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

FORM 20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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__________________

Commission file number 000-51411

EMGOLD MINING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
BRITISH COLUMBIA, CANADA

(Jurisdiction of incorporation or organization)

Suite 1010, 789 West Pender Street
Vancouver, British Columbia, Canada, V6C 1H2

(Address of principal executive offices)
Grant T. Smith
Suite 1010, 789 West Pender Street
Vancouver, British Columbia, Canada, V6C 1H2
Tel: (604) 639-0909  Fax: (778) 375-3109
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class   Name of each exchange on which registered
None   None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares without par Value
(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of class)

 

    1
     

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 78,295,684 common shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

     Yes ¨    No þ

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 þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 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 90 days.

     Yes þ      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 þ      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 þ

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                                                             þ

Other                                                                               ¨

If “Other” has been checked in response to the previous question, indicate by a check mark which financial statement item the registrant has elected to follow.

Item 17 ¨      Item 18 ¨      NOT APPLICABLE

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 þ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)."

Emerging growth company þ

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

NOTES CONCERNING TERMINOLOGY RELATED TO RESOURCES AND RESERVES

(Please see “CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES,”)

The terms "mineral resource", "measured mineral resource", "indicated mineral resource", "inferred mineral resource", “mineral reserve”, “probable mineral reserve” and “proven mineral reserve” used in this Annual Report are Canadian mining terms as defined in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects under 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. On November 14, 2004 and November 27, 2010, CIM Council adopted an update to the CIM Definition Standards to reflect the more detailed guidance available and effect certain editorial changes required to maintain consistency with current regulations. This version of the CIM Definition Standards includes further editorial changes required to maintain compatibility with the new version of National Instrument 43-101 which became Canadian law in 2011. The CIM Definition Standards can be viewed on the CIM website at www.cim.org. In accordance with Industry Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations, issued by the U. S. Securities and Exchange Commission, a reserve is termed a “mineral deposit”.

Definitions

 

Qualified Person

Mineral Resource and Mineral Reserve estimates and resulting technical reports under NI 43-101 must be prepared by or under the direction of, and dated and signed by, a Qualified Person. A “Qualified Person” means an individual who is an engineer or geoscientist with a university degree, or equivalent accreditation, with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these; has experience relevant to the subject matter of the mineral project and the technical report; and is a member or licensee in good standing of a professional association. The Qualified Person(s) should be clearly satisfied that they could face their peers and demonstrate competence and relevant experience in the commodity, type of deposit and situation under consideration. If doubt exists, the person must either seek or obtain opinions from other colleagues or demonstrate that he or she has obtained assistance from experts in areas where he or she lacked the necessary expertise. Determination of what constitutes relevant experience can be a difficult area and common sense has to be exercised. For example, in estimating Mineral Resources for vein gold mineralization, experience in a high-nugget, vein-type mineralization such as tin, uranium etc. should be relevant whereas experience in massive base metal deposits may not be. As a second example, for a person to qualify as a Qualified Person in the estimation of Mineral Reserves for alluvial gold deposits, he or she would need to have relevant experience in the evaluation and extraction of such deposits. Experience with placer deposits containing minerals other than gold, may not necessarily provide appropriate relevant experience for gold. In addition to experience in the style of mineralization, a Qualified Person preparing or taking responsibility for Mineral Resource estimates must have sufficient experience in the sampling, assaying, or other property testing techniques that are relevant to the deposit under consideration in order to be aware of problems that could affect the reliability of the data. Some appreciation of extraction and processing techniques applicable to that deposit type might also be important.

 

Estimation of Mineral Resources is often a team effort, for example, involving one person or team collecting the data and another person or team preparing the Mineral Resource estimate. Within this team, geologists usually occupy the pivotal role. Estimation of Mineral Reserves is almost always a team effort involving a number of technical disciplines, and within this team mining engineers have an important role. Documentation for a Mineral Resource and Mineral Reserve estimate must be compiled by, or under the supervision of, a Qualified Person(s), whether a geologist, mining engineer or member of another discipline. It is recommended that, where there is a clear division of responsibilities within a team, each Qualified Person should accept responsibility for his or her particular contribution. For example, one Qualified Person could accept responsibility for the collection of Mineral Resource data, another for the Mineral Reserve estimation process, another for the mining study, and the project leader could accept responsibility for the overall document. It is important that the Qualified Person accepting overall responsibility for a Mineral Resource and/or Mineral Reserve estimate and supporting documentation, which has been prepared in whole or in part by others, is satisfied that the other 13 contributors are Qualified Persons with respect to the work for which they are taking responsibility and that such persons are provided adequate documentation.

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Preliminary Economic Assessment (PEA)

A study, other than a Pre-Feasibility or Feasibility Study, that includes an economic analysis of the potential viability of mineral resources.

 

Preliminary Feasibility Study (Pre-Feasibility Study)

The CIM Definition Standards requires the completion of a Preliminary Feasibility Study as the minimum prerequisite for the conversion of Mineral Resources to Mineral Reserves.

 

A Preliminary Feasibility Study is 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 mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations 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 classified as a Mineral Reserve.

 

Feasibility Study

A Feasibility Study is a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of realistically assumed mining, processing, metallurgical, economic, marketing, legal, environmental, social and governmental considerations 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.

 

Exploration Information

Exploration information means geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information concerning a particular property that is derived from activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit. It is recognized that in the review and compilation of data on a project or property, previous or historical estimates of tonnage and grade, not meeting the minimum requirement for classification as Mineral Resource, may be encountered. If a Qualified Person reports Exploration Information in the form of tonnage and grade, it must be clearly stated that these estimates are conceptual or order of magnitude and that they do not meet the criteria of a Mineral Resource.

 

Mineral Resource

Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource. A Mineral Resource is a concentration or occurrence of diamonds, natural solid inorganic material, or natural solid fossilized organic material including base and precious metals, coal, and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. The term Mineral Resource covers mineralization and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which Mineral Reserves may subsequently be defined by the consideration and application of technical, economic, legal, environmental, socio-economic and governmental factors. The phrase “reasonable prospects for economic extraction” implies a judgment by the Qualified Person in respect of the technical and economic factors likely to influence the prospect of economic extraction. A Mineral Resource is an inventory of mineralization that under realistically assumed and justifiable technical and economic conditions might become economically extractable. These assumptions must be presented explicitly in both public and technical reports.

 

Inferred Mineral Resource

An “Inferred Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. Due to the uncertainty that may be attached to Inferred Mineral Resources, it cannot be assumed that all or any part of an Inferred Mineral Resource will be upgraded to an Indicated or Measured Mineral Resource as a result of continued exploration. Confidence in the estimate is insufficient to allow the meaningful application of technical and economic parameters or to enable an evaluation of economic viability worthy of public disclosure. Inferred Mineral Resources must be excluded from estimates forming the basis of feasibility or other economic studies.

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Indicated Mineral Resource

An “Indicated Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed. Mineralization may be classified as an Indicated Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such as to allow confident interpretation of the geological framework and to reasonably assume the continuity of mineralization. The Qualified Person must recognize the importance of the Indicated Mineral Resource category to the advancement of the feasibility of the project. An Indicated Mineral Resource estimate is of sufficient quality to support a Preliminary Feasibility Study which can serve as the basis for major development decisions.

 

Measured Mineral Resource

A “Measured Mineral Resource” is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity. Mineralization or other natural material of economic interest may be classified as a Measured Mineral Resource by the Qualified Person when the nature, quality, quantity and distribution of data are such that the tonnage and grade of the mineralization can be estimated to within close limits and that variation from the estimate would not significantly affect potential economic viability. This category requires a high level of confidence in, and understanding of, the geology and controls of the mineral deposit.

 

Mineral Reserve

Mineral Reserves are sub-divided in order of increasing confidence into Probable Mineral Reserves and Proven Mineral Reserves. A Probable Mineral Reserve has a lower level of confidence than a Proven Mineral Reserve.

 

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined. Mineral Reserves are those parts of Mineral Resources which, after the application of all mining factors, result in an estimated tonnage and grade which, in the opinion of the Qualified Person(s) making the estimates, is the basis of an economically viable project after taking account of all relevant processing, metallurgical, economic, marketing, legal, environment, socioeconomic and government factors. Mineral Reserves are inclusive of diluting material that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility. The term “Mineral Reserve” need not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have been received. It does signify that there are reasonable expectations of such approvals.

 

Probable Mineral Reserve

A “Probable Mineral Reserve” is the economically mineable part of an Indicated and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

 

Proven Mineral Reserve

A “Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified. 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 potential economic viability.

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CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESOURCE ESTIMATES

 

As used in this Annual Report on Form 20-F, the terms “Mineral Reserve,” “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms defined in accordance with NI 43-101 and the CIM Standards. These definitions differ from the definitions in SEC Industry Guide 7 under the U.S. Securities Act. Under SEC Industry Guide 7, a reserve is defined as that part of a mineral deposit which could be economically and legally extracted or produced at the time the reserve determination is made. The terms “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined in and required to be used by NI 43-101. However, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all, or any part, of a mineral deposit in these categories will ever be converted into reserves. “Indicated Mineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an Indicated Mineral Resource or 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 Preliminary Feasibility studies, except in rare cases. Investors are cautioned not to assume that all, or any part, of an Inferred Mineral Resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations. However, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. Accordingly, information contained in this Annual Report on Form 20-F and the exhibits filed herewith or incorporated by reference herein contain descriptions of mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under U.S. federal securities laws and the rules and regulations promulgated thereunder. Further, the term “mineralized material” as used in this Annual Report on Form 20-F does not indicate “reserves” by SEC standards. We cannot be certain that mineralized material will ever be confirmed or converted into SEC Industry Guide 7 compliant "reserves". Investors are cautioned not to assume that mineralized material will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Statements contained in this Annual Report on Form 20-F of the Registrant, Emgold Mining Corporation. (“Emgold” or the “Company”), and the exhibits attached hereto that are not historical facts are forward-looking statements within the meaning of U.S. and Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements with respect to anticipated results and developments in the Company’s operations, planned exploration and development of the Company’s properties, plans related to the Company’s business and other matters that may occur in the future. 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 Reserve and 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 a property is developed, and in the case of Mineral Reserves, such statements reflect the conclusion based on certain assumptions that the mineral deposit can be economically exploited. 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, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or the negative and grammatical variations of any of these terms and similar expressions) be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements and forward-looking information are based, in part, on assumptions and factors that may change and are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results, performance or achievements of the Company to differ materially from those expressed or implied by the forward-looking statements and forward-looking information. Some of the important risks, uncertainties and other factors that could affect forward-looking statements and forward-looking information include, but are not limited to those described further in the sections entitled “ITEM 3. KEY INFORMATION - Risk Factors”, “ITEM 4. INFORMATION ON THE COMPANY - Business Overview”, “ITEM 4. INFORMATION ON THE COMPANY – Principal Property Interests” and “ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS” and in the exhibits attached to this Annual Report on Form 20-F. Should one or more of these risks, uncertainties and other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the Company’s forward-looking statements or forward-looking information. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. The forward-looking statements and forward-looking information are based on beliefs, expectations and opinions of the Company’s management on the date of this Annual Report on Form 20-F and speak only as of the date hereof and the Company does not undertake any obligation to publicly update forward-looking statements or forward-looking information contained herein to reflect events or circumstances after the date hereof, except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

    6
     

Forward-looking statements and other information contained herein concerning the mining industry and the Company’s expectations concerning the mining industry are based on estimates prepared by the Company using data from publicly available sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which the Company believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While the Company is not aware of any misstatements regarding any mining industry data presented herein, the industry involves risks and uncertainties and is subject to change based on various factors.

Certain historical and forward-looking information contained in this Annual Report on Form 20-F has been provided by, or derived from information provided by, certain persons other than the Company. Although the Company does not have any knowledge that would indicate that any such information is untrue or incomplete, the Company assumes no responsibility for the accuracy and completeness of such information or the failure by such other persons to disclose events which may have occurred or may affect the completeness or accuracy of such information but which is unknown to the Company.

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CONVERSION FACTORS

 

Conversion of metric units into imperial equivalents is as follows:

Conversion Factors (Metric and Imperial Units)

     
Metric units Multiply by Imperial units
Hectares 2.471 = acres
Metres 3.281 = feet
Kilometres 0.621 = miles (5,280 feet)
Grams 0.032 = ounces (troy)
Tonnes 1.102 = tons (short) (2,000 lbs)
grams/tonne 0.029 = ounces (troy)/ton

 

 

Glossary of Abbreviations

 

Ag……………………..... Silver
Au……………………..... Gold
Ba……………………...... Barium
Co……………………...... Cobalt
Cu……………………...... Copper
EM……………………..... Electromagnetic
Fe……………………....... Iron
gpm……………………… Gallons per minute
gpt……………………..... Grams per tonne
g/t……………………...... Grams per tonne
IP……………………....... Induced Polarization geophysical survey
Mo…………………….... Molybdenum
Ni……………………...... Nickel
NSR…………………...... Net smelter returns royalty
opt………………….…... Troy ounce per short ton
oz……………………...... Troy ounce
Pb……………………...... Lead
Pd……………………...... Palladium
ppb……………………… Parts per billion
ppm…………………....... Parts per million
Pt………….…………...... Platinum
S……………………........ Sulphur
ton…………………….... Short ton (2,000 pounds)
tonne…………………… Metric ton (1,000 kilograms – 2,204.62 pounds)
tpd…………………….... Tons per day
VLF……………………… Very low frequency electromagnetic geophysical survey
VMS…………………….. Volcanogenic massive sulphide
W……………………..…. Tungsten

REPORTING CURRENCY

 

All currency amounts in this Annual Report are stated in United States dollars unless otherwise indicated.

 

 

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TABLE OF CONTENTS

 

Glossary of Abbreviations 8
PART 1 10
ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 10
ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE 10
ITEM 3.    KEY INFORMATION 10
ITEM 4.    INFORMATION ON THE COMPANY 18
ITEM 4A.   UNRESOLVED STAFF COMMENTS 33
ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS 33
ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 39
ITEM 7.    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 50
ITEM 8.    FINANCIAL INFORMATION 51
ITEM 9.   THE OFFER AND LISTING 52
ITEM 10.   ADDITIONAL INFORMATION 53
ITEM 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 63
ITEM 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 63
PART II 63
ITEM 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 63
ITEM 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 64
ITEM 15.   CONTROLS AND PROCEDURES 64
ITEM 16A   AUDIT COMMITTEE FINANCIAL EXPERT 64
ITEM 16B.   CODE OF ETHICS 64
ITEM 16C.   PRINCIPAL ACCOUNTANT FEES AND SERVICES 65
ITEM 16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 65
ITEM 16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 65
ITEM 16F.   CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 65
ITEM 16G.   CORPORATE GOVERNANCE 65
ITEM 16H.   MINE SAFETY DISCLOSURE 65
PART III 66
ITEM 17.   FINANCIAL STATEMENTS 66
ITEM 18.   FINANCIAL STATEMENTS 66
ITEM 19.   EXHIBITS 67
Index to Exhibits 67
Glossary of Geologic and Mining Terms 68
SIGNATURES 73
    9
     

PART 1

 

ITEM 1.                  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

This form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.

 

 

ITEM 2.                  OFFER STATISTICS AND EXPECTED TIMETABLE

 

This form 20-F is being filed as an annual report under the Securities Exchange Act of 1934, as amended and as such, there is no requirement to provide any information under this item.

 

ITEM 3.                  KEY INFORMATION

 

A. Selected Financial Data

 

The following selected financial data of the Company for Fiscal 2016, Fiscal 2015 and Fiscal 2014, ended December 31 st , was derived from the consolidated financial statements of the Company included elsewhere in this 20-F Annual Report. The selected financial data set forth for Fiscal 2013 and Fiscal 2012 ended December 31st are derived from the Company's audited consolidated financial statements, not included herein but can be found in past previously filed Annual Reports. All financial statements were audited by MNP LLP, Chartered Professional Accountants.

Financial statements should be read in conjunction with, and is qualified in its entirety by reference to “Item 5. Operating and Financial Review and Prospects” and our audited consolidated financial statements and the notes thereto. The consolidated financial statements of the Company have been prepared in accordance and compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

The financial reporting represents consolidated reporting for Emgold’s 100% subsidiary companies Emgold U.S. Corporation (“Emgold U.S.”), Idaho-Maryland Mining Corporation (“IMMC”), and Golden Bear Ceramics Company (“GBC”) (which was dissolved in 2016).

The Company has not declared any cash or dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

 

Selected Consolidated Statement of Financial Position

Amount in conformity with IFRS

(Year End December 31, United States Dollars)

  2016 2015 2014 2013 2012
Total assets 844,180 1,129,450 1,383,981 $1,290,459 $1,677,936
Total liabilities 868,023 941,100 760,678 671,063 1,125,067
Contributed surplus 7,062,781 7,062,781 7,062,781 7,062,781 7,035,197
Share capital 44,035,360 43,975,360 43,935,360 43,687,315 43,390,203
Warrants 686,349 686,349 686,349 686,349 686,349
Deficit (51,808,333) (51,536,140) (51,061,187) (50,817,049) (50,558,880)
Equipment and mineral property interests 594,113 619,113 1,339,231 1,231,071 1,474,581
Assets held for sale 154,452 490,508 - - -
Shareholders’ equity (deficiency) (23,843) 188,350 623,303 619,396 552,869
Number of outstanding common shares 79,004,017 78,295,684 77,823,462 72,587,462 66,651,462

 

    10
     

 

Selected Consolidated Statement of Comprehensive Income (Loss)

Amount in conformity with IFRS

(Year End December 31, United States Dollars)

  2016 2015 2014 2013 2012
Revenue $          - $           - $          - $ - $ -
Investment and other income - - -    -   -
General and administrative expenses 218,430 461,152 242,375 508,195 704,970
Exploration expenses 58,700 39,802 43,601 106,529 1,187,329
Loss according to financial statements 272,193 474,953 244,138 258,169 (375,731)
Loss per share – basic and diluted (0.01) (0.01) (0.00) (0.00) (0.01)

 

 

B. Capitalization and Indebtedness

 

Not applicable.

 

 

C. Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

 

D. Risk Factors

 

Financial Risk Factors

 

Readers should carefully consider the risks and uncertainties described below before deciding whether to invest in shares of the Company’s common stock.

 

Emgold currently has no source of operating cash flow, a negative working capital position, and has a history of operating losses . Emgold currently has no revenue from mine operations and all of its mineral property interests are in the exploration stage. The Company does not expect to receive significant revenue from mine operations at any time in the near future and Emgold has had no prior years’ history of earnings or operating cash flow. Neither Emgold nor its predecessors have paid dividends on their shares since incorporation and the Company does not anticipate doing so in the foreseeable future.

 

Emgold revenue is currently limited to interest income, property lease income, and advance royalty income. The Company has potential to generate income by advancing its properties through exploration into production, by obtaining royalty or lease income from its properties, or by conducting the sale, joint venture, or other business transactions related to its properties.

 

A mining project can typically require ten or more between discovery, definition, development construction, and eventually operation. As a result, no operating revenue is expected from any of the Company’s exploration properties for at least 10 or more years. All of Emgold’s short to medium-term operating and exploration expenses must be paid from its existing cash position or external financing.

 

At December 31, 2016, Emgold had working capital deficiency of $782,000, compared to a working capital deficit of $931,000 at December 31, 2015. Working capital is defined as current assets less current liabilities.

 

The Company has taken significant steps to reduce operating costs since 2008. The Company is currently exploring all options that have potential to generate cash for the Company, including equity investment, sale of assets, joint ventures, mergers, or other types of business transactions. The Company cannot guarantee the success of any of these transactions.

 

Emgold may be unable to obtain the funds necessary to hold or conduct further exploration or permitting activities for its properties . Between 2003 and 2011, Emgold was undergoing a three phase permitting process to complete an Environmental Impact Report and to obtain a Conditional Mine Use Permit for the I-M Project, located in Grass .

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On September 7, 2012, the Company announced by press release that its permit application was “deemed withdrawn” by the City of Grass Valley due to inactivity and the Company was instructed it would have to re-file its applications when it had the funds to move forward. On February 1, 2013, Emgold announced by press release that its Lease Option to Purchase Agreement with the BET Group for 91 acres of surface rights and 2,750 aces of mineral rights associated with the I-M Project (the “BET Properties”) had expired, the I-M Project had been put on hold until market conditions improved and that, as a worst case if market conditions did not improve, the Company would terminate the I-M Project to focus on other assets the Company had in its portfolio. The Company also indicated that if negotiations to extend the Lease Option to Purchase Agreement with the BET Group to were unsuccessful, the Company would also terminate the I-M Project to focus on other assets the Company had in its portfolio. On September 4, 2013, the Company announced by press release that it had sold 18 acres of non-core real estate in Grass Valley for proceeds of $450,000.

 

In early 2014, the BET Group listed the surface and mineral rights associated with the I-M Project for sale and indicated to Emgold that their preference was to sell the surface and mineral rights, as opposed to leasing them. The purchase price was listed as $2.7 million. They subsequently relisted the property with a second real estate company with a “best offer” asking price. With market conditions for junior mining companies continuing to be depressed, in 2016 Emgold management made the decision to divest of its remaining surface properties in Grass Valley as real estate transactions and focus on its other assets.

 

On March 21, 2016, the Company announced it has sold 27 areas of real estate in Grass Valley for proceeds of $350,000. Emgold currently has 7 acres of real estate remaining in Grass Valley which is listed for sale for an asking price of $179,000. Emgold management believes there are other quality assets for sale in the current market that have less permitting and environmental risk and is also evaluating acquisition opportunities that may be financeable in the current market conditions.

 

In 2012, 2013, and 2014, Emgold announced a series of transactions with Rawhide Mining LLC (“RMC”) whereby RMC provided Cdn$1.0 million in equity financing to Emgold in a series of tranches (See November 14, 19, and 26, 2012 press releases; December 28, 2012 press release; January 30, 2013 press release; and July 11 and 18, 2014 press release). Part of these financings, totalling $510,000, were used to purchase the underlying property and royalty rights to 52 claims that are part of the Buckskin Rawhide East Property, NV (see July 28, 2014 press release). Upon completion of these transactions, the Buckskin Rawhide East Property was leased to RMC, who will explore the Property (see August 21, 2014 press release). The lease includes:

 

1. The Lease Term is 20 years.
2. Advance royalty payments of $10,000 per year, paid by RMC to Emgold, with the first payment due at signing and subsequent payments due on the anniversary of the Lease Agreement.
3. During the Lease Term, RMC will make all underlying claim fees to keep the claims in good standing.
4. RMC will conduct a minimum of $250,000 in exploration activities by the end of Year 1.
5. RMC will conduct an additional minimum of $250,000 in exploration activities by the end of Year 3, for a total of $500,000 in exploration activities by the end of Year 3.
6. RMC will have the option of earning a 100% interest in the Property by bringing it into commercial production.
7. Upon bringing the Property into commercial production, RMC will make "Bonus Payments" to Emgold. Bonus Payments will be $15 per ounce of gold when the price of gold ranges between $1,200 per ounce and $1,799 per ounce. If the price of gold exceeds $1,800 per ounce, the Bonus Payment will increase to $20 per ounce
8. After meeting its exploration requirements, should RMC subsequently elect to drop the Property or decide not to advance it, the Property will be returned to Emgold. Should Emgold subsequently advance the Property into production, RMC shall then be entitled to the same type of Bonus Payments as contemplated in 7 above.

 

On June 1, 2016, Emgold announced that the Buckskin Rawhide East Lease Agreement had been amended (see June 1, 2016 press release). RMC was to complete $500,000 in exploration activities on the Buckskin Rawhide East Property prior to June 1, 2016. At that date, RMC had completed only $325,000 in exploration. Emgold and RMC mutually agreed to amend the Lease Agreement whereby RMC would pay Emgold the remaining $175,000 in lieu of exploration activities as seven cash payments of $25,000 each, starting on June 1, 2016. All payments for 2016 were made by RMC.

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Property payments for the Koegel Rawhide and Buckskin Rawhide West properties, both of which are leases, are relatively small. Payments can be made in Emgold stock or cash at this point in time, at the discretion of the lessor. Payments for the year 2016 were made in stock. The lessor has agreed to take stock as payment for each property for the year 2017. Remaining payments to acquire ownership of these properties are $30,000 each, due in 2018.

 

For the Stewart and Rozan Properties, the Company did not have any substantive expenditure in 2016 and there are no current exploration plans for these properties. The properties are safely held to January 2023 without additional work and the properties are 100% owned by the Company. The Company is currently seeking to option, joint venture, or sell these properties.

 

The Company requires additional funds to complete exploration of its properties, excluding the Buckskin Rawhide East Property. Currently the Company is reviewing strategies for equity financings, option agreements, joint ventures, mergers, or other business transactions that may be able to carry the Company through the next year of operations and into the future. The Company cannot guarantee the success of any of these transactions. The transactions, if completed, could result in dilution of the Company’s shares. The Company may also find it necessary to complete a share consolidation to obtain future equity financings.

 

In spite of the current relatively high market price of gold, the market conditions in the junior mining and exploration sector are very depressed and therefore it is very difficult raising additional capital. Emgold has been successful in the past in obtaining financing through the sale of equity securities, but as an exploration stage company, it may be difficult to obtain adequate financing in the future or financings with favourable terms. If Emgold fails to obtain additional financing on a timely basis, the Company could forfeit its interest in its mineral property interests, dilute its interests in the properties and/or reduce or terminate operations. Exploration programs have to be prioritized to fit within cash availability.

 

Changes in the market prices of gold, which have fluctuated widely, will affect our operations and can negatively impact the economic viability of the mineral properties. Emgold has no history of mining or current source of revenue. The Company is exploring for gold, and historically, the prices of the common shares of junior mining companies are very volatile. This volatility may be partly attributed to the volatility of gold prices, and also to the success or failure of the Company’s exploration programs. The market price of gold may not remain at current levels. In particular, an increase in worldwide supply and consequent downward pressure on prices may result over the longer term from increased gold production from mines developed or expanded as a result of current metal price levels.

 

The ability to raise funds for exploration and development in a venture capital company is affected by factors such as the price of gold, a factor over which the Company has no control. Annual average, high and low gold prices since 2000 are shown below, demonstrating the fluctuation in the price of gold (source: Kitco.com). Metals prices also affect the rate of return of a mining property that reaches the development stage over the longer term.

 

Gold Price

2000 to Present $US


Year
Average Price per ounce (US$) High Price per ounce (US$) Low Price per ounce (US$)
2000 279.11 312.70 263.80
2001 271.04 293.25 255.95
2002 309.73 349.30 277.75
2003 363.38 416.25 319.90
2004 409.72 454.20 375.00
2005 444.74 536.50 411.10
2006 603.46 725.00 524.75
2007 695.39 841.10 608.40
2008 871.96 1,011.25 712.50
2009 972.35 1,212.50 810.00
2010 1,224.53 1,421.00 1,058.00
2011 1,571.52 1,895.00 1,319.00
2012 1,668.98 1,791.75 1,540.00
2013 1,411.23 1,693.75 1,195.25
2014 1,266.40 1,385.00 1142.00
2015 1,160.06 1,295.75 1,049.40
2016 1,151.40 1,177.65 1,125.70

 

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Fluctuations in the world markets, including the TSX Venture Exchange, can have a negative impact on the Company’s share price, can have a negative impact on the availability of capital for investment in junior mining companies, and can negatively impact the Company’s ability to raise funds. The world markets are currently being affected by a poor recovery from a major recession in the U.S., a deficit crisis in the U.S., fluctuating oil prices, political turmoil in the Middle East (Syria, Afghanistan, Iraq, Iran), political turmoil in the Ukraine, a European debt crisis, Brexit (British exist from the European Union), and other international economic and political factors. Over the past several years, there have been major fluctuations in the markets caused by the housing mortgage crisis in the U.S., bail out of several major banks world-wide, bail out of Freddie Mac and Fannie Mae in the U.S., bail out of several major automobile manufacturers world-wide, and bail out of several countries in the world such as Greece. This has caused record deficits in several countries, including the U.S. These crises, which have occurred over a multi-year period, have affected the Company’s ability to raise capital and have negatively impacted the stocks of many junior exploration companies. It is likely there will be future turmoil in the world markets over the next several years, and this uncertainty may negatively impact the Company’s ability to raise necessary capital and advance its exploration properties.

 

Environmental and Regulatory Risk Factors

 

Emgold may be unable to obtain necessary permits for the I-M Project. IMMC had submitted applications to acquire a Conditional Mine Use Permit (“CMUP”) and other entitlements to allow the Company to dewater, explore, construct, operate, and reclaim the Idaho-Maryland Mine in Grass Valley, California. The Company had a proactive community outreach program to inform local residents and decision makers and stakeholders about the I-M Project and its benefits to the region, as well as to obtain their input and incorporate it into the project permitting. On October 26, 2011, Phase 3 of the permitting process was placed on hold by the Company pending resurgence of the junior mining equity markets. On September 10, 2012, the Company’s permitting application was “deemed withdrawn” by the City due to inactivity and the Company was instructed it would have to re-file its applications when it had the funds to move forward.

 

Compliance with environmental regulations could affect future profitability and timeliness of operations. The Company’s exploration activities and its potential mining and processing operations are subject to various laws governing land, air and water use, the protection of the environment, prospecting, development, production, commodity prices, exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, mine safety and other matters. Emgold believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.

 

As projects advance through the exploration and development process, typically environmental baseline studies and environmental reports are required (Environmental Assessments, Environmental Impact Reports, etc.) There is no assurance that the Company will be able to obtain all permits required for exploration, development and construction of mining facilities and conduct of mining operations on reasonable terms or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration or mining project which the Company might undertake.

 

Failure to comply with environmental and reclamation rules could result in penalties. As projects advance through exploration and the development process and into production, increasing reclamation bonding is required by government agencies. There is no assurance the Company will be able to obtain reclamation bonds or meet reclamation requirements for exploration, development and construction of mining facilities and conduct mining operations and reclamation activities on reasonable terms or that new legislation of modifications to existing legislation would not have an adverse effect on the Company’s ability to obtain a reclamation bond or meet its reclamation requirements in the future.

 

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.

 

Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties.

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The Company is currently an exploration stage company and is currently not conducting any development, construction, or mining operations; therefore, no major reclamation liability has been accrued. To date, Emgold has been successful in obtaining exploration permits that it has applied for and believes it has a good working relationship with local regulators related to its properties in various jurisdictions. The Company and its employees have been engaged in the exploration of mineral properties for many years.

 

Risk Factors Associated with Mining and Exploration

 

Emgold’s exploration and development efforts may be unsuccessful in locating viable mineral resources. Resource exploration and development is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and quality to return a profit from production.

 

There is no certainty that the expenditures to be made by the Company on the exploration of its properties and prospects as described herein will result in discoveries of mineralized material in commercial quantities.

 

No Proven Reserves . The properties and prospects in which the Company has an interest or the properties in which the Company has the right to earn an interest are in the exploration stage only, are without a known body of economically viable ore and are not in commercial production. If the Company does not ultimately find a body of economically recoverable ore, it would either have to acquire additional exploration projects, or terminate is operations.

 

Uncertainty of Reserves and Resource Estimates. There are numerous uncertainties inherent in estimating proven and probable reserves and measured, indicated, and inferred resources, including many factors beyond the control of the Company. The estimation of reserves and resources is a subjective process and the accuracy of any such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may justify revision of such estimates. No assurances can be given that the volume and grade of reserves recovered and rates of production will not be less than anticipated. Assumptions about prices are subject to greater uncertainty and metals prices have fluctuated widely in the past. Declines in the market price of base or precious metals also may render reserves or mineralization containing relatively lower grades of ore uneconomic to exploit. Changes in operating and capital costs and other factors including, but not limited to, short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades, may materially and adversely affect reserves.

 

Emgold may not be able to market the minerals acquired or discovered by the Company due to factors beyond the control of the Company. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

 

Other Risk Factors

 

Emgold’s title to mineral property interests may be challenged. Although Emgold has completed a review of titles to its mineral interests, it has not obtained title insurance or any formal legal opinion with respect to all of its properties and there is no guarantee of title. The mineral properties may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. Emgold’s mineral property interests include mineral claims in British Columbia and Nevada, which have not been surveyed, and therefore, the precise area and location of such claims or rights may be in doubt. As there are unresolved native land claim issues in British Columbia, the Company’s properties and prospects in this jurisdiction may be affected in the future.

 

Currency fluctuations between the United States dollar and the Canadian dollar may affect Emgold’s financial position and results. Many of Emgold’s principal financial obligations are in United States dollars, which make it subject to foreign currency fluctuation and such fluctuations may materially affect its financial position and results. The Company’s consolidated financial statements are reported in United States dollars and the functional currency of the Company is United States dollars.

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We may not be able to insure certain risks which could negatively impact our operating results. In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological and operating conditions including rock bursts, unusual or unexpected formations, formation pressures, cave-ins, land-slides, fires, explosions, flooding and earthquakes, power outages, labour disruptions, and the inability to obtain suitable or adequate machinery, equipment or labour may occur. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

 

U.S. investors may not be able to enforce their civil liabilities against the Company or its directors, controlling persons and officers . It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in British Columbia under the Business Corporations Act (British Columbia) and, consequently, there is a risk that Canadian courts may not enforce judgements of U.S. courts or enforce, in an original action, liabilities predicated directly upon U.S. federal securities laws. A majority of the Company’s directors and officers are residents of Canada and a substantial portion of the Company’s assets are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgements of United States courts predicated upon civil liabilities under United States securities laws. It is unlikely that an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.

 

Emgold’s directors and officers serve as directors and officers of other publicly traded junior resource companies . Some of the directors and officers of Emgold serve as officers and/or directors of other resource exploration companies and are engaged and will continue to be engaged in the search for additional resource opportunities on their own behalf and on behalf of other companies, and situations may arise where these directors and officers will be in direct competition with Emgold. Such potential conflicts, if any, will be dealt with in accordance with the relevant provisions of British Columbia corporate and common law. In order to avoid the possible conflict of interest which may arise between the directors’ duties to Emgold and their duties to the other companies on whose boards they serve, the directors and officers of Emgold expect that participation in exploration prospects offered to the directors will be allocated among or between the various companies that they serve on the basis of prudent business judgement and the relative financial abilities and needs of such companies.

 

Competition . There is competition from other mining exploration companies with operations similar to those of the Company's. Many of the mining companies with which the Company competes have operations and financial strength many times greater than that of the Company. Such competitors could outbid the Company for such projects, equipment or personnel, or produce minerals at a lower cost which would have a negative effect on the Company’s operations and financial condition.

 

Emgold is dependent on its ability to recruit and retain key personnel. Emgold has relied on and may continue to rely upon consultants and others for exploration, development and technical expertise. The Company strongly depends on the business and technical expertise of its management and key personnel. As the Company’s operations expand additional general management and human resources will be required. It may be difficult for Emgold to continue to find and retain the services of qualified personnel.

 

Risks Relating to an Investment in the Securities of the Company

 

The Company could be deemed a Passive Foreign Investment Company, which could have negative consequences for U.S. investors. Potential investors who are U.S. taxpayers should be aware that Emgold expects to be a passive foreign investment company (“PFIC”) for the current fiscal year, appears to have been a PFIC in prior years and may also be a PFIC in subsequent years. If Emgold is a PFIC for any year during a U.S. taxpayer’s holding period, then such U.S. taxpayer generally will be required to treat any so-called “excess distribution” received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund (“QEF”) election or a mark-to-market election with respect to the shares of Emgold. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of Emgold’s net capital gain and ordinary earnings for any year in which Emgold is a PFIC, whether or not Emgold distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer’s tax basis therein. U.S. taxpayers are advised to seek the counsel of their professional tax advisors.

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The liquidity of our shares in the United States markets may be limited or more difficult to effectuate because we are a “Penny Stock” issuer. Emgold’s stock may be subject to U.S. “Penny Stock” rules, which may make the stock more difficult for U.S. shareholders to trade on the open market. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny” stocks. Penny stocks are equity securities with a price of less than $5.00 per share (other than securities that meet certain requirements, including, for example, securities registered on certain national securities exchanges provided that current prices and volume information with respect to transactions in such securities is provided by the exchange or system).

 

The Penny Stock Rules require a broker-dealer, prior to effecting a transaction in a penny stock not otherwise exempt from such rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. In addition, the Penny Stock Rules require that prior to a transaction in a penny stock not otherwise exempt from such rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. At the present market prices, Emgold’s common shares will (and in the foreseeable future are expected to continue to) fall within the definition of a penny stock. Accordingly, United States broker-dealers trading in Emgold’s shares will be subject to the Penny Stock Rules. Rather than complying with those rules, some broker-dealers may refuse to attempt to sell penny stock. As a result, shareholders and their broker-dealers in the United States may find it more difficult to sell their shares of Emgold, if a market for the shares should develop in the United States.

 

Emgold’s stock price may limit its ability to raise additional capital by issuing common shares. The low price of Emgold’s common stock also limits Emgold’s ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, Emgold’s shareholders pay transaction costs that are a higher percentage of their total share value than if Emgold’s share price were substantially higher. It may be necessary for the Company to complete a share consolidation in order to attract additional equity financing in the future.

 

The market for the Company’s stock has been subject to volume and price volatility, which could negatively affect a shareholder’s ability to buy or sell the Company’s shares. The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry as well as factors unrelated to the Company or its industry.

 

In 2007 and continuing, the U.S. credit markets began to experience serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions have continued, causing a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and venture stock markets to decline substantially. In addition, general economic indicators can affect the markets including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings. Economic factors in Europe, Asia and elsewhere around the world may cause further deterioration in economic indicators. Potential exists for interest rate increases as the U.S. deficit grows, which may further slow economic recovery.

 

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These unprecedented disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. The Company’s access to additional capital may not be available on terms acceptable to it or at all.

 

The Company’s share price is subject to reductions and downward pressures from significant potential equity dilution. A summary of Emgold’s diluted share capital is as follows: Emgold has 5,000,000 stock options outstanding (at December 31, 2016), which are exercisable at prices ranging from Cdn$0.10 to Cdn$0.15 per share which is above the current market price for the Company’s shares and makes it unlikely that the options will be exercised before expiry and acts as an upside damper on the trading range of Emgold’s shares. At December 31, 2016, there were no warrants exercisable. The resale of outstanding shares from the exercise of dilutive securities would have a depressing effect on the market for Emgold’s shares if there is a significant increase in the Company’s share price. Dilutive securities, based on the trading range of Emgold’s common shares, at December 31, 2016, include no warrants and underlying warrants and the 5,000,000 stock options above, which collectively represent approximately 3% (2015 - 10%) of Emgold’s issued shares as at December 31, 2016.

 

ITEM 4.                  INFORMATION ON THE COMPANY

 

A. History and Development of the Company

 

Emgold Mining Corporation (“Emgold” or the “Company”) was originally incorporated under the Company Act (British Columbia) as 361869 BC Ltd. on March 17, 1989. The Company’s name was changed to HLX Resources Ltd. (“HLX”) on July 19, 1989. On August 31, 1989, HLX was amalgamated with four mineral exploration companies - Eastern Mines Ltd. (incorporated March 10, 1980), Gallant Gold Mines Ltd. (incorporated January 18, 1979), Silver Sceptre Mines Ltd. (incorporated March 10, 1980) and Standard Gold Mines Ltd. (incorporated February 6, 1980). Eastern Mines Ltd., Silver Sceptre Mines Ltd. and Standard Gold Mines Ltd. originally had exploration properties in the Terrace Bay area of Ontario. Gallant Gold Mines Ltd. originally had exploration properties in the Rossland-Trail area of British Columbia. After the amalgamation, the resulting company continued to be named HLX Resources Ltd.

 

On March 30, 1992, HLX changed its name to Emperor Gold Corporation at which time a special resolution of the shareholders was passed to consolidate the common shares on a five old for one new common share basis and to increase the authorized share capital from 10,000,000 common shares without par value and 50,000,000 first preference shares without par value, to 50,000,000 common shares without par value and 50,000,000 first preference shares without par value. The Company’s memorandum and articles were amended to reflect this change. On August 12, 1997, the Company’s memorandum and articles were again amended as the Company changed its name to Emgold Mining Corporation. The name was changed due to the fact that there was an unrelated mining company with a very similar name to the Company, with offices in Vancouver, British Columbia.

 

In fiscal 2002, the Company’s share capital was increased from 100,000,000 to 550,000,000 shares without par value, divided into 500,000,000 Common Shares without par value and 50,000,000 First Preference Shares without

par value, each share having attached thereto the special rights and restrictions set out in the Articles of the Company. The Company was continued under the Business Corporations Act in British Columbia in June 2005, and the authorized share capital of the Company was changed to an unlimited number of common shares without par value and an unlimited number of first preference shares.

 

The Company is in the business of acquiring, exploring, and developing mineral properties. For many years, the Company was principally engaged in permitting and developing the I-M Project located near the City of Grass Valley (the “City”) in Nevada County, California, U.S.A. The Company originally acquired the rights to the I-M Project in August 1993. Over the next five years, significant expenditures were made on the I-M Project. An Environmental Impact Report was successfully completed to dewater and explore the Idaho-Maryland Mine and a National Pollution Discharge Elimination System Permit obtained. However, in the late 1990’s, subsequent to the BRE-X fiasco and with a decreasing gold price, it became impossible to raise capital to continue with the exploration the I-M Project. Gold prices continued to drop and the Company wrote-down the Property for a nominal carrying value of $1 in 1999. The lease option to purchase agreement on the I-M surface property and mineral rights with the BET Group was eventually dropped. Permits to dewater the mine were cancelled or expired.

 

    18
     

Emgold remained interested in the I-M Project and continued to pursue various financing alternatives. In fiscal 2002, the Company renegotiated the terms and conditions of a lease option to purchase agreement with the BET Group for certain property and mineral rights in Grass Valley. Details of expenditures relating to the Idaho-Maryland surface properties and mineral rights are included in Item 4 under “Property, Plant and Equipment” and “Idaho-Maryland Project – History of the Property”. Emgold incorporated a 100 percent owned Nevada Corporation subsidiary company, the Idaho-Maryland Mining Corporation (the “IMMC”), to hold and develop the I-M Project. Activities and expenditures related to the I-M Project are completed through this subsidiary.

 

In 2003, Emgold acquired the licensing rights to a ceramics technology called Ceramext® and changed the name of its second 100 percent owned Nevada Corporation subsidiary company, then called Holly Corporation, to Golden Bear Ceramics Company (“GBC”). Emgold recognized the potential application of the Ceramext® hot vacuum extrusion technology for the I-M Project (to eliminate the requirement for surface tailings and waste rock disposal) and as a business opportunity for processing a wide range of mineral waste materials to produce high quality recycled stone and ceramic building materials on a global basis. Emgold initiated work to commercialize the technology and to set up a research and development facility in Grass Valley, CA. GBC subsequently determined that it could produce high quality stone and ceramic building materials from mine development rock and tailings from the I-M Project or other similar operations by using equipment and technology available in the commercial market place. GBC potentially could produce stone and ceramics building products from a wide variety of siliceous waste materials and raw materials, including mine tailings, fly ash and other waste materials, that would otherwise be disposed of in landfills. Products potentially could include high-strength, low-porosity, industrial stone and ceramic building products such as, floor tile, roof tile, brick, construction materials and other industrial and commercial products. In 2009 the licence agreement with Ceramext LLC was terminated as Emgold planned to use commercially available technology, not proprietary to Ceramext, LLC, in connection with the operation of the I-M Project.

 

In 2005, Emgold commenced permitting of the I-M Project with acceptance of its Permit Applications by the City of Grass Valley, Nevada County, California (the “City”). The I-M Project is being permitted according to the California Environmental Quality Act (“CEQA”), the California Surface Mining and Reclamation Act (“SMARA”), and other applicable federal, state, and local legislation. The City has been designated to be the Lead Agency in the permitting process. The City commenced work to complete the permitting process for the Project, which was divided into three phases: Phase 1 is the Master Environmental Assessment, Phase 2 is the Initial Study and Phase 3 is the Environmental Impact Report. The City subsequently would need to approve a Conditional Use Permit for the I-M Project. Phase 1 and 2 were completed. Phase 3 was partially completed with a Draft Environmental Impact Report issued late 2008.

 

In 2007, the world’s economy started to be negatively impacted by the subprime mortgage crisis which led to the Great Recession. The Toronto Venture Exchange, where Emgold is listed, was severely impacted. Emgold was unable to raise additional funds to continue the permitting process for the I-M Project. In 2011, Emgold’s application with the City of Grass Valley was “deemed withdrawn” due to inactivity. In 2013, Emgold management allowed the Lease and Option to Purchase Agreement with the BET Group to expire. In 2016, with continued poor equity markets affecting the junior mining sector, Emgold management made the decision to sell its remaining properties in Grass Valley as real estate and focus on other assets of the Company.

 

Emgold has additional mineral properties: the Rozan Property in B.C. (fully vested), the Stewart Property in B.C. (fully vested), the Buckskin-Rawhide East Property in Nevada (fully vested), the Buckskin Rawhide West Property in Nevada (under option), and the Koegel Rawhide Property in Nevada (under option). All the Canadian properties are located in the Nelson mining district north of Ymir in south-eastern British Columbia, Canada. Nevada properties are in the Rawhide mining district near Fallon, Nevada. Emgold is advancing these properties with exploration, as funds allow, with the goal of delineating mineral resources.

 

B. Business Overview

 

General

 

Nature of Company : Emgold is a mineral exploration and mine development company with properties in the western U.S. and Canada.

 

The Company has an early stage gold and silver exploration project called the Buckskin-Rawhide East Property in Nevada, The Property has been leased to RMC who plan to conduct exploration and, if exploration is successful, potentially bring any resources discovered into commercial production at the adjacent Denton Rawhide Mine. Emgold receives an annual advance royalty payment from RMC and, if the property achieves commercial production, Emgold would receive production royalty payments. A number of exploration targets have been identified and drilled on the property but currently no NI 43-101 compliant resources have been delineated.

    19
     

 

Emgold also has two additional early stage exploration projects in Nevada called Buckskin Rawhide East and Koegel Rawhide. These properties are located near the Denton Rawhide Mine. To date, Emgold has done limited exploration on these properties but Emgold management believes there is potential for both high grade vein and bulk disseminated mineralization similar in nature to Denton Rawhide Mine.

 

Emgold has two early-stage mineral exploration projects in British Columbia that contain gold, silver, molybdenum, tungsten, and other mineralization. These properties have been drilled by a number of companies over the years, with further work being completed by Emgold since their acquisition. The properties are have potential for high grade vein, breccia pipe, porphyry, and other styles of mineralization.

 

For several years, Emgold, through its wholly-owned subsidiary IMMC was advancing the permitting process to bring the historical Idaho-Maryland Mine located in Grass Valley back into production. Poor equity markets resulting from the Great Recession and subprime mortgage crisis forced the Company to suspend work on the permitting process in 2011 and allow the Lease and Option to Purchase Agreement for certain surface properties and mineral rights associated with the I-M Project to expire in 2012. Due to continued poor equity markets, IMMC management decided to terminate the project in 2016 and sell off properties it owned in Grass Valley as real estate.

 

For several years, Emgold, through its wholly-owned subsidiary, GBC, was developing a process to convert mineral wastes and other siliceous materials to stone and ceramic building products. Emgold originally intended to apply this process as a method to deal with development rock and mine tailings from the I-M Project and to eliminate the need for surface tailings impoundments and waste dumps associated with a traditional gold mine. Emgold successfully developed the process to a pilot plant stage using commercially available equipment. Poor equity markets resulting from the Great Recession and subprime mortgage crisis forced the Company to suspend work on commercializing the process in 2009 and the Company attempted to spin of GBC to be independent of Emgold and the I-M Project. However, due to continued poor equity markets, IMMC management decided to write off its investment in GBC in 2016 and dissolve the GBC subsidiary. The GBC subsidiary was dissolved in 2016.

 

Emgold management is currently evaluating a number of properties that are available in the current poor equity markets with the goal of replacing the I-M Project, subject to obtaining the necessary financing to acquire and advance any acquisition.

 

 

(i) Principal Markets : Not Applicable.

 

(ii) Seasonality : Not Applicable.

 

(iii) Raw Materials : Not Applicable.

 

(iv) Marketing Channels : Not Applicable.

 

(v) Dependence : Not Applicable.

 

(vi) Competitive Position : Not Applicable.

 

    20
     

 

 

(vii) Material Effect of Government Regulation : The Company’s exploration activities and its potential mining and processing operations are subject to various laws governing land use, the protection of the environment, prospecting, development, production, contractor availability, commodity prices, exports, taxes, labour standards, occupational safety and health, waste disposal, toxic substances, mine safety and other matters. The Company believes it is in substantial compliance with all material laws and regulations that currently apply to its activities. There is no assurance that the Company will be able to obtain all permits required for exploration, any future development and construction of mining facilities and conduct of mining operations on reasonable terms or that new legislation or modifications to existing legislation would not have an adverse effect on any exploration or mining project which the Company might undertake.

 

    21
     

 

Idaho-Maryland Mining Corporation

 

For many years, the Company, through its 100% owned Nevada registered subsidiary Idaho-Maryland Mining Corporation, was seeking to reopen the historical Idaho-Maryland Mine (also referred to in this Annual Report as “I-M Project”, or the “Idaho-Maryland”), in accordance with all applicable federal, state, and local laws and regulations. The Company formally applied to the City of Grass Valley (“City”) for the CMUP on February 9, 2005, and the Project Applications were received as substantially complete on May 24, 2005. Following this, the City completed Phase 1 of the permitting process to obtain the CMUP with included completion of a Master Environmental Assessment (“MEA”) in June 2006. Phase 2 was the Notice of Preparation and Initial Study (“NOP” and “IS”), which was completed on January 8, 2008. The Company then made modifications and clarifications and completed a 2007 Revised Project Applications, which was accepted by the City in May 2007.

 

Phase 3, the preparation of an Environmental Impact Report (“EIR”), was commenced by the City in June 2008. A Draft EIR was completed in October, 2008. The public hearings related to the Draft EIR were completed in January 2009. The Draft EIR was positive, with air quality identified as the only concern that could not be successfully mitigated due to the fact that Nevada County is a non-attainment area for ozone related gases due to ozone blowing into the Sierra Foothills from the Bay and Sacramento area several days during the year. The Company’s internal review of the Draft EIR concluded that the City and its consultants had failed to analyze the cleanup of historic tailings on the Idaho-Maryland site and this failure would require a revised Draft EIR and recirculation for public comment. After meeting with various public agencies in the first half of 2009 and knowing that re-circulation would be required, the Company elected to make several improvements to the I-M Project based on its internal review of the Draft EIR and analysis of public comment.

 

The Company’s 2011 Revised Project Application was accepted by the City in May 2011. The City then completed a competitive bid process in November 2011 and elected to retain a new consultant to complete the EIR process. With a budget, scope, and schedule now available to complete Phase 3 of the permitting process, the Company requested 90 days to complete financing activities to allow it to move forward with the permitting process. The Company indicated it might take longer than 90 days to complete financing, given the poor equity markets. At the end of the 90 days, the Company updated the City, explaining the continuing poor equity markets, and asked for another 90 days to obtain financing. The City elected to give the Company 180 days, or until September 10, 2012 or the Company’s applications would be “deemed withdrawn” and would have to be resubmitted when the Company had sufficient funds in place. On September 7, 2012, with worsening equity markets, the Company put out a press release and notified the City that the applications would be deemed withdrawn.

 

The Company had a mining lease and option to purchase agreement (the “BET Agreement”) for the I-M Project that was originally signed in 2003 and had a five-year term. The BET Agreement covers the lease and purchase of approximately 2,750 acres of mineral rights and 91 acres of surface rights associated with the Idaho-Maryland Project. The BET Agreement had been extended three times to date, with the last extension from February 1, 2011, for an additional two years to February 1, 2013. Lease payments during the extension period were $30,000 per quarter. The Company had the ability to exercise the purchase option of the BET Agreement at any time while the option agreement remains in good standing. At December 31, 2012, the Company was in compliance with all the terms of the BET Agreement. However, on February 1, 2013, the BET Agreement expired as announced by press release dated 01 February, 2013.

 

Under a previous lease agreement extension, Emgold was to make quarterly option payments of $30,000 beginning on February 1, 2009, until January 31, 2010. For the period from February 1, 2010, to January 31, 2011, the quarterly option payments were to increase to $60,000 per quarter. The BET Group agreed to defer 50 percent of the quarterly lease payment for 2010, amounting to $30,000 per quarter. The amount of the deferral, totaling $120,000, was added to the purchase price of the property and mineral rights, the first installment of which was to become due on February 1, 2013 under the third lease extension, in the event that the Company exercises its option to purchase the I-M Property. The deferral of $120,000 was subject to interest calculated at 5.25% compounded annually. In 2013, when the lease agreement expired so did the requirement to pay the deferred quarterly payment because the option to purchase was not exercised.

 

Over the years, IMMC had acquired several properties and some mineral rights in Grass Valley, in addition to property it controlled under the BET Agreement. IMMC acquired 53 acres of surface properties and subsurface mineral rights of 70% of the Dana-Christopher Columbus patented mining claims and 100% of the Golden Gate West and Golden Gate East subsurface patented mining claims, totalling about 30 acres. These mineral rights are contiguous to the BET mineral rights and consist of only subsurface mineral rights.

 

    22
     

On September 3, 2013, Emgold announced it had sold 18 acres of non-core land in Grass Valley through a real estate transaction for proceeds of $450,000. In 2016, due to continuing poor equity markets, Emgold management made the decision to sell its remaining real estate in Grass Valley. On March 21, 2016, Emgold announced it had sold 27 acres of land as a real estate transaction for proceeds of $350,000. Emgold has one remaining property for sale in Grass Valley, totalling 7 acres that is listed for $179,000.

 

Emgold management is searching for other acquisition opportunities, primarily in Nevada, to replace the I-M Project. Should financing be obtained and such an acquisition be made, IMMC may be used as a subsidiary to hold this acquisition and the subsidiary would likely undergo a name change.

 

Emgold (US) Corporation

 

Emgold (US) Corporation is a 100% owned Nevada registered subsidiary of Emgold Mining Corporation. It holds Emgold’s Nevada properties as assets.

 

Golden Bear Ceramics Company

 

Emgold, through its formerly 100% owned Nevada registered GBC, had developed a recycling technology because of its potential to provide a tailings management strategy for the I-M Project while contributing a significant revenue stream to the mine. The Company believed there was a global business opportunity to process a wide range of siliceous waste and naturally occurring materials to produce high quality stone and ceramic building materials. The recycled stone and ceramics technology has been demonstrated on a laboratory and pilot plant basis. It has been possible to perform forming operations on a wide variety of silicate materials at elevated temperatures. Stone and ceramic materials of high quality, strength, and very low porosity were been produced. The process production volume was not yet been scaled up and therefore cannot be considered commercialized. The Company had determined that the use of commercially available equipment should enable GBC to readily manufacture 100 percent recycled “green” stone and ceramic building products from mineral wastes. These materials will qualify for Leadership in Energy and Environmental Design (“LEED”) credits.

 

When the I-M Project was put on hold, the Company attempted to finance GBC and its recycled stone and ceramics processing facility separately from Emgold, to allow GBC to pursue opportunities for growth on a global basis and construct a series of production plants not associated with the I-M Project. However, the potential to commercialize this technology was negatively impacted by the Great Recession and subprime mortgage crisis – which in turn negatively impacted the building products industries.

 

In 2016, Emgold made the decision to write off its investment in GBC and dissolve the subsidiary to allow the Company to focus on its other assets. GBC was dissolved in 2016.

 

C.       Organizational Structure

 

At the commencement of 2016, the Company had three direct and indirect wholly owned subsidiaries, Idaho-Maryland Mining Corporation (formerly Emperor Gold (U.S.) Corp.), Golden Bear Ceramics Company (“GBC”)(formerly Holly Corporation (U.S.)) and Emgold (U.S.) Corporation (“Emgold US”), all incorporated in the State of Nevada. Unless the context otherwise requires, references herein to the “Company” or “Emgold” include the subsidiaries of the Company. Emgold U.S. held the GBC subsidiary. Emgold made the decision to write off its investment in GBC and dissolved the subsidiary in 2016.

 

D.       Property, Plant and Equipment

 

The Company has mineral exploration interests in six properties: the Buckskin-Rawhide East Property (Nevada), the Buckskin Rawhide West Property (Nevada), the Koegel Rawhide Property (Nevada), the Stewart Property (British Columbia), the Rozan Property (British Columbia), and certain real estate and mineral rights that were part of the I-M Project (California).

 

None of the Company’s projects has known reserves, and all proposed programs are exploratory in nature.

 

    23
     

 

 

Buckskin Rawhide East Property, Nevada

 

Property Location and Geology

The Buckskin Rawhide East Property is adjacent to the Rawhide Mining LLC’s operating Denton Rawhide Mine about 40 miles southeast of Fallon, Nevada. The Denton Rawhide Mine was owned and operated by Kennecott Minerals Company (“Kennecott”) from 1988 to 2009. In 2010, it was acquired by RMC. They continued to produce gold from historic heap leach pads remaining after Kennecott ceased mining activity in 2003 due to low metal prices. In 2012, RMC resumed mining activities at Denton Rawhide Mine to take advantage of today’s high metal prices. Historically, the Denton Rawhide Mine is reported to have produced 1.7 million ounces of gold and 14.1 million ounces of silver from 1990 to 2014 (Nevada Bureau of Mines and Geology Special Publication MI-2014). The Denton Rawhide Mine abuts the Buckskin Rawhide East Property on the east and south.

 

The Buckskin Rawhide East Property is also adjacent to the Regent Property. The Regent Property was acquired by RMC in 2012 from Pilot Gold Corporation. The Regent Property was previously explored and drilled by Kennecott in the 1990’s and by Pilot in 2011. The Regent Property abuts the Buckskin Rawhide East Property on the north and on the west.

 

The Buckskin Rawhide East Property is a volcanic-hosted, structurally controlled, epithermal gold-silver target situated in the Walker Lane gold belt of western Nevada. The Walker Lane is a regional shear zone and known gold trend that has hosted large and small historic and recent gold-silver mines in western Nevada, including mines of the Comstock Lode, Tonopah District and Rawhide District. From 1981 through 2009, mines located in Mineral County that were situated in the Walker Lane gold trend have produced 2,800,448 ounces of gold and 56,112,442 ounces of silver (Muntean, 2010). The Property has potential for both high grade gold and silver vein targets and low grade bulk disseminated gold and silver targets.

 

Property Ownership

The Buckskin Rawhide East Property consists of 52 unpatented mineral claims. Forty-six of the claims were originally part of a Lease and Option to Purchase Agreement with Nevada Sunrise LLC that was signed by the Company in 2010. Emgold subsequently staked six additional claims in 2011. In 2012, Emgold signed an Option Agreement to acquire 100% interest in the 46 claims that were part of the Lease and Option to Purchase Agreement and subsequently acquired them through a series of transactions with the underlying property owners between 2012 and 2014. In 2014, Emgold leased the 52 claims making up the Buckskin Rawhide East Property to RMC. The main terms of the lease agreement are:

  1. The Lease Term is 20 years (start date of 01 June 2013).
  2. Advance royalty payments will be $10,000 per year, paid by RMC to Emgold, with the first payment due at signing and subsequent payments due on the anniversary of the Lease Agreement.
  3. During the Lease Term, RMC will make all underlying claim fees to keep the claims in good standing.
  4. RMC will conduct a minimum of US$250,000 in exploration activities by the end of Year 1.
  5. RMC will conduct an additional minimum of US$250,000 in exploration activities by the end of Year 3, for a total of US$500,000 in exploration activities by the end of Year 3.
  6. RMC will have the option of earning a 100% interest in the Property by bringing it into commercial production.
  7. Upon bringing the property into commercial production, RMC will make "Bonus Payments" to Emgold. Bonus Payments will be US$15 per ounce of gold when the price of gold ranges between US$1,200 per ounce and US$1,799 per ounce. If the price of gold exceeds US$1,800 per ounce, the Bonus Payment will increase to US$20 per ounce
8. After meeting its exploration requirements, should RMC subsequently elect to drop the Property or decide not to advance it, the Property will be returned to Emgold. Should Emgold subsequently advance the Property into production, RMC shall then be entitled to the same type of Bonus Payments as contemplated in 7 above.

Under the terms of the lease agreement, RMC was required complete $500,000 in exploration related expenditures on the property by 31 May 2016. As of that date, $325,000 in exploration related expenditures had been completed by RMC. On 01 June 2016, Emgold announced that Emgold and RMC had mutually agreed to amend the original lease agreement and that RMC would pay Emgold the remaining $175,000 in exploration related expenditures as cash payments to Emgold, in seven quarterly payments of $25,000, starting on 01 June 2016.

 

Exploration Activity

The Buckskin Rawhide East Property was previously explored and drilled by Kennecott Minerals. Historic RC drilling on the property in the 1980’s and 1990’s totalled 113 holes and 53,370 feet. Results indicated the potential for high grade mineralized gold/silver veins and bulk minable disseminated gold/silver zones.

    24
     

 

In 2010, Emgold completed rock chip sampling and grab sampling of the Black Eagle vein area of the Buckskin Rawhide Property. Sampling results were announced in Emgold’s January 12, 2011 news release and included very high grade chip samples, including the best sample averaging 9.00 ounces per ton gold and 17.58 ounces per ton silver. A high-grade mineralized shoot was delineated in the Black eagle vein, about 300 feet in strike length.

 

In 2011, Emgold continued sampling of the Black Eagle Fault. The Company expanded the Buckskin Rawhide East Property by staking 6 claims totalling 120 acres. The Company also announced initial results of surface sampling of the Chicago Mountain area. A bulk disseminated gold exploration target, called the Chicago Mountain Bulk Disseminated Target, was identified being approximately 4,000 feet long by 400 feet wide. A total of 105 historic grab samples in the target area averaged 0.04 ounces per ton gold. Emgold has taken 15 samples in this target area to date, with average grades of 0.02 ounces per ton gold. Ten reverse circulation drill holes were drilled by Kennecott historically in the mineralized area, with the average grade of mineralization in the holes being 0.008 ounces per ton gold and mineralization to a depth of 165 feet (and open to expansion at depth).

 

In 2012, Emgold continued sampling, mapping, and analysis of historic and Company sampling at Buckskin Rawhide East Property to further delineate the Black Eagle and Chicago Mountain Zones. On 30 January 2012, Emgold announced results of continuing surface exploration on two previously identified exploration targets, the Black Eagle High Grade Vein Target and the Chicago Mountain Bulk Disseminated Target. Samples were also taken along the Black Eagle Fault (which contained the Black Eagle High Grade Vein Target) and a new fault that was discovered by geological mapping.

In 2013, RMC conducted exploration drilling on the Buckskin Rawhide East Property (22 holes totalling 7,100 feet).

Buckskin Rawhide West Property, Nevada

 

Property Location and Geology

The Buckskin Rawhide West Property is an early stage gold/silver exploration property located west of the Buckskin Rawhide East Property and Denton Rawhide Mine, and south of the Regent Property. The Buckskin Rawhide West Property is situated within the Walker Lane structural zone and gold belt of western Nevada. The Walker Lane is a regional shear zone of right lateral strike slip faulting and a known gold trend that hosts large and small historic and currently operating gold-silver mines, including mines of the Comstock Lode, Tonopah Mining District and Rawhide Mining District.

 

The geology and mineralization on the Property are associated with lithologic units and structures of the Rawhide volcanic centre, as well as structures from the Walker Lane and Basin and Range. The Property has potential for both high grade gold and silver vein targets and low grade bulk disseminated gold and silver targets.

 

Property Ownership

The Company has a lease and option to purchase agreement with Jeremy Wire, an individual, for 21 unpatented mining claims at Buckskin Rawhide West. The terms of this agreement were disclosed in an Emgold news release dated 24 January 2012. Emgold has agreed to lease the Property from Jeremy Wire subject to the following payments:

 

Terms of Lease Agreement with J. Wire

Buckskin Rawhide West

Year  

Advance Royalty

Payment

2012 $ 10,000 (1)
2013 $ 10,000 (2)
2014 $ 10,000 (2)
2015 $ 20,000 (3)
2016 $ 30,000 (3)
2017 $ 30,000 (3)
2018 $ 30,000 (3)

Notes:

(1) An initial lease payment paid 50% in cash and 50% in Emgold common shares.

(2) Lease payments may be paid in cash or Emgold common shares, at the discretion of Emgold.

(3) Lease payments may be paid in cash or Emgold common shares, at the discretion of the Lessor. Shares will be issued at "market value" which means the volume weighted closing price of the shares on the TSX Venture Exchange or the most senior stock exchange or quotation system on which the shares are then listed or quoted for fifteen (15) trading days ending on the date that is five (5) business days before the applicable payment.

    25
     

 

During the lease period, Emgold may conduct exploration and, if warranted, complete a NI 43-101 Technical Report on the Property. On making the above payments, Emgold will acquire 100% ownership of the Property. In the event that commercial production occurs, Mr. Wire will be entitled to a two percent Net Smelter Royalty on production from the Property. Emgold will retain the right to purchase this royalty for $1 million, less any advance royalty payments already made.

 

Exploration Activity

Minimal exploration has been done on the Property to date and the acquisition of the Property was initially done because of its strategic location to the Denton Rawhide Mine, the Regent Property, and the Buckskin Rawhide East Property.

 

Koegel Rawhide Property, Nevada

 

Property Location and Geology

The Koegel Rawhide Property is an early stage gold/silver exploration property located about four miles south of the Denton Rawhide Mine, a gold/silver mine that is owned and operated by Rawhide Mining LLC. The Property has potential for both high grade gold and silver vein targets and low grade bulk disseminated gold and silver targets.

 

The Koegel Rawhide Property is situated within the Walker Lane structural zone and gold belt of western Nevada. The Walker Lane is a regional shear zone of right lateral strike slip faulting and a known gold trend that hosts large and small historic and currently operating gold-silver mines, including mines of the Comstock Lode, Tonopah Mining District and Rawhide Mining District. The geology and mineralization on the Property are associated with lithologic units and structures of the Rawhide volcanic centre, as well as structures from the Walker Lane and Basin and Range.

 

Property Ownership

Emgold’s has a lease and option to purchase agreement with Jeremy Wire, an individual, for 19 unpatented mining claims at Koegel Rawhide. The terms of this agreement were disclosed in an Emgold news release dated 06 February 2012. Emgold has agreed to lease the Property from Jeremy Wire subject to the following payments:

 

Terms of Lease Agreement with J. Wire

Koegel Rawhide

Year  

Advance Royalty

Payment

2012 $ 10,000 (1)
2013 $ 10,000 (2)
2014 $ 10,000 (2)
2015 $ 20,000 (3)
2016 $ 30,000 (3)
2017 $ 30,000 (3)
2018 $ 30,000 (3)

 

Notes:

(1) An initial lease payment paid 50% in cash and 50% in Emgold common shares.

(2) Lease payments may be paid in cash or Emgold common shares, at the discretion of Emgold.

(3) Lease payments may be paid in cash or Emgold common shares, at the discretion of the Lessor. Shares will be issued at "market value" which means the volume weighted closing price of the shares on the TSX Venture Exchange or the most senior stock exchange or quotation system on which the shares are then listed or quoted for fifteen (15) trading days ending on the date that is five (5) business days before the applicable payment.

 

During the lease period, Emgold may conduct exploration and, if warranted, complete a NI 43-101 Technical Report on the Property. On making the above payments, Emgold will acquire 100% ownership of the Property. In the event that commercial production occurs, Mr. Wire will be entitled to a two percent Net Smelter Royalty on production from the Property. Emgold will retain the right to purchase this royalty for $1 million, less any advance royalty payments already made.

    26
     

 

Emgold subsequently has staked 17 additional unpatented mining claims (see 15 February 2012 press release) increasing the size of the Koegel Rawhide Property to 36 unpatented mineral claims totalling 720 acres.

 

Exploration Activity

Geologic mapping by Charles P. Watson, a consulting geologist, in the years 1991-1992, indicated the Property is covered mostly by Tertiary (Pliocene) age intermediate volcanic rocks including andesitic tuff breccias, sills and dikes. The volcanic units have been folded into minor anticlines and faulted. Faults of several orientations occur on the Property with north, northwest and northeast trends. Hydrothermal alteration (clay and silica) is present and is associated with structures and mineralization.

 

Gold and silver mineralization is present at Koegel Rawhide, based on historic randomly spaced surface sampling. A total of 464 samples were taken in geologically derived locations by consulting geologist Charles P. Watson in the years 1991-1992. The results of the historic grab samples ranged from non-detectable to 2 ounces per ton gold, and from non-detectable to 11 ounces per ton silver. The methods and quality control from the historic sampling are unknown and cannot be verified under NI 43-101, but the results are considered reliable for exploration purposes.

 

In 27 February and 28 March 2012 press releases, Emgold announced results of due diligence soil and rock chip sampling and analysis of historic soil and rock chip sampling at Koegel Rawhide. The Company identified a high grade vein target called T-10 with this sampling. Potential exists for both high grade vein and bulk disseminated gold and silver targets on the Property.

 

 

Stewart Property, British Columbia

 

Property Location and Geology

The Stewart Property is an early stage poly-metallic exploration property located near the town of Ymir in south-eastern British Columbia. The Property consists of 28 mineral tenures totalling 5,789 hectares (15,305 acres). The Property is located in the Nelson Mining District and is a large regional geologic trend of gold, silver, molybdenum, tungsten, copper, and other mineralization.

 

The Stewart Property contains a number of gold, molybdenum, tungsten and silver-lead-zinc prospects that have been discovered by historic and recent exploration activity. The Property has been assessed by various operators since 1940's exploring for various types of mineralization. A significant amount of historic data is available from those programs for use in guiding current exploration efforts.

 

Exploration, to date, has included geological mapping, geochemical sampling, geophysics, trenching, and diamond drilling. This work has identified five key exploration targets. The targets include:

  1. The Stewart Moly Zone
  2. The Arrow Tungsten Zone
  3. The Craigtown Creek Gold Zone
  4. The Stewart Creek Gold Zone
  5. The Free Silver Zone

 

 

Property Ownership

Pursuant to an option agreement entered into in 2001 and completed in 2008, the Company acquired a 100% right, title and interest in and to the Stewart Property by making payments totalling Cdn$104,000 and issuing 260,000 common shares, subject only to a 3% NSR payable to the optionors. The Company has the right to purchase 66⅔% of the NSR for the sum of Cdn$1,000,000 and has the first right of refusal to purchase the remaining 33⅓%.

 

    27
     

 

Exploration Activity

The Stewart Property has been subject to an exploration activity by numerous companies over the years, many focusing on different metals. In 2001 Emgold conducted soil geochemistry sampling to verify prior historic work. In 2003 Emgold added airborne geophysics (magnetics, resistivity, and electromagnetics). In 2004, Emgold completed a 6 hold drill program (1530 meters or 5,108 feet) in the Craigtown Creek Gold Zone, resulting in several gold intersections. In 2005 Emgold completed a 5-hole diamond drill program (404.5 meters or 1,327 feet) in the Stewart Moly Zone, including twinning of historic holes. Both high grade and low grade molybdenum mineralization was intersected. In 2007, Emgold completed 28 trenches and 30 diamond drill holes (3,338 meters or 10,950 feet of drilling) focused on the Arrow Tungsten Zone. Both high and low grade tungsten mineralization was encountered. In 2011, The Company drilled 19 diamond drill holes (2,526 meters or 8,287 feet) focussed on the Stewart Moly Zone. The drilling focused on the Stewart Moly Zone with the goal of defining and expanding the Zone. Both high grade and low grade molybdenum mineralization was identified, with the presence of potential by-product metals gold and rhenium.

 

In 2012, the Company drilled 11 diamond drill holds (1,445 meters or 4,739 feet) of NQ size core. The drilling focused on the Stewart Creek Gold Zone, the Free Silver Zone, and the Stewart Moly Zone. Gold was intersected in the Stewart Creek Gold Zone, resulting in the discovery of a new gold exploration target. Low grade lead and zinc mineralization was encountered in drilling in the Free Silver Zone, warranting additional future work. The Stewart Moly Zone was extended to depth.

 

Since, the Company did not have any substantive expenditure in the past three years, there are no current exploration plans for this property, and the property is safely held to January 2023 without additional work. An impairment loss of $208,718 was recognized in 2015 in the consolidated statement of comprehensive loss bringing the carrying value to $1.

 

Rozan Gold Property, British Columbia

 

Property Location and Geology

The Rozan Property is an early stage poly-metallic exploration property located near the town of Nelson, in south-eastern British Columbia. William Rozan staked the area in 1928 and operated a small scale high grade gold mining operation on the Property until the early 1970's. The Property consists of 32 mineral tenures covering an area of 1,950 hectares (4,819 acres). The Property is located in the Nelson Mining District and is a large regional geologic trend of gold, silver, molybdenum, tungsten, copper, and other mineralization.

 

Exploration, to date, has included geological mapping, geochemical sampling, geophysics, trenching, and diamond drilling. This work has identified 10 exploration targets to date, of which only two have been tested. Three of these targets called the Main Vein Zone, Sheeted Vein Zone, and West Vein Zone have had some initial diamond drilling completed on them with several gold intersections.

 

Property Ownership

In 2000 the Company acquired 100% of the rights to the Rozan Property, a prospect located south of the community of Nelson in the Red Mountain area of southeastern British Columbia. The Company earned its interest in the Property by making stepped payments totalling Cdn$100,000 and issuing 200,000 common shares. In fiscal 2006 the claims were transferred to the Company. The Property is subject to a 3% NSR. The Company has the right to purchase 2/3 of the NSR for the sum of Cdn$1,000,000 and has the first right of refusal to purchase the remaining 1/3. Currently the Property consists of 32 mineral claims totalling 1,950 acres.

 

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In December 2010, the Company entered into a Lease and Option to Purchase Agreement (the “Agreement”) with Valterra Resource Corporation (“Valterra”). The Agreement called for cumulative work commitments of $1,000,000 over five years, with a commitment of $50,000 in 2010, $200,000 in 2011, and $250,000 in each of years 3 to 5. The term of the Agreement was for a period of 5 years, with property payments of cash, common shares and five-year warrants to be made by Valterra to the Company during the lease as follows:

 

Terms of Option Agreement with Valterra Resources


Period
Cdn$ Shares 5 Year Warrants

 

Signing

Nil 50,000 50,000
Year 1 $30,000 50,000 50,000
Year 2 $30,000 50,000 50,000
Year 3 $40,000 50,000 50,000
Year 4 $40,000 50,000 50,000
Year 5 $60,000 100,000 100,000
Total $200,000 350,000 350,000

 

Upon completion of the lease payments and work commitments, Valterra would have acquired the Rozan Property, subject to an underlying NSR. Valterra was to use its best efforts to complete a NI 43-101 resource estimate for the Property by Year 5, subject to results obtained from exploration and development work.

 

In January 2011, Emgold and Valterra agreed to an amendment to the agreement whereby Valterra requested, and Emgold agreed, to accept securities of Valterra in satisfaction of the Year 1 cash payment of Cdn$30,000. In February 2011 Emgold received the shares and warrants as specified in the agreement, and 600,000 units of Valterra in satisfaction of the Cdn$30,000 cash payment. One unit of Valterra is comprised of one common share of Valterra and one warrant to acquire one additional share at an exercise price of Cdn$0.10 per share for a period of 24 months from the date of issue.

 

In January 2012, The Rozan Property was returned to Emgold’s ownership when Valterra was unable to meet its work commitments for 2011.

 

Exploration Activity

An initial work program on the Rozan Property was completed in fiscal 2000, and exploration programs required for assessment purposes and under the terms of the option agreement have been completed each year. In 2000, Emgold collected 169 soil samples and 19 rock chip samples, conducted a magnetometer geophysical survey and diamond drilled two BQ size holes to test a granodiorite ridge hosting sheeted stockwork veining and a second hole to test the Main Vein.

 

In 2003, Emgold retained Furgo Airborne Surveys Corp. who flew 161 line kilometres along NE-SW oriented flight lines using a DIGHEM V EM-MAG geophysical system to cover the Rozan Property. The survey identified 167 anomalies, with 88 traceable to discrete bedrock sources often indicative of conductive sulphides and several discrete weak conductors where located.

 

During 2004, the Company completed follow up soil sampling over the airborne anomalies. A total of 333 soil samples and 9 rock samples were collected. Several correlations were discovered between areas of anomalous magnetic and electromagnetic features, areas of mineralized veining, and alteration mapped during prospecting, as well as with gold-in-soil geochemical anomalies.

 

During 2007, a single drill hole of 107.29 meters (352 feet) in length was completed on the Property. This drill hole was designed to test the northern strike extension to the gold-bearing Rozan Main Vein. Further testing along the Main Vein, and within the stock work mineralized zone to the east was postponed due to weather limitations.

 

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In fiscal 2009, the Property was optioned to Valterra. In 2010 and 2011, Valterra conducted topographical and geophysical compilation studies and re-logged, resampled and catalogued the historic drill core. In 2011, all previous soil sampling campaigns on the Property were digitally compiled into a single database (1,637 samples) by Valterra and tied to corrected UTM, NAD83 co-ordinates based on available grid stations identified/found from the old grid. The historic soil geochemical data was scanned and optically recognized using analytical certificates from assessment and company reports. Valterra conducted geological mapping (approximately two square kilometres) which indicated that the Jurassic aged Nelson Intrusions consisting of granodiorite and porphyritic diorite extend further north than previously thought, expanding the potential for further precious and base mineralization within and adjacent to the intrusives and Elise Formation mafic to intermediate tuffaceous rocks. The mapping also discovered that the Mount Verde fault consists of an approximately 200 meter (656 foot) wide breccia zone with local zones of extensive shearing. Coincident with the Mount Verde fault is spotty but strongly anomalous gold and molybdenum in soils. Also in 2011, Valterra conducted soil sampling comprising approximately 150 samples, to infill a gap in the historic soil sampling coverage and to expand the soil survey to the north. Results of the 2011 soil sampling compiled with previous soil samples has defined an area 1.8 by 1.6 kilometers (1.1 by 1.0 miles) in size with several gold anomalies based on a 55 part per billion gold grade contour. The gold in soil anomaly appears to have two preferential orientations being NW-SE and NE-SW. The northwest orientation is related to the contact between Elise Formation tuffaceous rocks to the west and granodiorite to the east. Gold values in soils ranged from 0.300 to 2.625 parts per billion. Mapping was completed for gold, arsenic, molybdenum, iron, tungsten and manganese. Assaying was done by Acme Labs of Vancouver, an independent laboratory, following standard laboratory procedures, with standard quality control measures (Payne, C., 2011).

 

A total of 10 gold anomalies were identified by Valterra in 2011. A NW-SE trending gold soil anomaly (Target A) extends for some 1.8 kilometers (1.1 miles) and is up to 200 meters (656 feet) wide (true width is unknown). Along the surface trace of the Mount Verde fault there is a strong anomaly (Target B) identified by gold, tungsten, arsenic, and manganese in the soils. The remaining gold soil anomalies are generally NE-SW oriented and are considered related to high grade or sheeted quartz vein gold mineralization (most of which remain unexplained) on the Property.

 

Of the NE ‘trends’, three targets C, D and G appear to be the most significant. Targets C and D are two sub-parallel NE trending gold in soil anomalies located within granodiorite and may suggest that the seeted quartz vein system located at the NE end of the soil anomalies extends some 500 meters (1,640 feet) further to the SW. Trend G appears to originate at the historic Rozan workings and extends some 450 meters (1,476 feet) to the SW.

 

In 2012, Emgold completed 1,495 meters (4,903 feet) of diamond drilling consisting of 15 holes. Five holes tested the Main Vein Zone. Three holes tested the Sheeted Vein Zone. Five holes tested the West Vein Zone. Two holes tested an area north of the Sheeted Vein Zone.

 

Since, the Company did not have any substantive expenditure in the past three years, there are no current exploration plans for this property, and the property is safely held until March 2023 without additional work. An impairment loss of $49,224 was recognized in 2015 in the consolidated statement of comprehensive loss bringing the carrying value to $1.

 

Idaho-Maryland Project, California

 

Property Location and Geology

The I-M Project is located 1.5 miles east of downtown Grass Valley, Nevada County, within the State of California. The I-M Project is within the area of influence of the city of Grass Valley as defined in their 2020 General Plan. Both Grass Valley and Nevada City are Sierra Nevada foothill communities located approximately 20 miles north of Auburn and approximately 55 miles northeast of Sacramento. Highway 49 and Highway 20 connect the Grass Valley/Nevada City area regionally.

 

The historic Idaho-Maryland Mine was originally discovered in 1851. It was in production from 1862 through 1956 and was the second largest historical underground gold producer in California. Total recorded production was 2,383,000 ounces of gold from 5,546,000 short tons for a recovered grade of 0.43 ounces of gold per short ton. The Idaho-Maryland Mine is located adjacent to the historic Empire Mine, the largest historical underground producer in California, reportedly producing 5.8 million ounces of gold. It was Newmont Mining Corporation’s first operating mine and Newmont maintains the mineral rights to the property. Within a three mile radius of the Idaho-Maryland Mine, the historic mines in the Grass Valley District produced a reported 13 million ounces of gold. Including placer gold, the Grass Valley District is reported to have produced 17 million ounces of gold.

 

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The I-M Project and the Grass Valley Mining District are situated in the northern portion of the Sierra Nevada Foothills Gold Belt, a geographic area containing many historic gold mines. This belt averages 50 miles in width and extends for 320 miles in a north-northwest orientation along the western slope of the Sierra Nevada range. The location of the Sierra Nevada Foothills Gold Belt coincides closely with a zone of metamorphic rocks and regional faults known as the outcrop area of the Sierra Nevada Foothills Metamorphic Belt. The deposit is mesothermal.

 

Property Ownership

In fiscal 2002, the Company negotiated a lease and option to purchase agreement with the BET Group for the main Idaho-Maryland mineral rights (2,750 acres) and certain surface properties in rights 9 the Grass Valley Mining District, California. This was called the BET Agreement. The initial term of the BET Agreement was five years, commencing on June 1, 2002, and ending on May 31, 2007. The BET Agreement was subsequently extended three times, ultimately to February 2, 2013.

 

In 2004, the Company acquired approximately 45 acres of land, locally called the Lausman Property. In 2009, the Company acquired 7.13 acres of land, locally called the Round Hole Property, in Grass Valley, California.

 

In fiscal 2005 the Company acquired subsurface mineral rights of 70% of the Dana-Christopher Columbus patented mining claims and 100% of the Golden Gate West and Golden Gate East subsurface patented mining claims, totalling about 30 acres

 

The I-M Project, at year end 2012, comprised approximately 2,800 acres of subsurface mineral rights and 128 acres of surface rights. The surface rights were centered around three of the historic mine shafts at the properties. The properties comprised the 84 acre Idaho-Maryland site (including the 28 acre Lausman Property), the 37 acre New Brunswick site, and the 7 acre Round Hole site. The mineral rights are severed from the surface rights at variable depths from surface, with all mineral rights being contiguous below 200 ft from surface. Most of the Property was located in the City of Grass Valley, but the New Brunswick Property is located in Nevada County adjacent to the City.

 

In February 2013, due to poor equity market conditions, the BET Agreement was allowed to expire and Emgold no longer controlled the main surface rights or mineral rights associated with the I-M Project. In 2013, the Company elected to sell 18 acres of the 45 acre Lausman Property as a real estate transaction for gross proceeds of $450,000. In 2016, with continuing poor equity markets, Emgold management elected to divest of its remaining properties in Grass Valley as real estate transactions. On 15 March 2016, the Company sold the remaining 27 acres of the 45 acre Lausman Property as a real estate transaction for gross proceeds of $350,000.

 

At this point in time, the Company’s remaining interests in Grass Valley include the Round Hole Property for sale at an asking price of $179,000 and its interest in the Dana-Christopher Columbus and Golden Gate East and West mining claims.

 

Exploration and Permitting Activity

The Company originally leased properties that made up the core of the I-M Project from the BET Group in 1993. The Company completed engineering and technical work, baseline studies and an Environmental Impact Report in 1996 and obtained Conditional Use Permit and NPDES Permit to dewater and explore the mine in 1997. Unfortunately, the BRE-X fiasco impacted the mining industry in 1997 and subsequently many world banks sold of their gold reserves driving the price of gold below $300 per ounce. Financing opportunity collapsed for the junior mining industry and Emgold was forced to abandon the Idaho-Maryland Project.

 

In 2003, Emgold released the core properties of the I-M Project from the BET Group. The Company formally applied to the City of Grass Valley (“City”) for the CMUP on February 9, 2005, and the Project Applications were received as substantially complete on May 24, 2005. Following this, the City completed Phase 1 of the permitting process to obtain the CMUP with included completion of a Master Environmental Assessment (“MEA”) in June 2006. Phase 2 was the Notice of Preparation and Initial Study (“NOP” and “IS”), which was completed on January 8, 2008. The Company then made modifications and clarifications and completed a 2007 Revised Project Applications, which was accepted by the City in May 2007.

 

Phase 3, the preparation of an Environmental Impact Report (“EIR”), was commenced by the City in June 2008. A Draft EIR was completed in October, 2008. The public hearings related to the Draft EIR were completed in January 2009. The Draft EIR was positive, with air quality identified as the only concern that could not be successfully mitigated due to the fact that Nevada County is a non-attainment area for ozone related gases due to ozone blowing into the Sierra Foothills from the Bay and Sacramento area several days during the year. The Company’s internal review of the Draft EIR concluded that the City and its consultants had failed to analyze the cleanup of historic tailings on the Idaho-Maryland site and this failure would require a revised Draft EIR and recirculation for public comment. After meeting with various public agencies in the first half of 2009 and knowing that re-circulation would be required, the Company elected to make several improvements to the I-M Project based on its internal review of the Draft EIR and analysis of public comment.

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The Company’s 2011 Revised Project Application was accepted by the City in May 2011. The City then completed a competitive bid process in November 2011 and elected to retain a new consultant to complete the EIR process. With a budget, scope, and schedule now available to complete Phase 3 of the permitting process, the Company requested 90 days to complete financing activities to allow it to move forward with the permitting process. The Company indicated it might take longer than 90 days to complete financing, given the poor equity markets. At the end of the 90 days, the Company updated the City, explaining the continuing poor equity markets, and asked for another 90 days to obtain financing. The City elected to give the Company 180 days, or until September 10, 2012 or the Company’s applications would be “deemed withdrawn” and would have to be resubmitted when the Company had sufficient funds in place. On September 7, 2012, with worsening equity markets, the Company put out a press release and notified the City that the applications would be deemed withdrawn.

 

In parallel to the permitting activities, Emgold was computerizing geologic and survey data from historic mine maps and creating a computerized database of historic drill hole and assay information. An NI 43-101 compliant resource estimate was completed in December 2002, 2004, and subsequently updated in 2009. These are available for information purposes under Emgold’s filings on Sedar.com but are not reported here as Emgold no longer controls the I-M Project.

 

Exploration Expenditures

Cash Expenditures

 

Emgold’s principal cash capital expenditures (there have been no material divestitures) over the last three fiscal years ended December 31 are as follows:

 

i) Amounts Deferred (capitalized or invested)

 

Emgold Principal Capital Expenditures (3 Year)

 

 

Year

Mineral Property Interests (Cumulative)
Equipment (Cumulative)
2016 594,113 -
2015 619,113 610
2014 1,337,563 1,668

 

 

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ii) Amounts expensed

Exploration Expenses in the last three fiscal years ended December 31 are as follows:

 

Emgold Exploration Expenses (3 Years)

Year Idaho-Maryland Stewart Rozan

Nevada

Properties

Total
2016 $49,161 $- $- $9,539 $58,700
2015 $30,332 $- $- $9,470 $39,802
2014 $34,065 $(2,489) $(1,904) $13,929 $43,601

 

No Golden Bear Costs were expensed in any of the last three fiscal years.

 

ITEM 4A.                 UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 5.                  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis should be read in conjunction with the audited consolidated financial statements of Emgold Mining Corporation for the years ended December 31, 2016, 2015, and 2014 and the related notes thereto. Our consolidated financial statements as of and for the years ended December 31, 2016, 2015, and 2014 have been prepared in conformity with IFRS.

 

Overview

 

Emgold is a mineral exploration company with no producing properties and consequently has no current operating income or cash flow. All of Emgold’s short to medium-term operating and exploration cash flow must be derived from external financing. Emgold expects to raise additional financing to continue its planned exploration, permitting and development of its I-M Project and to separately finance the commercialization of its recycled stone ceramics business. Additional financing will also need to be raised for its early stage exploration projects.

 

Critical accounting policies and changes in accounting policies

 

The preparation of financial statements requires management to establish accounting policies, estimates and assumptions that affect the timing and reported amounts of assets, liabilities, revenues and expenses. These estimates are based upon historical experience and on various other assumptions that management believes to be reasonable under the circumstances, and require judgment on matters that are inherently uncertain. A summary of the Company’s significant accounting policies is set out in Note 3 of the Company’s consolidated financial statements for the year ended December 31, 2016, 2015, and 2014.

 

Recent accounting pronouncements

 

A Summary of recent accounting pronouncements issued which may affect the Company in the future is set out in Note 6 of the Company’s consolidated financial statements for the year ended December 31, 2016, 2015, and 2014.

 

 

A. Operating Results

 

Year Ended December 31, 2016 (“fiscal 2016”) Compared to Year Ended December 31, 2015 (“fiscal 2015”)

 

Emgold’s loss in fiscal 2016 was $272,193 or a loss per share of $0.01, compared to a loss of $474,953 or a loss per share of $0.01 in fiscal 2015. This includes $58,700 in exploration costs incurred in fiscal 2016, compared to $39,802 incurred in fiscal 2015. Emgold’s accounting policy is to expense exploration costs until the Company reaches the development stage on its mineral property interests.

 

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Impairment of mineral properties of $257,942 was booked in fiscal 2015 due to the Company having no current exploration plans for the two properties in British Columbia.

 

Management and consulting fees decreased to $117,000 in fiscal 2016 from $125,000 in fiscal 2015, due to the Company taking specific actions to reduce these fees.

 

Exploration expenses – Idaho-Maryland Project:

Direct exploration expenditures on the I-M Project decreased to $49,161 in fiscal 2016 from $30,332 in fiscal 2015.

 

Exploration expenses – Buckskin Rawhide East, Buckskin Rawhide West, and Koegel Rawhide Properties, Nevada

Exploration expenditures on the Buckskin Rawhide East, Buckskin Rawhide West, and Koegel Rawhide Properties was $9,539 in fiscal 2016, $9,470 in fiscal 2015, and $13,929 in fiscal 2014.

 

Exploration expenses - British Columbia Properties

Exploration expenditures on the Stewart and Rozan Properties were $nil in fiscal 2016 and 2015. In fiscal 2014, it was a recovery of past expenses of $4,978.

 

Year Ended December 31, 2015 (“fiscal 2015”) Compared to Year Ended December 31, 2014 (“fiscal 2014”)

 

Emgold’s loss in fiscal 2015 was $474,953 or a loss per share of $0.01, compared to a loss of $244,138, or a loss per share of $0.00 in fiscal 2014. This includes $39,802 in exploration costs incurred in fiscal 2015, compared to $43,601 incurred in fiscal 2014. Emgold’s accounting policy is to expense exploration costs until the Company reaches the development stage on its mineral property interests.

 

Impairment of mineral properties of $257,942 was booked in fiscal 2015 due to the Company having no current exploration plans for the two properties in British Columbia.

 

Legal, accounting and audit fees decreased to $33,000 in fiscal 2015 from $51,000 in fiscal 2014, due to the Company taking specific actions to reduce these fees.

 

Salaries and benefits decreased to $nil in fiscal 2015 from $30,000 in fiscal 2014 as a result of the Company laying off certain employees during the period in order to preserve cash.

 

Shareholder communications costs decreased to $4,000 in fiscal 2015 from $12,000 in fiscal 2014. This reduction is a result of the Company continuing efforts to curtail expenditures in uncertain times.

 

 

Exploration expenses – Idaho-Maryland Project:

Direct exploration expenditures on the I-M Project decreased to $30,322 in fiscal 2015 from $34,065 in fiscal 2014.

 

Exploration expenses – Buckskin Rawhide East, Buckskin Rawhide West, and Koegel Rawhide Properties, Nevada

Exploration expenditures on the Buckskin Rawhide East, Buckskin Rawhide West, and Koegel Rawhide Properties decreased to $9,470 in fiscal 2015 from $13,929 in fiscal 2014.

 

Exploration expenses - British Columbia Properties

Exploration expenditures on the Stewart and Rozan Properties amounts changed to $nil in fiscal 2015 from a recovery of past expenses of $4,393 in fiscal 2014.

 

 

B.       Liquidity and Capital Resources

 

Financial Conditions for year ended December 31, 2016

 

Historically, the Company’s sole source of funding is and has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common shares pursuant to private placement financings and the exercise of warrants and options.

 

The current market conditions, the challenging and inhospitable funding environment and the low price of the Company’s common shares make it difficult to raise funds through private placements of shares. In addition the Company must endeavour to minimize dilution to existing shareholders. There is no assurance that the Company will be successful with any financing ventures. Please refer to Item 3 – Key Information – section D - Risk Factors in this document.

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At December 31, 2016, the Company had a working capital deficiency of $782,000, defined as current assets less current liabilities, compared with working capital deficiency of $931,000 at December 31, 2015. The Company’s consolidated financial statements were prepared using International Financial Reporting Standards applicable to a going concern. Several adverse conditions cast substantial doubt on the validity of this assumption – see “Going Concern” disclosure below. When the Company has unused cash, it primarily invests its unused cash in guaranteed investment certificates which are redeemable in full after 30 days with interest or in treasury bills. There have been no investments in commercial paper. Where the initial term of the guaranteed investment certificate is greater than 90 days it is recorded as a short-term investment.

 

Operations for the year ended December 31, 2016, have been funded primarily from sale of real estate holdings in Grass Valley, lease and advance royalty payments from Rawhide Mining LLC, and loans from related parties.

 

Potential Restrictions on Transfer of Funds by Subsidiaries

 

The Company had three subsidiaries at the beginning of 2016, all of which were Nevada incorporated corporations. One of these subsidiaries was dissolved in 2016. There are no currency restrictions on transfer of funds from the United States to Canada.

 

The Company currently has no source of operating cash flow and has a history of operating losses. Emgold currently has no revenue from operations and all of its mineral property interests are in the exploration or development stages. The Company does not expect to receive significant revenue from operations at any time in the near future, and Emgold has had no prior years’ history of earnings or operating cash flow. Neither Emgold nor its predecessors have paid dividends on their shares since incorporation and the Company does not anticipate doing so in the foreseeable future.

 

Investing Activities

 

As at December 31, 2016, Emgold has capitalized $594,113 (2015 – $619,113; 2014 – $1,337,563) representing costs associated with the acquisition of its mineral property interests in Nevada and British Columbia.

 

In 2015, Emgold has listed its land in California for sale. Under IFRS 5, the Company classified the mineral property in California, in the amount of $490,508 as held for sale as at 31 December, 2015. On 15 March 2016, the Company sold one property with 27 acres of land for the gross amount of $350,000; cost of the property was $336,056.

 

Capital Resources

At December 31, 2016, Emgold’s working capital, defined as current assets less current liabilities, was a deficit of $782,000, compared to a working capital deficiency of $931,000 in 2015 and $727,000 in fiscal 2014. The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations. Currently, the Company does not have sufficient working capital to carry on planned operations, and will have to cease operations, if it is unable to raise funds for general corporate maintenance.

 

Additional financing will be required in fiscal 2016 in order for the Company or its projects to move forward. The Company currently does not have sufficient working capital for the next full year of operations and will therefore need to raise additional capital to continue operations, as it currently has no source of revenue. Such financing may be achieved through the sale or option of exploration properties, sale of real estate in Grass Valley, exercise of share purchase warrants, and through the issuance of common shares or other forms of financing.

 

Share Capital

2016

At December 31, 2016 the Company had 79,004,017 (2015 – 78,295,684) common shares issued and outstanding. Subsequent to 31 December 2016, the Company issued 708,333 common shares increasing the fully diluted amount to 84,712,350.

 

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The Company’s continued operations are dependent upon the Company’s ability to obtain sufficient financing to carry on planned operations. Currently, the Company does not have sufficient working capital to carry on planned operations and will have to cease operations if it is unable to raise funds for general corporate maintenance. On 17 February 2016, the Company issued 708,333 common shares in connection with its previously signed mineral property agreements with a contract value of $60,000.

 

2015

On 20 April 2015, the Company issued 472,222 common shares in connection with its previously signed mineral property agreements with a contract value of $40,000.

 

2014

On 11 April 2014, the Company issued 236,000 common shares in connection with its previously signed mineral property agreements with a contract value of $20,000. On 18 July 2014, the Company issued 5,000,000 common shares to Rawhide Mining LLC at a price of CDN $0.05 per Unit. The private placement is the third and final tranche of a CDN $1 million private placement that is part of a series of Buckskin Rawhide East Property transactions.

 

The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements.

 

Options and Warrants

 

2016

During the year ended 31 December 2016, a total of 2,500,000 warrants expired, with an average exercise price of Cdn $0.10.

 

2015

During the year ended 31 December 2015, a total of 1,966,665 options expired, with an average exercise price of Cdn $0.16.

 

During the twelve months ended 31 December 2015, a total of 5,663,575 warrants expired, with an average price of 0.19.

 

2014

During the twelve months ended 31 December 2014, a total of 64,000 options expired, with an average exercise price of Cdn$0.175.

 

During the twelve months ended 31 December 2014, the Company issued 2,500,000 warrants with an exercise price of Cdn$0.10 and a 24 month life in connection with private placements described above. A total of 3,321,428 warrants expired with an average exercise price of $0.12.

 

Financing Activities

 

2016 and 2015

 

No financing activity was completed in 2016 and 2015. Further financing will be required for corporate overhead costs, advancing the I-M Project, or advancing the Company’s other exploration properties. The Company has been looking at various alternatives to implement Golden Bear’s business plan as noted at Item 4 above. The Company is evaluating various financing options including equity financing, joint ventures, mergers, sale of assets, and other business transactions for the above.

 

2014

The Company completed a $250,000 financing in 2014 as part of a transaction announced with Rawhide Mining LLC. A total of $750,000 was previously raised in this financing in 2012 and 2013.

 

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Going Concern

 

At December 31, 2016, the company has a working capital deficit and substantial additional financing will be required for both corporate overhead and to advance the Company’s exploration and development properties. Executive salaries are being deferred voluntarily, together with Board remuneration and management and consulting fees, until such time as new financing is available.

 

The need to raise working capital directly impacts the ability of the Company to undertake planned exploration programs. Sufficient work has been undertaken on all of the Company’s current mineral property interests in Canada for several years. The Company has optioned its Buckskin Rawhide East Property to RMC who are currently covering its holding costs as part of the lease agreement. The Buckskin Rawhide West and Koegel Rawhide Properties can be held in the short term by the issuance of shares. If the Company is unable to perform additional exploration work in future years or with exploration partners, it may be necessary to write-down additional mineral property interests in future periods, and there is substantial doubt as to the Company’s ability to continue as a going concern, without restructuring or some form of joint venture. If additional working capital is not raised, the Company might have to terminate its lease on the Buckskin Rawhide West Property in Nevada or the Koegel Rawhide Property in Nevada.

 

The Company’s ability to continue as a going concern is contingent on its ability to obtain additional financing. The current equity and financial market conditions, the challenging environment for raising monies, and the low price of the Company’s common stock make it difficult to obtain additional funding by private placements of shares. There is no assurance that the Company will be successful with any financing ventures. It is dependent upon the continuing financial support of shareholders and obtaining financing to continue exploration and/or development of its mineral property interest. While the Company is expanding its best efforts to achieve its plans by examining various financing alternatives including reorganizations, mergers, sales of assets, or other form of equity financing, there is no assurance that any such activity will generate funds that will be available for operations.

 

The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded assets, or the amounts of, and classification of liabilities that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material.

 

Plans for 2017

 

The Company continues to focus financing activities for both corporate overhead and to advance its exploration and development properties. It is estimated that the Company requires on average about $20,000 per month to support its corporate overhead and hold its existing properties. The Company’s priority in 2017, due to continuing poor equity markets, is to raise sufficient capital to support its overhead costs and hold its properties, until equity markets improve. If additional funds can be raised, it will advance its properties as those funds allow. The Company will evaluate potential business transactions including equity financings, joint ventures, mergers, sale of assets, and other business transactions that will generate funds to support the Company.

 

Should the Company not obtain sufficient financing to continue operations, the Company might elect to drop its leases on the Buckskin Rawhide West and Keogel Rawhide Properties.

 

Contractual Obligations in 2016

 

See Item 5.F. for a table of contractual obligations at December 31, 2016.

 

C. Research and development, patents and licenses

 

Not applicable

 

D. Trend information

 

Gold Prices

 

As a natural resource exploration company, Emgold’s activities are cyclical as metals prices have traditionally been cyclical in nature. The recent trend for metals prices has been somewhat volatile for gold and silver. From a historical perspective Emgold has strategically focused its exploration activities on potential gold-based prospects.

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The mineral exploration industry had been through a very difficult period with low prices for both precious and base metals over the period from 1999 to 2004 and again from 2011 to present. The lack of interest in minerals over the these periods led to low market capitalizations for many exploration companies and large corporations found it was easier to expand by purchasing companies or mines rather than exploring for them. This led to downsizing of large company exploration departments and many mining industry professionals left the industry. As a result of these trends, there are fewer good gold and silver projects in the exploration and development stages and a significant shortage of experienced engineers and geoscientists in the mining industry. With improving metal prices and increasing demand, especially from Asia, supply difficulties may occur in the future and there is a discernible need for good exploration projects based on sound geological work.

 

See the risk section for average, high and low gold prices to the date of the filing of this Annual Report on Form 20-F.

 

E. Off-balance sheet arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

F. Tabular disclosure of contractual obligations

The following table summarizes the Company’s short-term and long-term obligations as at December 31, 2016:

Emgold Short-Term and Long-Term Obligations ($US)

  January 1, 2016, to December 31, 2016 1-2 years 2-3 years 3-4 years 4-5 years 5 th and subsequent years Total
(to 5 years)
Accounts payable and accrued liabilities, including related parties $868,023 $- $- $- $- $- $868,023

 

Safe Harbour

See above – “Cautionary Statement Regarding Forward-Looking Information.”

 

    38
     

 

ITEM 6 .                  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A. Directors and Senior Management

 

The following table lists the directors and senior management of the Company. 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 of the Company.

 

Senior Officers and Directors of Emgold

Name and Position Other Principal Directorships Shares Beneficially Owned as at December 31, 2016

% Of

Issued And Outstanding

Principal Business Activities Outside the Company
         
William J. Witte, – Independent Director None 57,504 0.07% Businessman and Mining Consultant
         

David Watkinson, President and Chief Executive Officer and Director

 

Northaven Resource Corporation 718,800 0.91% None
         

Andrew MacRitchie, Independent Director

None 370,000 0.47%

CFO, Helio Resources

CFO, Roughrider Exploration Ltd.

CFO, Skeena Resources Limited,

CFO, EROS Resources Corp

 

         

Allen Leschert, Non-Executive Chairman of the Board, Independent Director

 

Northaven Resource Corp. NIL 0.00% President and CEO, Northaven Resource Corp.
         

Grant T. Smith Chief Financial Officer

 

N/A NIL 0.00% Senior Partner, Clearline Chartered Accountants

 

David Watkinson, P. Eng., President and CEO, brings over 30 years of professional engineering experience in underground and open pit mine development, including mine permitting, engineering, feasibility, construction, and operations to Emgold. In addition, he has extensive experience in project management, having taken projects from grass roots start-up to successful operating status. Mr. Watkinson has been responsible for management of large capital projects and operations in Canada, the United States and the Philippines. He has held progressively senior positions with Placer Dome Inc., Kinross Gold Corporation, Thyssen Mining Construction and Vulcan Materials Company. Mr. Watkinson holds a B.Sc. in Applied Science, Mining Engineering, from Queen's University in Kingston, Ontario (1985) and is a Registered Professional Engineer in the Province of Ontario. Mr. Watkinson joined Emgold on June 22, 2006 and served of V.P. of Operation for Idaho-Maryland Mining Corporation. He was subsequently appointed as a director and President and Chief Operating Officer of Emgold on July 25, 2007, and President of the Company on October 16, 2007. In May 2010, Mr. Watkinson was appointed as President and Chief Executive Officer, merging the Chief Operating Officer and Chief Executive Officer positions. Mr. Watkinson is President of two non-profit organizations in California, Sierrans for Responsible Resource Development and Sierrans for Responsible Resource Development Charitable Fund.

 

    39
     

Grant T. Smith, CFO, is a Chartered Accountant and has over a decade of experience in the accounting field. He is the senior partner with Clearline Chartered Accountants, a firm of chartered accountants with offices in Vancouver, North Vancouver and White Rock. Mr. Smith serves as the CFO for several Canadian TSX Venture mining companies with operations in Canada, the USA, and Mexico. Prior to establishing Clearline, Mr. Smith was at PricewaterhouseCoopers where he spent several years working with companies operating in the mineral sector. He also has extensive experience serving private companies in various industries as well as not-for-profit organizations. Mr. Smith is also active in serving his community, supporting both the arts and social services by serving on various Boards, until recently he was the President of the Vancouver Chamber Choir and served as the treasurer of the MS Society for five years. Mr. Smith is currently the treasurer of the Honour House Society. He holds a BFA (1984) from York University and received his designation as a CA in 2005. Mr. Smith became CFO of the Company on September 1, 2012.

 

William (Bill) J. Witte, Independent Director, has been an officer and director of the Company since June 1999. From 1995 to joining the Company in 1999, Mr. Witte was self-employed. From 1992 to 1995 he was an engineering manager and project manager, with Fluor Daniel Wright Inc. Mr. Witte has more than 30 years of mining, engineering, business, and entrepreneurial experience. He holds degrees in both Civil (University of Nevada, Reno 1976) and Mechanical Engineering (University of Arizona 1978), and is a registered Professional Engineer in the Province of British Columbia. His mining and engineering experience covers not only all aspects of mine exploration, process research and development, and operations, but also engineering, construction and corporate management. Mr. Witte has been responsible for various aspects of the financing, construction, design and operation of over 200 mining and technology projects around the world. Mr. Witte served as President or Chief Executive Officer of the Company from July 24, 2002 until August 1, 2007.

 

Andrew MacRitchie, Independent Director, has over 16 years of experience in various mineral exploration finance and accounting roles. Andrew became CFO of Eros Resources Corp in 2016. Since 2016, Andrew has been Chief Financial Officer for Skeena Resources, a gold exploration company with projects in British Columbia. Since 2014, Andrew has been Chief Financial Officer of Roughrider Exploration Limited, a uranium exploration company with projects in Saskatchewan. Since 2007, Andrew has been Chief Financial Officer of Helio Resource Corp., a gold exploration company with projects located in Africa. Between 2003 and 2007 he worked for Quorum Management Services as Corporate Controller. Quorum provided accounting services for a group of exploration stage companies (including Emgold) with gold, silver, and base-metal projects located in North and South America. Andrew holds a B.Sc. Honors degree from the University of British Columbia and received his Chartered Accountant designation in 2003 while articling with PricewaterhouseCoopers. Mr. MacRitchie is also National Treasurer of the Kidney Foundation of Canada. Mr. MacRitchie became an Independent Director of the Company on May 22, 2012.

 

Allen Leschert, Non-Executive Chairman of the Board and Independent Director, is a senior member of the securities bar in Vancouver B.C. with over 25 years of experience with public mining and exploration companies. He has pioneered a number of unique public company financing and transaction structures and has handled numerous public mining transactions, listings, joint ventures, financings, corporate takeovers, mergers and acquisitions in Canada and internationally. He is President of Armex Mining Corp. (a private B.C. based company) and is CEO and Chairman of the Board of Northaven Resources Corp. (a public B.C. based company). He holds an LLB from the University of Victoria and a B.Com. (with distinction) from the University of Alberta. Mr. Leschert became an Independent Director of the Company on August 21, 2013. He was subsequently appointed Non-Executive Chairman of the Board on November 27, 2013.

 

Technical Consultants and Employees

 

Robert R. Pease, B.Sc., M.Sc., CPG., is a Certified Professional Geologist with a B.Sc. (1976) and M.Sc. (1979) in geology from University of Nevada, Reno.  He has 40 years of diversified experience in mineral development and engineering geology in the mining and construction industries.  He has managed exploration projects and his field geology work led to discoveries of lode and placer gold and bedded barite deposits in Nevada and California.  He has an extensive background in Mother Lode and Basin-Range geology applied to gold deposits and industrial minerals; surface and underground geologic mapping; core and RC drilling and sampling in difficult ground conditions; engineering geology, and project reclamation.  He is also experienced with geologic modeling using MineSight three-dimensional software.  He was employed as Emgold's Chief Geologist from 2004 to 2014 and is Emgold's Qualified Person as defined by National Instrument NI 43-101 for Emgold's properties in the U.S.  He is a member of the American Institute of Professional Geologists.

    

    40
     

Perry Grunenberg, B.SC., P.Geo., is a Professional Geologist and member of the Professional Engineers and Geoscientists of B.C.   He has 30 years of experience in exploration for metals and diamonds and has worked exploring a variety of deposit types across North America.  Mr. Grunenberg is a graduate of the University of British Columbia and is Emgold's Qualified Person as defined by National Instrument NI 43-101 for Emgold's properties in Canada.

 

Family Relationships

 

There are no family relationships among any of the persons named above.

 

Arrangements

 

There are no arrangements or understandings regarding the selection of any of the persons named above.

 

B. Compensation

 

Compensation of Executive Officers

 

“Named Executive Officer” (“NEO”) means each of the following individuals:

 

(a) a Chief Executive Officer (“CEO”) or one who acted in a capacity similar to a chief executive officer, for any part of the financial year ended December 31, 2016;

 

(b) a Chief Financial Officer (“CFO”) or one who acted in a capacity similar to a chief financial officer, for any part of the financial year ended December 31, 2016;

 

(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and

 

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, as at the financial year ended December 31, 2016.

 

The Company has three Named Executive Officers. The following disclosure sets out the compensation that the Board intended to pay, make payable, award, grant give or otherwise provide to each NEO and director for the financial year ended December 31, 2016.

 

 

Compensation Discussion and Analysis

 

Compensation of Directors and NEOs

The Company’s Corporate Governance and Compensation Committee (“CGCC”) has responsibility for reviewing compensation for the Company’s directors and senior management.

 

The independent directors are encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present. The Company's auditors, legal counsel and employees may be invited to attend. The independent directors exercise their responsibilities for independent oversight of management through a strong CGCC. The Board has appointed William Witte as Chairman of the Corporate Governance and Compensation Committee to assist the Board in being effective, cohesive and independent from management.

 

To determine compensation payable, the CGCC reviews compensation paid for directors and NEOs of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the CGCC annually reviews the performance of the NEOs in light of the Company's objectives and considers other factors that may have impacted the success of the Company in achieving its objectives and financial resources.

 

    41
     

The Company’s compensation policies and its stock option plan (the “Stock Option Plan”) are intended to assist the Company in attracting, retaining and motivating Directors, officers and employees of the Company and of its subsidiaries and to closely align the personal interests of such Directors, officers and employees with those of the shareholders by providing them with the opportunity, through stock options, to acquire shares in the capital of the Company.

 

Option Based Awards

 

The Board of Directors of the Company implemented a stock option plan (the "Plan") effective April 29, 2005, as amended, which was approved by the TSX Venture Exchange and the shareholders of the Company and ratified by shareholders at the Company's 2006 Annual General Meeting. The number of Shares which may be issued pursuant to options previously granted and those granted under the Plan is a maximum of 10% of the issued and outstanding Shares at the time of the grant. In addition, the number of Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued Shares on a yearly basis or 2% if the optionee is engaged in investor relations activities or is a consultant. Under Exchange policy, all such rolling stock option plans which set the number of common shares issuable under the plan at a maximum of 10% of the issued and outstanding common shares must be approved and ratified by shareholders on an annual basis.

 

The purpose of the Plan is to allow the Company to grant options to Directors, officers, employees and consultants, as an incentive for performance, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options will be exercisable over periods of up to five years as determined by the Board of Directors of the Company and are required to have an exercise price no less than the closing market price of the Company’s Shares prevailing on the day that the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the Exchange. Pursuant to the Plan, the Board of Directors may from time to time authorize the issue of options to Directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. The Plan contains no vesting requirements, but permits the Board of Directors to specify a vesting schedule in its discretion. The Plan provides that if a change of control, as defined therein, occurs, all shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder.

 

At December 31, 2016, a total of 7,900,401 (2015 – 7,829,568) shares of Emgold were reserved for share incentive options to be granted at the discretion of Emgold’s board of directors to eligible optionees (the “Optionees”), of which 5,000,000 (2015 – 5,000,000) were outstanding under the plan at December 31, 2016.

 

During the year ended December 31, 2016, nil stock options expired (2015 – 1,966,665 options expired with an average exercise price of Cdn$0.25), and nil options were forfeited (2015 - nil options forfeited).

 

The Board of Directors generally grants options to corporate executives further to the recommendation of the CGCC. As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the Board regarding such compensation, including but not limited to the grant of options. Options may be granted at other times of the year to individuals commencing employment with the Company.

 

    42
     

 

Summary Compensation Table

 

The compensation paid to the NEOs during the Company’s most recently completed financial year ended December 31, 2016, is as set out below:

 

Compensation Paid to Emgold NEOs

 Name  and principal position held during fiscal 2014 Year Salary
(1)
($)
Share-based awards
($)
Option-based awards
($)
Non-equity incentive plan compensation (3)
($)
Pension value
($)
All other compensation (2)
($)
Total compensation
(3)
($)
Annual incentive plans Long-term
incentive plans
David G. Watkinson (5)
President & CEO

 

2016

2015

2014

 

92,500

92,500

92,500

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

92,500

92,500

92,500

 

Grant T. Smith (6)

CFO

2016

2015

2014

 

27,668

28,153

36,000

 

NIL

NIL

NIL

 

NIL

NIL

1,750

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

NIL

NIL

NIL

 

27,668

28,153

37,750

 

Notes:

(1) Includes the dollar value of cash and non-cash base salary earned during a financial year covered.
(2) Includes any health, dental, parking, group plan insurance benefits and professional fees paid by the Company on behalf of the NEOs.
(3) These amounts include all amounts set out in table from for each NEO.
(4) Of the total salary for 2016, $92,500 was accrued to David G. Watkinson for services as President and CEO for the year ended December 31, 2016, and was unpaid at December 31, 2016.
(5) Appointment as CFO became effective September 1, 2012. Management fees were paid directly to Clearline Chartered Professional Accountants, a company of which Grant T. Smith is a director.

 

 

As part of its annual work plan, the CGCC reviews, among other things, executive compensation and makes appropriate recommendations to the Board regarding such compensation.

 

Incentive Plan Awards

Outstanding Share-based Awards and Option-based Awards

    43
     

 

The following table sets out all share-based awards and option-based awards outstanding as at the financial year ended December 31, 2016, for each NEO:

 

Share and Option Based Awards for NEOs

Name Option-based Awards Share-based Awards (2)
Number of securities underlying unexercised options
(#)

Option exercise price

($)

Option expiration date Value of unexercised in-the-money options (1)
($)
Number of shares or units of shares that have not vested
(#)
Market or payout value of share-based awards that have not vested
($)
David G. Watkinson 700,000 0.10 11-Oct-2018 NIL

 

N/A

 

N/A

750,000 0.15 07-May-2017 NIL
Grant T. Smith 350,000 0.10 11-Oct-2018 NIL N/A N/A

Notes:

(1) On December 31, 2016, the closing market price of the Company’s shares on the TSX Venture Exchange was Cdn$0.01 per share.
(2) The Company does not have Incentive Plan Awards other than option-based awards.

 

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out all incentive plans (value vested or earned) during the financial year ended December 31, 2016, for each NEO:

 

Incentive Plan Awards for NEOs

Name

 

Option-based awards – Value vested during the year
($)
Share-based awards – Value vested during the year (1)
($)
Non-equity incentive plan compensation – Value earned during the year (1)
($)
David G. Watkinson NIL NIL N/A
Grant T. Smith NIL NIL N/A

Notes:

(1) The Company does not have Incentive Plan Awards in place other than option-based awards.

 

Discussion

 

Equity-settled share-based payments for directors, officers and employees are measured at fair value at the date of grant and recorded as compensation expense in the consolidated financial statements. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period based on the Company’s estimate of shares that will eventually vest. The number of forfeitures likely to occur is estimated on grant date and adjusted to actual. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share-based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments. Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of performance and the date the options are vested using the fair value method and is recorded as an expense in the same period as if the Company had paid cash for the goods or services received.

    44
     

 

 

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a Black-Scholes valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

 

See “Option Based Awards” and “Securities Authorized for Issuance Under Equity Compensation Plans” for further information on the Stock Option Plan.

 

The Company does not have Incentive Plan Awards, pursuant to which cash or non-cash compensation intended to serve as an incentive for performance (whereby performance is measured by reference to financial performance or the price of the Company’s securities) was paid.

 

Pension Plan Benefits

 

Defined Benefit Plan or Defined Contribution Plan

The Company has no pension plans for NEOs that provide for payment or benefits at, following, or in connection with retirement.

 

Deferred Compensation Plans

The Company has no deferred compensation plan for NEOs.

 

Termination and Change in Control Benefits

 

The Company and its subsidiaries have no contract, agreement, plan or arrangement that provides for payment to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or a change in an NEO’s responsibilities, with the exception of the following:

 

The contract of David G. Watkinson, by the Idaho-Maryland Mining Corporation, provides for payment to Mr. Watkinson of a minimum severance allowance equivalent to twelve (12) month’s salary in the event of termination by the Company without cause. Additionally, the contract provides for payment to Mr. Watkinson of a severance allowance equivalent to a minimum of twenty-four (24) month’s salary in the event of an acquisition or takeover by another company or other similar form of transaction.

 

Director Compensation

 

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. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. This is subject to recommendation by the Compensation and Corporate Governance committee. As indicated herein, the Chief Executive Officer who also serves as a director of the Company received compensation for their services through consulting contracts.

 

Directors’ fees totalling $nil (2015 – $nil) were paid or are accrued and payable to three independent directors of the Company.

    45
     

Director Compensation Table

The following table sets out all amounts of compensation provided to the directors who are not NEOs for the Company’s most recently completed financial year:

Compensation for Directors Who are Not NEOs

Name

Fees earned
(Cdn$)

Share-based awards
($)

Option-based awards
($)

Non-equity incentive plan compensation
($)

Pension value
($)

All other compensation
($)

Total
(Cdn$)

 

William J. Witte

NIL NIL NIL NIL NIL NIL NIL
Andrew MacRitchie NIL NIL NIL NIL NIL NIL NIL

Allen

Leschert

NIL NIL NIL NIL NIL NIL NIL

 

Outstanding Share-based Awards and Option-based Awards

The following table sets out all option-based awards outstanding as at the financial year ended December 31, 2016, for each director, excluding a director who is already set out in disclosure for a NEO for the Company:

 

Option and Share Based Awards for Directors Who are Not NEOs

Name Option-based Awards Share-based Awards
Number of securities underlying unexercised options
(#)

Option exercise price

($)

Option expiration date Value of unexercised in-the-money options (1)
($)
Number of shares or units of shares that have not vested (2)
(#)
Market or payout value of share-based awards that have not vested (2)
($)
William J. Witte 350,000 0.10 11-Oct-2018 NIL N/A N/A
200,000 0.15 07-May-2017 NIL
Andrew MacRitchie 350,000 0.10 11-Oct-2018 NIL N/A N/A
200,000 0.15 22-May-2017 NIL

Allen

Leschert

350,000 0.10 11-Oct-2018 NIL N/A N/A

Notes:

(1) The closing market price of the Company’s shares on the TSX Venture Exchange was $0.01 per share on December 31, 2015.
(2) The Company does not have Incentive Plan Awards in place other than option-based awards.

 

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets out all incentive plans (value vested or earned) during the financial year ended December 31, 2015 for each director, excluding a director who is already set out in disclosure for a NEO for the Company:

 

    46
     

 

Option and Share Based Awards Vested for Directors Who are Not NEOs

Name

 

Option-based awards – Value
vested during the year (1)
($)
Share-based awards – Value
vested during the year (2)
($)
Non-equity incentive plan
compensation – Value earned during the year (2)
($)
William J. Witte NIL NIL N/A
Andrew MacRitchie NIL NIL N/A
Allen Leschert NIL NIL N/A

Notes:

(1) The aggregate dollar value that would have been realized if the options had been exercised on the vesting date, based on the difference between the market price of the underlying securities at exercise and the exercise price of the options on the vesting date. Under the terms of the Company’s stock option plan, all options vest upon the grant date.
(2) The Company does not have Incentive Plan Awards in place other than option-based awards.

 

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides equity compensation plan information as for year ended December 31, 2016.

Equity Compensation Plan Information

  Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category (1) (a) (b) (c)
Equity compensation plans approved by security holders (2) 5,000,000 $0.12 2,829,568
Equity compensation plans not approved by security holders NIL NIL NIL
Total 5,000,000 $0.12 2,829,568

Notes:

(1) The only “equity compensation plan” in place is the Company’s stock option plan. See “Option Based Awards” above.
(2) As at December 31, 2016.

Indebtedness of Directors and Executive Officers

 

None of the director, executive officer, or associate of any such person, has been indebted to the Company at any time during the most recently completed financial year.

 

Aggregated Options Exercises During the Most Recently Completed Financial Year

 

During the year ended December 31, 2016, there were no Company stock options exercised.

    47
     

 

C. Board practices

 

All currently serving directors were elected at the Company’s annual general meeting held on December 14, 2016 and have a term of office expiring at the next annual general meeting of Emgold. All officers have a term of office lasting until their removal or replacement by the Board of Directors.

 

An “unrelated” director under the TSX governance guidelines is a director who is independent from management and is free from any interest and any business or other relationship which could materially interfere with his or her ability to act in the best interest of the Company other than interests arising from shareholding. Where a company has a significant shareholder, in addition to a majority of “unrelated” directors, the Board should include a number of directors who do not have interest or relationships with either the Company or the significant shareholder. Mr. MacRitchie, Mr. Leschert, and Mr. Witte are independent directors. As such, the number of directors is four.

 

No director and/or executive officer has 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 corporation of which he is a director and/or executive officer, 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 corporation of which he is an officer or director from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanour involving a security or any aspect of the securities business or of theft or of any felony.

 

There are no director’s services contracts with the Company providing for benefits upon termination of employment. Emgold and its subsidiaries have no compensatory plan or arrangement in respect of compensation received or that may be received by the directors of the Company in its most recently completed or current financial year to compensate such directors in the event of termination as director (resignation, retirement, change of control) or in the event of a change in control. There are no arrangements or understandings with any two or more directors or executive officers pursuant to which he was selected as a director or executive officer. Other than as disclosed herein, there is no compensation paid to outside directors other than stock-based compensation.

 

The following information is provided with respect to the Company’s directors, and members of its administrative, supervisory or management body and includes the date of expiration of the current term of office and the period during which the person has served in that office.

 

Information on Current and Former Directors, Management, and Administrative Personnel

Name Position(s) with Company Term of Office/Period of Service
William J. Witte

Director

 

Director: June 1999 – Present, Executive Vice President: May 1999 - July 2002, President and CEO: July 2002 – July 2007
Grant Smith Chief Financial Officer Chief Financial Officer:  September 2012 – Present
David Watkinson Director and President and Chief Executive Officer Director: October 2007 – Present, Vice-President Operations: June 2006 – July 2007, Chief Operating Officer: July 2007 – May 2010, President: October 2007 – Present; Chief Executive Officer: May 2010 - Present
Andrew MacRitchie

Director

Chair Audit Committee

Director: May 2012 - Present
Allen Leschert Director Director:  August 2013-Present, Non-Executive Chairman of the Board:  November 2013 - Present
Lisa Maxwell Corporate Secretary Corporate Secretary:  September 2012 – Present

 

Audit Committee

 

Andrew MacRitchie, William J. Witte, and Allen Leschert are currently the members of Emgold’s audit committee. The audit committee is appointed annually by the directors of Emgold at the first meeting of the board held after Emgold’s annual general meeting. The primary function of the audit committee is to review the financial statements of Emgold before they are submitted to the board for approval. The Committee is also available to assist the board if required with matters relating to the appointment of Emgold’s auditor and the overall scope and results of the audit, internal financial controls, and financial information for publication for various purposes.

    48
     

 

Corporate Governance and Executive Compensation Committee

 

Members of the Corporate Governance and Compensation Committee are William Witte, Allen Leschert, and Andrew MacRitchie. The committee was formed for making recommendations to the board with respect to developments in the area of corporate governance, the practices of the board, and appropriate candidates for nomination to the board and for evaluating the performance of the board.

 

D. Employees

 

At December 31, 2016, Emgold had one employee. Emgold and its subsidiaries contract staff on an as-needed basis, but usually not more than one or two individuals on a periodic basis. Emgold Mining Corporation administrative functions are primarily provided through Clearline Accounting Services (“Clearline”).

 

E. Share ownership

See Item 6A, “Directors and Senior Management”, for the number and percentage of shares of the Company held by each NEO.

 

The following table sets forth, as at December 31, 2016, all stock options held by the directors and members of senior management of the Company, including the title and amount of securities called for by the options, the exercise price and expiration date of the options.

 

Stock Options Held by Directors and Senior Management as at December 31, 2016

Name and Title of Option Holder Number of Shares Underlying Options Title of Class Exercise Price (Cdn$)
Expiry Date

William Witte,

Director

       
200,000 Common 0.15 May 7, 2017
350,000 Common 0.10 October 11, 2018
Subtotal 550,000      
David Watkinson
President and Chief Executive Officer, Director
       
750,000 Common 0.15 May 7, 2017
350,000 Common 0.10 October 11, 2018
Subtotal 1,100,000      

Andrew MacRitchie

Director

       
200,000 Common 0.15 May 7, 2017
350,000 Common 0.10 October 11, 2018
Subtotal 550,000      

Allen Leschert

Director

       
350,000 Common 0.10 October 11, 2018
Subtotal 350,000      

Grant Smith

Chief Financial Officer

       
350,000 Common 0.10 October 11, 2018
Subtotal 350,000      

TOTAL
2,900,000
Common
   

 

    49
     

ITEM 7.                  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A. Major Shareholders

 

The Company is a publicly owned corporation, incorporated in the province of British Columbia, the shares of which are owned by residents of the United States, residents of Canada and other foreign residents. To the extent known by the directors and executive officers of the Company, the Company is not directly or indirectly owned or controlled by any corporation, government, or other natural or legal person or persons, severally or jointly. To the extent known by the directors and executive officers of the Company, as at the date of this report, the holders of 5% or more of the common shares of Emgold are as follows:

 

- Rawhide Mining Company LLC, holding 17,342,857 common shares, or 21.92%, as at December 31, 2016.
- Gerbino Gold Group LLC, holding 9,125,013 common shares, or 11.53%, as at December 31, 2016.

 

All shareholders, including major and/or controlling shareholders have the same voting rights with respect to the issued common shares.

 

Emgold’s securities are recorded on the books of its transfer agent in registered form, however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and Emgold does not have knowledge of or access to information about the beneficial owners thereof. To the best of its knowledge, Emgold is not directly or indirectly owned or controlled by a corporation or foreign government. As of December 31, 2016, Emgold had authorized an unlimited number of common shares without par value of which 79,004,017 (2015 – 78,295,684) were issued and outstanding.

 

As of April 12, 2017, there were 110 registered shareholders of record holding a total of 79,712,350 common shares of Emgold. To the best of Emgold’s knowledge there were 53 registered shareholders of record with registered addresses in Canada, no shareholders of record with registered addresses in the United States and no shareholders of record with a registered address in other countries. Shares registered in intermediaries are assumed to be held by residents of the same country in which the clearing-house was located.

 

To the best of the Company’s knowledge, there are no arrangements in place the operation of which may result in a change of control of the Company.

 

B. Related Party Transactions

 

No director or senior officer, and no associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any transactions, or in any other proposed transaction between January 1, 2015 and December 31, 2016, except as noted below.

Related Party Transactions

Name and Principal Position

Remuneration

or fees (1)

Share-based

awards (2)

CEO and President - management fees $    92,500 NIL
A company of which the CFO is a director (3) – management fees 27,668 NIL
A company of which the CFO is a director (3) – accounting 7,998 NIL
Directors NIL NIL

Notes:

(1) Amounts disclosed were paid or accrued to the related party.
(2) The term “share-based awards” conforms to the presentation in the Company’s audited consolidated financial statements. As disclosed in Item 6 of this report, these are option-based awards.
(3) A company of which the CFO, Grant T. Smith, is a director.

 

At December 31, 2016, fees of $688,894 (2015 – $713,301) were payable to David Watkinson; fees of $11,177
(2015 –$80,206) were payable to Clearline; All amounts were included in due to related parties.

 

 

 

    50
     

During year 2016, David Watkinson loaned the Company $6,000 in addition to the $40,000 from previous years. The loans have interest rates of 1% per month and are repayable on demand. On 1 June 2016, the Company repaid all the loan amounts in full and settled on an interest payout of $4,000.

 

During year ended 31 December 2016, Andrew MacRitchie and William Witte loaned the Company CAD$5,000 each. The loans bear interest at 1% per month and are repayable on demand. Remaining related party balances are measured at their exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties are unsecured, non-interest bearing and have no fixed term of repayment.

 

C. Interests of Experts and Counsel

 

Not applicable.

 

ITEM 8.                  FINANCIAL INFORMATION

 

A. Consolidated Statements and Other Financial Information

 

See Item 18, “Financial Statements”. The consolidated financial statements as required are attached as an exhibit and are found immediately following the text of this Annual Report. The audit report of MNP LLP, independent Chartered Professional Accountants, is included immediately preceding the consolidated financial statements that they audited.

 

Legal Proceedings

 

Emgold is not involved in any litigation or legal proceedings, and to Emgold’s knowledge no material legal proceedings involving Emgold or any of its subsidiaries are presently anticipated to be initiated.

 

Dividend Policy

 

Emgold has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of Emgold are being retained for exploration and development of its projects.

 

B.       Significant Changes

 

There are no significant changes of financial conditions since the most recent audited financial statements included within this Annual Report.

 

    51
     

 

ITEM 9.                   THE OFFER AND LISTING

 

A. Offer and listing details

 

Trading Markets

 

The tables below list the annual high and low prices for common shares of the Company for the past five years; the high and low market prices for each quarter during the two most recent years and the first quarter of 2017; and the high and low prices for each month for the six most recent months.

 

  EMR Annual Share Price Range – Last 5 Years (source – TMX website, Cdn$) EMR Annual Share Price Range – Last 5 Years (source – US OTC market, US$)
Year High Low High Low
  (Cdn$) (Cdn$) (US$) (US)
2016 0.050 0.010 0.035 0.003
2015 0.010 0.010 0.021 0.001
2014 0.040 0.020 0.039 0.008
2013 0.080 0.020 0.074 0.014
2012 0.120 0.045 0.124 0.050

 

 

EMR Quarterly Share Price – Last 2 Years

(source – TMX website, Cdn$)

 

EMR Quarterly Share Price – Last 2 Years

(source – TMX website, Cdn$)

 

EMR Quarterly Share Price – Last 2 Years

(source – US OTC market, US$)

 

Quarter

High

(Cdn$)

Low

(Cdn$)

High

(US$)

Low

(US$)

Calendar 2017        
Second Quarter (to Apr. 11, 2017) 0.030 0.030 0.003 0.013
First Quarter 0.040 0.030 0.033 0.013
Calendar 2016        
First Quarter 0.020 0.010 0.012 0.003
Second Quarter 0.040 0.020 0.031 0.007
Third Quarter 0.050 0.030 0.034 0.017
Fourth Quarter 0.040 0.020 0.035 0.018
Calendar 2015        
First Quarter 0.020 0.020 0.021 0.010
Second Quarter 0.010 0.010 0.010 0.009
Third Quarter 0.010 0.010 0.010 0.001
Fourth Quarter 0.010 0.010 0.005 0.001

 

    52
     

 

 

 

EMR Last Six Months Share Price

(source – TMX website, Cdn$)

EMR Last Six Months Share Price

(source – US OTC market, US$)

Month

High

(Cdn$)

Low

(Cdn$)

High

(US$)

Low

(US$)

April 2017 (to April 11, 2017) 0.030 0.030 0.013 0.013
March 2017 0.030 0.030 0.025 0.013
February 2017 0.040 0.030 0.032 0.018
January 2017 0.040 0.030 0.033 0.017
December 2016 0.040 0.020 0.034 0.009
November 2016 0.030 0.020 0.018 0.013

 

The high, low and closing price of the Company’s common stock on the TSX Venture Exchange on April 11, 2017, was Cdn$0.025, Cdn$0.025, and Cdn$0.025 respectively. The Company’s common shares are issued in registered form.

 

B. Plan of Distribution

 

Not applicable.

 

C. Markets

 

The shares of Emgold have traded in Canada on the TSX Venture Exchange (formerly the Canadian Venture Exchange and successor, by merger, to the Vancouver Stock Exchange and the Alberta Stock Exchange) since August 31, 1989 (symbol-EMR).

 

D. Selling Shareholders

 

Not applicable.

 

E. Dilution

 

Not applicable.

 

F. Expenses of the Issue

 

Not applicable.

 

ITEM 10.                 ADDITIONAL INFORMATION

 

A. Share Capital

 

Not applicable.

 

B. Memorandum and Articles of Association

 

Emgold’s corporate constituting documents comprising Articles of Association and Memorandum are registered with the British Columbia Registrar of Companies under Corporation No. 361869. The Company was continued under the Business Corporations Act in British Columbia in June 2005. A copy of the Notice of Article and Articles have been filed as an exhibit to filings in prior periods.

 

Objects and Purposes

 

Emgold’s Articles do not specify objects or purposes. Under British Columbia law, a British Columbia corporation has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent.

    53
     

 

Directors – Powers and Limitations

 

Emgold’s articles do not specify a maximum number of directors (the minimum under British Columbia law for a public company is three). Shareholders at the annual shareholders meeting determine the number of directors annually and all directors are elected at that time. There are no staggered directorships. Under the British Columbia Business Corporations Act (“BCA”) directors are obligated to abstain from voting on matters in which they may be financially interested after fully disclosing such interest. Directors’ compensation is not a matter on which they must abstain. Directors must be of the age of majority (18), and meet eligibility criteria including not being mentally infirm, not having any undischarged bankruptcies and having no fraud related convictions in the previous five years. There is no mandatory retirement age either under Emgold’s Articles or under the BCA.

 

Directors’ borrowing powers are not generally restricted where the borrowing is in Emgold’s best interests, but the directors may not authorize Emgold to provide financial assistance for any reason where Emgold is insolvent or the providing of the guarantee would render it insolvent. Directors need not own any shares of Emgold in order to qualify as directors.

 

The Articles specify the number of directors shall be the number of directors fixed by shareholders annually, or the number that are actually elected at a general shareholders meeting. Shareholders at the annual shareholders’ meeting determine the number of directors annually and all directors are elected at that time. Under the Articles the directors are entitled between successive annual general meetings to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders meeting or actually elected at the preceding annual shareholders’ meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat.

 

Under the Articles, a director who is in any way directly or indirectly interested in a proposed contract or transaction, or who holds any office or possesses any property whereby directly or indirectly a duty might be created which would conflict with his duty or interest as a director, shall declare the nature and extent of such interest in such contract or transaction. A director shall not vote in respect of any such contract or transaction and if he should vote, his vote shall not be counted, but he may be counted in the quorum present at the meeting. Similarly, under the BCA directors are obligated to abstain from voting on matters in which they may be financially interested after fully disclosing such interest.

Descriptions of rights, preferences and restrictions attaching to each class of shares

Common Shares

Emgold has authorized an unlimited number of common shares without par value. All common shares rank pari passu for the payment of dividends and distributions in the event of wind-up.

 

Some of the significant provisions under British Columbia law and Emgold’s Articles relating to the common shares may be summarized as follows:

 

Capital Increases and Other Changes

Authorized capital increases as well as other changes to the constituting documents require the approval of the majority of votes of shareholders at a duly convened meeting.

 

Certain changes such as amalgamations, re-domiciling, and creation of new classes of shares may also give rise to dissent rights (the right to be paid the “fair value” for their shares in cash if the matter is proceeded with).

Shares Fully Paid

All Emgold shares must, by applicable law, be issued as fully paid for cash, property or services. They are, therefore, non-assessable and not subject to further calls for payment.

 

Pre-emptive Rights

There are no pre-emptive rights applicable to Emgold which provide a right to any person to participate in offerings of Emgold’s securities

 

    54
     

 

Liquidation

All common shares of Emgold participate rateably in any available assets in the event of a winding up or other liquidation, subject to the prior rights of First Preference Shares.

 

No Limitation on Foreign Ownership

There are no limitations under Emgold’s Articles or in the BCA on the right of persons who are not residents of Canada or foreign shareholders to hold or vote common shares. (See also “Exchange Controls”)

 

Dividends

Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares. No dividend may be paid if Emgold is, or would thereby become, insolvent.

 

Voting Rights

Each Emgold common share is entitled to one vote on matters to which common shares ordinarily vote including the election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to Emgold. At an annual meeting of shareholders, subject to the BCA, general meeting resolutions are decided by a show of hands, or upon request, by a poll. A simple majority is required to pass an ordinary resolution.

 

Shareholder Meetings

Shareholders’ meetings are governed by the Articles of Emgold but many important shareholder protections are also contained in the Securities Act (British Columbia) and the BCA. The Articles provide that Emgold will hold an annual shareholders’ meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to the conduct of the meeting. The Securities Act (British Columbia) and the BCA superimpose requirements that generally provide that shareholder’ meetings require not less than a 60 day notice period from initial public notice and that Emgold makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by the Securities Act (British Columbia) and the BCA. This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions. Emgold must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder’s determination. The meeting must be held within 15 months of the previous annual shareholders’ meeting. A quorum for a shareholders’ meeting is two members or proxy holders present.

 

On October 18, 2013, Emgold adopted an Advance Notice Policy for future shareholder meetings. This was approved by Shareholders at the AGM on 27 November, 2013. The purpose of the Policy is to provide shareholders, directors and management of the Company with a clear framework for nominating directors of the Company. The Company is committed to: (i) facilitating an orderly and efficient annual general or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of the director nominations and sufficient information regarding all director nominees; and (iii) allowing shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation. The Policy is intended to further these objectives.


The Policy, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company. The Policy fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company. No person will be eligible for election as a director of the Company unless nominated in accordance with the Policy.


In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days and not more than 65 days prior to the date of the annual meeting; provided, however, that, in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.


In the case of a special meeting of shareholders called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

    55
     

 

Change in Control

Emgold has not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. Emgold does not have any agreements, which are triggered by a take-over or other change of control. There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in Emgold’s material agreements giving special rights to any person on a change of control.

 

Insider Share Ownership Reporting

The articles of Emgold do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to Emgold’s shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of Emgold but the Securities Act (British Columbia) requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales.

 

Securities Act (British Columbia)

This statute applies to Emgold and governs matters typically pertaining to public securities such as continuous quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling maters. All Emgold shareholders regardless of residence have equal rights under this legislation.

 

Future Capital Calls

The directors of the Company do not have any liability for future capital calls.

 

Preference Shares

Emgold has authorized an unlimited number of preference shares without par value of which none are outstanding as at December 31, 2016 .

 

C. Material contracts

 

The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which Emgold or any member of the Emgold group is a party, for the two years preceding the date of this document.

 

1. None

 

D. Exchange controls

 

The Company is not aware of any Canadian federal or provincial laws, decrees or regulations that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to a non-resident holder of Common Shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. See “Taxation”, below.

 

There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of Emgold on the right of a non-resident to hold or vote the Common Shares, other than as provided in the Investment Canada Act (the “Investment Act”). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire the Common Shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory amendments. Emgold does not believe the Investment Act will have any effect on it or on its non-Canadian shareholders due to a number of factors including the nature of its operations and Emgold’s relatively small capitalization.

 

The Investment Act generally prohibits implementation of a “reviewable” investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review the Director of Investments appointed by the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek an advance ruling. An investment in Emgold’s Common Shares by a non-Canadian other than a “WTO Investor” (as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when Emgold was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of Emgold and the value of the assets of Emgold, as determined in accordance with the regulations promulgated under the Investment Act, was over a certain figure, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, regardless of the value of the assets of Emgold. An investment in the Common Shares by a WTO Investor, or by a non-Canadian when Emgold was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of Emgold and the value of the assets of Emgold, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2013 is Cdn$344 million. A non-Canadian would acquire control of Emgold for the purposes of the Investment Act if the non-Canadian acquired a majority of the Common Shares. The acquisition of less than a majority but one-third or more of the Common Shares would be presumed to be an acquisition of control of Emgold unless it could be established that, on the acquisition, Emgold was not controlled in fact by the acquirer through the ownership of the Common Shares.

    56
     

 

The foregoing assumes Emgold will not engage in the production of uranium or own an interest in a producing uranium property in Canada, or provide any financial service or transportation service, as the rules governing these businesses are different.

 

Certain transactions relating to the Common Shares would be exempt from the Investment Act, including:

 

a) an acquisition of the Common Shares by a person in the ordinary course of that person’s business as a trader or dealer in securities,
b) an acquisition of control of Emgold in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and
c) an acquisition of control of Emgold by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of Emgold, through the ownership of the Common Shares, remained unchanged.

 

E. Taxation

 

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES OF THE COMPANY.

 

Material Canadian Federal Income Tax Consequences for United States Residents

 

The following summarizes the material Canadian federal income tax consequences generally applicable to the holding and disposition of Common Shares by a holder (in this summary, a “U.S. Holder”) who, (a) for the purposes of the Income Tax Act (Canada) (the “Tax Act”), is not resident in Canada, deals at arm’s length with Emgold, holds the Common Shares as capital property and does not use or hold the Common Shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) for the purposes of the Canada-United States Income Tax Convention, 1980 (the “Treaty”), is a resident solely of the United States, has never been a resident of Canada, and has not held or used (and does not hold or use) Common Shares in connection with a permanent establishment or fixed base in Canada. This summary does not apply to traders or dealers in securities, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any other U.S. Holder to which special considerations apply.

 

This summary is based on the current provisions of the Tax Act including all regulations thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations and the Treaty publicly announced by the Government of Canada to the date hereof, and the current administrative practices of the Canada Customs and Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant change in any governing law or administrative practice, although no assurances can be given in these respects. This summary does not take into account provincial, U.S., state or other foreign income tax law or practice. The tax consequences to any particular U.S. Holder will vary according to the status of that holder as an individual, trust, corporation, partnership or other entity, the jurisdictions in which that holder is subject to taxation, and generally according to that holder’s particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice to any particular U.S. Holder.

    57
     

 

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Emgold will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of Emgold’s voting shares). Emgold will be required to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government for the U.S. Holder’s account.

 

Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a Common Share in the open market unless the share is “taxable Canadian property” to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty. A Common Share will be taxable Canadian property to a U.S. Holder if, at any time during the 60 months preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal at arm’s length alone or together owned, or had rights to acquire, 25% or more of Emgold’s issued shares of any class or series. If the shares of Emgold constitute taxable Canadian property to the holder, the holder may be subject to Canadian income tax on the gain. The taxpayer’s taxable capital gain or loss from a disposition of the share is the amount, if any, by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the adjusted cost base and reasonable expenses of disposition. One-half of the capital gain is included in income and one-half of the capital loss is deductible from capital gains realized in the same year. Unused capital losses may be carried back three taxation years or forward indefinitely and applied to reduce capital gains realized in those years. It should be noted that Canada requires a withholding tax on the gross proceeds of a sale of taxable Canadian property by a non-resident. The withholding tax may be reduced on completion of a Clearance Certificate Request. If the disposition of the share is subject to tax in Canada, the non-resident must also file a Canadian income tax return reporting the disposition.

 

A U.S. Holder whose Common Shares do constitute taxable Canadian property, and who might therefore be liable for Canadian income tax under the Tax Act, will generally be relieved from such liability under the Treaty unless the value of such shares at the time of disposition is derived principally from real property situated in Canada. The value of Emgold’s common shares is not currently derived principally from real property situated in Canada.

 

United States Tax Consequences

 

United States Federal Income Tax Consequences

 

NOTHING CONTAINED IN THIS SUMMARY CONTAINING ANY U.S. FEDERAL TAX ISSUE IS INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED FOR THE PURPOSE OF AVOIDING U.S. TAX PENALTIES UNDER THE CODE.

 

The following is a discussion of material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of Emgold. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (see “Taxation – Material Canadian Federal Income Tax Consequences for United States Residents” above) for Canadian tax consequences. Accordingly, we strongly recommend that holders and prospective holders of common shares of Emgold consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of common shares of Emgold, based upon their individual circumstances.

 

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation, which, if enacted, could be applied, possibly on a retroactive basis, at any time.

 

    58
     

U.S. Holders

As used herein, a “U.S. Holder” means a holder of common shares of Emgold who is a citizen or individual resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets, within the meaning of Section 1221 of the Code, and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of the total outstanding stock of Emgold. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to persons holding common shares through a partnership.

 

Distribution on Common Shares of Emgold

Subject to the rules discussed under “Passive Foreign Investment Company” below, in general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of Emgold are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that Emgold has current or accumulated earnings and profits (as determined under United States federal income tax principles), without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed current and accumulated earnings and profits of Emgold, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder, which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder, which is a corporation.

 

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

 

Under current Treasury Regulations, dividends paid on Emgold’s common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of Emgold’s common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

 

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of Emgold may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit; among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive category income”, and “general category income.” Dividends distributed by Emgold will generally constitute “passive category income” or, in the case of certain U.S. Holders, “general category income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of Emgold should consult their own tax advisors regarding their individual circumstances.

    59
     

 

Disposition of Common Shares of Emgold

Subject to the rules discussed under “Passive Foreign Investment Company” below, in general, U.S. Holders will recognize gain or loss upon the sale of common shares of Emgold equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in the common shares of Emgold. Preferential tax rates apply to long-term capital gains of U.S. Holders, which are individuals, estates or trusts. In general, gain or loss on the sale of common shares of Emgold will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders, which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted.

 

For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

 

Passive Foreign Investment Company

United States income tax law contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States if, for any taxable year, either (i) 75% or more of its gross income is “passive income,” which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. Emgold PFIC status has not been assessed for years ended December 31, 2016, 2015, 2014, 2013, or 2012. However Emgold appears to have been a PFIC for the fiscal year ended December 31, 2009 and at least certain prior fiscal years. In addition, Emgold may qualify as a PFIC in future fiscal years. We strongly recommend that each U.S. Holder consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder’s tax situation.

 

Each U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of three alternative tax regimes at the election of such U.S. Holder. The following is a discussion of such alternative tax regimes applied to such U.S. Holders of Emgold.

 

A U.S. Holder who elects to treat Emgold as a qualified electing fund (“QEF”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which Emgold qualifies as a PFIC on his pro rata share of Emgold’s (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholder’s taxable year in which (or with which) Emgold’s taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holder’s tax basis in the common shares will be increased by any such amount that is included in income but not distributed.

 

The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which Emgold is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a “timely” QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, Emgold qualified as a PFIC in a prior year during the U.S. Holder’s holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date. The qualification date is the first day of Emgold’s first tax year in which Emgold qualified as a QEF with respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and the above-described gain-recognition election under Section 1291 is referred to herein as an “Electing U.S. Holder.” A U.S. Holder who holds common shares at any time during a year of Emgold in which Emgold is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and does not make the above-described gain-recognition election) is referred to herein as a “Non-Electing U.S. Holder.” An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his Emgold common shares as capital gain; and (ii) may either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of Emgold’s annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as “personal interest” that is not deductible.

    60
     

 

In order for a U.S. Holder to make (or maintain) a valid QEF election, Emgold must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such information. Emgold intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to Emgold. We strongly recommend that each prospective U.S. Holder consult a tax advisor regarding the availability of, and procedure for making, the QEF election.

 

A QEF election, once made with respect to Emgold, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a U.S. Holder makes a QEF election and Emgold ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which Emgold does not qualify as a PFIC. Therefore, if Emgold again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which Emgold qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of Emgold. Therefore, if such U.S. Holder reacquires an interest in Emgold, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which Emgold qualifies as a PFIC.

 

In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Emgold common shares and (ii) certain “excess distributions,” as defined in Section 1291(b), by Emgold.

 

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Emgold common shares and all excess distributions on his Emgold common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder’s period prior to the first day of the first year of Emgold (i) which began after December 31, 1986, and (ii) for which Emgold was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is wholly non-deductible. The balance, if any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

 

If Emgold is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Emgold common shares, then Emgold will continue to be treated as a PFIC with respect to such Registrant common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Emgold common shares had been sold on the last day of the last taxable year for which it was a PFIC.

 

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a “mark-to-market election”). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if a Non-Electing U.S. Holder makes the mark-to-market election after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Emgold common shares. A U.S. Holder who makes the mark-to market election will include in income for each taxable year for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of Emgold as of the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in Emgold included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in the common shares of Emgold will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless Emgold common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. A U.S. Holder makes a mark-to-market election by filing IRS Form 8621. No view is expressed regarding whether common shares of Emgold are marketable for these purposes or whether the election will be available.

    61
     

 

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Emgold common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee’s basis is generally equal to the fair market value of the Electing U.S. Holder’s common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. We strongly recommend that each prospective U.S. Holder of Emgold consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

 

Certain special, generally adverse, rules will apply with respect to Emgold common shares while Emgold is a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

 

F. Dividends and Paying Agents

 

Not applicable.

 

G. Statement By Experts

 

Not applicable.

 

H. Documents on Display

 

Exhibits included with this Form 20-F are also available for viewing at the offices of Emgold, Suite 1010, 789 West Pender Street, Vancouver, British Columbia V6C 1H2 or on request of Emgold at (778) 375-3106. Copies of Emgold’s financial statements and other continuous disclosure documents required under the British Columbia Securities Act are available for viewing on the Internet at www.SEDAR.com.

 

    62
     

 

I. Subsidiary Information

 

Not applicable.

 

I TEM 11.                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A. Quantitative Information About Market Risk

 

As at December 31, 2016, the Company has the following foreign denominated balances, which are recorded at the U.S. dollar amount and are subject to foreign exchange risk:

 

Foreign Denominated Balances (Rounded ‘000’s)

  Canadian currency amount

 

U.S. currency amount

Cash 19,000 59,000
Accounts payable and accrued liabilities (93,000) (111,000)

 

B. Qualitative Information About Market Risk

 

Transaction Risk and Currency Risk Management

 

Emgold’s current operations do not employ financial instruments or derivatives. Currently the Company has no long-term debt or source of revenue as the Company is in the resource exploration and early development stage on its mineral property interests.

 

Exchange Rate Sensitivity

 

The majority of Emgold’s operations are in the United States, but its administrative operations are in Canada. The Company is affected by exchange rate risk, as the equity financings by the Company to date have been denominated primarily in Canadian dollars. Excess cash is invested primarily in United States dollar denominated investments and may be affected by exchange rate risk for Canadian dollar expenditures. In future, it will be necessary to do further equity or other forms of financing. The funds may be received in either Canadian or U.S. dollars. Funds received in U.S. dollars will likely remain in U.S. dollars and be used for expenditures in U.S. dollars, to reduce exchange risk. The risk that the Company is subject to will be if expenses are incurred in Canadian dollars, with large fluctuations in the Canadian-U.S. dollar exchange rate at that time of the transaction. The Company’s potential near-term exchange risk associated with fluctuation of exchange rates is not believed to be material. Exchange gain in fiscal 2016 was a nominal amount.

 

Interest Rate Risk and Equity Price Risk

 

Emgold has been equity financed and does not have any debt that is subject to interest rate change risks.

 

Commodity Price Risk

 

While the value of Emgold’s resource properties can always be said to relate to the price of precious metals and the outlook for same, Emgold currently does not have any operating mines and hence does not have any hedging or other commodity based risk respecting its operations.

 

ITEM 12.                 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Not applicable.

 

PART II

 

ITEM 13.                 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

Not applicable.

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ITEM 14.                 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

Not applicable.

 

ITEM 15.                 CONTROLS AND PROCEDURES

 

a) Disclosure controls and procedures.

 

Management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting 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 generally accepted accounting principles.

 

Management is also responsible for designing, establishing, and maintaining a system of disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that material items requiring disclosure by the Company are identifies and reported in a timely manner.

 

Based upon the evaluation, our CEO and CFO have concluded that as of December 31, 2016, our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective in providing reasonable assurance.

 

b) Management’s annual report on internal control over financial reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes.

 

The Chief Executive Officer and the Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures and assessed the design and the operating effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 framework) in Internal Control-Integrated Framework. Based on that assessment, management concluded that, as at the date of the audit report of the December 31, 2016 financial statements, the Company’s internal control over financial reporting was effective.

 

c) Attestation Report of the registered public accounting firm.

 

Not applicable

 

d) Changes in internal control over financial reporting.

 

There was no other change in the Company’s internal control over financial reporting that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. We have engaged in, and are continuing to engage in, efforts to improve our internal control over financial reporting and disclosures and procedures related to substantially all areas of our financial statements and disclosures.

 

ITEM 16A.                AUDIT COMMITTEE FINANCIAL EXPERT

 

The members of the audit committee are Messrs. William J. Witte, Allen Leschert, and Andrew MacRitchie. The Company’s Board of Directors has determined that Mr. MacRitchie qualifies as an “audit committee financial expert” and is “independent” as that term is defined under NYSE MKT rules. Mr. MacRitchie is a Chartered Accountant and CFO of a resource company. The other members of the audit committee also have significant financial experience within the mining industry and are considered financially literate, and they are also considered independent.

 

ITEM 16B.                CODE OF ETHICS

 

The Company has adopted a code of ethics that applies to the Company’s chief executive officer, the chief financial officer and other members of senior management. The Company’s Code of Ethics is included as an exhibit to this Form 20-F. There have been no amendments to the code of ethics and no waivers during the year ended December 31, 2016, and to the date of this Form 20-F.

    64
     

 

ITEM 16C.                PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The following table discloses the aggregate fees billed for each of the last three fiscal years for professional services rendered by the Company’s audit firm for various services:

 

Professional Service Fees from Audit Firm

Services: Years ended December 31  
2016 (Cdn$) 2015 (Cdn$)
Audit Fees $   22,000 $   20,000
Audit-Related Fees (1) -- --
Tax Fees -- --
All Other Fees (2) -- --

 

Total Fees

 

$ 22,000

 

$ 20,000

Notes:

(1) “Audit-Related Fees” includes services that are traditionally performed by the auditor. These audit-related services include review of SEC documentation and audit or attest services not required by legislation or regulation.
(2) Canadian Public Accounting Board and IFRS conversion fees.

 

From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company’s auditors. The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company’s auditors for such non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered “prohibited services” as contemplated by the United States Securities and Exchange Commission and whether the services requested and the fees related to such services could impair the independence of the auditors. All of the non-audit related services provided by the Company’s audit firm were pre-approved by the audit committee.

 

During the year ended December 31, 2016, all of the services described above under “Principal Accountant Fees and Services” under the captions “Audit-Related Fees”, “Tax Fees”, and “All Other Fees” were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

ITEM 16D.                EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

Not applicable.

 

ITEM 16E.                PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

Not applicable.

 

ITEM 16F.                CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

Disclosure relating to this item was previously reported in the Company’s Form 20-F annual report for the year ended December 31, 2014, as amended on November 4, 2015.

 

 

ITEM 16G.                CORPORATE GOVERNANCE

 

Not applicable.

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ITEM 16H.                MINE SAFETY DISCLOSURE

 

Not applicable.

 

PART III

 

ITEM 17.                 FINANCIAL STATEMENTS

 

Not Applicable. See Item 18.

 

 

 

ITEM 18.                 FINANCIAL STATEMENTS

 

Independent Auditor’s Reports     F-1  

 

Consolidated Statements of Financial Position as at December 31, 2016, 2015, and 2014

    F-1  

 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2016, 2015, and 2014

    F-1  

 

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2016, 2015, and 2014

    F-1  

 

Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015, and 2014

    F-1  

 

Notes to the Consolidated Financial Statements for the years ended December 31, 2016, 2015, and 2014

   

 

F-1

 

 

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ITEM 19.                 EXHIBITS

 

Index to Exhibits

 

The following exhibits are filed with, or incorporated by reference in, this Annual Report on Form 20-F.

 

   

Exhibit

Number

Description
F-1 Consolidated Financial Statements for for Years Ended December 31, 2016, 2015, and 2014, and the auditors’ Report.*
1.1 Articles and Memorandum of Emgold Mining Corporation, originally incorporated as 361869 B.C. Ltd. on March 17, 1989.(1)
2.1 2005 Stock Option Plan (10% Rolling) – June 8, 2005, amended December 22, 2011 and approved by the TSX-V on February 2, 2012.(2)
8.1 List of subsidiaries.*
11.1 Code of Ethics, effective September 1, 2005.(2)
12.1 Certification pursuant to Rule 13a-14(A)/15d-14(a) of Chief Executive Officer.*
12.2 Certification pursuant to Rule 13a-14(A)/15d-14(a) of Chief Financial Officer.*
13.1 Certification pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer.*
13.2 Certification pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer.*
   
  Notes:
  * Filed herewith.
  (1) Previously filed as exhibit to Form 6-K on March 8, 2010 and incorporated by reference.
  (2) Previously filed as exhibit to Form 20-F on May 21, 2013 and incorporated by reference.
 

 

END OF EXHIBITS

 

 

    67
     

Glossary of Geologic and Mining Terms

 

Anomaly Any deviation from normal. Examples would include geologic features or concentrations of metal noticeably different than surrounding features or metals.
Arsenopyrite A sulphide of arsenic and iron.
Assay An analysis to determine the presence, absence or quantity of one or more components.
Axis An imaginary hinge line about which the fold limbs are bent. The axis of a fold can be at the top or bottom of the fold, can be tilted or horizontal.
Batholith An intrusion, usually granitic, which has a large exposed surface area and no observable bottom. Usually associated with orogenic belts. Of a large, deep-seated rock intrusion, usually granite, often forming the base of a mountain range, and uncovered only by uplifted erosion.
Bed The smallest division of a stratified rock series, marked by a well-defined divisional plane from its neighbours above and below; an ore deposit, parallel to the stratification, constituting a regular member of the series of formations.
Bedding Condition where planes divide sedimentary rocks of the same or different lithology.
Bedrock Solid rock exposed at the surface of the earth, or overlain by surficial deposits.
Breccia Rock made up of angular fragments in a matrix of finer-grained material or cementing material.
Brecciated Rock broken up by geological forces.

Bulk sample                      A very large sample, the kind of sample to take from broken rock, or from gravels and sands when testing placer deposits.

Calcite Calcium carbonate, a mineral found in limestone, chalk and marble and metamorphic rocks.
Chalcopyrite Copper iron sulphide mineral and an important ore of copper.

Chip sample                       A sample composed of discontinuous chips taken along a rock surface across a given line.

Claim That portion of public mineral lands, which a party has staked or marked out in accordance with provincial or state mining laws, to acquire the right to explore for the minerals under the surface.
Contact The place or surface where two different kinds of rocks come together.
Crystalline Means the specimen is made up of one or more groups of crystals.

Cut-off grade                    The minimum grade of mineralization used to establish quantitative and qualitative estimates of total mineralization.

Deposit A natural occurrence of a useful mineral or ore in sufficient extent and degree of concentration to invite exploitation.
Diabase Igneous hypabyssal rocks that are transitional from volcanic to plutonic. The name is applied differently in different parts of the world leading to considerable confusion.

Diamond drill                    A type of rotary drill in which the cutting is done by abrasion using diamonds embedded in a matrix rather than by percussion. The drill cuts a core of rock which is recovered in long cylindrical sections.

Diamond drill hole            A method of obtaining a cylindrical core of rock by drilling with a diamond impregnated bit.

Dilution Results from the mixing in of unwanted waste rock with the ore during mining.
Dip The angle at which a stratum or drill hole is inclined from the horizontal. Alternatively, a geological measurement of the angle of maximum slope of planar elements in rocks.
Displacement Relative movement of rock on opposite side of a fault; also known as dislocation.
Fault A fracture or fracture zone along which there has been displacement of the sides relative to one another parallel to the fracture. Alternatively, a break in the continuity of a body of rock.

Feasibility study              Engineering study to determine if a mineral property can be developed at a profit, and which methods should be used to develop it.

Feldspar A group of aluminum silicate minerals closely related in chemical composition and physical
    68
     

properties. There are two major chemical varieties of feldspar: the potassium aluminum, or potash feldspars and the sodium-calcium-aluminum, or plagioclase feldspars.

Felsic Light-coloured silicate minerals, mainly quartz and feldspar, or an igneous rock comprised largely of felsic minerals (granite, rhyolite).
Folds Flexures in bedded or layered rocks. They are formed when forces are applied gradually to rocks over a long period of time.
Footwall The mass of rock that lies beneath a fault, an ore body, or a mine working; the top of the rock stratum underlying a vein or bed of ore.
Fracture Breaks in a rock, usually due to intensive folding or faulting.
Gangue Term used to describe worthless minerals or rock waste mixed in with the valuable minerals.

Geochemical anomaly     An area of elevated values of a particular element in soil or rock samples collected during the preliminary reconnaissance search for locating favourable metal concentrations that could indicate the presence of surface or drill targets.

Geochemical survey         A systematic measure of the abundance of different elements in rock, soil, water, etc.

Geochemistry Study of chemical elements in rocks or soil.

Geological mapping          Surveys defining the surface distribution of rock varieties, age relationships and structural features.

Geophysics The study of the physical properties of rocks, minerals, and mineral deposits.
Gouge Soft, pulverized mixture of rock and mineral material found along shear (fault) zones and produced by the differential movement across the plane of slippage.

Grab sampling                  A random sample of mineralized rock with no statistical validity, taken simply to check the type of mineralization.

Grade The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
Granite An intrusive igneous rock consisting essentially of alkali feldspar and quartz, plus micas and accessory minerals.
Graphite A soft black form of native carbon.
Grid A network composed of two sets of uniformly spaced parallel lines, usually intersecting at right angles and forming squares, superimposed on a map, chart, or aerial photograph, to permit identification of ground locations by means of a system of coordinates and to facilitate computation of direction and distance and size of geologic, geochemical or geophysical features.

Hanging wall

and footwall                     Terms used in reference to faults when mining along a fault, your feet would be in the footwall side of the fault and the other side would be “hanging” over your head. The rock mass above a fault plane, vein, lode, ore body, or other structure, the underside of the country rock overlying a vein or bed of ore.

Heavy mineral

concentrate sample         A sample of heavy minerals collected from stream gravels and concentrated by panning.

Hectare A square of 100 metres on each side; 10,000 square metres or 2.471 acres.

Host rock                           The rock within which the ore deposit occurs.

Igneous Rock formed by the cooling of molten silicate mineral.

Induced polarization

(I.P.) method                     A geophysical method used to measure various electrical responses to the passage of alternating currents of different frequencies through near-surface rocks or to the passage of pulses of electricity.

    69
     
Intermediate An igneous rock made up of both felsic and mafic minerals (diorite).
Intrusion General term for a body of igneous rock formed below the earth’s surface.

Intrusive rock                   Any igneous rock solidified from magma beneath the earth’s surface.

Joint venture

agreement                         An agreement where the parties agree to the terms on which a property will be explored, developed, and mined.

Lode See vein.
Mafic A term used to describe ferromagnesian minerals. Rocks composed mainly of ferromagnesian minerals are correctly termed melanocratic.
Magma Naturally occurring molten rock material, generated within the earth and capable of intrusion and extrusion, from which igneous rocks have been derived through solidification and related processes. It may or may not contain suspended solids (such as crystals and rock fragments) and/or gas phases.
Massive Implies large mass. Applied in the context of hand specimens of, for example, sulphide ores; it usually means the specimen is composed essentially of sulphides with few, if any, other constituents.
Melange A body of rock characterized by a lack of internal continuity of contacts or strata and by the inclusion of fragments and blocks of all sized and sometimes various types, embedded in a fine-grained matrix.

Metamorphosed or

metamorphic                     A rock that has been altered within the earth’s crust by physical and chemical processes including heat, pressure and fluids.

Meta-sediment A sediment or sedimentary rock that shows evidence of metamorphosis.
Metavolcanic An informal term for volcanic rock that shows evidence of metamorphosis.
Mesozoic An era of geologic time, from the end of the Paleozoic era to the start of the Cenozoic, or from about 225 to about 50 million years ago.
Mineral A naturally occurring, inorganic, solid element or compound that possesses an orderly internal arrangement of atoms and a unique set of physical and chemical properties.

Mineral claim                      A legal entitlement to minerals in a certain defined area of ground.

Mineral deposit or

mineralized material         A mineralized underground body which has been intersected by sufficient closely spaced drill holes and / or underground sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This deposit does not qualify as a commercially mineable ore body (reserves), as prescribed under Commission standards, until a final and comprehensive economic, technical, and legal feasibility study based upon the test results is concluded.

Mineralization The concentration of metals and their chemical compounds within a body of rock.

Mining lease                      A claim or number of claims to which the right to mine is assigned.

Net smelter returns

royalty                                Means the amount actually paid to the mine or mill owner from the sale of ore, minerals and other materials or concentrates mined and removed from mineral properties. A royalty based on net smelter returns provides cash flow that is free of any operating or capital costs and environmental liabilities.

Option agreement            An agreement where the optionee can exercise certain options to increase contracted interest in a property by making periodic payments to the optionor or by exploring, developing or producing from the optionor’s property.

Ore A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.

Ore body                           A solid and fairly continuous mass or ore.

    70
     

Ore reserve                         The measured quantity and grade of all or part of a mineralized body in a mine or undeveloped mineral deposit for which the mineralization is sufficiently defined and measured on three sides to form the basis of at least a preliminary mine production plan for economically viable mining.

Outcrop An in-situ exposure of bedrock.
Paleozoic An era of geologic time, from the end of the Precambrian to the beginning of the Mesozoic, or from about 570 to about 225 million years ago.
Pluton Term for an igneous intrusion, usually formed from magma.
Pyrite Iron sulphide (FeS 2 )

Qualified person                In accordance with NI 43-101, a “qualified person” means an individual with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these. This person must also have experience relevant to the subject matter of the mineral project, and must be member in good standing of a professional association.

Quartz A mineral composed of silicon dioxide.

Reclamation bond             Usually required when mechanized work is contemplated. Used to reclaim any workings or put right any damage, if your reclamation does not satisfy the requirements of the regulations.

Reconnaissance A general examination or survey of a region with reference to its main features, usually as a preliminary step to a more detailed survey.

Replacement

mineralization                   Mineral deposit formed by replacement of previous rock.

Reverse circulation

drill                                    A rotary percussion drill in which the drilling mud and cuttings return to the surface through the drill pipe.

Rock chip sample             A rock sample consisting of chips collected continuously over a specified width.

Rotary drilling                   A drilling method where a hard-toothed bit rotates at the bottom of a drill pipe, grinding a hole into the rock. Lubrication is provided by continuously circulating drilling fluid, which brings the rock cuttings to the surface.

Royalty interest               A royalty interest is tied to a unit of production, such as tonne of concentrate or ounce of gold or silver produced. A common form of royalty interest is the net smelter return.

Sample Small amount of material that is supposed to be absolutely typical or representative of the object being sampled.
Schist A strongly foliated crystalline rock, formed by dynamic metamorphism, that has well-developed parallelism of more than 50% of the minerals present, particularly those of lamellar or elongate prismatic habit, e.g. mica and hornblende.
Sedimentary A rock formed from cemented or compacted sediments.
Sediments Are composed of the debris resulting from the weathering and break-up of other rocks that have been deposited by or carried to the oceans by rivers, or left over from glacial erosion or sometimes from wind action.
Sericite A fine-grained variety of mica occurring in small scales, especially in schists.
Shaft Vertical opening downwards.
Showing A rock outcrop revealing the presence of a certain mineral.
Silicate Most rocks are made up of a small number of silicate minerals ranging from quartz (SiO 2 ) to more complex minerals such as orthoclase feldspar (KAlSi 3 O 8 ) or hornblende (Ca 2 Na(Mg,Fe) 4 (Al,Fe,Ti)Si 8 ) 22 (OH) 2 ).

Soil sampling                    Systematic collection of soil samples at a series of different locations in order to study the distribution of soil geochemical values.

Sphalerite A zinc sulphide, ZnS, which may contain some iron and cadmium; the principal ore of zinc and cadmium.
Stock An igneous intrusive body of unknown depth with a surface exposure of less than 104 square kilometres. The sides, or contacts, of a stock, like those of a batholith, are usually steep and broaden with depth.
    71
     

Stock work                       A mineral deposit consisting of a three-dimensional network of closely spaced planar or irregular veinlets.

Stope An excavation in a mine from which ore is, or has been, extracted.
Strike The bearing, or magnetic compass direction, of an imaginary line formed by the intersection of a horizontal plane with any planar surface, most commonly with bedding planes or foliation planes in rocks.
Tailings Material rejected from a mill after recoverable valuable minerals have been extracted.

Tailings pond                   A pond where tailings are disposed.

Trenching The act of blasting or digging through overburden or outcrop to attend fresh bedrock for mapping and sampling.
Veins The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.
Waste Rock which is not ore. Usually referred to that rock which has to be removed during the normal course of mining in order to get at the ore.
Workings A part of a mine, quarry, etc., where work is or has been done.

.

 

    72
     

SIGNATURES

 

Emgold Mining Corporation 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.

EMGOLD MINING CORPORATION

Per:

/s/ David G. Watkinson                                     
David G. Watkinson, Chief Executive Officer

 

/s/ Grant T. Smith                                    
Grant T. Smith, Chief Financial Officer

DATED:                   May 1, 2017

 

    73
     

 

 

Emgold Mining Corporation

(An Exploration Stage Company)

Consolidated Financial Statements
For the Years Ended 31 December 2016, 2015, and 2014
Stated in US Dollars
 
 

Table of Contents

 

Management's Responsibility i
Independent Auditors' Report ii
Consolidated Statement of Financial Position 1
Consolidated Statement of Comprehensive Loss 2
Consolidated Statement of Changes in Equity 3
Consolidated Statement of Cash Flows 4
Notes to the Consolidated Financial Statements  
1)   Nature of operations and going concern 5
2)   Basis of preparation - Statement of Compliance 5
3)   Summary of significant accounting policies 6
4)   Critical accounting judgments and key sources of estimation uncertainty 12
5)   Recently adopted accounting standards 13
6)   Accounting standards issued but not yet effective 13
7)   Financial instruments and risk management 14
8)   Equipment 16
9)   Assets held for sale 17
10)   Exploration and evaluation assets 17
11)   Related party transactions 20
12)   Capital disclosures 20
13)   Segmented disclosure 22
14)   Income taxes 23
 
 

Management’s Responsibility

To the Shareholders of Emgold Mining Corporation:

Management is responsible for the preparation and presentation of the accompanying audited consolidated financial statements, including responsibility for significant accounting judgments and estimates in accordance with International Financial Reporting Standards. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the audited consolidated financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.

The Board of Directors and the Audit Committee are composed primarily of Directors who are neither management nor employees of the Company. The Board is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information presented. The Board fulfils these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and the external auditors. The Audit Committee has the responsibility of meeting with management, and the external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Audit Committee is also responsible for recommending the appointment of the Company’s external auditors.

We draw attention to Note 1 in the consolidated financial statements which indicates the existence of a material uncertainty that may cast substantial doubt on the Company’s ability to continue as a going concern.

MNP LLP, an independent firm of Chartered Professional Accountants, is appointed by the shareholders to audit the consolidated financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with the Board of Directors, Audit Committee, and management to discuss their audit findings.

 

20 April 2017

 

The consolidated financial statements were approved by the Board of Directors on 20 April 2017 and were signed on its behalf by:
“David Watkinson”   “Grant T. Smith”
David Watkinson, President & CEO   Grant T. Smith, CFO
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Independent Auditors’ Report

 

To the Shareholders of Emgold Mining Corporation:

We have audited the accompanying consolidated financial statements of Emgold Mining Corporation and its subsidiaries, which comprise the consolidated statements of financial position as at December 31, 2016 and 2015, and the consolidated statements of comprehensive loss, changes in equity and cash flows for each of the years in the three year period ended December 31, 2016, 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, the consolidated financial statements present fairly, in all material respects, the financial position of Emgold Mining Corporation as at December 31, 2016 and 2015 and their financial performance and their cash flows for each of the years in the three year period ended December 31, 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 of the consolidated financial statements, which states that Emgold Mining Corporation incurred significant losses from operations, negative working capital and has an accumulated deficit. This, along with other matters described in Note 1, raise substantial doubt about the ability of Emgold Mining Corporation to continue as a going concern.

Vancouver, British Columbia

April 20, 2017 Chartered Professional Accountants 

 

 

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Emgold Mining Corporation Statement 1

US Dollars

 

 

Consolidated Statement of Financial Position

          As at   As at
  Note      

31 December

2016

 

31 December

2015

ASSETS              
Current Assets              
Cash and cash equivalents       $ 73,470 $ 3,226
Amounts receivable         3,846   905
Prepaid amounts and deposits         8,990   6,056
          86,306   10,187
Non-current Assets              
Reclamation bonds         9,309   9,032
Equipment (8)       -   610
Assets held for sale (9)       154,452   490,508
Exploration and evaluation assets (10)       594,113   619,113
          757,874   1,119,263
        $ 844,180 $ 1,129,450
LIABILITIES              
Current Liabilities              
Accounts payable and accrued liabilities       $ 159,482 $ 147,593
Due to related parties (11)       708,541   793,507
          868,023   941,100
EQUITY (statement 3)              
Share capital         44,035,360   43,975,360
Warrants – contributed surplus         686,349   686,349
Options – contributed surplus         7,062,781   7,062,781
Deficit         (51,808,333)   (51,536,140)
          (23,843)   188,350
        $ 844,180 $ 1,129,450

 

(1) Nature of operations and going concern
(2) Basis of preparation - Statement of Compliance
(14) Segmented disclosure
   

 

The consolidated financial statements were approved by the Board of Directors on 20 April 2017 and were signed on its behalf by:
“David Watkinson”   “Andrew MacRitchie”
David Watkinson, Director   Andrew MacRitchie, Director

 

--The accompanying notes form an integral part of the consolidated financial statements--

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Emgold Mining Corporation Statement 2

US Dollars

 

 

Consolidated Statement of Comprehensive Loss

      Year Ended   Year Ended   Year Ended
  Note  

31 December

2016

 

31 December

2015

 

31 December

2014

CONTINUING OPERATIONS              
EXPENSE              
Exploration and Evaluation              
Resource property expense (10) $ 58,700 $ 39,802 $ 43,601
               
General and Administrative              
Management and consulting     117,188   125,345   71,131
Professional fees     38,579   33,171   50,990
Office and administration     31,147   19,227   35,943
Listing and filing fees     15,343   11,042   27,083
Insurance     8,087   7,886   12,694
Shareholder communication     5,414   4,059   12,197
Banking costs     1,972   1,422   849
Amortization (8)   610   1,058   1,840
Impairment of mineral properties     -   257,942   -
      218,340   461,152   242,375
Net Loss and Comprehensive Loss Before Other Items     277,040   500,954   285,976
Other (income)              
Gain on sale of equipment     -   (3,500)   (6,246)
Loss on sale of real estate property     16,351   -   -
Unrealized gain on warrant liability     -   -   (2,715)
Foreign exchange (gain) loss     10,429   (21,787)   (8,181)
Write-off of accounts payables and accrued liabilities     (31,627)   (714)   (24,696)
      (4,847)   (26,001)   (41,838)
Net Loss and Comprehensive Loss   $ 272,193 $ 474,953 $ 244,138
Basic and Diluted Loss per Common Share   $ 0.01 $ 0.01 $ 0.00
Weighted Average Number of Shares Outstanding     79,127,316   78,153,371   75,046,475

 

--The accompanying notes form an integral part of the consolidated financial statements--

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Emgold Mining Corporation Statement 3

US Dollars

 

 

 

Consolidated Statement of Changes in Equity

    Shares   Amount Warrants   Amount Options   Amount   Deficit  

Shareholders’

Equity

Balance at 01 January 2014   72,587,462 $ 43,687,315 8,985,003 $ 686,349 7,030,665 $ 7,062,781 $ (50,817,049 ) $ 619,396
Private placement issuances   5,000,000   230,056 -   - -   -   -   230,056
Shares issued for properties   236,000   20,000 -   - -   -   -   20,000
Share issuance cost   -   (2,011) -   - -   -   -   (2,011)
Private placement warrants   -   - 2,500,000   - -   -   -   -
Options expired   -   - -   - (64,000)   -   -   -
Warrants expired   -   - (3,321,428)   - -   -   -   -
Comprehensive loss for the year   -   - -   - -   -   (244,138)   (244,138)
Balance at 31 December 2014   77,823,462 $ 43,935,360 8,163,575 $ 686,349 6,966,665 $ 7,062,781 $ (51,061,187 ) $ 623,303
Balance at 01 January 2015   77,823,462 $ 43,935,360 8,163,575 $ 686,349 6,966,665 $ 7,062,781 $ (51,061,187 ) $ 623,303
Shares issued for properties   472,222   40,000 -   - -   -   -   40,000
Options expired   -   - -   - (1,966,665)   -   -   -
Warrants expired   -   - (5,663,575)   - -   -   -   -
Comprehensive loss for the year   -   - -   - -   -   (474,953)   (474,953)
Balance at 31 December 2015   78,295,684 $ 43,975,360 2,500,000 $ 686,349 5,000,000 $ 7,062,781 $ (51,536,140) $ 188,350
Balance at 01 January 2016   78,295,684 $ 43,975,360 2,500,000 $ 686,349 5,000,000 $ 7,062,781 $ (51,536,140) $ 188,350
Shares issued for properties   708,333   60,000 -   - -   -   -   60,000
Warrant expired   -   - (2,500,000)   - -   -   -   -
Comprehensive loss for the year   -   - -   - -   -   (272,193)   (272,193)
Balance at 31 December 2016   79,004,017 $ 44,035,360 - $ 686,349 5,000,000 $ 7,062,781 $ (51,808,333) $ (23,843)

 

--The accompanying notes form an integral part of the consolidated financial statements--

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Emgold Mining Corporation Statement 4

US Dollars

 

 

Consolidated Statement of Cash Flows

      Year Ended   Year Ended   Year Ended
  Note  

31 December

2016

 

31 December

2015

 

31 December

2014

OPERATING ACTIVITIES              
Loss for the Period   $ (272,193) $ (474,953) $ (244,138)
Items not Affecting Cash              
Amortization (8)   610   1,058   1,840
Impairment of mineral properties     -   257,942   -
Write-off of accounts payable and accrued liabilities     (31,627)   (714)   (24,696)
Effect of currency translation     (277)   1,743   693
Loss on sale of real estate property     16,351   -   -
Unrealized gain on warranty liability     -   -   (2,175)
Gain on sale of equipment     -   (3,500)   (6,046)
      (287,136)   (218,424)   (271,938)
Net Change in Non-cash Working Capital              
Accounts receivable     (2,941)   595   (1,425)
Prepaid expenses and deposits     (2,934)   (217)   177
Accounts payable and accrued liabilities     43,516   15,710   65,967
Due to related parties     (84,966)   165,426   48,344
      (47,325)   181,514   113,063
      (334,461)   (36,910)   (158,875)
INVESTING ACTIVITIES              
Real estate property selling costs     (30,295)   -   -
Purchase of resource property     -   -   (110,000)
Resource property payments     85,000   10,000   20,000
Proceeds from sale of real estate property     350,000   -   -
Proceeds from sale of equipment     -   3,500   6,046
      404,705   13,500   (83,954)
FINANCING ACTIVITIES              
Proceeds from share issuance     -   -   233,056
Share issuance costs     -   -   (2,011)
      -   -   231,045
Net Increase (Decrease) in Cash     70,244   (23,410)   (11,784)
Cash position – beginning of year     3,226   26,636   38,420
Cash Position – end of year   $ 73,470 $ 3,226 $ 26,636
Schedule of Non-cash Investing and Financing Transactions              
Shares issued for mineral property acquisition (13) $ 60,000 $ 40,000 $ 20,000

 

--The accompanying notes form an integral part of the consolidated financial statements--

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Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

1) Nature of operations and going concern

Emgold Mining Corporation (“the Company” or “Emgold”) is incorporated under the British Columbia Corporations Act and the principal place of business is located at 1010 - 789 West Pender Street, Vancouver, British Columbia, V6C 1H2. The Company is in the process of exploring its mineral property interests and has not yet determined whether its mineral property interests contain mineral reserves that are economically recoverable. The Company’s shares are traded on the TSX Venture Exchange (“TSX-V”) and the OTC.

These consolidated financial statements (“Financial Statements”) have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company’s ability to continue in operation for the foreseeable future and to realize its assets and discharge its liabilities in the normal course of operations.

There are several adverse conditions that cast substantial doubt upon the soundness of this assumption. The Company has negative working capital, has incurred operating losses since inception, has no source of significant revenue at this time, is unable to self-finance operations, and has significant on-going cash needs to meet its overhead requirements and maintain its exploration and evaluation assets. Further, the business of mining and exploration involves a high degree of risk and there can be no assurance that current or future exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation assets is dependent upon several factors, which include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.

For the Company to continue to operate as a going concern it must obtain additional financing; there can be no assurance that this will continue in the future.

If the going concern assumption were not appropriate for these financial statements then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses and the statement of financial position classifications used, and such adjustments could be material.

Rounded (‘000’s)  

31 December

2016

 

31 December

2015

Working capital deficiency $ (782,000) $ (931,000)
Accumulated deficit $ (51,808,000) $ (51,536,000)

 

2) Basis of preparation – Statement of Compliance

These Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Financial Statements have been prepared on a historical cost basis, except for financial instruments classified at fair value through profit and loss, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The policies set out were consistently applied to all the periods presented unless otherwise noted below. The preparation of consolidated financial statements in accordance with IAS 1 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies (Note 3). The functional and reporting currency of the Company is the United States dollar.

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Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

3) Summary of significant accounting policies
a) Basis of presentation

These consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries:

· Idaho-Maryland Mining Corporation
· Emgold (US) Corp.
· Golden Bear Ceramics Company

Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All significant intercompany transactions and balances have been eliminated. Golden Bear Ceramics Company was dissolved on July 21, 2016.

Non-controlling interest in the net assets of consolidated subsidiaries are identified separately from the Company’s equity. Non-controlling interest consists of the non-controlling interest at the date of the original business combination plus the non-controlling interest’s share of changes in equity since the date of acquisition. The Company has no non-controlling interests.

b) Foreign currency

These Financial Statements are presented in United States dollars (“$”), which is the Company’s functional and presentation currency. References to CDN$ represent Canadian dollars. The functional currency for the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates which is United States dollars. Transactions entered into by the Company’s subsidiary in a currency other than the currency of the primary economic environment in which it operates (its "functional currency") are recorded at the rates ruling when the transactions occur except depreciation and depletion which are translated at the rates of exchange applicable to the related assets, with any gains or losses recognized in the consolidated statements of loss and comprehensive loss.

Foreign currency monetary assets and liabilities are translated at current rates on the reporting date with the resulting gain or losses recognized in the consolidated statements of comprehensive loss. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in the consolidated statement of loss and comprehensive loss. Non-monetary assets and liabilities are translated using historical exchange rates. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value is determined.

c) Measurement uncertainty

The preparation of these Financial Statements, in conformity with IFRS, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s estimates relate to the valuation and estimated useful lives of equipment, the measurement of stock-based compensation, the valuation of warrants, the valuation allowance for deferred tax assets and liabilities, valuation and recoverability of resource properties, and the valuation of shares issued for resource property. Actual results may differ from these estimates.

6 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 Depreciation and depletion of property, plant, and equipment assets are dependent upon estimates of useful lives and reserve estimates, both of which are determined with the exercise of judgment. The assessment of any impairment of property, plant, and equipment is dependent upon estimates of recoverable amounts taking into account factors such as reserves, economic and market conditions and the useful lives of assets. Provisions for environmental rehabilitations are recognised in the period in which they arise and are stated as the fair value of estimated future costs.

The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. These estimates require the extensive use of judgment about the nature, cost and timing of the work to be completed, and may change with future changes to costs, environmental laws, and regulations and remediation practices. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d) Share based payments

The Company grants stock options to buy common shares of the Company to directors, officers, employees, and service providers. The Board of Directors grants such options for periods of up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing market price on the day preceding the date the options were granted.

The fair value of the options is measured at grant date, using the Black-Scholes option pricing model, and is recognized in the period that the options are earned. The fair value is recognized as an expense with a corresponding increase in equity. The amount recognized as expense is adjusted to reflect the number of share options expected to vest. Forfeitures of stock options are accounted for as incurred.

e) Deferred financing costs

Expenditures directly related to share issuances are recorded as a deferred financing cost until such time as the shares are issued. When the shares are issued, the deferred financing cost is recognized as a reduction of the net proceeds from the share issuance. If no shares are issued, these deferred financing costs are recognized as a component of comprehensive loss.

f) Financial instruments

All financial instruments must be recognized, initially, at fair value on the consolidated statement of financial position. The Company has classified each financial instrument into the following categories: “fair value through profit or loss”, “loans and receivables”, and “other liabilities”. Subsequent measurement of the financial instruments is based on their respective classification. Unrealized gains and losses on held for trading instruments are recognized in earnings. The other categories of financial instruments are recognized at amortized cost using the effective interest method. The Company had made the following classifications:

Financial Asset or Liability Category
Cash and cash equivalents Fair value through profit or loss
Amounts receivable Loans and receivables
Prepaid amounts and deposits Loans and receivables
Accounts payable and accrued liabilities Other liabilities
Due to related parties Other liabilities

 

7 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

g) Income taxes

Income tax expense comprises current and deferred tax. Income tax is recognized in the consolidated statement of comprehensive income except to the extent it relates to items recognized in equity.

Current income tax

Current tax expense is based on the results for the period as adjusted for items that are not taxable or not deductible. Current tax is calculated using tax rates and laws that were enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Provisions are established where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred tax

Deferred taxes are the taxes expected to be payable or recoverable on the difference between the carrying amounts of assets in the consolidated statement of financial position and their corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences between the carrying amounts of assets and their corresponding tax bases. Deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities:

· are generally recognized for all taxable temporary differences;
· are recognized for taxable temporary differences arising on investments in subsidiaries except where the reversal of the temporary difference can be controlled and it is probable that the difference will not reverse in the foreseeable future; and
· are not recognized on temporary differences that arise from goodwill which is not deductible for tax purposes.

Deferred tax assets:

· are recognized to the extent it is probable that taxable profits will be available against which the deductible temporary differences can be utilized; and
· are reviewed at the end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of an asset to be recovered.
h) Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing the net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting year. Diluted earnings per share is computed similar to basic earnings per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised if in the money and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

8 | P a g e    
     

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

i) Comprehensive profit (loss)

Comprehensive profit (loss) is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that would not normally be included in net profit such as unrealized gains or losses on available-for-sale investments, gains or losses on certain derivative instruments and foreign currency gains or losses related to self-sustaining operations. The Company's comprehensive (loss) is presented in the Consolidated Statements of Comprehensive Loss and the Consolidated Statements of Changes in Equity.

j) Plant and equipment

Plant and equipment assets are depreciated using the straight-line method based on estimated useful lives, which generally range from 1 to 5 years. Land is not depreciated.

Where an item of plant and equipment is comprised of major components with different useful lives, the components are accounted for as separate items of plant and equipment. Expenditures incurred to replace a component of an item of property, plant and equipment that is accounted for separately, including major inspection and overhaul expenditures, are capitalized. Directly attributable expenses incurred for major capital projects and site preparation are capitalized until the asset is brought to a working condition for its intended use. These costs include dismantling and site restoration costs to the extent these are recognized as a provision.

The cost of self-constructed assets includes the cost of materials, direct labour and an appropriate portion of normal overheads.

The costs of day-to-day servicing are recognized in profit or loss as incurred. These costs are more commonly referred to as "maintenance and repairs."

Financing costs directly associated with the construction or acquisition of qualifying assets are capitalized at interest rates relating to loans specifically raised for that purpose, or at the average borrowing rate where the general pool of group borrowings is utilized. Capitalization of borrowing costs ceases when the asset is substantially complete.

The depreciation method, useful life and residual values are assessed annually.

Leased assets

Leases in which the Company assumes substantially all risks and rewards of ownership are classified as finance leases. Finance leases are recognized at the lower of the fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses.

Subsequent costs

The cost of replacing part of an item within property, plant and equipment is recognized when the cost is incurred if it is probable that the future economic benefits will flow to the Company and the cost of the item can be measured reliably. All other costs are recognized as an expense as incurred.

Impairment

The Company's tangible and intangible assets are reviewed for an indication of impairment at each statement of financial position date. If indication of impairment exists, the asset's recoverable amount is estimated.

An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognized in profit and loss for the period.

9 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

The recoverable amount is the greater of the asset's fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Reversal of impairment

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss with respect to goodwill is never reversed.

k) Exploration and evaluation

The Company is currently in the exploration stage with all of its mineral interests. Exploration and evaluation costs include the costs of acquiring licenses, costs incurred to explore and evaluate properties, and the fair value, upon acquisition, of mineral properties acquired in a business combination or an asset acquisition.

Exploration and evaluation expenditures are expensed in the period they are incurred except for expenditures associated with the acquisition of exploration and evaluation assets through a business combination or an asset acquisition. Significant property acquisition costs are capitalized only to the extent that such costs can be directly attributed to an area of interest where it is considered likely to be recoverable by future exploitation or sale. Development costs relating to specific properties are capitalized once management has made a development decision.

At each reporting date, the Company determines whether impairment indicators exist based on the Company’s ability to raise financing and significant changes in an individual property’s work program. The Company examines for indicators of impairment, such as the right or financial ability to perform work on a mineral property, future plans for exploration on a property, and management’s intent to advance or not advance a property.

From time to time, the Company may acquire or dispose of mineral interests pursuant to the terms of option agreements. Due to the fact that options are exercisable entirely at the discretion of the optionee, the amounts payable or receivable are not recorded. Option payments are recorded in the period that the payments are made or received. The Company does not accrue costs to maintain mineral interests in good standing.

l) Impairment Loss

An impairment loss is reversed if there is an indication that there has been a positive change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss with respect to goodwill is never reversed.

m) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less.

10 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements


n) Environmental

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of property, plant and equipment when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates is capitalized along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as mining assets.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to mining assets with a corresponding entry to the rehabilitation provision. The Company's estimates are reviewed annually for changes in regulatory requirements, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company's estimates of reclamation costs, are charged to profit and loss for the period.

The costs of rehabilitation projects that were included in the rehabilitation provision are recorded against the provision as incurred. The cost of on-going current programs to prevent and control pollution is charged against profit and loss as incurred.

o) Provisions and decommissioning liabilities

Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.

Decommissioning liabilities include an estimate of the future cost associated with the abandonment and reclamation of property and equipment, discounted to its present value, and capitalized as part of the cost of that asset. The estimated costs are based on the present value of the expenditure expected to be incurred. Changes in the discount rate, estimated timing of decommissioning costs, or cost estimates are dealt with prospectively by recording a change in estimate, and a corresponding adjustment to equipment. The accretion on the decommissioning provision is included in the consolidated statement of comprehensive loss.

Actual expenditures incurred are charged against the decommissioning liability. The Company determined that it has no material restoration obligations at 31 December 2016 or 2015.

p) Financial liabilities and equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

11 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

Other financial liabilities are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expenses over the corresponding period. The effective interest rate is the rate that exactly discounts estimated future cash payments over the expected life of the financial liability, or, where appropriate, a shorter period.

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.

q) Title to exploration and evaluation properties

Although the Company has taken steps to verify the title to resource properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers.

r) Share capital

Share capital issued for non-monetary consideration is recorded at an amount based on the quoted market value of the Company’s shares at the time of issuance.

4) Critical accounting judgments and key sources of estimation uncertainty

In the application of the Company’s accounting policies management is required to make judgments, estimates and assumptions about the carrying amount and classification of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revisions affect only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

The following are the critical judgments and areas involving estimates, that management have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amount recognized in the consolidated financial statements.

12 | P a g e    
     

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

a) Critical judgments in applying accounting policies

Going concern assumption

These Financial Statements have been prepared on the basis of the accounting principles applicable to a going concern, which assumes the Company’s ability to continue in operation for the foreseeable future and to realize its assets and discharge its liabilities in the normal course of operations. There are several adverse conditions that cast substantial doubt upon the soundness of this assumption. Refer to note 1 for more details.

Determination of functional currency

In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates , management determined that the functional currency of the Company and its wholly owned subsidiaries is the US dollar.

Assets held for sale

The Company owns land which was part of their former Idaho-Maryland Project in Grass Valley, CA. The Company was forced to abandon this Project in February 2013 and has subsequently been selling off this land as real estate. The remaining property in Grass Valley is accounted as assets held for sale of $154,452. At December 31, 2016, the Company assessed that there is no impairment on the assets held for sale.

Exploration and evaluation assets

The Company makes certain judgements and assumptions regarding indicators of impairment and the recoverability of the carrying values of exploration and evaluation assets. These assumptions are changed when conditions exist that indicate the carrying value may be impaired, at which time an impairment loss is recorded.

b) Key sources of estimation uncertainty

Income taxes

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.

5) Recently adopted accounting standards

There are no new accounting standards adopted during the current year that have a material impact on the consolidated financial statements.

6) Accounting standards issued but not yet effective

The following accounting standards have been issued by the International Accounting Standards Board (“IASB”) but are not yet effective for the Company; both the effective date and the expected impact are noted, based on the information currently available.

a) IFRS 9, Financial Instruments (Effective on 1 January 2018)

In November 2009, as part of the IASB project to replace IAS 39 Financial Instruments: Recognition and Measurement, the IASB issued the first phase of IFRS 9 Financial Instruments, that introduces new requirements for the classification and measurement of financial assets. The standard was revised in October 2010 to include requirements regarding classification and measurement of financial liabilities. In November 2013, new general hedging requirements were added to the standard. In July 2014, the final version of IFRS 9 was issued and adds a new expected loss impairment model and amends the classification and measurement model for financial assets by adding a new fair value through other comprehensive income category for certain debt instruments and additional guidance on how to apply the business model and contractual cash flow characteristics. The Company is in the process of evaluating the impact the standard is expected to have on the consolidated financial statements.

13 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

b) IFRS 15, Revenue from Contracts with Customers (Effective on 1 January 2018)

In May 2014, the IASB issued a new International Financial Reporting Standard (IFRS) on the recognition of revenue from contracts with customers. IFRS 15 specifies how and when entities recognize revenue, as well as requires more detailed and relevant disclosures. IFRS 15 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 . The Section provides a single, principles based five-step model to be applied to all contracts with customers, with certain exceptions. The five steps are:

· Identify the contract(s) with the customer.
· Identify the performance obligation(s) in the contract.
· Determine the transaction price.
· Allocate the transaction price to each performance obligation in the contract.
· Recognize revenue when (or as) the entity satisfies a performance obligation.

The standard is effective for annual periods beginning on or after January 1, 2018. Earlier application is permitted. The Company is in the process of evaluating the impact the standard is expected to have on the consolidated financial statements.

c) IFRS 16, Leases (Effective on 1 January 2019)

In January 2016, the IASB published a new accounting standards, IFRS 16 Leases (“IFRS 16”) which supersedes IAS 17 Leases . IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value. The standard is effective for annual periods beginning on or after 1 January 2019, with early adoption permitted if IFRS 15, has also been applied. The Company is in the process of evaluating the impact the standard is expected to have on the consolidated financial statements.

7) Financial instruments and risk management
a) Financial instrument classification and measurement

Financial instruments of the Company carried on the Consolidated Statement of Financial Position are carried at amortized cost with the exception of cash and cash equivalents, which is carried at fair value. There are no significant differences between the carrying value of financial instruments and their estimated fair values as at 31 December 2016 and 31 December 2015.

The Company classifies the fair value of these transactions according to the following hierarchy.

· Level 1 – quoted prices in active markets for identical financial instruments.
· Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
· Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

  

14 | P a g e    
     

 

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

The Company’s cash and cash equivalents have been assessed on the fair value hierarchy described above and classified as Level 1. There have been no changes between levels during the year.

b) Fair values of financial assets and liabilities

The Company’s financial instruments include cash and cash equivalents, amounts receivable, due to/from related parties, deposits, accounts payable and accrued liabilities. At 31 December 2016 and 31 December 2015, the carrying value of cash and cash equivalents its fair value. Amounts receivable, due to/from related parties, deposits, accounts payable and accrued liabilities approximate their fair values due to their short-term nature.

c) Market risk

Market risk is the risk that changes in market prices will affect the Company’s earnings or the value of its financial instruments. Market risk is comprised of commodity price risk and interest rate risk. The objective of market risk management is to manage and control exposures within acceptable limits, while maximizing returns. The Company is not exposed to significant market risk.

d) Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its bank accounts. The Company’s bank accounts are held with major banks in Canada, accordingly the Company believes it is not exposed to significant credit risk.

e) Interest rate risk

Interest rate risk is the risk of losses that arise as a result of changes in contracted interest rates. The Company is nominally exposed to interest rate risk.

 

f) Currency risk

Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. To manage this risk the Company maintains only the minimum amount of foreign cash required to fund its on-going exploration expenditures. The Company is not exposed to significant foreign currency risk. At 31 December 2016, the Company held currency totalling the following:

Rounded (‘000’s)  

31 December

2016

 

31 December

2015

Canadian dollars $ 19,000 $ 2,000
United States dollars $ 59,000 $ 2,000

 

g) Liquidity risk

Liquidity risk arises through the excess of financial obligations over available financial assets due at any point in time. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements at any point in time. As the Company has no significant source of cash flows this is a significant risk and has disclosed in Note 1.

 

15 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

8) Equipment
    Plant & Equipment   Furniture & Equipment  

Computer

Hardware

 

Asset Under

Capital Lease

  Total
Cost or Deemed Cost                    
Balance at 01 January 2014 $ 18,712 $ 46,164 $ 71,945 $ 38,833 $ 175,654
Additions   -   -   -   -   -
Balance at 31 December 2014 $ 18,712 $ 46,164 $ 71,945 $ 38,833 $ 175,654
Balance at 01 January 2015 $ 18,712 $ 46,164 $ 71,945 $ 38,833 $ 175,654
Additions   -   -   -   -   -
Balance at 31 December 2015 $ 18,712 $ 46,164 $ 71,945 $ 38,833 $ 175,654
Balance at 01 January 2016 $ 18,712 $ 46,164 $ 71,945 $ 38,833 $ 175,654
Additions   -   -   -   -   -
Balance at 31 December 2016 $ 18,712 $ 46,164 $ 71,945 $ 38,833 $ 175,654
Depreciation                    
Balance at 01 January 2014 $ 16,878 $ 44,490 $ 71,945 $ 38,833 $ 172,146
Depreciation for the period   611   1,229   -   -   1,840
Balance at 31 December 2014 $ 17,489 $ 45,719 $ 71,945 $ 38,833 $ 173,986
Balance at 01 January 2015 $ 17,489 $ 45,719 $ 71,945 $ 38,833 $ 173,986
Depreciation for the period   613   445   -   -   1,058
Balance at 31 December 2015 $ 18,102 $ 46,164 $ 71,945 $ 38,833 $ 175,044
Balance at 01 January 2016 $ 18,102 $ 46,164 $ 71,945 $ 38,833 $ 175,044
Depreciation for the period   610   -   -   -   610
Balance at 31 December 2016 $ 18,712   46,164   71,945   38,833   175,654
Carrying Amounts                    
At 31 December 2014 $ 1,223 $ 445 $ - $ - $ 1,668
At 31 December 2015 $ 610 $ - $ - $ - $ 610
At 31 December 2016 $ -   -   -   -   -

 

16 | P a g e    
     

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

9) Assets held for sale

Emgold had two real estate properties located in Nevada County that were part of the Company’s former Idaho-Maryland Project. On 15 March 2016, the Company sold one property with 27 acres of land for the gross amount of $350,000; the cost of the property was $336,056, after selling costs of $30,295 the net proceeds were $319,705. The proceeds of the sale are being used for general working capital. Emgold has a remaining 7.13 acre parcel of land that is currently listed for sale and classified as Asset held for sale.

Assets Held for Sale   Assets Held for Sale
Balance at 01 January 2015 and 31 December 2014 $ -
Assets transferred to held for sale   490,508
Balance at 31 December 2015 $ 490,508
Balance at 01 January 2016 $ 490,508
Disposition of assets   (336,056)
Balance at 31 December 2016 $ 154,452

 

10) Exploration and evaluation assets
Property Acquisition Costs   Idaho-Maryland   Buckskin Rawhide East   Buckskin Rawhide West   Koegel Property   Stewart Property   Rozan Property   Total
Balance at 01 January 2014 $ 490,508 $ 439,052 $ 20,029 $ 20,030 $ 208,719 $ 49,225 $ 1,227,563
Acquisitions   -   110,000   10,000   10,000   -   -   130,000
Royalty payments received   -   (20,000)   -   -   -   -   (20,000)
Balance at 31 December 2014 $ 490,508 $ 529, 052 $ 30,029 $ 30,030 $ 208,719 $ 49,225 $ 1,337,563
Balance at 01 January 2015 $ 490 ,508 $ 529,052 $ 30,029 $ 30, 030 $ 208 ,719 $ 49, 225 $ 1, 337 ,563
Acquisitions   -   -   20 ,000   20,000   -   -   40,000
Royalty payments received   -   (10,000)   -   -   -   -   (10,000)
Impairment of assets   -   -   -   -   (208,718)   (49, 224 )   ( 257 ,942)
Assets transferred to held for sale   (490,508)   -   -   -   -   -   ( 490 , 508 )
Balance at 31 December 2015 $ - $ 519,052 $ 50,029 $ 50,030 $ 1 $ 1 $ 619 ,113
Balance at 01 January 2016 $ - $ 519 ,052 $ 50, 029 $ 50, 030 $ 1 $ 1 $ 619 ,113
Acquisitions   -   -   30,000   30 ,000   -   -   60 , 000
Royalty payments received   -   ( 85 ,000)   -   -   -   -   (85,000)
Balance at 31 December 2016 $ - $ 434 ,052 $ 80,029 $ 80 ,030 $ 1 $ 1 $ 594 ,113

 

a) Idaho-Maryldn Project, CA

In 2015, the Company classified the former Idaho-Maryland project of $490,508 as assets held for sale (Note 9).

17 | P a g e    
     

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

b) Buckskin Rawhide East Property, Nevada

The Company has a 100% interest in the 52 unpatented mineral claims, totalling 835 acres that make up Buckskin Rawhide East Property, which is located near Fallon, Nevada.

The Buckskin Rawhide Property is leased to Rawhide Mining LLC (RMC), owners of the Denton Rawhide Mine under the following terms:

  1. The Lease Term is 20 years (start date of 01 June 2013).
  2. Advance royalty payments will be $10,000 per year, paid by RMC to Emgold, with the first payment due at signing and subsequent payments due on the anniversary of the Lease Agreement.
  3. During the Lease Term, RMC will make all underlying claim fees to keep the claims in good standing.
  4. RMC will conduct a minimum of US$250,000 in exploration activities by the end of Year 1.
  5. RMC will conduct an additional minimum of US$250,000 in exploration activities by the end of Year 3, for a total of US$500,000 in exploration activities by the end of Year 3.
  6. RMC will have the option of earning a 100% interest in the Property by bringing it into commercial production.
  7. Upon bringing the property into commercial production, RMC will make "Bonus Payments" to Emgold. Bonus Payments will be US$15 per ounce of gold when the price of gold ranges between US$1,200 per ounce and US$1,799 per ounce. If the price of gold exceeds US$1,800 per ounce, the Bonus Payment will increase to US$20 per ounce
  8. After meeting its exploration requirements, should RMC subsequently elect to drop the Property or decide not to advance it, the Property will be returned to Emgold. Should Emgold subsequently advance the Property into production, RMC shall then be entitled to the same type of Bonus Payments as contemplated in 7 above.

Under the terms of the lease agreement, RMC was to complete $500,000 in exploration related expenditures on the property by the third anniversary or 1 June 2016. However, as at 1 June 2016, RMC has completed US$325,000 in exploration activities on the property.

On 1 June 2016, RMC and Emgold mutually agreed to amend the original Lease Agreement whereby RMC can pay Emgold US$175,000, in seven quarterly payments of US$25,000, starting 1 June 2016, to keep the Lease Agreement in good standing. These payments will be in lieu of completing the additional US$175,000 in exploration work required in the original Lease Agreement. The proceeds of these payments will be used by Emgold for general working capital. Payments of $25,000 each were completed for 01 June 2016, 01 September 2016, 01 December 2016, and 01 March 2017 respectively. In addition, Emgold received the $10,000 annual advance royalty payment for the Buckskin Rawhide Property from RMC, due 01 June 2016.

c) Buckskin Rawhide West Property, Nevada

Previously, the Company entered a Lease and Option to Purchase Agreement with Jeremy C. Wire to acquire the PC and RH mineral claims, located 0.3 miles west of Emgold’s existing Buckskin Rawhide Property, in Mineral County, Nevada. The PC and RH claims, called Buckskin Rawhide West, comprise 21 unpatented lode mining claims totalling 420 acres. Pursuant to the lease agreement, advance royalty payments were paid to Jeremy C. Wire in the amount of $10,000 per year during years 2013 to 2014 and $20,000 in 2015. The amount payable escalates to $30,000 per year in years 2016 to 2018. Payments were made in cash or shares, based on the discretion of the Company or the owner, depending on the year. The Company has met all current and past commitments on this property. The Company issued 375,000 common shares during the period for the advance royalty payment for the Buckskin Rawhide West property of $30,000 (2015 - $20,000). Subsequent to December 31, 2016, the Company had made the fiscal 2017 advanced royalty payments through issuing 375,000 common shares valued at $30,000.

18 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

d) Koegel Rawhide, Nevada

Previously the Company entered a Lease and Option to Purchase Agreement with Jeremy C. Wire to acquire the RHT and GEL claims, located four miles south of the Company’s Buckskin Rawhide Property in Mineral County, Nevada. The RHT and GEL claims comprise 19 unpatented lode mining claims totalling 380 acres. In addition, Emgold staked 17 additional unpatented lode claims totalling 340 acres. Together, the claims totalling 720 acres make up the Koegel Rawhide Property. Pursuant to the lease agreement, advance royalty payments were paid to Jeremy C. Wire in the amount of $10,000 per year during years 2013 to 2014 and $20,000 in 2015. The liability increases to $30,000 per year in years 2016 to 2018. Payments were made in cash or shares, based on the discretion of the Company or the owner, depending on the year. During year ended 31 December 2016, the Company made the advance royalty payment through the issuance of 333,333 common shares in the value of $30,000 (2015 - $20,000). Subsequent to December 31, 2016, the Company had made the fiscal 2017 advanced royalty payments through issuing 333,333 common shares valued at $30,000.

e) Stewart Property, British Columbia

The Company holds the rights to the Stewart mineral claims, near Ymir British Columbia, totalling 5,789 hectares. Since the Company did not have any substantive expenditure in the past three years, there are no current exploration plans for this property, and the property is safely held to January 2023 without additional work. An impairment loss has been previously recognized in the consolidated statement of comprehensive loss bringing the carrying value to $1.

f) Rozan Property, British Columbia

The Company holds the rights to the Rozan mineral claims, near Ymir British Columbia, totalling 1,950 hectares. Since, the Company did not have any substantive expenditure in the past three years, there are no current exploration plans for this property, and the property is safely held until March 2023 without additional work. An impairment loss has been previously recognized in the consolidated statement of comprehensive loss bringing the carrying value to $1.

g) Exploration and evaluation expenditures
Exploration expenditures   Idaho-Maryland   Buckskin Rawhide East   Buckskin Rawhide West   Koegel Property   Stewart Property   Rozan Property   Total
Assaying $ - $ - $ - $ - $ - $ 585 $ 585
Claim fees   -   400   7,559   5,970   -   -   13,929
Geological   -   -   -   -   (2,489)   (2,489)   (4,978)
General   34,065   -   -   -   -   -   34,065
Year ended 31 December 2014 $ 34,065 $ 400 $ 7,559 $ 5,970 $ (2,489) $ (1,904) $ 43,601
Claim fees   -   2,635   3,492   3,343   -   -   9,470
Carrying costs   30,332   -   -   -   -   -   30,332
Year ended 31 December 2015 $ 30,332 $ 2,635 $ 3,492 $ 3,343 $ - $ - $ 39,802
Claim fees (i)   -   -   5,053   4,486   -   -   9,539
Carrying costs   44,301   -   -   -   -   -   44,301
General property search   4,860   -   -   -   -   -   4,860
Year ended 31 December 2016 $ 49,161 $ - $ 5,053 $ 4,486 $ - $ - $ 58,700

                    i)                         RMC paid the Buckskin Rawhide East claim fees for the year ended 31 December 2016.

 

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Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements


11) Related party transactions

Related party transactions and balances not disclosed elsewhere in the consolidated financial statements are as follows:

Related Party Disclosure      
Name and Principal Position Year (ii)  

Remuneration

or fees (iii)

CEO and President - management fees

2016

2015

2014

$

$

$

92,500

92,500

92,500

Clearline CPA Corp., a company of which the CFO is a director – management fees

2016

2015

2014

$ $

$

27,668

28,153

32,584

Clearline CPA Corp., a company of which the CFO is a director – accounting

2016

2015

2014

$ $

$

7,998

7,121

13,325

                  ii)                         For the years ended 31 December 2016, 31 December 2015 and 31 December 2014.

                iii)                         Amounts disclosed were paid or accrued to the related party.

 

The following table reports amounts included in due to related parties.

     

31 December

2016

 

31 December

2015

 

31 December

2014

Clearline CPA Corp.   $ 11,177 $ 80,206 $ 55,767
David Watkinson, the CEO     688,894   713,301   572,314
Andrew MacRitchie, Director     4,235   -   -
William Witte, Director     4,235   -   -
    $ 708,541 $ 793,507 $ 628,081

During year ended 31 December 2016, the Company recognised a gain of $31,627 from settlement of an amount payable to the CFO for accounting and management services.

During the year, David Watkinson loaned the Company $6,000 in addition to the $40,000 from prior year. The loan bears at 1% per month and are repayable on demand. On 1 June 2016, the Company repaid all the loan amounts in full and settled on an interest payout of $4,000.

During year ended 31 December 2016, Andrew MacRitchie and William Witte loaned the Company CAD$5,000 each. The loans bear interest at 1% per month and are repayable on demand. Remaining related party balances are measured at their exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties are unsecured, non-interest bearing and have no fixed term of repayment.

12) Share Capital
a) Authorized

Unlimited - Number of common shares without par value.

Unlimited - Number of preference shares without par value.

20 | P a g e    
     

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

b) Common shares, issued and fully paid

As at 31 December 2016, the Company had issued 79,004,017 (31 December 2015 – 78,295,684) common shares. On 17 February 2016, the Company issued 708,333 common shares as advance royalty payment for its mineral property options.

Prior to the date of this report, the Company issued 708,333 common shares as 2017’s advance royalty payments for its mineral property options.

c) Stock options

The Company has a rolling stock option plan for its directors and employees to acquire common shares of the Company at a price determined by the fair market value of the shares at the date of grant. The maximum aggregate number of common shares reserved for issuance pursuant to the plan is 10% of the issued and outstanding common shares.

Stock option activity during the year is summarized as follows:

Stock option activity 31 December 2016  

Weighted

average

exercise

price

31 December 2015  

Weighted

average

exercise

price

31 December 2014  

Weighted

average

exercise

price

Balance – beginning of period 5,000,000 $ 0.12 6,966,665 $ 0.16 7,030,665 $ 0.16
Expired -   - (1,966,665)   0.25 (64,000)   0.175
Balance – end of period 5,000,000 $ 0.12 5,000,000 $ 0.12 6,966,665 $ 0.16

 

Details of stock options outstanding as at 31 December 2016 are as follows:

Expiry Date  

Exercise

Price

(CDN$)

31 December

2016

31 December

2015

31 December

2014

17 March 2015 $ 0.25 - - 466,665
08 December 2015 $ 0.25 - - 1,500,000
07 May 2017 $ 0.15 1,800,000 1,800,000 1,800,000
22 May 2017 $ 0.15 200,000 200,000 200,000
11 October 2018 $ 0.10 3,000,000 3,000,000 3,000,000
      5,000,000 5,000,000 6,966,665

The outstanding options have a weighted-average exercise price of $0.12 (31 December 2015 - $0.12, 31 December 2014 - $0.16). The weighted-average remaining life of the options is 1.21 years (31 December 2015 – 2.21 years, 31 December 2014 – 2.52 years).

As at 31 December 2016 and 2015, all 5,000,000 (31 December 2014 – 6,966,665) of these outstanding options had vested. As at 31 December 2016, 2015 and 2014, none of the outstanding options were in the money.

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Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

d) Warrants

Warrant activity during the year is summarized as follows:

Warrant activity 31 December 2016  

Weighted

average

exercise

price

31 Decem ber 2015  

Weighted

average

exercise

price

31 December 2014  

Weighted

average

exercise

price

Balance – beginning of period 2,500,000 $ 0.10 8,163,575 $ 0.19 8,985,003 $ 0.19
Issued -   - -   - 2,500,000   0.10
Expired (2,500,000)   0.10 (5,663,575)   0.23 (3,321,428)   0.12
Balance – end of period - $ N/A 2,500,000 $ 0.10 8,163,575 $ 0.19
(i) The number of warrants is expressed in equivalent number of common shares, which may be issuable upon exercise of the warrants.

 

Details of warrants outstanding as at 31 December 2016 are as follows:

Issued Expiry  

Exercise

Price

31 December

2016

31 December

2015

31 December

2014

09 September 2010 09 September 2015   0.35 - - 2,813,575
01 February 2013 01 February 2015   0.12 (i) - - 2,850,000
18 July 2014 18 July 2016   0.10 (i) - 2,500,000 2,500,000
        - 2,500,000 8,163,575
(i) The exercise prices of these warrants are stated in Canadian funds.

As at 31 December 2016, the Company has no warrants outstanding. As at 31 December 2015, the outstanding warrants have a weighted-average exercise price of $0.10 (31 December 2014 - $0.19) and have an average remaining life of 0.55 years (31 December 2014 – 0.74 years).

In accordance with IFRS, an obligation to issue shares for a price that is not fixed in the Company’s functional currency, and that does not qualify as a rights offering, must be classified as a derivative liability and measured at fair value with changes recognized in the condensed interim consolidated statement of comprehensive loss as they arise.

An unrealized loss on warrant liability of $2,715 has been recorded for the year ended 31 December 2014. No warrant liability for year 2016 and 2015.

e) Stock-based compensation

For the periods ended 31 December 2016, 2015 and 2014, the Company did not issue additional stock options.

13) Capital disclosures

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company defines capital that it manages as share capital.

Management reviews its capital management approach on an on-going basis and believes that this approach is reasonable and appropriate relative to the size of the Company.

The Company is in the business of mineral exploration and has no source of operating revenue. Operations are financed through the issuance of capital stock or liability instruments, or through the sale of property, plant, and equipment. Capital raised is held in cash in an interest bearing bank account until such time as it is required to pay operating expenses or resource property costs. The Company is not subject to any externally imposed capital restrictions. Its objectives in managing its capital are to safeguard its cash and its ability to continue as a going concern, and to utilize as much of its available capital as possible for exploration activities. The Company’s objectives have not changed during the year ended 31 December 2016.

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Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

14) Segmented disclosure

The Company operates in one operating segment, which is acquisition, and exploration of mineral properties. The following provides segmented disclosure on assets and liabilities as reviewed by management regularly:

Rounded to 000’s     Canada   United States   Total
31 December 2016              
Current assets   $ 19,000 $ 67,000 $ 86,000
Long-term Assets              
Assets held for sale     -   154,000   154,000
Resource properties     -   594,000   594,000
Other     9,000   -   9,000
Liabilities              
Current liabilities   $ (77,000) $ (791,000) $ (868,000)
31 December 2015              
Current assets   $ 2,000 $ 8,000 $ 10,000
Long-term Assets              
Plant and equipment   $ - $ 1,000 $ 1,000
Assets held for sale     -   491,000   491,000
Resource properties     -   619,000   619,000
Other     9,000       9,000
Liabilities              
Current liabilities   $ (175,000) $ (766,000) $ (941,000)

15) Income taxes

The following table reconciles the expected income taxes (recovery) at the Canadian statutory income tax rates to the amounts recognized in the statements of financial position as at 31 December 2016 and 2015. The presentation of the prior year income tax note has been updated to conform with the current year presentation.

     

31 December

2016

 

31 December

2015

Net loss and comprehensive loss for the year   $ (272,193) $ (475,274)
Statutory income tax rate     26.00%   26.00%
Deferred tax (recovery)     (70,770)   (123,571)
Differences resulting from:          
Non-deductible items     4,391   27
Change in estimates     44,611   385,160
Losses expired     17,052   361,565
Foreign tax rate difference     (29,048)   (21,084)
Change in deferred tax asset not recognized and others     33,764   (602,097)
Provision for income taxes   $ - $ -

23 | P a g e    
     

Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding values for tax purposes. The unrecognized deductible temporary differences are as follows:

 

     

31 December

2016

 

31 December

2015

Canada          
Non-capital loss carryforwards   $ 6,489,308 $ 6,244,476
Exploration and evaluation assets     9,861,577   16,524,619
Capital losses     14,699   14,259
Property and equipment     17,591   17,064
Financial instrument     14,850   14,405
Investment tax credit     54,627   52,991
Financing cost     756   2,976
Unrecognized deductible temporary differences     16,453,408   22,870,790
USA          
Net operating loss carryforwards   $ 25,171,390 $ 23,428,072
Property and equipment     104,260   157,293
Mineral property     1,719,145   3,354,428
Unrecognized deductible temporary differences     26,994,795   26,939,793

 

The Company has non-capital loss carryforwards of $6,489,308 (2015 – $ 6,244,476) which may be carried forward to apply against future year income tax for Canadian income tax purposes, subject to the final determination by taxation authorities, expiring in the following years:

Year of Expiry   Taxable Loss
2026   1,163,089
2027   1,372,653
2028   867,155
2029   836,189
2030   539,538
2031   593,924
2032   795,385
2033   165,310
2035   108,160
2036   47,905
Total $ 6,489,308

 

In addition, the Company has capital losses of approximately $39,471, which may be carried forward indefinitely to reduce future capital gains.

24 | P a g e    
     
Emgold Mining Corporation

US Dollars 

Notes to the Consolidated Financial Statements

 

The Company has net operating loss carryforwards of $25,171,390 (2015- $23,428,072) which may be carried forward to apply against future year income tax for US tax purposes, as follows:

Year of Expiry   Taxable Loss
2018   419,779
2019   363,828
2020   268,287
2021   154,928
2022   313,643
2023   254,921
2024   1,633,085
2025   1,056,097
2026   1,063,847
2027   1,441,550
2028   1,999,239
2029   1,334,762
2030   1,700,442
2031   1,721,728
2032   1,336,369
2033   1,317,217
2034   1,271,214
2035   1,017,605
2036   6,502,849
Total $ 25,171,390

 

 

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Exhibit 8.1

 

List of Subsidiaries

 

·

Emgold (U.S.) Corporation

 

·

Idaho-Maryland Mining Corporation

 

 

     
     

 

 

Exhibit 12.1

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO
SECTION 302 OF THE U.S. SARBANES-OXLEY ACT OF 2002

 

I, David G. Watkinson, certify that:

 

  1. I have reviewed this Annual Report on Form 20-F of Emgold Mining Corporation;

 

  1. 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;

 

  1. 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;

 

  1. 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)) for 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
  1. 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.

May 1, 2017

 

 

/s/ David G. Watkinson

David G. Watkinson

President and Chief Executive Officer

 

 

Exhibit 12.2

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO
SECTION 302 OF THE U.S. SARBANES-OXLEY ACT OF 2002

I, Grant T. Smith, certify that:

 

  1. I have reviewed this Annual Report on Form 20-F of Emgold Mining Corporation;

 

  1. 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;

 

  1. 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;

 

  1. 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)) for 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
  1. 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.

May 1, 2017

 

 

/s/ Grant T. Smith

Grant T. Smith

Chief Financial Officer

Exhibit 13.1

Certification of Chief Executive Officer
Pursuant to
18 U.S.C. Section 1350,
As Enacted Pursuant to
Section 906 of the U.S. Sarbanes-Oxley Act of 2002

 

Emgold Mining Corporation (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “Report”).

 

I, David G. Watkinson, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and

 

(ii) the information contained in the Report fairly presents, in all material respects the, financial condition and results of operations of the Company.

 

May 1, 2017

 

 

 

/s/ David G. Watkinson

David G. Watkinson

Chief Executive Officer

 

 

Exhibit 13.2

Certification of Chief Financial Officer
Pursuant to
18 U.S.C. Section 1350,
As Enacted Pursuant to
Section 906 of the U.S. Sarbanes-Oxley Act of 2002

 

Emgold Mining Corporation (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 20-F for the fiscal year ended December 31, 2016 (the “Report”).

 

I, Grant T. Smith, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

(iii) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and

 

(iv) the information contained in the Report fairly presents, in all material respects the, financial condition and results of operations of the Company.

 

May 1, 2017

 

 

 

/s/ Grant T. Smith

Grant T. Smith

Chief Financial Officer