6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2014.

Commission File Number001-35307

TASMAN METALS LTD.

____________________________________________________________________________

(Translation of registrant’s name into English)

#1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7

_____________________________________________________________________________

(Address of principal executive office)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INCORPORATION BY REFERENCE

This Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 (File No. 333-190863), and the prospectus included therein, of Tasman Metals Ltd. and to be part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

1

SIGNATURES

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

	TASMAN METALS LTD.
	(Registrant)
Date  January 13, 2014	By	/s/ Mark Saxon
		Mark Saxon, President and CEO

EXHIBIT INDEX

Exhibit Number	Description
99.1	Condensed Consolidated Interim Financial Statements for the Three Months Ended November 30, 2013
99.2	Management’s Discussion and Analysis for the Three Months Ended November 30, 2013
99.3	Certification of Interim Filings by CEO
99.4	Certification of Interim Filings by CFO

2

EX-99.1

EXHIBIT 99.1

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

TASMAN METALS LTD.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

Page 1

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed consolidated interim financial statements they must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

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

Page 2

TASMAN METALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian Dollars)

	Notes		November 30, 2013 $			August 31, 2013 $
ASSETS
Current assets
Cash				4,412,395			5,601,492
Amounts receivable				25,214			13,444
GST/VAT receivables				60,065			56,240
Prepaids				115,063			69,302
Total current assets				4,612,737			5,740,478
Non-current assets
Investment		5		12,798			24,805
Property, plant and equipment		6		161,994			175,485
Exploration and evaluation assets		7		8,311,281			7,883,939
Bond deposit				31,708			31,646
Total non-current assets				8,517,781			8,115,875
TOTAL ASSETS				13,130,518			13,856,353
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities				520,871			645,492
TOTAL LIABILITIES				520,871			645,492
SHAREHOLDERS’ EQUITY
Share capital				20,351,302			20,299,802
Share-based payments reserve				9,171,302			9,056,102
Deficit				(16,789,931	)		(16,034,024	)
Accumulated other comprehensive loss				(123,026	)		(111,019	)
TOTAL SHAREHOLDERS’ EQUITY				12,609,647			13,210,861
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				13,130,518			13,856,353

Event after the reporting period - Note 13

These condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on January 10, 2014 and are signed on its behalf by:

/s/ Mark Saxon	/s/ Nick DeMare
Mark Saxon	Nick DeMare
Director	Director

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

Page 3

TASMAN METALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian Dollars)

			Three Months Ended
	Notes		November 30, 2013 $			November 30, 2012 $ (Note 3)
Expenses
Accounting and administration				34,472			32,416
Audit				51,117			33,650
Corporate development				54,261			50,983
Depreciation				13,491			15,129
General exploration				8,382			27,539
Investor relations				24,000			10,500
Legal				144,423			24,927
Management				40,500			40,500
Office				47,322			50,782
Professional				82,919			139,942
Regulatory				22,647			18,120
Rent				14,300			16,805
Salaries and benefits				69,678			81,844
Shareholder costs				1,794			3,666
Share-based compensation		8(d)		115,200			594,394
Transfer agent				2,638			2,984
Travel				39,680			58,110
				766,824			1,202,291
Loss before other items				(766,824	)		(1,202,291	)
Other items
Impairment of exploration and evaluation assets		7(a)		(6,599	)		(10,438	)
Interest income				17,799			28,208
Foreign exchange				(283	)		(345	)
				10,917			17,425
Net loss for the period				(755,907	)		(1,184,866	)
Other comprehensive loss				(12,007	)		(25,974	)
Comprehensive loss for the period				(767,914	)		(1,210,840	)
Basic and diluted loss per common share				(0.01	)		(0.02	)
Weighted average number of common shares outstanding				60,860,982			60,094,315

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

Page 4

TASMAN METALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY

(Unaudited - Expressed in Canadian Dollars)

	Three Months Ended November 30, 2013
	Share Capital
	Number of Shares		Amount $		Share- Based Payments Reserve $		Deficit $			Accumulated Other Comprehensive Loss $			Total Equity $
Balance at September 1, 2013		60,850,982		20,299,802		9,056,102		(16,034,024	)		(111,019	)		13,210,861
Common shares issued for:
Exploration and evaluation assets		50,000		51,500		-		-			-			51,500
Share-based compensation on share      options		-		-		115,200		-			-			115,200
Unrealized loss on investment		-		-		-		-			(12,007	)		(12,007	)
Net loss for the period		-		-		-		(755,907	)		-			(755,907	)
Balance at November 30, 2013		60,900,982		20,351,302		9,171,302		(16,789,931	)		(123,026	)		12,609,647

	Three Months Ended November 30, 2012
	Share Capital
	Number of Shares		Amount $		Share- Based Payments Reserve $			Deficit $			Accumulated Other Comprehensive Loss $			Total Equity $
Balance at September 1, 2012 (Note 3)		59,570,982		19,808,552		8,565,897			(12,552,782	)		(54,962	)		15,766,705
Common shares issued for:
Cash - exercise of share options		1,175,000		293,750		-			-			-			293,750
Share-based compensation on share      options		-		-		594,394			-			-			594,394
Transfer on exercise of share      options		-		164,500		(164,500	)		-			-			-
Unrealized loss on investment		-		-		-			-			(25,974	)		(25,974	)
Net loss for the period		-		-		-			(1,184,866	)		-			(1,184,866	)
Balance at November 30, 2012 (Note 3)		60,745,982		20,266,802		8,995,791			(13,737,648	)		(80,936	)		15,444,009

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

Page 5

TASMAN METALS LTD.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian Dollars)

	Three Months Ended
	November 30, 2013 $			November 30, 2012 $ (Note 3)
Operating activities
Net loss for the period		(755,907	)		(1,184,866	)
Adjustments for:
Depreciation		13,491			15,129
Share-based compensation		115,200			594,394
Impairment of exploration and evaluation assets		6,599			10,438
		(620,617	)		(564,905	)
Changes in non-cash working capital items:
Decrease (increase) in amounts receivable		(11,770	)		31,180
Decrease (increase) in GST/VAT receivables		(3,825	)		24,649
Increase in prepaids		(45,761	)		(55,441	)
Decrease in accounts payable and accrued liabilities		(160,207	)		(531,898	)
		(221,563	)		(531,510	)
Net cash used in operating activities		(842,180	)		(1,096,415	)
Investing activities
Additions to exploration and evaluation assets		(346,855	)		(672,548	)
Increase in bond deposit		(62	)		-
Net cash used in by investing activities		(346,917	)		(672,548	)
Financing activity
Issuance of common shares		-			293,750
Net cash provided by financing activity		-			293,750
Net change in cash		(1,189,097	)		(1,475,213	)
Cash at beginning of period		5,601,492			9,778,040
Cash at end of period		4,412,395			8,302,827

Supplemental cash flow information - see Note 12

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

Page 6

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

1. Nature of Operations

Tasman Metals Ltd. (“Tasman” or the “Company”) was incorporated under the laws of the Province of British Columbia on August 27, 2007.  The Company’s common shares are listed and traded on the TSX Venture Exchange (“TSXV”) under the symbol “TSM” and on the New York Stock Exchange Market (“NYSE MKT”), under the symbol “TAS”.  The Company’s head office is located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada.

The Company is a junior resource company engaged in the acquisition and exploration of unproven mineral interests in Scandinavia.  As at November 30, 2013 the Company has not earned any production revenue, nor found proved reserves on any of its mineral interests.

The Company is in the process of exploring and evaluating its mineral properties.  On the basis of information to date, it has not yet determined whether these properties contain economically recoverable ore reserves.  The underlying value of the mineral properties and related deferred acquisition costs is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production.  The amounts shown as resource interests represent net acquisition costs to date, less amounts written off, and do not necessarily represent present or future values.

As at November 30, 2013 the Company had working capital of $4,091,866.  These condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business operations for the foreseeable future.  The Company’s ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to develop properties and to establish future profitable production.  The Company’s operations are funded from equity financings which are dependent upon many external factors and may be difficult to impossible to secure or raise when required.  Although management considers that the Company has adequate resources to maintain its core operations and planned exploration programs on its existing exploration and evaluation assets for the next twelve months, the Company recognizes that exploration expenditures may change with ongoing results and, as a result, it may be required to obtain additional financing.  While the Company has been successful in securing financings in the past, there can be no assurance that it will be able to do so in the future.

2. Basis of Preparation

Statement of Compliance

These condensed consolidated interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”), and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”).  These condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended August 31, 2013, which have been prepared in accordance with IFRS as issued by the IASB.  The accounting policies followed in these condensed consolidated interim financial statements are consistent with those applied in the Company’s consolidated financial statements for the year ended August 31, 2013.

Basis of Presentation

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

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

Page 7

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

3. Change in Accounting Policy

During fiscal 2013 the Company changed its accounting policy with respect to exploration and evaluation expenditures.  In prior years the Company’s policy was to expense mineral exploration and development costs as incurred until such time as either mineral reserves are proven or permits to operate the mineral resource property are received and financing to complete the development are obtained.  The Company has elected to change this accounting policy to now capitalize by property all costs relating to the exploration and evaluation of mineral properties classified as exploration and evaluation assets, effective with the presentation of these consolidated financial statements, on a retrospective basis.

The effects of the change in accounting policy related to the Company’s exploration and evaluation assets are as follows:

Reconciliation of Statements of Financial Position

	As at September 1, 2012
	As previously reported $			Effect of change in accounting policy $		As restated $
ASSETS
Current assets
Cash		9,778,040			-		9,778,040
Amounts receivable		44,581			-		44,581
GST/VAT receivables		158,271			-		158,271
Prepaids		69,929			-		69,929
Total current assets		10,050,821			-		10,050,821
Non-current assets
Investment		80,862			-		80,862
Property, plant and equipment		255,338			-		255,338
Exploration and evaluation assets		214,297			5,944,868		6,159,165
Bond deposit		3,496			-		3,496
Total non-current assets		553,993			5,944,868		6,498,861
TOTAL ASSETS		10,604,814			5,944,868		16,549,682
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		782,977			-		782,977
TOTAL LIABILITIES		782,977			-		782,977
SHAREHOLDERS’ EQUITY
Share capital		19,808,552			-		19,808,552
Share-based payments reserve		8,565,897			-		8,565,897
Deficit		(18,497,650	)		5,944,868		(12,552,782	)
Accumulated other comprehensive loss		(54,962	)		-		(54,962	)
TOTAL SHAREHOLDERS’ EQUITY		9,821,837			5,944,868		15,766,705
TOTAL LIABILITIES AND      SHAREHOLDERS’ EQUITY		10,604,814			5,944,868		16,549,682

Page 8

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

3. Change in Accounting Policy (continued)

	As at November 30, 2012
	As previously reported $			Effect of change in accounting policy $		As restated $
ASSETS
Current assets
Cash		8,302,827			-		8,302,827
Amounts receivable		13,401			-		13,401
GST/VAT receivables		133,622			-		133,622
Prepaids		125,370			-		125,370
Total current assets		8,575,220			-		8,575,220
Non-current assets
Investment		54,888			-		54,888
Property, plant and equipment		240,209			-		240,209
Exploration and evaluation assets		212,037			6,732,985		6,945,022
Bond deposit		3,496			-		3,496
Total non-current assets		510,630			6,732,985		7,243,615
TOTAL ASSETS		9,085,850			6,732,985		15,818,835
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		374,826			-		374,826
TOTAL LIABILITIES		374,826			-		374,826
SHAREHOLDERS’ EQUITY
Share capital		20,266,802			-		20,266,802
Share-based payments reserve		8,995,791			-		8,995,791
Deficit		(20,470,633	)		6,732,985		(13,737,648	)
Accumulated other comprehensive loss		(80,936	)		-		(80,936	)
TOTAL SHAREHOLDERS’ EQUITY		8,711,024			6,732,985		15,444,009
TOTAL LIABILITIES AND      SHAREHOLDERS’ EQUITY		9,085,850			6,732,985		15,818,835

Page 9

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

3. Change in Accounting Policy (continued)

Reconciliation of Statement of Comprehensive Loss

	Three Months Ended November 30, 2012
	As previously reported $			Effect of change in accounting policy $			As restated $
Mineral exploration costs		788,117			(788,117	)		-
Expenses
Accounting and administration		32,416			-			32,416
Audit		33,650			-			33,650
Corporate development		50,983			-			50,983
Depreciation		15,129			-			15,129
General exploration		27,539			-			27,539
Investor relations		10,500			-			10,500
Legal		24,927			-			24,927
Management fees		40,500			-			40,500
Office		50,782			-			50,782
Professional fees		139,942			-			139,942
Regulatory fees		18,120			-			18,120
Rent		16,805			-			16,805
Salaries and benefits		81,844			-			81,844
Shareholder costs		3,666			-			3,666
Share-based compensation		594,394			-			594,394
Transfer agent		2,984			-			2,984
Travel		58,110			-			58,110
		1,202,291			-			1,202,291
Loss before other items		(1,990,408	)		788,117			(1,202,291	)
Other items
Impairment of exploration and evaluations assets		(10,438	)		-			(10,438	)
Interest income		28,208			-			28,208
Foreign exchange		(345	)		-			(345	)
		17,425			-			17,425
Net loss for the period		(1,972,983	)		788,117			(1,184,866	)
Other comprehensive loss		(25,974	)		-			(25,974	)
Comprehensive loss for the period		(1,998,957	)		788,117			(1,210,840	)
Basic and diluted loss per common share		(0.03	)					(0.02	)
Weighted average number of common shares outstanding		60,094,315						60,094,315

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TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

3. Change in Accounting Policy (continued)

Reconciliation of Statement of Cash Flows

	Three Months Ended November 30, 2012
	As previously reported $			Effect of change in accounting policy $			As restated $
Operating activities
Net loss for the period		(1,972,983	)		788,117			(1,184,866	)
Adjustments for:
Depreciation		15,129			-			15,129
Share-based compensation		594,394			-			594,394
Impairment of exploration and evaluation assets		10,438			-			10,438
		(1,353,022	)		788,117			(564,905	)
Changes in non-cash working capital items:
Decrease in amounts receivable		31,180			-			31,180
Decrease in GST/VAT receivable		24,649			-			24,649
Increase in prepaids		(55,441	)		-			(55,441	)
Decrease in accounts payable and accrued liabilities		(408,151	)		(123,747	)		(531,898	)
		(407,763	)		(123,747	)		(531,510	)
Net cash used in operating activities		(1,760,785	)		664,370			(1,096,415	)
Investing activity
Additions to exploration and evaluation assets		(8,178	)		(664,370	)		(672,548	)
Net cash used in investing activity		(8,178	)		(664,370	)		(672,548	)
Financing activity
Issuance of common shares		293,750			-			293,750
Net cash provided by financing activity		293,750			-			293,750
Net change in cash		(1,475,213	)		-			(1,475,213	)
Cash at beginning of period		9,778,040			-			9,778,040
Cash at end of period		8,302,827			-			8,302,827

4.           Significant Accounting Policy

The preparation of financial data is based on accounting principles and practices consistent with those to be used in the preparation of the audited annual consolidated financial statements as at August 31, 2013.  The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended August 31, 2013.

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TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

5. Investment

	November 30, 2013
	Number of Shares		Cost $		Accumulated Compre- hensive Loss $			Carrying Value $
Hannans Reward Limited (“Hannans”)		2,647,059		135,824		(123,026	)		12,798

	August 31, 2013
	Number of Shares		Cost $		Accumulated Compre- hensive Loss $			Carrying Value $
Hannans		2,647,059		135,824		(111,019	)		24,805

The Company had received common shares of Hannans, a public company listed on the Australian Stock Exchange, from the option of certain of its iron ore properties, as described in Note 7(b)(i).  As at November 30, 2013 the quoted market value of the Hannans shares was $12,798.

6.           Property, Plant and Equipment

Cost:	Computers $			Office Furniture and Equipment $			Field Equipment $			Vehicles $			Total $
Balance at August 31, 2012		18,032			19,767			98,081			166,689			302,569
Disposal		-			-			-			(32,214	)		(32,214	)
Balance at August 31, 2013 and      November 30, 2013		18,032			19,767			98,081			134,475			270,355
Accumulated Depreciation:
Balance at August 31, 2012		(5,035	)		(3,201	)		(13,822	)		(25,173	)		(47,231	)
Depreciation		(3,507	)		(3,842	)		(20,265	)		(28,615	)		(56,229	)
Disposal		-			-			-			8,590			8,590
Balance at August 31, 2013		(8,542	)		(7,043	)		(34,087	)		(45,198	)		(94,870	)
Depreciation		(874	)		(958	)		(5,055	)		(6,604	)		(13,491	)
Balance at November 30, 2013		(9,416	)		(8,001	)		(39,142	)		(51,802	)		(108,361	)
Carrying Value:
Balance at August 31, 2013		9,490			12,724			63,994			89,277			175,485
Balance at November 30, 2013		8,616			11,766			58,939			82,673			161,944

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TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

7. Exploration and Evaluation Assets

	November 30, 2013
	Acquisition Costs $		Deferred Exploration Costs $		Total $
Rare Earth Properties
Norra Kärr		23,045		7,501,004		7,524,049
Olserum		124,846		500,312		625,158
Other		47,669		10,680		58,349
Other Properties		98,906		4,819		103,725
		294,466		8,016,815		8,311,281

	August 31, 2013
	Acquisition Costs $		Deferred Exploration Costs $		Total $
Rare Earth Properties
Norra Kärr		23,045		7,179,904		7,202,949
Olserum		124,846		488,336		613,182
Other		49,088		15,860		64,948
Other Properties		2,406		454		2,860
		199,385		7,684,554		7,883,939

Page 13

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

7.           Exploration and Evaluation Assets (continued)

	Rare Earth Element Properties										Other
	Norra Kärr $		Otanmaki $			Olserum $		Other $			Properties $		Total $
Balance at August 31, 2012		5,312,704		340,766			316,137		186,698			2,860		6,159,165
Exploration costs
Consulting		400,543		-			186,511		-			-		587,054
Core cutting		13,837		-			-		-			-		13,837
Database		3,707		-			3,698		-			-		7,405
Drilling		74,950		-			-		-			-		74,950
Exploration site		21,779		-			119		-			-		21,898
Fuel		1,253		-			668		-			-		1,921
Geochemical		385,093		-			35,306		-			-		420,399
Geological		92,398		-			31,511		-			-		123,909
Maps		-		-			-		1,920			-		1,920
Metallurgical consulting		21,152		-			-		-			-		21,152
Metallurgical testing		692,637		-			-		-			-		692,637
Preliminary economic assessment		27,559		-			-		-			-		27,559
Pre-feasibility study		117,594		-			-		-			-		117,594
Salaries		13,486		-			-		-			-		13,486
Sample preparation		-		-			17,791		-			-		17,791
Travel		24,257		-			83		-			-		24,340
		1,890,245		-			275,687		1,920			-		2,167,852
Acquisition costs
Mining rights		-		-			21,358		33,678			-		55,036
Impairment		-		(340,766	)		-		(157,348	)		-		(498,114	)
Balance at August 31, 2013		7,202,949		-			613,182		64,948			2,860		7,883,939
Exploration costs
Consulting		104,638		-			10,813		-			4,183		119,634
Exploration site		4,613		-			1,163		-			182		5,958
Geochemical		10,741		-					-			-		10,741
Geological		14,561		-					-			-		14,561
Metallurgical testing		169,804		-			-		-			-		169,804
Pre-feasibility study		15,820		-			-		-			-		15,820
Travel		923		-					-			-		923
		321,100		-			11,976		-			4,365		337,441
Acquisition costs
Issuance of common shares		-		-			-		-			51,500		51,500
Acquisition		-		-			-		-			45,000		45,000
		-		-			-		-			96,500		96,500
Impairment		-		-			-		(6,599	)		-		(6,599	)
Balance at November 30, 2013		7,524,049		-			625,158		58,349			103,725		8,311,281

(a) Rare Earth Element Properties

Norra Kärr

The Norra Kärr property consists of four staked exploration claims and a mining lease located in southern Sweden.

Page 14

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

7.           Exploration and Evaluation Assets (continued)

Olserum

During fiscal 2012 the Company acquired a 100 % interest in the Olserum property, comprising one claim, in southern Sweden.  The Olserum property was purchased from Norrsken Energy Limited, a private company registered in the United Kingdom, for a total consideration of 37,746 common shares of the Company issued at an estimated fair value of $95,120.  The Company subsequently staked a further five claims surrounding the Olserum property.

Other

During the three months ended November 30, 2013 the Company relinquished certain exploration claims in Sweden and recorded an impairment charge of $6,599 to exploration and evaluation assets.

As at November 30, 2013 the Company has been granted or made reservations on other rare earth element properties, as follows:

(i) 15 exploration claims and one mining lease in Sweden; and

(ii) 7exploration claims in Finland.

(b) Other Properties

(i) Iron Ore Properties

On May 16, 2010 the Company entered into an option agreement with Hannans whereby Hannans has agreed to acquire up to a 90% interest in the Sautusvaara, Vieto, Harrejaure and Lauukujarvi exploration claims (the “Iron Ore Claims”) in Sweden.  Hannans has earned a 75% interest in the Iron Ore Claims and may earn a further 15% interest by funding a feasibility study on at least one Iron Ore Claim prior to June 30, 2018, including spending a minimum of AUS $100,000 per annum.

(ii) Tungsten Properties

On October 7, 2013 the Company entered into a letter agreement with Tumi Resources Ltd. (“Tumi”) and acquired a 100% interest in seven exploration licenses (the “Tungsten Projects”) located in south-central Sweden by paying $45,000 cash and issuing 50,000 common shares of the Company at a fair value of $51,500.  A further 50,000 common shares are issuable upon commencement of production from any of the Tungsten Projects.  Tumi has two common directors.

8. Share Capital

(a) Authorized Share Capital

At November 30, 2013 the Company’s authorized share capital consisted of an unlimited number of common shares without par value.  All issued common shares are fully paid.

(b) Reconciliation of Changes in Share Capital

(i) No equity financings were conducted by the Company during the three months ended November 30, 2013.  See also Note 7(b)(ii).

(ii) No equity financings were conducted by the Company during fiscal 2013.

Page 15

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

8. Share Capital (continued)

(c) Warrants

A summary of the number of common shares reserved pursuant to the Company’s warrants outstanding at November 30, 2013 and 2012 and the changes for the three months ended on those dates is as follows:

	2013				2012
	Number		Weighted Average Exercise Price $		Number			Weighted Average Exercise Price $
Balance, beginning of period		2,090,667		1.85		2,177,607			1.85
Expired		2,090,667		1.85		(86,940	)		1.85
Balance, end of period		-		-		2,090,667			1.85

(d)           Share Option Plan

The Company has established a rolling share option plan (the “Plan”), in which the maximum number of common shares which can be reserved for issuance under the Plan is 10% of the issued and outstanding shares of the Company.  The minimum exercise price of the options is set at the Company’s closing share price on the day before the grant date, less allowable discounts in accordance with the policies of the TSXV.  Options granted may be subject to vesting provisions as determined by the Board of Directors and have a maximum term of ten years.

During the three months ended November 30, 2013 the Company granted 220,000 (2012 - 75,000) share options and recorded compensation expense of $115,200 (2012 - $87,750).  In addition, the Company recorded $nil (2012 - $15,414) compensation expense on share options previously granted which had vested during the period.

The fair value of share options granted and/or vested during the three months ended November 30, 2013 and 2012 is estimated using the Black-Scholes option pricing model using the following assumptions:

	2013	2012
Risk-free interest rate	1.46%	1.09% - 1.26%
Estimated volatility	94% - 96%	100% - 130%
Expected life	3 years	2.5 years - 3 years
Expected dividend yield	0%	0%
Expected forfeiture rate	0%	0%

The weighted average fair value of all share options granted and/or vested during the three months ended November 30, 2013 was $0.52 (2012 - $1.03) per option.

During the three months ended November 30, 2012 the Company re-priced 1,706,500 share options previously granted, from original exercise prices ranging from $2.13 to $4.22 per share, to a revised exercise price of $1.40 per share.  The fair value of the re-priced share options have been estimated using the Black-Scholes option pricing model.  The assumptions used were:  risk-free interest rate of 1.09% - 1.22%;  estimated volatility of 91% - 103%;  expected life of 1.25 years to 2.46 years;  expected dividend yield of 0%;  and estimated forfeiture rate of 0%.  The value assigned to the re-pricing of the share options was $491,230.

Option-pricing models require the use of estimates and assumptions including the expected volatility.  Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide reliable measure of the fair value of the Company’s share options.

Page 16

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

8. Share Capital (continued)

A summary of the Company’s share options at November 30, 2013 and 2012 and the changes for the three months ended on those dates is presented below:

	2013				2012
	Number of Options		Weighted Average Exercise Price $		Number of Options			Weighted Average Exercise Price $
Balance, beginning of period		3,781,500		2.01		5,181,500			2.09
Granted		220,000		0.73		75,000			1.41
Exercised		-		-		(1,175,000	)		0.25
Expired		-		-		(200,000	)		2.11
Balance, end of period		4,001,500		1.94		3,881,500			2.04

The following table summarizes information about the share options outstanding and exercisable at November 30, 2013:

Number Outstanding	Exercise Price $	Expiry Date
96,500	1.40	December 24, 2013
665,000	1.40	January 6, 2014
250,000	3.45	January 6, 2014
100,000	1.40	July 15, 2014
100,000	4.22	July 15, 2014
200,000	1.40	August 9, 2014
50,000	3.20	August 9, 2014
60,000	1.40	August 22, 2014
100,000	3.37	September 13, 2014
285,000	1.40	December 6, 2014
250,000	1.40	January 9, 2015
445,000	2.13	January 9, 2015
700,000	2.70	January 9, 2015
50,000	1.40	February 27, 2015
200,000	1.87	May 3, 2015
50,000	1.40	September 13, 2015
25,000	1.44	October 31, 2015
30,000	1.07	February 11, 2016
125,000	0.66	April 12, 2016
60,000	0.65	September 2, 2016
160,000	0.76	September 23, 2016
4,001,500

See also Note 13.

Page 17

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

9. Related Party Disclosures

A number of key management personnel hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.  Certain of these entities transacted with the Company during the reporting period.

(a) Transactions with Key Management Personnel

During the three months ended November 30, 2013 and 2012 the following amounts were incurred with respect to the Company’s executive officers, comprising the President, Vice-President of Corporate Development (“VPCD”) and Chief Financial Officer (“CFO”):

	2013 $	2012 $
Management fees	40,500	40,500
Professional fees	31,500	43,500
	72,000	84,000

As at November 30, 2013, $19,500 (2012 - $2,500) of the above amounts remained unpaid and has been included in accounts payable and accrued liabilities.

The Company has a management agreement with the President which provides that, in the event the President’s services are terminated without cause or upon a change of control of the Company, a termination payment of two years of compensation, at $13,500 per month, is payable.  If the termination had incurred on November 30, 2013 the amount payable under the agreement would be $324,000.

(b)          Transactions with Other Related Parties

(i) During the three months ended November 30, 2013 and 2012 the following amounts were incurred with respect to the Company’s non-management directors of the Company:

	2013 $	2012 $
Professional fees	31,500	31,500

As at November 30, 2013, $42,500 (2012 - $10,500) of the above amounts remained unpaid and has been included in accounts payable and accrued liabilities.

(ii) In addition, during the three months ended November 30, 2013 the Company incurred a total of $14,900 (2012 - $14,500) to Chase Management Ltd. (“Chase”), a private corporation owned by the CFO of the Company, for accounting and administration services provided by Chase personnel, excluding the CFO, and $1,005 (2012 - $1,200) for rent.  As at November 30, 2013, $8,835 (2012 - $7,900) remained unpaid and has been included in accounts payable and accrued liabilities.

(c) During the three months ended November 30, 2013 the Company incurred $6,190 (2012 - $4,850) for shared administration costs with public companies with common directors and officers.  As at November 30, 2013, $4,120 (2012 - $2,000) of the amount remained unpaid and has been included in accounts payable and accrued liabilities.

(d) During the three months ended November 30, 2013 the Company recorded a recovery of $23,894 (2012 - $24,955) for shared office personnel and costs from public companies with common directors and officers.  As at November 30, 2013, $20,004 (2012 - $10,361) of the amount remained outstanding and has been included in amounts receivable.

(e) See also Note 7(b)(ii).

Page 18

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

10.           Segmented Information

The Company is involved in the exploration and development of resource properties in certain Scandinavian countries, with corporate operations in Canada.  The Company is in the exploration stage and accordingly, has no reportable segment revenues or operating results.

The Company’s total assets are segmented geographically as follows:

	November 30, 2013
	Canada $		Scandinavia $		Total $
Current assets		4,405,080		207,657		4,612,737
Investment		12,798		-		12,798
Property, plant and equipment		-		161,994		161,994
Exploration and evaluation assets		-		8,311,281		8,311,281
Bond deposit		-		31,708		31,708
		4,417,878		8,712,640		13,130,518

	August 31, 2013
	Canada $		Scandinavia $		Total $
Current assets		5,518,107		222,371		5,740,478
Investment		24,805		-		24,805
Property, plant and equipment		-		175,485		175,485
Exploration and evaluation assets		-		7,883,939		7,883,939
Bond deposit		-		31,646		31,646
		5,542,912		8,313,441		13,856,353

11. Financial Instruments and Risk Management

Categories of Financial Assets and Financial Liabilities

Financial assets are classified into one of the following four categories:  FVTPL; held-to-maturity investments; loans and receivables; and available-for-sale.  Financial liabilities are classified as FVTPL or other temporary liabilities.  The carrying values of the Company’s financial instruments are classified into the following categories:

Financial Instrument	Category	November 30, 2013 $			August 31, 2013 $
Cash	FVTPL		4,412,395			5,601,492
Investment	Available-for-sale		12,798			24,805
Amounts receivable	Loans and receivables		25,214			13,444
Accounts payable and accrued liabilities	Other liabilities		(520,871	)		(645,492	)

The Company’s financial instruments recorded at fair value require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

               Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

Page 19

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

11. Financial Instruments and Risk Management (continued)

               Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1.  Prices in Level 2 are either directly or indirectly observable as of the reporting date.  Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the market place.

               Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

The recorded amounts for amounts receivable and accounts payable and accrued liabilities approximate their fair value due to their short-term nature.  The Company’s cash and investment under the fair value hierarchy are measured using Level 1 inputs.

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

Credit Risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations.  The Company’s credit risk is primarily attributable to cash and amounts receivable.  Management believes that the credit risk concentration with respect to financial instruments included in cash and amounts receivable is remote.

Liquidity Risk

Liquidity risk is the risk that the Company will not have the resources to meet its obligations as they fall due.  The Company manages this risk by closely monitoring cash forecasts and managing resources to ensure that it will have sufficient liquidity to meet its obligations.  All of the Company’s financial liabilities are classified as current and are anticipated to mature within the next fiscal period.  The following table is based on the contractual maturity dates of financial assets and the earliest date on which the Company can be required to settle financial liabilities.

	Contractual Maturity Analysis at November 30, 2013
	Less than 3 Months $			3 - 12 Months $		1 - 5 Years $		Over 5 Years $		Total $
Cash		4,412,395			-		-		-		4,412,395
Investment		-			-		12,798		-		12,798
Amounts receivable		25,214			-		-		-		25,214
Accounts payable and      accrued liabilities		(520,871	)		-		-		-		(520,871	)

	Contractual Maturity Analysis at August 31, 2013
	Less than 3 Months $			3 - 12 Months $		1 - 5 Years $		Over 5 Years $		Total $
Cash		5,601,492			-		-		-		5,601,492
Investment		-			-		24,805		-		24,805
Amounts receivable		13,444			-		-		-		13,444
Accounts payable and      accrued liabilities		(645,492	)		-		-		-		(645,492	)

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.  These fluctuations may be significant.

Page 20

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

11.           Financial Instruments and Risk Management (continued)

(a) Interest Rate Risk

The Company is exposed to interest rate risk to the extent that the cash bears floating rates of interest.  The interest rate risk on cash and on the Company’s obligations are not considered significant.

(b) Foreign Currency Risk

The Company’s functional currency is the Canadian dollar and major transactions are transacted in Canadian Dollars and Swedish Kronors (“SEK”).  The Company maintains SEK bank accounts in Sweden to support the cash needs of its foreign operation.  Management believes the foreign exchange risk related to currency conversions are minimal and therefore does not hedge its foreign exchange risk.  At November 30, 2013, 1 Canadian Dollar was equal to 6.19 SEK.

Balances are as follows:

	Swedish Kronors			CDN $ Equivalent
Cash		720,676			116,426
Amounts receivable		423,947			68,489
Accounts payable and accrued liabilities		(1,714,677	)		(277,008	)
		(570,054	)		(92,093	)

Based on the net exposures as of November 30, 2013 and assuming that all other variables remain constant, a 10% fluctuation on the Canadian Dollar against the SEK would result in the Company’s net loss to be approximately $8,000 higher (or lower).

Capital Management

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties.  The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.  The Company defines capital that it manages as share capital, cash and cash equivalents and short-term investments.  The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.  Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

12.           Supplemental Cash Flow Information

During the three months ended November 30, 2013 and 2012 non-cash activities were conducted by the Company as follows:

	2013 $		2012 $
Operating activity
Increase in accounts payable and accrued liabilities	147,023		123,747
Financing activity
Issuance of common shares	51,500		-
Investing activity
Additions to exploration and evaluation assets	(198,523	)	(123,747	)

Page 21

TASMAN METALS LTD.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

(Unaudited - Expressed in Canadian Dollars)

13.           Event after the Reporting Period

Subsequent to November 30, 2013 share options to acquire 1,011,500 common shares with exercise prices ranging from $1.40 to $3.45 per share expired without exercise.

Page 22

EX-99.2

EXHIBIT 99.2

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

TASMAN METALS LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2013

This discussion and analysis of financial position and results of operation is prepared as at January 10, 2014 and should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended November 30, 2013 of Tasman Metals Ltd. (“Tasman” or “the Company”).  The following disclosure and associated financial statements are presented in accordance with International Financial Reporting Standards (“IFRS”).  Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis (“MD&A”) are quoted in Canadian dollars.

Forward Looking Statements

Certain information included in this discussion may constitute forward-looking statements.  Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: (i) the registration of the concessions comprising the various rare earth elements (“REE”) projects; (ii) the market and future price of commodities; (iii) the timing, cost and success of future exploration activities, including, but not limited to, the Company’s proposed work programs; (iv) currency fluctuations; (v) requirements for additional capital; and (vi) changes in mineral resource estimates.  Forward-looking statements are based on current expectations and entail various risks and uncertainties.  These risks and uncertainties could cause or contribute to actual results that are materially different than those expressed or implied.  The Company disclaims any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Historical results of operations and trends that may be inferred from this MD&A may not necessarily indicate future results from operations.  In particular, the current state of the global securities markets may cause significant reductions in the price of the Company’s securities and render it difficult or impossible for the Company to raise the funds necessary to continue operations.

All of the Company’s public disclosure filings, including its most recent management information circular, Form 20-F (in lieu of an Annual Information Form), material change reports, press releases and other information, may be accessed via www.sedar.com or the Company’s website at www.tasmanmetals.com and readers are urged to review these materials, including the technical reports filed with respect to the Company’s mineral properties.

Company Overview

The Company was incorporated under the laws of the Province of British Columbia on August 27, 2007.  On October 22, 2009 the Company completed a statutory amalgamation with Lumex Capital Corp. and Ausex Capital Corp. and the surviving corporation continued under the name of Tasman Metals Ltd.  On November 3, 2009 the Company commenced trading on the TSX Venture Exchange (“TSXV”) under the symbol “TSM”.  On December 2, 2011 the Company commenced trading on the NYSE MKT (formerly the NYSE AMEX) under the symbol “TAS”.

The Company is a junior resource company engaged in the acquisition and exploration of unproven REE and holds interests in iron ore properties in Scandinavia and is considered a development stage company.  As at November 30, 2013 the Company has not earned any production revenue, nor found proved reserves on any of its mineral interests.

The Company’s main focus continues to be the exploration and assessment of the Company’s Norra Kärr property.  In July 2013 the Company filed a revised preliminary economic assessment (“PEA”) of Norra Kärr.  See also “Exploration Projects - REE Projects, Sweden, Norra Kärr” in this MD&A.

On August 28, 2013 the Company filed a preliminary base shelf prospectus and F-3 Registration Statement under which the Company may issue from time to time, any combination of common shares, warrants to purchase common shares or units, up to an initial offering price of $25,000,000 during a 25 month period.  On October 1, 2013 the base shelf prospectus and F-3 Registration Statement were declared effective.

-1-

The Company has prepared a budget of approximately $3,056,000 for the fiscal year ended August 31, 2014.  The budget covers $2,500,000 for ongoing levels of corporate and general field administration and overheads and $556,000 for limited exploration, metallurgy and permitting activities on the Norra Kärr property.  The Company has sufficient financial resources to meet these costs.  Subject to additional financings the Company intends to consider commissioning a pre-feasibility study on the Norra Kärr property at an estimated cost of $2,300,000.  The budget and requisite financings does not anticipate any changes which may occur from a completion of any potential merger of Tasman and Flinders Resources Limited (“Flinders”), as discussed below.

See also “Financial Condition / Capital Resources” in this MD&A.

Potential Merger of Tasman and Flinders

On December 31, 2013 the Company and Flinders announced that they had initiated preliminary negotiations with regard to a potential merger of the two companies (the “Potential Merger”).  Under the terms being considered, Tasman may acquire all of the outstanding common shares of Flinders for consideration of common shares of Tasman based on a yet to be determined share exchange ratio (the “Ratio”).

The Boards of Tasman and Flinders believe the project portfolios of the two companies to be complementary, with both companies focussed on the supply of critical materials to traditional and high growth sectors of European industry.  Tasman’s primary focus is the Norra Kärr, with additional work underway on the nearby Yxsjöberg tungsten project, historically northern Europe’s largest tungsten producer.  Flinders is developing the Woxna flake graphite deposit in central Sweden (the “Woxna Project”), which is on target to be one of the first projects in the junior graphite industry to begin production, scheduled for the 3rd quarter 2014.

Within Europe, there is a substantial degree of overlap between the industrial consumers of REE’s, tungsten and graphite and all three materials are considered “critical” by the European Commission under the Department of Enterprise and Industry’s “Raw Materials Initiative”.  The Boards of Tasman and Flinders believe a merged entity will provide a larger market presence, provide operational efficiency, and deliver a much stronger voice in the global critical metals sphere.  Furthermore, the combined company may have greater liquidity and, given Tasman’s US listing, may generate interest from institutions looking to gain long term exposure to a range of critical metals.

The Potential Merger is subject to a range of conditions, including, but not limited to, an agreement between Flinders and Tasman on the appropriate Ratio based on the guidance of their respective financial advisors, and Tasman and Flinders entering into a binding definitive agreement containing customary terms, including representations and warranties, as are standard in a transaction of this nature.  In the event that a definitive agreement is entered into between the parties, the closing of a Potential Merger will be subject to additional conditions precedent including, but not limited to, shareholder, regulatory and court approvals, and other consents and requirements as are required by applicable governing laws and stock exchange policies.

Nick DeMare is an officer and director of both Tasman and Flinders.  Mark Saxon is an officer and director of Tasman and a director of Flinders.  Michael Hudson and Robert Atkinson are directors of Tasman and Flinders.  Mariana Bermudez is an officer of Tasman and Flinders.

There is no obligation on the part of either Tasman or Flinders to consummate a transaction relating to a Potential Merger or to enter into a definitive agreement.  No definitive agreement has been reached between Tasman and Flinders and there can be no assurances that any transaction relating to a Potential Merger or otherwise will result, or as to the terms thereof.

Exploration Projects

As of the date of this MD&A the Company is the 100% owner of 22 exploration claims or claim applications and 1 mining lease for strategic metals, in Sweden and Finland, and the owner of a 25% interest in four iron ore exploration claims in the Kiruna district of Sweden.  Furthermore, Tasman holds a 100% interest in seven exploration claims for tungsten which are awaiting transfer to Tasman by the Swedish Mining Inspectorate (Bergsstaten).

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REE Projects

Sweden

Tasman holds 15 exploration claims and one mining lease in Sweden considered prospective for REEs.  Sweden is the home of REEs, many of which were first discovered in a quarry in the village of Ytterby, near Stockholm.  REE consumption is growing, being essential in the production of hybrid/electric cars, solar panels, wind turbines, compact florescent lighting, high-energy magnets, mobile phones and computers.  Tasman is well placed as the European Union is actively supporting policies to promote the domestic supply of REEs to secure high-tech industry.

As announced July 2013, Tasman’s wholly owned Swedish subsidiary (Tasman Metals AB) has been selected as a key mining industry partner in the recently launched EURARE project.  EURARE is a research project co-funded by the European Commission under the Seventh Framework Programme of the European Community for Research, Technological Development and Demonstration Activities (Grant Agreement NMP2-LA-2012-309373).  Following the rare earth element (REE) supply crisis of 2010 and 2011, the EURARE project was initiated collaboratively by European research and industry, with the aim to “develop a sustainable exploitation scheme for Europe’s rare earth ore deposits”.  EURARE brings together the partners required for a complete European REE supply chain.  The impressive consortium includes university-affiliated research groups, geological surveys, metallurgical equipment manufacturers, environment management groups and REE consumers.

On the potential REE supply side, 4 European deposits were selected to be part of the EURARE consortium and advance into full pilot scale technology demonstration.  Tasman’s Norra Kärr project is one of these 4 deposits.  Furthermore, lab scale research on Tasman’s Olserum deposit will also be conducted under the project.  Tasman’s Swedish REE deposits can present attractive supply options for European Union REE consumers, as they are enriched in the high-value heavy REE’s, lie close to established infrastructure and are within an active mining jurisdiction.  The EURARE project will receive a total of up to €9 million over a period of 5 years, to be directed towards “Work Packages” that range from deposit scale assessment to REE metal and alloy production.  Tasman shall receive direct funding of approximately €250,000 (CA$340,000) plus additional indirect funding applied to all phases of metallurgical research including beneficiation, REE separation and metal production.

Norra Kärr

Norra Kärr is located in southern Sweden, 300km SW of Stockholm and lies in farming and forestry land, well serviced by power, road, water and a local skilled community.

Norra Kärr is a zirconium and rare earth element enriched peralkaline (agpaitic) nepheline syenite intrusion which covers 350m x 1200m in area.  The deepest extents of the mineralized intrusion have not been delineated, but exceed 320m.  The rock units comprising the Norra Kärr intrusion are uncommon on a global scale, and include mineral phases that are comprised of or associated with REE’s, Zr, Nb, Y and Hf.  The most abundant intrusion present is grännaite, a medium grained syenite consisting of alkali feldspar, nepheline, aegirine, natrolite, eudialyte and catapleite.  Lesser units include lakarpite (arfvedsonite-albite nepheline syenite), pulaskite (microcline-arfvedsonite­albite nepheline syenite) and kaxtorpite (eckermannite-microcline-aegirine-pectolite-nepheline syenite).  Intervals of irregular coarse grained pegmatite schlieren with equivalent mineralogy to the grännaite are also commonly developed.

The first phase drill program by Tasman at Norra Kärr commenced in mid-December 2009 and comprised 26 holes.  This first successful program was followed by two further phases for a total of 49 drill holes.  A fourth phase of drilling was commenced in early 2012, which infilled drilling to 50m sections, and a total of 121 holes have now been completed.

In March 2012 Tasman announced the positive technical and financial results achieved from the PEA of Norra Kärr.  Following a review by the British Columbia Securities Commission a revised PEA was completed and submitted in July 2013.  The conclusions reached in the amended technical reports have not varied from those disclosed in the previously filed PEA.  The PEA for Norra Kärr was completed by independent mining consultants Pincock, Allen & Holt (“PAH”) of Denver, Colorado (subsequently renamed RungePincockMinarco).  Metallurgical process design was completed by Mr. John Litz of JE Litz and Associates, Colorado, on the basis of data provided from process testing of Norra Kärr mineralization completed by SGS Canada Inc. (“SGS”) in Lakefield, Canada, and the Geological Survey of Finland (“GTK”) in Outokumpu, Finland.

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The July 2013 PEA financial highlights included:

·       $1,465 million after-tax net present value (“NPV”) at 8% discount rate.

·       45.6% after-tax internal rate of return (“IRR”).

·       After-tax payback period of 2.5 years.

·       $10.9 billion in revenue over the 40 year life of mine.

·       Initial capital expenditures of $266 million (including contingency of $42.8 million).

·       Average annual operating expenses of $74.3 million or $10.93 per kg of mixed total rare earth oxide (“TREO”) concentrate.

·       Conservative basket price of US $51 per kg.

The project is proximal to road, rail, power and operating ports, plus skilled personnel, minimizing the need for offsite infrastructure to be built by the Company.  Development of the project will occur as an open pit mine, with crushing, grinding, beneficiation and mineral dissolution occurring in the immediate vicinity of the pit.  High purity precipitates of a mixed rare earth carbonate concentrate and a zirconium carbonate concentrate will be produced.

A summary of the operating assumptions for Norra Kärr can be found in Table 1 below:

Table 1: Norra Kärr Project, Annual Operating Summary

	Units	Year 1	Year 2	Year 3-20 (avg)	Year 21-40 (avg)
Total Tonnes mined (ore+waste)	Mt	2.91	2.54	2.82	2.58
Strip Ratio	Waste : Ore	2.86	1.24	0.87	0.75
Tonnes processed	Mt	752	1,133	1,504	1,458
Grade TREO	%	0.53	0.56	0.58	0.60
Grade ZrO2	%	1.61	1.60	1.64	1.77
Recovery TREO	%	80%	80%	80%	80%
Recovery ZrO2	%	60%	60%	60%	60%
Mixed TREO concentrate	Tonnes	3,165	5,067	6,946	7,004
Zirconium Carbonate concentrate	Tonnes	7,260	10,893	14,831	15,492

For the purposes of the PEA and following a supply and demand study of the heavy REE market, PAH was requested to optimize the resource and pit that would allow for the production 6,000 - 7,000 tonnes of separated rare earth oxides per annum over an initial mine life of 20 years.  This production rate was chosen due the globally significant output of the heavy REE’s dysprosium, yttrium and terbium that will be produced from Norra Kärr under this scenario.

Using this production rate and duration guidance provided by Tasman, PAH produced a Whittle pit model to estimate the in-pit Canadian Institute of Mines (CIM) compliant Mineral Resource as provided in Table 2.

Table 2: Norra Kärr Project, “CIM” Compliant March 2012 “In-Pit” Mineral Resource1 Estimate

Classification	Tonnes Mt	TREO %	LREO %	HREO %	HREO/TREO %	ZrO2 %	Tonnes of Contained TREO
Indicated	41.6	0.57	0.28	0.29	50.8	1.71	237,120
Inferred	16.5	0.64	0.33	0.31	48.4	1.70	105,600

Notes:

1.   Mineral resources that are not mineral reserves do not have demonstrated economic viability.  The PEA includes inferred mineral resources which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves.  There is no certainty that the results projected in the PEA will be realized and actual results may vary substantially.

2.   TREO includes: La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3.

3.   Heavy Rare Earth Oxides (“HREO”) includes: Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3.

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4.   “In-pit” Mineral Resources were estimated using the Whittle pit optimization software and preliminary economic parameters for commodity prices, metal recoveries and current operating expenses as presented in the PEA.

5.   Mineral Resources are reported at a marginal cutoff grade of 0.17% TREO.

6.    Resource estimate assumes mining recovery 95%, dilution 5%.

Samples submitted by Tasman used with the resource calculation quoted above were analyzed by the ME-MS81 technique by ALS Chemex Ltd’s laboratories in Pitea, Sweden and Vancouver, Canada, where duplicates, repeats, blanks and known standards were inserted according to standard industry practice.  Where over-range for ME-MS81, Zr was determined using the ME-XRF10 technique.  The qualified person for the Company’s exploration projects, Mark Saxon, President and Chief Executive Officer of Tasman and a member of the Australasian Institute of Mining and Metallurgy and Australian Institute of Geoscientists oversaw this data collection.  Metallurgical products produced during research by the GTK were analyzed by the XRF technique in the laboratories of Labtium Oy in Finland.  Labtium Oy is an independent consulting laboratory, fully accredited to industry standards.

During July 2012 Tasman submitted an application for a Mining Lease (“ML”) covering Norra Kärr.  In May 2013 the Swedish Mining Inspectorate (Bergsstaten) granted the Norra Kärr ML to Tasman.  A granted ML under the Swedish Mining Act is valid for 25 years, when it is available for renewal.  The application documents for the ML were prepared by independent consulting group Golder Associates AB and documented the extensive environmental, archeological and social impact data that was collected by consultants and assessed by the Swedish Mining Inspectorate for the granting of the ML.  Tasman has been advised that the ML granted by the Swedish Mining Inspectorate (Bergsstaten) is currently under appeal from certain stakeholders.  The nature of the appeal shall determine the duration of the appeal process which may take up to twelve months.  The ML remains in full effect.

In November 2012 Tasman reported on optimization results from expanded metallurgical testing at Norra Kärr.  Test work was completed in Germany by ANZAPLAN (DORFNER Analysenzentrum und Anlagenplanungs-gesellschaft mbH).

Highlights of this work included:

·       High recovery of REE in a low mass during combined flotation - magnetic separation tests, including 82.5% yttrium oxide (Y2O3) and 76.9% TREO recovered in only 25.2% of the original mass;

·       High recovery of REE in magnetic separation tests on three major mineralized material types from Norra Kärr;

·       Eudialyte confirmed as the only REE-bearing mineral present in more than trace abundance in all mineralized material types;

·       All major mineralized material types shown to be mineralogically indistinguishable when ground to 500 micron, suggesting geological variation across the mineralized material body is unlikely to affect processing behavior;

·       Flotation test work very successful in separating aegirine from eudialyte using commercial reagent;

·       Low-iron nepheline/feldspar fraction identified as potential by-product;

Three bulk samples totaling approximately 1.2 tonnes were supplied to ANZAPLAN, representing the two major (PGT, GTM) and one minor mineralized material type (GTC) that comprise the Norra Kärr resource.  Each sample was composited from drill core collected across the deposit, and is considered very representative.  All previous metallurgical testing was performed on blended material combining all mineralized material types.  Mineralogical character and metallurgical behavior of each mineralized material type was tested, to constrain future processing considerations.  Geochemical character of each mineralized material type based on drilling information is given in Table 3.

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Table 3:  Summary of Principal Mineralized Material Type Geochemistry from Average Drilling Data

			TREO%	HREO/ TREO%	ZrO2%	Dy2O3 ppm	Y2O3 ppm	Tb2O3 ppm	Nd2O3 ppm
PGT		Pegmatitic Grennaite	0.614	54.7%	2.00	289	2300	42	662
GTM		Migmatitic Grennite	0.490	45.0%	1.52	184	1506	27	563
GTC		Grennaite	0.261	63.5%	1.33	152	1056	20	233
	TREO = sum of La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3,                 Y2O3; HREO = sum of Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3; Most significant REO’s by % are Y2O3, La2O3, Ce2O3, Nd2O3, Dy2O3

Mineral Concentrate Tests

A range of mineral concentrate preparation tests were run by ANZAPLAN, based on the previously reported results achieved by the GTK in 2011.  The aim was to produce a mineral concentrate containing most or all of the eudialyte (so achieving high recovery), while discarding most of the un-mineralized gangue material (so achieving low sample mass).  Tests were run in parallel on the different mineralized material types, however no significant variation in results by mineralized material type were observed.  While magnetic separation and flotation were the focus of research, gravity, electrostatic and centrifuge methods were also applied, each of which achieved only poor eudialyte separation.

Magnetic Separation

Due to the paramagnetic behavior of eudialyte, magnetic separation performed very well under non-optimized conditions.  Numerous tests were completed which demonstrated the excellent magnetic extractability of both eudialyte and a common iron-bearing mineral aegirine.  Review of external publications suggest aegirine is not soluble under the acid conditions considered for hydrometallurgical processing of Norra Kärr mineralized material, and shall therefore be inert in a REE-leach circuit.  Example recoveries achieved with single pass (not re-circulated) WHIMS (wet high intensity magnetic separation) using the -100 micron fraction of representative Nora Kärr mineralized material are provided in Table 4.

Table 4:  Recovery Associated With Magnetic Separation.

	Mass	TREO Recovery	ZrO2 Recovery	Fe2O3 Recovery
-100/+20 micron fraction	53 %	97 %	71%	99 %
-20 micron fraction	23 %	80 %	41%	91 %

Flotation

Extensive flotation testing was also completed by ANZAPLAN.  While eudialyte does not appear amenable to efficient direct flotation, a commercially available flotation reagent at near-neutral pH was shown to be extremely effective in the selective removal of aegirine from eudialyte.

Aegirine is three times more abundant than eudialyte in typical mineralized material samples, therefore its removal greatly reduces the mass of the magnetic fraction.  Non-optimized test results indicate that approximately two thirds of the aegirine can be removed from the crushed sample prior to magnetic separation at a TREO recovery of 88%.  Removal of this material prior to magnetic separation significantly improves quality of the eudialyte concentrate, with only a small loss of REE.

Combined Flotation and Magnetic Separation

Furthermore, ANZAPLAN has tested various scenarios combining flotation and magnetic separation.  One such combination proved extremely effective, where recovery for the total process was 82.2% of the yttrium oxide (Y2O3), 76.9% of the TREO and 49.7% ZrO2 in only 25.2% of the mineral mass.  Recovery of other heavy REE’s (Eu, Gd, Tb, Dy, Ho, Er, Tm, Yb, Lu) mirrors the recovery of Y2O3 in flotation and magnetic separation tests.

Tasman has now passed the research and process optimization role to the internal laboratories of magnetic separation equipment manufacturers.  This engagement ensures that recovery is optimized, and that the mine-scale equipment requirements of the Norra Kärr project are well understood by equipment manufacturers.

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In March 2013, Tasman announced that the Company engaged ANSTO Minerals of Australia (ANSTO) to support the next stage of Tasman's hydrometallurgical testing program on Norra Kärr.  ANSTO is an Australian government owned research institution, widely acknowledged as the industry leader in all facets of REE mineral leaching, solution purification and precipitation. ANSTO has operated numerous large scale pilot and demonstration plants for REE.

ANSTO shall execute a series of leaching tests, extending and refining those completed to date by other laboratories. REE recoveries exceeding 80% have been achieved during previous tests using sulfuric acid under atmospheric temperature and pressure conditions.  This leach test program is designed to maximize the recovery of the heavy REE's, reduce acid consumption, and constrain all remaining leaching variables.  ANSTO has been provided with mineral concentrate prepared by Germany's ANZAPLAN.  The concentrate sample was prepared from drill core collected across the Norra Kärr deposit and is considered representative.  Results from this testwork will be reported as they become available.

Tasman has completed comminution (crushing and grinding) studies to characterize Norra Kärr mineralized material.  Work undertaken by Wardell Armstrong International in Truro, UK, showed milling conditions lay within a normal processing range.  These comminution results will enable the design of the crushing and grinding circuits.

In July 2013, the Company announced the granting of a permit to extract a large surface sample for expanded metallurgical testing.  The permit allows for the extraction of 200 cubic metres of rock (approximately 500 tonnes) from selected locations that represent the Norra Kärr deposit.  The permit was granted by Länsstyrelsen Östergötland (County Administration Board of Östergötland), the Swedish government agency that manages land use in the region of Norra Kärr.

Olserum

On October 13, 2011 Tasman announced the acquisition of a 100% interest in a new heavy rare earth element project in southern Sweden, located only 100km east of the Company’s flagship Norra Kärr project.  The Olserum project was purchased outright from a private UK registered company, Norrsken Energy Limited, for a total consideration of 37,746 fully paid shares in Tasman.

Olserum is located approximately 10km from the Baltic coast, 30km north of the town of Västervik and 200km SSW of Stockholm.  The project is secured by a granted exploration claim 1,100 Ha in size, and five surrounding exploration claim applications 5,160 Ha in size.

The REE potential of the Olserum region was first identified by the Swedish Geological Survey (“SGU”) in the early 1990’s, when a number of REE anomalous samples were collected and assayed from several locations.  The presence of yttrium (“Y”) enriched outcrops associated with historic iron ore prospects was noted.  In 2003 the Swedish exploration company IGE claimed the area, concentrating on the iron ore workings at Olserum.  During 2004 and 2005 a total of 27 diamond drill holes were drilled by IGE, 24 of which targeted the REE potential.

Drilling discovered an REE mineralized zone 600m in length and up to 100m wide.  Drilling was performed on 40m spaced profiles with typically two holes on each profile.  Drilling results included:

Table 5:  Historical Drilling Results, Olserum

DRILL HOLE	FROM	TO	LENGTH (metres)	TREO (%)	HREO/TREO (%)
OL0401	55.3	69.9	14.6	1.38	37.8
OL0403	86.3	116.5	30.2	0.55	37.7
OL0510	102.8	121.3	18.5	1.02	34.5
OL0511	30.3	64.5	34.2	0.86	15.7
OL0513	112.9	146.9	34.0	0.81	37.6
OL0513	173.9	264.1	90.2	0.63	29.0
OL0516	56.4	66.4	10.0	1.07	45.6
OL0521	126.9	137.9	11.0	0.91	32.1

TREO = sum of La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3,

  Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3;

HREO = sum of Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3;

Most significant REO’s by % are Y2O3, La2O3, Ce2O3, Nd2O3, Dy2O3

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In late 2012, Tasman completed a 5 hole program completed at Olserum.  Five holes were drilled that totalled 997.0m to confirm previous drilling results and infill untested sections.  All holes intersected significant REE mineralization.  Best results returned from holes OLR12001 through OLR12005 are provided in Table 6:

Table 6:  Drilling Results from Tasman 2012 Program, Olserum

DRILL HOLE	FROM	TO	LENGTH (metres)	TREO (%)	HREO/TREO (%)	EASTING	NORTHING	AZIMUTH (deg)	DIP (deg)
OLR12001	59.7	157.9	98.2	0.60%	36.3%	580072	6423831	209	- 46
Including	59.7	85.95	25.3	1.02%	42.3%
OLR12002	83.1	225.3	142.2	0.65%	26.6%	580127	6423833	195	- 55
Including	132.4	169.5	37.1	1.00%	22.9%
OLR12003	117.0	250.6	133.6	0.52%	42.1%	580083	6423863	207	- 61
Including	190.1	203.0	12.9	1.14%	42.6%
OLR12004	47.9	178.9	131.0	0.49%	44.7%	579995	6423857	205	- 55
Including	118.7	135.7	17.0	1.01%	47.3%
OLR12005	52.8	121.6	68.8	0.39%	24.7%	580145	6423705	19	- 43
Including	75.3	107.4	32.1	0.52%	27.3%
TREO = sum of La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3,                 Y2O3; HREO = sum of Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3; Most significant REO’s by % are Y2O3, La2O3, Ce2O3, Nd2O3, Dy2O3 EASTING, NORTHING provided in SWEREF99TM coordinate system

The Technical University of Freiberg (TU Bergakademie Frieberg) in Germany undertook petrological, MLA and microprobe research to identify REE bearing minerals within 18 samples taken from Olserum drill core.  Mineralogy was determined to be simple, with coarse to fine grained xenotime, monazite and rare apatite recognized as the host to all significant REE’s.

Using all available drilling data, the first CIM compliant independent resource estimate for Olserum was published in February 2013.  The resource estimate was prepared by consulting geologists at ReedLeyton Consulting Pty Ltd following site visits, core sampling and geological modeling.  Following a review by the BCSC a revised resource estimate was completed and submitted in July 2013.  The conclusions reached in the amended technical report have not varied from those disclosed in the previously filed report.  Along with Norra Kärr, Olserum is the second of Tasman's resource-stage REE projects.

Mineral Resources were modelled applying six different TREO cut-off grades, with a base-case resource estimated using a TREO cut-off of 0.4% (Tables 7 and 8).  At this cut-off, Olserum hosts an Indicated Mineral Resource of 4.5 million tonnes grading 0.60% TREO and an Inferred Mineral Resource of 3.3 million tonnes grading 0.63% TREO, both with 34% of the TREO being the higher value HREO.  Table 9 and 10 provide the grade averages for rare earth oxides at the various cut-offs.

Table 7: Indicated Resource Estimate for the Olserum Deposit.

TREO % Cut-off	Million Tonnes	TREO %	% of HREO in TREO	Dy2O3 ppm	Y2O3  ppm	Nd2O3 ppm	Tonnes of Contained TREO
0.7	1.0	0.89	32.3	292	1800	1314	8,620
0.6	1.7	0.78	32.9	262	1610	1146	13,360
0.5	3.0	0.68	33.3	232	1420	996	20,650
0.4	4.5	0.60	33.9	209	1283	878	27,260	BASE CASE
0.3	6.3	0.53	34.4	187	1146	769	33,530
0.2	7.7	0.48	34.5	0.017	1042	700	37,030

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Table 8: Inferred Resource Estimate for the Olserum Deposit.

TREO % Cut-off	Million Tonnes	TREO %	% of HREO in TREO	Dy2O3 ppm	Y2O3 ppm	Nd2O3 ppm	Tonnes of Contained TREO
0.7	0.9	0.85	31.8	288	1667	1294	7,947
0.6	1.6	0.77	32.5	264	1547	1151	12,088
0.5	2.5	0.69	33.6	242	1445	1018	16,960
0.4	3.3	0.63	33.7	222	1320	925	20,770	BASE CASE
0.3	4.2	0.57	33.9	202	1205	841	23,820
0.2	4.7	0.54	33.9	191	1134	790	25,050

Notes:

1.      TREO includes: La2O3, Ce2O3, Pr2O3, Nd2O3, Sm2O3, Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3

2.      HREO includes: Eu2O3, Gd2O3, Tb2O3, Dy2O3, Ho2O3, Er2O3, Tm2O3, Yb2O3, Lu2O3, Y2O3

3.      The calculated resource is sensitive to cut-off grade which will be influenced by metallurgical operating costs.  Bench scale metallurgical tests were completed on an Olserum composite sample by Swedish consultants Minpro AB in 2005.  Magnetic and gravity separation gave a mineral concentrate of 14% rare earth oxide in only 5% of the mass with a recovery of 59%.

4.      The mineral resource estimate was completed by Mr Geoffrey Reed, Senior Consulting Geologist of ReedLeyton Consultants Pty Ltd, and is based on geological and geochemical data supplied by Tasman, audited by Mr Reed.  Mr Reed is an independent qualified person for the purposes of NI 43-101 standards of disclosure for mineral projects of the Canadian Securities Administrators.

5.      The resource estimate has been classified as an Indicated and Inferred Resource based on the distance-space between sample data within the current deposit outline.  Variograms were obtained from a variography study of TREO, with the continuity analysis showing a reasonable fit model in the major and semi major direction for the mineralised domains.

6.      The resource estimate is based on:

§   A database of 31 'In Resource' drill holes totalling 5,297m of diamond drilling completed by Tasman and previous project owner IGE since 2004 where samples were composited on 1m lengths.  All assays by both Tasman and IGE were completed at ALS Chemex's Vancouver laboratory.

§   Specific gravity (SG) has an overall mean of 2.80 g/cc from 458 SG readings.  The mean of the mineralisation of 2.82 g/cc was used in the estimate and a mean of the host rock of 2.67 g/cc was used in the estimate

§   Block model was estimated by ordinary kriging interpolation method on blocks 5m (x) x 20m (y) x 10m (z).

§   Metallurgical test work at Olserum is in progress and no information was available at the time of this resource calculation.

In order to demonstrate that the mineralization as estimated in the block model has a reasonable expectation of being mined at some time in the foreseeable future, ReedLeyton completed a mining optimisation exercise.  As the mining concept for the Olserum Deposit is currently surface mining, Whittle® software was used to generate a conceptual pit shell.  Notwithstanding the pit optimisation exercise, it has not resulted in an engineered and operational open-pit mine design.  Operating assumptions used for the Whittle® pit shell were based on the PEA data from Tasman’s more advanced Norra Kärr REE project that lies 100km northwest of Olserum with similar grade and surface aspect.  The economic assumptions used to derive the optimised pit shell include:

·      Stripping Cost $/tonne mined $3.66

·      Mining Cost $/tonne mined $3.66

·      Processing Cost $/tonne ore $41.48

·      REO Recovery 80.0%

·      Discount to TREO Basket Price 38.0% (accounts for REO separation charge)

·      Discounted TREO Price $31.0 kg

·      5 percent mining loss, 5 percent for mining dilution

·      Exchange rate US$1 : CA$1

Overall, ReedLeyton considers these assumptions are fair for the purpose of determining reasonable prospects for economic extraction of the Olserum deposit but do not demonstrate that the mineralization is economic, since the exercise is not at the level of a PEA and does not conform to the studies required for a PEA.

The drill-defined Mineral Resource at Olserum begins at surface and is open at depth and to the east.  The resources comprise parallel bodies of mineralization, with lower grade intervening material, trending approximately east-west and dipping steeply to the north.  Host rock to mineralization is a biotite and amphibole bearing foliated quartzite, with

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veins and patches of magnetite.  It is interpreted that mineralization may represent heavy mineral sediments which have been subsequently metamorphosed and folded.

Table 9: Indicated Resource Estimate Rare Earth Oxide Grade Averages for the Olserum Deposit.

TREO % Cut-off	La2O3	Ce203	Pr203	Nd203	Sm203	Eu203	Gd203	Tb203	Dy203	Ho203	Er203	Tm203	Yb203	Lu203	Y203
0.7	0.125	0.281	0.034	0.131	0.029	0.001	0.029	0.005	0.029	0.006	0.017	0.002	0.015	0.002	0.180
0.6	0.109	0.244	0.030	0.115	0.026	0.001	0.026	0.004	0.026	0.005	0.015	0.002	0.014	0.002	0.161
0.5	0.094	0.212	0.026	0.100	0.023	0.001	0.023	0.004	0.023	0.005	0.014	0.002	0.012	0.002	0.142
0.4	0.083	0.186	0.023	0.088	0.020	0.001	0.021	0.004	0.021	0.004	0.012	0.002	0.011	0.002	0.128
0.3	0.072	0.163	0.020	0.077	0.018	0.000	0.018	0.003	0.019	0.004	0.011	0.002	0.010	0.001	0.115
0.2	0.065	0.147	0.018	0.070	0.016	0.000	0.017	0.003	0.017	0.004	0.010	0.001	0.009	0.001	0.104

Table 10: Inferred Resource Estimate Rare Earth Oxide Grade Averages for the Olserum Deposit.

TREO % Cut-off	La2O3	Ce203	Pr203	Nd203	Sm203	Eu203	Gd203	Tb203	Dy203	Ho203	Er203	Tm203	Yb203	Lu203	Y203
0.7	0.118	0.270	0.033	0.129	0.030	0.001	0.029	0.005	0.029	0.006	0.016	0.002	0.014	0.002	0.167
0.6	0.105	0.241	0.030	0.115	0.027	0.001	0.026	0.005	0.026	0.005	0.015	0.002	0.013	0.002	0.155
0.5	0.093	0.213	0.026	0.102	0.024	0.001	0.024	0.004	0.024	0.005	0.014	0.002	0.012	0.002	0.145
0.4	0.084	0.194	0.024	0.093	0.022	0.001	0.022	0.004	0.022	0.005	0.013	0.002	0.011	0.002	0.132
0.3	0.077	0.176	0.022	0.084	0.020	0.000	0.020	0.003	0.020	0.004	0.012	0.002	0.010	0.001	0.121
0.2	0.072	0.166	0.020	0.079	0.018	0.000	0.019	0.003	0.019	0.004	0.011	0.002	0.010	0.001	0.113

In August 2013, the Company announced results of the first phase of metallurgical testing on representative mineralization samples from the Olserum.  Magnetic separation and flotation tests completed by the Geological Survey of Finland (GTK) in Outokumpu produced a mineral concentrate with REE recovery in excess of 90% within a concentrate mass between 6% and 7% of the original sample.  This represents a very encouraging increase in REE grade of approximately 14 times.  A very high grade magnetite concentrate was also produced as a by-product during testing.  This metallurgical research, and the ongoing testing, was conducted and paid for under the European Commission’s EURARE research project as was press released by Tasman on July 10, 2013.

A well selected and homogenized sample of 75 kg of drill core was provided to GTK for metallurgical testing.  Core was selected from across the deposit and is believed to reflect grade and mineralogical variation well.  Following a series of grinding tests, a suitable grind size was determined to be -75 μm (P80 75 μm) which was achieved by rod mill. A testing flow sheet of low intensity magnetic separation (LIMS) followed by REE mineral flotation proved to be the most effective, for which 6 tests were performed.  In addition, direct flotation of biotite was tested but did not improve quality or grade of the REE concentrate sample.

As anticipated, the LIMS was extremely efficient in the separation of magnetite from other minerals present.  In test 8 the magnetic concentrate comprised 2.93% of the rock mass and showed a grade of Fe 65.5%, being very close to the iron content of pure magnetite.  The best REE recovery results were obtained where highest REE recovery was achieved in the lowest concentrate mass (mass pull) as described below:

Table 11: REE recovery for various tests from Olserum

Test	Concentrate Mass (Mass Pull)	Ce Recovery (%)	La Recovery (%)	Y Recovery (%)
3A	6.80%	88.4 %	88.8 %	92.7 %
3B	8.42%	89.6 %	90.1 %	93.8 %
8	5.99%	87.9 %	85.3 %	91.2 %

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Recovery data for all REE’s is not available at this time, however heavy REE recovery is anticipated to follow Y recovery due to chemical and physical similarity.  Additional testing is underway to improve the proposed flowsheet and better understand the processing behaviour of the Olserum mineralization.

Finland

In Finland, Tasman has a total of 7 claims.

No additional work has been completed during the period.  During fiscal 2013 the Company determined to proceed with the relinquishment of the Korsnäs and all other Finnish licenses.

Tungsten Projects

Sweden

As announced on October 10, 2013 Tasman secured a 100% interest in a portfolio of tungsten projects in the Bergslagen mining district of south-central Sweden.  This new tungsten portfolio includes several of the largest known tungsten occurrences in Scandinavia, including the former Yxsjöberg mine which accounts for more than 90% of the tungsten previously produced in Sweden.  The projects were purchased outright for a total consideration of 50,000 common shares in Tasman Metals Ltd and $45,000 cash.  A further 50,000 common shares are issuable upon commencement of production from any of the tungsten projects.  All projects have extensive historic information including drilling, production and metallurgical data, and are supported by excellent road, rail and power infrastructure.

Based on its economic importance and high risk of supply disruption, tungsten has been named a “critical” metal in recent British Geological Survey (BGS) and European Commission (EC) publications.  Tungsten is an essential industrial element with hundreds of end-use applications.  It has the highest melting point (3,410°C) and highest tensile strength (19.3 gms/cc) of all pure metals and is therefore highly sought after for drilling and cutting equipment (termed hardmetals), specialty steels and aerospace applications.

Today, greater than 80% of tungsten is sourced from Chinese mines, and therefore, demonstrating similar resource security challenges to rare earth elements.  Since 2008, Chinese domestic demand has exceeded its own supply, resulting in a near doubling of price for tungsten concentrate over this period, and a gradual increase in total traded volume.  Tungsten demand growth has consistently outperformed GDP growth.

The acquired tungsten projects are approximately centered on the Yxsjöberg mine where a mill and tailings dam remain on site.  Simple road access links all project areas.

Yxsjöberg

The Yxsjöberg mine is the by far largest known tungsten mineralization in Sweden, from which more than 90% of all tungsten produced in the country emanates.  The deposit is of a skarn-hosted tungsten-copper-beryllium–fluorite style consisting of three ore bodies (Kvarnåsen, Nävergruvan, Finngruvan) which lie in the same folded, skarn altered limestone horizon.  Earliest records of mining date back to 1728 and small scale mining for copper continued intermittently until the 19th century.  The tungsten mineral scheelite (CaWO4) was first identified in 1862 and the earliest recorded production of tungsten from 1918. A new concentrator was built in 1937, and a roasting furnace and gravity separator added in 1951.  A circuit for the production of fluorite concentrate was added in 1956.  Fluorite remains a potential by-product to any future operation.

The price of tungsten fell in the early 1960’s, and the mine was closed in 1963 and subsequently allowed to flood.  By the end of the 1960’s however, the tungsten price had recovered and interest was renewed.  In 1969 the Swedish State-owned mining company AB Statsgruvor acquired the mine and constructed a new concentrator and head frame.  This new plant began with gravity separation, but was converted to selective flotation in 1977.  The mine and plant were closed again in 1989 due to low tungsten prices, when the deepest levels of the mine had reached approximately 600m.  A total of more than 5 million tonnes of ore averaging approximately 0.35% WO3 (with additional copper and fluorite) were extracted during the life of the Yxsjöberg mine.  Significant mineralization remained in situ at the final closure in 1989.

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Apart from remediation and environmental management, the plant has largely been left untouched since the closure of the mine, as have two large tailings dams estimated to contain a total of 4.6 million metric tonnes of material.

Wigström (15 km SE of Yxsjöberg)

The historic tungsten mine of Wigströmsgruvan fed ore to the nearby Yxsjöberg mine mill.  Scheelite (CaWO3) and fluorite (CaF2) mineralization occur in garnet-diopside skarn within mafic metavolcanics.  Approximately 0.13 million tonnes of ore with 0.28% WO3 was mined and transported to Yxsjöberg between the years 1978-1981.  Mineralization is documented to remain open along strike and at depth at the time of the mine closure.

Sandudden (7 km NE of Yxsjöberg)

The Sandudden deposit was tested by more than 30 drill holes between 1978 and 1979 by AB Statsgruvor.  In 1979 test mining and processing of approximately 17,000 tonnes with 0.22% WO3 was completed.  The mineralization is scheelite-fluorite with similar characteristics to Wigströmsgruvan and Yxsjöberg.  A small resource was estimated in 1979.

Gensgruvan (25 km N of Yxsjöberg)

The small Gensgruvan tungsten mine operated briefly in the 1940’s.  Production figures from 1944 record 1,600 tonnes of ore were mined with an average grade of 0.3% WO3.  A second mine was also operated, named Molybdengruvan, with grades of 0.34% WO3.  Geological mapping at the time discovered numerous outcrops containing scheelite mineralization which remain untested, along with a large number of mineralized boulders the source of which remains unknown.  Outcrops with grades similar Molybdengruvan mine have been recorded.

Gussarvet (70 km NE of Yxsjöberg)

A 15 hole diamond drill program was completed at Gussarvet in the early 1980’s.  Results included GAH06 which intersected high grades of tungsten including 7.75 m at 0.64% WO3 and 31.3 m grading 0.37% WO3.  The tungsten mineralization occurs in skarn and epidote-quartzite associated within a 100m wide NE-SW trending carbonate horizon.

Gustavsberg (50 km SE of Yxsjöberg)

Several old iron mines are located within the Gustavsberg claim area.  The iron lodes were documented to have an adjacent skarn alteration zone containing copper and tungsten mineralization.  Mine geologists reported discoveries of “up to football-sized patches of scheelite” in the footwall skarn.  No modern exploration for tungsten has been conducted in the area although prospectors have reported scheelite in the remnant waste dumps.

Tasman is currently compiling historic data for this tungsten portfolio.

Iron Projects

Tasman retains a 25% interest in four claims following the joint venture of iron ore projects to an Australian Stock Exchange listed company.  In addition, Tasman retains a 2% net smelter royalty on two claims following the sale of iron ore projects to a London Stock Exchange listed company.

2014 Exploration Budget

The Company’s 2014 fiscal year exploration program has focused on the expanded metallurgical testing programs as the Company continues with the optimization studies on how to most efficiently process the material from Norra Kärr.  The Company will also conduct further environmental baseline studies and collect data for mine permitting plus general site works.  The Company has budgeted $445,000 for metallurgical research which includes further assay costs, $86,000 for environmental and permitting and $25,000 for general site work.

The Company is not incurring significant costs on the Olserum project and does not intend to incur significant costs until a further financing is completed.  The Company is, however, continuing with certain costs mainly through

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continued metallurgical research, which costs are being largely funded through the Company’s participation in a European Union funding initiative studying supply of critical materials.

The exploration budget may change pending any future financings and/or impact of the Potential Merger.

Qualified Person

The qualified person for Tasman’s projects, Mr. Mark Saxon, the Company’s President and Chief Executive Officer, a Fellow of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists, has reviewed and verified the contents of this document.

Selected Financial Data

During fiscal 2013 the Company changed its accounting policy with respect to exploration and evaluation expenditures.  In prior years the Company’s policy was to expense mineral exploration and development costs as incurred until such time as either mineral reserves are proven or permits to operate the mineral resource property are received and financing to complete the development are obtained.  The Company has elected to change this accounting policy to now capitalize by property all costs relating to the exploration and evaluation of mineral properties classified as exploration and evaluation assets, effective with the presentation of these consolidated financial statements, on a retrospective basis.

The following selected financial information is derived from the unaudited condensed consolidated interim financial statements of the Company prepared in accordance with IFRS and the change in accounting policy.

	Fiscal 2014	Fiscal 2013				Fiscal 2012
Three Months Ended	Nov. 30, 2013 $	Aug. 31, 2013 $	May 31, 2013 $	Feb. 28, 2013 $	Nov. 30, 2012 $	Aug. 31, 2012 $	May 31, 2012 $	Feb. 29, 2012 $
Operations:
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Expenses	(766,824)	(679,723)	(576,014)	(635,742)	(1,202,291)	(484,837)	(1,198,315)	(3,602,958)
Other items	10,917	(462,602)	22,139	35,566	17,425	34,943	27,199	22,381
Net loss before deferred      income tax	(755,907)	(1,142,325)	(553,875)	(600,176)	(1,184,866)	(449,894)	(1,171,116)	(3,580,577)
Deferred income tax	Nil	Nil	Nil	Nil	Nil	9,254	(3,600)	600
Net loss	(755,907)	(1,142,325)	(553,875)	(600,176)	(1,184,866)	(440,640)	(1,174,716)	(3,579,977)
Other comprehensive (loss)      gain	(12,007)	(27,800)	(3,129)	846	(25,974)	(105,920)	(24,998)	1,748
Comprehensive loss	(767,914)	(1,170,125)	(557,004)	(599,330)	(1,210,840)	(546,560)	(1,199,714)	(3,578,229)
Basic and diluted loss per      share	(0.01)	(0.01)	(0.01)	(0.01)	(0.02)	(0.00)	(0.02)	(0.06)
Dividends per share	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Balance Sheet:
Working capital	4,091,866	5,094,986	6,241,592	7,242,130	8,200,394	9,267,844	11,086,472	12,546,328
Total assets	13,130,518	13,856,353	13,595,076	14,520,301	15,818,835	16,549,682	15,670,038	16,911,052
Total long term liabilities	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Results of Operations

Three Months Ended November 30, 2013 Compared to the Three Months Ended August 31, 2013

During the three months ended November 30, 2013 the Company reported a net loss of $755,907 ($0.01 per share), compared to a net loss of $1,142,325 ($0.01 per share) for the three months ended August 31, 2013, a decrease in loss of $386,418.  The decrease in loss in the three months ended November 30, 2013 was attributed primarily to the recognition of an impairment of exploration and evaluation assets in the November 30, 2013 Quarter of $6,599 compared to $481,040 in the August 31, 2013 Quarter offset against the recognition of share-based compensation of $115,200 in the November 30, 2013 Quarter compared to $nil in the August 31, 2013 Quarter.

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Three Months Ended November 30, 2013 Compared to the Three Months Ended November 30, 2012

As the Company is in the exploration stage of investigating and evaluating its unproven mineral interests, it has no revenue.

During the three months ended November 30, 2013 (the “2013 period”), the Company incurred a net loss of $755,907 ($0.01 per share), a decrease in loss of $428,959, compared to a net loss of $1,184,866 ($0.02 per share) for the three months ended November 30, 2012 (the “2012 period”).  The decrease in loss during the 2013 period was due to the recognition of share-based compensation of $115,200 in the 2013 period compared to $594,394 in the 2012 period.

Excluding share-based compensation, general and administrative expenses increased by $43,727 from $607,897 during the 2012 period to $651,624 during the 2013 period.  Specific general and administrative expenses of note during the 2013 are as follows:

·      incurred $34,472 (2012 - $32,416) for accounting and administration of which $14,900 (2012 - $15,700) was charged by Chase Management Ltd. (“Chase”), a private corporation controlled by Mr. Nick DeMare, a director of the Company and $19,572 (2012 - $16,716) was charged by a third party accounting service in Sweden;

·      general exploration costs of $8,382 (2012 - $27,539) relating to general exploration and property due diligence in Sweden and Finland.  General exploration costs were lower during the 2013 period as the Company is focusing on the exploration and assessment of the Norra Kärr properties;

·      $39,680 (2012 - $58,110) for travel expenses, primarily for Company personnel to oversee the Company’s ongoing property exploration programs, attend international investment conferences and meet with consumers of REE production to establish working relationships.  Travel expenses were lower during the 2013 period compared to the 2012 period due to less corporate travel by management and directors;

·      legal fees of $144,423 (2012 - $24,927) were incurred.  During the 2013 period legal services were higher due to filing and preparing of the base shelf prospectus and Form 20-F;

·      incurred $82,919 (2012 - $139,942) for professional services, of which the Company incurred $63,000 (2012 - $75,000) by directors and officers of the Company, $8,036 (2012 - $23,179) by consultants in Sweden and $11,883 (2012 - $41,763) by consultants for general corporate services;

·      $40,500 (2012 - $40,500 for management fees charged through Sierra Peru Pty (“Sierra”) for remuneration of Mr. Mark Saxon, the Company’s President and CEO;

·      audit fees of $51,117 (2012 - $33,650) for the year-end audit.  The change between the 2013 period and the 2012 period was solely due to the timing of billings by the auditors for services rendered in respect to auditing the Company’s year-end accounts; and

·      salaries and benefits of $69,678 (2012 - $81,844) for employees in the exploration office in Sweden.  The decrease was due to cost recoveries from EURARE during the 2013 period.

During the 2013 period the Company recorded $115,200 (2012 - $594,394) for share-based compensation comprised of $115,200 (2012 - $87,750) for the immediate vesting of 220,000 (2012 - 75,000) share options granted and $nil (2012 - $15,414) for vesting of options granted in prior periods.  In addition during the 2012 period, the Company recorded $491,230 for share-based compensation on the re-pricing of 1,706,500 share options.

During the 2012 period the Company received $293,750 from the exercise of share options for 1,175,000 common shares.  No equity financings were conducted in either the 2013 or 2012 periods.

Interest income generated during the 2013 period was $17,799, a decrease of $10,409 from $28,208 earned during the 2012 period.  The decrease in income during the 2013 period was due solely to reduced levels of cash compared to the 2012 period.

Investment

The Company holds 2,647,059 common shares of Hannans Reward limited (“Hannans”), a public company listed on the Australian Stock Exchange, and have been designated as available-for-sale for accounting purposes.  To date there have been no dispositions of the Hannans shares.  As at November 30, 2013 the quoted market value of the investment was $12,798.

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Exploration and Evaluation Assets

During the 2013 period the Company incurred a total of $433,941 (2012 - $788,117) on the acquisition, exploration and evaluation of its unproven resources assets, of which $321,100 (2012 - $700,889) on the Norra Kärr property and $112,841 (2012 - $87,228) on other properties.  In addition during the 2013 period the Company recorded an impairment of exploration and evaluation assets of $6,599 (2012 - $10,438) on certain properties.  Details of the exploration activities conducted during the 2013 period are described in “Exploration Projects” and “2014 Exploration Budget” in this MD&A.

	Rare Earth Element Properties										Other
	Norra Kärr $		Otanmaki $			Olserum $		Other $			Properties $		Total $
Balance at August 31, 2012		5,312,704		340,766			316,137		186,698			2,860		6,159,165
Exploration costs
Consulting		400,543		-			186,511		-			-		587,054
Core cutting		13,837		-			-		-			-		13,837
Database		3,707		-			3,698		-			-		7,405
Drilling		74,950		-			-		-			-		74,950
Exploration site		21,779		-			119		-			-		21,898
Fuel		1,253		-			668		-			-		1,921
Geochemical		385,093		-			35,306		-			-		420,399
Geological		92,398		-			31,511		-			-		123,909
Maps		-		-			-		1,920			-		1,920
Metallurgical consulting		21,152		-			-		-			-		21,152
Metallurgical testing		692,637		-			-		-			-		692,637
Preliminary economic assessment		27,559		-			-		-			-		27,559
Pre-feasibility study		117,594		-			-		-			-		117,594
Salaries		13,486		-			-		-			-		13,486
Sample preparation		-		-			17,791		-			-		17,791
Travel		24,257		-			83		-			-		24,340
		1,890,245		-			275,687		1,920			-		2,167,852
Acquisition costs
Mining rights		-		-			21,358		33,678			-		55,036
Impairment		-		(340,766	)		-		(157,348	)		-		(498,114	)
Balance at August 31, 2013		7,202,949		-			613,182		64,948			2,860		7,883,939
Exploration costs
Consulting		104,638		-			10,813		-			4,183		119,634
Exploration site		4,613		-			1,163		-			182		5,958
Geochemical		10,741		-					-			-		10,741
Geological		14,561		-					-			-		14,561
Metallurgical testing		169,804		-			-		-			-		169,804
Pre-feasibility study		15,820		-			-		-			-		15,820
Travel		923		-					-			-		923
		321,100		-			11,976		-			4,365		337,441
Acquisition costs
Issuance of common shares		-		-			-		-			51,500		51,500
Acquisition		-		-			-		-			45,000		45,000
		-		-			-		-			96,500		96,500
Impairment		-		-			-		(6,599	)		-		(6,599	)
Balance at November 30, 2013		7,524,049		-			625,158		58,349			103,725		8,311,281

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	As at November 30, 2013						As at August 31, 2013
	Acquisition Costs $		Deferred Exploration Costs $		Total $		Acquisition Costs $		Deferred Exploration Costs $		Total $
Rare Earth Properties
Norra Kärr		23,045		7,501,004		7,524,049		23,045		7,179,904		7,202,949
Olserum		124,846		500,312		625,158		124,846		488,336		613,182
Other		47,669		10,680		58,349		49,088		15,860		64,948
Other Properties		98,906		4,819		103,725		2,406		454		2,860
		294,466		8,016,815		8,311,281		199,385		7,684,554		7,883,939

Cash Flows

During the 2013 period cash decreased by $1,189,097.  Operations utilized $842,180 and investing activities mainly for expenditures on exploration and evaluation assets utilized $346,917.

During the 2012 period cash decreased by $346,917.  Operations utilized $1,096,415, investing activities mainly for expenditures on exploration and evaluation assets utilized $672,548 and financing activities from exercise of share options generated $293,750.

Financial Condition / Capital Resources

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration of mineral properties.  The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.  The Company defines capital that it manages as share capital, cash and cash equivalents and short-term investments.  The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.  Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

To date the Company has not conducted any borrowing outside of its accounts payable and accrued liabilities incurred for operations and exploration activities.  The Company maintains its cash primarily in Canadian currency in a major Canadian financial institution.  The funds are held in interest-bearing accounts or cashable guaranteed investment certificates.  The Company is not exposed to significant credit or interest rate risk although cash is held in excess of federally insured levels.

The Company advances funds to its subsidiary as required to satisfy ongoing levels of operations.  There are no legal or economic restrictions on the ability of the Company’s subsidiary to transfer funds to the Company in the form of cash dividends, loans or advances.

As at November 30, 2013, the Company had working capital of $4,091,866.  The Company believes that it currently has sufficient financial resources to conduct anticipated exploration programs and meet anticipated corporate administration costs for the upcoming twelve month period.  The Company has prepared a budget of approximately $3,056,000 for fiscal 2014, comprising of $2,500,000 for corporate and general field administration and overheads and $556,000 for limited exploration, metallurgy and permitting activities on the Norra Kärr property.  Expenditures have been incurred in accordance with the exploration budget.

The Company has filed a final short form base shelf prospectus with certain Canadian and US securities regulatory authorities.  The shelf prospectus will allow the Company to offer, from time to time over a 25-month period, up to $25,000,000 of common shares, units and warrants.  However, until the aggregate market value worldwide of the Company’s common shares held by non-affiliates of the Company is equal to or greater than US $75 million, US securities law restricts the issuance of securities during the 12-month period prior to and including the relevant sale to no more than one-third of the aggregate market value worldwide of the Company’s common shares held by non-affiliates of the Company.

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The Company intends to use any net proceeds received from any offering pursuant to such shelf prospectus to continue to advance the Norra Kärr and Olserum projects as well as for additional exploration at other non-material properties as opportunities arise and for general administrative and corporate purposes, except as otherwise may be disclosed in a prospectus supplement relating to such offering.  The Company expects that the proceeds from any offering under the shelf prospectus will be primarily used for funding of the exploration program for the Norra Kärr project, which will include, but not be limited to, ongoing metallurgical testing, geotechnical and hydrology studies, engineering, permitting and the preparation of a pre-feasibility study.  The Company may also use a portion of the proceeds from an offering for further drilling and metallurgical testing at the Olserum project.  The Company had a negative operating cash flow for the year ended August 31, 2013.  To the extent the Company has negative operating cash flows in future financial periods, the Company may need to deploy a portion of its existing cash reserves or identify additional sources of financing to fund such negative cash flows.

The Company is not required to offer or sell all or any portion of the securities pursuant to the shelf prospectus in the future and will only do so if it believes market conditions warrant it.

The Company has relied solely on equity financing to raise the requisite financial resources.  While it has been successful in the past, there can be no assurance that the Company will be successful in raising future financing should the need arise.

The Company has initiated preliminary negotiations of a Potential Merger.  See “Potential Merger of Tasman and Flinders”.  If proceeded, it is anticipated that expenditures to negotiate, conduct due diligence, incur legal, accounting, filing and regulatory costs associated with the Potential Merger will be significant.

Contractual Commitments

The Company has no contractual commitments.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company has not entered into any proposed transactions.  However, the Company has initiated preliminary negotiations of a Potential Merger.  See “Potential Merger of Tasman and Flinders”.

Critical Accounting Estimates

Critical Judgments and Sources of Estimation Uncertainty

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.  Actual outcomes could differ from these estimates.  These consolidated financial statements include estimates which, by their nature, are uncertain.  The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods.  These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical Judgments

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements:

(i) The determination of categories of financial assets and financial liabilities has been identified as an accounting policy which involves judgments or assessments made by management.

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(ii) Management is required to assess the functional currency of each entity of the Company.  In concluding that the Canadian dollar is the functional currency of the parent and its subsidiary companies, management considered the currency that mainly influences the cost of providing goods and services in each jurisdiction in which the Company operates.  As no single currency was clearly dominant the Company also considered secondary indicators including the currency in which funds from financing activities are denominated and the currency in which funds are retained.

(iii) Management is required to assess impairment in respect of intangible exploration and evaluation assets.  The triggering events are defined in IFRS 6.  In making the assessment, management is required to make judgments on the status of each project and the future plans towards finding commercial reserves.  The nature of exploration and evaluation activity is such that only a proportion of projects are ultimately successful and some assets are likely to become impaired in future periods.

Management has determined impairment indicators were present in respect of certain other exploration and evaluation assets and as a result an impairment test was performed.

Management has determined that there were no triggering events present as defined in IFRS 6 with the other properties as at November 30, 2013 and as such, no impairment test was performed.

(iv) Although the Company takes steps to verify title to exploration and evaluation assets in which it has an interest, these procedures do not guarantee the Company’s title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Estimation Uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year:

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

(ii) The assessment of any impairment of exploration and evaluation assets, and property, plant and equipment is dependent upon estimates of the recoverable amount that take into account factors such as reserves, economic and market conditions and the useful lives of assets.  As a result of this assessment, management has carried out an impairment test on certain other exploration and evaluation assets and an impairment charge of $6,599 was made during the three months ended November 30, 2013.

Changes in Accounting Policies

During fiscal 2013 the Company changed its accounting policy with respect to exploration and evaluation expenditures.  In prior years the Company’s policy was to expense mineral exploration and development costs as incurred until such time as either mineral reserves are proven or permits to operate the mineral resource property are received and financing to complete the development are obtained.  The Company has elected to change this accounting policy to now capitalize by property all costs relating to the exploration and evaluation of mineral properties classified as exploration and evaluation assets, effective with the presentation of these consolidated financial statements, on a retrospective basis.

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Transactions with Related Parties

A number of key management personnel hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.  Certain of these entities transacted with the Company during the reporting period.

(a) Transactions with Key Management Personnel

During the three months ended November 30, 2013 and 2012 the following amounts were incurred with respect to the Company’s executive officers, comprising the President, Mark Saxon, Vice-President of Corporate Development (“VPCD”), James Powell, and Chief Financial Officer (“CFO”), Nick DeMare:

	2013 $	2012 $
Management fees - President	40,500	40,500
Professional fees - VPCD	24,000	36,000
Professional fees - CFO	7,500	7,500
	72,000	84,000

As at November 30, 2013, $19,500 (2012 - $2,500) of the above amounts remained unpaid.

The Company has a management agreement with the President, which provides that in the event the President’s services are terminated without cause or upon a change of control of the Company, a termination payment of two years of compensation, at $13,500 per month, is payable.  If the termination had incurred on November 30, 2013 the amount payable under the agreement would be $324,000.

(b)           Transactions with Other Related Parties

(i) During the three months ended November 30, 2013 and 2012 the following amounts were incurred with respect to the Company’s non-management directors of the Company:

	2013 $	2012 $
Professional fees - David Henstridge, director	12,000	12,000
Professional fees - Robert G. Atkinson, director	4,500	4,500
Professional fees - Gil Leathley, director	7,500	7,500
Professional fees - Michael Hudson, director	7,500	7,500
	31,500	31,500

As at November 30, 2013, $42,500 (2012 - $10,500) of the above amounts remained unpaid.

(ii) In addition, during the three months ended November 30, 2013 the Company incurred a total of $14,900 (2012 - $14,500) to Chase for accounting and administration services provided by Chase personnel, excluding Mr. DeMare, and $1,005 (2012 - $1,200) for rent.  As at November 30, 2013, $8,835 (2012 - $7,900) remained unpaid.

(c) During the three months ended November 30, 2013 the Company incurred $6,190 (2012 - $4,850) for shared administration costs with Tumi Resources Limited (“Tumi”) and Mawson Resources Limited (“Mawson”), public companies with common directors.  As at November 30, 2013, $4,120 (2012 - $2,000) of the amount remained unpaid.

(d) During the three months ended November 30, 2013 the Company recorded a recovery of $23,894 (2012 - $24,955) for shared office personnel and costs from Mawson and Flinders Resources Ltd. (“Flinders”), public companies with common directors.  As at November 30, 2013, $20,004 (2012 - $10,301) of the amount remained outstanding.

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(e) On October 7, 2013 the Company entered into a letter agreement with Tumi and acquired a 100% interest in seven exploration licenses (the “Tungsten Projects”) located in south-central Sweden by paying $45,000 cash and issuing 50,000 common shares of the Company at a fair value of $51,500.  A further 50,000 common shares are issuable upon commencement of production from any of the Tungsten Projects.  Tumi has two common directors, Mr. DeMare and Mr. David Henstridge.

Risks and Uncertainties

The Company competes with other mining companies, some of which have greater financial resources and technical facilities, for the acquisition of mineral concessions, claims and other interests, as well as for the recruitment and retention of qualified employees.

The Company is in compliance in all material regulations applicable to its exploration activities.  Existing and possible future environmental legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted.  Before production can commence on any properties, the Company must obtain regulatory and environmental approvals.  There is no assurance that such approvals can be obtained on a timely basis or at all.  The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of operations.

The Company’s material mineral properties are located in Scandinavia and consequently the Company is subject to certain risks, including currency fluctuations which may result in the impairment or loss of mining title or other mineral rights, and mineral exploration and mining activities may be affected in varying degrees by governmental regulations relating to the mining industry.

Investor Relations Activities

The Company maintains a website at www.tasmanmetals.com .  The Company had retained Mining Interactive Corp. (“Mining Interactive”) to provide market awareness and investor relations activities under which the Company paid Mining Interactive $3,500 per month for such services.  During fiscal 2013 period the Company paid Mining Interactive $10,500 (2012 - $42,000).  Effective November 30, 2012 the Company terminated its arrangement with Mining Interactive.  All investor relations activities are now conducted by in-house personnel.

Outstanding Share Data

The Company’s authorized share capital is unlimited common shares without par value.  As at January 10, 2014, there were 60,900,982 outstanding common shares and 4,001,500 share options outstanding with exercise prices ranging from $0.65 to $4.22 per common share.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to permit timely decisions regarding public disclosure.

Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that the Company’s disclosure controls and procedures, as defined in National Instrument 52-109 - Certification of Disclosure in Issuer’s Annual and Interim Filings (“52-109”), are effective to ensure that the information required to be disclosed in reports that are filed or submitted under Canadian Securities legislation are recorded, processed, summarized and reported within the time period specified in those rules.  Management relies upon certain informal procedures and communication, and upon “hands-on” knowledge of senior management.  Due to the small staff, however, the Company will continue to rely on an active Board and management with open lines of communication to maintain the effectiveness of the Company’s disclosure controls and procedures.

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Internal Controls and Procedures over Financial Reporting

Management is also responsible for the design of the Company’s internal control over financial reporting in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles.

In the course of evaluating internal controls over financial reporting as at November 30, 2013 management has identified the following reportable deficiencies:

(a) there is limited segregation of duties which could result in a material misstatement in the Company’s financial statements.  Given the Company’s limited staff level, certain duties within the accounting and finance department cannot be properly segregated.  However, none of these segregation of duty deficiencies resulted in material misstatement to the financial statements as the Company relies on certain compensating controls, including periodic substantive review of the financial statements by the Chief Executive Officer, Audit Committee and Board of Directors.

(b) on occasion, the Company undertakes complex and non-routine transactions.  These are sometimes extremely technical in nature and require an in-depth understanding of IFRS.  The Company’s accounting staff have a reasonable knowledge of the rules related to IFRS but may not have the in-depth understanding required to properly account for these non-routine transactions.  To address this risk, the Company consults with its third party advisors as needed in connection with the recording and reporting of complex and non-routine transactions.

It should be noted that a control system, no matter how well conceived or operated, can only provide reasonable assurance, not absolute assurance, that the objectives of the control system are met.  The control framework the officers used to design the Company’s internal control over financial reporting is the Internal Control - Integrated Framework (“COSO Framework”) published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

The Company is required to disclose herein any change in the Company’s internal control over financial reporting that occurred during the period beginning on September 1, 2013 and ending on November 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  No material changes in the Company’s internal control over financial reporting were identified during such period that has materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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EX-99.3

EXHIBIT 99.3

CERTIFICATION OF INTERIM FILINGS BY CEO

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Mark Saxon, Chief Executive Officer, of Tasman Metals Ltd., certify the following:

1. Review:I have reviewed the interim consolidated financial report and interim MD&A (together, the “interim filings”) of Tasman Metals Ltd. (the “issuer”) for the interim period ended November 30, 2013.

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

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

4.   Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.   Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR:The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2013and ended on November 30, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:  January 10, 2014

“Mark Saxon”                                       

Mark Saxon

Chief Executive Officer

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EX-99.3

EXHIBIT 99.4

CERTIFICATION OF INTERIM FILINGS BY CFO

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Nick DeMare, Chief Financial Officer, of Tasman Metals Ltd., certify the following:

1. Review:I have reviewed the interim consolidated financial report and interim MD&A (together, the “interim filings”) of Tasman Metals Ltd. (the “issuer”) for the interim period ended November 30, 2013.

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

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

4.   Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.   Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework:  The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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5.2 ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and

(c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 Limitation on scope of design: N/A

6. Reporting changes in ICFR:The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on September 1, 2013and ended on November 30, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:  January 10, 2014

“Nick DeMare”                                            

Nick DeMare

Chief Financial Officer

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