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Anatolia Minerals Development Limited

Management Discussion and Analysis


For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

March 19, 2010

This management discussion and analysis (“MD&A”) includes a review of activities, results of
operations, financial condition and outlook for Anatolia Minerals Development Limited and its
subsidiaries (the "Corporation" or "Anatolia") for the year ended December 31, 2009, with comparisons
to the year ended December 31, 2008. This MD&A is presented as of March 19, 2010 and should be read
in conjunction with the Corporation’s audited annual consolidated financial statements for the years
ended December 31, 2009 and 2008 and the notes thereto (the “consolidated financial statements”).
Anatolia's consolidated financial statements have been prepared in accordance with Canadian generally
accepted accounting principles (“Canadian GAAP”). All amounts in this report are in U.S. dollars
(“USD”), unless otherwise noted. Additional information relating to Anatolia, including the
Corporation’s most recent annual information form, is available on SEDAR at www.sedar.com.

Cautionary Statements

Except for statements of historical fact relating to Anatolia Minerals Development Limited (“Anatolia” or
the “Corporation”), certain statements contained herein constitute forward-looking information, future
oriented financial information, or financial outlooks (collectively "forward-looking information") within
the meaning of Canadian securities laws. Forward-looking information may relate to this document and
other matters identified in Anatolia's public filings, Anatolia's future outlook and anticipated events or
results and, in some cases, can be identified by terminology such as ‘‘may’’, ‘‘will’’, ‘‘could’’, ‘‘should’’,
‘‘expect’’, ‘‘plan’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘estimate’’, ‘‘projects’’, ‘‘predict’’,
‘‘potential’’, ‘‘targeted’’, ‘‘possible’’, ‘‘continue’’, “objective” or other similar expressions concerning
matters that are not historical facts and include, but are not limited in any manner to, those with respect to
commodity prices, access to sufficient capital resources, mineral resources, mineral reserves, realization
of mineral reserves, existence or realization of mineral resource estimates, results of exploration activities,
the timing and amount of future production, the timing of construction of the proposed mine and process
facilities, the timing of cash flows, capital and operating expenditures, the timing of receipt of permits,
rights and authorizations, communications with local stakeholders and community relations, status of
negotiations of joint-ventures, availability of financing and any and all other timing, development,
operational, financial, economic, legal, regulatory, and political factors that may influence future events
or conditions. Such forward-looking information is based on a number of material factors and
assumptions, including, but not limited in any manner, to those disclosed in any other Anatolia filings,
and include the ultimate determination of mineral reserves, availability and final receipt of required
approvals, licenses and permits, ability to acquire necessary surface rights, sufficient working capital to
develop and operate the proposed mine, access to adequate services and supplies, economic conditions,
commodity prices, foreign currency exchange rates, interest rates, access to capital and debt markets and
associated cost of funds, availability of a qualified work force, lack of social opposition and legal
challenges, and the ultimate ability to mine, process and sell mineral products on economically
favourable terms. While Anatolia considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Actual results may vary from such forward-
looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed
in this document and in other Anatolia filings (which are available at www.sedar.com). Accordingly,
readers should not place undue reliance on forward-looking statements. These forward-looking
statements are made as of the date of this report and based upon management’s beliefs, estimates and
opinions on such date, and Anatolia does not intend, and undertakes no obligation to update any forward-
looking information to reflect, among other things, new information or future events, except as required
under applicable securities regulations.

2
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

All references to mineral reserves and resources contained in this MD&A and other Anatolia public
filings are determined in accordance with National Instrument 43-101, Standards of Disclosure for
Mineral Projects (“NI 43-101”) of the Canadian Securities Administrators (“CSA”) and Canadian
Institute of Mining, Metallurgy and Petroleum (“CIM”) standards. While terms associated with various
categories of “reserve” or “resource” are recognized and required by Canadian regulations, they may not
have equivalent meanings in other jurisdictions outside Canada and no comparison should be made or
inferred. Actual recoveries of mineral products may differ from mineral reserves and resources due to
inherent uncertainties in acceptable estimating techniques. In particular, “indicated” and “inferred”
mineral resources have a great amount of uncertainty as to their existence, economic and legal feasibility.
It cannot be assumed that all or any part of an “indicated” or “inferred” mineral resource will ever be
upgraded to a higher category of resource. Investors are cautioned not to assume that all or any part of the
mineral deposits in these categories will ever be converted into proven and probable reserves.

Company Overview

Anatolia is a Canadian corporation listed on the Toronto Stock Exchange (“TSX”). The Corporation’s
trading symbols on the TSX for its common shares and its convertible debentures (“Debentures”) are
ANO and ANO.DB, respectively.

The Corporation operates in one business segment consisting of development of and exploration for
mineral deposits in Turkey. Gold and copper are the principal interests of the Corporation. Anatolia,
through its subsidiaries, controls approximately 284,000 hectares throughout Turkey. The Corporation’s
only material project is its Çöpler Gold Project (or “Çöpler”). In August 2009, the Corporation formalized
a strategic relationship with Çalık Maden İşletmeleri A.Ş. (“Çalık Mining”), a subsidiary of Çalık
Holding A. Ş. (“Çalık Group”). The Çalık Group is one of Turkey’s largest industrial conglomerates. This
strategic relationship is more fully described below under “Çalık Mining Strategic Relationship”. In
addition to the Çalık Mining strategic relationship, the Corporation has five other prospects under joint
venture with third parties.

The Corporation’s business strategy is to become a mid-tier gold producer. Management intends to place
the oxide phase of Çöpler into production during the fourth quarter of 2010. Çöpler sulfide gold
mineralization is being evaluated to determine the economic potential for refractory gold recovery. The
Corporation’s mid-term objective is to develop the sulfides as a second phase, which would increase gold
production and extend mine life. Once Çöpler achieves production, organic growth within Turkey and
other strategic growth opportunities are expected to contribute to Anatolia’s future growth profile.

Çöpler Gold Project

Çöpler is presently under construction with first gold pour anticipated during the fourth quarter of 2010.
Full commercial production should be achieved in 2011. Anatolia capitalizes development costs
following completion of a feasibility study and approval of a commercial production decision by its
Board of Directors. These costs are capitalized as “Development property” in the consolidated balance
sheets until assets are ready for their intended use. Development costs include:

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Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

December 31, December 31


2009 2008
$ $
(millions)
Construction directs 17.9 9.4
Equipment purchases 27.2 21.3
Working capital 32.6 17.8
Project indirects 33.7 12.9
Subtotal – Oxide phase 111.4 61.4
Other - 10.7
Total development property 111.4 72.1

Components of Development property include:

Construction directs are costs associated with activities such as earthworks, foundations, structural
concrete and steel erection, mechanical equipment installations, electrical installations, and
instrumentation of plant facilities. Construction directs also includes similar costs for village construction
and other ancillary facilities.

Equipment purchases represent capital items related to the physical plant.

Working capital costs represent costs of the Corporation, including salaries, mining contractor costs for
pre-stripping and initial production, crushing of leach pad over liner and ore, leaching, recovery, and
general and administrative costs for operations prior to achieving first production.

Project indirect costs include engineering, procurement and construction management costs, insurances,
spare parts, first fills, commissioning, freight and quality assurance activities.

Other includes equipment purchases, engineering costs and other costs associated with a mill, which was
originally contemplated for processing higher grade oxide ores. Subsequent evaluations indicated the
incremental economic benefit of adding a mill did not justify the additional capital investment. As a
result, the Corporation recorded a loss during 2009 to reduce the carrying value of the mill and ancillary
equipment to market value based on management’s assessment of current market conditions. This
remaining balance was reclassified to assets held for sale.

See “Status of Development Activities - Phase 1” for additional information regarding current
construction activities.

Çöpler Overview

Çöpler is a large, open-pittable gold deposit located in the eastern part of central Turkey, roughly 550 km
east of Ankara and 120 km southwest of the city of Erzincan. There are three predominant mineral zones
at Çöpler: the Main, Manganese, and Marble Contact Zones.

The Main Zone occupies the west portion of the Çöpler area and is about 750m north to south by 1,000m
east to west. Typical depths of mineralization range from surface to about 172m in depth. The
disseminated quartz pyrite arsenopyrite epithermal veinlets are primarily hosted in diorite and

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Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

metasediments with some marble mineralization on the eastern end of the Main Zone. Supergene
oxidation has occurred and oxide mineralization occurs from near surface to depths of about 85m. Minor
volumes of massive sulfide pyrite mineralization occur within the Main Zone.

The Manganese Zone occupies the eastern end of the Çöpler mineralized area. The zone is about 650m
wide in the north to south direction by about 650m in the east to west direction. The surface of this area
consists predominantly of marble. A limb of the diorite intrusive occurs sub-surface and a major
component of the Manganese Zone mineralization is associated with the contact between the diorite and
the marble. Mineralization ranges from surface to about 300m deep. Limited free gold mineralization
occurs in the marble with minimal associated sulfides. Disseminated quartz sulfide mineralization occurs
in clay altered and brecciated diorites as well as locally carbonate altered diorite. Minor volumes of
massive sulfide pyrite mineralization occur within the Manganese Zone. There has been supergene
oxidation in this deposit. “Leachable” mineralization is a combination of free gold in marble and
supergene oxidized mineralization in both marble and diorite. Some leachable mineralization occurs to
over 195m in depth.

The Marble Contact Zone occurs in the south-eastern portion of the district and is associated with a
northeast striking fault contact between marble on the east and metasediments and intrusives on the west.
The width is approximately 350m and the strike length is 300m in a northeasterly direction. The depth of
mineralization ranges from surface to about 160m. Mineralization occurs as both disseminated sulfides in
veinlets and massive sulfide along the marble contact. Supergene oxidation has occurred along the
northeast structure resulting in greater depths of oxidized mineralization than in the Main Zone. The
Marble Contact Zone hosts more copper and other base metals than the other two deposits.

Set forth below are mineral reserves and mineral resources for Çöpler as reported in the Corporation’s
technical report, dated December 2008.

Mineral Reserves
Proven Probable Proven + Probable
Au Ag Au Ag Au Ag Recovered
Process Category Ktonnes gm/t gm/t Ktonnes gm/t gm/t Ktonnes gm/t gm/t Au KOzs
Total Leach Ore ...................... 32,792 1.690 4.08 8,038 1.500 2.44 40,830 1.650 3.75 1,300
Total Mineral Reserves ........... 32,792 1.690 4.08 8,038 1.500 2.44 40,830 1.650 3.75 1,300

Mineral reserves are based on the following production schedule for the oxide ore, as further described
under “Mining Operations” below.

Heap Leach Ore


Waste Total
Cutoff Au Ag Au Lch Ag Lch Material Material
Year $ Net /T Ktonnes gm/t gm/t Rec % Rec % Ktonnes Ktonnes
2008 ..................................................... $0.001 0 0.00 0.00 — — 309 309
2009 ..................................................... $0.001 1,300 0.88 0.34 74.3% 29.2% 5,765 7,065
2010 ..................................................... $0.001 5,613 1.64 2.89 67.9% 22.1% 8,716 14,329
2011 ..................................................... $0.001 5,765 2.06 4.34 63.7% 19.1% 9,569 15,334
2012 ..................................................... $0.001 5,699 1.36 3.74 64.8% 18.8% 9,631 15,330
2013 ..................................................... $0.001 5,651 1.29 1.32 65.8% 27.4% 9,679 15,330
2014 ..................................................... $0.001 5,591 1.34 1.43 65.8% 29.0% 8,645 14,236
2015 ..................................................... $0.001 5,736 1.75 4.66 59.0% 22.1% 4,853 10,589
2016 ..................................................... $0.001 5,474 2.29 8.77 40.6% 18.7% 4,913 10,387
Total ..................................................... 40,830 1.65 3.75 60.0% 20.7% 62,080 102,910

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Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Mineral resources in addition to reserves, assumes the presence of a sulfide process facility.
Measured Indicated Measured + Indicated Inferred
Con- Con-
tained tained
K Au Ag Cu K Au Ag Cu K Au Ag Cu Au K Au Ag Cu Au
Material Type tonnes gm/t gm/t gm/t Tonnes gm/t gm/t gm/t tonnes gm/t gm/t gm/t KOzs tonnes gm/t gm/t gm/t KOzs
Remaining Oxide
Resource ........... 15,908 0.757 1.35 0.09 8,725 0.782 1.25 0.16 24,633 0.766 1.32 0.11 607 1,448 0.847 0.77 0.18 39
Remaining Sulfide
Resource ........... 24,805 1.705 6.48 0.14 31,458 1.741 4.76 0.11 56,263 1.725 5.52 0.12 3,120 1,840 1.800 3.40 0.12 106
Total Mineral
Resources ......... 40,713 1.334 4.48 0.12 40,183 1.533 4.00 0.12 80,896 1.433 4.24 0.12 3,727 3,288 1.380 2.24 0.15 145

(1) Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Mineral resources are based on a larger floating cone pit geometry that assumes the presence of a sulfide
process facility and the inclusion of economic credit for inferred mineralization for the determination of
resources only. Cut-off grades for mineral resources are equal to $0.001 income net of process per tonne
of ore.

Çöpler Development Plan

Gold and silver mineralization occurs in both oxide and sulfide forms. The oxide mineralization is
generally nearer surface and amenable to open-pit mining, three-stage crushing, agglomeration, and heap
leach processing. The Corporation is initially developing the mine and related facilities to recover gold
and silver from leachable ores, which are predominantly oxides. The deeper sulfide mineralization is
being advanced to prefeasibility level engineering for potential production in a later phase. Based on
positive results from the recent completion of an internal preliminary economic assessment of the mining,
processing and recovery of gold from the sulfide resources at Çöpler, the Corporation is proceeding to
advance the sulfide project to prefeasibility level engineering. The Corporation expects to complete and
publish the results of a preliminary feasibility level engineering study that complies with National
Instrument 43-101 by the end of 2010.

Status of Development Activities – Phase 1 (Oxide Heap Leach Only)

Critical path items leading towards the first gold pour remain on the current development schedule. A
relatively mild winter has resulted in minimal project delays due to inclement weather. Filling and
compacting of the sub-grade for the heap leach pad remains on schedule for completion in mid-April.
Earthworks to bring the plant site to grade have been completed on schedule. Excavation, forming and
pouring of foundations for the Adsorption, Desorption and Regeneration (“ADR”) plant have been
completed. Foundations for the main substation are now in progress. Earthworks for the pregnant solution
ponds are on schedule.

A preliminary concrete pour to bring the excavation for the primary crusher to grade has been completed
as has the first reinforced concrete raft forming the base of the primary crusher foundations. Work is now
in progress on the primary crusher foundation walls. Earthworks and excavation for the fine ore crushing
and screening facility, including the lime and cement silos, are complete and forming of these foundations
has begun.

The mining contractor ramped up to planned production levels during January and is consistently
achieving targeted mining rates. To date, mining has been primarily focused on stripping waste material

6
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

to provide rock for the heap leach sub-grade fill. Limited quantities of ore have been mined and
stockpiled thus far.

The portable crusher, which will be used to crush the heap leach pad overliner material, has arrived on
site and is operational. Mechanical pre-assembly of the portable conveyors for stacking ore on the leach
pads is complete.

Final shipments of the ADR plant equipment are scheduled to arrive on site during March.

Good progress continues to be made on resettlement activities, which have been centered on the
acquisition of the remaining land parcel, resettlement planning with local constituents, and the bidding
process for the new village construction project. The Corporation has entered into agreements with all
landowners, with the final two agreements subject to completion of the Turkish administrative processes.
This includes agreement with the owner of four parcels in the old village footprint that had been under
expropriation proceedings, and with the owner of a parcel who was seeking administrative re-
classification of his parcel. The swap agreement on one parcel belonging to a ward of the court remains to
be ratified by the court. Transfer of title to property that is not the subject of swap agreements is under
way. The transfer of titles to properties in the old village that will be swapped for properties in the new
village will take place after all new home construction has been completed. An Appellate Court judge has
recently signed the decision to release the lawsuit between the two parties claiming ownership of the final
parcel in the new village. The Administrative procedures to complete the release will take several weeks,
after which the Company can proceed with the process for title transfer and approval of the new village
parcel plan.

The first round of bidding for construction work for the new village has been completed. A revised bid
package for the second round of bidding has been issued concurrently with the commencement of more
detailed geotechnical investigations of the new village site as a precursor to securing construction permits.
The construction contract for the new village will be awarded after receipt of the geotechnical reports,
anticipated to be received during the second quarter of 2010. Construction and handover of the new
village is expected to be completed late in the second quarter of 2011.

Çalık Mining Strategic Relationship

The Corporation and Çalık Mining formalized an agreement on August 12, 2009 to create a strategic
relationship. The strategic relationship allows Çalık Mining to acquire up to a 20% interest in Çöpler and
outlines a structure for cooperation and cross-investment to explore and develop other mineral properties
in Turkey. Çalık Mining initially subscribed for a 5% interest in Çöpler through an investment in
Çukurdere Madencilik Sanayi Ve Ticaret Anonim Şirketi (“Çukurdere”), previously a wholly-owned
subsidiary that conducts development activities for the Çöpler Gold Project, for $12.6 million, to be paid
in full by August 2010. Çalık Mining was also granted an option that expires on December 31, 2011 to
acquire up to an additional 15% interest in Çöpler for an additional $37.8 million, for a total consideration
of $50.4 million, or proportionate consideration based on the interest acquired. As a shareholder of
Çukurdere, Çalık Mining is responsible for its proportionate share of Çukurdere’s capital and operating
costs, and will receive benefit of its proportionate share of revenues and other income. The strategic
relationship also contemplates mutual cooperation and cross investment to jointly explore and develop
other mineral properties in Turkey on a 50/50 basis where the Corporation remains the operator.

7
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Other Properties-Exploration

Anatolia has been active as a minerals exploration company in Turkey since 1996 and continues to pursue
new resource discoveries as a key element of its growth strategy. Since inception, the Corporation has
expended $74.9 million on its exploration programs, with $30.4 million having been funded by third
parties under various earn-in agreements.

The Corporation’s initial exploration objective is to upgrade its prospects to the drill-ready stage. At that
point, the Corporation may either drill the prospect on its own or seek a partner. Portfolio prospects
failing to meet Anatolia’s criteria, which is generally a minimum of $1 billion of “in the ground” value,
are dropped in favour of new opportunities identified through a continuous grassroots campaign. This
strategy allows the Corporation the opportunity to maintain very low assessment costs and continually
upgrade its portfolio.

The Corporation’s exploration portfolio includes 100 licenses aggregating approximately 284,000
hectares. These licenses are explored either directly by Anatolia for its sole benefit or in connection with
various third party optionees. To complete earn in, optionees are generally required to make periodic
payments to Anatolia, fund exploration costs to specified amounts and produce a technical report within
either five or six years.

The following is an overview of the Corporation’s prospect under option:

Property Primary Mineralization Partner Earn-In %


Yenipazar Au / Ag / Cu / Pb / Zn Aldridge Minerals 100% 1
Ikiztepe/Sarp Cu / Mo / Au Valhalla Resources 65%
Karagoz Au / Sb Valhalla Resources 65%
Bursa Cu / Mo / Au Empire 65%
Gumushane Au Newmont 70%
1
In July 2006, Anatolia agreed to amend the agreement to allow Aldridge Minerals to earn a 100% interest.
Anatolia will receive a 6% net proceeds interest in production up to $165 million. Thereafter, the Anatolia net
proceeds interest will increase to 10%. Anatolia also received 250,000 common shares of Aldridge Minerals,
valued at $435,000 at the date of the amendment.

During 2009, the Corporation initiated a sulfide drilling program at Çöpler. Expenditures at other
properties were limited. Management intends to continue limiting expenditures for exploration to non-
discretionary levels until Çöpler begins production.

Overall Performance

The Corporation continued development of the Çöpler oxides during 2009. Construction activities
commenced in late September and are continuing. Aggregate development and construction expenditures
totalled $39.3 million during the year ended December 31, 2009 (2008– $45.4 million).

The Corporation also continued limited general exploration activities during 2009. Major
accomplishments included additional sulfide drilling at Çöpler during the fourth quarter of 2009. This
drilling was designed to extend and better define the sulfide gold mineralization of several known sub-
vertical structures encountered during earlier drilling. As of December 31, 2009, approximately 10,000

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Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

meters had been completed, with remaining drilling and analysis work completed during the first quarter
of 2010. Total exploration expenditures were $2.0 million for the year ended December 31, 2009 (2008 –
$8.0 million). This included exploration carried out on behalf of various third-party optionees, for which
$0.2 million was reimbursable to Anatolia for the year ended December 31, 2009 (2008 – $1.5 million).

The Turkish consumer price index (“CPI”) increased 6.5% for the 12 month period ended December 31,
2009 (2008 – 10.1%). Certain employee labor costs, consumables and equipment are procured in Turkey;
therefore, such costs and expenses are generally affected by changes in the Turkish CPI. Global and
Turkish pricing of materials and services remain volatile and may be further affected by fluctuations in
foreign currency rates. Such conditions may result in future capital and operating cost variances beyond
management’s control.

Foreign exchange rates relative to the U.S. dollar were:

December 31 December 31 December 31


2009 2008 2007
Canadian Dollar (“CAD”) 1.05 1.22 0.98
Turkish Lira (“TRY”) 1.51 1.52 1.18

The Corporation maintains its cash and cash equivalents and short-term investments in USD and other
currencies that the Corporation estimates will be used to meet obligations denominated in those
currencies. Management estimates that additional conversions of USD to TRY will be necessary to meet
future TRY denominated transactions. USD equivalent of currencies held included:

December 31 December 31
2009 2008
$ $
(in millions)
USD 54.9 43.1
CAD 18.1 11.5
TRY 9.7 7.5
Other - 1.4
82.7 63.5

The gold price per ounce increased from $865 at December 31, 2008 to $1,104 at December 31, 2009.
Average gold and silver prices per ounce (London PM Fix) were:

For the years ended


December 31 December 31 December 31
2009 2008 2007
$ $ $
Gold 972.35 872.14 696.40
Silver 14.67 14.99 13.38

The following table summarizes key elements of the Corporation’s financial position as of December 31,
2009, 2008 and 2007.

9
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

December 31 December 31 December 31


2009 2008 2007
$ $ $
Current assets 109,085,604 69,669,015 115,659,788
Non-current assets 124,440,453 75,436,818 18,053,486
Current liabilities 8,282,524 5,887,939 4,855,633
Non-current liabilities 76,903,710 60,194,034 69,135,338
Non-controlling interest 5,499,838 - -
Shareholders’ equity 142,839,985 79,023,860 89,985,892

The 2009 increase in current assets was primarily due to additional cash received from two equity
financings as discussed below under “Liquidity and Capital Resources”, a receivable of $11.2 million
related to the strategic agreement with Çalık as discussed above under “Çalık Mining Strategic
Relationship”, and reclassification of long-lived assets to assets held for sale as discussed above under
“Çöpler Gold Project.” These increases were partially offset by ongoing expenditures for Çöpler
development, exploration, interest expense and corporate administration. The 2008 decrease from 2007
was due primarily to ongoing expenditures for Çöpler development, exploration, interest expense and
corporate administration.

The 2009 and 2008 increases in non-current assets were due to ongoing expenditures for Çöpler
development. In addition, 2009 non-current assets increased due to advance payments made to Çöpler-
related contractors.

The 2009 and 2008 increases in current liabilities reflect the increased level of development activities at
Çöpler and the timing of payments made to vendors.

The 2009 increase in non-current liabilities primarily reflects the impacts of accretion and foreign
exchange losses on the debt-portion of the Debentures. The 2008 decrease in non-current liabilities
reflects the impact of foreign exchange gains recognized during 2008, partially offset by the impacts of
accretion.

Non-controlling interest represents the portion of net Çukurdere assets and liabilities purchased by Çalık
as discussed above under “Çalık Mining Strategic Relationship”.

The 2009 increase in shareholders’ equity is due to the issuance of shares in connection with the equity
financings as discussed below under “Liquidity and Capital Resources” and the issuance of common
shares in connection with option exercises. These inflows were partially offset by the Corporation’s net
loss of $32.2 million. The 2008 decrease is due primarily to the Corporation’s net loss of $13.5 million.

The Corporation reported net losses for the years ended December 31, 2009, 2008 and 2007 of $31.9
million, $13.5 million and $19.6 million, respectively. Analysis of the results of operations is presented
below.

Results of Operations

In addition to the development activities at Çöpler as discussed above, other activities of the Corporation
include exploration and corporate affairs, which are included in the statements of operations as follows:

10
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

For the years ended


December 31 December 31 December 31
2009 2008 2007
$ $ $
Expenses
Corporate administration 10,438,884 8,466,381 6,164,802
Exploration and evaluation expenses 2,047,872 8,015,947 11,257,515
Exploration costs reimbursable from third party
optionees (164,909) (1,539,782) (4,050,629)
Foreign exchange loss (gain) 7,475,361 (10,863,269) 4,430,996
Interest expense on Debentures 4,192,149 4,466,659 3,163,477
Interest accretion on Debentures 5,930,762 5,388,686 3,359,039
Loss on valuation of assets 7,031,534 - -
Stock based compensation 1,078,505 2,693,525 2,168,694
Amortization of property, plant and equipment 213,368 220,942 139,953
38,243,526 16,849,089 26,633,847
Other
Gain on sale of non-controlling interest 4,903,696 - -
Interest income and other 1,110,637 3,344,471 7,006,161
Net loss before non-controlling interest (32,229,193) (13,504,618) (19,627,686)
Non-controlling interest 287,626 - -

Net loss (31,941,567) (13,504,618) (19,627,686)


Basic and diluted loss per share (0.28) (0.16) (0.24)

Corporate administration expense is comprised of the following components:

For the years ended


December 31 December 31 December 31
2009 2008 2007
$ $ $
Board expenses 186,760 412,784 219,504
Consulting 1,038,498 1,240,106 629,461
Financing fees 3,504,039 633,984 970,125
Investor relations 76,279 119,415 223,238
Legal and accounting 971,929 884,472 977,352
Salaries and benefits 2,709,680 3,482,682 1,790,944
Executive separation - - 402,109
Travel 547,452 735,507 478,031
Unrealized derivative losses 867,832 - -
Other 536,415 957,431 474,038
Total corporate administration 10,438,884 8,466,381 6,164,802

Overall changes in corporate expenses reflect increased management costs as development operations
continued during 2009 as compared to 2008. Significant items affecting corporate expenses are noted
below:

11
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Board expenses decreased in 2009 compared to 2008 as the directors agreed in December 2008 to
accept options in lieu of their 2009 annual stipends. Board expenses increased in 2008 compared to
2007 due to the full-year affect of 2007 increases to board compensation, adding a seventh board
member, and more meetings.

Consulting fees decreased during 2009 compared to 2008 as several projects undertaken during 2008
were completed. New projects during 2009 included third-party assistance in developing and
implementing best practices for mining operations at Çöpler. Consulting fees increased in 2008 as
compared to 2007 due to increased management projects associated with corporate governance
activities, which focused on management processes, sustainable development, internal control design
and effectiveness and other policies, procedures and practices.

Financing fees increased in 2009 as compared to 2008 due to costs related to the closing of the debt
facility discussed below under “Liquidity and Capital Resources”. These costs were lower in 2008 as
compared to 2007 due to the timing of work related to initiation and ongoing negotiations for the debt
facility.

Legal and accounting fees increased in 2009 compared to 2008 because of several corporate
governance projects and legal assistance in connection with closing of the debt facility discussed
below under “Liquidity and Capital Resources”. Legal and accounting fees decreased in 2008 as
compared to 2007 primarily due to decreased legal assistance in connection with corporate
governance and Çöpler project financing during 2008, as well as lower general legal costs throughout
2008, offset slightly by increased audit and tax related costs.

Salaries and benefits decreased in 2009 compared to 2008 primarily due to employee relocation
expenses provided to the Corporation’s CEO during the second and third quarters of 2008, $150,000
paid for interim CEO services during the first quarter of 2008, and $750,000 of write downs
associated with the current CEO’s residence. These reductions were offset slightly by increased costs
during the first quarter of 2009 related to employee separations in Turkey and additional salaries and
benefits paid in Turkey, a portion of which provided general support services to the Corporation
during 2009. Salaries and benefits increased in 2008 as compared to 2007 due to added staff and
salary increases over prior periods, as well as the specific 2008 variances previously discussed. In
addition, salaries and benefits increased by approximately $300,000 as the overall result of additional
headcount positions in Turkey, a portion of which provided general support services to the
Corporation during 2008.

Unrealized derivative losses for 2009 relate to mark-to-market adjustments for gold put options
purchased during 2009. These put options were acquired as a condition of the debt facility discussed
below under “Liquidity and Capital Resources”. Remaining gold put options covered 17,000 ounces
of gold as of December 31, 2009 with an average strike price of $818/ounce.

Executive separation decreased in 2008 as these were one-time costs incurred in 2007 which
represented the accrued amount payable to the former Chief Executive Officer for benefits due under
the terms of his separation from the Corporation.

Other decreased in 2009 primarily due to the timing of miscellaneous expenditures related to
increased staffing and general costs including rent, office supplies, communications, miscellaneous
taxes and fees and other similar items.

12
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Exploration and evaluation expenses, offset by exploration costs reimbursable from third-party
optionees, are detailed below for the years ended December 31, 2009, 2008 and 2007:

For the years ended


December 31 December 31 December 31
2009 2008 2007
$ $ $
100% owned exploration projects:
Çöpler 1,821,188 1,456,866 6,210,623
Karakartal 76,651 2,234,320 64,409
Yelekkaya 12,486 803,740 69,576
Other 24,998 2,132,794 1,014,691
Other projects, subject to earn-in:
Cevizlidere - 25,087 1,704,200
Tufanbeyli - 519,826 1,240,575
Sarp-Ikiztepe 7,780 180,453 814,483
Bursa 47,585 530,603 25,678
Gumushane 53,558 - -
Karagoz 3,626 132,258 113,280
Exploration and evaluation expenses 2,047,872 8,015,947 11,257,515
Reimbursable expenses and other receipts (164,909) (1,539,782) (4,050,629)
1,882,963 6,476,165 7,206,886

Exploration activities were limited in 2009 as the Corporation focused financial and physical resources on
Çöpler development. The only significant exploration program for 2009 was a sulfide drilling program at
Çöpler that started during the fourth quarter of 2009. Exploration expenditures for 2008 and 2007
included drilling programs at Çöpler, 100% owned projects and other projects subject to earn-in.

Foreign exchange loss (gain) has been volatile during the past three years. To a great extent, this resulted
from volatility in the CAD:USD exchange rate as applied to the Debenture, which is a CAD-denominated
liability. Management has elected not to hedge this CAD liability; therefore, foreign exchange loss (gain)
amounts will continue to be affected. A realized gain or loss associated with the Debentures will occur if
future settlement of the Debentures is made through cash payments. The Debentures are due April 2012.
For the year ended December 31, 2009, Foreign exchange loss related primarily to the effect of a
weakening USD against the CAD as applied to the Debentures. Partially offsetting this loss was a foreign
exchange gain relating to translation of CAD denominated cash and cash equivalents to USD for financial
statement presentation purposes. Foreign exchange (gain) for the year ended December 31, 2008 related
primarily to the effect of a strengthening USD against the CAD as applied to the Debentures, offset
partially by a foreign exchange loss relating to CAD denominated cash and cash equivalents.

Interest accretion on Debentures represents non-cash expenses associated with the Debentures as the
balance accretes to face value over the term of the Debentures. Canadian GAAP requires the Debentures
be recorded at a discounted present value, giving effect to the intrinsic value of the convertibility feature.
On the date of issuance, the gross proceeds in the amount of CAD100 million were allocated to the
relative fair values of the Debentures of $57.2 million and the holders’ option to convert the principal
balance into common shares of $28.4 million (the “Conversion Option”). These Debentures were issued
April 25, 2007. The 2009 increase in expense is primarily due to normal accretion impacts due to the use
of the effective interest-rate method of amortizing the discounted present value. The increased expense

13
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

for the year ended December 31, 2008 is primarily due to the Debentures being outstanding for the full
12-month period in 2008.

Interest expense on Debentures for 2009 represents interest charges on the aggregate face value of the
Debentures at the coupon rate of 4.75% per annum. These Debentures were issued April 25, 2007. The
increased expense for 2009 is due to the effects of foreign exchange adjustments. The increased expense
for the year ended December 31, 2008 is primarily due to the Debentures being outstanding for the full
year in 2008, offset slightly by foreign exchange adjustments.

Loss on valuation of assets represents a write-down in the carrying amount of mill-related assets and
associated costs as discussed above under “Çöpler Gold Project”.

Stock based compensation related to grants of stock options and restricted stock units (RSU), amortized
over their respective vesting periods. This is a non-cash charge, with the value of the options being
calculated using the intrinsic value method as determined at the date of grant. The value of RSUs is based
on market value at the date of grant. Expense recognition occurs over the vesting period of outstanding
options and RSUs. Stock-based compensation expense for the year ended December 31, 2009 decreased
primarily due to a decrease in stock option awards in 2009 and the vesting period of options issued in
2008, offset slightly by expense recognition associated with RSUs issued in 2009. Stock-based
compensation expense for the year ended December 31, 2008 increased primarily due to the increase in
options issued during 2007 and 2008. In addition, $157,227 and $266,872 of stock-based compensation
expense was capitalized as a development cost for the years ended December 31, 2009 and 2008,
respectively, compared with $nil in 2007. The value of stock-based compensation expensed and
capitalized is added to the contributed surplus account within shareholders’ equity, resulting in no net
effect on total shareholders’ equity.

Details of the stock options and RSUs granted are as follows:

For the years ended


December 31 December 31 December 31
2009 2008 2007
Number of stock options granted 235,000 3,259,000 1,434,000
Average exercise price of options granted $2.37 $2.58 $5.27
Value of stock based option compensation (based on $310,000 $2,720,000 $3,616,000
Black Scholes option pricing model)

Number of RSUs issued 971,400 - -


Market value at date of grant $2.74 $- $-
Value of stock based RSU compensation (based on $2,661,636 $- $-
market value)

At December 31, 2009, the unvested, unamortized balance associated with stock options granted
amounted to $457,874 (December 31, 2008 – $1,407,512); the unvested, unamortized fair value of RSUs
granted at December 31, 2009 amounted to $2,530,542 (2008 – nil). These balances will be charged to
expense and development property, based on the responsibilities of the associated recipients, as vesting
occurs over a period of up to approximately the next three years. In granting stock options, management
considers the potential future dilutive effect, which is affected by the number of stock options and the
exercise price (the quoted market price of the Corporation’s common shares at the time of grant).

14
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Gain on sale of non-controlling interest relates to the excess of consideration received compared to the
book value of the Corporation’s net identifiable assets included in the sale of the non-controlling interest
in Çöpler as described above under “Çalık Mining Strategic Relationship”.

Use of Proceeds

As of December 31, 2009, the Corporation’s total cash and cash equivalents and short-term investments
balance of $82.7 million resulted primarily from the transactions listed in the table below. Management is
adhering to the stated use of proceeds as noted below.

Closing Date Net Proceeds Use of proceeds


February 12, 2009 $44.4 million Development of the Çöpler Project, working capital
(Public Offering) and general corporate purposes.

November 4, 2009 $49.8 million Development of the Çöpler Project and general
(Public Offering) corporate purposes.

Summary of Quarterly Results (unaudited)

The following table summarizes the Corporation’s net gain (loss) and net gain (loss) per share for each of
the preceding eight quarterly periods ended December 31, 2009.

2009 4Q 2009 3Q 2009 2Q 2009 1Q 2008 4Q 2008 3Q 2008 2Q 2008 1Q


Net gain (loss) (000s) $(9,633) $(2,628) $(13,821) $(5,858) $203 $(4,285) $(5,844) $(3,578)
Net gain (loss) per
share–basic and diluted $(0.08) $(0.02) $(0.12) $(0.06) $0.00 $(0.05) $(0.07) $(0.04)

Generally, the Corporation does not experience the effects of seasonality with regard to expenses or
interest income and revenues included in net loss. During 2007 and 2008, exploration spending was
diminished somewhat during winter months when activities were curtailed. Overall, exploration work in
2009 was substantially less than the two preceding years, but a drilling program was in process at Çöpler
through year end. As such, no significant effects of seasonal conditions were evident during the fourth
quarter of 2009.

During the fourth quarter of 2008, the U.S. Dollar strengthened approximately 15% against the Canadian
dollar, which resulted in a net foreign exchange gain related to CAD-denominated accounts of
approximately $8.7 million. This non-cash gain offset other operating expenses for this quarter. The
impact of foreign exchange activity was not a significant factor during the fourth quarter of 2009.

Liquidity and Capital Resources

The Corporation is a development stage company with no substantial or sustainable sources of income.
Çöpler is scheduled to begin operations during the fourth quarter of 2010, but cash flow will not be
sufficient to meet ongoing corporate expenditures and obligations until at least 2011 when commercial
production is anticipated. Consequently, the Corporation’s working capital as of December 31, 2009 is
the principal source of liquidity to meet existing contractual obligations and anticipated expenditures
necessary to execute the Corporation’s near-term objectives, including completing Çöpler.

15
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

The Corporation’s working capital was:

December 31 December 31
2009 2008
$ $
Current Assets 109,085,604 69,669,015
Current Liabilities (8,282,524) (5,887,939)

Working Capital 100,803,080 63,781,076

Issuing common shares represents the primary source of existing working capital for the Corporation.
During 2009, two public offerings of common shares were completed. On February 12, 2009, the
Corporation completed a public offering of 31,450,000 common shares, which resulted in net proceeds to
the Corporation of approximately $44.4 million. In addition, the Corporation completed a public offering
of 23,000,000 common shares on November 4, 2009. Net proceeds from this most recent public offering
were approximately $49.8 million. Additional changes in the components of working capital are
discussed above under “Overall Performance”. In addition to current working capital, management
anticipates a relatively minor net increase in working capital resulting from initial gold production during
the fourth quarter 2010. With regard to 2010, the amount realized from this source of working capital will
be highly sensitive to gold prices at the time, the date of start-up, and subsequent ramp-up of gold
production.

The Corporation’s contractual obligations as of December 31, 2009 were:

0 -1 year 2 -5 years Thereafter


(in millions)
$ $ $
Construction-related obligations 7,725,854 - -
Debentures 1 - 95,238,095 -
Operating leases 225,240 557,188 154,449
Total contractual obligations 7,951,094 95,795,283 154,449
1
Value disclosed based on December 31, 2009 CAD exchange rate.

Contractual obligations due within one year are expected to be settled from existing working capital and,
to a lesser extent, from start-up cash flows noted above. Other uses of working capital will include the
remaining expenditures necessary to complete Çöpler Phase 1 and other core expenditures during the
development period. Çöpler Phase 1 capital costs were estimated to be $170 million in a technical report
dated December 5, 2008 (the “Technical Report”). Management presently estimates capital and cash costs
will be approximately 15-20% greater than such amounts as presented in the Technical Report based on
management’s current budgets for remaining expenditures reflecting historical expenditures since the
Technical Report was completed. This includes amounts expended through December 31, 2009 and the
construction-related obligations set out in the table above. Management estimates the Corporation’s
proportionate share of estimated remaining development costs and associated property, plant and
equipment will be approximately $80 million. Most of this amount will be incurred prior to initial gold
production; however, some Çöpler Phase 1 development expenditures will continue into 2011. Overall
expenditures for corporate administration, interest payable for the Debentures, and exploration are
expected to remain reasonably consistent with 2009.

16
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Existing working capital and other working capital inflows are estimated to provide sufficient liquidity to
complete construction of Çöpler Phase 1 and meet other core expenditures during the development
period. Estimates of future liquidity and working capital requirements are based on current development
plans and the construction schedule for Çöpler, existing economic conditions, management’s ability to
realize value for current assets during 2010, and potential financial risk management strategies to limit
exposure to substantial volatility for consumables such as fuel and foreign currency exchange rates. These
estimates also assume limited expenditures for exploration and other strategic growth opportunities.

Further cost overruns at Çöpler, construction delays, start-up difficulties, unexpected events, and any
requirements to provide additional working capital may result in greater than anticipated working capital
requirements. Market volatility and continuing weak global economic conditions also represent
significant risks to the Corporation’s liquidity position and ability to secure additional capital resources, if
necessary. Any such adverse events or conditions will require the Corporation to seek additional capital
resources to achieve its objectives of bringing Çöpler into production and growing to become a mid-tier
gold producer. In light of these risks, management continually considers other and additional potential
capital resources.

On December 23, 2009, the Corporation announced cancellation of the $62.5 million project loan facility
agreement dated April 1, 2009 among Çukurdere, as borrower, the Corporation, as the completion
guarantor, certain subsidiaries of the Corporation, as the intermediate holding company guarantors and
Bayerische Hypo-Und Vereinsbank AG, a member of the UniCredit Group, as the arranger, original
lender, facility agent, security agent and security trustee (the “HVB Debt Facility”). The Corporation’s
funding receipts and commitments as a result of its strategic relationship with Çalık Mining and net
proceeds from the November 4, 2009 public offering provided financing in lieu of this credit facility after
consideration for required loan reserves. However, the Corporation may elect to establish a source of
additional capital resources. This includes, but is not limited to, issuance or sale of debt, convertible
debentures, common stock, gold or silver streams, and direct third-party project participation.

Transactions with Related Parties

A director of the Corporation is a partner with a firm that provides legal services to the Corporation. In
connection with an employment agreement, the Corporation purchased the former residence of its current
Chief Executive Officer in June 2008.

The following table summarizes transactions with related parties for the years ended:

December 31 December 31
2009 2008
$ $
Purchase of residence - 1,742,500
Legal services 1,071,394 422,047

1,071,394 2,164,547

17
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Critical Accounting Estimates

Preparing financial statements in conformity with Canadian GAAP requires the Corporation to select
from possible alternative accounting principles. Estimates also affect classification and reported amounts
for various assets, liabilities, equity balances, revenues and expenses. Prior estimates are revised as new
information is obtained and are subject to change in future periods. Management believes the accounting
policies and estimates used in preparing the consolidated financial statements are considered appropriate
in the circumstances, but are subject to numerous judgments and uncertainties inherent in the financial
reporting process.

Issuances and grants of stock options are valued using the fair value method. Management uses the Black-
Scholes valuation model to estimate fair value of stock options determined at grant date. Grants of stock
options result in non-cash charges to expense or development property and a corresponding credit to
contributed capital. Charges associated with granted stock options are recorded over the vesting period.
Significant assumptions affecting valuation of stock options include the trading value of the Corporation’s
stock at the date of grant, the exercise price, the term allowed for exercise, a volatility factor relating to
the Corporation’s historical stock price, dividend yield and the risk-free interest rate.

Long-lived assets are recorded at cost. If it is determined that the carrying values cannot be recovered, the
asset is written down to fair value. Recoverability and fair value assessments are dependent upon
assumptions and judgements regarding estimated total capital requirements, future commodity prices,
estimated costs of production and economically recoverable mineral reserves and resources. A material
change in assumptions may significantly impact the impairment of these assets. As described above under
“Results of Operations”, certain long-lived assets were reclassified to assets held for sale and were
written down to fair value as of December 31, 2009. No such write-downs were required during the years
ended December 31, 2008 and 2007.

The Corporation is required to determine the expected value of the estimated costs of asset retirement
obligations and to recognize this value as a liability when reasonably determinable. This valuation is
added to the cost of the relevant mineral property on the consolidated balance sheets, and amortized as an
expense in the consolidated statements of operations once the mineral property is placed into production.
Asset retirement costs include future removal and site restoration. Key assumptions in determining the
amount of liability are total undiscounted cash outflows, expected timing of payment of the cash outflows
and appropriate discount rates to apply to the timing of cash outflows. During the year ended December
31, 2009, the Corporation recorded an asset retirement obligation of $341,620. Additional obligations are
expected to be accrued in future periods as development and operations continue at Çöpler.

Changes in Accounting Policies including Initial Adoption

Effective January 1, 2009, the Corporation adopted the Canadian Institute of Chartered Accountants
("CICA”) Handbook Section 3064, Goodwill and intangible assets. This section establishes revised
standards for recognition, measurement, presentation and disclosure of goodwill and intangible assets.
Concurrent with the introduction of this standard, the CICA withdrew EIC 27, Revenues and expenses
during the pre-operating period. The implementation of this standard did not impact the Corporation’s
consolidated financial statements.

On January 20, 2009, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-173, Credit risk
and the fair value of financial assets and liabilities. This abstract requires companies to take both

18
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

counterparty credit risk into account when measuring the fair value of financial assets and liabilities,
including derivatives. This guidance was adopted by the Corporation effective January 1, 2009 and did
not impact the Corporation’s consolidated financial statements.

On March 27, 2009, the Emerging Issues Committee of the CICA issued EIC-174, Mining exploration
costs, which provides guidance on capitalization of exploration costs related to mining properties in
particular and on impairment of long-lived assets in general. This guidance was adopted by the
Corporation effective January 1, 2009 and did not impact the Corporation's consolidated financial
statements.

In 2009, Section 3862, Financial Instruments – Disclosures, was amended to require disclosures about the
inputs to fair value measurements, including their classification within a hierarchy that prioritizes the
inputs to fair value measurement. The amendments introduce a three-level fair value disclosure hierarchy
that distinguishes fair value measurements by the significance of the inputs used. In addition, the
amendments require enhanced disclosures regarding the nature and extent of liquidity risk arising from
financial instruments to which an entity is exposed. Comparative information is not required in the year of
adoption. This guidance was adopted by the Corporation as of December 31, 2009 and did not have any
significant impacts on the Corporation’s consolidated financial statements.

Prospective Period Changes

In October 2008, the CICA issued Section 1582, Business combinations, which replaces section 1581,
Business combinations, and establishes standards for the accounting for a business combination. It
provides the Canadian equivalent to International Financial Reporting Standard IFRS 3, Business
combinations. This section applies to business combinations for which the acquisition date is on or after
January 1, 2011 and as such, the Corporation cannot currently assess the impact of this section prior to
implementation.

In October 2008, the CICA issued Section 1601, Consolidated financial statements and Section 1602,
Non-controlling interests which together replace 1600, Consolidated financial statements. Section 1601
establishes standards for the preparation of consolidated financial statements. Section 1602 establishes
standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements
subsequent to a business combination. It is equivalent to the corresponding provisions of International
Financial Reporting Standard IAS 27, Consolidated and Separate Financial Statements. These sections
apply to financial statements relating to fiscal years beginning on or after January 1, 2011 and the
Corporation is in the process of evaluating the requirements for these new standards.

In February 2008, the CICA announced that Canadian GAAP for publicly accountable enterprises will be
replaced by International Financial Reporting Standards (“IFRS”) for interim and annual financial
statements for fiscal years beginning on or after January 1, 2011. The standard also requires that
comparative figures for 2010 be based on IFRS. The conversion to IFRS from Canadian GAAP may
materially affect the Corporation’s reported financial position and results of operations and will affect the
Corporation’s accounting policies, information technology and data systems, internal control over
financial reporting, and disclosure controls and procedures. The transition may also affect business
activities such as foreign currency, certain contractual arrangements, capital requirements and
compensation arrangements. The Corporation’s conversion plan consists of three primary stages including
initial diagnostics/project setup, component evaluation/issue identification, and implementation. Periodic
meetings are held with the Audit Committee to report progress and findings. The diagnostics/project setup

19
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

stage has been completed and included initial project setup and a high level analysis of the differences
between Canadian GAAP and IFRS that may be significant to the Corporation’s reported financial
position and results of operations. Preliminary component evaluations have also been completed and a
detailed assessment of the effect of the transition to IFRS on financial reporting, systems and business
activities will be completed in the second quarter of 2010. The Corporation has not yet identified any
areas that will have a material effect on the Corporation’s financial position and results of operations. As
a development stage enterprise, operations have not yet been initiated and the development of business,
reporting and system processes is continuing as Çöpler development progresses and personnel are added.
Therefore, process design, implementation and training are expected to be ongoing through the third
quarter of 2010 and will incorporate internal controls, processes and procedures needed to support
preparation and maintenance of IFRS compliant financial data. The Corporation is also assessing the
available elections under IFRS to determine the effect of each election to the Corporation. This
assessment is expected to be complete in the second quarter of 2010. The Corporation believes the plan is
sufficiently advanced and adequate resources are in place to ensure an efficient and effective transition.

Disclosure Controls and Procedures and Internal Control over Financial Reporting

Management is responsible for the design and effectiveness of disclosure controls and procedures
(“DC&P”) and the design of internal control over financial reporting (“ICFR”) to provide reasonable
assurance that material information related to the Corporation, including its consolidated subsidiaries, is
made known to the Corporation’s certifying officers. The Corporation’s Chief Executive Officer and
Chief Financial Officer have each evaluated the design and effectiveness of the Corporation’s DC&P as
of December 31, 2008 and have concluded that these controls and procedures are effective in providing
reasonable assurance that material information relating to the Corporation is made known to them by
others within the Corporation. The Corporation’s Chief Executive Officer and Chief Financial Officer
have used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework
to evaluate the design and effectiveness of the Corporation’s ICFR as of December 31, 2009 and have
concluded that these controls and procedures are effective in providing reasonable assurance that financial
information is recorded, processed, summarized and reported in a timely manner.

Management of the Corporation was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. The result of the inherent limitations in all control
systems means no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, have been detected. During the year ended December 31, 2009 there were no
changes in the Corporation's DC&P or ICFR that materially affected, or are reasonably likely to
materially affect, the Corporation's internal control over financial reporting.

In connection with the implementation of IFRS, as discussed above, as the review of accounting policies
is completed, appropriate changes to ensure the integrity of internal control over financial reporting and
disclosure controls and procedures will be made. However, specific changes have not yet been identified
and implemented.

Financial Instruments and Other Instruments

The Corporation’s financial instruments as of December 31, 2009 consist of cash and cash equivalents,
short term investments, prepayments and receivables, gold put options, investments in third-party
optionees, accounts payable and accrued liabilities and the liability portion of the Debentures. The
Corporation’s financial instruments are denominated primarily in USD. Significant CAD denominated

20
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

financial instruments include certain cash and cash equivalents and the Debentures. TRY denominated
financial instruments include certain cash and cash equivalents. As of December 31, 2009, the
Corporation’s financial instruments are presented at fair value, except for the Debentures which were
recorded at fair value of the liability component at the time of issuance and adjusted each period as the
value is accreted over the term of the Debentures.

Credit Risk is primarily attributable to short-term investments included in cash and cash equivalents.
Credit risk associated with short-term investments is managed by purchasing short-term investment grade
securities, such as bankers’ acceptances, guaranteed investment contracts, corporate commercial paper,
U.S. and Canadian treasury bills, and U.S. and Canadian agencies investments in accordance with the
Corporation’s Investment Policy. Investment objectives are primarily directed towards preservation of
capital and liquidity. The Investment Policy provides limitations on concentrations of credit risk, credit
quality and the duration of investments. The Corporation has an additional concentration of credit risk
associated with the subscription receivable from Çalik Mining, which is classified as “Receivable from
sale of non-controlling interest” in the Corporation’s consolidated balance sheet as of December 31, 2009.
Management monitors its exposure to credit risk on a continual basis.

Liquidity risk is associated with the Corporation’s sufficiency of capital resources to meet liabilities when
due. The Corporation maintains sufficient cash and cash equivalents in order to meet short-term business
requirements. The Corporation’s ability to settle long-term liabilities when due is dependent upon future
liquidity from capital sources or positive cash flows from commercial operations. Refer to “Liquidity and
Capital Resources” for discussion of management’s strategy to manage liquidity requirements.

Interest rate risk is generally associated with variable rate financial instruments and available market
interest rates at the time financial instruments are acquired. The Corporation also holds a portion of cash
and cash equivalents in bank accounts that earn variable interest rates. Short-term investments are
purchased at market interest rates and result in fixed yields to maturity. Therefore, interest rate risk is
generally limited to situations requiring an early-sale of a short-term investment and the market rates
available at the time investments are purchased. The Debentures bear a fixed interest rate of 4.75% and
are not subject to significant interest rate risk.

Foreign currency risk is generally associated with financial instruments and transactions denominated in
non-USD currencies. The Corporation is exposed to financial gain or loss as a result of foreign exchange
movements against the U.S. dollar. The Corporation does not presently engage in hedging or speculative
activities. The Corporation holds USD and CAD in sufficient amounts to meet its estimated expenditures
requirements for these currencies. Although the Corporation held approximately $9.7 million
denominated in TRY as of December 31, 2009, further conversion of USD or CAD will be required to
meet anticipated future expenditures to be payable in TRY. Therefore, the Corporation remains exposed
to future currency fluctuations.

Risk Factors

Risk factors that may adversely affect or prevent Anatolia from carrying out all or portions of its business
strategy are discussed in the Corporation’s Annual Information Form dated March 19, 2010 for the year
ended December 31, 2009, available on SEDAR at www.sedar.com.

21
Anatolia Minerals Development Limited
Management Discussion and Analysis
For The Year Ended December 31, 2009
(All amounts are expressed in United States dollars, unless otherwise stated)

Outstanding Share Data

The following common shares and convertible securities were outstanding at March 19, 2010. A total of
64,433 additional common shares were issued upon exercise of 64,433 options and the termination of
8,900 options during the period from December 31, 2009 through March 19, 2010. A total of -0- options
and -0- RSUs were granted and 61,587 options and 55,000 RSUs were cancelled during the period from
December 31, 2009 through March 19, 2010.

Common
Security Shares on
Security Expiry Date Exercise Price Outstanding Exercise

Common Shares 138,098,865


Convertible Debentures April 30, 2012 CAD$8.00 12,500,000

Restricted Stock Units December 17, 2012 N/A 916,400 916,400

Options August 15, 2010 $0.21 50,000 50,000


Options April 18, 2010 CAD$1.22 200,000 200,000
Options December 16, 2010 CAD$1.81 361,670 361,670
Options December 8, 2013 CAD$2.00 1,945,500 1,945,500
Options July 24, 2013 CAD$2.45 168,000 168,000
Options June 19, 2014 CAD$2.90 150,000 150,000
Options March 15, 2011 CAD$3.34 7,500 7,500
Options May 31, 2011 CAD$3.70 235,000 235,000
Options March 6, 2013 CAD$3.73 18,000 18,000
Options December 18, 2011 CAD$4.25 440,257 440,257
Options December 4, 2012 CAD$4.50 36,000 36,000
Options February 20, 2013 CAD$4.65 1,000,000 1,000,000
Options December 26, 2012 CAD$4.97 252,000 252,000
Options December 17, 2012 CAD$5.10 350,000 350,000
Options January 25, 2012 CAD$5.20 150,000 150,000
Options March 22, 2012 CAD$5.67 150,000 150,000
Options May 31, 2012 CAD$5.89 50,000 50,000
Options October 19, 2012 CAD$6.18 75,000 75,000
Options October 16, 2012 CAD$6.44 150,000 150,000
Sub-total 5,788,927
157,304,192

22
Anatolia Minerals Development Limited
(A development stage company)

Consolidated Financial Statements


December 31, 2009 and 2008
(expressed in U.S. dollars)
Management’s Responsibility for Financial Reporting

The consolidated financial statements and other information in management’s discussion and analysis
were prepared by the management of Anatolia Minerals Development Limited, reviewed by the Audit
Committee of the Board of Directors and approved by the Board of Directors.

Management is responsible for preparation of the consolidated financial statements, and believes that they
fairly represent the Company’s financial position and the results of its operations in accordance with
Canadian generally accepted accounting principles. Management has included amounts in the Company’s
consolidated financial statements based on estimates, judgments and policies that it believes reasonable in
the circumstances.

To discharge its responsibilities for financial reporting and for the safeguarding of assets, management
believes that it has established appropriate systems of internal accounting control which provide
reasonable assurance, at appropriate cost, that the assets are maintained and accounted for in accordance
with its policies and that transactions are recorded accurately in the Company’s books and records.

The Board of Directors, through its Audit Committee, is responsible for ensuring that management fulfils
its responsibilities for financial reporting and internal control. The Audit Committee is composed of three
directors. This Committee meets periodically with management and the external auditors to review
accounting, auditing, internal control and financial reporting matters.

The Consolidated financial statements have been audited by PricewaterhouseCoopers LLP, Chartered
Accountants, who were appointed by the shareholders. The auditors’ report outlines the scope of their
examination and their opinion on the consolidated financial statements.

(Signed) (Signed)
Edward C. Dowling Douglas L. Tobler
President and Chief Executive Officer Chief Financial Officer

March 19, 2010


Auditors’ Report
To the Shareholders of Anatolia Minerals Development Limited.

We have audited the consolidated balance sheets of Anatolia Minerals Development Limited as at
December 31, 2009 and 2008 and the consolidated statements of operations and deficit, cash flows and
changes in shareholders’ equity and comprehensive loss for the years then ended. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2009 and 2008 and the results of its operations, its cash flows
and changes in shareholders’ equity and comprehensive loss for the years then ended in accordance with
Canadian generally accepted accounting principles.

/signed/ PricewaterhouseCoopers LLP


Chartered Accountants
Licensed Public Accountants
Toronto, Ontario, Canada
March 19, 2010
Anatolia Minerals Development Limited
(A development stage company)
Consolidated Balance Sheets
As at December 31, 2009 and 2008
(expressed in U.S. dollars)

December 31 December 31
2009 2008
$ $
Assets
Current assets
Cash and cash equivalents 78,303,210 59,047,541
Short term investments 4,398,196 4,488,245
Prepaid expenses and sundry assets (note 3) 9,802,076 6,018,943
Receivable from sale of non-controlling interest (note 8) 11,182,529 -
Derivative instrument assets (note 16) 306,740 -
Exploration expenditures receivable 137,522 114,286
Assets held for sale (note 4) 4,955,331 -
109,085,604 69,669,015
Development property (note 4) 111,397,612 72,119,665
Property, plant and equipment (note 5) 5,957,489 1,605,945
Contract advances and other assets 7,085,352 1,711,208
233,526,057 145,105,833
Liabilities
Current liabilities
Accounts payable and accrued liabilities 7,240,904 4,950,159
Interest payable (note 6) 754,606 647,815
Withholding and other taxes payable 287,014 289,965
8,282,524 5,887,939
Provision for employment termination benefits (note 9) 221,508 122,058
Convertible debentures (note 6) 76,340,582 60,071,976
Asset retirement obligations (note 10) 341,620 -
85,186,234 66,081,973

Non-controlling interest (note 8) 5,499,838 -

Shareholders’ Equity
Share capital (note 11b) 210,436,245 115,673,271
Equity component of convertible debenture (note 6) 28,356,407 28,356,407
Contributed surplus (note 11b) 8,740,001 7,815,502
Accumulated other comprehensive income (110,290) (180,509)
Deficit (104,582,378) (72,640,811)
142,839,985 79,023,860
233,526,057 145,105,833
Commitments and contingencies (note 14)

Approved by the Board of Directors

__s/___________________________________Director __s/_____________________________Director
Timothy J. Haddon Richard P. Graff

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

1
Anatolia Minerals Development Limited
(A development stage company)
Consolidated Statements of Operations and Deficit
For the years ended December 31, 2009 and 2008
(expressed in U.S. dollars)

From
May 27, 1996
(inception) to
December 31
2009 2008 2009
$ $ $
Expenses
Corporate administration 10,438,884 8,466,381 34,237,783
Exploration and evaluation expenses 2,047,872 8,015,947 74,937,448
Exploration costs reimbursable from third-party
optionees (164,909) (1,539,782) (30,379,964)
Foreign exchange loss (gain) 7,475,361 (10,863,269) 1,963,886
Interest expense on convertible debentures (note 6) 4,192,149 4,466,659 11,822,285
Interest accretion on convertible debentures (note 6) 5,930,762 5,388,686 14,678,487
Amortization of property, plant and equipment 213,368 220,942 666,979
Shares issued under share bonus plan (note 11f) - - 244,109
Impairment of long-lived assets (note 4) 7,031,534 - 7,031,534
Stock-based employee compensation costs (note 11c
and 11d) 1,078,505 2,693,525 8,628,911
38,243,526 16,849,089 123,831,458

Other revenue
Gain on sale of non-controlling interest (note 8) 4,903,696 - 4,903,696
Interest income and other 1,110,637 3,344,471 14,070,331
Loss for the period before non-controlling interest (32,229,193) (13,504,618) (104,857,431)

Non-controlling interest (note 8) 287,626 - 287,626

Net loss for the period (31,941,567) (13,504,618) (104,569,805)

Deficit on business combination - - (12,573)

Deficit - Beginning of year or period from inception (72,640,811) (59,136,193) -


Deficit - End of year or period from inception (104,582,378) (72,640,811) (104,582,378)

Basic and diluted loss per share (note 18) (0.28) (0.16)

Weighted average shares outstanding (note 18) 114,641,077 83,133,520

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

2
Anatolia Minerals Development Limited
(A development stage company)
Consolidated Statements of Cash Flows
For the years ended December 31, 2009 and 2008

(expressed in U.S. dollars)

May 27, 1996


(inception) to
December 31
2009 2008 2009
$ $ $
Cash provided by (used in)
Operating activities
Net Loss for the period (31,941,567) (13,504,618) (104,582,378)
Non-cash items
Amortization of property, plant and equipment 213,368 220,942 1,493,802
Interest accretion on convertible debentures 5,930,762 5,388,686 14,678,487
Unrealized foreign exchange (gain) loss 7,696,899 (10,863,269) 1,601,685
Provision for employment termination benefits (note 9) 99,450 (4,715) 221,508
Unrealized loss on derivative financial instruments 556,910 - 556,910
Realized loss on derivative financial instruments 327,200 - 327,200
Unrealized loss on asset valuation (note 4) 6,603,273 - 6,603,273
Gain on sale of non-controlling interest (note 8) (4,903,696) (4,903,696)
Non-controlling interest (note 8) (287,626) - (287,626)
Stock-based employee compensation costs (note 11c) 1,078,505 2,693,525 8,873,020
Stock issued to acquire interest in Çöpler - - 7,640,000
Net change in non-cash working capital (note 17) (6,072,286) (4,048,086) (6,851,576)
(20,698,808) (20,117,535) (74,629,391)

Investing activities
Short term investments, net 90,049 13,565,241 (4,398,196)
Property, plant and equipment (2,211,988) (835,775) (8,786,492)
Development property (48,030,126) (50,001,264) (115,660,794)
Contract advances and other, net (5,303,925) (639,114) (7,195,642)
(Funding)/release of restricted cash account - 4,855,633 -
Sale of non-controlling interest (note 8) (491,369) - (491,369)
Derivative financial instruments, net (note 16a) (1,190,850) - (1,190,850)
(57,138,209) (33,055,279) (137,723,343)

Financing activities
Warrants exercised - - 20,002,772
Options exercised (note 11c) 321,889 22,573 2,245,311
Shares and units issued 94,129,852 - 182,003,616
Convertible debentures issued (note 6) - - 85,605,664
Preferred share redemption - - (2,000,000)
Deficit on business combination - - (12,573)
94,451,741 22,573 287,844,790
Increase (decrease) in cash and cash equivalents 16,614,724 (53,150,241) 75,492,056
Cash and cash equivalents - Beginning balance 59,047,541 115,659,788 -
Effect of exchange rates on changes on cash held
in foreign currencies 2,640,945 (3,462,006) 2,811,154
Cash and cash equivalents – Ending balance 78,303,210 59,047,541 78,303,210

Supplemental cash flow information (note 17)

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

3
Anatolia Minerals Development Limited
(A development stage company)
Consolidated Statement of Changes in Shareholders’ Equity and Comprehensive Loss
For the years ended December 31, 2009 and 2008
(expressed in U.S. dollars)

December 31 December 31
2009 2008
$ $

Share Capital
Balance at beginning of period 115,673,271 115,635,948
Shares Issued 94,762,974 37,323
Balance at end of period 210,436,245 115,673,271

Equity Component Of Convertible Debentures


Balance at beginning of period 28,356,407 28,356,407
Convertible debentures issued - -
Balance at end of period 28,356,407 28,356,407

Contributed Surplus
Balance at beginning of period 7,815,502 4,869,855
Shares issued, warrant and option exercise (311,223) (14,750)
Amortization of options granted 1,235,732 2,960,397
Balance at end of period 8,740,001 7,815,502
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of period (180,509) 259,875
Net change in unrealized gains on available-for-sale securities 70,219 (440,384)
Balance at end of period (110,290) (180,509)

Deficit
Balance at beginning of period (72,640,811) (59,136,193)
Loss for the period (31,941,567) (13,504,618)
Balance at end of period (104,582,378) (72,640,811)

Total Shareholders’ Equity 142,839,985 79,023,860

Comprehensive Loss
Loss for the period (31,941,567) (13,504,618)
Other comprehensive income
Net change in unrealized gains on available-for-sale securities 70,219 (440,384)
Total comprehensive loss (31,871,348) (13,945,002)

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

4
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

1. Nature of operations
Anatolia Minerals Development Limited (the “Company”) operates in one operating segment consisting of
development of and exploration for mineral deposits in Turkey. Gold and copper prospects are the principal
interests of the Company. As a development stage company, the Company’s income is limited to interest
income and other incidental income. The Company continues to be dependent upon its ability to finance its
development and exploration programs through financing activities that may include issuances of additional
equity and debt instruments, or direct participation by third parties in various properties. The underlying value
of the mineral properties is dependent upon the existence and economic recovery of reserves, confirmation of
the Company’s interest in the underlying mineral claims, the ability to raise long-term financing to complete
the development of the properties and upon future profitable production or, alternatively upon the Company’s
ability to dispose of its interest on an advantageous basis, all of which are uncertain.

The Company is developing the Çöpler Gold Project (“Çöpler”). Construction activities at Çöpler commenced
in September 2009. Development costs associated with Çöpler are capitalized as ‘Development property’.

In August 2009, the Company formalized a strategic relationship with Çalık Maden İşletmeleri A.Ş. (“Çalık
Mining”), a subsidiary of Çalık Holding A. Ş. Under this agreement, Çalık Mining acquired 5% of Çöpler and
holds an option through December 31, 2011 to acquire up to an additional 15% interest. This strategic
relationship is more fully described below under Note 8 – Non-controlling interest.

In connection with its development and exploration activities, the Company maintains business and project
offices in Turkey to support the Company’s Turkish business operations. This includes an exploration group,
which evaluates numerous prospects of the Company and, in certain instances, assists various third parties with
exploration prospects subject to option agreements. As of December 31, 2009, five additional properties were
subject to potential earn-in by other optionees. None of the optionees have completed earn-in to the respective
properties. All other exploration is done at the Company’s expense for its sole benefit.

2. Summary of significant accounting policies

Basis of presentation and principles of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries prepared in
accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) and presented in
United States (“U.S.”) dollars.

All material inter-company balances and transactions have been eliminated, and certain of the prior year’s
comparative numbers have been reclassified to reflect current year’s financial statement presentation.

Translation of foreign currencies

Foreign currency transactions are translated into U.S. dollars at the rates prevailing on the dates of the
transactions, as the Company’s business is transacted primarily in U.S. dollars.

5
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

The operations of the Company’s subsidiaries are determined to be of an integrated nature. Accordingly,
monetary items are translated at the rates of exchange at the consolidated balance sheet dates and non-monetary
items are translated at historical exchange rates. Revenue and expense items are translated at the average
exchange rates during the applicable accounting periods, except for expenses related to assets and liabilities,
which are translated at historical cost. Translation gains or losses are included in the consolidated statements of
operations and deficit.

Cash and cash equivalents

Cash and cash equivalents are comprised of cash, short term investments and money market funds with original
maturity dates of 90 days or less.

Short term investments

Short-term investments consist of highly liquid marketable securities with maturities of more than 90 days, but
not longer than 12 months, from date of purchase. Short-term investments consist of US and Canadian
government treasury bills and agency notes.

Property, plant and equipment

Property, plant and equipment are recorded at cost, less accumulated amortization. These assets are amortized
on a straight-line basis over their estimated useful lives of generally three to ten years.

Exploration and development costs

Exploration and evaluation costs are expensed as incurred. Following completion of a feasibility study and
Board approval of a commercial production decision, costs incurred to develop the property are capitalized as
development property until assets are ready for their intended use. These assets are not subject to depreciation
until placed in service. The Company reviews the carrying amount of development properties when events or
changes in circumstances suggest that the carrying amount may not be recoverable. These events and changes
in circumstances include:

• the development of the property is determined to not be economically viable;


• ownership rights or other key requirements cannot be met;
• sufficient funding is not expected to be available to complete the development;
• a determination that the estimated future cash flows, on an undiscounted basis, of a property are less
than the carrying value of the property; and
• other indications that development of the property is not viable exist.

When the carrying value of a development property is determined to be no longer recoverable, it is written
down to its estimated fair value.

Derivative financial instruments

The Company entered into gold put options to reduce the potential impact of changing metal prices as required
under a former lending agreement. These instruments are marked to market at the end of each period and

6
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

recorded as a gain or loss on the Consolidated Statements of Operations and Deficits. The Company does not
apply hedge accounting to its derivative transactions. Additional information concerning these gold put options
is disclosed in note 16a – Financial risk factors, credit risk.

Equity Investments

The Company holds minor investments in two unaffiliated publicly traded exploration companies. These Equity
Investments are recorded at fair market value and are subject to an impairment assessment for declines in value
that are deemed other than temporary.

Employment termination benefits

A liability for employment termination benefits, as required by Turkish labour law, is recognized as earned by
employees. The total provision represents the estimated present value of the future probable obligation of the
Company arising from the retirement/termination of the employees as at the consolidated balance sheet dates.

Asset retirement obligations

The Company’s asset retirement obligation (“ARO”) relates to required mine reclamation and closure activities.
An ARO is recognized initially at discounted present value with a corresponding increase in related assets. The
ARO is accreted to estimated full cost over time through periodic accretion charges recorded to operations
using the Company’s credit adjusted risk-free rate. In subsequent periods, the Company will adjust the carrying
amounts of the ARO and the related asset for changes in estimates of the amount or timing of underlying future
cash flows.

Income taxes

The provision for future income taxes is based on the liability method. Future income taxes arise from the
recognition of the tax consequences of temporary differences by applying substantially enacted statutory
income tax rates applicable to future years to differences between the financial statements’ carrying amounts
and the income tax bases of certain assets and liabilities. The Company records a valuation allowance against
any portion of those future income tax assets if it is not more likely than not to be realized.

Stock-based compensation and other stock-based payments

The Company applies the fair value method of accounting to grants of stock options and awards of common
shares to employees and others. Common shares are valued at the quoted market value of the Company’s
common shares on the date of award. The fair value of the options granted is calculated using an option pricing
model that takes into account the exercise price, expected life of the option, expected volatility of the
underlying shares, expected dividend yield, and the risk free interest rate for the term of the option. The
resulting value of options and common shares is charged to expense or capitalized to development property
over the vesting period (for options) or on the date of grant and award (for common shares).

The fair value of restricted stock units and deferred share units is based on the market value of the underlying
stock at the date of grant. The fair value of the deferred share units is revalued based on the market value at the
balance sheet date.

7
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

Loss per share

Basic loss per share is computed by dividing the loss for the year by the weighted average number of common
shares outstanding during the year which are included when the conditions necessary for issuance have been
met. Diluted loss per share, unless anti-dilutive, is calculated in a manner similar to basic loss per share, except
that the weighted average number of shares outstanding is increased to include potential common shares from
the assumed exercise of options and warrants. The number of additional shares included in the calculation is
based on the treasury stock method for options and warrants.

Use of estimates

Financial statement preparation in conformity with Canadian GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results may differ from management’s estimates. Significant areas
where management's judgement is applied include the carrying value of assets, future income tax assets and
liabilities and related valuation reserves, and stock-based employee compensation. These estimates are
reviewed at least annually, and changes in estimates are reported in earnings in the period in which they
become known.

Changes in accounting policies

Effective January 1, 2009, the Company adopted the following standards of the Canadian Institute of Chartered
Accountants' ("CICA”) Handbook:

a) Effective January 1, 2009, the Company adopted CICA Handbook Section 3064, Goodwill and
intangible assets. This section establishes revised standards for recognition, measurement,
presentation and disclosure of goodwill and intangible assets. Concurrent with the introduction of this
standard, the CICA withdrew EIC 27, Revenues and expenses during the pre-operating period. The
implementation of this standard did not impact the Company's consolidated financial statements.

b) On January 20, 2009, the Emerging Issues Committee (“EIC”) of the CICA issued EIC-173, Credit
risk and the fair value of financial assets and liabilities. This abstract requires companies to take both
counterparty credit risk into account when measuring the fair value of financial assets and liabilities,
including derivatives. This guidance was adopted by the Company effective January 1, 2009 and did
not impact the Company's consolidated financial statements.

c) On March 27, 2009, the EIC issued EIC-174, Mining exploration costs, which provides guidance on
capitalization of exploration costs related to mining properties in particular, and on impairment of
long-lived assets in general. This guidance was adopted by the Company effective January 1, 2009 and
did not impact the Company's consolidated financial statements.

d) During 2009, Section 3862, Financial Instruments – Disclosures, was amended to require disclosures
about the inputs to fair value measurements, including their classification within a hierarchy that
prioritizes the inputs to fair value measurement. The amendments introduce a three-level fair value
disclosure hierarchy that distinguishes fair value measurements by the significance of the inputs used.

8
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

In addition, the amendments require enhanced disclosures regarding the nature and extent of liquidity
risk arising from financial instruments to which an entity is exposed. Comparative information is not
required in the year of adoption. The impact of these amendments is disclosed in Note 15e) to these
financial statements.

Recent accounting pronouncements

The CICA has issued the following standards which may affect the financial position, results of operations and
disclosures of the Company for interim and annual periods beginning on or after January 1, 2011:

a) Section 1582, Business combinations, replaces section 1581, Business combinations, and establishes
standards for the accounting for a business combination. It provides the Canadian equivalent to
International Financial Reporting Standard IFRS 3, Business combinations. This section applies to
financial statements relating to fiscal years beginning on or after January 1, 2011. The Company will
assess the impact of this section prior to implementation.

b) Section 1601, Consolidated financial statements and Section 1602, Non-controlling interests together
replace Section 1600, Consolidated financial statements. Section 1601 establishes standards for the
preparation of consolidated financial statements. Section 1602 establishes standards for accounting for a
non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business
combination. It is equivalent to the corresponding provisions of International Financial Reporting
Standard IAS 27, Consolidated and Separate Financial Statements. These sections apply to financial
statements relating to fiscal years beginning on or after January 1, 2011. The Company will assess the
impact of these sections prior to implementation.

Accounting standards in Canada are to converge with International Financial Reporting Standards (IFRS).
The Company is required to begin reporting under IFRS by the first quarter of 2011 with comparative data
also reported under IFRS. The Company is assessing the impact on accounting policies, data systems,
internal controls over financial reporting, and business activities, such as financing and compensation
arrangements during the period leading up to the transition date.

3. Prepaid expenses and sundry assets


Details of prepaid expenses and sundry assets are as follows for the years ended December 31:

2009 2008
$ $

Value added tax recoverable 5,826,237 2,349,283


Ore stockpiles 58,076 -
Prepaid expenses 1,838,228 1,658,658
Current portion contract advances 1,605,842 800,000
Other 473,693 1,211,002
9,802,076 6,018,943

9
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

4. Development property
Development property consists of costs incurred for development of Çöpler. The Çöpler mining area is located
in the eastern part of central Turkey and consists of a single operational license held by the Company’s indirect
subsidiary, Çukurdere Madencilik Sanayi Ve Ticaret Anonim Şirketi (“Çukurdere”). During the year ended
December 31, 2009, the Company sold a 5% interest in Çukurdere as described in Note 8 – Non-controlling
interest.

The Company’s development plan contemplated expanding oxide production by adding a 5,000 tonne per day
mill to improve recovery rates from higher grade oxide ores subsequent to initial development and commercial
operations. Evaluations completed indicated the incremental economic benefit to add a mill of this capacity did
not justify the additional capital investment. As a result, management recorded a loss of $7.0 million during the
year ended December 31, 2009 on engineering costs and other mill-related assets previously acquired, with the
estimated fair market value of remaining equipment currently being carried as “assets held for sale”.

5. Property, plant and equipment


The details of property, plant and equipment are as follows for the years ended December 31:

2009
Accumulated
Cost Amortization Net
$ $ $
Land and buildings 3,481,268 44,332 3,436,936
Machinery and equipment 1,654,076 475,352 1,178,724
Motor vehicles 852,309 609,694 242,615
Furniture and fixtures 1,462,038 628,524 833,514
Software and licenses 760,637 617,654 142,983
Other plant and equipment 203,647 80,930 122,717
8,413,975 2,456,486 5,957,489

2008
Accumulated
Cost Amortization Net
$ $ $
Land and buildings 6,592 - 6,592
Machinery and equipment 717,651 289,928 427,723
Motor vehicles 852,309 456,409 395,900
Furniture and fixtures 905,900 503,035 402,865
Software and licenses 668,754 404,574 264,180
Other plant and equipment 155,684 46,999 108,685

3,306,890 1,700,945 1,605,945

10
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

6. Convertible debentures
On April 25, 2007, the Company closed a Cdn$100 million convertible debenture (the “Debentures”) offering.
The Debentures are senior, unsecured obligations of Anatolia, carry a coupon of 4.75% per annum payable
semi-annually and have a maturity date of April 30, 2012. The Debentures are convertible, at the option of the
holder, at any time prior to maturity into common shares of the Company at a price of Cdn$8.00 per common
share (a total of 12.5 million shares). The Debentures are accounted for as a compound financial instrument.
After deducting transaction costs, net offering proceeds totalled $85.6 million and were allocated to the relative
fair values of the Debentures, totalling $57.2 million, and the holders’ option to convert the principal balance
into common shares (the “Conversion Option”), totalling $28.4 million. The estimated fair value of the debt
component is classified as a liability, and is accreted to their face value of Cdn$100 million through a periodic
charge to accretion expense. A corresponding credit is recorded to the liability component over the five-year
term. This accretion is based on the effective interest method. Interest expense for the years ended December
31, 2009 totalled $4,192,149 (2008 - $4,466,659) and accrued interest totalled $754,606 (2008 - $647,815).
The convertible debenture balance is comprised of the following:

As at
December 31 December 31
2009 2008
$ $

Convertible Debentures, beginning of period 60,071,976 69,008,565


Changes for the period:
Accretion 5,930,762 5,388,686
Foreign exchange loss (gain) 10,337,844 (14,325,275)
Convertible debentures, end of period 76,340,582 60,071,976

Quoted fair market value, end of period 81,975,200 36,414,350

The amount allocated to the Conversion Option is classified as a separate component within shareholders’
equity. The fair value of the Conversion Option was determined using the Black-Scholes option pricing model
assuming no expected dividends, a volatility of the Company’s share price of 59%, a risk-free interest rate of
4.1%, and an expected life of five years.

7. Exploration option agreements


As of December 31, 2009, the Company has certain option agreements with exploration companies
(“optionees”). To complete earn in, the agreements generally require the optionees to make periodic payments
to the Company, fund exploration costs to specified amounts and produce a pre-feasibility study within either
five or six years from the agreement date. The following is an overview of the Company’s property option
agreements:

11
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

Property Primary Mineralization Optionee Earn-In %


Yenipazar Au / Ag / Cu / Pb / Zn Aldridge Minerals 100% 1
Ikiztepe/Sarp Cu / Mo / Au Valhalla Resources 65%
Karagoz Au / Sb Valhalla Resources 65%
Bursa Cu / Mo / Au Empire Mining 65%
Gumushane Au Newmont Mining 70%
1
In July 2006, Anatolia agreed to amend the agreement to allow Aldridge Minerals to earn a 100% interest. Anatolia will
receive a 6% net proceeds interest in production totalling up to $165 million. Thereafter, the Anatolia net proceeds
interest will increase to 10%.

8. Non-controlling interest
On August 12, 2009, the Company and Çalık Mining formalized an agreement to create a strategic relationship.
The strategic relationship allows Çalık Mining to acquire up to a 20% interest in Çöpler, through ownership of
Çukurdere stock, and outlines a structure for cooperation and cross-investment to explore and develop other
mineral properties in Turkey.

Çalık Mining initially subscribed for 5% of the issued and outstanding Çukurdere stock for $12.6 million, to be
paid by August, 2010. As of December 31, 2009, $11,182,529 remains outstanding. Çalık Mining has also been
granted an option that expires on December 31, 2011 to acquire up to an additional 15% interest in Çukurdere
for an additional $37.8 million, for a total consideration of $50.4 million, or proportionate consideration based
on the interest acquired. As a shareholder of Çukurdere, Çalık Mining is responsible for its proportionate share
of Çukurdere’s capital and operating costs, and will receive benefit of its proportionate share of revenues and
other income. The strategic relationship also contemplates mutual cooperation and cross-investment to jointly
explore and develop other mineral properties in Turkey on a 50/50 basis.

In connection with the Çalık Mining investment, the Company recognized a gain on the sale of non-controlling
interest of $4,903,696. This amount is net of direct costs of $1,566,108 incurred in connection with the strategic
relationship.

The non-controlling interest represents the interest of Çalık Mining in Çöpler, based on the net amount of their
investment adjusted by their share of income or losses since the date of their investment.

9. Provision for employment termination benefits


There are no agreements for pension commitments other than the legal requirements as explained below.

Under Turkish labour law the Company is required to pay termination benefits to each employee under certain
circumstances. The amount payable consists of one month’s salary for each year of service, limited to a
maximum of Turkish New Lira (“YTL”)2,260 ($1,497) (2008 – YTL2,088 ($1,371)) for each year of service.
There is no legally mandated funding requirement.

12
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

The provision for employment termination benefits was calculated by estimating the present value of the future
probable obligation of the Company arising from the retirement of the employees. The following actuarial
assumptions were used in the calculation of the provision for employment termination benefits:

2009 2008
Discount rate 6.26% 6.26%
Retention rate to estimate the probability of retirement 94% 94%

The principal assumption is that the maximum liability for each year of service will increase in line with
inflation. Thus, the discount rate applied represents the expected real rate after adjusting for the anticipated
effects of future inflation. Because the maximum liability is revised semi-annually, the maximum amount of
YTL2,427 ($1,607) (January 1, 2009 – YTL2,260 ($1,484)) which is effective from January 1, 2010 was taken
into consideration in calculating the provision for employment termination benefits.

10. Asset retirement obligation


The Company’s environmental permit requires that it reclaim any land it disturbs during the mine construction
and mine operations. The Company has estimated the present value of the future ARO as of December 31, 2009
to be $341,620 (2008 - nil) based on a credit-adjusted risk-free rate of 14%, an inflation rate of 8.3% and the
commencement of reclamation activities in 2018. The undiscounted ARO as of December 31, 2009 is
$974,502 (2008 – nil).

11. Share capital

a. Authorized

Unlimited number of common shares, without nominal or par value.


Unlimited number of preferred shares, without nominal or par value, issuable in series.

13
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

b. Issued and outstanding

Common Shares
Number Amount Contributed
$ Surplus
$
Balance – December 31, 2007 83,121,285 115,635,948 4,869,855
Shares issued:

- on exercise of options (note 10c) 13,333 37,323 (14,750)

Sub-totals 83,134,618 115,673,271 4,855,105


Other, not affecting number of shares outstanding:
- amortization of options granted (note 10c) - - 2,960,397

Balance – December 31, 2008 83,134,618 115,673,271 7,815,502


Shares issued:

public offerings (note 10bi) 54,450,000 94,129,852 -

- on exercise of options (note 10c) 439,814 633,122 (311,233)

Sub-totals 138,024,432 210,436,245 7,504,269


Other, not affecting number of shares outstanding:
- amortization of options granted (note 10c) - - 1,235,732

Balance – December 31, 2009 138,024,432 210,436,245 8,740,001

i) On February 12, 2009 the Company closed a public offering of 31,450,000 common shares at
Canadian (“Cdn”) $1.85 per share, resulting in gross proceeds of Cdn$58,182,500. Proceeds, net of
offering costs, totaled $44,377,208.

On November 4, 2009, the Company closed a public offering of 23,000,000 common shares at
Cdn$2.45 per share, resulting in gross proceeds of Cdn$56,350.000. Proceeds, net of offering costs,
totaled $49,752,644.

c. Share options

The Company adopted a new stock-based compensation plan on June 21, 2005 (the 2005 Plan). This plan
was amended on May 31, 2007 (the “Amended Plan”). The Amended Plan has a term of 10 years and
provides for the granting of up to 7,618,900 share options to directors, officers, employees and consultants
of the Company. At the time the 2005 Plan was adopted, the predecessor stock-based compensation plan
(the “Predecessor Plan”) had 3,902,166 share options outstanding. Those share options remained
outstanding and continue to be subject to the terms of the Predecessor Plan; however, no further options
may be issued under the Predecessor Plan. Share options are non-transferable and are granted for a term
set at the discretion of the Board of Directors, not to exceed five years. Both plans are administered by the

14
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

Board of Directors, which determines individual eligibility under the plan, the number of shares reserved
for optioning to each individual and the vesting period. The following table summarizes activity for the
years ended December 31:

2009 2008

Options to Weighted Options to Weighted


acquire average acquire average
shares exercise price shares exercise price
$ $

Outstanding - Beginning of year 6,731,806 2.58 3,764,655 2.61


Granted 235,000 2.37 3,259,000 2.58
Forfeited (591,772) 1.79 (278,516) 2.30
Exercised (note 10b) (439,814) 1.24 (13,333) 1.69

Outstanding - End of year 5,935,220 3.21 6,731,806 2.58

Exercisable – End of year 4,223,219 3.36 3,868,016 2.45

As at December 31, 2009, the Company had share options outstanding and expiring as follows:

Outstanding Exercisable
Weighted Weighted
Number of average Number of average
Expiring during the year options exercise price options exercise price
$ $

2010 632,963 1.43 632,963 1.43


2011 682,757 3.86 682,757 3.86
2012 1,213,000 5.15 1,025,332 5.18
2013 3,196,500 2.73 1,882,167 2.49
2014 210,000 2.59 - -

5,935,220 3.21 4,223,219 3.36

15
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

The following table summarizes the number of options and expiration dates for each exercise price as at
December 31, 2009:

Exercise Outstanding Exercisable


Price Options Options Expiration Date

$0.21 50,000 50,000 August 15, 2010


Cdn$1.22 200,000 200,000 April 18, 2010
Cdn$1.45 15,000 15,000 February 2, 2010
Cdn$1.81 365,003 365,003 December 16, 2010
Cdn$2.00 2,040,500 1,103,500 January 22, 2014
Cdn$2.45 168,000 106,000 July 24, 2013
Cdn$2.54 30,000 - October 14, 2014
Cdn$2.90 150,000 - June 19, 2014
Cdn$3.34 7,500 7,500 March 15, 2011
Cdn$3.70 235,000 235,000 May 31, 2011
Cdn$3.73 18,000 6,000 March 6, 2013
Cdn$4.25 443,217 443,217 December 18, 2011
Cdn$4.50 36,000 24,000 December 4, 2012
Cdn$4.65 1,000,000 666,667 February 20, 2013
Cdn$4.97 252,000 167,999 December 26, 2012
Cdn$5.10 350,000 350,000 December 17, 2012
Cdn$5.20 150,000 100,000 January 25, 2012
Cdn$5.67 150,000 150,000 March 22, 2012
Cdn$5.89 50,000 33,333 May 31, 2012
Cdn$6.18 75,000 50,000 October 19, 2012
Cdn$6.44 150,000 150,000 October 16, 2012
5,935,220 4,223,219

Outstanding options have a weighted average remaining contractual life of 2.96 years.
The following table summarizes the information and assumptions used to determine option costs:

For the year ended December 31, 2009:

Exercise Options Dividend Risk Free Valuation


Grant Date Price Granted Term Volatility Yield Interest Amount
% $
January 22, 2009 Cdn$2.00 30,000 4 years 75% 0% 1.66% 27,000
April 23, 2009 Cdn$2.52 25,000 4 years 74% 0% 1.60% 28,000
June 19, 2009 Cdn$2.90 150,000 4 years 73% 0% 2.49% 215,000
October 14, 2009 Cdn$2.54 30,000 4 years 71% 0% 2.31% 40,000
310,000

16
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

For the year ended December 31, 2008:

Exercise Options Dividend Risk Free Valuation


Grant Date Price Granted Term Volatility Yield Interest Amount
(note 10c)i)) % $
January 7, 2008 Cdn$5.38 15,000 4 Years 49% 0% 3.66% 34,000
February 20, 2008 Cdn$4.65 1,000,000 4 Years 49% 0% 3.44% 1,930,000
March 6, 2008 Cdn$3.73 18,000 4 Years 50% 0% 2.90% 28,000
July 24, 2008 Cdn$2.45 168,000 4 Years 53% 0% 3.35% 181,000
December 8, 2008 Cdn$2.00 2,058,000 4 years 67% 0% 2.13% 547,000
2,720,000

i) Options were issued at the fair market value for all 2009 and 2008 grants, except for the Options granted on
December 8, 2008, for which the fair market value on date of issuance was Cdn$0.99.

Option related stock-based compensation charged to expense amounted to $973,457 (2008 – $2,693,525)
and the unvested unamortized fair value of options granted at December 31, 2009 amounted to $457,874
(2008 – $1,407,512). Additionally, option related stock-based compensation charged to development
property totalled $131,181 for the year ended December 31, 2009 (2008 - $266,872).

d. Restricted stock unit plan

In May 2009, shareholders approved a restricted stock unit (“RSU”) Plan for employees and officers. Each
RSU entitles participants to receive one common share of the Company. Alternatively, the Company, at its
discretion, may elect to satisfy all or part of its payment obligation in cash. The RSU’s become payable as
they vest over their lives, typically three years, and are subject to normal performance criteria.

For the year ended December 31, 2009, the Company issued 971,400 RSUs at a grant price of $2.74 with a
three-year vesting period. The Company recorded RSU related stock-based compensation expense of
$105,048 (2008 -nil-) and capitalized $26,046 (2008 -nil-) to development property with corresponding
offsets recorded in contributed surplus. The unvested, unamortized fair value of RSUs granted at
December 31, 2009 amounted to $2,530,542 (2008 – nil).

e. Deferred share unit plan

In May 2009, the shareholders approved a deferred share unit (“DSU”) plan pursuant to which directors of
the Company may be granted deferred share units. The Compensation Committee of the Board of
Directors administers the DSU plan, which is intended to provide participants with long-term incentive
tied to the long-term performance of the Company’s common shares. Under the DSU Plan, each
participant may elect, once each calendar year, to be paid a percentage of his or her annual retainer in the
form of Deferred Share Units, with the balance being paid in cash. A DSU is a unit equivalent in value to
one common share of the Company based on the five-day average trading price of the Company's common
shares on the TSX immediately prior to the date on which the value of the DSU is determined.
Redemption of the DSU liability occurs upon termination of a participant’s services as a director. At
redemption, the participant shall elect to receive the value of the DSU as 1) cash, 2) common shares of the
Company, or 3) a combination of cash and shares. As at December 31, 2009, there were no units granted
to eligible participants under the DSU plan.

17
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

f. Share bonus plan

On April 27, 1999, the Board of Directors adopted the share bonus plan (the “Plan”), which was confirmed
by the shareholders of the Company at the Annual and Special General Meeting held on June 15, 1999.
The Plan was subsequently amended at the Annual and Special General Meeting held June 21, 2005 (the
“Amended Plan”). Under the Amended Plan, 900,000 common shares of the Company are reserved for
issuance pursuant to the Plan, of which 380,935 have been issued as at December 31, 2009.

12. Related party transactions


A director of the Company is a partner with a firm that provides legal services to the Company. Cash payments
and accruals for such services were $1,071,394 for the year ending December 31, 2009 (2008 – $422,047). In
connection with an employment agreement the Corporation purchased the former residence of its current Chief
Executive Officer in June 2008 for $1,742,500.

13. Income taxes


The Company’s income tax provision (recovery) has been calculated as follows:
2009 2008
$ $
Net loss for the year (31,941,567) (13,504,618)
Income tax recovery at Canadian statutory rates 10,843,064 4,659,093
Effect of difference in foreign tax rates (2,659,754) (1,439,566)
Unrecognized benefit of income tax assets, net (5,634,209) (5,083,545)
Stock-based compensation (352,307) (186,554)
Foreign currency valuations (1,773,915) 3,767,042
Convertible debenture accretion (2,016,459) (1,859,097)
Gain on sale of non-controlling interest 2,415,755 -
Other (822,175) 142,627
Provision for (recovery of) income taxes - -

The Company’s future income tax assets as at December 31, 2009 and 2008 are summarized as follows:
2009 2008
$ $
Exploration and development expenditures 6,982,000 6,492,000
Losses carried forward 8,900,000 5,491,000
Financing costs 2,097,000 1,486,000
Stock-based compensation 777,000 793,000
Impairment of long-lived assets 1,444,000 -
Other 1,412,000 838,000
Net future income tax asset 21,612,000 15,100,000
Valuation allowance (21,612,000) (15,100,000)
Net future income tax asset recorded - -

18
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

Management cannot demonstrate with sufficient certainty that future income tax assets will be realized during
the carry-forward period. As such, the Company has recorded a valuation allowance of $21,612,000 as at
December 31, 2009 (2008 - $15,100,000).

In Canada, the Company has available loss carry-forwards for tax purposes of approximately $25.9 million
which may be used to reduce future taxable income. These losses expire in 2010 through 2029.

In Turkey, the Company has available loss carry-forwards for tax purposes of approximately $5.4 million
which may be used to reduce future taxable income. These losses expire in 2010 through 2015. These losses
have not yet been agreed with the Turkish tax authorities.

14. Commitments and contingencies

a. Mineral property licenses

Under the provisions of Turkish mining law, all mining licences are granted upon settlement of duties and
levies. Exploration licenses are granted for three years and can be extended for an additional two years,
upon application. Exploration license holders are required to submit reports on exploration at the end of
the second, third and fifth years of the exploration period. Operation license holders are required to submit
annual reports on operation projects to the relevant governmental departments.

To obtain the appropriate licences, deposits must be made based on a per hectare fee. The applicable
deposits are proportional to the size of the mining area and are determined each year or re-valued
according to prevailing economic conditions. In the event the required reports and projects are not
submitted on time, deposits for that period are forfeited. If a site is abandoned, the remaining part of the
deposit is returned.

b. Property commitments

In connection with exploration and development activities, the Company may enter into option, lease,
royalty or other similar agreements with third parties. The following commitments were in place as of
December 31, 2009 on properties currently under Company control:

ii) Karakartal
Karakartal is subject to a 1% Net Smelter Royalty (“NSR”), payable once production commences.

iii) Balışeyh
This property requires annual lease payments and is subject to an NSR. The lease payment is $10,000
annually. An NSR of 2% applies until the aggregate of the lease and NSR payments equal
$1,000,000. Thereafter no further lease payments or NSR payments are required.

c. Construction commitments and other

As at December 31, 2009, the Company had remaining commitments expected to be paid in 2010 of $7.7
million relating to equipment, engineering and construction at the Çöpler project. In addition, the
Company has entered into various lease commitments for facilities and equipment. The leases expire in

19
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

periods ranging from one to six years. The aggregate remaining minimum annual lease payments required
for the next five years are as follows:

Year $
2010 225,241
2011 173,192
2012 127,497
2013 126,895
2014 129,604

15. Capital disclosures


The Company’s capital management objective is to maximize investment returns to its equity-linked
stakeholders within the context of relevant opportunities and risks associated with the Company’s operating
segment. Achieving this objective requires management to consider the underlying nature of exploration and
development activities, availability of capital, the cost of various capital alternatives and other factors.
Establishing and adjusting capital requirements is a continuous management process.

Exploration involves a high degree of “discovery” risk and substantial uncertainties about the ultimate ability of
the Company to achieve positive cash flow from operations. Consequently, management primarily funds the
Company’s exploration by issuing share capital rather than using other capital sources that require fixed
repayments of principal or interest. Management options certain exploration prospects to third parties as an
additional means of funding exploration and to provide the Company with access to a broader number of
exploration prospects.

Development activities begin following completion of a feasibility study and Board of Directors approval of a
commercial production decision. At such time, management may consider senior debt, convertible debentures,
other financial instruments and strategic participants as a means to finance development while minimizing
equity dilution. For project development purposes, the ratio of debt to equity contemplates leveraged
investment return to equity-linked stakeholders and the associated risks of various forms of debt, debentures or
other potentially lesser-dilutive capital sources.
The Company’s capital under management includes:

As of
December 31 December 31
2009 2008
$ $

Convertible Debentures 76,340,582 60,071,976


Shareholders’ Equity
Share capital 210,436,245 115,673,271
Equity component of convertible debentures 28,356,407 28,356,407

20
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

The increase in the convertible debentures relates to the effect of foreign currency loss and the accretion of
interest. Changes in the capital components of shareholders’ equity resulted from public offerings and various
exercises of share options during the year ended December 31, 2009.

The Company is subject to certain financial covenant provisions related to its Convertible Debentures and is in
compliance with all such covenants for the year ended December 31, 2009.

16. Financial risk factors

The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

a. Credit risk

The Company's credit risk is primarily attributable to short-term investments and exploration expenditures
receivable from its exploration optionees. The Company manages credit risk, with respect to short-term
investments, by purchasing short-term investment grade securities, such as bankers’ acceptances, guaranteed
investment contracts, corporate commercial paper, U.S. and Canadian treasury bills, and U.S. and Canadian
agencies investments in accordance with the Company’s investment policy.

As of December 31, 2009, the Company held gold put options covering 17,000 ounces of gold with an
average strike price of $818 as part of a price protection program. Management of this credit risk, with
regards to counterparties, is managed by entering into derivatives with counterparties that are rated "A-" or
better by S&P or "A3" or better by Moody's.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
balance sheet. The Company monitors its exposure to credit risk on an ongoing basis. Concentration of
credit risk exists with respect to the Company’s cash and cash equivalents and short term investments,
which are comprised of the following:

As of
December 31 December 31
2009 2008
$ $
United States and Canadian treasuries and agencies 28,694,706 22,120,610
Bankers acceptance and guaranteed investment contracts 19,445,157 7,820,411
Bank accounts, money market funds and other 34,561,543 33,594,765

82,701,406 63,535,786

b. Liquidity risk

The Company's approach to managing liquidity risk is to provide reasonable assurance that it can provide
sufficient capital to meet liabilities when due. The Company maintains sufficient cash and cash equivalents
in order to meet short-term business requirements. The Company’s ability to settle the Debentures and other
long term liabilities when due is dependent upon future liquidity from capital sources or positive cash flows
from commercial operations.

21
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

c. Market risk

i) Interest rate risk


The Company’s cash and cash equivalents primarily includes highly liquid investments that earn
interest at market rates that are fixed to maturity. The Company also holds a portion of cash and cash
equivalents in bank accounts that earn variable interest rates. Because of the short-term nature of these
financial instruments, fluctuations in market rates do not have a significant impact on estimated fair
values as of December 31, 2009. The Debentures bear a fixed interest rate of 4.75%. Because of the
fixed interest rate nature associated with these financial instruments, fluctuations in market rates do
not have a significant impact on estimated fair values as of December 31, 2009. Future cash flows
from interest income on cash and cash equivalents will be affected by interest rate fluctuations. The
Company manages interest rate risk by maintaining an investment policy for short-term investments.
This policy focuses primarily on preservation of capital and liquidity.

ii) Foreign currency risk


The Company's functional currency is the United States dollar. The Company is affected by currency
transaction risk and currency translation risk. Consequently, fluctuations of the United States dollar in
relation to other currencies impact the fair value of financial assets and liability and operating results.

Certain short-term financial liabilities are denominated in other currencies, predominately Canadian
dollars and Turkish Liras. To reduce exposure to currency transaction risk, the Company maintains
cash and cash equivalents in each of these currencies to meet short-term liquidity requirements.
Financial assets and liabilities subject to currency translation risk primarily include non-United States
dollar cash and cash equivalents the Debentures.

iii) Other price risk


Equity Investments are classified as available for sale. Fluctuations in the market value of these stocks
impact other comprehensive income until such time that the investments are sold.

The Company is exposed to price risk with respect to commodity pricing (primarily gold and copper).
Future declines in commodity prices may impact the valuation of long-lived assets.

d. Sensitivity analysis

i) As of December 31, 2009, management estimates that if interest rates had changed by 1% (i.e. 100
basis points), assuming all other variables remained constant, the impact to net loss would have been
approximately $540,000 (2008 - $327,000).

ii) As of December 31, 2009, management estimates that if foreign exchange rates had declined 10%
against the U.S. Dollar, assuming all other variables remained constant, net loss would have
decreased by $5,162,000 (2008 – $5,610,000), and a rise of 10% in foreign exchange rates, assuming
all other variables remained constant, would have increased net loss by $4,223,000 (2008 –
$4,590,000). Substantially all of this loss or gain would be as a result of unrealized foreign currency
translations.

22
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

iii) As of December 31, 2009, management estimates that if the value of its Equity Investments had
changed 50%, with all other variables held constant, other comprehensive income would have
changed $203,000 (2008 - $168,000), with no impact to current period loss.

e. Fair value of financial instruments

Financial assets and financial liabilities are initially recognized at fair value; subsequent measurement is
dependent on the applicable classification. The Company has classified cash and cash equivalents and
short-term investments as held for trading, the carrying value of which approximates fair value.
Exploration expenditures receivable and other receivables are classified as loans and receivables. The
Company has classified accounts payable and accrued liabilities, interest payable and convertible
debentures as other financial liabilities. The carrying amounts of exploration expenditures receivable,
accounts payable and accrued liabilities, and interest payable approximate the fair values of those financial
instruments, due to the short-term maturity of such instruments.

The following table illustrates the classification of the Company’s financial instruments within the fair
value hierarchy as at December 31, 2009:

Level 1 Level 2 Level 3 Total


$ $ $ $
Cash and cash equivalents 78,303,210 - - 78,303,210
Short term investments 4,398,196 - - 4,398,196
Gold put options - 306,740 - 306,740
Equity investments 406,540 - - 406,540
83,107,946 306,740 - 83,414,686

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly.
Level 3 – Inputs that are not based on observable market data.

The gold put options were sold subsequent to December 31, 2009 for the value recorded as at December
31, 2009.

17. Supplemental cash flow information


During the year ended December 31, 2009, the Company paid $4,211,825 for interest (2008- $4,202,563), and
$89,982 for income taxes (2008 - $125,868).

23
Anatolia Minerals Development Limited
(A development stage company)
Notes to Consolidated Financial Statements
December 31, 2009 and 2008
(expressed in U.S. dollars, unless otherwise stated)

Net change in non-cash working capital included:


From May 27
1996
(inception) to
December 31
2009 2008 2009
$ $ $
(Increase) in prepaid expenses and sundry assets (3,783,133) (4,464,235) (9,802,076)
(Increase) decrease in exploration expenditures
receivable (23,236) 475,629 (137,522)
Increase (decrease) in accounts payable and accrued
liabilities (2,369,757) 42,346 2,046,402
Increase (decrease) in interest payable 106,791 (159,207) 754,606
Increase (decrease) in withholding taxes payable (2,951) 57,381 287,014

(6,072,286) (4,048,086) (6,851,576)

18. Loss per share


The effect of options and warrants is not included in computing the diluted per share amounts since, in the
context of reported losses for the year, such effect would be anti-dilutive.

19. Project debt facility


On March 31, 2009, Çukurdere closed a $62.5 million senior project debt facility (the “Facility”) for Çöpler.
No draw downs took place under the Facility, and on December 23, 2009 the Company announced cancellation
of the Facility. Costs and expenses related to this cancellation have been accrued for as of December 31, 2009.

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