Emgold Mining Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

290928100

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of This Statement)

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

CUSIP No. 290928100

13G

Page 2 of 5 Pages

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

RAB Special Situations (Master) Fund Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) 
(b) 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

5

SOLE VOTING POWER

NUMBER OF

49,682,580*

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

0

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

49,682,580*

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

49,682,580*
The reporting person owns 25,562,040 shares of common stock of the issuer and warrants exercisable to acquire an additional 24,120,540 shares of common stock. The warrants are not exercisable if, as a result of an exercise, the holder would then become a beneficial owner of more than 20% of the issuer’s issued and outstanding common shares.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                       

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

Up to 19.9999%**
**The percentages used herein are calculated based upon 157,519,642 outstanding shares as of November 27, 2008, plus 24,120,540 common shares in aggregate underlying warrants which are beneficially owned by the reporting persons and included pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, as amended.

12

TYPE OF REPORTING PERSON*

CO

Item 1

(a).

Name of Issuer:

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

Item 2

(a).

Name of Person Filing:

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

Item 2

(c).

Citizenship:

Item 2

(d).

Title of Class of Securities:

Item 2

(e).

CUSIP Number:

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

Investment Company registered under Section 8 of the Investment Company Act;

(e)

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

If this statement is filed pursuant to Rule 13d-1(c), check this box.

CUSIP No. 290928100

13G

Page 4 of 5 Pages

Item 4.

Ownership.

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

See Items 5-8 on the cover page

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

CUSIP No. 290928100

13G

Page 5 of 5 Pages

Item 10.

Certification.

February 17, 2009

(Date)

RAB Special Situations (Master) Fund Limited
by Jake Leavesley and Simon Gwyther

Authorised signatories for RAB Capital plc for and on behalf of RAB Special Situations (Master) Fund Limited

/s/ Jake Leavesley

(Signature)

/s/ Simon Gwyther

(Signature)