Form 6-K EMGOLD MINING CORP For: Mar 31

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April 29, 2015 6:03 AM EDT

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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the months of April, 2015

EMGOLD MINING CORPORATION

(Translation of registrant's name into English)

Suite 1010 - 789 West Pender Street Vancouver, B.C. V6H 1H2

(Address of principal executive offices)

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

Form 20-F_X__ Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ..... No ..X...

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

Signatures

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

Emgold Mining Corporation

(Registrant)

By:/s/ Grant T. Smith

(Signature)

Grant T. Smith, CFO

Date: April 27, 2015

Item:

EX-99.1	Condensed Interim Consolidated Financial Statements For The Three Months Ended 31 March 2014

EX-99.2	Management Discussion And Analysis for the three months ended 31 March 2014

EX-99.3	Certification of Interim Filings CEO

EX-99.4	Certification of Interim Filings CFO

Emgold Mining Corporation

(An Exploration Stage Company)

Condensed Interim Consolidated Financial Statements

Unaudited

For the Three Months Ended 31 March 2014

Stated in United States Dollars

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed interim consolidated financial statements of the Company have been
prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial
statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review
of interim financial statements by an entity’s auditor.

Table of Contents

Management’s Responsibility		i
Condensed Interim Consolidated Statement of Financial Position		1
Condensed Interim Consolidated Statement of Comprehensive Loss		2
Condensed Interim Consolidated Statement of Changes in Equity		3
Condensed Interim Consolidated Statement of Cash Flows		4
Notes to Consolidated Financial Statements		5
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	6
5)	Financial instruments and risk management	8
6)	Marketable securities	9
7)	Plant and equipment	10
8)	Exploration and evaluation assets	11
9)	Related party transactions	17
10)	Share capital	17
11)	Capital disclosures	20
12)	Segmented disclosure	21
13)	Contingent liability	22

Management’s Responsibility

To the Shareholders of Emgold Mining Corporation:

Management is responsible for the preparation and presentation of the accompanying condensed interim 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 condensed interim 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. The Board fulfills these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and external auditors. The Audit Committee has the responsibility of meeting with management, and external auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Board is also responsible for recommending the appointment of the Emgold’s external auditors.

We draw attention to Note 1 in the condensed interim 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.

28 May 2014

“David Watkinson”		“Grant T. Smith”
David Watkinson, President & CEO		Grant T. Smith, CFO

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Emgold Mining Corporation	Statement 1
US Dollars (Unaudited)

Condensed Interim Consolidated Statement of Financial Position

		As at
	Note	31 March 2014			31 December 2013
Assets
Current Assets
Cash and cash equivalents		$	18,055			38,420
Amounts receivable			72			75
Prepaid amounts and deposits			7,407			6,016
			25,534			44,511
Non-current Assets
Reclamation bonds			14,433			14,877
Plant and equipment	(7)		3,049			3,508
Exploration and evaluation assets	(8)		1,227,563			1,227,563
			1,245,045			1,245,948
		$	1,270,579			1,290,459
Liabilities
Current Liabilities
Accounts payable and accrued liabilities		$	98,779			91,326
Due to related parties	(9)		652,514			579,737
			751,293			671,063
Equity
Share capital	(10)		43,687,315			43,687,315
Warrants – contributed surplus	(10)		686,349			686,349
Options – contributed surplus	(10)		7,062,781			7,062,781
Deficit			(50,917,159	)		(50,817,049	)
			519,286			619,396
		$	1,270,579			1,290,459

Nature of operations and going concern	(1)	Segmented disclosure	(12)
Basis of preparation – Statement of Compliance	(2)	Contingent liability	(13)

The condensed interim consolidated financial statements were approved by the Board of Directors on 28 May 2014 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 condensed interim consolidated financial statements--

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Emgold Mining Corporation	Statement 2
US Dollars (Unaudited)

Condensed Interim Consolidated Statement of Comprehensive Loss

	Note	Three months ended 31 March 2014			Three months ended 31 March 2013
Expenses
Exploration and Evaluation
Resource property expense	(8)	$	1,681			60,700
Stock-based compensation – exploration	(10		-			-
			1,681			60,700
General and Administrative
Management and consulting fees			34,733			59,799
Salaries and benefits			29,590			28,603
Office and administration			10,978			8,108
Listing and filing fee			9,131			7,790
Professional fees			7,795			1,601
Insurance			4,569			3,848
Shareholder communications			3,412			15,271
Amortization	(7)		459			2,154
Banking costs			281			364
Foreign exchange (gain)			(2,519	)		(1,465	)
			100,110			186,773
Other comprehensive (income) loss
Gain on sale of equipment			-			(23,839	)
Unrealized loss on warrant liability	(10)		-			11,757
Net Loss and Comprehensive Loss		$	100,110			174,691
Net Loss per Common Share – Basic and Diluted		$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding			72,587,462			70,542,840

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

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Emgold Mining Corporation	Statement 3
US Dollars (Unaudited)

Condensed Interim Consolidated Statement of Changes in Equity

	Shares		Amount			Warrants			Amount		Options			Amount		Deficit			Shareholders’ Equity

Balance at 01 January 2013		66,651,462	$	43,390,203			35,495,784		$	686,349		4,969,665		$	7,035,197	$	(50,558,880	)	$	552,869
Private placement issuances		5,700,000		278,168			2,850,000			-		-			-		-			278,168
Shares issued for property		236,000		20,000			-			-		-			-		-			20,000
Share issuance costs		-		(1,056	)		-			-		-			-		-			(1,056	)
Options forfeited		-		-			-			-		(700,000	)		-		-			-
Comprehensive loss for the period		-		-			-			-		-			-		(174,691	)		(174,691	)
Balance at 31 March 2013		72,587,462	$	43,687,315			38,345,784		$	686,349		4,269,665		$	7,035,197	$	(50,733,571	)	$	675,290
Share-based payments		-		-			-			-		3,000,000			27,584		-			27,584
Warrants expired		-		-			(29,360,781	)		-		-			-		-			-
Options expired		-		-			-			-		(239,000	)		-		-			-
Comprehensive loss for the period		-		-			-			-		-			-		(83,478	)		(83,478	)
Balance at 31 December 2013		72,587,462	$	43,687,315			8,985,003		$	686,349		7,030,665		$	7,062,781	$	(50,817,049	)	$	619,396
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
Comprehensive loss for the period		-		-			-			-		-			-		(100,110	)		(100,110	)
Balance at 31 March 2014		72,587,462	$	43,687,315			8,985,003		$	686,349		7,030,665		$	7,062,781	$	(50,917,159	)	$	519,286

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

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Emgold Mining Corporation	Statement 4
US Dollars (Unaudited)

Condensed Interim Consolidated Statement of Cash Flows

	Note	Three months ended 31 March 2014			Three months ended 31 March 2013

Operating Activities
(Loss) Income for the Period		$	(100,110	)	$	(174,691	)
Items not Affecting Cash
Amortization	(7)		459			2,154
Effect of currency translation			444			-
Unrealized (gain) on warranty liability			-			11,757
(Gain) on sale of equipment			-			(23,839	)
			(99,207	)		(184,619	)
Net Change in Non-cash Working Capital
Accounts receivable			3			59,533
Prepaid expenses and deposits			(1,391	)		4,873
Accounts payable and accrued liabilities			7,453			(174,515	)
Due to/from related parties			72,777			56,681
			(20,365	)		(238,047	)
Investing Activities
Proceeds from sale of equipment			-			23,839
			-			23,839
Financing Activities
Proceeds from share issuances			-			285,000
Share issuance costs			-			(1,056	)
			-			283,944
Net Increase (decrease) in Cash			(20,365	)		69,739
Cash position – beginning of period			38,420			62,053
Cash Position – End of Period		$	18,055		$	131,789
Schedule of Non-cash Investing and Financing Transactions
Shares issued for mineral property acquisition		$	-		$	20,000
Cash paid for interest		$	-		$	-
Cash paid for income taxes		$	-		$	-

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

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

1)	Nature of operations and going concern

Emgold Mining Corporation (“the Company”) 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 OTCQX.

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 revenue, is unable to self-finance operations and has significant on-going cash requirements to meet its overhead requirements and maintain its mineral interests. 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. These 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.

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 March 2014			31 December 2013
Working capital	$	(726,000	)	$	(627,000	)
Accumulated deficit	$	(50,917,000	)	$	(50,817,000	)

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”) and in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. The financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments 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.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

Since the unaudited condensed interim consolidated financial statements do not include all disclosures required by the IFRS for annual financial statements, they should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended 31 December 2013.

The policies set out were consistently applied to all the periods presented unless otherwise noted below. The preparation of condensed interim 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.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, profit and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

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

The functional and reporting currency of the Company is the United States dollar.

3)	Summary of significant accounting policies

The accounting policies and methods of computation followed in preparing these condensed interim consolidated financial statements are the same as those followed in preparing the most recent audited annual consolidated financial statements, except as follows. For a summary of significant accounting policies, please refer to the Company’s audited annual consolidated financial statements for the year ended 31 December 2013.

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.

a)	Critical judgments in applying accounting policies

Going concern assumption

These consolidated 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.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

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.

Mineral Properties

The company owns land and surface rights, which are part of the Idaho-Maryland property, valued as part of exploration and evaluation assets on statement of financial position at $490,508. This land is adjacent to the property covered by the BET agreement that expired on 01 February 2013. The BET Agreement, signed in 2002, originally had a five year term and has been extended three times. The Company is currently in discussions with the BET Trust to extend and/or negotiate a new agreement associated with the Project (note 8). The company assessed that no impairment was necessary on the land and surface rights that they own as they are still negotiating to extend the lease. If the lease is not extended the land will still have real estate value and can be disposed of as a non-mining real estate transaction.

On 04 September 2013, Emgold announced it had sold 18 acres of land in Grass Valley for proceeds of $450,000. This acreage was considered to be non-core property and not necessary for development of the Idaho-Maryland Project. The sale reduced the Company’s land holdings in Grass Valley from 52 to 34 acres.

b)	Key sources of estimation uncertainty

Decommissioning liability

The estimated costs are reviewed annually by management including changes in the discount rate, estimated timing of decommissioning costs, or cost estimates.

Share based payments and fair value of warrants

Management assesses the fair value of stock options granted in accordance with the accounting policy stated in note 3 of the Company’s 31 December 2013 audited annual consolidated financial statements. The fair value of stock options granted is measured using the Black-Scholes option valuation model (“BkS”), which was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the highly subjective input assumptions can materially affect the calculated values. The fair value of stock options granted using the BkS do not necessarily provide a reliable measure of the fair value of the Company’s stock option awards. The same model is used by the Company in order to arrive at a fair value for the issuance of warrants.

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.

Exploration and evaluation assets

The Company makes certain estimates and assumptions regarding 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.

5)	Financial instruments and risk management

a)	Financial instrument classification and measurement

Financial instruments of the Company carried on the Statement of Financial Position are carried at amortized cost with the exception of cash, 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 March 2014 and 31 December 2013.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

The fair value of the Company’s cash is quoted in active markets. 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.

The Company’s cash has been assessed on the fair value hierarchy described above and classified as Level 1.

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, and accounts payable and accrued liabilities. At 31 March 2014 and 31 December 2013, the carrying value of cash and cash equivalents is fair value. Amounts receivable, due to/from related parties deposits and accounts payable and accrued liabilities approximate their fair value 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.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

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, as a 5% shift in foreign exchange rates would result in an impact of $150. At 31 March 2014 the Company held currency totalling the following:

Rounded (‘000’s)	31 March 2014		31 December 2013
Canadian dollars	$	3,000	$	11,000
United States dollars	$	15,000	$	27,000

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.

6)	Marketable securities

Pursuant to the terms of the Lease and Option to Purchase Agreement, on 13 January 2011, Valterra issued to the Company 50,000 units consisting of one common share and one share purchase warrant per unit. Each warrant entitles the holder to purchase one common share of Valterra at $0.10 for a five year period. On the date of issue the common shares were valued at $3,268 and the warrants were valued at $1,637 using the Black-Scholes option pricing model with the following assumptions: 2 year term, 99% volatility, risk free interest rate of 1.64% and a dividend rate of Nil.

Pursuant to an amendment of the Lease and Option to Purchase Agreement, on 08 February 2011, Valterra issued to the Company 600,000 units consisting of one common share and one share purchase warrant per unit. Each warrant entitles the holder to purchase one common share of Valterra at $0.10 for a two year period. On the date of issue the common shares were valued at $42,870 and the warrants were valued at $18,301 using the Black-Scholes option pricing model with the following assumptions: 2 year term, 99% volatility, risk free interest rate of 1.64% and a dividend rate of Nil.

As at 31 March 2012, the common shares and warrants of Valterra were revalued at fair market value of $16,627 resulting in an unrealized loss on marketable securities of $1,437. The $2,585 fair value of the warrants was determined using the Black-Scholes option pricing model with the following weighted average assumptions: 1.46 year term, 135% volatility, risk free interest rate of 1.01% and a dividend rate of Nil.

During the quarter ended 31 December 2012, the Company liquidated all marketable securities resulting in a realized loss of $6,831. The Company still holds a nominal number of warrants issued from Valterra; their value is not material and has not been included in the records of the Company.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

7)	Plant and equipment

	Plant and Equipment		Furniture and Equipment		Computer Hardware		Asset Under Capital Lease		Total

Cost or Deemed Cost
Balance at 01 January 2013	$	18,712	$	46,164	$	71,945	$	38,833	$	175,654
Additions		-		-		-		-		-
Balance at 31 December 2013	$	18,712	$	46,164	$	71,945	$	38,833	$	175,654
Balance at 01 January 2014	$	18,712	$	46,164	$	71,945	$	38,833	$	175,654
Additions		-		-		-		-		-
Balance at 31 March 2014	$	18,712	$	46,164	$	71,945	$	38,833	$	175,654
Depreciation
Balance at 01 January 2013	$	16,267	$	43,197	$	67,050	$	38,833	$	165,347
Depreciation for the period		611		1,293		4,895		-		6,799
Balance at 31 December 2013	$	16,878	$	44,490	$	71,945	$	38,833	$	172,146
Balance at 01 January 2014	$	16,878	$	44,490	$	71,945	$	38,833	$	172,146
Depreciation for the period		153		306		-		-		459
Balance at 31 March 2014	$	17,031	$	44,796	$	71,945	$	38,833	$	172,605
Carrying Amounts
At 31 December 2012	$	2,445	$	2,967	$	4,895	$	-	$	10,307
At 31 December 2013	$	1,834	$	1,674	$	-	$	-	$	3,508
At 31 March 2014	$	1,681	$	1,368	$	-	$	-	$	3,049

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

8)	Exploration and evaluation assets

Property acquisition costs	Idaho – Maryland			Buckskin Rawhide and Koegel		Stewart Property		Rozan Property		Total
Balance at 31 December 2012	$	747,219		$	459,111	$	208,719	$	49,225	$	1,464,274
Acquisitions		-			20,000		-		-		20,000
Dispositions		(256,711	)								(256,711	)
Balance at 31 December 2013	$	490,508		$	479,111	$	208,719	$	49,225	$	1,227,563
Acquisitions		-			-		-		-		-
Balance at 31 March 2014	$	490,508		$	479,111	$	208,719	$	49,225	$	1,227,563

a)	Idaho-Maryland Property, California

In fiscal 2002, the Company renegotiated a lease with the owners of the Idaho-Maryland Property (“BET properties”) and surrounding areas in the Grass Valley Mining District, California, which was extended three times and expired in February 2013.

The Lease Option to Purchase Agreement was for 91 acres of surface rights and 2,750 aces of mineral rights associated with the I-M Property (“BET properties”). The Company is in negotiations with the owners to either extend this Agreement or to purchase the mineral rights. Permitting activities for the Idaho-Maryland Project remain on hold.

Emgold had raised US $450,000 through the sale of 18 acres of land located in Nevada County, California. The sale decreases the land package owned by the Company related to the Idaho-Maryland Project from about 52 acres to 34 acres. A gain of $193,289 was recorded in connection with the transaction.

b)	Buckskin Rawhide East Property, Nevada

In November 2009 the Company entered into a lease and option to purchase agreement to acquire 100% of the rights to the Buckskin Rawhide East mineral claims (46 claims), a gold prospect located near Fallon, Nevada. The Company agreed to lease the property from Nevada Sunrise, LLC subject to the following advance royalty payments: $10,000 annually for the years 2009 to 2011; $20,000 in 2012; $40,000 in 2013, and $60,000 from 2014 to 2019. During the lease period, the Company could conduct exploration and, if warranted, complete a NI 43-101 compliant feasibility study. On completion of the feasibility study, the Company could acquire 100% ownership of the property by paying Nevada Sunrise, LLC an additional amount of $250,000. Nevada Sunrise, LLC was required to use these funds to purchase a retained 25% interest in the property from Maurice and Lorraine Castagne, pursuant to an underlying property agreement, and to transfer that title to the Company. Upon commercial production and after acquisition of 100% interest in the property, Nevada Sunrise, LLC would be entitled to a 2.5% NSR on production from the property. The annual lease payments of $10,000 due in December 2011 and 2010 were paid by the issuance of 106,290 and 49,424 common shares, respectively.

11 | P a g e

Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

On 11 April 2011, the Company announced it had staked six additional claims, increasing the size of the Buckskin Rawhide East Property to 52 claims.

On 14 and 19 November 2012, the Company announced a series of transactions involving its Buckskin Rawhide East Property in Nevada. The Company announced it had signed an Option Agreement to complete an early buyout of all underlying property rights, including royalty rights, for its Buckskin Rawhide East Property. The Option provides that Emgold will pay two arm’s length parties (Nevada Sunrise LLC and the Castagne) an aggregate of $510,000 to allow the Company to consolidate a 100% interest in the 52 unpatented mineral claims, totalling 835 acres, that make up Buckskin Rawhide East Property. The Company also announced that it had signed an Agreement with Rawhide Mining LLC (“RMC”) pursuant to which the Company would issue to RMC, on a private placement basis, shares and warrants in an amount of CDN$1.0 million, part of which would be used to fund the above transaction. Also pursuant to the Agreement, upon completion of the title transfer of the 100% of the Buckskin Rawhide East Property to Emgold, the Company will subsequently lease the property to RMC. This transaction is occurring in a number of steps.

On 28 December 2012, the Company announced the first step of the above transaction. The first tranche of the private placement was closed for proceeds totalling CDN$465,000. A total of $400,000 from this tranche of the financing was used to acquire a 100% interest in 6 unpatented mining claims and a 75% interest in 40 unpatented mineral claims, including royalty interests, from one of the underlying property owners mentioned above.

On 01 February 2013, Emgold announced the closing of the second step of the above transaction, which included a second private placement, for proceeds of CDN$285,000. The Company is currently working on the third step of the transaction, which will involve the acquisition of the remaining 25% of 40 unpatented mineral claims that make up part of the Buckskin Rawhide East Property. As part of this step, the remaining CDN$250,000 private placement will be completed with RMC, of which $110,000 will be used to acquire the 25% interest.

The fourth and final step with RMC will involve completion of a Lease Agreement. RMC has agreed to lease the Buckskin Rawhide East Property from Emgold based on the following terms:

The Lease Term is 20 years.

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.

During the Lease Term, RMC will make all underlying claim fees to keep the claims in good standing.

RMC will conduct a minimum of US$250,000 in exploration activities by the end of Year 1.

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.

RMC will have the option of earning a 100% interest in the Property by bringing it into commercial production.

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

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.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

The Company has met all commitments on this property as of the period ended 31 December 2013 and up to the date of this report. The Company issued 125,000 common shares during the quarter one for the property payment for the Buckskin Rawhide West property.

On 17 June 2013, Emgold announced that the 2013 proposed surface drilling program proposed for the Buckskin Rawhide East Property was approved by the Bureau of Land Management.

c)	Buckskin Rawhide West Property, Nevada

On 24 January 2012, the Company signed 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 will be payable by the Company to Jeremy C. Wire in the amount of $10,000 per year during years 2013 to 2014, $20,000 in 2015 and $30,000 per year in years 2016 to 2018. Payments may be made in cash or shares, based on the discretion of the Company or the owner, depending on the year. The Company has met all commitments on this property as of the period ended 31 December 2013 and up to date of this report. The Company issued 125,000 common shares during the quarter one for the property payment for the Buckskin Rawhide West property.

d)	Koegel Rawhide , Nevada

On 13 February, 2013, the Company announced it had signed 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 Claims in Mineral County, Nevada. The RHT and GEL claims “Koegel Rawhide Property” comprise 19 unpatented lode mining claims totalling 380 acres. Pursuant to the lease agreement, advance royalty payment will be payable by the Company to Jeremy C. Wire in the amount of $10,000 per year during years 2013 to 2014, $20,000 in 2015 and $30,000 per year in years 2016 to 2018. Payments may be made in cash or shares, based on the discretion of the Company or the owner, depending on the year. In 2012, consideration payable in the amounts of $5,000 cash and $5,000 equivalent in common shares (50,000 shares) were paid, as per the Agreement, upon TSX-Venture Exchange Approval.

On 15 February 2012, the Company announced it has staked an additional 17 unpatented claims to expand this property to 36 unpatented mineral claims totalling 720 acres.

The Company has met all commitments on this property as of the period ended 31 December 2013 and up to the date of this report. The Company issued 111,000 common shares during quarter one.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

e)	Rozan Property, British Columbia

In 2000, the Company entered into an option agreement to acquire the rights to the Rozan Property, a prospect located in British Columbia. The Company holds a 100% interest in the property, subject to a 3.0% NSR. The Company has the right to purchase 66% of the royalty for the sum of CDN$1,000,000 and has the first right of refusal to purchase the remaining 33%.

During the year ended 31 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 5 years, with a commitment of $50,000 in 2010, $200,000 in 2011, and $250,000 in each of years 3 to 5.

In January 2012, after failing to meet its work commitments on the Rozan Property, Valterra announced that it has elected to terminate the Agreement with the Company and the property was returned to Emgold. In the year ended 31 December 2012 Emgold completed additional exploration of the property.

On 28 January 2013, the Company announced drill results from its 2012 drill program at Rozan. Drilling included significant intercepts in the Main Vein and Sleeted Vein zones.

During the period ended 30 June 2013, the 2012 Assessment report was completed and filed.

f)	Stewart Property, British Columbia

Pursuant to an option agreement entered into in 2001 and completed in 2008, the Company acquired the rights to the Stewart mineral claims, a prospect located close to Nelson in south eastern British Columbia. The Company holds a 100% right, title and interest in and to the property, subject only to a 3% NSR payable to the optionors. The Company has the right to purchase 66% of the royalty for the sum of CDN$1,000,000 and has the first right of refusal to purchase the remaining 33%. The Company has staked 21 claims contiguous to the Stewart Property located in south-eastern British Columbia.

On 8 April, 2013, Emgold released the result of its 2012 exploration work on the Stewart Property. Results included discovery of a new gold exploration target called the Stewart Creek Gold Zone, discover of a new base metal target at the Free Silver Zone, and further expansion of the Stewart Moly Zone to depth. As at period ended 30 June 2013, the 2012 Assessment Report was completed and filed.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

g)	Exploration and evaluation expenditures

	For the Period Ended		For the Year Ended		Cumulative Total as at
	31 March 2014		31 December 2013		31 March 2014
Idaho – Maryland Property, California
Geological and geochemical	$	-	$	-	$	4,977,460
Land lease and taxes		-		-		1,827,365
Mine planning		-		-		4,819,000
Transportation		-		-		137,580
Community relations		-		-		82,941
Assay and analysis		-		-		101,163
Site activities		-		-		1,673,217
Drilling		-		-		1,039,920
Consulting		-		-		209,713
Stock-based compensation		-		-		642,144
Incurred during the period	$	-	$	-	$	15,510,488
Buckskin Rawhide East Property, Nevada
Geological and geochemical		845		64,404		93,414
Land lease and taxes		15		27,826		27,841
Transportation		528		2,028		2,556
Site activities		-		5,116		5,116
Incurred during the period	$	1,388	$	127,539	$	128,927
Buckskin Rawhide West Property, Nevada
Land lease and taxes		-		3,147		3,147
Incurred during the period	$	-	$	3,147	$	3,147
Koegel Property, Nevada
Land lease and taxes		-		5,427		5,427
Incurred during the period	$	-	$	5,427	$	5,427
Total US Exploration Expenditures	$	1,388	$	102,832	$	15,646,989

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

	For the Period Ended		For the Year Ended		Cumulative Total as at
	31 March 2014		31 December 2013		31 March 2014
Rozan Property, BC
Drilling		-		-		285,771
Assays and analysis		147		149		75,004
Geological and geochemical		-		-		156,470
Site activities		-		-		22,219
Transportation		-		-		12,418
Stock-based compensation		-		-		16,055
Trenching		-		-		4,666
Assistance and recovery		-		-		(7,322	)
Incurred during the period	$	147	$	149	$	565,281
Stewart Property, BC
Drilling		-		-		1,079,056
Assays and analysis		146		148		159,896
Geological and geochemical		-		-		376,399
Claim fees		-		-		2,332
Transportation		-		-		57,857
Site activities		-		-		32,013
Stock-based compensation		-		-		16,055
Trenching		-		-		19,318
Assistance and recovery		-		-		(29,692	)
Incurred during the period	$	146	$	148	$	1,713,234
Total Canadian Exploration Expenditures	$	293	$	297	$	2,278,515
Total Exploration Expenditures	$	1,681	$	103,129	$	17,925,116

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

9)	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	Period (i)		Remuneration or fees(ii)		Share-based awards
CEO and President - management fees		2014 2013	$	23,125 46,250	$	- -
A company of which the CFO is a director (iii) – management fees		2014 2013		9,000 9,000		- -
A company of which the CFO is a director (iii) – accounting		2014 2013		4,400 4,500		- -

For the three month periods ended 31 March 2014 and 2013.

ii)

Amounts disclosed were paid or accrued to the related party.

iii)

A company of which the CFO, Grant T. Smith, is a director.

iv)

A company of which a director, Kenneth Yurichuk, is a director.

At 31 March 2014, fees of $591,604 (2013 – $509,017) payable to David Watkinson; fees of $$33,625 (2013 – $28,225) payable to Clearline; fees of $27,286 (2013 – $27,286) payable to 759924 Ontario Ltd. All amounts were included in accounts payable or due to related parties.

During the prior year the Company recognized a bad debt expense due to the write-off of accounts receivable from a former director in the amount of $12,756.

Related party balances are non-interest bearing and are due on demand, with no fixed terms of repayment. These transactions occurred in the normal course of operations and are measured at their exchange amount, which is the amount of consideration established and agreed to by the related parties.

10)	Share capital

a)	Authorized

Unlimited - Number of common shares without par value.

Unlimited - Number of preference shares without par value.

b)	Common shares, issued and fully paid

On 01 February 2013, the Company announced that it closed the second half of a private placement for gross proceeds of CDN $285,000. The private placement involved the issuance of 5,700,000 units ("Units") to RMC at a price of CDN$0.05 per Unit. Each Unit consists of one common share (a "Share") of the Company and one half of one non-transferable share purchase warrant. Each full warrant entitles RMC to purchase, for a period of 24 months, one additional Share at a price of CDN$0.12. The Shares are subject to a minimum hold period of four months plus one day, expiring 02 June 2013, which has passed. No finder’s fees were paid as part of this private placement.

Also on 01 February 2013, the Company issued 236,000 common shares in connection with its previously signed mineral property agreements.

In December 2012 the Company closed the first tranche of a private placement, issuing 6,642,857 Units at CDN$0.07 per Unit for gross proceeds of CDN$465,000. Each Unit consists of one common share of the Company and one half common share purchase warrant. Each full warrant entitles the holder to purchase, for a period of 24 months, one additional common share at a price of CDN$0.12 per share. No finder’s fees were payable in connection with this part of the financing. The share issued, along with any shares issued upon the exercise of warrants, will be subject to a four month and one day hold period, expiring 29 April 2013.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

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.

On 11 October 2013, the Company announced the grant of 3,000,000 incentive stock options, pursuant to its Stock Option Plan, to Directors, Officers, Employees and Consultants of the Company. The options are exercisable at a price of $0.10 per share for a 5 year term, expiring 11 October 2018. Any shares issued on the exercise of these stock options will be subject to a four-month hold period from the date of the grant. This stock option grant is subject to approval of the TSX Venture Exchange.

Stock option activity during the period is summarized as follows:

Stock option activity	31 March 2014		Weighted average exercise price		31 December 2013			Weighted average exercise price

Balance – beginning of period		7,030,665	$	0.16		4,969,665		$	0.19
Granted		-		-		3,000,000			0.10
Expired		-		-		(239,000	)		0.175
Cancelled and forfeited		-		-		(700,000	)		0.15
Balance – end of period		7,030,665	$	0.16		7,030,665		$	0.16

Details of stock options outstanding as at 31 March 2014 are as follows:

Expiry Date	Exercise Price (CDN$)		31 March 2014		31 December 2013
12 July 2014	$	0.175		64,000		64,000
17 March 2015	$	0.25		466,665		466,665
08 December 2015	$	0.25		1,500,000		1,500,000
07 May 2017	$	0.15		1,800,000		1,800,000
22 May 2017	$	0.15		200,000		200,000
11 Oct 2018	$	0.10		3,000,000		3,000,000
				7,030,665		7,030,665

The outstanding options have a weighted-average exercise price of $0.16 (31 December 2013 - $0.16). The weighted-average remaining life of the options is 3.24 years (31 December 2013 – 3.49) years.

As at 31 March 2014, all 7,030,665 (31 December 2012 – 7,030,665) of these outstanding options had vested. As at 31 March 2014 and 31 December 2013, none of the outstanding options were in the money.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

Warrants

Warrant activity during the period is summarized as follows:

Warrant Activity	31 March 2014(i)		Weighted Average exercise price		31 December 2013(i)			Weighted Average exercise price

Balance – beginning of period		8,985,003	$	0.19		35,495,784		$	0.25
Issued		-		-		2,850,000			0.12
Exercised		-		-		-			-
Expired		-		-		(29,360,781	)		0.16
Balance – end of period		8,985,003	$	0.19		8,985,003		$	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 March 2014 are as follows:

Issued	Expiry	Exercise Price		31 March 2014		31 December 2013
09 September 2010	09 September 2015		0.35		2,813,575		2,813,575
28 December 2012	28 December 2014	0.15(iii)			3,321,428		3,321,428
01 February 2013	01 February 2015	0.12(iii)			2,850,000		2,850,000
					8,985,003		8,985,003

(i)

The Company completed a re-pricing and extension of the expiry date of certain existing common share purchase warrants (“warrants”). A total of 11,764,284 warrants, the original exercise price of which was US$0.35, have been re-priced at CDN$0.15 per share and been given a 12 month extension. These re-priced warrants were also able to elect an early conversion option whereby they could convert their warrants to shares at CDN$0.10 per share, if exercised by 31 August 2012. A total of 1,194,101 warrants were exercised at CDN$0.10. No other warrants have been exercised subsequent to the re-price.

(ii)

These warrants were part of the extension as noted above, but were not re-priced.

(iii)

The exercise prices of these warrants are stated in Canadian funds.

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 consolidated statement of comprehensive loss as they arise. In the period ended 31 March 2014, the Company recorded a warrant liability in the amount of $Nil (31 December 2013 - $Nil). The warrants were valued and subsequently re-valued on the Company’s reporting dates using the Black-Scholes option pricing model, with the following assumptions: weighted average risk free rate of 1.25%, volatility factors of 71% - 74% and an expected life of 12 months – 13 months.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

e)	Stock-based compensation

For the period ended 31 March 2014 and the year ended 31 December 2013, the Company issued stock options to its directors, officers, employees, and consultants and recognized stock-based compensation as follows:

	31 March 2014		31 December 2013
Total options granted		-		3,000,000
Average exercise price	$	-	$	0.10
Estimated fair value of compensation	$	-	$	15,000
Estimated fair value per option	$	-	$	0.005

The fair value of the stock-based compensation of options to be recognized in the accounts has been estimated using the Black-Scholes Model with the following weighted-average assumptions:

	31 March 2014		31 December 2013
Risk free interest rate		-		1.71	%
Expected dividend yield		-		0.00	%
Expected stock price volatility		-		61	%
Expected option life in years		-		3
Expected maturity rate		-		60-100	%

Stock-based compensation for the options that vested during the period is as follows:

	31 March 2014		31 December 2013
Number of options vested		-		3,000,000
Compensation recognized	$	-	$	15,000

The Black-Scholes Option Pricing Model was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the highly subjective input assumptions can materially affect the calculated values, management believes that the accepted Black-Scholes model does not necessarily provide a reliable measure of the fair value of the Company’s stock option awards.

In accordance with IFRS 2, the Company recognized $12,584 stock-based compensation on 700,000 options that were forfeited during the year ended 31 December 2013. The value of the compensation was determined using the Black-Scholes Option Pricing Model as noted above.

11)	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 period ended 31 March 2014.

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

12)	Segmented disclosure

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

Rounded to 000’s	Canada			United States			Total
31 March 2014
Current assets	$	6,000		$	20,000		$	26,000
Long-term Assets
Plant and equipment	$	-		$	3,000		$	3,000
Resource properties acquisition costs		737,000			491,000			1,228,000
Other		11,000			3,000			14,000
Liabilities
Current liabilities	$	(136,000	)	$	(615,000	)	$	(751,000	)
31 December 2013
Current assets	$	32,000		$	13,000		$	45,000
Long-term Assets
Plant and equipment	$	-		$	4,000		$	4,000
Resource properties acquisition costs		737,000			491,000			1,228,000
Other		12,000			3,000			15,000
Liabilities
Current liabilities	$	(116,000	)	$	(555,000	)	$	(671,000	)
31 December 2013

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Emgold Mining Corporation
US Dollars (Unaudited)

Notes to the Condensed Interim Consolidated Financial Statements

13)	Contingent liability

During 2012 and prior periods, the Company received services from Quorum Management and Administrative Services Inc. (“Quorum”). Quorum is a private company held jointly by the Company and other public companies, created to provide services on a full cost recovery basis to the various public entities currently sharing certain personnel costs, office space, and overhead with the Company. In April 2012, the partners of Quorum made the decision to wind up its administrative operations effective 31 August 2012. Management is aware of the possibility that there may be a future cost associated with the conclusion of this agreement. At the period ended 31 March 2014 and at the date of this report, the Company is unable to make a reliable estimate of the cost or likelihood of any costs being incurred. Accordingly, no provision has been made in these consolidated financial statements.

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Emgold Mining Corporation

(An Exploration Stage Company)

Management Discussion and Analysis

For the Three Months Ended 31 March 2014

Date: 28 May 2014

Table of Contents

To Our Shareholders			3
Overview			4
Results of Operations			10
Financial Data for the Last Eight Quarters			11
Exploration and Evaluation Expenditures			12
Liquidity			13
Capital Resources			14
Related Party Transactions and Balances			16
Critical Judgment in Applying Accounting Policies			17
Financial Instruments and Other Instruments			19

Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

To Our Shareholders

The following information, should be read in conjunction with the unaudited condensed interim consolidated financial statements of Emgold Mining Corporation (“Emgold” or “the Company”) for the three months ended 31 March 2014 (fiscal 2014) and 2013 (fiscal 2013) and the related notes attached thereto, and the audited annual financial statements for the year ended 31 December 2013, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). All amounts are expressed in U.S. dollars unless otherwise indicated.

Certain statements included herein may constitute forward-looking statements, such as estimates and statements that describe our future plans, objectives or goals, including words to the effect that we expect or management expects a stated condition or result to occur. Such forward-looking statements are made pursuant to the safe harbour provisions of the United States Private Securities Litigation Reform Act of 1995. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The following list is not exhaustive of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Subject to applicable law, the Company expressly disclaims any obligation to revise or update forward-looking statements in the event actual results differ from those currently anticipated. Actual results relating to exploration, mining, processing, manufacturing, and reclamation activities including results of exploration, mineral resource and reserve determination, results of operations, and results of reclamation, as well as associated capital and operating costs could differ materially from those currently anticipated. Actual results could differ materially from those anticipated in such statements by reason of factors such as changes in general economic conditions and conditions in the financial markets, changes in demand, and changes in prices for the products that may be produced. Other factors that may affect actual results include the litigation, legislative, environmental and other judicial, regulatory, political and competitive developments in domestic and foreign areas in which we operate, such as technological and operational difficulties encountered in connection with our activities, productivity of our resource properties, labour relations matters, labour costs, material and equipment costs and changing foreign exchange rates. This list is not exhaustive of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Further information regarding these and other factors is included in our filings with the US Securities and Exchange Commission (which may be viewed at www.sec.gov) and Canadian provincial securities regulatory authorities (which may be viewed at www.sedar.com).

The table below sets forth the significant forward-looking information included in this MD&A:

Forward-Looking Information	Key Assumptions	Most Relevant Risk Factors
Future funding for ongoing operations	The Company will be able to raise these funds	The Company has disclosed that this may be difficult and failure to raise these funds will materially impact the Company’s ability to continue as a going concern
Status of the Idaho-Maryland Project	The Company will be able to extend or renegotiate the Lease and Option to Purchase Agreement on certain surface and mineral rights associated with the Project	The Company has disclosed a Lease and Option to Purchase Agreement on certain surface and mineral rights expired on 01 February 2013. Failure to extend this agreement may materially impact the Company.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Overview

Emgold is a mineral exploration and mine development company with properties located in the western U.S. and Canada. The Company has a portfolio of exploration projects including the Buckskin Rawhide East, Buckskin Rawhide West, and Koegel Rawhide Properties in Nevada, and the Stewart Property and Rozan Properties in British Columbia. High grade vein and bulk disseminated gold exploration targets have been identified at the Buckskin Rawhide East, Buskin Rawhide West, and Koegel Rawhide Properties. Gold, silver, molybdenum and tungsten targets have been identified at the Stewart Property. Gold targets have been identified on the Rozan Property.

The Company has been progressing the permitting and reopening of the historic Idaho-Maryland Gold Mine located in Grass Valley, California (the “I-M Project”) since 2003. However, the Project was placed on hold on

26 October 2011 due to poor equity market conditions and will remain on hold until such time as the Company is able to raise sufficient funds to advance the Project through the permitting process. On 10 September 2013, the Company’s permit applications were deemed withdrawn by the City of Grass Valley and will have to be resubmitted if and when the Company is ready to move forward with the permitting process. On

01 February 2013, the Company announced that the Lease Option to Purchase Agreement for certain surface and mineral rights associated with the Idaho-Maryland Project had expired. Should negotiations to extend the Agreement be unsuccessful, Emgold has stated it will terminate the Project and focus on the other assets the Company currently has in its portfolio.

In addition to its mineral property interests, the Company has developed a manufacturing process that can be used to process a variety of mineral wastes, including mine tailings, fines from aggregate quarries, and fly ash from coal fired power plants, into high quality 100% recycled stone and ceramic building products such as floor tile, roof tile, and wall cladding. These products can be certified by the US Green Building Council and would meet requirements for Leadership in Energy and Environmental Design (LEED) Credits. The Company plans to ultimately spin this technology off to a third party to allow its commercialization to be independently financed.

Significant Events and Transactions during the Period

Idaho-Maryland Property, CA

On 01 February 2013 a Lease Option to Purchase Agreement for 91 acres of surface rights and 2,750 aces of mineral rights associated with the Idaho-Maryland Project expired (“BET properties”). The Company is in discussions to extend and/or renegotiate this Agreement. Should negotiations to extend the agreement be unsuccessful, Emgold has stated it will terminate the Project and focus on the other assets the Company currently has in its portfolio. Permitting activities for the Idaho-Maryland Project remain on hold.

Buckskin Rawhide East Property, NV

The Company is currently working on the third step in a series of transactions related to the acquisition of 100% of the Buckskin Rahide East Property, a CDN $1 million private placement by Rawhide Mining LLC (“RMC”) into Emgold, and subsequent lease of the Property to RMC. This third step will involve the acquisition of the remaining 25% of 40 unpatented mineral claims that make up part of the Buckskin Rawhide East Property. As part of this step, the remaining CAD$250,000 private placement will be completed with RMC, of which $110,000 will be used to acquire the 25% interest.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

The fourth and final step with RMC will involve completion of a Lease Agreement. RMC has agreed to lease the Buckskin Rawhide East Property from Emgold based on the following terms:

1.	The Lease Term is 20 years.

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.

On 17 June 2013, Emgold announced that the 2013 surface drilling program for the Buckskin Rawhide East Property was approved by the Bureau of Land Management. Drilling on the property, conducted by RMC, commenced on the Property in the third quarter and continued into the fourth quarter. Results are pending.

Other Properties

On all of the Company’s other properties, there is no activity to report.

Corporate

The Company continues to focus on raising capital to advance its projects and support corporate overhead.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

The I-M Project, California

The Idaho-Maryland Mine, located in Grass Valley, California was 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.

At 31 December 2013, the Company had a mining lease and option to purchase agreement (the “BET Agreement”) for the I-M Project. Subsequent to year end 2013, the BET Agreement expired. The Company is currently in negotiations to extend or renegotiate the Agreement. The BET Agreement, subject to a series of extensions, covers the BET properties. Emgold owns certain other mineral and surface rights associated with the Project.

Prior to the expiry of the BET agreement, the Company was in the advanced stage of the permitting process for the I-M Project. The I-M Project was being permitted in accordance with the California Environmental Quality Act (“CEQA”) and the Surface Mining and Reclamation Act (“SMARA”), as well as other local, State and Federal legislation. The City of Grass Valley (the “City”) was the Lead Agency for the CEQA and SMARA processes for the I-M Project.

Note that current volatility in the world markets due to political and economic conditions, beyond the Company’s control, are affecting all junior and senior mining companies’ ability to raise funds in the current market. As announced in a 26 October 2011 press release and further reiterated in 07 September 2013 and 01 February 2013 press releases, Emgold recognized it would need to temporarily place the Idaho-Maryland Project permitting on hold until market conditions improve. At this point in time, markets have not significantly improved. As outlined in the press releases, the Company may elect to drop the project and focus on other quality assets in the Company’s portfolio.

Buckskin Rawhide East Property, Nevada

The Buckskin Rawhide East 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 center, as well as structures from the Walker Lane and Basin and Range. Exploration results at Buckskin Rawhide East Property indicate the potential for high grade mineralized gold/silver veins and bulk mineable disseminated gold/silver zones

The Buckskin Rawhide East Property, totalling 52 unpatented mineral claims, is an early stage gold/silver exploration property located adjacent to and bounded on the east and south by the Denton Rawhide Mine, a gold/silver mine that is owned and operated by Rawhide Mining LLC. The Denton Rawhide Mine was formerly operated by Kennecott Rawhide Mining Company, a subsidiary of Rio Tinto Mining Corporation with reported production (by Kennecott) of 1.4 million ounces of gold and 10 million ounces of silver between 1988 and 2005. It is also adjacent to and bounded on the north and west by the Regent gold-silver Property (“Regent Property”), also owned Rawhide Mining LLC. The Regent Property was formerly drilled by Kennecott Rawhide Mining Company, Newmont Exploration Company, and Pilot Gold Corporation.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

In 2009, Emgold signed a Lease and Option to Purchase Agreement with Nevada Sunrise LLC and leased a 100% interest in 46 claims that made up the original Buckskin Rawhide East Property. Forty of these claims were 75% owned by Nevada Sunrise LLC and 25% owned (but controlled by Nevada Sunrise LLC through a carried interest) by the Castagne Estate. Six claims were owned by Nevada Sunrise LLC. Subsequently, Emgold staked an six additional claims. increasing the property size to 52 claims..

On 14 and 19 November 2013, the Company announced that it had signed an Agreement with Rawhide Mining LLC (“RMC”) pursuant to which the Company would issue to RMC, on a private placement basis, shares and warrants in an amount of CAD$1.0 million, part of which would be used to fund the acquisition of 46 claims outlined above owned from Nevada Sunrise LLC and the Castagne Estate. Also, pursuant to the Agreement, upon completion of the title transfer of the 100% of the Buckskin Rawhide East Property to Emgold, the Company will subsequently lease the property to RMC. This transaction is occurring in a number of steps.

At quarter end, Emgold currently owns 12 claims and a 75% interest in 40 additional claims that it acquired from Nevada Sunrise LLC. Emgold is in the process of acquiring the remaining 25% of the 40 additional claims from the Castagne Estate. Regardless, Emgold currently controls this remaining 25% interest in the 40 claims by nature the controlled interest in the claims acquired by Nevada Sunrise LLC.. 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.

RMC conducted exploration on Buckskin Rawhide East in 2013, and results from that exploration are pending.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Buckskin Rawhide West Property, Nevada

The Buckskin Rawhide West Property, totalling 21 mineral claims, is an early stage gold/silver exploration property located two miles west of the Denton Rawhide Mine, a gold/silver mine that is owned and operated by Rawhide Mining LLC. The Buckskin Rawhide East Property, totalling 52 mineral claims, is an early stage gold/silver Property, also controlled by Emgold, located several thousand feet east but not adjacent to Buckskin Rawhide West.

Exploration results at Buckskin Rawhide West Property indicate the potential for high grade mineralized gold/silver veins and bulk mineable disseminated gold/silver zones. The development alternatives included advancing the Buckskin Rawhide West Property as a standalone gold/silver exploration project or working with Rawhide Mining LLC to explore and develop the Property.

Emgold 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 06 February 2013. Emgold has agreed to lease the property from Jeremy Wire subject to the following payments:

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)

Note: (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 is due, subject to a minimum price of USD$0.08 per share. The 2013 property payment was made with the issuance of 125,000 shares.

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 and completion of the Technical Report, 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.

No exploration work was conducted on the property in Q1 2014.

Koegel Rawhide Property, Nevada

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 Rawhide Mine was formerly operated by Kennecott Rawhide Mining Company, a subsidiary of Rio Tinto Mining Corporation with reported production (by Kennecott) of 1.4 million ounces of gold and 10 million ounces of silver between 1988 and 2005. It is also south of Emgold’s Buckskin Rawhide Property and the Regent gold-silver Property, owned by Rawhide Mining LLC. The Regent Property was formerly drilled by Kennecott Rawhide Mining Company and Newmont Exploration Company.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Geologic mapping by Charles P. Watson, a consulting geologist, in the years 1991-1992, indicates 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.

Emgold 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 13 February 2013. Emgold has agreed to lease the property from Jeremy Wire subject to the following payments:

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)

On 15 February 2013, the Company announced that it had staked an additional 17 unpatented mining claims totalling 340 acres. This increased the size of the Koegel Rawhide Property to 36 unpatented mining claims totalling 720 acres.

No exploration work was conducted on the property in QI 2014..

Stewart Property, British Columbia

In 2001, the Company entered into an option agreement to acquire the rights to the Stewart mineral claims, a polymetallic prospect located close to Nelson in south-eastern British Columbia. The Company has earned a 100% interest in the property, subject to an underlying royalty interest.

The Stewart Property is an early stage exploration property. It is located in a region of historic mining activity, and is part of a large geological trend of tungsten, molybdenum and gold mineralization. The Stewart Property contains a number of gold, molybdenum, tungsten and silver-lead-zinc prospects. The property has been assessed by various operators since 1967, each exploring a different type of mineral deposit. Much data is available from those programs as well as work done by Emgold. Five main exploration targets have been identified to date – the Stewart Moly Zone, the Craigtown Creek Gold Zone, the Stewart Creek Gold Zone, the Arrow Tungsten Zone, and the Free Silver Zone.

No exploration work was completed on the property in Q1 2014.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Rozan Property, British Columbia

In 2000, the Company entered into an option agreement to acquire the rights to the Rozan Property, a prospect located south of the community of Nelson in the Red Mountain area of south eastern British Columbia. The Company holds a 100% interest in the property, subject to an underlying royalty interest.

The Rozan Property is an early stage polymetallic exploration property in the same geological trend as the Stewart Property. Exploration by Emgold has included geological mapping, geochemical sampling and geophysical surveys along with small drilling programs, all of which had encouraging results. The Rozan Property has the potential for high-grade gold veins, bulk mineable disseminated gold zones, and possibly other metals.

No exploration work was completed on the property in Q1 2014.

Golden Bear Ceramics Company

Golden Bear Ceramics Company has developed a process that can use a variety of non-traditional feedstock materials such as mine tailings, fly ash from coal fired power plants, fines from aggregate quarries, and other mineral wastes to make high quality 100% recycled stone and ceramic building products. This process uses off-the-shelf equipment from the ceramics industry and involves traditional cold forging and hot forging processes.

Results of Operations

The comprehensive loss for the three months ended 31 March 2014 was $100,110, which compares to a comprehensive gain of $174,691 during the three months ended 31 March in 2013. The main fluctuations in costs are as follows:

Exploration and evaluation (Rounded ‘000)	3 months 2014			3 months 2013
	$	2,000			61,000
Variance increase (decrease)		(59,000	)

The decreased expenses incurred in the three months ended 31 March 2014 compared to the same period in 2013 is a result of the Company slowing its exploration programs in efforts to conserve cash in face of the current market challenges in the industry.

Professional Fees (Rounded ‘000)	3 months 2014		3 months 2013
	$	8,000		2,000
Variance increase (decrease)		6,000

The variance primarily arises from clarification of the roles internally and capture of bookkeeping apart from management fees.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Management and consulting fees (Rounded ‘000)	3 months 2014			3 months 2013
	$	35,000			60,000
Variance increase (decrease)		(25,000	)

The board and management reached an agreement to reduce the CEO remuneration during this period of uncertainty, this has resulted in a decrease in costs to the category.

Shareholder communications (Rounded ‘000)	3 months 2014			3 months 2013
	$	3,000			15,000
Variance increase (decrease)		(12,000	)

The Company continues to curtail every expenditure possible in uncertain times.

Financial Data for the Last Eight Quarters

The following table sets out selected unaudited quarterly financial information of the Company and is derived from the unaudited interim condensed interim consolidated financial statements prepared by management. The Company’s interim financial statements are prepared in accordance with International Financial Reporting Standards and are expressed in US dollars

	IFRS			IFRS			IFRS			IFRS			IFRS			IFRS			IFRS			IFRS
Three Months Ended	Mar-14			Dec-13			Sep-13			Jun-13			Mar-13			Dec-12			Sep-12			Jun-12
		$			$			$			$			$			$			$			$
Total Revenues		-			-			-			-			-			-			-			-
(Loss) income from continuing operations		(100,110	)		(523,724	)		(86,073	)		(42,496	)		(174,691	)		522,705			(406,122	)		(516,751	)
(Loss) income for the period		(100,110	)		(258,169	)		106,216			(42,496	)		(174,691	)		522,705			(406,122	)		(516,751	)
Gain (loss) per share (Basic and diluted)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		0.01			(0.01	)		(0.01	)
Total assets		1,270,579			1,290,459			1,372,229			1,585,153			1,701,112			1,677,936			1,500,731			1,611,293
Working capital		(725,759	)		(626,552	)		(513,147	)		(877,877	)		(801,353	)		(923,332	)		(466,057	)		4,178

The variances between the three month periods between March and June 2013, June and September 2013, and September and December 2013 are primarily a result of adjustments impacting the warrant liability and timing of exploration expenses incurred.

The variance between the 31 December 2013 and 31 March 2014 periods is widely a result of a significant adjustment to the warrant liability as a result of the audit process. The expenses incurred in the three month period ended 31 March 2014 are in line with the expectations of management.

Other factors contributing to the variances between quarters are affected by the Company’s activities and progress on permitting of the I-M Project and flow through work completed on the Company’s B.C. properties. These are discretionary costs, primarily related to the availability of finances, timing and availability of hiring of external consultants related to the permitting process, resource estimates and engineering or capital expenditures, which have been delayed.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Exploration and Evaluation Expenditures

	For the Period Ended		For the Year Ended		Cumulative Total as at
	31 March 2014		31 December 2013		31 March 2014
Idaho – Maryland Property, California
Geological and geochemical	$	-	$	-	$	4,977,460
Land lease and taxes		-		-		1,827,365
Mine planning		-		-		4,819,000
Transportation		-		-		137,580
Community relations		-		-		82,941
Assay and analysis		-		-		101,163
Site activities		-		-		1,673,217
Drilling		-		-		1,039,920
Consulting		-		-		209,713
Stock-based compensation		-		-		642,144
Incurred during the period	$	-	$	-	$	15,510,488
Buckskin Rawhide East Property, Nevada
Geological and geochemical		845		64,404		93,414
Land lease and taxes		15		27,826		27,841
Transportation		528		2,028		2,556
Site activities		-		5,116		5,116
Incurred during the period	$	1,388	$	127,539	$	128,927
Buckskin Rawhide West Property, Nevada
Land lease and taxes		-		3,147		3,147
Incurred during the period	$	-	$	3,147	$	3,147
Koegel Property, Nevada
Land lease and taxes		-		5,427		5,427
Incurred during the period	$	-	$	5,427	$	5,427
Total US Exploration Expenditures	$	1,388	$	102,832	$	15,646,989

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

	For the Period Ended		For the Year Ended		Cumulative Total as at
	31 March 2014		31 December 2013		31 March 2014
Rozan Property, BC
Drilling		-		-		285,771
Assays and analysis		147		149		75,004
Geological and geochemical		-		-		156,470
Site activities		-		-		22,219
Transportation		-		-		12,418
Stock-based compensation		-		-		16,055
Trenching		-		-		4,666
Assistance and recovery		-		-		(7,322	)
Incurred during the period	$	147	$	149	$	565,281
Stewart Property, BC
Drilling		-		-		1,079,056
Assays and analysis		146		148		159,896
Geological and geochemical		-		-		376,399
Claim fees		-		-		2,332
Transportation		-		-		57,857
Site activities		-		-		32,013
Stock-based compensation		-		-		16,055
Trenching		-		-		19,318
Assistance and recovery		-		-		(29,692	)
Incurred during the period	$	146	$	148	$	1,713,234
Total Canadian Exploration Expenditures	$	293	$	297	$	2,278,515
Total Exploration Expenditures	$	1,681	$	103,129	$	17,925,116

The Company’s current primary focus is to raise funds to advance its properties in Nevada that are adjacent to or near the operating Denton Rawhide Mine. The Company is consolidating its ownership in the Buckskin Rawhide East Property and plans to subsequently lease the property to Rawhide Mining LLC, who operates the Denton Rawhide Mine. Emgold subsequently plans to conduct additional exploration on its Buckskin Rawhide West and Koegel Rawhide Properties, subject to securing funds to move forward with this exploration.

The Company’s current secondary focus continues to be raising funds to lease or acquire the surface properties and mineral rights associated with the I-M in California. Subject to securing funds, the Company would move forward with the permitting process.

The Company’s tertiary current focus is the continued exploration of its Stewart and Rozan Properties in British Columbia, also subject to securing fund to move forward with this exploration.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Liquidity

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 and warrants 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 endeavours to minimize dilution to existing shareholders. There is no assurance that the Company will be successful with any financing ventures. Please refer to the “Risks” section of this document.

At 31 March 2014, the Company had a working capital deficiency of $725,759, compared with a working capital deficit of $626,552 at 31 December 2013.

Cash used in operating activities during the period ended 31 March 2014 totalled $(20,365) (31 March 2013 – $(238,047)).

Cash raised from investing activities during the period ended 31 March 2014 totalled $Nil (31 March 2013 – cash raised $23,839).

Cash raised in financing activities during period ended 31 March 2014 totalled $Nil (31 March 2013 – $283,944).

Investing Activities

As at 31 March 2014, Emgold has capitalized $1,227,563 (31 December 2013 - $1,227,563) representing costs associated with the acquisition of its mineral property interests in California, Nevada and British Columbia.

Capital Resources

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 continue to raise equity capital for future operations. If it is unable to continue to raise sufficient equity capital for continued permitting and corporate overhead, it would have to cease operations.

Share Capital

As at 31 March 2014, the Company had 72,587,462 common shares issued and outstanding. The fully diluted share capital of 88,603,130 assumes the conversion of 8,985,003 warrants and 7,030,665 options.

Financing Activities

Further financing will continue to be required to advance the I-M Project, for exploration of Emgold’s other properties, and for general and administrative costs, in order to complete the permitting process. Emgold has been looking at various alternatives to implement Golden Bear’s business plan as noted in section 1.1.1. The Company currently has no carrying value for Golden Bear and all costs were written off in fiscal 2008.

Going Concern

These audited consolidated 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.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

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 revenue, is unable to self-finance operations and has significant on-going cash requirements to meet its overhead and maintain its mineral interests. Further, the business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation assets is dependent upon several factors. These 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; although the Company has been successful in the past at raising funds, there can be no assurance that this will continue in the future. If the going concern assumption were not appropriate for these audited consolidated 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.

External permitting activities with the City of Grass Valley related to the I-M Project in California remain on hold pending financing activities by the Company and pending extension of the Lease Option to Purchase Agreement for certain surface and mineral rights associated with the Project. As announced in 26 October 2011, 07 September 2012, and 01 February 2013 press releases, the preparation of the Environmental Impact Report (EIR) remains temporarily on hold while the Company waits for improved equity market conditions to raise the funds necessary to complete the process. On 10 September 2012, the City of Grass Valley notified the Company that their 2011 Revised Permit Applications were “deemed withdrawn” and the applications will need to be resubmitted when the Company has the funds in place and is ready to move forward. On 01 February 2013, subsequent to year end 2012, a Lease Option to Purchase Agreement for the BET properties expired. The Company is in negotiations to extend this Agreement. Should negotiations to extend the agreement be unsuccessful, Emgold has stated it will terminate the Project and focus on the other assets the Company currently has in its portfolio.

Since 2009, Emgold management has taken many steps to reduce corporate and project costs. Currently, executive salaries are being deferred voluntarily, together with Board remuneration and management and consulting fees, until such time as new financing is available.

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 which currently apply to its activities.

Although over 40 gold mines have been permitted for operations in California since the CEQA legislation was enacted in the 1960s, there seems to remain a general perception in the mining industry and financial institutions that it is not possible to permit a mine in California and this has seriously impeded the Company’s efforts to obtain required and timely equity financing. The number of gold mines permitted and put into production is only a small fraction of the other mineral and metal mining production in California. The Company has received all permits applied for by the Company since its acquisition of the I-M Project.

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.

The Company has been performing reclamation activities on an on-going basis on its exploration properties. As such, management feels that there is no significant reclamation liability outstanding on properties owned by the Company.

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Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

The Company’s continuing operations and the underlying value and recoverability of the amounts shown for mineral property interests are entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its mineral property interests and on future profitable production or proceeds from the disposition of the mineral property interests or other interests.

Plans for 2014 and On-going

The Company plans to raise funds to continue advancing the I-M Project, depending on market conditions and other factors. Should funding not be available, the Company may elect to drop the I-M Project and focus on other properties the Company has in its portfolio.

A Lease Option to Purchase Agreement for the BET properties expired on 01 February 2013. The Company is in negotiations to extend this Agreement. Should negotiations to extend the agreement be unsuccessful, Emgold has stated it will terminate the Project and focus on the other assets the Company currently has in its portfolio.

The Company believes the Buckskin Rawhide East Property is a highly prospective gold-silver exploration property with potential for discovery of high grade and bulk disseminated mineralization. RMC commenced exploration activities on the Buckskin Rawhide East Property in 2013 with the goal of identifying resources that could ultimately be developed and processed at the adjacent Denton-Rawhide Mine.

The Company plans to conduct exploration activities (chip sampling, soil sampling, and geologic mapping) on the Buckskin Rawhide West Property that are not part of the RMC agreement, subject to financing.

The Company believes its Koegel Rawhide Property is a highly prospective gold-silver exploration property with potential for high grade and bulk disseminated mineralization. A high grade zone has been identified for core drilling and additional prospects on the property will continue to be investigated, subject to financing.

The Company believes the Stewart and Rozan Properties are highly prospective poly-metallic exploration properties with potential for discovery of molybdenum, tungsten, gold, silver, and other types of mineralization. A number of targets have been identified for continuing exploration, subject to financing.

Related Party Transactions and Balances

The Company’s related parties consist of directors, executive officers and companies owned by directors and / or executive officers as follows:

Related parties	Nature of transactions
David Watkinson, CEO	Management fees & share-based awards
A company owned or controlled by Grant T. Smith, CFO	Professional fees
A company of which a Director, Kenneth Yurichuck, is a director	Management fees & share-based awards
Sargent Berner, Former Director	Share-based awards
Stephen Wilkinson, Former Director	Share-based awards
Andrew MacRitchie, Director	Share-based awards
William Witte, Director	Share-based awards

14 | P a g e

Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

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

Related Party Disclosure
Name and Principal Position	Period(i)		Remuneration or fees(ii)		Share-based awards
CEO and President - management fees		2014 2013	$	23,125 46,250	$	- -
A company of which the CFO is a director (iii) – management fees		2014 2013		9,000 9,000		- -
A company of which the CFO is a director (iii) – accounting		2014 2013		4,400 4,500		- -

i)	For the three month periods ended 31 March 2014 and 2013.

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

iii)	A company of which the CFO, Grant T. Smith, is a director.

iv)	A company of which a director, Kenneth Yurichuk, is a director.

During the prior year the Company recognized a bad debt expense due to the write-off of accounts receivable from a former director in the amount of $12,756.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Critical Judgment in Applying Accounting Policies

In the application of the Company’s accounting policies, which are described in note 4 of the annual audited consolidated financial statements for the year ended 31 December 2013, 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.

15 | P a g e

Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Going concern assumption

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.

Mineral Properties

The company owns land and surface rights, which are part of the Idaho-Maryland property, valued as part of exploration and evaluation assets on statement of financial position at $490,508. This land is adjacent to the property covered by the BET agreement that expired on 01 February 2013. The BET Agreement, signed in 2002, originally had a five year term and has been extended three times. The Company is currently in discussions with the BET Trust to extend and/or negotiate a new agreement associated with the Project (refer to the audited consolidated financial statements, note 10) The company assessed that no impairment was necessary on the land and surface rights that they own as they are still negotiating to extend the lease. If the lease is not extended the land will still have real estate value and can be disposed of as a non-mining real estate transaction.

Key Sources of Estimation Uncertainty

Useful life of plant and equipment

The Company reviews the estimated lives of its plant and equipment at the end of each reporting period. There were no material changes in the lives of plant and equipment for the year ended 31 December 2013 and 2012.

Decommissioning liability

The estimated costs are reviewed annually by management including changes in the discount rate, estimated timing of decommissioning costs, or cost estimates.

Share based payments and fair value of warrants

Management assesses the fair value of stock options granted in accordance with the accounting policy stated in note 3 of the Company’s 31 December 2013 annual consolidated financial statements. The fair value of stock options granted is measured using the Black-Scholes option valuation model (“BkS”), which was created for use in estimating the fair value of freely tradable, fully transferable options. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the highly subjective input assumptions can materially affect the calculated values. The fair value of stock options granted using the BkS do not necessarily provide a reliable measure of the fair value of the Company’s stock option awards. The same model is used by the Company is order to arrive at a fair value for the issuance of warrants.

16 | P a g e

Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Exploration and evaluation asset

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, due from related party, marketable securities, accounts payable and accrued liabilities, due to related party and derivative liability.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations.

Substantially all of the Company’s cash and short-term investments are held with major financial institutions in Canada, and management believes the exposure to credit risk with such institutions is not significant. Those financial assets that potentially subject the Company to credit risk are its receivables. The Company has increased its focus on credit risk given the impact of the current economic climate. The Company considers the risk of material loss to be significantly mitigated due to the financial strength of the major financial institutions where cash and term deposits are held. The Company’s maximum exposure to credit risk as at 31 December 2013 is the carrying value of its financial assets.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it anticipates and determines the funds required to support normal operation requirements as well as the growth and development of its mineral property interests. The Company coordinates this planning and budgeting process with its financing activities through the capital management process described below, in normal circumstances. Due to the lack of liquidity and anticipated working capital requirements within the next twelve months, management has increased its focus on liquidity risk given the impact of the current economic climate on the availability of finance.

Currency risk

The Company’s currency risk arises primarily with fluctuations in United States dollar and the Canadian dollar. The Company has no revenue and any exposure to currency risk is related to expenditures by the Company in Canada, as a significant portion of operating expenses are payable in Canadian dollars. The currency risk by the Company relates to unpaid liabilities of the Company payable in Canadian dollars.

The Company has not hedged its exposure to currency fluctuations. At 31 March 2014, the Company is exposed to currency risk through the following assets and liabilities denominated in Canadian dollars, but presented in United States dollar equivalents:

At 31 March 2014 the Company held currency totalling the following:

Rounded (‘000’s)	31 March 2014		31 December 2013
Canadian dollars	$	3,000	$	11,000
United States dollars	$	15,000	$	27,000

Based on the above net exposures at 31 March 2014, and assuming that all other variables remain constant a 5% appreciation or depreciation of the Canadian dollar against the United States dollar would result in an increase/decrease of $150 the Company’s loss from operations.

17 | P a g e

Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Management of Capital

The Company defines capital as its shareholders' equity. The Company’s objective in managing capital is to maintain adequate levels of funding to support the activities of the Company, maintain corporate and administrative functions necessary to support organizational management oversight, and obtain funding sufficient for advancing the Company’s other interests including its exploration properties.

The Company seeks to manage its capital structure in a manner that provides sufficient funding for operational activities. Funds are primarily secured through equity capital obtained in private placements. There can be no assurances that the Company will be able to continue raising capital in this manner. The Company currently does not use other sources of financing that requires fixed payments of interest and principal due to the lack of cash flow from current operations and is not subject to any externally imposed capital requirements.

The Company has in the past invested its capital in short-term investments to obtain adequate returns. The investment decision is based on cash management to ensure working capital is available to meet the Company’s short-term obligations while maximizing liquidity and returns of unused capital.

Disclosure controls and internal controls over financial reporting

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 International Financial Reporting Standards. 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 identified and reported in a timely manner. There has been no significant change in disclosure controls or in internal controls over financial reporting during the year ended 31 December 2013 that has materially affected, or is reasonably likely to affect, the Company’s disclosure controls or its internal controls over financial reporting.

Management’s report on internal controls over financial reporting and disclosure controls

The Chief Executive Officer and the Chief Financial Officer 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 31 March 2014. Based on that assessment, management concluded that, as at 31 March 2014, the Company’s internal control over financial reporting has effectively provided reasonable assurance regarding the reliability of financial reporting and the preparation of audited consolidated financial statements for external reporting purposes. There was no change in the Company’s internal controls over financial reporting that occurred in the year ended 31 March 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Additional Disclosure for Venture Issuers without Significant Revenue

Consistent with other companies in the mineral exploration industry, Emgold has no source of operating revenue. The Company’s 31 March 2014 Annual Audited Consolidated provide a breakdown of the general and administrative expenses for the period under review and an analysis of the capitalized and expensed exploration and development costs incurred on its mineral properties.

18 | P a g e

Emgold Mining Corporation

US Funds

(Unaudited)

Management Discussion and Analysis

Investor Relations Activities

With respect to investor and public relations, the Company provides information from its corporate offices to investors and brokers through its website and SEDAR without the use of an investor relations firm.

Approval

The Board of Directors of Emgold Mining Corporation has approved the disclosure contained in this annual MD&A. A copy of this annual MD&A will be provided to anyone who requests it and can be located, along with additional information, on the SEDAR website at www.sedar.com.

Caution on Forward-Looking Information

This MD&A contains "forward-looking statements". These forward-looking statements are made as of the date of this MD&A and the Company does not intend, and does not assume any obligation, to update these forward-looking statements.

Forward-looking statements may include, but are not limited to, statements with respect to the ongoing viability of the Company, the Company’s ability to raise capital or renegotiate the BET agreement, future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, the timing of activities and the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, requirements for additional capital and sources and uses of funds.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of financing activities, exploration activities; actual results of remediation and reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other commodities; the state of capital markets; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of exploration and development activities.

Respectfully submitted

On behalf of the Board of Directors,

“David Watkinson”

David Watkinson

President & CEO

19 | P a g e

This is an unofficial consolidation of Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, David Watkinson, Chief Executive Officer of Emgold Mining Corporation certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Emgold Mining Corporation (the “issuer”) for the interim period ended 31 March 2014.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: 28 May 2014

“David Watkinson”

Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, Grant T. Smith, Chief Financial Officer of Emgold Mining Corporation certify the following:

Date: 28 May 2014

“Grant T. Smith

Chief Financial Officer

NOTE TO READER

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

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Form 6-K EMGOLD MINING CORP For: Mar 31

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