
must:
If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting
(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)
(b)
at the Company’ records office, or at such other reasonably accessible location in British
Columbia as is specified in such notice; and
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)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
business relating to the conduct or voting at the meeting;
consideration of any financial statements of the Company presented to the meeting;
consideration of any reports of the directors or auditor;
the setting or changing of the number of directors;
the election or appointment of directors;
the appointment of an auditor;
the setting of the remuneration of the auditor;
business arising out of a report of the directors not requiring the passing of a special resolution or
an exceptional resolution; and
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
thirds of the votes cast on the resolution.
The majority of votes required for the Company to pass a special resolution at a meeting of shareholders are two-
11.3
transaction of business at a meeting of shareholders is two shareholders present in person or represented by proxy.
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the
11.4
If there is only one shareholder entitled to vote at a meeting of shareholders:
(1)
(2)
the quorum of one person who is, or who represents by proxy, that shareholder; and
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 Company’s 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
poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.
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
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)
(b)
at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs;
and
in the manner, at the time and at the place that the chair of the meeting directs;
the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
the demand for the poll may be withdrawn by the person who demanded it.
(2)
(3)
11.18 A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the
meeting.
11.19
determine the dispute, and their determination made in good faith is final and conclusive.
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
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
shareholders under Article 12.3:
Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint
(1)
(2)
Other Issues
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
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.
Neither the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Seabord’s 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 Company’s 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
89
"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.
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 Act. 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 Act. 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. Holder’s 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 Eurasian’s 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
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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.
Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all
(85% or more) of a foreign corporation’s 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. Holder’s 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. Holder’s
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. Holder’s pro rata share of, (a) the net capital gain of Eurasian, which will be taxed as long-term capital gain to such
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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.
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. Holder’s 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. Holder’s 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. Holder’s 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 Eurasian’s 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. Holder’s 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. Holder’s 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. Holder’s 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. Holder’s 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
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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.
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. Holder’s U.S.
federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s 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. Holder’s U.S. federal income tax liability that such U.S. Holder’s "foreign source" taxable
income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s 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. Holder’s 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. Holder’s 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 Company’s 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 Company’s exposure with respect to its receivables is
primarily related to royalty streams, recovery of exploration evaluation costs, and convertible promissory notes.
Interest Rate Risk
The Company is exposed to interest rate risk because of fluctuating interest rates. Management believes the interest rate risk
is low given interest rates on promissory notes is fixed and the current low global interest rate environment. Fluctuations in
market rates is not expected to have a significant impact on the Company’s operations due to the short term to maturity and
no penalty cashable feature of its cash equivalents.
Market Risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and
other company investments. The Company has no control over these fluctuations and does not hedge its investments. Based
on the 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 Company’s expenditures will not exceed
available resources.
Commodity Risk
The Company’s royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious and
base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered.
Metal prices have historically fluctuated widely. Consequently, the economic viability of the Company’s royalty interests
cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.
Currency Risk
Foreign exchange risk arises when future commercial transactions and recognized assets and liabilities are denominated in a
currency that is not the entity’s functional currency. The Company operates in Canada, Haiti, Turkey, Georgia, Sweden,
Australia and the U.S.A. The Company funds cash calls to its subsidiary companies outside of Canada in US dollars and a
portion of its expenditures are also incurred in local currencies.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
--- No Disclosure Necessary ---
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
--- No Disclosure Necessary ---
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
--- No Disclosure Necessary ---
98
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide
reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made
known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by
others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Principal
Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as
amended) as of December 31, 2015. The CEO and CFO concluded that the disclosure controls and procedures as of
December 31, 2015, were effective to give reasonable assurance that the information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported,
within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management,
including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial
information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an
accurate and timely manner in accordance with GAAP. The Board of Directors is responsible for ensuring that management
fulfills its responsibilities. The Audit Committee fulfills its role of ensuring the integrity of the reported information through
its review of the interim and annual financial statements. Management reviewed the results of their assessment with the
Company’s Audit Committee.
Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all
possible misstatements or frauds. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or
procedures may deteriorate.
To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal
Control - Integrated Framework (2013), which is a suitable, recognized control framework established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Management has assessed the effectiveness of the
Company’s internal control over financial reporting and concluded that such internal control over financial reporting is
effective as of December 31, 2015.
Limitations on the Effectiveness of Controls
The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal
Controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the control. The design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals
under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Controls Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting that occurred during the period covered
by this Form 20-F, that has materially affected or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
99
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Company’s Board has determined that Messrs. Levet, Bayley and Okada qualify as financial experts (as defined in Item
407(d)(5) of Regulation S-K under the U.S. Exchange Act), are financially sophisticated (as determined in accordance with
Section 803B(2)(iii) of the NYSE MKT Company Guide), and are independent (as determined under U.S. Exchange Act
Rule 10A-3 and Section 803A of the NYSE MKT Company Guide).
ITEM 16B. CODE OF ETHICS
The Board of Directors of the Company has responsibility for the stewardship of the Company including responsibility for
strategic planning, identification of the principal risks of the Company’s business and implementation of appropriate systems
to manage these risks, succession planning (including appointing, training and monitoring senior management),
communications with investors and the financial community and the integrity of the Company’s internal control and
management information systems. To facilitate meeting this responsibility, the Board of Directors seeks to foster a culture of
ethical conduct by striving to ensure the Company carries out its business in line with high business and moral standards and
applicable legal and financial requirements. In that regard, the Board has:
adopted a written Code of Business Conduct and Ethics (the “Code”) for its directors, officers, employees and
consultants and a written Code of Business Conduct and Ethics for its CEO and Senior Financial Officers.
established a whistleblower policy which details complaint procedures for financial concerns.
Copies of the Code are available without charge to any person upon request from the Company’s CFO at
http://www.eurasianminerals.com/s/governance.asp?ReportID=619295 or at Eurasian’s headquarters at Suite 501, 543
Granville Street, Vancouver, British Columbia, Canada V6C 1X8.
The Board must also comply with the conflict of interest provisions of the British Columbia Business Corporations Act, as
well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in
considering transactions and agreements in respect of which a director or Executive Officer has a material interest.
ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table discloses the fees billed to the Company by its external auditor during the last two financial years.
Financial Year Ending
December 31, 2015
December 31, 2014
Audit Fees (1)
$170,500
$110,160
Audit-Related Fees (2)
23,750
41,820
Tax Fees (3)
0
0
All Other Fees
0
0
(1)
The aggregate fees billed by the Company’s auditor for audit fees.
(2)
The aggregate fees billed for assurance and related services by the Company’s auditor that are reasonably
related to the performance of the audit or review of the Company’s financial statements and are not
disclosed in the ‘Audit Fees’ column. These fees are related to the auditor’s reviews of the Company’s
and
Form 20F and the Company’s first quarter interim financial statements in relation to the compliance
conversion to International Financial Reporting Standards.
(3)
The aggregate fees billed for professional services rendered by the Company’s auditor for tax
compliance, tax advice, and tax planning.
The audit committee has established policies and procedures that are intended to control the services provided by the
Company’s external auditors and to monitor their continuing independence. Under these policies, no services may be
undertaken by the auditors, unless the engagement is specifically approved by the audit committee or the services are
included within a category which has been pre-approved by the audit committee. The maximum charge for services is
established by the audit committee when the specific engagement is approved or the category of services pre-approved.
Management is required to notify the audit committee of the nature and value of pre-approved services undertaken.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
---Not Applicable---
ITEM 16E. PURCHASES OF EQUITY SECFURITIES BY THE COMPANY/AFFILIATED PURCHASERS
100
---Not Applicable---
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
---Not Applicable---
ITEM 16G. CORPORATE GOVERNANCE
The Common Shares are listed on the NYSE MKT and the TSX-V. Under the rules of the NYSE MKT, listed companies are
generally required to have a majority of their Board of Directors independent as defined by the MYSE MKT Company Guide
Rules. Currently, as permitted under applicable Canadian regulations, the Company’s Board consists of 5 directors, of which
3 are considered to be independent.
Other than in the composition of the Board of Directors as described above, in the opinion of management the Company’s
corporate governance practices do not differ in any significant way from those required of U.S. domestic companies listed on
the NYSE MKT.
ITEM 16H. MINE SAFETY DISCLOSURE
---Not Applicable---
ITEM 17. FINANCIAL STATEMENTS
PART III
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 report of Davidson and Company LLP, is included herein immediately preceding the audited
financial statements.
Audited Financial Statements
Consolidated Statements of Financial Position at December 31, 2015, 2014 and 2013.
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2015, 2014 and 2013.
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013.
Consolidated Statements of Shareholders Equity for the years ended December 31, 2015, 2014 and 2013.
Notes to Consolidated Financial Statements
ITEM 18. FINANCIAL STATEMENTS
The Company has elected to provide financial statements pursuant to Item 17.
ITEM 19. EXHIBITS
1.
2.
3.
Articles of Eurasian Minerals Inc. – (incorporated by reference to Exhibit 99.1 to Form 6-K filed on July 16, 2014).
Services Agreement between the Company and Seabord Services Corp., dated February 1, 2014 (incorporated by
reference to Exhibit 99.6 to the Annual Report on Form 20-F filed on April 30, 2015).
List of Subsidiaries:
EMX (USA) Services Corp.
Incorporated June 10, 2010
Owned 100% by Eurasian Minerals Inc.
C/O Empire Stock Transfer Inc.
1859 Whitney Mesa Drive
Henderson, NV 89014
101
United States of America
Phone:
Fax:
701-818-5898
701-974-1444
Bullion Monarch Mining, Inc.
Incorporated March 19, 2007
Owned 100% by Eurasian Minerals Inc.
C/O Dorsey and Whitney LLP
136 S Main Street, Suite 1000
Salt Lake City, UT 84101
United States of America
Phone:
Fax:
801-933-7360
801-933-7373
Bronco Creek Exploration Inc.
Incorporated June 12, 2002
Owned 100% by Eurasian Minerals Inc.
1815 E. Winsett Street
Tucson, AZ 85719-6547
United States of America
Phone:
Fax:
520-624-4153
520-624-4192
4.
5.
6.
7.
8.
9.
10.
11.
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a)
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350
Consent of Eric Jensen
Consent of Michael Sheehan
Consent of Dean Turner
Consent of Davidson & Company, LLP
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this Annual Report on its behalf.
EURASIAN MINERALS INC.
/s/ Christina Cepeliauskas
Chief Financial Officer
DATED: March 30, 2016
102
EURASIAN MINERALS INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
December 31, 2015
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
Eurasian Minerals Inc.
We have audited the accompanying consolidated financial statements of Eurasian Minerals Inc., which comprise the
consolidated statements of financial position as of December 31, 2015 and 2014 and the related consolidated statements of
loss, comprehensive loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2015, 2014 and
2013 and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such
internal control as management determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our
audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated
financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of
material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the
consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of
Eurasian Minerals Inc. as at December 31, 2015 and 2014 and its financial performance and its cash flows for the years ended
December 31, 2015, 2014 and 2013 in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
Vancouver, Canada
March 30, 2016
“DAVIDSON & COMPANY LLP”
Chartered Professional Accountants
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
Nature of operations and going concern (Note 1)
Event after the reporting date (Note 20)
Approved on behalf of the Board of Directors on March 24, 2016
Signed: “David M Cole”
Director
Signed: “Larry Okada”
Director
The accompanying notes are an integral part of these consolidated financial statements.
Page 1
ASSETSDecember 31, 2015December 31, 2014CurrentCash and cash equivalents 5,634,601$ 6,450,308$ Investments (Note 3)235,106 743,786 Receivables (Note 4)686,465 838,837 Prepaid expenses32,344 52,209 Total current assets6,588,516 8,085,140 Non-currentRestricted cash (Note 5)269,770 230,144 Property and equipment (Note 6)614,460 751,229 Convertible notes receivable (Note 7)1,026,458 - Investment in associated companies (Note 8)3,333,491 4,072,737 Strategic investments (Note 3)193,810 299,524 Exploration and evaluation assets (Note 9)2,381,540 2,379,886 Royalty interest (Note 10)28,798,980 29,327,960 Reclamation bonds (Note 11)810,734 823,447 Goodwill (Note 12)6,501,886 8,217,542 Other assets 104,484 104,484 Total non-current assets44,035,613 46,206,953 TOTAL ASSETS50,624,129$ 54,292,093$ LIABILITIESCurrentAccounts payable and accrued liabilities 663,582$ 559,049$ Advances from joint venture partners (Note 13)137,825 429,175 Total current liabilities801,407 988,224 Non-currentDeferred income tax liability (Note 14)6,501,886 8,217,542 TOTAL LIABILITIES7,303,293 9,205,766 SHAREHOLDERS' EQUITYCapital stock (Note 15)117,000,052 116,766,102 Commitment to issue shares 139,138 306,999 Reserves20,487,524 15,443,247 Deficit(94,305,878) (87,430,021) TOTAL SHAREHOLDERS' EQUITY43,320,836 45,086,327 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY50,624,129$ 54,292,093$
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF LOSS
(Expressed in Canadian Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
Page 2
Year ended December 31, 2015Year ended December 31, 2014Year ended December 31, 2013ROYALTY INCOME $ 1,609,553 $ 2,247,334 $ 3,102,888 Cost of salesGold 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 EXPENSESAdministrative 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 of fair 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)Writedown 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
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
Page 3
Year ended December 31, 2015Year ended December 31, 2014Year ended December 31, 2013Loss 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)
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
Supplemental disclosure with respect to cash flows (Note 19)
The accompanying notes are an integral part of these consolidated financial statements.
Page 4
Year ended December 31, 2015Year ended December 31, 2014Year ended December 31, 2013Cash flows from operating activitiesLoss 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 equivalents290,504 159,158 (87,151) Items not affecting cash:Change in fair value of fair value throught profit or loss investments427,022 254,637 425,066 Commitment to issue shares66,089 376,549 641,357 Bonus shares issued as performance bonuses- - 17,500 Interest on convertible loan(53,222) - - Share - based payments476,424 857,936 - Deferred income tax recovery(3,431,230) (3,356,471) (2,392,945) Depreciation150,782 187,714 262,557 Depletion (Note 10)1,716,848 1,334,845 1,681,688 Impairment of royalty interest3,973,699 7,371,765 4,765,511 Writedown of goodwill3,047,605 2,248,057 - Impairment of receivables51,302 - - 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 56,086 707,567 1,780,890 42,120 Equity loss in associated companies1,062,146 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:Receivables101,200 737,698 (544,477) Prepaid expenses21,366 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 activities5,297,357 (56,085) 101,185 Interest received on cash and cash equivalents22,270 83,829 173,896 Convertible note receivable (Note 7)(973,236) - 12,458 Proceeds from sale of fair value through profit and loss investments, net136,263 242,252 195,559 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, net2,403 79,463 25,492 Reclamation bonds71,964 (52,553) (282,372) Total cash provided by (used in) investing activities4,557,021 (1,291,659) (3,679,778) Cash flows from financing activitiesProceeds 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, beginning6,450,308 12,683,069 21,699,983 Cash and cash equivalents, ending5,634,601$ 6,450,308$ 12,683,069$ Write-off of exploration and evaluation assets (Note 9)Acquisition and sale of exploration and evaluation assets, net option payments receivedWrite-off other assets
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Expressed in Canadian Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
Page 5
Number of common sharesCapital stockCommitment to issue sharesShare-based paymentsAccumulated other comprehensive gain (loss)DeficitTotalBalance as at December 31, 201473,371,710 116,766,102$ 306,999$ 9,562,905$ 5,880,342$ (87,430,021)$ 45,086,327$ Shares issued as incentive stock grants163,000 233,950 (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, 201573,534,710 117,000,052$ 139,138$ 10,362,229$ 10,125,295$ (94,305,878)$ 43,320,836$ Number of common sharesCapital stockCommitment to issue sharesShare-based paymentsAccumulated other comprehensive gain (loss)DeficitTotalBalance as at December 31, 201372,980,209 $116,151,675$544,877$8,569,269$2,694,881($69,981,980)$57,978,722Shares issued as incentive stock grants391,501 614,427 (614,427) - - - - Commitment to issue shares- - 376,549 - - - 376,549 Equity investment share-based payments- - - 135,700 - - 135,700 Share - based payments- - - 857,936 - - 857,936 Foreign currency translation adjustment- - - - 3,585,937 - 3,585,937 Change in fair value of financial instruments- - - - (400,476) - (400,476) Loss for the year- - - - - (17,448,041) (17,448,041) Balance as at December 31, 201473,371,710 116,766,102$ 306,999$ 9,562,905$ 5,880,342$ (87,430,021)$ $45,086,327ReservesReserves
EURASIAN MINERALS INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Expressed in Canadian Dollars)
The accompanying notes are an integral part of these consolidated financial statements.
Page 6
Number of common sharesCapital stockCommitment to issue sharesShare-based paymentsAccumulated other comprehensive gain (loss)DeficitTotalBalance as at December 31, 201272,051,872 114,414,001$ 1,097,192$ 8,456,369$ 400,475$ (55,999,368)$ 68,368,669$ Shares issued as bonus shares563,337 1,193,672 (1,193,672) - - -- Shares issued on exercise of stock options355,000 361,600 - - - - 361,600 Share - based payments10,000 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, 201372,980,209 116,151,675$ 544,877$ 8,569,269$ 2,694,881$ (69,981,980)$ 57,978,722$ Reserves
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 Company’s royalty and
exploration portfolio mainly consists of properties in North America, Turkey, Europe, Haiti, Australia, and New Zealand.
The Company’s common shares are listed on the TSX Venture Exchange (“TSX-V”) under the symbol of “EMX” and on the
NYSE MKT under the symbol of “EMXX”. The Company’s head office is located at 501 - 543 Granville Street, Vancouver,
British Columbia, Canada V6C 1X8.
These 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 Company’s activities for exploration and evaluation assets are located in emerging nations and, consequently,
may be subject to a higher level of risk compared to other developed countries. Operations, the status of mineral property
rights and the recoverability of investments in emerging nations can be affected by changing economic, legal, regulatory
and political situations.
At the date of these consolidated financial statements, the Company has not identified a known body of commercial grade
mineral on any of its exploration and evaluation assets. The ability of the Company to realize the costs it has incurred to
date on these exploration and evaluation assets is dependent upon the Company identifying a commercial mineral body, to
finance its development costs and to resolve any environmental, regulatory or other constraints which may hinder the
successful development of the exploration and evaluation assets.
These consolidated financial statements of the Company are presented in Canadian dollars unless otherwise noted, which is
the functional currency of the parent company and its subsidiaries except as to Bullion Monarch Mining, Inc., the holder of
a royalty income stream whose functional currency is the United States (“US”) dollar.
2. STATEMENT OF COMPLIANCE AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Statement of Compliance
These 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
Company’s principal operating subsidiaries are as follows:
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
Page 8
NamePlace of IncorporationOwnership PercentageBullion Monarch Mining, IncUtah, USA100%EMX (USA) Services Corp.Nevada, USA100%Bronco Creek Exploration Inc.Arizona, USA100%AES Madencilik Ltd. SirketiTurkey100%Eurasia Madencilik Ltd. SirketiTurkey100%EBX Madencilik Ltd. SirketiTurkey100%Azur Madencilik Ltd. SirketiTurkey100%Eurasian Minerals Cooperatief U.A.Netherlands100%EMX Georgia Cooperatief U.A.Netherlands100%Ayiti Gold Company S.A.Haiti100%Eurasian Minerals Sweden ABSweden100%EMX Exploration Scandinavia ABSweden100%Viad Royalties ABSweden100%Iekevare Minerals ABSweden100%Waikato Gold Limited New Zealand100%EMX Australia Pty Ltd.Australia100%
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)
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.
(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 Company’s 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 Company’s 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 management’s 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 asset’s
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 arm’s 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 entity’s 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 Company’s accounting policy, royalty interests are evaluated on a periodic basis to determine
whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is
performed and an impairment loss recognized to the extent that carrying amount exceeds recoverable amount. The
recoverable amount of a royalty asset is measured at the higher of fair value less costs to sell and value in use. The
determination of fair value and value in use requires management to make estimates and assumptions about expected
production and sales volumes, 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 Company’s accounting policy for taxation requires management’s judgment as to the types of arrangements considered
to be a tax on income in contrast to an operating cost. Judgment is also required in assessing whether deferred tax assets
and certain deferred tax liabilities are recognized on the 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 management’s estimates of future cash flows. These depend on estimates of
future production and sales volumes, commodity prices, and reserves. Judgments are also required about the application of
income tax legislation in foreign jurisdictions. These judgments and assumptions are subject to risk and uncertainty, hence
there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax
assets and deferred tax liabilities recognized on the 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:
Page 16
December 31, 2015CostAccumulated unrealized lossFair valueFair value through profit or lossMarketable securities1,872,802$ (1,637,696)$ 235,106$ Total Fair value through profit or loss1,872,802 (1,637,696) 235,106 Available-for-saleMarketable securities980,000 (786,190) 193,810 Total investments2,852,802$ (2,423,886)$ 428,916$
EURASIAN MINERALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
For the Year Ended December 31, 2015
3. INVESTMENTS (Continued)
4. RECEIVABLES
The Company’s receivables arise from royalty receivable, goods and services tax and harmonized sales taxes receivable
from government taxation authorities, and recovery of exploration expenditures from joint venture partners, as follows:
The carrying amounts of the Company’s receivables are denominated in the following currencies:
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 Company’s Haiti exploration program, and $440
(December 31, 2014 - $30,850; 2013 – $329,651) cash held by wholly-owned subsidiaries of the Company whose full
amount is for use and credit to the Company’s exploration venture partners in USA.
Page 17
December 31, 2014CostAccumulated unrealized lossFair valueFair value through profit or lossMarketable securities1,952,424$ (1,208,638)$ 743,786$ Available-for-saleMarketable securities980,000 (680,476) 299,524 Total investments2,932,424$ (1,889,114)$ 1,043,310$ December 31, 2013CostAccumulated unrealized lossFair valueFair value through profit or lossMarketable securities2,180,725$ (951,640)$ 1,229,085$ Available-for-saleMarketable securities480,000 (280,000) 200,000 Total investments2,660,725$ (1,231,640)$ 1,429,085$ CategoryDecember 31, 2015December 31, 2014December 31, 2013Royalty income receivable154,343$ 142,864$ 186,298$ Refundable taxes153,067 243,503 999,869 Recoverable exploration expenditures and advances248,628 274,085 248,597 Other130,427 178,385 141,771 Total686,465$ 838,837$ 1,576,535$ CurrencyDecember 31, 2015December 31, 2014December 31, 2013Canadian Dollars52,395$ 102,952$ 81,384$ US Dollars575,986 588,829 1,329,075 Turkish Lira46,401 133,440 140,412 Swedish Krona3,754 12,574 22,418 Other7,929 1,042 3,246 Total686,465$ 838,837$ 1,576,535$
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.
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$48,747) of expenses paid by the Company on behalf of IGC has been included
in Principal Sum.
Page 18
ComputerFieldOfficeVehiclesBuildingLandTotalCostAs at December 31, 2012116,986$ 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, 201391,713$ 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, 201491,713$ 177,352$ 6,023$ 84,651$ 572,443$ 414,526$ 1,346,708$ Additions7,981 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, 201599,694$ 185,424$ 4,134$ (65,132)$ 578,508$ 414,526$ 1,217,154$ Accumulated depreciationAs at December 31, 201271,416$ 118,771$ 65,594$ 88,764$ 85,866$ $ -430,411$ Additions25,718 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, 201372,987$ 106,016$ -$ 141,616$ 202,663$ -$ 523,282$ Additions18,726 26,015 3,958 24,495 114,520 - 187,714 Disposals and derecognition- - - (115,517) - - (115,517) As at December 31, 201491,713$ 132,031$ 3,958$ 50,594$ 317,183$ -$ 595,479$ Additions7,981 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, 201599,694$ 138,512$ 4,134$ (74,042)$ 434,396$ -$ 602,694$ Net book valueAs at December 31, 201318,726$ 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$
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 Company’s
investment less its share of accumulated equity losses was $3,394,255 (2014 - $4,072,737; 2013 - $3,960,650). The
Company’s 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 Company’s
judgment is that it has significant influence, but not control and accordingly equity accounting is appropriate.
At December 31, 2014, the Company had a 49% equity investment in a private Turkish company (“Turkish Co”) with Chesser
Resources Ltd; an Australian Stock Exchange listed Exploration Company. During the 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 Company’s share of the net loss of the former joint venture
for the year ended December 31, 2015 was $Nil (2014 - $Nil; 2013 - $Nil).
As at December 31, 2015, associated companies’ aggregate assets, aggregate liabilities and net loss for the year are as
follows:
Page 19
December 31, 2015IGCAggregate assets 6,980,045$ 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)
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:
As at December 31, 2013, associated companies’ aggregate assets, aggregate liabilities and net loss for the year are as
follows:
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:
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 $707,567
which related to the Jasper Canyon and Silver Bell projects in the US. All claims for the Jasper Canyon and Silver Bell are in
good standing and held by the Company, but Management has determined that there was little prospect of significant work
on these claims being carried out by the Company or its partners in the foreseeable future.
Page 20
December 31, 2014Turkish CoIGCAggregate assets 101,315$ 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) December 31, 2013Turkish CoIGCAggregate assets 105,489$ 5,977,484$ Aggregate liabilities (142,811) (958,317) Income (loss) for the year11,247 (5,297,700) The Company's ownership %49.00%40.96%The Company's share of loss for the year- (2,093,823) RegionPropertiesDecember 31, 2015December 31, 2014December 31, 2013Asia PacificVarious81,124$ 81,124$ 81,124$ HaitiVarious- 56,085 - SwedenVarious16,671 16,671 16,671 Viad royalties421,084 421,084 421,084 TurkeyAlankoy153,960 153,960 153,960 Sisorta131,440 - - Trab78,587 78,587 78,587 United StatesJasper Canyon, Arizona- - 235,856 of AmericaSilver Bell, Arizona- - 471,711 Superior West, Arizona1,105,579 1,179,280 1,179,280 Yerington, Nevada393,095 393,095 393,095 Total2,381,540$ 2,379,886$ 3,031,368$
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 Company’s 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 vendor’s 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 vendor’s 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 Company’s 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 Zealand’s 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 Haiti’s
Massif du Nord mineral belt. Newmont was funding and managing six joint venture Designated Projects (“DP’s”) across the
exploration areas. The Company’s 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 JV’s request for the Research Permits that would
cover the six DP’s, 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 JV’s 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 Chesser’s
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 Company’s
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 Company’s 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
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)
troy ounces of gold (or cash equivalent) on all subsequent anniversaries until commencement of commercial production.
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 Turkey’s 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 6th 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 2nd 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 Company’s 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 1st 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 Company’s 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 Company’s 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 10th
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 - $32,137.
Page 29
Kennecott ExplorationDesert Star ResourcesOther USATotalAkarcaOtherTotalNew ZealandOther TotalAdministration Cost 61,523$ 676$ 1,271$ 127,873$ 129,820$ 16,296$ 43,532$ 59,828$ 4,767$ 2,932$ 7,699$ 44,763$ 303,633$ Assays 5,307 1,825 142 22,472 24,439 - 5,509 5,509 - - - 1,480 36,735 Drilling / Trenching 11,874 - - 7,111 7,111 - - - - - - - 18,985 Land and Legal39,518 - - 132,178 132,178 23,208 45,957 69,165 4,914 10,136 15,050 31,480 287,391 Logistics 26,978 32,211 2,646 98,391 133,248 12,014 40,408 52,422 499 4,475 4,974 48,472 266,094 Personnel 423,697 154,004 24,500 1,261,865 1,440,369 205,665 561,082 766,747 45,557 101,586 147,143 201,162 2,979,118 Property Cost 60,369 87,771 75,530 415,594 578,895 176,773 116,132 292,905 8,921 44,322 53,243 43,094 1,028,506 Professional Services86,874 - - 13,813 13,813 42,381 117,062 159,443 28,938 10,410 39,348 161,232 460,710 Share Based Payments7,103 - - 75,468 75,468 - 12,430 12,430 - (1,793) (1,793) (20,811) 72,397 Technical Studies 28,083 77,485 5,151 68,265 150,901 - 17,183 17,183 3,508 25,407 28,915 112,739 337,821 Travel 59,934 128 - 27,107 27,235 - 28,263 28,263 3,781 10,609 14,390 27,590 157,412 Total Expenditures811,260 354,100 109,240 2,250,137 2,713,477 476,337 987,558 1,463,895 100,885 208,084 308,969 651,201 5,948,802 Recoveries- (426,190) (118,065) (93,549) (637,804) (295,024) (33,305) (328,329) - - - (96,675) (1,062,808) Operator fees- (44,067) (4,258) (9,457) (57,782) - - - - - - - (57,782) Option Payments- (31,955) - (127,820) (159,775) - (242,820) (242,820) - - - - (402,595) Other Property Income- (13,102) - (32,922) (46,024) - - - (14,918) - (14,918) - (60,942) Total Recoveries- (515,314) (122,323) (263,748) (901,385) (295,024) (276,125) (571,149) (14,918) - (14,918) (96,675) (1,584,127) Net Expenditures811,260$ (161,214)$ (13,083)$ 1,986,389$ 1,812,092$ 181,313$ 711,433$ 892,746$ 85,967$ 208,084$ 294,051$ 554,526$ 4,364,675$ ScandinaviaUSATurkeyAsia PacificTotalOther *
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
- $66,029.
Page 30
ValeDesert Star ResourcesOther USATotalAkarcaOtherTotalNeavesvilleOther TotalAdministration Cost 98,160$ 441$ 532$ 127,290$ 128,263$ 3,205$ 44,006$ 47,211$ 7,464$ 5,677$ 13,141$ 160,164$ 446,939$ Assays - 1,150 6,762 2,561 10,473 92 1,201 1,293 1,476 - 1,476 - 13,242 Drilling / Trenching 43,504 412,048 - 325,803 737,851 - 6,284 6,284 78,729 48 78,777 435 866,851 Land & Legal48,806 - - 96,203 96,203 19,033 33,047 52,079 20,137 9,930 30,067 29,548 256,703 Logistics 44,360 348,415 15,010 91,307 454,732 15,663 79,200 94,863 18,124 18,100 36,224 31,678 661,857 Personnel 652,127 82,529 85,494 1,115,704 1,283,727 270,702 444,744 715,445 211,381 135,304 346,684 176,774 3,174,758 Property Cost 110,008 166 128,424 549,580 678,170 160,045 17,395 177,440 35,593 18,209 53,802 1,877 1,021,297 Professional Services104,432 - 495 19,088 19,583 26,148 90,656 116,804 108,600 37,225 145,825 90,827 477,471 Share Based Payments33,106 - - 110,759 110,759 - 6,973 6,973 - 15,956 15,956 37,280 204,074 Technical Studies 55,779 8,660 30,436 48,092 87,188 391 130,860 131,251 16,907 6,600 23,507 212,330 510,055 Travel 98,650 - - 50,969 50,969 7,547 18,587 26,134 33,972 15,709 49,681 42,323 267,757 Total Expenditures1,288,931 853,409 267,153 2,537,356 3,657,918 502,826 872,952 1,375,778 532,382 262,758 795,140 783,236 7,901,004 Recoveries- (920,238) (297,845) (584,356) (1,802,439) (444,044) - (444,044) - - - - (2,246,483) Operator fees- (72,725) (29,938) (54,853) (157,516) - - - - - - - (157,516) Option Payments- - (139,056) (110,410) (249,466) - (110,410) (110,410) - - - - (359,876) Other Property Income(7,121) (9,233) (1,292) (1,716) (12,241) - (49,579) (49,579) (45,530) - (45,530) - (114,471) Total Recoveries(7,121) (1,002,196) (468,131) (751,335) (2,221,662) (444,044) (159,989) (604,033) (45,530) - (45,530) - (2,878,346) Net Expenditures1,281,810$ (148,787)$ (200,978)$ 1,786,021$ 1,436,256$ 58,782$ 712,963$ 771,745$ 486,852$ 262,758$ 749,610$ 783,236$ 5,022,658$ TotalSwedenUSATurkeyAsia PacificOther *
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 -
$275,281.
Page 31
AntofagastaOtherTotalValeGeonovusAlaskaOther USATotalAkarcaOtherTotalKoonenburyOther TotalAdministration Cost 62,246$ 46,026$ 108,272$ 19,304$ 1,005$ -$ 107,275$ 127,584$ 64,644$ 38,969$ 103,613$ 5,113$ 5,468$ 10,581$ 119,318$ 469,368$ Assays 26,963 1,285 28,248 4,294 779 - 1,561 6,634 37,963 9,823 47,786 10,211 229 10,440 8,007 101,115 Drilling / Trenching 431,793 15,324 447,117 707,640 348,613 - 88,122 1,144,375 109,321 7,424 116,745 - - - - 1,708,237 Logistics 58,089 49,951 108,040 572,999 24,887 - 56,378 654,264 43,508 121,962 165,470 43,049 6,516 49,565 144,284 1,121,623 Personnel 263,334 358,597 621,931 238,870 117,105 - 801,007 1,156,982 379,594 438,863 818,457 141,572 56,839 198,411 176,022 2,971,803 Property Cost 215,042 82,348 297,390 55,418 107,865 20,154 321,610 505,047 165,522 40,508 206,030 61,394 7,234 68,628 46,354 1,123,449 Professional Services69,955 44,138 114,093 463 - - 40,000 40,463 92,982 186,620 279,602 58,973 31,107 90,080 101,997 626,235 Share Based Payments- 37,474 37,474 - - - 47,591 47,591 - - - - 37,868 37,868 8,429 131,362 Technical Studies And Consultants 2,316 8,945 11,261 71,971 97,126 15,906 66,757 251,760 72,667 18,434 91,101 9,273 41,044 50,317 687,894 1,092,333 Travel 52,185 63,938 116,123 354 45 - 20,624 21,023 - 37,235 37,235 14,628 20,406 35,034 61,462 270,877 Total Expenditures1,181,923 708,026 1,889,949 1,671,313 697,425 36,060 1,550,925 3,955,723 966,201 899,838 1,866,039 344,213 206,711 550,924 1,353,767 9,616,402 Recoveries(1,182,282) (17,829) (1,200,111) (1,759,162) (743,803) - (211,665) (2,714,630) (325,631) (18,227) (343,858) - (1,815) (1,815) (30,460) (4,290,874) Operator fees- (374,651) (374,651) (189,355) (72,962) - (7,588) (269,905) - - - - - - - (644,556) Option Payments- - - - (154,470) - (75,894) (230,364) - (346,124) (346,124) - - - (576,488) Other Property Income- - - - - - - - - (285,377) (285,377) - - - - (285,377) Total Recoveries(1,182,282) (392,480) (1,574,762) (1,948,517) (971,235) - (295,147) (3,214,899) (325,631) (649,728) (975,359) - (1,815) (1,815) (30,460) (5,797,295) Net Expenditures(359)$ 315,546$ 315,187$ (277,204)$ (273,810)$ 36,060$ 1,255,778$ 740,824$ 640,570$ 250,110$ 890,680$ 344,213$ 204,896$ 549,109$ 1,323,307$ 3,819,107$ TotalSwedenUSATurkeyAsia PacificOther *
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:
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 $200,000 covering
Reservoir Mineral Inc.’s (a public company listed on the TSX-V) (“Reservoir”) share of minerals and metals mined from the
Brestovac and Jasikovo East properties in Serbia. These two properties are included in Reservoir’s Timok Project which is in
joint venture with Freeport-McMoran Exploration Corporation (“Freeport”). The 0.5% NSR royalty is proportionately
reduced to Reservoir’s interest in the properties as Freeport earns-in by making exploration expenditures under the
circumstances provided in the NSR agreement.
Impairment of Non-Current Assets
The Company’s policy for accounting for impairment of non-current assets is to use the higher of the estimates of fair value
less cost of disposal of these assets or value in use. The Company uses valuation techniques that require significant
Page 32
Balance, December 31, 201238,738,592$ Adjusted for:Additions200,000 Depletion(1,681,688) Impairment charge(4,765,511) Cumulative translation adjustments2,572,332 Balance, December 31, 201335,063,725$ Adjusted for:Depletion(1,334,845) Impairment charge(7,371,765) Cumulative translation adjustments2,970,845 Balance, December 31, 201429,327,960$ Adjusted for:Depletion(1,716,848) Impairment charge(3,973,699) Cumulative translation adjustments5,161,567 Balance, December 31, 201528,798,980$
EURASIAN MINERALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
For the Year Ended December 31, 2015
10. ROYALTY INTEREST (Continued)
judgments and assumptions, including those with respect to future production levels, future metal prices, foreign exchange
rates, discount rates, and multiples.
Non-current assets are tested for impairment when events or changes in circumstances suggest that the carrying amount
may not be recoverable. As a result of the decline in the production of gold from the Carlin Trend Royalty Claim Block, the
Company revised its estimated annual gold production over the expected mine life and decreased it’s 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 Company’s land and unproven mineral interests. Once reclamation of the properties is complete, the
bonds will be returned to the Company.
12. GOODWILL
The Company’s goodwill represents the excess of the purchase price paid during fiscal 2012 for the acquisition of Bullion
Monarch Mining Inc. over the fair value of the net identifiable tangible and intangible assets and liabilities acquired.
Change in goodwill for the years ended December 31, 2015, 2014 and 2013:
The Company applies a one-step approach to determine if the Carlin Trend Royalty Claim Block and the related assets
within the same CGU are impaired (Note 10). The impairment loss is the amount by which the CGU’s carrying amount
exceeds its recoverable amount. Goodwill has been written down in conjunction with the decline of $3,047,605 (2014 -
$2,248,057; 2013 - $Nil) of the related deferred income tax liability.
Page 33
December 31, 2015December 31, 2014December 31, 2013Australia - various properties80,976$ 75,864$ 57,881$ Sweden - various properties7,939 7,984 7,884 Turkey - various properties273,898 273,097 238,356 U.S.A - various properties447,921 466,502 466,773 Total810,734$ 823,447$ 770,894$ Balance, December 31, 20128,970,514$ Adjusted for:Cumulative translation adjustment655,281 Balance, December 31, 20139,625,795$ Adjusted for:Impairment charge(2,248,057) Cumulative translation adjustment839,804 Balance, December 31, 20148,217,542$ Adjusted for:Impairment charge(3,047,605) Cumulative translation adjustment1,331,949 Balance, December 31, 20156,501,886$
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 Company’s advances from joint venture partners consist of the following:
14. INCOME TAXES
Deferred Income Tax Liability
The tax effects of temporary differences between amounts recorded in the Company’s accounts and the corresponding
amounts as computed for income tax purposes gives rise to deferred tax liabities as follows:
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:
Income Tax Expense
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 - $25.75%) as follows:
Page 34
December 31, 2015December 31, 2014U.S.A.137,825$ 429,175$ Total137,825$ 429,175$ December 31, 2015December 31, 2014December 31, 2013Royalty interest(9,053,435)$ (9,933,985)$ (12,901,876)$ Tax loss carryforwards2,433,008 1,616,508 1,315,968 Other118,541 99,935 875,356 (6,501,886)$ (8,217,542)$ (10,710,552)$ December 31, 2015December 31, 2014December 31, 2013Expiry Date RangeTax loss carry forwards37,728,000$ 36,586,000$ 29,433,000$ 2026-2035Share issue costs- 65,000 327,000 2015Exploration and evaluation assets10,022,960 9,183,007 10,538,794 No expiryOther8,385,770$ 7,937,261$ 6,244,171$ No expiryDecember 31, 2015December 31, 2014December 31, 2013Current tax expense-$ -$ -$ Deferred tax recovery (3,431,230) (3,356,471) (2,392,945) (3,431,230)$ (3,356,471)$ (2,392,945)$ December 31, 2015December 31, 2014December 31, 2013Expected 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 differences2,594,459 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)$
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 $17,500 as employment compensation.
Stock Options
The Company adopted a stock option plan (the “Plan”) pursuant to the policies of the TSX-V. The maximum number of
shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at
any time. The vesting terms are determined at the time of the grant, subject to the terms of the plan.
During the years ended December 31, 2015, 2014, and 2013, the change in stock options outstanding is as follows:
Page 35
NumberWeighted Average Exercise PriceBalance as at December 31, 20124,798,700 2.26 Exercised(355,000) 1.02 Cancelled and expired unexercised(448,000) 2.37 Balance as at December 31, 20133,995,700 2.36 Granted1,608,500 1.18 Cancelled and expired unexercised(111,000) 1.62 Balance as at December 31, 20145,493,200 2.03 Granted1,341,500 0.66 Cancelled and expired unexercised(1,406,200) 2.12 Balance as at December 31, 20155,428,500 1.67 Number of options exercisable as at December 31, 20155,428,500 1.67$
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:
*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:
Page 36
Date GrantedNumber of OptionsExercisableExercise Price $Expiry DateFebruary 1, 2011*50,000 50,000 3.21 February 1, 2016March 18, 2011*150,000 150,000 2.91 March 18, 2016July 19, 20111,218,000 1,218,000 2.80 July 19, 2016August 3, 201110,000 10,000 2.70 August 3, 2016August 29, 201150,000 50,000 2.66 August 29, 2016September 9, 201140,000 40,000 2.70 September 9, 2016December 11, 201120,000 20,000 2.10 December 11, 2016July 5, 2012 50,000 50,000 1.96 July 5, 2017August 22, 2012921,500 921,500 1.94 August 22, 2017October 16, 201267,000 67,000 2.44 October 16, 2017April 25, 2014 1,438,000 1,438,000 1.20 April 24, 2019June 26, 201417,500 17,500 0.88 June 26, 2019December 22, 201460,000 60,000 0.87 December 22, 2019June 8, 20151,336,500 1,336,500 0.66 June 8, 2020Total5,428,500 5,428,500 Year ended December 31, 2015General and Administrative ExpensesExploration ExpendituresTotalCommitment to issue shares100,233$ (34,144)$ 66,089$ Fair value of stock options granted369,883 106,541 476,424 470,116$ 72,397$ 542,513$
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 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 - $Nil per stock option). The fair value of stock options granted was estimated using the Black-
Scholes option pricing model with weighted average assumptions as follows:
Warrants
During the years ended December 31, 2015, 2014 and 2013, the change in warrants outstanding is as follows:
As at December 31, 2014, the following share purchase warrants were outstanding and exercisable:
Page 37
Year ended December 31, 2014General and Administrative ExpensesExploration ExpendituresTotalCommitment to issue bonus shares346,961$ 29,588$ 376,549$ Fair value of stock options granted683,450 174,486 857,936 1,030,411$ 204,074$ 1,234,485$ Year ended December 31, 2013General and Administrative ExpensesExploration ExpendituresTotalCommitment to issue bonus shares509,995$ 131,362$ 641,357$ Fair value of stock options granted17,500 - 17,500 527,495$ 131,362$ 658,857$ Year endedYear endedYear endedDecember 31, 2015December 31, 2014December 31, 2013Risk free interest rate1.02%1.46%0.00%Expected life (years)5 5 - Expected volatility62.33%51.63%0.00%Dividend yield- - - NumberWeighted Average Exercise PriceBalance as at December 31, 201213,265,138 3.70$ Expired(4,089,605) 3.10 Balance as at December 31, 2013 and 20149,175,533 4.56$ Expired(9,175,533) 4.56 Balance as at December 31, 2015- -$ Number of WarrantsExercise PriceExpiry DatePrivate placement, November 8, 2010 6,200,000 5.50 November 8, 2015Private placement, November 12, 2010 800,000 5.50 November 12, 2015Finders warrants, November 8, 2010 255,900 5.50 November 8, 2015Private placement, March 12, 20101,919,633 2.88$ March 12, 2015Total9,175,533
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:
* Directors fees include $5,000 per month paid to the Company’s non-Executive Chairman, who does not receive the fees
paid to the other independent director’s.
Seabord Services Corp. (“Seabord”) is a management services company controlled by the Chairman of the Board of
Directors of the Company. Seabord provides a Chief Financial Officer, a Corporate Secretary, accounting and administration
staff, and office space to the Company. The Chief Financial Officer and Corporate Secretary are employees of Seabord and
are not paid directly by the Company.
Included in the table above for the 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 - $39,183) to other related parties.
17. SEGMENTED INFORMATION
The Company operates within the resource industry. At December 31, 2015 and 2014, the Company had equipment and
exploration and evaluation assets located geographically as follows:
Page 38
Share-basedFor the year ended December 31, 2015Salary or FeesPaymentsTotalManagement1,067,210$ 108,637$ 1,175,847$ Outside directors *158,257 79,898 238,155 Seabord Services Corp. 413,700 - 413,700 Total1,639,167$ 188,535$ 1,827,702$ Share-basedFor the year ended December 31, 2014Salary or FeesPaymentsTotalManagement882,536$ 303,491$ 1,186,027$ Outside directors *168,496 183,513 352,009 Seabord Services Corp. 418,800 - 418,800 Total1,469,832$ 487,004$ 1,956,836$ Share-basedFor the year ended December 31, 2013Salary or FeesPaymentsTotalManagement881,120$ 374,120$ 1,255,240$ Outside directors *175,798 35,223 211,021 Seabord Services Corp. 447,900 - 447,900 Total1,504,818$ 409,343$ 1,914,161$ EXPLORATION AND EVALUATION ASSETSDecember 31, 2015December 31, 2014December 31, 2013Asia Pacific81,124$ 81,124$ 81,124$ Haiti- 56,085 - Sweden437,755 437,755 437,755 Turkey363,987 232,547 232,547 U.S.A1,498,674 1,572,375 2,279,942 Total2,381,540$ 2,379,886$ 3,031,368$
EURASIAN MINERALS INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
For the Year Ended December 31, 2015
17. SEGMENTED INFORMATION (Continued)
The Company’s royalty interest, goodwill, deferred income tax liability and royalty income and depletion form a cash
generating unit located in the U.S.A, except $200,000 in a royalty interest held in Serbia.
18. RISK AND CAPITAL MANAGEMENT: FINANCIAL INSTRUMENTS
The Company considers items included in shareholders’ equity as capital. The Company’s objective when managing capital
is to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders.
The Company has continuing royalty revenues to fund a portion of ongoing costs. In order to fund future projects and pay
for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. As at
December 31, 2015, the Company had working capital of $5,787,109 (2014 - $7,096,916; 2013 – $14,217,999).
Management estimates it has sufficient working capital for operations and to continue it’s currently planned programs. The
Company is not subject to externally imposed capital requirements. The Company manages the capital structure and makes
adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets
In order to maintain or adjust the capital structure, the Company may issue new shares through public and/or private
placements, sell assets, or return capital to shareholders. The Company is not subject to externally imposed capital
requirements.
Fair Value
The Company characterizes inputs used in determining fair value using a hierarchy that prioritizes inputs depending on the
degree to which they are observable. The three levels of the fair value hierarchy are as follows:
Level 1: inputs represent quoted prices in active markets for identical assets or liabilities. Active markets are those
in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: inputs other than quoted prices that are observable, either directly or indirectly. Level 2 valuations are
based on inputs, including quoted forward prices for commodities, market interest rates, and volatility factors,
which can be observed or corroborated in the market place.
Level 3: inputs that are less observable, unavoidable or where the observable data does not support the majority
of the instruments’ fair value.
Page 39
PROPERTY AND EQUIPMENTDecember 31, 2015December 31, 2014December 31, 2013Asia Pacific10,275$ 12,694$ 110,769$ Canada- 1,630 15,280 Georgia- 6,490 11,011 Haiti23,612 9,040 12,574 Sweden4,902 11,502 23,285 Turkey7,032 24,723 67,373 U.S.A568,639 685,150 945,122 Total614,460$ 751,229$ 1,185,414$
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:
The carrying value of receivables, accounts payable and accrued liabilities, and advances from joint venture partners
approximate their fair value because of the short-term nature of these instruments.
The Company’s financial instruments are exposed to certain financial risks, including credit risk, interest rate risk, market
risk, liquidity risk and currency risk.
Credit Risk
The Company is exposed to credit risk by holding cash and cash equivalents and receivables. This risk is minimized by
holding a significant portion of the funds in Canadian banks. The Company’s exposure with respect to its receivables is
primarily related to royalty streams, recovery of exploration evaluation costs, and convertible promissory notes (Note 7).
Interest Rate Risk
The Company is exposed to interest rate risk because of fluctuating interest rates. Management believes the interest rate
risk is low given interest rates on promissory notes is fixed and the current low global interest rate environment.
Fluctuations in market rates is not expected to have a significant impact on the Company’s operations due to the short term
to maturity and no penalty cashable feature of its cash equivalents.
Market Risk
The Company is exposed to market risk because of the fluctuating values of its publicly traded marketable securities and
other company investments. The Company has no control over these fluctuations and does not hedge its investments.
Based on the December 31, 2015 portfolio values, a 10% increase or decrease in effective market values would increase or
decrease net shareholders’ equity by approximately $43,000.
Liquidity Risk
Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company
manages this risk by careful management of its working capital to ensure the Company’s expenditures will not exceed
available resources.
Commodity Risk
The Company’s royalty revenues are derived from a royalty interest and are based on the extraction and sale of precious
and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals
discovered. Metal prices have historically fluctuated widely. Consequently, the economic viability of the Company’s royalty
interests cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices.
Page 40
AssetsLevel 1Level 2Level 3TotalCash and cash equivalents5,634,601$ -$ -$ 5,634,601$ Restricted cash269,770 - - 269,770 Fair value through profit or loss investments 235,106 - - 235,106 Strategic investments 193,810 - - 193,810 Total6,333,287$ -$ -$ 6,333,287$
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 entity’s functional currency. The Company operates in Canada, Haiti, Turkey, Georgia, Sweden,
Australia and the U.S.A. The Company funds cash calls to its subsidiary companies outside of Canada in US dollars and a
portion of its expenditures are also incurred in local currencies.
The exposure of the Company’s cash and cash equivalents, receivables, and accounts payable and accrued liabilities to
foreign exchange risk as at December 31, 2015 is as follows:
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 Company’s pre-tax profit or loss.
19. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
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;
Issuance of 163,000 bonus shares valued at $233,950 applied to commitment to issue shares;
b.
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 $427,275 relates to a CTA loss in the net liabilities of a subsidiary
with a functional currency different from the presentation currency.
Page 41
AccountsUS dollarsCash and cash equivalents4,197,937$ Receivables410,204 Convertible notes receivable740,377 Accounts payable and accrued liabilities(270,080) Advances from joint venture partners(99,276) Net exposure4,979,162 Canadian dollar equivalent6,912,571$ December 31, 2015December 31, 2014December 31, 2013Cash5,365,271$ 3,311,196$ 3,519,309$ Short-term deposits269,330 3,139,112 9,163,760 Total5,634,601$ 6,450,308$ 12,683,069$
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;
Issuance of 391,501 incentive stock grants valued at $614,427 applied to commitment to issue shares;
b.
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
I, David M. Cole, certify that:
SECTION 302 CERTIFICATION
1. I have reviewed this annual report on Form 20-F of Eurasian Minerals Inc. (the "company");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the company
as of, and for, the periods presented in this report;
4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) tor the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the company's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the company's internal control over financial reporting.
Date: March 30, 2016
/s/ David M. Cole
David M. Cole
President and Chief Executive Officer
SECTION 906 CERTIFICATION
In connection with the annual report of Eurasian Minerals Inc. (the "Company") on Form 20-F for the fiscal year
ending December 31, 2015 (the “Report”) I, David M. Cole, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that
to the best of my knowledge:
1.
2.
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operation of the Company.
Date: March 30, 2016
/s/ David M. Cole
David M. Cole
President and Chief Executive Officer
I, Christina Cepeliauskas, certify that:
SECTION 302 CERTIFICATION
1. I have reviewed this annual report on Form 20-F of Eurasian Minerals Inc. (the "company");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the company
as of, and for, the periods presented in this report;
4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) tor the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the company,
including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company's internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or is reasonably likely to
materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company's auditors and the audit committee of the company's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the company's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the company's internal control over financial reporting.
Date: March 30, 2016
/s/ Christina Cepeliauskas
Christina Cepeliauskas
Chief Financial Officer
SECTION 906 CERTIFICATION
In connection with the annual report of Eurasian Minerals Inc. (the "Company") on Form 20-F for the fiscal year
ending December 31, 2015 (the “Report”) I, Christina Cepeliauskas, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of2002, that to the best of my knowledge:
1.
2.
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition
and results of operation of the Company.
Date: March 30, 2016
/s/ Christina Cepeliauskas
Christina Cepeliauskas
Chief Financial Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in Eurasian Minerals Inc.’s Annual Report on Form 20-F for the year ended December 31,
2015 of our report dated March 30, 2016 relating to the consolidated financial statements which appears in this Annual Report.
Vancouver, Canada
March 30, 2016
“DAVIDSON & COMPANY LLP”
Chartered Professional Accountants
CONSENT OF ERIC JENSEN
In connection with the filing of the annual report on Form 20-F for the year ended December 31,
2015 (the “Annual Report”) of Eurasian Minerals Inc. (the “Company”) with the U.S. Securities
and Exchange Commission, I hereby consent to the references to my name in the Annual
Report.
Dated: March 30, 2016.
/s/ Eric Jensen
Eric Jensen
CONSENT OF MICHAEL SHEEHAN
In connection with the filing of the annual report on Form 20-F for the year ended December 31,
2015 (the “Annual Report”) of Eurasian Minerals Inc. (the “Company”) with the U.S. Securities
and Exchange Commission, I hereby consent to the references to my name in the Annual
Report.
Dated: March 30, 2016.
/s/ Michael Sheehan
Michael Sheehan
CONSENT OF DEAN TURNER
In connection with the filing of the annual report on Form 20-F for the year ended December 31,
2015 (the “Annual Report”) of Eurasian Minerals Inc. (the “Company”) with the U.S. Securities
and Exchange Commission, I hereby consent to the references to my name in the Annual
Report.
Dated: March 30, 2016
/s/ Dean D. Turner
Dean D. Turner