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UNITED STATES FORM 20-F [ ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2005 OR [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 OR [ ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 Date of event requiring this shell company report
_______________ Commission file number 0-19476 TASEKO MINES LIMITED BRITISH COLUMBIA, CANADA Suite 1020, 800 West Pender Street Securities registered or to be registered pursuant to Section
12(b) of the Act. Securities registered or to be registered pursuant to Section
12(g) of the Act None Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act. None Number of outstanding shares of the only class of the capital
stock of Taseko Mines Limited as on September 30, 2005. 103,457,316 Common Shares without Par Value Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [ x ] NO [ ] Indicate by check mark which financial statement item Registrant
has elected to follow: Item 17 [ x ] Item 18 [ ] If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). YES [ ]
NO [ x ] - ii - T A B L E O F C O N T E N T S - 2 - - 3 - GENERAL In this Annual Report on Form 20-F, all references to "Taseko"
and the "Company" refer to Taseko Mines Limited and its consolidated
subsidiaries. The Company uses the Canadian dollar as its reporting currency.
All references in this document to "dollars" or "$" are expressed in Canadian
dollars, unless otherwise indicated. See also Item 3 - "Key Information" for
more detailed currency and conversion information. Except as noted, the information set forth in this Annual
Report is as of March 30, 2006 and all information included in this document
should only be considered correct as of such date. References to this "Annual Report" mean references to this
Annual Report on Form 20-F for the year ended September 30, 2005. NOTE REGARDING FORWARD LOOKING STATEMENTS This Annual Report on Form 20-F contains statements that
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements appear in a number of different places in this
Annual Report and can be identified by words such as "anticipates", "estimates",
"projects", "expects", "intends", "believes", "plans", or their negatives or
other comparable words. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the Company's
actual results, performance or achievements to be materially different from any
future results, performance or achievements that may expressed or implied by
such forward-looking statements. The statements, including the statements
contained in Item 3D "Risk Factors", Item 4B "Business Overview", Item 5
"Operating and Financial Review and Prospects" and Item 11 "Quantitative and
Qualitative Disclosures About Market Risk", are inherently subject to a variety
of risks and uncertainties that could cause actual results, performance or
achievements to differ significantly. Forward-looking statements include
statements regarding the outlook for the Company's future operations, plans and
timing for its exploration programs, statements about future market conditions,
supply and demand conditions, forecasts of future costs and expenditures, the
outcome of legal proceedings, and other expectations, intentions and plans that
are not historical facts. You are cautioned that any such forward-looking
statements are not guarantees and may involve risks and uncertainties. The
Company's actual results may differ materially from those in the forward-looking
statements due to risks facing the Company or due to actual facts differing from
the assumptions underlying the Company's predictions. Some of these risks and
assumptions include: general economic and business conditions, including changes in interest
rates; prices of natural resources, costs associated with mineral exploration and
other economic conditions; natural phenomena; actions by government authorities, including changes in government
regulation; uncertainties associated with legal proceedings; changes in the resources market; future decisions by management in response to changing conditions; the Company's ability to execute prospective business plans; and
misjudgements in the course of preparing forward-looking statements.
- 4 - The Company advises you that these cautionary remarks expressly
qualify in their entirety all forward-looking statements attributable to the
Company or persons acting on its behalf. You should carefully review the
cautionary statements and risk factors contained in this and other documents
that the Company files from time to time with the Securities and Exchange
Commission. GLOSSARY In this Form 20-F, the following technical terms, abbreviations
and units of measurement have been used: A process employing oxidation of elements caused by
bio-organisms; it is enhanced in a gold recovery process by providing the
optimum temperature, acidity (pH) and level of oxygen for the natural
oxidation process to work more effectively. A mineral deposit formed at low temperature (50-200
degrees Celsius), usually within one kilometre of the earths surface,
often as structurally controlled veins. A geophysical survey used to identify a feature that
appears to be different from the typical or background survey results when
tested for levels of electro-conductivity; IP detects both chargeable,
pyrite-bearing rock and non-conductive rock that has high content of
quartz. IP is one of the best tools for detecting the presence of porphyry
deposits, like those at Gibraltar and Prosperity properties. Securities and Exchange Commission Industry Guide 7 Description
of Property by Issuers Engaged or to be Engaged in Significant
Mining Operations of the Securities and Exchange Commission defines
a 'reserve' as that part of a mineral deposit which could be economically
and legally extracted or produced at the time of the reserve determination.
Reserves consist of:
(1) Proven (Measured) Reserves. Reserves for which:
(a) quantity is computed from dimensions revealed in outcrops, trenches,
workings or drill holes; grade and/or quality are computed from the results
of detailed sampling; and (b) the sites for inspection, sampling and measurement
are spaced so closely and the geologic character is so well defined that
size, shape, depth and mineral content of reserves are well-established.
(2) Probable (Indicated) Reserves. Reserves for
which quantity and grade and/or quality are computed from information
similar to that used for proven (measured) reserves, but the sites for
inspection, sampling and measurement are farther apart or are otherwise
less adequately spaced. The degree of assurance, although lower than that
for proven (measured) reserves, is high enough to assume continuity between
points of observation. - 5 - Canadian National Instrument 43-101 Standards of
Disclosure for Mineral Projects ("NI 43-101") defines a
"Mineral Resource" as a concentration or occurrence of natural, solid,
inorganic or fossilized organic material in or on the Earth's crust in
such form and quantity and of such a grade or quality that it has
reasonable prospects for economic extraction. The location, quantity,
grade, geological characteristics and continuity of a mineral resource are
known, estimated or interpreted from specific geological evidence and
knowledge. Mineral Resources are sub-divided, in order of increasing
geological confidence, into Inferred, Indicated and Measured categories.
An Inferred Mineral Resource has a lower level of confidence than that
applied to an Indicated Mineral Resource. An Indicated Mineral Resource
has a higher level of confidence than an Inferred Mineral Resource but has
a lower level of confidence than a Measured Mineral Resource. (1) Inferred Mineral Resource. An 'Inferred
Mineral Resource' is that part of a Mineral Resource for which quantity
and grade or quality can be estimated on the basis of geological evidence
and limited sampling and reasonably assumed, but not verified, geological
and grade continuity. The estimate is based on limited information and
sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes. (2) Indicated Mineral Resource. An 'Indicated
Mineral Resource' is that part of a Mineral Resource for which quantity,
grade or quality, densities, shape and physical characteristics can be
estimated with a level of confidence sufficient to allow the appropriate
application of technical and economic parameters, to support mine planning
and evaluation of the economic viability of the deposit. The estimate is
based on detailed and reliable exploration and testing information
gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes that are spaced closely enough
for geological and grade continuity to be reasonably assumed. (3) Measured Mineral Resource. A 'Measured Mineral
Resource' is that part of a Mineral Resource for which quantity, grade or
quality, densities, shape, physical characteristics are so well
established that they can be estimated with confidence sufficient to allow
the appropriate application of technical and economic parameters, to
support production planning and evaluation of the economic viability of
the deposit. The estimate is based on detailed and reliable exploration,
sampling and testing information gathered through appropriate techniques
from locations such as outcrops, trenches, pits, workings and drill holes
that are spaced closely enough to confirm both geological and grade
continuity. Industry Guide 7 "Description of Property by Issuers
Engaged or to be Engaged in Significant Mining Operations" of
the Securities and Exchange Commission does not define or recognize
resources. As used in this Form 20-F, "resources" are as defined in NI
43-101. A type of mineral deposit in which mainly metal-bearing
sulphide, and sometimes metal-bearing oxide, minerals are widely
disseminated. Porphyry deposits are generally of low grade but large
tonnage. - 6 - A metal extraction technique in which a copper oxide is
dissolved into solution, then an electric current is induced through the
solution between a pair of electrodes (anode & cathode), and metal is
deposited on the cathode. Since this ion deposition is selective, the
cathode product is generally high grade and requires little further
treatment before it is used in manufacturing processes. Conversion of metric units (used in Canada) into imperial (US)
equivalents is as follows: - 7 - PART 1 - 8 - ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS Not applicable. - 9 - ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. - 10 - ITEM 3 KEY INFORMATION A. Selected Financial Data The following constitutes selected financial data for Taseko
for the last five fiscal years ended September 30, 2005 based on Tasekos
financial statements presented in accordance with Canadian generally accepted
accounting principles ("CDN GAAP") and reconciled to United States generally
accepted accounting principles ("US GAAP"). The selected financial data at September 30, 2005 and 2004 and
for the years ended September 30, 2005, 2004 and 2003 has been derived from
Taseko’s consolidated financial statements included in this Annual Report.
Taseko’s consolidated financial statements have been audited by KMPG LLP,
an independent registered public accounting firm. Summary financial data at
September 30, 2003, 2002 and 2001 and for the years ended September 30, 2002
and 2001 has been derived from our consolidated financial statements that are
not included in this Annual Report. The following selected financial data should
be read in conjunction with, and are qualified in their entirety by reference
to, our consolidated financial statements and the notes thereto. These figures are presented in thousands of Canadian dollars,
except per-share amounts and number of common shares outstanding. - 11 - Effective October 1, 2004, the Company adopted the Canadian Institute
of Chartered Accountants (“CICA”) Handbook Section 3110, "Asset
Retirement Obligations". The standard requires the recognition of
any statutory, contractual or other legal obligation related to the retirement
of tangible long-lived assets when such obligations are incurred, if a reasonable
estimate of fair value can be made. This standard has been adopted retroactively
with a restatement of all prior periods presented. - 12 - Effective October 1, 2004, the Company adopted the new Canadian
accounting standard for asset retirement obligations, which is substantively
the same as the US accounting standard included elsewhere herein, that was adopted
prospectively in fiscal 2003 on a cumulative effect basis. There was no restatement
made of prior year financial statements. On adoption of the Canadian standard,
the amount of the adjustment to site closure and reclamation was measured retroactively
and recognized on October 1, 2004. See note 15(a) to the consolidated financial
statements included elsewhere herein. - 13 - Exchange Rates On March 30, 2006, the Federal Reserve noon rate for Canadian
Dollars was US$1.00:C$ 1.1627. The following table sets out the exchange rates,
based on the rates posted on the Bank of Canada website
(www.bankofcanada.ca). Monthly Low and High Exchange Rates B. Capitalization and Indebtedness Not applicable C. Reasons for the Offer and Use of Proceeds Not applicable D. Risk Factors An investment in Tasekos common shares is highly speculative
and subject to a number of risks. Only those persons who can bear the risk of
the entire loss of their investment should participate. An investor should
carefully consider the risks described below and the other information that
Taseko files with the Securities and Exchange Commission and with Canadian
securities regulators before investing in its common shares. The risks described
below are not the only ones faced. Additional risks that Taseko is aware of or
that Taseko currently believes are immaterial may become important factors that
affect Tasekos business and financial condition. If any of the following risks
occur, or if others occur, Tasekos business, operating results and financial
condition could be seriously harmed. Estimates of Reserves, Mineral Deposits and Production
Costs. Although ore reserve and mineral resource figures released by the
Company have been carefully prepared and reviewed by the Company or - 14 - its independent mining consultants, these amounts are estimates
only and no assurance can be given that any particular level of recovery of
copper and molybdenum from ore reserves will in fact be realized. Estimates of
reserves, mineral resources and production costs can also be affected by many
factors, including, but not limited to, environmental regulations, extreme
weather, environmental factors, unforeseen technical difficulties, unusual or
unexpected geological formations and work interruptions. In addition, the grade
of ore ultimately mined may differ from that indicated by drilling results.
Short term factors such as the need for orderly development of ore bodies or the
processing of new or different grades, may also have an adverse effect on mining
operations and consequently on the results of operations. Material changes in
ore reserves, grades, stripping ratios or recovery rates may affect the economic
viability of the Gibraltar mine. Reserves should not be interpreted as
assurances of mine life or of the profitability of current or future
operations. The Companys Prosperity and Harmony projects have large
tonnage, low grade mineralization, which at current metals prices and other
economic considerations cannot be classified as "ore". Production Estimates From time to time, the
Company prepares estimates of future production for the Gibraltar mine. The
Company cannot give any assurance that it will achieve these production
estimates. The failure of the Company to achieve its production estimates could
have a material adverse effect on its future cash flows, results of operations
and financial condition. These production estimates are dependent on, among
other things, the accuracy of mineral reserve calculations and estimates, the
validity and accuracy of assumptions used relating to ore grades and recovery
rates, ground conditions and physical characteristics of ore, including (but not
limited to) rock hardness and the presence or absence of specific metallurgical
characteristics and the accuracy of estimated rates and costs of mining and
processing. The Company's actual production may vary from its estimates for a
variety of reasons, including, actual ore mined varying from estimates of grade,
tonnage, dilution and metallurgical and other characteristics; short-term
operating factors such as the need for sequential development of ore bodies and
the processing of new or different ore grades from those planned; mine failures,
slope failures or equipment failures; industrial accidents; uncontrollable
natural phenomena; unusual or unexpected geological conditions; changes in power
costs and potential power shortages; shortages of principal supplies needed for
operation, including explosives, fuels, necessary chemical reagents, water,
equipment parts and lubricants; labor shortages or strikes; civil disobedience
and protests; and restrictions or regulations imposed by government agencies or
other changes in the regulatory environments. Such occurrences could result in
interruptions in production, injury or death to persons, damage to property of
the Company or others, monetary losses and legal liabilities. These factors may
cause the Company to cease production. The Company does not have the benefit of
recent actual experience in verifying its estimates, and there is a great
likelihood that actual production results will vary from its estimates. It is
not unusual in startup mining operations to experience unexpected circumstances
during the startup phases. Depending on the price of copper, the Company may
determine that it is impractical to continue commercial production at the
Gibraltar mine. Mine Development. The Company's ability to
sustain or increase its current levels of copper and molybdenum production is
dependent upon the successful identification of additional reserves at the
Gibraltar mine. If the Company is unable to develop new ore bodies, it will not
be able to sustain present production levels beyond the current planned life of
the Gibraltar mine. Reduced production could have a material adverse impact on
future cash flows, results of operations and financial condition of the
Company. Metal prices. The mining industry in general is
highly competitive and there is no assurance that, even after commercial
quantities of mineral resources are developed and full production achieved, a
profitable market will exist for the sale of same. Factors beyond the control of
the Company affect the marketability of any metals produced. No assurance may be
given that metal prices will remain stable. Significant price fluctuations over
short periods of time may be generated by numerous factors beyond the control of
- 15 - the Company, including domestic and international economic and
political trends, expectations of inflation, currency exchange fluctuations,
interest rates, global or regional consumption patterns, speculative activities
and increased production due to improved mining and production methods. The
effect of these factors on the price of minerals and therefore the economic
viability of any of the Gibraltar mine or any of the Company's other projects
cannot accurately be predicted. Metal prices are volatile and have, in the
recent past and for extended periods, been well below the level needed for the
Gibraltar mine to operate at a profit. Additional Funding Requirements. Taseko will need
metal sales from its Gibraltar mine in excess of costs and/or new equity capital
or other funding annually in order to fund minimum operations, and exploration
and development activities on its other properties. Failing that, it may cease
to be economically viable. Tasekos Prosperity and Harmony Properties Contain
No Known Reserves of Ore. Although there are known bodies of mineralization
on Prosperity and Harmony Properties (see Item 4D), there are currently no known
reserves or body of commercially viable ore and the Prosperity and Harmony Properties
must be considered as exploration prospects only. Extensive additional exploration
work is required before Taseko can ascertain if any mineralization may be economic.
Exploration for minerals is a speculative venture necessarily involving substantial
risk. If the expenditures Taseko makes on these properties do not result in
discoveries of commercial quantities of ore, the value of exploration and acquisition
expenditures will be totally lost and the value of Taseko stock resale negatively
impacted. Risks of Development, Construction and Mining Operations
and Uninsured Risks. The Company's ability to meet production, timing
and cost estimates for the Gibraltar mine cannot be assured. Technical
considerations, delays in obtaining necessary governmental approvals, or the
inability to obtain necessary financing could cause a material adverse effect on
the financial performance of the Company. Mining is subject to a variety of
risks such as cave-ins and other accidents, flooding, environmental hazards, the
discharge of toxic chemicals and other hazards. Such occurrences may delay
production, increase production costs or result in liability. The Company has
insurance in amounts that it considers adequate to protect itself from certain
risks of mining operations. However, the Company may become subject to liability
for hazards which it cannot or has chosen not to insure itself against. Labour Negotiations. A significant portion of the
Company's employees are unionized. In the event that, from time to time, labor
agreements are not concluded with these employees labor actions could occur,
including strikes and/or lockouts. Consequently this could cause disruptions in
operations. Taseko Has a Limited History of Earnings Taseko
has a history of many years of losses. For the first time Taseko had earnings,
in 2005. Taseko may never be profitable again. Taseko has paid no dividends on
its shares since incorporation and does not anticipate paying dividends in the
foreseeable future. A failure to continue to achieve profitability may
negatively impact on Tasekos share value. Significant Potential Equity Dilution and End of
Lock-ups. At March 30, 2006, Taseko had 111,518,327 common shares and
7,942,700 share purchase options and 10,809,482 warrants outstanding. The resale
of outstanding shares from the exercise of dilutive securities could have a
depressing effect on the market for Tasekos shares. At March 30, 2006, dilutive
securities represented approximately 16.8% of Tasekos currently issued shares.
Certain of these dilutive securities are exercisable at prices below current
market price and, accordingly, will result in dilution to existing shareholders
if exercised. Further, there is a risk of dilution to existing shareholders
as a result of the potential conversion of (a) the Boliden convertible
debentures, and (b) the Gibraltar tracking preferred shares. - 16 - Exploration is a Risky Business. The exploration
for mineral deposits involves significant financial and other risks over an
extended period of time, which even a combination of careful evaluation,
experience and knowledge may not eliminate. Few properties that are explored are
ultimately developed into producing mines. Factors beyond Tasekos control will
affect the marketability of any substances discovered. Metal prices have
fluctuated widely in recent years. Even if exploration at Prosperity and Harmony
is successful (and a mine deemed warranted), mining requires huge capital
investment, long capital recovery periods and it is difficult to suspend
operations pending a recovery of prices. Risk of Adverse Government Policies. Government
regulations relating to mineral rights tenure, permission to disturb wilderness
areas and the right to operate and export minerals can adversely affect Tasekos
Harmony and Prosperity projects. Taseko may not be able to obtain all necessary
licenses and permits that may be required to carry out exploration at those
projects. Environmental concerns in general continue to be a significant
challenge for Taseko as they are for all exploration companies. Any changes in
regulations or shift in political attitude are beyond the control of Taseko and
may adversely affect its business. Environmental Risks. Unexpected environmental
damage from spills, accidents and severe acts of nature such as earthquakes are
risks, which may not be fully insurable, and, if catastrophic, could mean the
total loss of shareholders equity. Volatility of Tasekos Shares Could Cause Investor Loss.
The market price of a publicly traded stock, especially a resource
issuer like Taseko, is affected by many variables in addition to those directly
related to exploration successes or failures. Such factors include the general
condition of market for resource stocks, the strength of the economy generally,
the availability and attractiveness of alternative investments, and the breadth
of the public market for the stock. The effect of these and other factors on the
market price of the common shares on the TSX and AMEX suggests Tasekos shares
will continue to be volatile. Therefore, investors could suffer significant
losses if Tasekos shares are depressed or illiquid when an investor seeks
liquidity and needs to sell Taseko shares. Valid Title to Mining Claims and Leases. Taseko
holds the title to the mining claims and leases of its Gibraltar mine,
Prosperity Copper-Gold Property and Harmony Gold Property. Tasekos ownership of
these mining claims should not be construed as a guarantee that title to such
interests will not be challenged or impugned. The mining claims may be subject
to prior unregistered agreements or transfers or native land claims, and title
may also be affected by undetected defects. If Taseko does not have valid title
to its mining claims and leases, then it may lose the rights to continue mining,
exploration and development of these properties. Risk of Losing the Services of Senior Management
Executives. Taseko relies on the services of Russell Hallbauer, who is
the President and Chief Executive Officer of the Company and other members of
its management team to carry out its plan of operations for the Gibraltar mine
and its other mineral property interests. Tasekos success is dependent upon the
performance of key personnel working in management, supervisory and
administrative capacities, or as consultants. The loss of the services of senior
management or key personnel may result in Taseko being required to identify and
engage qualified management personnel who are capable of managing Tasekos
business activities. Mr. Hallbauer and other members of Tasekos management team
are seconded from Hunter Dickinson Inc., a related party by virtue of common
directors, and do not have a direct employment contract with Taseko. If Taseko
was to lose the services of Mr. Hallbauer or other members of its management
team, Tasekos plan of operations for the Gibraltar mine or its mineral property
interests may be affected and its operating expenses may be increased. Risk of Losing the Services of Ledcor. Taseko relies
on the services provided by Ledcor CMI Ltd. (“Ledcor”) under an
Operating Agreement to operate the Gibraltar mine. Ledcor, as Operator, has
- 17 - primary responsibility for carrying out mining and milling activities
as well as recruitment of personnel and maintenance of the equipment and facilities.
Taseko’s success depends to a significant extent on the performance and
continued service of Ledcor in operating the Gibraltar mine. If Taseko lost
the services of Ledcor, Taseko would not be able to operate the Gibraltar mine
and generate revenues until another Operator could be engaged. Tasekos Directors, Most Officers and Staff are only
Part-Time. Most of Tasekos directors and officers serve as officers and
or directors of other resource exploration companies and, as such, are engaged
in and will continue to be engaged in the search for additional resource
opportunities on behalf of such other companies. In particular, the success of
Taseko and its ability to continue to carry on operations is dependent partly
upon its ability to retain the services of its senior technical and management
personnel. (See Item 7(B)(a)) Management May Be Subject To Conflicts of Interest Due to
Affiliation With Other Resource Companies. As most of Tasekos directors
and officers serve as officers and or directors of other resource exploration
companies which are themselves engaged in the search for additional
opportunities, situations may arise where these directors and officers are
presented with or identify resource exploration opportunities and may be or
perceived to be in competition with Taseko for exploration opportunities. Such
potential conflicts, if any arise, will be dealt with in accordance with the
relevant provisions of British Columbia corporate and common law. Tasekos
directors and officers expect that participation in exploration prospects
offered to the directors will be allocated between the various companies that
they serve on the basis of prudent business judgement and the relative financial
abilities and needs of the companies to participate. In addition, many of
Tasekos officers and directors have a financial interest in other resource
issuers to which they serve as management and hence may never be financially
disinterested in the outcomes of these potential conflict of interest
situations. This situation may require that shareholders favorably consider
ratification of directors decisions where financial conflicts arise resulting
in uncertainty with respect to completion of such matters. Unsuccessful Resolution of Arbitration with Glencore.
Taseko is currently in dispute with Glencore Ltd. (Glencore), the sole
purchaser of copper concentrates produced by the Gibraltar mine pursuant to the
terms of a written contract (Contract), concerning the interpretation of the
Contract. To December 31, 2005, Glencore has withheld approximately US$3.3
million from invoices rendered by Gibraltar and is claiming repayment of a
further US$0.5 million, on the basis of its interpretation of the Contract.
Glencore asserts that the Contract provides that the price to be paid for the
concentrates should be reduced by a deduction referred to as "price
participation". Gibraltar asserts that the Contract does not provide for any
such deduction. The dispute is set for arbitration in June 2006. While Taseko
believes in the merits of its position and case, there can be no certainty of
the ultimate outcome of the arbitration. An unsuccessful resolution of the
arbitration may result in Taseko foregoing the amounts currently withheld by
Glencore and further future price participation deductions. Tasekos Management May Not Be Subject to United States
Legal Process. As Canadian citizens and residents, certain of Tasekos
directors and officers may not subject themselves to United States legal
proceedings, so that recovery on judgments issued by United States courts may be
difficult or impossible. While reciprocal enforcement of judgment legislation
exists between Canada and the United States, Tasekos insiders may have defenses
available to avoid in Canada the effect of United States judgments under
Canadian law, making enforcement difficult or impossible. Tasekos management
may not have any personal assets available in the United States to satisfy
judgments of United States courts. Therefore, Taseko shareholders in the United
States may have to avail themselves of remedies under Canadian corporate and
securities laws for perceived oppression, breach of fiduciary duty and like
legal complaints. Canadian law may not provide for remedies equivalent to those
available under United States law. - 18 - Ultimate Reclamation Costs May Exceed Amounts Accrued.
The Company's operations are subject to extensive laws and regulations governing
the protection of the environment, under various federal, provincial and local
laws, which regulate air and water quality, hazardous waste management and environmental
rehabilitation and reclamation. The Company's mining and related activities
impact the environment, including land, habitat, streams and environment near
the Gibraltar mine. Delays in obtaining, or failures to obtain, government permits
and approvals may adversely impact the Company's operations. Further, the regulatory
environment in which the Company operates could change in ways that may substantially
increase costs to achieve compliance. These increased costs may have a material
adverse effect on our profitability. The Company has accrued for the expected costs to comply with
these environmental laws and regulations relating to the Company's obligation
to reclaim areas disturbed by its mining activities. The Company has estimated
these liabilities at $49.4 million as at September 30, 2005 on an undiscounted
basis. However, the ultimate amount of such reclamation costs may in the future
exceed these estimates due to influences beyond the Company's control, including,
but not limited to, changing legislation or unidentified rehabilitation costs.
The closure of mining operations, without sufficient working capital to discharge
rehabilitation liabilities as they come due, or unacceptable damage to the environment,
including pollution or environmental degradation, may expose the Company to
litigation and significant liabilities. Exchange Rate Risk. The Company is subject
to currency exchange rate risk. The prices of copper and molybdenum oxide are
denominated in United States dollars and, accordingly, the Companys revenues
will be received in United States dollars. The Companys expenses are almost
entirely paid for in Canadian dollars, which has recently shown strength against
the United States dollar. The further strengthening in the Canadian dollar, if
it continues, will negatively impact the profitability of the Companys mining
operations. - 19 - ITEM 4 INFORMATION ON THE COMPANY A. History and Development of the Company Incorporation Taseko Mines Limited (Taseko or the Company) was
incorporated on April 15, 1966, pursuant to the Company Act (British
Columbia) (the "BCCA"). The BCCA was replaced by the Business Corporations
Act (British Columbia) (the "BCA") in March 2004. As a result, the Company
is now governed by the BCA. Offices The head office of Taseko is located at Suite 1020, 800 West
Pender Street, Vancouver, British Columbia, Canada V6C 2V6. The telephone number
for Tasekos head office is (604) 684-6365 and its facsimile number is (604)
684-8092. Taseko also has a field office at its Gibraltar mine site in McLeese
Lake near Williams Lake, BC. Corporate Organization Taseko is based in Vancouver, British Columbia and its mining
operations and two principal exploration stage properties are all located in
British Columbia. Taseko operates directly and also through one principal
subsidiary, Gibraltar Mines Ltd. ("Gibraltar") Taseko itself owns the Prosperity
Project, and Gibraltar owns the Gibraltar Mine and the Harmony Gold Project. All
three companies are British Columbia companies and all operations of the three
companies are in British Columbia. Development The principal business events in Tasekos 36 year history are
(in chronological order): the acquisition and legal dispute settlement respecting
the Prosperity Project in British Columbia (1960s to 1993) and the
advancement of exploration and engineering thereof (1991 to date). Exploration
expenses to the extent of approximately $41.5 million have been incurred
by Taseko on the Prosperity Project, which has demonstrated continuity
of a low grade copper/gold deposit; the acquisition of the Gibraltar mine in July 1999.
The Gibraltar mine is located in British Columbia and was a copper producer
under different owners from 1972 to 1998; and the acquisition of the Harmony Gold Project in October
2001. The Harmony Gold Project is an undeveloped gold deposit located
in British Columbia; and the restart of the conventional mine and mill operations
at Gibraltar in October 2004. Acquisition of the Gibraltar Mine On July 21, 1999, Tasekos subsidiary, Gibraltar Mines Ltd.,
purchased the Gibraltar mine from Boliden Westmin (Canada) Limited (Boliden)
and certain of its affiliates, including all mineral interests, mining and
processing equipment and facilities, and assumed responsibility for ongoing
reclamation. Pursuant to the terms of the acquisition, Gibraltar acquired mining
equipment, parts and supplies inventories valued at - 20 - $19 million, an existing British Columbia Government environmental
deposit of $8 million, and mineral interests valued at $3.3 million and received
$20.1 million in cash over 18 months from closing, of which $17 million was
received pursuant to a 10-year non-interest bearing convertible debenture issued
to Boliden. Gibraltar assumed the estimated reclamation liability pertaining
to the Gibraltar mine of $32.7 million and Taseko guaranteed Gibraltar’s
obligations to Boliden. The principal sum advanced under the debenture is convertible
into Taseko common shares in the first year at Cdn$3.14 per Taseko share. The
conversion price escalates Cdn$0.25 per Taseko common share each year over the
10-year term of the debenture on each July 19th anniversary of closing. The
conversion price at September 30, 2005 was Cdn$4.64 per Taseko share. The debenture
is due on July 19, 2009. After five years, the debenture can be converted at
Taseko’s option at then-prevailing market prices for Taseko shares or
paid out in cash at Taseko’s election. Taseko retains certain rights of
first refusal respecting any proposed sale of shares acquired by Boliden under
the debenture. If Boliden elects to exercise its option to convert the debenture
into Taseko common shares at Cdn$4.64 per share, Taseko would be required to
issue 3,663,793 common shares. As of March 30, 2006, Boliden has not elected
to convert the debenture. If Taseko elected to exercise its option and convert
the debenture into common shares, Taseko would be required to issue 6,343,284
common shares at a prevailing market price of Cdn$2.68 per share. Harmony Gold Project Gibraltar acquired the Harmony Gold Project in October 2001 through
a transaction with Misty Mountain Gold Ltd. (now known as Continental Minerals
Corporation) for consideration of $2.23 million in cash and the issuance of
preferred shares in Taseko’s wholly-owned subsidiary Gibraltar Mines Ltd.
and which preferred shares are exchangeable for Taseko shares in certain events
at prices for the Taseko shares similar to the consideration price of the Boliden
Debenture (see "Gibraltar Mine – Acquisition Term"). The tracking
preferred shares are designed to track and capture the value of the Harmony
Gold Property and will be redeemed for common shares of Taseko upon a realization
event, such as a sale of the Harmony Gold Property to a third party or commercial
production at the Harmony Gold Property, or at the option of Gibraltar, if a
realization event has not occurred within ten years. The tracking preferred shares are redeemable at specified
prices per common share of Taseko starting at $3.39 and escalating by $0.25 per
year ($4.14 at September 30, 2005). If a realization event does not occur on or
before October 16, 2011, Gibraltar has the right to redeem the tracking
preferred shares for Taseko common shares at a deemed price equal to the greater
of the then average 20 day trading price of the common shares of Taseko and
$10.00. The Taseko common shares to be issued to Continental upon a realization
event will in turn be distributed pro-rata, after adjustment for any taxes, to
the holders of redeemable preferred shares of Continental that were issued to
Continental shareholders at the time of the Arrangement Agreement. In the event
that a realization event occurs between March 30, 2006 and October 16, 2006 the
conversion price would be $4.39 per share. The tracking preferred shares would
be redeemed for 6,068,781 common shares of Taseko. Management does not believe there has been a fundamental change
in the nature of the Harmony Gold Property; however, during the 2004 fiscal
year, the Harmony Gold Property was written down to a nominal value of $1,000.
Accounting rules require that the Company must write down its investment in a
property if it has not conducted significant exploration or development on the
property in the last several years, unless there is persuasive evidence to the
contrary. Assessments will be undertaken over time as metal prices
indicate new opportunities for the Harmony project. - 21 - Capital Expenditures and Divestitures For a discussion of Tasekos capital expenditures see Item 5.
Operating and Financial Review and ProspectsLiquidity and Capital Resources
and Item 4(d) Property, Plant and Equipment. - 22 - B. Business Overview Tasekos Business Strategy and Principal
Activities The principal projects of Taseko are as follows: The Gibraltar Mine Taseko’s subsidiary, Gibraltar Mines Ltd., owns the Gibraltar
open pit mine in south central British Columbia near the town of Williams Lake.
The mine is operated by Gibraltar’s partner Ledcor. The Gibraltar Mine
is an open pit copper mine operation that utilizes drilling, blasting, cable
shovel loading, and truck hauling to excavate the ore. A mill operation then
crushes, grinds and processes mineralized material through froth flotation to
create a concentrate. The concentrate contains approximately 30% copper and
just under 1% of molybdenum. The Gibraltar Mine currently operates under a 14
year mine plan and produces and sells copper and molybdenum concentrates. The
Gibraltar Mine began restart in 2004 and was brought back into production in
2005 after significant investments in mining equipment and the formation of
a venture with Ledcor, a construction excavation firm which has provided financial
guarantees and also staffs and operates the mine under the direction of a management
committee. With only three fiscal quarters of operation by the fiscal year-end,
the profitability of Gibraltar Mine is not yet completely predictable; however
it has achieved positive cash flow. During the year ended September 30, 2005,
Gibraltar mined 39.9 million tons of ore and waste material (at a 2.3:1 stripping
ratio), and milled approximately 11.5 million tonnes at a grade of 0.314% copper
and 0.017% molybdenum. With copper recoveries of 76% and molybdenum recovery
of 23%, the Gibraltar Mine produced 54.8 million pounds of copper in concentrate
and 427,059 pounds of molybdenum in concentrate, generating revenues of $71.9
million from copper concentrate sales and $15.7 million from molybdenum (at
average sales prices of US$1.151 for copper and US$34.00 for molybdenum) in
fiscal 2005. Cash operating costs were in the range of US$1.15 per pound of
copper. Taseko (through its wholly owned operating subsidiary Gibraltar
Mines Ltd., (Gibraltar)) has an 85% interest in any residual profits
of the operations (i.e. profits after payment of usage fees to the participants
for contributed assets and services) and Ledcor has a 15% interest in any residual
profits. Ledcor is the operator of the mine and has provided, through an affiliate
company, the use of certain leased mining equipment, including a large electric
shovel and five mine haul trucks. The mill and other mine assets, including
mineral titles, belong to Gibraltar. The venture pays usage fees to each of
Gibraltar and Ledcor for use of their respectively contributed assets as well
as for services they respectively contribute to the joint venture. Taseko is
responsible for concentrate sales, off-site activities and certain aspects of
administration, and Ledcor has primary responsibility for carrying out all mining
and milling activities, as well as recruitment of personnel and maintenance
of the equipment and facilities. Pursuant to the agreement, Taseko is required
to maintain a bank account with a balance of at least $5 million in a product
revenue account, for the purposes of providing a working capital reserve for
operations and general administrative costs. Taseko granted a general security
agreement in favour of Ledcor in the amount of $5.8 million and a second charge
on certain mining equipment with an appraised fair value of at least $5.8 million.
Under certain circumstances, a fee of up to $7 million (reducing by $250,000
per month, commencing October 2005) is payable upon the termination of the agreement
prior to February 1, 2008. Royalty Sale Agreement In September 2004, the Company entered into agreements with an
arms-length investment partnership, the Red Mile Resources No. 2 Limited
Partnership (Red Mile). Gibraltar sold to Red Mile a royalty - 23 - over Gibraltar production for $67.357 million, which was received
on September 29, 2004 but immediately loaned to a trust company as the Company
had pledged the promissory note to secure its obligations under the royalty
agreements. Pursuant to the royalty sale and cash pledge agreements, the
Company received a net amount of $10.5 million in fees and interest for services
performed in relation to the Red Mile transaction, of which $5.25 million was
received on each of September 2004 and in December 2004. The amount of $5.25
million received in September 2004 included $1.75 million for indemnifying an
affiliate of Red Mile from any claims relating to a breach by Gibraltar Mines
Ltd. under the royalty agreement. The funds received in respect of the indemnification
are presented as deferred revenue in the Company’s financial statements,
and are being recognized over the expected remaining (approximately 10 year)
life of the royalty agreement. Under the Royalty Agreement, annual royalties will be payable
by Gibraltar at rates ranging from $0.01 per pound to $0.14 per pound of copper
produced during the period from the commencement of commercial production (as
defined in the agreement) to the later of December 2014 and 5 years after the
end of commercial production from the mine. Gibraltar is entitled to have released
to it funds held under the promissory note to fund its royalty obligations to
the extent of its royalty payments. The Company has a pre-emptive option to effectively purchase
("call") the royalty interest by acquiring the Red Mile partnership
units at a future date in consideration of a payment which is (i) approximately
equal to the funds received by the Company less royalty payments to date, or
(ii) fair value, whichever is lower. Under certain circumstances, the investors
in Red Mile also have a right to sell ("put") their Red Mile partnership
units to the Company at fair value; however such right is subject to the Company's
pre-emptive right to exercise the "call" in advance of any "put"
being exercised and completed. The Company also granted to Red Mile a net profits interest (“NPI”),
which survives any “put” or “call” of the Red Mile units.
For the years 2011 to 2014, the NPI is 2% if the price of copper averages US$2.50
to US$2.74 per pound, 3% if the price of copper averages US$2.75 to US$2.99
per pound and 4% if the price of copper averages US$3.00 per pound or greater
for any year during that period. The US-dollar pricing amounts specified above
are based upon an exchange rate of US$0.75 for C$1.00, and shall be adjusted
from time to time by any variation of such exchange rates. No NPI is payable
until the Company reaches a break-even point between aggregate revenues and
aggregate operating costs and expenditures after the commencement of commercial
production. See also discussion of 2004 Results below for further information
on the accounting treatment of the Royalty Sale. Undeveloped Gold/Copper Projects Prosperity and
Harmony Projects Taseko owns 100% of two undeveloped projects in British
Columbia. The Prosperity Project, located in south central British Columbia,
which hosts a large copper-gold porphyry deposit. Taseko expended approximately
$41.5 million from 1991 to 2000 on the Prosperity Project, excluding $28.7
million in acquisition costs, but wrote-down the value of this project to $1,000
during the subsequent periods of low metal prices. The Harmony Property, located
in the Queen Charlotte Islands (also known as Haida-Gwaii), hosts a large gold
deposit. Gibraltar recorded acquisition costs in connection with the Harmony
Property in the $29 million range but also wrote the property down to the
nominal value of $1,000 in 2004. The Company has recently announced that it has
re-initiated work on the Prosperity Project. Gibraltar - Ledcor Agreement - 24 - Under the terms of the Gibraltar – Ledcor Agreement (“Ledcor
Agreement”), Ledcor will be the operator of the Gibraltar Mine for a term
of 40 months Effective October 1, 2004. The Ledcor Agreement will be managed
by a Management Committee consisting of five members, to direct and control
overall policies, objectives, procedures, methods and actions under the Ledcor
Agreement. The Management Committee consists of two members appointed by Gibraltar
and two members appointed by Ledcor, together with an independent Chairperson. The Ledcor Agreement shall terminate on expiry of the 40 month
term, unless earlier terminated by written agreement of the parties. If Gibraltar
terminates Ledcor prior to the expiration of the initial 40 month term, a termination
fee of $7 million shall be payable within ten days of the date of the termination
of the joint venture. The termination fee will be reduced pro-rata after the
first twelve months from the effective date by $250,000 per month until it is
reduced to a zero value. Hunter Dickinson Management Contract Hunter Dickinson Inc. ("HDI") provides management services to
Taseko, pursuant to a geological and administrative services agreement dated for
reference December 31, 1996. HDI is one of the larger independent mining
exploration groups in North America, providing management services to nine
public mineral resource issuers. As of March 30, 2006, HDI employed or retained
approximately 102 staff or service providers, substantially on a full-time
basis. Of these, approximately: 40% are professional technical staff (a large majority of whom have
accreditation as a professional engineer or professional geoscientist); 15% are professional accountants (the majority of whom have professional
designations); and 45% are administrative, office or field support personnel. HDI has supervised mineral exploration projects in Canada
(British Columbia, Manitoba, Ontario and Quebec) and internationally in Brazil,
Chile, the United States (Nevada and Alaska), Mexico, China and South Africa.
HDI allocates the costs of staff input into projects based on time records of
involved personnel. Costs of such personnel and third party contractors are
billed to the participating public companies on a full cost recovery basis
(inclusive of HDI staff costs and overhead) for amounts that are considered by
the Company's management to be competitive with arm's length suppliers. The
shares of HDI are owned equally by each of the participating corporations
(including Taseko) as long as HDI services are being provided; however such
participant surrenders its single share at the time of termination of the
related services agreement, which can be cancelled on 30 days notice by either
party. - 25 - (See Item 19 Exhibits). Several of the directors of HDI are
also directors of Taseko and they also serve as a majority of the directors of
the other mineral resource issuers that have similar arrangements with HDI. C. Organizational Structure Taseko operates directly and also through one principal subsidiary,
Gibraltar Mines Ltd. ("Gibraltar”). Taseko itself owns the Prosperity
Project, and Gibraltar owns the Gibraltar Mine and the Harmony Gold Project.
All of the companies are British Columbia companies and all operations are in
British Columbia. Taseko’s corporate organization is summarized in the
diagram below:
D. Property, Plant and Equipment The Gibraltar Mine was acquired from Boliden Westmin (Canada)
Limited in July 1999, approximately one year after commercial mining operations
were suspended due to then-prevailing low copper prices. The Gibraltar Mine
was acquired with mill and mining equipment and supplies valued at approximately
$19 million. The purchase of the mine included an environmental deposit for
$8 million (which was later increased to $18.4 million in 2001, and then decreased
to $15.9 million in December 2002), and mineral property interests then valued
at $3.3 million. The Gibraltar Mine has an obligation to reclaim and manage
the area should it be determined that operations must permanently cease and
the area be reclaimed. The estimated amount of the reclamation costs, adjusted
for estimated inflation at 2.5% per year, in 2017 dollars, is $49.4 million
(September 30, 2004 – $32.7 million). (See Item 4, Gibraltar Mine –
Acquisition Terms and Environmental Matters.) In accordance with the Gibraltar mine permit, the Company has
pledged the mine's plant and certain equipment which, when combined with
reclamation deposits (approximately $18.3 million at September 30, 2005),
provide the Government of British Columbia with the required security for the
estimated reclamation liability on the Gibraltar Mine of $49.4 million. During fiscal 2004, the Company acquired a mining shovel and
five haul trucks for US$18.3 million. In the first quarter of fiscal 2005, the
Company sold this equipment for US$18.3 million (US$14.6 million net of a 20%
down payment). The equipment was leased to Ledcor for use at the Gibraltar mine.
The company has accounted for this as a sale-leaseback transaction in the
financial statements. The Company has also guaranteed residual values totaling US$7.1
million ($8.5 million) on this equipment at the end of the lease term in
November 2008. - 26 - Neither the Prosperity Project nor the Harmony Gold Project
have any mining plant or equipment located thereon, although both projects have
field accommodation and miscellaneous exploration equipment, which is of little
realizable value, on site. Location of Operations and Properties Location, Access and Infrastructure The Gibraltar mine area consists of 251 mineral claims, 30 mining
leases, and some ancillary fee simple real estate held by Gibraltar. The mine
site covers approximately 109 square km, approximately 65 km north of the City
of Williams Lake in south-central British Columbia, Canada. Access to the Gibraltar
mine from Williams Lake is via Highway 97 to McLeese Lake. From McLeese Lake,
a paved road provides access to the Gibraltar mine site. The total road distance
from the City of Williams Lake to the Gibraltar mine is 65 km. - 27 - The Canadian National Railway has rail service available to
facilitate the shipping of copper concentrates through to the Pacific Ocean port
of North Vancouver as well as to other points in Canada and the United States. A
rail siding and storage shed for the shipment of concentrate is located 26 km
from the mine site. Electricity is obtained from the British Columbia Hydro and
Power Authority (BC Hydro). Natural gas is provided by Avista Energy and
Terasen Gas (formerly BC Gas). The communities of Williams Lake and Quesnel are
sufficiently close to the site to supply goods, services, and personnel to the
Gibraltar mine. The Gibraltar mine mineral claims cover an area of gentle
topography; local topographic relief is in the order of 200 m. The plant site is
located at an elevation of approximately 1,100 m above sea level. The project
area has a moderate continental climate with cold winters and warm summers.
Ambient air temperature ranges from a winter minimum of -34 degrees C to a
summer maximum of 35 degrees C. Average annual precipitation at the site
averages 51 cm, of which about 17 cm falls as snow. Maximum snow depth is about
1 m, most of which falls in late February. History The early 1960s marked the entry of the major mining companies
into the Granite Mountain area and the subsequent introduction of modern
exploration techniques, which ultimately led to the discovery of the mineral
deposits. Of the seven Gibraltar mineral deposits that are now known, only
Gibraltar West offered any exposure of surface mineralization; Pollyanna,
Connector and Gibraltar East had a few minor exposures of leached limonitic
capping; Granite Lake, Gibraltar West Extension and the Sawmill Zone were
completely covered by overburden. In this environment, the most effective
exploration tools were soon found to be Induced Polarization (IP) geophysics
and diamond drilling. Mine production began in March 1972 and the mine operated
almost continuously from 1972-1998. Total production to the end of 1998 totalled
1.86 billion pounds of copper and 19.7 million pounds of molybdenum from 336
million tons milled. Reconciliation studies on a number of open pit stages
demonstrated good correlation between reserve estimates and actual
production. The Gibraltar mine has also produced cathode copper by leaching
both low grade dump material (374 million tons at grades lower than the milling
cut-off grades of 0.16 -0.25%) and leachable oxide material from the pits using
sulphuric acid and natural bacteria. From October 1986 to shutdown in late 1998,
approximately 84.7 million pounds of copper were recovered from solution by the
solvent extraction-electrowinning (SX/EW) process. SX/EW plant operations are
expected to resume when further oxide material is mined from the Pollyanna and
Connector pits. Future recovery of electrowon copper will be mainly from
engineered leach pads. From 1999-2004, Taseko geologists and engineers explored for
additional mineralized material and to better define known resources. The on-site
staff also completed on-going reclamation work and maintained the Gibraltar
mine for re-start. Operating and environmental permits were kept in good standing.
In early 2000, the digital database of geological information on the Gibraltar
property was expanded to include information from both inside and outside the
pit areas, including data from approximately 200 drill holes, totalling 24,000
m (78,400 ft). Plans identifying the location of drill holes relative to known
geophysical and geochemical data and anomalies were generated. In August 2000,
a property-scale Induced Polarization (IP) geophysical survey was
initiated, involving approximately 220 km of IP survey. Interpretation of the
results was completed in the spring of 2001, identifying deposit-scale anomalies.
Six target areas were followed up by drilling in 2003 in 194 holes, totalling
33,752 m (110,720 ft), resulting in discovery of four mineralized areas. The
most significant of these is the 98 Oxide Zone, where significant copper mineralization
was encountered, indicating potential for a mineral resource in this area. - 28 - In late 2003, Gibraltar developed a plan to mine 164 million
tons of ore over 12 years to produce an average of 70 million pounds of copper
and 980,000 pounds of molybdenum per year in concentrate plus additional cathode
copper from its 10 million pounds per year SX/EW plant. The Gibraltar re-start
decision was based on the initial three years of the 12-year mine plan. Open pit
pre-development work began in the Pollyanna pit area in June 2004, milling in
October and full commercial production in January 2005. Copper Refinery Study A scoping study (preliminary review of capital and operating
costs to determine the viability of a project at an accuracy of plus or minus
30%) to investigate the concept of building and operating a copper refinery at
the Gibraltar site, using a hydrometallurgical process developed by Cominco
Engineering Services Ltd. (CESL) to recover copper from concentrate was
completed in August 2000. The scoping study projected that the capital cost for the
refinery would be $95.0 million including contingencies, and could reduce the
operating costs of the mine by up to US$0.20 per pound of copper produced due to
elimination of transporting concentrate off-site and other site efficiencies.
Based on the results of the scoping study, feasibility-level engineering and
analyses were initiated under a Memorandum of Agreement dated October 6, 2000.
The program included testwork at CESLs large-scale test plant facility in
Vancouver, British Columbia. During the latter half of the 2001 fiscal year, Bateman
Engineering (Pty) of Australia was engaged to conduct an engineering
feasibility-level cost study. The study involved engineering and design work
sufficient to determine the capital and operating costs for the facility to an
accuracy of 5% to +15%. The refinery would be capable of processing 130,000
tonnes of 24% copper concentrate and producing 30,000 tonnes of LME grade
(99.999%) copper cathode annually. The study estimated the refinery capital cost
to be $109.5 million and the annual operating cost to be $16.3 million, or
US$0.147/lb of copper produced. The study also identified several synergies with the existing
Gibraltar mill and treatment facilities. For example, as acid would be produced
in the refinery, less acid would need to be procured for the heap leach facility
at the Gibraltar site. In addition, heating the leach solution with excess heat
generated by the refinery would enhance copper recovery from the heap leach.
Implementing some of these additional opportunities would result in cost savings
beyond the $17.4 million per annum savings associated with changing the
Gibraltar mine from a concentrate producer to a cathode producer. Property Geology The Gibraltar mine generally consists of seven separate
mineralized zones. Six of these Pollyanna, Granite Lake, Connector, Gibraltar
East, Gibraltar West and Gibraltar West Extension occur within the Granite
Mountain batholith in a broad zone of shearing and alteration. A seventh copper
mineralized body, the Sawmill zone, lies about six km to the south, within a
complex contact zone between the batholith and Cache Creek Group rocks. The Sunset and Granite Creek mineralized systems are two major
structural orientations that control mineralization at Gibraltar. Structures of
the Sunset system that host mineralization are mainly shear zones. Host
structures of the Granite Creek system are predominantly oriented stockwork
zones. The Granite Creek system provides the major structures that control
mineralization of Pollyanna, Granite Lake and the Sawmill zones. These bodies
have the characteristics of porphyry copper type mineralization. - 29 - The Gibraltar East deposit is essentially a system of
interconnected Sunset zones, which create a large body of uniform grade.
Gibraltar West and Gibraltar West deposits are contained within a large complex
shear zone. Geological modelling, geophysical surveys (predominantly IP)
and diamond drilling have been the primary exploration tools used at the Gibraltar
mine. Mining phase exploration, during the period of 1972-1998, added additional
sulphide resources. Data collected during a sulphide copper exploration program
in the 1990s between the Gibraltar East and Pollyanna open pits (the “Connector
Zone”) indicate that there is potential for oxide copper mineralization
in this zone. Targets also exist to explore for new deposits occur near the
existing open pits (Gibraltar West Extension, Connector, Gibraltar East Extension,
Crusher zones) and on other parts of the property (e.g. Sawmill). Mineralization Types Pyrite and chalcopyrite (copper sulphide; ore mineral of copper
and iron) are the principal primary sulphide minerals in the Gibraltar mine
mineralization. Fine-grained chalcopyrite, accounts for 60 percent of the copper
content and constitutes the single most important form of copper mineralization.
Coarser grained chalcopyrite usually occurs in quartz veins and shear zones. Small concentrations of other sulphides are also present.
Bornite (copper sulphide; an ore mineral of copper), associated with magnetite
and chalcopyrite, occurs on the extremities of the Pollyanna and Sawmill
deposits. Molybdenite (molybdenum sulphide; an ore of molybdenum) is a minor but
economically important associate of chalcopyrite in the Pollyanna, Granite Lake
and Sawmill deposits. There is a close spatial relationship between sulphide mineralization
and alteration in the Gibraltar deposits, for example, higher-grade mineralization
is associated mainly with the presence of sericite and chlorite alteration.
Exploration in 2005 A core drilling program, encompassing holes for pit definition
for the Granite Lake and PGE Connector deposits and property exploration at the
98 Oxide Zone, was carried out in September and October 2005. The program is
summarized in the table below: *Note: 2 holes were completed during the fiscal year and 8 holes
were In the Granite Lake area, 24 holes were drilled on the southern
perimeter to test the geological model, refine the block model and provide
metallurgical samples prior to making a decision on the next stage pit. Based
upon this latest drilling, there are two areas (to the south-southwest and to
the south) that warrant further step-out drilling, with potential to add new
resources down plunge along existing ore trends. Three holes were drilled at the PGE Connector deposit.
Mineralization was encountered in all holes. Three holes were also drilled near
the crusher and confirmed that there is no mineralization in this area. - 30 - The 98 Oxide Zone was discovered by drilling in 2003.
Mineralization was outlined over a significant area, demonstrating potential for
a copper resource. Exploratory drilling (10 holes) in 2005 did not expand the
zone. Sampling and Analytical Procedures In 2005, 22,934 ft of NQ sized core was drilled. All drill core
was photographed, then logged and sampled by technical staff under the
supervision of a qualified person. All exploration core was split into two
pieces using a mechanical core splitter, with half of the core sent for analyses
and the other half retained for audit purposes. All production core was whole
core sampled for analyses. Average sample length is three metres. Primary sample
crushing to -6 mesh and sub-sample (approximately 200 g) splitting of 2003 drill
core samples was carried out on-site at the Gibraltar Mines Ltd. metallurgical
testing services laboratory. Sub-samples were sent for pulverizing and final
analytical testing at ALS-Chemex Laboratories in Vancouver, where all samples
were analyzed for total copper and molybdenite. Comparison of the results with
information obtained while logging will likely result in selected intervals also
being analyzed for acid soluble copper (ASCu), cyanide-soluble copper (CNSCu) to
assist with ore sub-typing during resource estimation. Analyses provided for samples from both the 2005 Exploration
and Production Programs include percent total copper, percent acid soluble
copper, percent cyanide soluble copper, and percent molybdenite. The total
copper, acid soluble copper, and molybdenite, analyses are performed by acid
digestion of pulverized drill core samples followed by Atomic Absorption
Spectrometry (AAS) analyses of the resulting solutions. The cyanide soluble
copper assay is performed by cyanide digestion of pulverized drill core samples,
followed by AAS on the resulting solution. Quality Assurance/Quality Control (QA/QC) Procedures The following QA/QC Protocols were implemented for the 2005
drilling program to ensure that accurate, precise and reproducible analytical
results are obtained: Every twentieth sample is re-split from the crushed drill core reject and
analyzed at a second laboratory (Assayers Canada) to ensure accurate sampling.
A table and chart of mainstream vs. re-split sample assays is maintained.
Two standards, known to the geologist, are randomly numbered and added
to each sample batch of 33 drill core samples to test the laboratories ability
to reproduce results. A table and chart of the standard assays is maintained.
One randomly numbered silica blank sample is also added to each sample
set submission (of 33 samples) to ensure that samples, solutions and apparatus
are not contaminated. Reject assay pulps are placed in labelled bags and stored as sets corresponding
to their diamond drill hole, for future reference. Each sample bag also
contains an identification tag to ensure positive sample identification.
Reject drill core pulps are stored in labelled bags as drill-hole sets
for future reference. Each sample bag also contains an identification tag
to ensure positive sample identification. Security of Samples At Gibraltar, a library of representative samples of the
different rock types and mineralization is retained in a secured on-site core
facility. - 31 - All core from the 2005 program was drilled, transported,
logged, and crushed on-site. For exploration samples (for 2005 this refers to
the 98 Oxide drilling), the remaining half-core, pulps and rejects from
half-core samples are retained in a secured on-site facility. For production
core samples, the pulps and rejects are retained in a secured on-site
facility. The Gibraltar mine site has restricted access. Mining The Gibraltar mine is a typical open pit operation that
utilizes drilling, blasting, cable shovel loading and large-scale truck hauling
to excavate rock. The mine is planned to enable excavation of sulphide
mineralized material of sufficient grade that it can be economically mined,
crushed, ground and processed to a saleable product by froth flotation. The
flotation overflow, or concentrate (mineralization, which is increased in purity
by primary production techniques that include crushing, grinding and flotation
to eliminate portions of valueless rock), has a copper grade of about 100 times
that of the rock from which it was processed and is sold to smelters for further
treatment to provide high purity copper metal. The flotation underflow, or
tailings, has had its minerals removed and is pumped to the tailings storage
facility. During the mining process, unmineralized rock must be excavated
to expose the economically mineralized material. The unmineralized material is
moved to rock dumps that will be sloped and reclaimed. Rock containing lower grade sulphide mineralization or oxide
mineralization is also mined but is not immediately processed. The lower grade
sulphide material is stockpiled for later treatment in the mill. In addition, a
portion of the low grade sulphide and all of the oxide material can be leached
with sulphuric acid, which is naturally assisted by bacterial action, and the
resultant copper sulphate solution can be processed to cathode copper in the
Gibraltar mines SX/EW plant. The SX/EW plant has not been reactivated since
mining re-started in October 2004, so the oxide material has been
stockpiled. Production in 2005 As a result of the delay in commissioning the molybdenum
circuit and lower than planned mill throughput, the Company updated its forecast
metal production for the year at the end of the second quarter (March 31, 2005).
The following table is a summary of the operating statistics for the year
compared to the revised forecast. - 32 - Year-end Reconciliation of Reserves The reserves at fiscal 2005 year end were estimated by
Gibraltar staff and audited by James W. Hendry, P.Eng., and C. Stewart Wallis,
P.Geo., of Roscoe Postle and Associates Inc. (Roscoe Postle). All mining in fiscal 2005 took place in the Pollyanna stage 4
pit: 12.4 million tons of ore grading 0.314% copper was mined with 0.9 million
tons in live inventory at year end and 11.5 million tons processed; an
additional 2.2 million tons of low grade sulphide material and 2.0 million tons
of oxide ore were stockpiled for later processing. In addition, 23.4 million
tons of waste rock was moved to rock piles. The geological model forecast 12.5
million tons of ore grading 0.313% copper; 2.9 million tons of low grade
material and 1.9 million tons of oxide material. Roscoe Postle concluded that
the geological model was predicting the mining tonnage and grade well within the
accuracy of the model. Estimates of Mineralization The oxide reserves were estimated by Gibraltar staff and
audited by James W. Hendry, P.Eng., and C. Stewart Wallis, P.Geo., of Roscoe
Postle and Associates Inc. in 2004. These did not change in 2005. They are 16.5
million tonnes grading 0.148% copper at a 0.10% acid soluble copper cut-off. The sulphide reserves were updated subsequent to year-end. A
detailed review of the geological model, confirmation of pit wall locations
established in previous mine optimization studies, and an analysis of - 33 - current price and mining cost projections allowed for expansion
of the previously defined pits, specifically, at the PGE Connector and Granite
Lake deposits. Long term metal prices of US$1.10/lb for copper and US$6.00/lb
for molybdenum were used for the estimates. Results are tabulated below: It is the opinion of the Companys experts that the above
reserves are reported in accordance with both 43-101 and SEC Guide 7. The
reserves occur on the perimeter of existing open pits and have been integrated
into the existing mine plan for the operation. Long term metal prices have been
utilized for the estimates and permits are in place that would allow mining to
proceed. The estimates used a 0.20% copper cut-off grade for the sulphide
reserves. Sulphide copper recoveries for the course of the mine plan are based
on the historic metallurgical performance of the concentrator on each mineral
system to be treated. The average life of mine recovery for copper is 81.9% and
for molybdenum is 40.6% . The operating costs and cash flow are calculated on a constant
Q4 2005 Canadian dollar basis. Major input parameters for the model are
summarized as follows: Metal Prices and Foreign Exchange: - 34 - The average life of mine unit operating costs are summarized
below: - 35 - Cautionary Note to Investors
Concerning Estimates of Measured and Indicated Resources The following section use the terms measured resources
and indicated resources. The Company advises U.S. investors
that while those terms are recognized and required by Canadian regulations
(under National Instrument 43-101 "Standards of Disclosure of Mineral
Projects"), the United States Securities and Exchange Commission does
not recognize them. U.S. Investors are cautioned not to assume that
any part or all of mineral deposits in these categories will ever be converted
into reserves. In addition to the above reserves, the mineral resources are
estimated to be: The resource and reserve estimation was completed by Gibraltar
mine staff under the supervision of John W. McManus, P.Eng., Vice President of
Operations for Taseko and a Qualified Person under National Instrument 43-101.
Mr. McManus has verified the methods used to determine grade and tonnage in the
geological model, reviewed the long range mine plan, and directed the updated
economic evaluation. A technical report has been filed on www.sedar.com. Environmental Matters The Gibraltar mine had operated for some 28 years from four
open pits, prior to its acquisition by Taseko in 1999. Waste dumps were
developed in various areas adjacent to the open pits, and tailings were disposed
in a pond located about three kilometres north of the mill. A comprehensive mine
closure report containing an assessment of reclamation and long term
environmental costs is produced approximately every 5 years. On acquiring the mine in 1999, Taseko received both independent
and government assessments of the reclamation and water management liability for
the Gibraltar mine. The reclamation plan for Gibraltar involves a water
management program and establishment of grass/legume vegetative covers for all
areas in order to protect against wind and water erosion. Areas around the pits
and waste rock storage areas will be re-sloped, dressed with overburden, and
seeded. The beaches and slopes of the tailing storage area will also be seeded.
The objective is to promote re-establishment of indigenous species, and evolve
toward a self-sustaining ecosystem. Taseko maintained the mine on standby from 1999-2004, and
during that time progressive reclamation was completed. Also in 2002, Gibraltar
and the Cariboo Regional District completed studies and agreed to develop a
landfill site on waste dumps in an area that would not be needed for future
operation of the mine. The landfill will provide reclamation credits to the land
it occupies, as well as revenues. As a result, the Company received a release of
$2.5 million from the reclamation deposits in December 2002. Construction was
initiated in June 2003 and operations began in October 2003. Additional credits
and offsets are expected related to an on-site mini-hydro power generation
project that is presently in the implementation stage. The most recent reclamation plan and closure report, dated February
26, 2003, was approved by the BC Ministry of Energy and Mines (“MEM”)
in 2004. This report states that the total closure costs, including - 36 - covering rock piles with 1.0 m of till, would be $36.7 million
(assuming 2005 dollars and that an outside contractor is hired to do the work).
The estimated amount of the reclamation costs, adjusted for estimated inflation
at 2.5% per year, in 2017 dollars, is $49.4 million. MEM agreed to consider
Gibraltar’s request to reduce the thickness of the till cover to 0.5 m.
If approved, this would reduce final closure costs to $32.9 million in current
2005 dollars. The mine and reclamation permit approved in 2004 requires that
the reclamation liability outlined in the final closure and reclamation report
be covered by $18.5 million in a reclamation trust. The additional liability is
covered by MEM having a first charge on equipment owned by Gibraltar. There have been no environmental non-compliances or incidents
since the mine re-opened. Plans for 2006 Continued copper and molybdenum production is planned for 2006.
Further definition drilling and economic analysis will be undertaken in 2006
with the objective of upgrading additional resources into the reserve category.
The drilling program will be focused on defining this resource between the
existing pits and tying together the extensive mineralization ones. In anticipation of a further increase in the mineral reserves,
an engineering study was initiated to evaluate the economics in expanding the
concentrator production rate by 25%. The upgrade was approved by the Board of
Directors in late March 2006. The $62 million approved expenditure will include
expansion of the concentrator’s grinding circuit by incorporating a Semi
Autogenous Grinding (SAG) mill to improve the efficiency of the present milling
and crushing system. The project also includes a complete replacement of the
flotation recovery system. The ore processing capacity of the mill will increase from the
current 36,750 tons per day to 46,000 tons per day. As a result of the increased
capacity and the improved recoveries related to the new flotation system, the
annual copper production is expected to rise by 30% to approximately 100 million
pounds per year. The new SAG mill will, however, be capable of processing up to
50,000 tons of ore per day, depending on ore characteristics and operating
strategy. Additional engineering analyses of the tailings system and electrical
infrastructure, as well as long-term mine plans, are being undertaken to
determine whether that additional daily throughput can be achieved. Funding for the expansion will come from a combination of
internally generated cash flows and commercial capital sources. The upgrade to
the flotation system will begin immediately. Construction of the grinding
circuit will begin in the summer of 2006, with completion planned for the latter
part of 2007. Since the Gibraltar mine re-opened, oxidized copper ore has been
removed and stockpiled, while sulphide mineralization has been treated through
conventional processes in the mine concentrator. Mining in the Pollyanna Pit
has now progressed to the point where sufficient oxidized copper ore is available
for placement on the leach pads to support continual operation of the solvent
extraction and electrowinning (SX-EW) plant. As a result, in 2006 the Company
announced that it would be refurbish the SX-EW plant. The anticipated capital
cost of rehabilitation of the SX-EW plant is $3 million. It is expected to be
operational by the fall of 2006. The plant is capable of producing up to 7 million
lbs of LME Grade Cathode Copper per year. Copper Refinery Study Update Feasibility level studies were completed in 2002 to assess the
viability of constructing a copper refinery at Gibraltar, based on a
hydrometallurgical process developed by Cominco Engineering Services Ltd. A
refinery located at Gibraltar would produce cathode copper from copper
concentrate at the site rather than - 37 - sending these concentrates to an overseas smelter for
treatment, which would result in an estimated operating cost saving to Gibraltar
of approximately US$0.20/lb of copper produced. With mining operations now underway at Gibraltar, mine
technical personnel have been re-assessing the refinery project. An updated
refinery feasibility study is expected to be completed in the near term, but the
immediate focus is to increase the reserves and evaluate the mill expansion as
these will affect the refinery project economics. The British Columbia
Environmental Assessment (BCEA) Office has advised Taseko that the proposed
refinery would not be reviewable under the BCEA Act because the refining process
would be integrated with ore milling operations of the fully permitted Gibraltar
mine. Labor Matters In a vote held in November 2004 and counted in February 2005,
74% of the workers at the Gibraltar mine voted for the Christian Labour
Association of Canada ("CLAC") union, making CLAC Local No. 68 the certified
union for the mine. CLAC had previously ratified a collective agreement with
Ledcor, the mine operator, in September 2004. Prosperity Project Location, Access and Infrastructure The Prosperity project consists of 196 mineral claims covering
the mineral rights for approximately 85 square km of south-central British
Columbia, Canada. The property is located in the Clinton Mining Division,
approximately 125 km southwest of the City of Williams Lake in south-central
British Columbia. Access from Williams Lake is via Highway #20 to the community
of Lee's Corner, then via an all-weather main line logging haulage road to the
site, a total road distance of 192 km. The Canadian National Railway services
Williams Lake and has rolling stock available to move copper concentrates by
rail to points of sale in North America. The city of Williams Lake is
sufficiently close and is capable of supplying goods, services and personnel to
a mine. Multiple high-voltage transmission lines from the existing
Peace River hydroelectric power grid are situated 118 km east of the Prosperity
project. The current design to supply the required power to service a large mine
and mill complex at the Prosperity project site consists of a 124-km
conventional power line to connect to the existing BC power grid. A major
natural gas transmission pipeline is situated 112 km northeast of the Prosperity
project and would be connected by a new pipeline following the existing road.
Ample water is available nearby for a mining operation. Geology and Mineralization The Prosperity property hosts a large porphyry copper-gold
deposit. The deposit is predominantly hosted in Cretaceous volcanic rocks. In
the western portion of the deposit, the host rocks have been intruded by the
multi-phase, steeply south-dipping Fish Creek Intrusive Stock. The stock is
surrounded by an east-west trending, south-dipping swarm of subparallel
quartz-feldspar porphyritic dikes. These comprise the Late Cretaceous Fish Lake
Intrusive Complex that is related to the mineralization in the deposit. The
central portion of the deposit is cut by two major faults, striking north-south
and dipping steeply to the west. Pyrite and chalcopyrite are the principal sulphide minerals in
the deposit. They are uniformly distributed as disseminations,
fracture-fillings, veins and veinlets and may be accompanied by bornite (a
copper ore mineral) and lesser molybdenite (a molybdenum ore mineral) and
tetrahedrite-tennantite (ore minerals of copper and silver). Native gold occurs
as inclusions in and along microfractures with copper-bearing minerals and
pyrite. - 38 - History Prospectors discovered mineralization in the 1930s. Exploration
continued intermittently and by a variety of operators until about 1991, and
included extensive IP, magnetic and soil geochemical surveys, and 176 percussion
and diamond drill holes, totalling approximately 27,200 metres. This work helped
define the Prosperity Project mineralization to a depth of 200 metres, and
outlined a copper-gold mineralized zone approximately 850 metres in
diameter. Taseko carried out ongoing and systematic exploration programs
from 1991-1999, 154,631 metres has been drilled in 452 holes and accompanied by
progressive engineering, metallurgical and environmental studies. In 1993, Melis Engineering Ltd. was retained by Taseko to carry
out comprehensive metallurgical tests on drill core samples from the Prosperity
Project to evaluate the metallurgical variability of the deposit. The test
program included batch flotation tests and eleven lock-cycle flotation tests on
various composites, and provided detailed copper-gold concentrate analyses,
grindability assessments, tailings settling tests and environmental data. The results from the variability testwork demonstrated that
copper recoveries ranged from 83.0% to 88.4% with copper concentrate grades
ranging from 22.2% Cu to 28.8% Cu. Gold recoveries ranged from 66.1% to 79.8%
with grades ranging from 26.0 grams Au/tonne to 71.3 grams Au/tonne reporting to
the copper concentrate. Bond rod mill and ball mill grindability tests of drill
hole composites indicated a variation of hardness within individual levels and
an increase in hardness with depth. Work indices ranged from 16.4 to 20.4. The conceptual concentrator design was conventional, consisting
of SAG (Semi-Autogenous Grinding) and ball mill grinding; bulk sulphide
flotation; regrind and rougher/scavenger flotation; cleaner flotation; and
concentrate dewatering. Late in 1993, Kilborn Engineering Pacific Ltd. was contracted
to complete a detailed Project Pre-feasibility Study, which was successfully
tabled in mid-1994. The Kilborn Pre-feasibility Study, which considered a 60,000
tonne per day milling rate, addressed most aspects of the Project at the level
of detail and analysis greater than that normally attributed to a
pre-feasibility study. It confirmed that the Prosperity Project compared
favourably with open pit mines currently operating in the region and provided
excellent benchmarks for productivity and cost comparisons. In October 1997, Lakefield Research Limited completed pilot
plant metallurgical programs and bulk sample processing to confirm final process
design criteria. The program focused on finalizing detailed process criteria for
a feasibility study, including copper and gold recovery into a copper-gold
flotation concentrate, assessment of grindability characteristics and detailed
concentrate and environmental analyses. Results from the 50-tonne pilot plant
program results compared favourably with the Pre-feasibility Study metallurgical
results. In 1998, G. Giroux, P.Eng., estimated measured and indicated
mineral resources in the Prosperity deposit. This estimate was used as the basis
for feasibility level studies in 1999-2000. That detailed investigative work
included a review of all major facilities and their construction requirements,
unit costs for labour, materials and equipment. Along with the construction
aspects of the project, a series of optimization studies that analyzed how the
mining should best progress in consideration of the most recent metal price and
exchange rate forecasts. Milling reviews examined the original Lakefield
Research investigations, pilot plant program and the more recent modal analyses
by G&T Metallurgy to determine if they offered any changes that would result
in cost savings. Upon completion of the multitude of studies, an
all-encompassing project analysis was conducted in preparation for completing a
project feasibility report. - 39 - During 1999, consulting geotechnical engineers Knight Piesold
Ltd. focused their attention on rock waste and tailings storage studies. At the
same time, Merit Consultants reviewed the parameters for construction of major
structures. The tailings storage studies investigated holding capacities from
490 million tonnes to 810 million tonnes, methods of embankment design from
impervious to free draining, filling by cyclone or spigot, and various tailings
pumping scenarios. Knight Piesold Ltd. designed the embankment, tailing and
reclaim water pipeline system, freshwater supply system, open pit dewatering and
slope, waste dumps, geotechnical foundation and surface water run-off control
systems. Triton Environmental Consultants developed management for environmental
and socio-economic permitting, planning, fisheries compensation, mitigation and
reclamation. Merit Consultants International continued to review construction
and project management criteria. They also provided details and rates for
alternative collective bargaining construction agreements. Mine engineers examined mining/milling rates of 60,000 and
90,000 tonnes per day along with a reduced mine plan of 400 million tonnes and
stripping ratio of 1:1, respectively. Following the 60,000 and 90,000 tonnes per
day investigations, Taseko engineers and outside consultants conducted detailed
optimization investigations for mine production schedules and milling rates of
70,000, 75,000 and 80,000 tonnes per day. In March 2000, subsequent to economic analyses and mining plan
optimization studies undertaken by Taseko, a revised processing rate of 70,000
tonnes per day was adopted for a detailed study of the Prosperity Project. The
open pit mine design, mine plans, mining capital and operating costs were
prepared by Nilsson Mine Services Ltd. with the assistance of the engineering
staff of Gibraltar Mines Ltd. Kilborn developed the mill flow sheet in
conjunction with the Gibraltar engineering staff. Butterfield Mineral
Consultants Ltd. conducted a study of the saleability of the Prosperity
concentrate. Pilot plant tailings aging tests continued until August 2000 when
the 36-month analyses were completed. The tailings aging tests tables for the
1998 Pilot Plant report were also updated for environmental requirements of the
Project Reporting. Electrical transmission design engineers Ian Hayward
International Ltd. designed the 230 kilovolt (kV) transmission line, provided
the detailed material take-off and selected the right-of-way to the site from
the BC Hydro Dog Creek substation. The latest mining/milling optimization work has detailed much
of the engineering work beyond that conducted previously by considering two
major initiatives. Firstly, environmental analyses were reviewed and the waste
rock storage criteria revised, enabling reduced truck haulage requirements.
Secondly, application of current and actual Gibraltar mine equipment operating
costs resulted in reduced overall mining costs. The most suitable waste rock and
tailings storage designs were incorporated into the development. Reduced milling
costs were achieved by increasing the primary grind specification from 160
microns to 200 microns. This improvement was determined through additional
metallurgical reviews. Cost effective construction criteria, investigated by
Merit Consultants, were applied to all major structure cost estimating. Kilborn Engineering Pacific Ltd provided a draft report on the
detailed engineering studies in December 2000. The studies indicated that the
deposit was amenable to open pit mining but additional refinements were
necessary to improve project economics. Further work had been deferred until
late 2005. Sampling and Analysis Since the current Taseko management group took over the project
in 1991, 127,000 metres of HQ and NQ core has been drilled in 275 bore holes,
and a single 200-metre percussion hole. Core recovery averaged 95.7% . Drill
company personnel boxed all core and delivered it to Tasekos logging compound
at the Prosperity site twice daily. Taseko geological and engineering staff
based at the Prosperity site supervised drilling, logging and sampling. A total
of 57,778 core samples were taken, each sample was generally two metres in
length. - 40 - In 1991-1994, drill core was mechanically split, one half of
which was submitted for preparation and analysis. In 1996-97, 42% was subject to
whole core sampling, 44% was sampled as sawn half-core, 5% of samples comprised
the larger portion of core sawn 80:20. The remaining 9% was cored overburden,
which was not generally sampled. Half of the core remaining after splitting is
stored in core racks at site. Samples were bagged and shipped by commercial surface transport
to Vancouver area laboratories, where they were prepared. Samples were dried at
temperatures less than 65° C. In 1991-1993, primary comminution to approximately
1/4 inch (6.4 mm) size by a jaw crusher with secondary roll crushing to obtain
minus 15 mesh. In 1994-1997, samples were crushed in a single stage so that
greater than 60% passed a 10 mesh screen and 500 gram assay splits were riffled
out for crushing. Coarse rejects were retained until year 2000 in a warehouse in
Port Kells, British Columbia. Ring and puck pulverization was used. In
1991-1993, approximately 95% of the sample passed a 120 mesh screen. In
1994-1997, greater than 90% of the sample passed a 150 mesh screen. Pulp rejects
are retained indefinitely at the Port Kells warehouse. All assays and analyses were performed by Assayers Canada
(formerly Min-En Laboratories). Gold analysis was done by lead collection fire
assay, using a 30 gram charge and an Atomic Absorption Spectroscopy (AAS)
finish. Copper analysis was done by Aqua Regia digestion on a 2 gram sample, AAS
finish. Mercury analysis was done by Cold Vapour AA. Multi-element analysis by
Inductively Coupled Plasma Emission Spectroscopy (ICP-ES) was also done on all
samples. In order to assess quality control, duplicate and standard
reference samples were submitted for assaying, representing more than 10% of the
total assays. Random duplicates were derived from 5% of all rejects. Every
twentieth sample was shipped to either Chemex Labs Ltd. (now ALS Chemex) or
International Plasma Laboratories Ltd. for riffle splitting of the coarse
rejects, pulverization and analysis for gold and copper. In 1994-1997,
project-based, bulk standard reference materials were created and submitted
within the mainstream and duplicate analytical streams. Security of Samples For Prosperity, drill core is stacked and stored on the
property. Pulps and rejects from core samples are generally stored by the
analytical facility for one year, then acquired by the Company and stored in a
secured facility in Port Kells. All rejects are discarded after two years. Plans for 2006 In November 2005, work was re-initiated on the Prosperity
Copper-Gold Project. Previous work on the project included two years in the British
Columbia Environmental Assessment ("BCEA") process. In 2005, Taseko was granted
an extension order for the Prosperity Project Application under the BCEA process
until April 30, 2007. Taseko technical staff are currently reviewing previous
feasibility studies and re-assessing the project economics based on new
technologies, concepts, and innovative approaches to mine development. This
includes re-examining optimal mining rates and mining equipment size, analyzing
the economics of constructing and operating a single line mill rather than
multiple smaller lines, and evaluating the potential improvements which could be
realized with state-of-the-art metallurgical technologies such as large tank
flotation circuits and expert computerized mill control systems. The Company is
also reassessing major infrastructure plans, such as the power-line route, to
determine if there are synergies to be achieved with the other communities of
interest in the area. - 41 - Harmony Gold Project Location, Access and Infrastructure The Harmony Gold Project is located in the Skeena Mining
Division, on Graham Island, Queen Charlotte Islands (also referred to by its
aboriginal inhabitants as "Haida Gwaii"), on the northwestern coast of British
Columbia, Canada. The Harmony Gold Property comprises of 50 four post mineral
claims, 37 two post mineral claims and one fractional claim, totalling 970 claim
units and 24,250 ha. The deposit-area claims are in good standing until June 29,
2009. The Queen Charlotte Islands-Haida Gwaii, are approximately 89
kilometres west of the British Columbia mainland, 159 kilometres southwest of
the City of Prince Rupert, and approximately 770 kilometres northwest of the
City of Vancouver. Existing high capacity industrial logging roads, extending
from the towns of Port Clements, Masset and Queen Charlotte City, are used
access the site. By road, the property is approximately 40 kilometres from Queen
Charlotte City and 30 kilometres from Port Clements. Graham Island is readily
accessed by ferries and commercial barges and shipping from both Prince Rupert
and Vancouver. There are also daily commercial flights from Vancouver. History Prospectors discovered mineralization at Harmony in 1970. The
project claims were optioned by various companies during the period 1970 to
1975, which carried out geological mapping, geochemical surveys and minor
drilling. Consolidated Cinola Mines Ltd. acquired the ground in 1977 and with
partners, carried out detailed drilling totalling 30,116 m in 231 holes by 1984.
In 1981, 465 m of an underground drift and crosscuts were excavated for a
metallurgical bulk sample. A 45 tonne per day pilot mill was established to
treat about 5,200 tonnes of material and in 1982 a feasibility study for a
10,000-15,000 tonnes per day operation was completed. From 1986 to 1988, City
Resources drilled 83 diamond drill holes and 64 reverse-circulation drill holes,
totalling 13,356 m, and completed 117.6 m of underground development to obtain a
bulk sample, conducted bench scale metallurgical testing, and developed open pit
scenarios for the project. Barrack Gold acquired the project in 1989 and renamed
the company to Misty Mountain Gold Ltd. Metallurgical testwork completed prior to 1987 fell short of
arriving at an economically and environmentally viable ore treatment/gold
extraction process for the Specogna Deposit. Since 1996, Misty Mountain has
pursued a comprehensive program of extending the previous testwork and exploring
other potentially viable process options for the recovery of gold, including
gravity, flotation, bio-oxidation of flotation concentrate, bio-oxidation of
whole ore, carbon-in-leach cyanidation and thiosulphate leaching. This work has
included a reassessment of the ore deposit mineralogy, geology and
characteristics of gold mineralization. The reassessment of pre-1987
metallurgical sampling discovered that the previous pilot plant bulk sample
material was unrepresentative of the overall deposit, having been collected
predominantly from a thin horizontal unit that comprises only about 7% of the
overall in-pit rock. Additional drilling, metallurgical and engineering studies were
carried out from 1989-1999. In 1997, a resource estimate was completed by M.
Nowak, P.Eng., and preliminary mine planning was done by Independent Mining
Consultants Inc. of Tucson, Arizona . Metallurgical samples for the 1997 and 1998 testwork were
carefully selected so as to be representative of the overall in-pit rock units.
Bench scale tests of these samples have revealed acceptable gold recoveries both
through collection and treatment of a sulphide concentrate and through direct
bio-oxidation of whole ore followed by gold leaching. Work is required to
optimize the processes from an economical perspective and confirm initial
results by applying these same processes to larger, representative samples. - 42 - Geology and Mineralization The Harmony property hosts the Specogna epithermal gold
deposit, controlled by the Sandspit fault. It is a right lateral
transverse-normal fault; the eastern side is down-dropped at least several
hundred metres, and the dip is 40 to 60o to the east. Cretaceous
Haida Formation mudstones underlie the western side (footwall) of the fault, and
the eastern side by Miocene sandstones, siltstones and conglomerates of the
Skonun Formation. Dacite dykes of Tertiary age have intruded along the fault.
Contemporaneous, pervasive silicification, hydrothermal brecciation, stockwork
and banded quartz veining and gold mineralization have developed along the
hanging wall of the fault. This extends for a strike distance of at least 800
metres, eastwards from the fault at least 200 metres and to a depth of at least
240 metres. Pyrite and marcasite (iron sulphides) are the dominant metallic
minerals. Gold occurs as native gold and electrum, which are commonly visible.
Silver is also present as an alloy with gold. Sample Analysis and Security During the period from 1971 to 1989, previous operators sent
either split or sawn half core samples for assaying. Samples were taken
continuously over lengths ranging between 1.5 to 2.0 metres, and crossing
lithologic boundaries in most instances. Early gold analyses included chemical
extraction followed by gravimetric or Atomic Absorption (AA) finish. Check
assaying procedures were included at various laboratories including Chemex,
Bondar Clegg, General Testing and Bell-White Labs. Drill core sample lengths chosen by Misty Mountain were varied
to selectively isolate vein material and to avoid sampling across lithologic
boundaries. Samples totalled 22,421 in number from 35,652 metres of core, and
for the most part each sample was between 1.75 and 2.25 metres (actual range
0.06 6.10 metres) in length. Whole NQ2 core rather than half core was sampled
to obtain maximum assay precision. Sample preparation was carried out at Assayers Canada
Vancouver, BC, where drill core was crushed to 60% passing 10 mesh and
pulverized to 90% - 150 mesh. Prepared samples were sent to Chemex Labs Ltd. for
mainstream assay and to CDN Laboratories for check assay. A one-assay ton charge
was used for gold fire assay with an AA finish; a one-gram sample was assayed
for silver using AA. All samples were sent for 32-element ICP analysis. A total
of 23,690 prepared samples was analysed at Chemex and 1,132 prepared samples was
analysed at CDN Laboratories using a similar assaying procedure. Sample Security Sample pulps are stored in the Companys warehouse at Port
Kells, British Columbia. Drill core is stored at site. Environmental and Socio-economic Considerations Perceptions of possible acid rock drainage have been the main
environmental concern relating to the Harmony Gold Project, based on the
previously proposed large scale, open pit mine plan. The location and size of
waste rock sites proposed in that plan was also a concern. The previous mine
plan was a concern of First Nations and other community people; however, local
citizens have not prevented any development work. The area has been extensively
logged and permitting efforts by former operators on the Property were well
advanced. Misty Mountain initiated base line environmental, wildlife, fisheries,
climate, hydrology and vegetation monitoring studies. These studies were
initiated before the commencement of the 1995 exploration work in order to
establish both Misty Mountains intention and desire for the utmost integrity of
the database and to establish a firm foundation for future permitting, as the
company recognized that successful development of the project must be done in a
safe, - 43 - environmentally responsible manner, which will maximize
benefits to regional communities. The open, co-operative consultation process
with all stakeholders, with specific attention to the First Nations community,
merged with successful exploration results and utilizing low impact, proven,
conventional mining methods, applicable to gold production from epithermal gold
mineralization initiated by Misty Mountain would also be the intention of
Taseko. Aboriginal (or "First Nations") Issues The Queen Charlotte Islands-Haida Gwaii, including the area
surrounding the Harmony Gold Project, is subject to aboriginal peoples land
claims. Aboriginal land claims are subject to the BC Treaty Commission
Legislation and the BC Treaty Commission, both established in 1993. The
Commission facilitates and manages a six stage process whereby the Government of
Canada, the Government of British Columbia and a First Nation negotiate a treaty
settlement. The Council of Haida Nations (the First Nation claiming jurisdiction
over the area of the Harmony Gold Project) is presently in the second stage,
Preparation for Negotiations. The British Columbia government has stated a
policy that settlements will not adversely affect existing tenures in the
settlement areas. In late 1999, the First Nations people on Graham Island
launched a lawsuit against the Government of British Columbia (Ministry of
Forests). In the suit, the First Nations peoples challenged the ability of
government to issue effective permits for resource development on the Queen
Charlotte Islands. Due in part to this uncertainty, Misty Mountain and Taseko
management deferred further work on the project. In late 2000, a decision was
rendered on the lawsuit. The First Nations lost its application to have the
permit set aside; however, the Court went on to create a new moral duty on the
part of the exploration companies to consult with First Nations, and also
introduced some new uncertainties. Although the decision did not decide whether
the First Nations hold aboriginal title to the Queen Charlotte Islands-Haida
Gwaii, the judge accepted to some degree that at least some of the lands are
subject to aboriginal title or rights and contingent on future land claims
negotiations. The government asked for further clarification of the Haida
decision, which was heard in 2004. The key aspects of the October 2004 decision
by the Supreme Court of Canada are: the Crown may have a legal duty to consult
prior to rights being negotiated or proven; there is no independent duty on
private third parties to consult and aboriginals do not have a right of veto
over Crown decisions. A formal land use planning process, co-sponsored by the
Province and the Haida, was initiated in mid-2003. At this time, recommendations
from the land use table and terms of reference for further discussions are being
finalized and will be used by the BC government and the Haida for government to
government negotiations. The Haida vision is to protect an additional 200,000
hectares of the land base, in addition to Goal One and Goal Two requests,
involving the protection of approximately another 49,000 hectares. Lands
presently in reserve and/or parks comprise approximately 220,000 hectares. The
total area of the islands is about 1,000,000 hectares. A narrow corridor along
the Yakoun River, which crosses the Harmony block of claims, is proposed for
protection by the Haida. It is not yet known what the full effect will be on the
Harmony property. Plan of Operation Assessments will be undertaken over time as metal prices
indicate new opportunities for the Harmony project. However in 2006, Taseko
anticipates focusing its resources on the Gibraltar mine and Prosperity
project. Wasp and Anvil Properties In May 2005, the Company entered into an option agreement with
Amarc Resources Ltd ("Amarc"), a public company with certain directors in common
with Taseko, for Amarc to earn a 50% interest in the - 44 - Wasp and Anvil properties currently held by Taseko, which are
located approximately 15 kilometers southeast of the Company's Prosperity project.
Amarc will be the operator and can acquire its interest by incurring $150,000
of exploration expenditures over a two year period. To March 30, 2006, Amarc
had incurred $nil of eligible exploration expenditures on these properties.
- 45 - ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion should be read in conjunction with the
consolidated financial statements of Taseko and notes thereto, included elsewhere
in this Annual Report, which have been prepared in accordance with Canadian
GAAP, with material measurement differences reconciled to US GAAP, and with
the discussion of certain risk factors set forth under “Item 3. Key Information—Risk
Factors” that might materially affect the Company’s operating results
and financial condition. OVERVIEW Taseko is a mining and mineral exploration company with three
properties located in British Columbia, Canada. These are the Gibraltar
copper-molybdenum mine and two exploration projects: the Prosperity copper-gold
property and the Harmony gold property. Gibraltar Mine The Gibraltar mine reopened in early October 2004 as a copper
producer with a 12-year mine plan. The first fiscal quarter was primarily a
restart period and commercial production commenced on January 1, 2005. After the
completion of an upgrade to the molybdenum circuit near the end of the second
quarter, the mine commenced molybdenum production. The mine produced 54.8
million pounds of copper and 427,000 pounds of molybdenum during the 2005 fiscal
year. Highlights for the 2005 fiscal year included the following: For the 2005 fiscal year covering nine months of commercial production
from January 1, 2005 to September 30, 2005, Gibraltar recorded revenues
of $71.9 million from sales of copper concentrate and $15.7 million was
realized from sales of molybdenum concentrate. Average sales prices for the year were US$1.48 per pound for copper and
US$31 per pound for molybdenum. Copper concentrate production for the year was 96,208 wet metric tonnes
(“WMT”), or 54.8 million pounds of copper (93% of the forecast
revised at the end of the second quarter), of which 21,335 WMT, or 12.1
million pounds, relate to the pre-commercial-production period ending December
31, 2004 and which have been presented, to the extent they match to sales
in the period, as an increase in restart project costs. The inventory build
up of 13,210 WMT (7.4 million pounds of copper) was reported as concentrate
inventory amounting to $8.5 million at December 31, 2004. Copper concentrate sales for the year were 77,695 WMT or 44.0 million pounds
of copper, of which 8,103 WMT, or 4.8 million pounds, relate to the pre-commercial-production
period ending December 31, 2004 and which have been presented as a reduction
in restart project costs. An inventory of 18,614 WMT of copper concentrate (10.6 million pounds of
copper) remained at year end, of which approximately 14,500 WMT was pre-sold
and held in a storage facility at the shipping dock as there were no ships
available at that time to transport it to smelters in Asia. Molybdenum in concentrate production during the year was 427,000 pounds
(80% of the forecast revised at the end of the second quarter). Molybdenum in concentrate sales over the year were 418,016 pounds. - 46 - The copper circuit commenced initial operations in October
2004, and the first copper concentrate was shipped to a smelter in December
2004. A major upgrade to the molybdenum circuit was started in the first fiscal
quarter, and the molybdenum circuit was commissioned in February 2005. The first
molybdenum in concentrate was sold in March 2005. Prosperity Project In November 2005, work was re-initiated on the Prosperity Copper-Gold
Project, located 125 kilometres southwest of the City of Williams Lake in south-central
British Columbia. Taseko carried out extensive exploration, engineering, mine
planning, environmental, and socioeconomic studies on the Prosperity project
prior to 2001, including two years in the British Columbia Environmental
Assessment ("BCEA") process. In 2005, Taseko was granted an extension order for
the Prosperity Project Application under the BCEA process until April 30,
2007. Parallel to the permitting and consultation process, Taseko is
reviewing previous feasibility studies and re-assessing the project economics
based on new technologies, concepts, and innovative approaches to mine
development. This includes re-examining optimal mining rates and mining
equipment size, analyzing the economics of constructing and operating a single
line mill rather than multiple smaller lines, and evaluating the potential
improvements which could be realized with state-of-the-art metallurgical
technologies such as large tank flotation circuits and expert computerized mill
control systems. The Company is also reassessing major infrastructure plans,
such as the power-line route, to determine if there are synergies to be achieved
with the other communities of interest in the area. Harmony Project In 2005, the Company was focused on the Gibraltar mine and to a
modest extent on the Prosperity project; therefore only maintenance activities
were performed on the Harmony project. These activities will continue and
assessments will be undertaken over time as metal prices indicate new
opportunities for the Harmony project. In 2006, Taseko anticipates continuing to
focus its resources and its efforts on the Gibraltar mine and the Prosperity
project. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company's accounting policies are presented in note 3 of
the accompanying financial statements. A reconciliation of material differences
between these principles and accounting principles generally accepted in the
United States is shown in note 15. The preparation of financial statements in
conformity with Canadian and US generally accepted accounting principles requires
the Company to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. The Company evaluates
its estimates on an ongoing basis and bases them on various assumptions that
are believed to be reasonable under the circumstances. The Company's estimates
form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions. Such estimates
and assumptions include the estimation of mineral resources and reserves, the
carrying values of mineral properties, the carrying values of property, plant
and equipment, the assumptions used in determining the reclamation obligation,
and the valuation of stock-based compensation expense. - 47 - A. Operating Results Selected operating results, expressed in Canadian GAAP, for the
fiscal years ended September 30, 2005, 2004 and 2003 are presented below Effective
October 1, 2004, the Company adopted the CICA’s Handbook Section 3110,
"Asset Retirement Obligations". The standard requires the recognition
of any statutory, contractual or other legal obligation related to the retirement
of tangible long-lived assets when such obligations are incurred, if a reasonable
estimate of fair value can be made. This standard has been adopted retroactively
with a restatement of all prior periods presented: Fiscal 2005 Compared to Fiscal 2004 Earnings The Company’s earnings for the year ended September 30,
2005 were $24.4 million (including $17.5 million of tax recoveries), compared
to a loss of $81.4 million (including $23.7 million of tax expense) in the prior
year. The earnings are due to the resumption of active production at the Gibraltar
copper-molybdenum mine, and the recognition of tax benefits in the consolidated
financial statements. Revenues The Company recognized revenues of $87.6 million for the year
ended September 30, 2005 compared to $nil in fiscal 2004. Revenues were
comprised of sales of copper and molybdenum. Commercial production from the mine
commenced on January 1, 2005. Sales of copper concentrate prior to January 1,
2005 relate to the pre-commercial production period ending December 31, 2004 and
were offset against restart project costs. Commercial production from January 1,
2005 to September 30, 2005 was as follows: - 48 - In late September 2005, the Company received funds of
approximately $14.3 million from the sale of copper concentrate during the last
week of the fiscal year. The Company was unable to recognize the revenue from
this sale as the copper concentrate was held in a storage facility at the dock
as there were no ships available at that time to transport the copper
concentrate to smelters in Asia. Consequently, the Company recorded this sale as
deferred revenue for the year ended September 30, 2005 and will recognize this
sale as revenue upon shipment to the customer. Cost of Production Total production costs for the year were $57.8 million compared
to $nil in fiscal 2004. These costs include mining (2005 – $33.8 million;
2004 – $nil), milling (2005 – $23.4 million; 2004 – $nil),
mine administration (2005 – $5.7 million; 2004 – $nil), royalties;(2005
- $0.3 million; 2004 – $nil) and molybdenum treatment expenses (2005 –
$2.4 million; 2004 - $nil). Production costs increased significantly from the
prior year due to the reactivation of the Gibraltar Mine. Transportation and Treatment Transportation costs are comprised of the trucking, rail, ocean
freight and handling fees incurred to move concentrate from the mine to the
smelters. Treatment costs are comprised of treatment charges and refining charges.
Due to the Gibraltar mine re-start, these costs increased to $13.5 million for
fiscal 2005 compared to $nil in fiscal 2004. Amortization Amortization expense relates to the commissioning of new
equipment purchased and leased during restart, and increased to $2.7 million
compared to $0.02 million in fiscal 2004 due to the mine re-start. Exploration Exploration expenses consist of assays and analysis, drilling,
equipment rentals, geological expenses, mine planning and site activities. The
expenses decreased to $0.5 million in fiscal 2005 from $4.5 million in fiscal
2004 due to a reduction in exploration activities and mine maintenance costs in
fiscal 2005. These expenses consisted of $0.3 million of exploratory drilling at
the Gibraltar mine site, $0.15 million on due diligence relating to potential
new projects, $0.03 million on the Prosperity project and $0.02 million on the
Harmony project. Loss on Sale of Equipment - 49 - Loss on sale of equipment was $2,160,992 in fiscal 2005
compared to $nil in fiscal 2004. This loss relates to the sale of a mining
shovel and five haul trucks for approximately $22 million which Taseko had
purchased in March 2004 for 23.7 million (plus the cost of $5 million was
incurred installing the equipment at the Gibraltar mine. Of the $22 million sale
price, $17.5 million was received, net of a 20% holdback (approximately $4.5
million) which was applied as a down payment against the Ledcor leases. The
purchaser leased the shovel and trucks to a subsidiary of Ledcor and this
equipment is used at the Gibraltar mine. The Company has accounted for this as a
sale-leaseback transaction and recognized the $2,160,992 loss accordingly. General and Administrative General and administrative costs increased slightly to $2.4
million in fiscal 2005 from $2.3 million in 2004. The main reason for the
increase was significantly higher office and administration expenses, which
included salaries, (2005 - $1.1 million; 2004 $0.6 million) and relates to the
overall increase in corporate activity. This increase was offset by a
significant reduction in shareholder communication expenses (2005 - $0.3
million; 2004 - $0.7 million). Interest and Other Income Interest and other income increased to $10.5 million in fiscal
2005 from $5.2 million in fiscal 2004 due primarily to higher cash and
equivalent balances on hand. Interest Expense Interest expense increased to $3.2 million in fiscal 2005 from
$0.5 million in fiscal 2004 due to interest payments on the Companys capital
lease obligations. Restart Project Expenses relating to the restart project include costs for the
mine, mill, site services, administration, warehouse, engineering and
environmental matters. These expenses decreased in fiscal 2005 to $6,346,650
compared to $14,982,008 in fiscal 2004 since the restart activities for copper
concentrate production ended in the first fiscal quarter and commercial
production commenced on January 1, 2005, and the restart activities for
molybdenum concentrate production ended near the end of the second quarter. Stock-Based Compensation Stock-based compensation consists of the estimated fair value
of all options granted during the year assuming a term of 2.75 years, 3%
interest, 90% volatility and no expected dividends. The stock-based compensation
costs recognized in operations decreased to $1.1 million in fiscal 2005 from
$5.2 million in fiscal 2004 due to fewer options granted and a lower volatility
in fiscal 2005 compared to fiscal 2004. Income Tax Expense Future income tax assets and liabilities arise from mineral properties,
loss carry forwards, equipment, royalty obligations, provincial mining taxes
and other pools. The Company recorded a current income tax recovery of $4.1
million and future income tax recovery of $13.4 million in fiscal 2005 compared
to a current income tax expense of $23.7 million in fiscal 2004. The increase
in income tax recoveries is due to the recognition of tax benefits in fiscal
2005. Non-Recurring Expenses - 50 - The Company did not have any significant non-recurring expenses
in fiscal 2005 compared to fiscal 2004 when the Company paid the premium for
acquisition of the Gibraltar Reclamation Trust ($5,095,240) and a wrote down
mineral property acquisition costs on the Harmony Gold Property
($28,810,296). Fiscal 2004 Compared to Fiscal 2003 The Companys loss for the year increased to $80.7 million in
2004 from $3.5 million in 2003. The loss arose primarily from (a) a $28.8
million write down of the Company's interest in the Harmony Gold Property, (b)
an accrual of $23.7 million for possible income taxes related to the sale of the
royalty, (c) a $5.1 million premium paid to acquire all the units of the
Gibraltar Reclamation Trust Limited Partnership, (d) exploration expenses of
$4.5 million, (e) expenses totaling $15.0 million related to the restart of the
Gibraltar mine and (f) $8.1 million expenses from other operating and overhead
activities. While management does not believe there has been a fundamental
change in the nature of the Harmony Gold Property it determined during the year
ended September 30, 2004, to write down the Harmony Gold Property to a nominal
value of $1,000. Accounting rules require that the Company must write down its
investment in the property if it has not conducted significant exploration or
development on the property in the last several years, unless there is
persuasive evidence to the contrary to support the carrying value. The Company also accrued a tax provision of a subsidiary
company of $23.7 million in the accompanying financial statements reflecting
possible income taxes on the proceeds of the Royalty Sale (see Gibraltar
Property discussion in Item 4). This tax provision reflects an amount which
management believes is less than likely of ever becoming payable. The amount
represents a potential liability which has been recognized in a conservative
manner in accordance with Canadian generally accepted accounting principles. It
does not represent a payable amount based on any filed, or expected to be filed,
tax return. It does not arise from a transaction in any already completed
taxation year, nor has any taxation authority assessed the amount or any portion
thereof as payable. During fiscal 2004 the Company issued approximately 8 million
common shares at $2.79 per share for total consideration of $22.23 million to
acquire all of the units of the Gibraltar Reclamation Trust Limited Partnership,
which resulted in a non-cash accounting loss of $5.1 million. Of the $4.5 million in exploration expenditures, $4.3 million
was spent on Gibraltar, and the remainder spent on the Prosperity Project and
the Harmony Gold Project. The expenditures include the cost of stand-by care and
maintenance and exploratory drilling activities at Gibraltar, as well as routine
ongoing costs for environmental monitoring, property assessment and claim fees,
and mine planning studies for Prosperity and Harmony. The drilling costs
included in exploration include the cost of exercising the Companys right to
purchase the interest in the Gibraltar exploration lands earned by Northern
Dynasty Minerals Ltd. and Rockwell Ventures Inc. (see Item 7). Consulting, legal, and office costs increased as a result of
legal and labour matters related to the restart of the Gibraltar mine.
Shareholder communications also increased as a result of the Company's drive to
restart the mine. Trust and filing fees increased as a result of the Company
achieving a listing on the American Stock Exchange in October 2004. - 51 - B. Liquidity and Capital Resources Cash and Working Capital At September 30, 2005, Taseko had positive working capital of
$6.4 million, as compared to a $22.1 million working capital deficit at the
end of fiscal 2004. The increase in working capital from the end of the previous
year was primarily a result of earnings from operations from the Gibraltar mine,
and the recognition of tax benefits. Restricted Cash Pursuant to the operating agreement with Ledcor, the Company is
required to maintain a bank account with a minimum balance of at least $5
million, for the purposes of providing a working capital reserve for operations
and general administrative costs. Please refer to Item 4B for discussion of
operating agreement with Ledcor. Assets Under Capital Leases In March 2004, the Company purchased a mining shovel for
approximately $13.0 million and in May 2004, the Company purchased five mine
haul trucks for approximately $10.7 million. In October 2004, the Company sold
the mining shovel and the five haul trucks for approximately $22.0 million, of
which approximately $17.5 million was received, net of a 20% holdback
(approximately $4.5 million) which was used to fund a downpayment on the Ledcor
leases and was recorded by the Company as prepaid lease payments. The purchaser
leased the shovel and trucks to a subsidiary of Ledcor, and this equipment forms
part of Ledcor's contribution to the operations at the Gibraltar mine. The
Company has accounted for this as a sale-leaseback transaction, and has recorded
a loss on sale of approximately $2.2 million. The Company has also guaranteed
residual values totaling US$7.1 million ($8.5 million) on this equipment at the
end of the lease term in November 2008. The associated capital leases are payable in US dollars at
interest rates ranging from approximately 6% to 10%. These capital leases have
terms of 48 months, and are secured by the mining equipment to which they
relate. Minimum required payments on these leases until they are extinguished
are as follows: A lease guarantee fee of approximately US$46,500 ($54,000) per
month, until the earlier of October 2008 or the extinguishment of the leases, is
payable in addition to the above amounts. The Company has the right and the obligation to acquire this
equipment for residual values totaling approximately US$7.3 million ($8.5
million) at the end of the lease term in September 2008. Reclamation Deposits - 52 - Reclamation deposits totaling approximately $18.3 million
(including interest) and certain plant and equipment are secured to fund
reclamation at the Gibraltar, Prosperity and Harmony properties. Tracking Preferred Shares The 12,483,916 tracking preferred shares of Gibraltar Mines
Ltd., a subsidiary of Taseko, with a net book value of $26.6 million were issued
as part of the cost to acquire the Harmony gold project. As Taseko has the right
and the intention to settle these preferred shares with common shares of the
Company, they have been included in shareholders equity in the balance
sheet. Promissory Note - Royalty Sale Agreement In September 2004, the Company entered into agreements with an
arms-length investment partnership, the Red Mile Resources No. 2 Limited Partnership
("Red Mile"). Gibraltar sold to Red Mile a royalty over Gibraltar
production for $67.357 million, which was received on September 29, 2004 but
immediately loaned to a trust company as the Company had pledged the promissory
note to secure its obligations under the royalty agreements. At September 30, 2005, the promissory note amounted to $72,317,854
(2004 - $68,172,380), of which $2,637,499 was current, while the royalty obligation
amounted to $68,790,797 (2004 - $67,357,000) of which $2,637,499 was current. The Company has a pre-emptive option to effectively purchase
("call") the royalty interest by acquiring the Red Mile partnership
units at a future date in consideration of a payment which is (i) approximately
equal to the funds received by the Company less royalty payments to date, or
(ii) fair value, whichever is lower. Under certain circumstances, the investors
in Red Mile also have a right to sell ("put") their Red Mile partnership
units to the Company; however such right is subject to the Company's pre-emptive
right to exercise the "call" in advance of any "put" being
exercised and completed. The Company also granted to Red Mile a net profits interest ("NPI"),
which survives any "put" or "call" of the Red Mile units.
For the years 2011 to 2014, the NPI is 2% if the price of copper averages US$2.50
to US$2.74 per pound, 3% if the price of copper averages US$2.75 to US$2.99
per pound and 4% if the price of copper averages US$3.00 per pound or greater
for any year during that period. The US-dollar pricing amounts specified above
are based upon an exchange rate of US$0.75 for C$1.00, and shall be adjusted
from time to time by any variation of such exchange rates. No NPI is payable
until the Company reaches a pre-determined aggregate level of revenues less
defined operating costs and expenditures. No NPI is payable at September 30,
2005. Convertible Debenture As a consequence of the acquisition of the Gibraltar mine in
1999, Taseko received funding pursuant to a $17 million non-interest-bearing
convertible debenture financing by Boliden Westmin (Canada) Ltd. As Taseko has
the right and the intention to convert the debenture into common shares, the
$17 million debenture is classified as equity rather than as a liability on
the Companys balance sheet. Effective October 1, 2005 the Company adopted certain new provisions
of the Canadian Institute of Chartered Accountants Handbook Section 3860, Financial
Instruments Disclosure and Presentation, which came into effect on
that date. The standard requires that convertible debentures which may be settled
in cash, or by common shares of the Company at the Company's discretion, be
presented as a liability. - 53 - Income Tax Liability For the year ending September 30, 2004 the Company accrued a
tax provision of a subsidiary company of $23.7 million in the consolidated financial
statements. This accrual has been adjusted at September 30, 2005 to $19.6 million
as a result of current year tax pools. The amount represents a potential liability
which has been recognized in a conservative manner in accordance with Canadian
generally accepted accounting principles. It does not represent a payable amount
based on any filed, or expected to be filed, tax return. No taxation authority
has assessed the amount or any portion thereof as payable. Accordingly there
is no immediate impact on liquidity. Liquidity For the year ending September 30, 2004 the Company accrued a
tax provision of a subsidiary company of $23.7 million in the consolidated financial
statements. This accrual has been adjusted at September 30, 2005 to $19.6 million
as a result of current year tax pools. The amount represents a potential liability
which has been recognized in a conservative manner in accordance with Canadian
generally accepted accounting principles. It does not represent a payable amount
based on any filed, or expected to be filed, tax return. No taxation authority
has assessed the amount or any portion thereof as payable. Accordingly there
is no immediate impact on liquidity. Management anticipates revenues from copper and molybdenum, along
with current cash balances will be sufficient to cover operating costs and working
capital during fiscal 2006. Operating Line of Credit The Company had an unsecured $2 million operating line of credit
with a Canadian chartered bank at an interest rate of prime, with no fixed terms
of repayment. All amounts were paid off during fiscal 2005 and the line of credit
was cancelled. Vehicle Loans The Company has various loans on its on-road vehicles totaling
$396,616, of which $214,715 is current. Outstanding Share Purchase Warrants As of March 30, 2006, the Company had approximately 10.8
million warrants outstanding, all of which were in-the-money. No assurance can
be given that these warrants will be exercised. Of these warrants, 6.1 million
are subject to an accelerated expiry provision upon notice by the Company if the
closing market price of the Company's shares exceeds $2.80 for 10 consecutive
trading days. Should the Company give notice of an accelerated expiry, the
warrants will expire 45 days following the date of such notice. - 54 - Cash Used in Operating Activities Cash used in operating activities decreased to $2.5 million for
fiscal 2005, compared to $3.1 million for fiscal 2004. Taseko anticipates that
it will generate positive cash flow from operating activities in fiscal 2006 as
Taseko continues to achieve production from the Gibraltar mine. Cash Used in Investing Activities Taseko received $8.2 million from investing activities in
fiscal 2005. The cash was used to cover operating activity shortfalls. Cash used
in investing activities is anticipated to increase during fiscal 2006 as
Gibraltar begins its mill expansion. Cash Generated by Financing Activities In fiscal 2005, Taseko generated $9.6 million from financing
activities, all of which was attributable to the issuance of shares for cash.
These share issuances were attributable to the issuance of 5,204,361 common
shares through private placements, 2,313,336 from the exercise of warrants and
1,172,000 from the exercise of share purchase options. The purpose of the financings was to provide working capital
for the day to day operations of the Gibraltar mine. There were no restrictions
on the use of proceeds from the financing. The Company had no commitments for material capital expenditures
as of September 30, 2005. On March 30, 2006 the Company announced a $62 million
mill expansion. Gibraltar Reclamation Trust Limited Partnership On December 31, 2003, the Company reached agreements with
Gibraltar Reclamation Trust Limited Partnership (the "GRT Partnership"), a
largely arms-length private Vancouver-based mining investment partnership which
completed a financing to raise proceeds of $18.6 million to partially fund a
planned restart of the Gibraltar copper mine. As part of the financing the GRT
Partnership entered into a Joint Venture arrangement with Gibraltar Mines Ltd.
to proceed towards restarting the Gibraltar open pit copper mine. Gibraltar
Mines Ltd., as its contribution to the Joint Venture, agreed to contribute the
use of its mine assets and fund the startup expenses of the Gibraltar mine, and
the GRT Partnership funded a qualifying environmental trust ("QET") with the
$18.6 million, which has allowed Gibraltar to access other funds currently held
by the Government of British Columbia as a security for the mines environmental
reclamation obligations. Under the Joint Venture agreement, the GRT Partnership
became entitled to certain revenues or production share from the Gibraltar mine
following the resumption of production. To facilitate the startup transactions, five directors and
officers of the Company personally guaranteed certain obligations (each as to
one fifth) to third parties on behalf of the Company to the extent of $4.5
million. In consideration of the guarantee, they each received compensation
equal to 10% of the amount guaranteed, calculated as 45,000 shares having a
value of $2.00 each. In March 2004, Taseko elected to exercise its call rights for
the GRT Partnership and issued 7,967,742 shares valued at $2.79 each. Certain
directors and officers participated as investors in the GRT Partnership in the
aggregate amount of $1,300,000, or about 8% of the financing. These directors
and officers received shares as a consequence of Taseko exercising the call
right. The acquisition of the GRT Partnership provides Taseko with 100% control
of those elements necessary for a mine restart decision and eliminates the
royalty entitlement held by the GRT Partnership. - 55 - Financial Instruments Taseko keeps its financial instruments denominated primarily in
Canadian dollars and does not engage in any hedging activities with respect to
currency. Funds, which are currently excess to Tasekos needs, are invested in
short term near cash investments pending the need for the funds. Taseko does not have any material commitments for capital
expenditures and accordingly can remain relatively flexible in gearing its
activities to the availability of funds. As of the fiscal 2006 year-end, Taseko
estimates that the cost of maintaining its corporate administrative activities
at approximately $300,000 per month. Accordingly, Tasekos management estimates
that approximately $3.6 million will be needed to maintain its corporate status
and assets over the ensuing one-year period excluding Gibraltar Property
activities. Taseko had a positive working capital of approximately $6.4 million
as of September 30, 2005 and approximately $14.9 million at December 31, 2005,
expects to be able to raise sufficient capital through operations and financings
to fund the cost of the next two years' administration costs. There is, however,
no assurance that Taseko will be able to raise the required funds. C. Research Expenditures Taseko is a natural resource expenditure based corporation and
does not have a program of intellectual property development or patenting or
licensing. D. Trend Information As a natural resource exploration company, Tasekos activities
have been mainly event-driven, that is based on exploration successes and
failures than seasonal, but it may be seen to be affected by the cyclic nature
of metal prices. Trends, uncertainties, demands, commitments or events that are
reasonably likely to have a material effect on Tasekos net sales or revenues,
income from continuing operations, profitability, liquidity or capital resources
are identified above under the heading Operating Results and below in this
item. Copper is a commodity metal used extensively in the housing and
automotive industries and accordingly demand for copper varies directly with
general economic conditions. Copper prices strengthened throughout 2005. The
average price for the year was approximately US$1.62 per pound, compared to
US$1.29 per pound in 2004. At March 2006, the copper price is in the range of
US$2.20/lb. Molybdenum prices increased from US$7.60/lb to US$34/lb in
2004. The average molybdenum price in 2005 was US$33/lb. At March 30, 2006,
molybdenum oxide prices were in the range of US$23.50/lb. Gold prices continued an overall uptrend in 2005. The average
gold price for 2005 was US$445 per ounce, compared to US$410 per ounce in 2004.
At March 30, 2006, the gold price was in the range ofUS$565/oz. The Company is subject to currency exchange rate risk. The
prices of copper and molybdenum oxide are denominated in United States dollars
and, accordingly, the Companys revenues will be received in United States
dollars. The Companys operations are almost entirely paid for in Canadian
dollars, which has recently shown strength against the United States dollar. The
further strengthening in the Canadian dollar, if it continues, will negatively
impact the profitability of the Companys mining operations. - 56 - E. Off-Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors. F. Tabular Disclosure of Contractual Obligations Note: The Company has a convertible debenture in the face amount
of $17,000,000 (see note 10(c) of the accompanying financial statements) which
is not included in the above figures. The Company intends to settle this debenture
through the issuance of common shares of the Company. This debenture is currently
presented as equity on the balance sheet. Commencing October 1, 2005, as a result
of a new Canadian accounting standard which the Company has adopted on that
date, the convertible debenture will be presented as a long term liability. G. Safe Harbor The safe harbor provided in Section 27A of the Securities
Act and Section 21E of the Exchange Act applies to forward-looking
information provided pursuant to Item 5.E and F above. - 57 - ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Senior Management Notes: - 58 - Member of the compensation committee. Member of the corporate governance
committee. None of our directors or senior management has any family
relationship with any other and none were elected as a director or appointed as
a member of senior management as a result of an arrangement or understanding
with a major shareholder, customer, supplier or any other party. Principal Occupation of Current Management and Directors of
Taseko DAVID J. COPELAND, P.Eng. Director David J. Copeland is a geological engineer who graduated in
economic geology from the University of British Columbia. With over 30 years of
experience, Mr. Copeland has undertaken assignments in a variety of capacities
in mine exploration, discovery and development throughout the South Pacific,
Africa, South America and North America. His principal occupation is President
and Director of CEC Engineering Ltd., a consulting engineering firm that directs
and co-ordinates advanced technical programs for exploration on behalf of Taseko
and other companies for which Hunter Dickinson Inc. provides services. He is
also a director of Hunter Dickinson Inc. Mr. Copeland is, or was within the past five years, an officer
and/or director of the following public companies: T. BARRY COUGHLAN, BA Director Barry Coughlan is a self-employed businessman and financier who
has since 1983 been involved in the financing of publicly-traded companies. His
principal occupation is President and Director of TBC Investments Ltd., a
private investment company. Mr. Coughlan is, or was within the past five years, an officer
and/or director of the following companies: - 59 - SCOTT D. COUSENS Director Scott D. Cousens provides management, technical and financial
services to a number of publicly-traded companies. Mr. Cousens focus since 1991
has been the development of relationships within the international investment
community. Substantial financings and subsequent corporate success has
established strong ties with North American, European and Asian investors. In
addition to financing initiatives he also oversees the corporate communications
programs for the public companies to which Hunter Dickinson Inc. provides
services. Mr. Cousens is, or was within the past five years, an officer
and/or director of the following public companies: ROBERT A. DICKINSON, B.Sc., M.Sc. Director and
Co-Chairman Robert A. Dickinson is an economic geologist who serves as a
member of management of several mineral exploration companies, primarily those
for whom Hunter Dickinson Inc. provides services. He holds a Bachelor of Science
degree (Hons. Geology) and a Master of Science degree (Business Administration
- -Finance) from the University of British Columbia. Mr. Dickinson has been active
in mineral exploration since 1966. He is a director of Hunter Dickinson Inc. He
is also President and Director of United Mineral Services Ltd., a private
investment company. Mr. Dickinson is, or was within the past five years, an officer
and/or director of the following public companies: - 60 - DAVID ELLIOTT, B. Comm, CA Director David Elliott graduated from the University of British Columbia
with a Bachelor of Commerce degree and then acquired a Chartered Accountant
designation with KPMG LLP. Mr. Elliott joined BC Sugar Company in 1976, working
in a number of senior positions before becoming President and Chief Operating
Officer of the operating subsidiary, Rogers Sugar. In 1997, he joined Lantic
Sugar in Toronto as Executive Vice President. He also served as Chairman of the
Canadian Sugar Institute. He became President and Chief Operating Officer of the
International Group based in St Louis, Missouri in 1999, a company involved with
food distribution as well as manufacturing and distribution of pet and animal
feed. For several years, he worked with companies developing e-mail and data
management services. Mr. Elliott also serves on the boards of the BC Cancer
Foundation and the University of BC Alumni Association. Mr. Elliott is, or was within the past five years, an officer
and/or director of the following public companies: - 61 - RUSSELL E. HALLBAUER, P.Eng Director, President and Chief
Executive Officer Mr. Hallbauer graduated from the Colorado School of Mines with
a B.Sc. in Mining Engineering in 1979. He is a Registered Professional Engineer
with the Association of Professional Engineers of British Columbia. He has been
a member of the Canadian Institute of Mining and Metallurgy (CIM) since 1975
and is a director and former chairman of the Mining Association of B.C. In 1983, he joined Teck Corporations Bullmoose mine, advancing
through Engineering and Supervisory positions to become Mine Superintendent
in 1987, and in 1992, became General Manager of Quintette. In 1995, he assumed
new responsibilities in Vancouver when he was appointed General Manager, Coal
Operations, overseeing Tecks three operating coal mines in the Province.
In 2002, he was appointed General Manager, Base Metal Joint Ventures, responsible
for Teck Comincos interests in Highland Valley Copper, Antamina in Peru,
and Louvicourt in Quebec. Within the last five years, Mr. Hallbauer is, or has been, an
officer of the following public company: H. WAYNE KIRK, LLB - Director Wayne Kirk is a retired California State Attorney and
Professional Consultant. Mr. Kirk has over 30 years of professional experience,
including 10 years of senior executive experience in the mining industry. Mr. Kirk is a US citizen and is a resident of California. A
Harvard University graduate, Mr. Kirk received his law degree in 1968. From 1992
to 2002, Mr. Kirk was the Vice President, General Counsel and Corporate
Secretary of Homestake Mining Company. Prior to his retirement in June 2004, he
spent two years as Special Counsel for the law firm Thelen Reid & Priest, in
San Francisco. During the past five years, Mr. Kirk is, or has been, a
director of the following public companies: JEFFREY R. MASON, B.Comm., CA Director, Chief Financial
Officer and Secretary - 62 - Jeffrey R. Mason holds a Bachelor of Commerce degree from the
University of British Columbia and obtained his Chartered Accountant designation
while specializing in the mining, forestry and transportation sectors at the
international accounting firm of Deloitte & Touche. Following
comptrollership positions at an international commodity mercantilist and
Homestake Mining Group of companies including responsibility for North American
Metals Corp. and the Eskay Creek Project, Mr. Mason has spent the last several
years as a corporate officer and director to a number of publicly-traded mineral
exploration companies. Mr. Mason is also employed as Chief Financial Officer of
Hunter Dickinson Inc. and his principal occupation is the financial
administration of the public companies to which Hunter Dickinson Inc. provides
services. Mr. Mason is, or was within the past five years, an officer and
or director of the following public companies: JOHN McMANUS Vice-President, Operations - 63 - John McManus is a dual US and Canadian citizen and holds a
Bachelor of Science degree in Mining Engineering from The Colorado School of
Mines. From graduation in 1982 until joining Teck Corporation in 1992, Mr.
McManus held progressive mining engineering and supervisory positions with
Cominco, Strato Geological Services, Denison Mines, and Westar Mining Ltd. Mr.
McManus joined Teck Corporation in 1992 as Superintendent of Engineering at the
Quintette coal mine, relocated to Tecks Elkview Coal mine as General
Superintendent in 1995, relocated to Tecks Bullmoose coal mine as Mine Manager
in 1997, and relocated to Elk Valley Coal Corporations Coal Mountain Operation
as General Manager in 2003. Mr. McManus, as Vice-President, Operations is responsible for
oversight of the Gibraltar mine and for all operational and permitting issues
regarding the advancement of the Prosperity and Harmony projects. Mr. McManus is an officer of the following public company: RONALD W. THIESSEN, CA Co-Chairman of the Board and
Director Ronald W. Thiessen is a Chartered Accountant, with professional
experience in finance, taxation, mergers, acquisitions and re-organizations.
Since 1986, Mr. Thiessen has been involved in the acquisition and financing of
mining and mineral exploration companies. Mr. Thiessen is employed by Hunter
Dickinson Inc., a company providing management and administrative services to
several publicly-traded companies and focuses on directing corporate development
and financing activities. He is also a director of Hunter Dickinson Inc. Mr. Thiessen is, or was within the past five years, an officer
and/or director of the following public companies: - 64 - B. Compensation During Tasekos financial year ended September 30, 2005 the
aggregate direct remuneration paid or payable to Tasekos directors and senior
officers by Taseko and its subsidiaries, all of whose financial statements are
consolidated with those of Taseko, was $311,961. This figure includes any
portion of remuneration received by the named person as an officer or employee
of Hunter Dickinson Inc. that is attributable to Tasekos affairs. The direct
remuneration paid or payable to Companys directors and senior officers by
subsidiaries of Taseko, whose financial statements are not consolidated with
those of Taseko was $nil. Russell E. Hallbauer, President, Chief Executive Officer and
director, Jeffrey R. Mason, Secretary, Chief Financial Officer and director,
John W. McManus, Vice President of Operations and Ronald W. Thiessen, former
President and Chief Executive Officer and a current director are each a "Named
Executive Officer" of Taseko for the purposes of the following disclosure. The compensation paid to the Named Executive Officers during
the Companys three most recently completed financial years is as set out
below: Summary Compensation Table - 65 - Notes: Mr. Hallbauer was appointed as President and Chief
Executive Officer on July 10, 2005. Mr. Thiessen resigned as President and Chief Executive
Officer on July 10, 2005. These options were granted as follows: 280,000 on October
10, 2003 at an exercise price of $0.55 per Share and expire on September
29, 2006; 200,000 May 20, 2004 at an exercise price of $1.36 per Share and
expire on September 29, 2006; 300,000 on September 24, 2004 at an exercise
price of $1.40 per Share and expire on September 20, 2006. These options were granted on May 31, 2005 at an exercise
of $1.15 per Share and expire on September 28, 2010. Mr. McManus did not become an Officer of the Company
until October 2005. Long-Term Incentive Plan Awards Long term incentive plan (LTIP) means a plan providing
compensation intended to motivate performance over a period greater than one
financial year. LTIPs do not include option or stock appreciation rights
(SARs) plans or plans for compensation through shares or units that are
subject to restrictions on resale. The Company did not award any LTIPs to any
Named Executive Officer during the most recently completed financial year. Options The Company has a share purchase option plan approved by the
shareholders at the Companys annual general meeting held on March 22, 2006,
that allows the Company to grant a maximum of 12% of the issued and outstanding
common shares of the Company at the time an option is granted, less common
shares reserved or issued in the plan, subject to regulatory terms and approval,
to its employees, officers, directors and consultants. The exercise price of
each option may be set equal to or greater than the closing market price of the
common shares on the TSX on the day prior to the date of the grant of the
option, less any allowable discounts. Options have a maximum term of ten years
and terminate 30 to 90 days following the termination of the optionees
employment or term of engagement, except in the case of retirement or death.
Vesting of options is at the discretion of the Board of Directors at the time
the options are granted. The share options granted to the Named Executive Officers
during the financial year ended September 30, 2005 were as follows: - 66 - Option Grants During the Most Recently Completed Financial
Year The share options exercised by the Named Executive Officers
during the financial year ended September 30, 2005 and the values of such
options at the end of such year were as follows: Aggregate Option Exercises During the Most Recently Completed
Financial Year and Financial Year-End Option Values No share options were repriced on behalf of the Named Executive
Officers during the financial year ended September 30, 2005. Defined Benefit or Actuarial Plan Disclosure There are no defined benefit or actuarial plans in place for
the Company. Termination of Employment, Change in Responsibilities and
Employment Contracts There is no written employment contract between the Company and
any Named Executive Officer other than Mr. Hallbauer, who has an employment
agreement with Hunter Dickinson Inc. and who is seconded to the Company. There are no compensatory plan(s) or arrangement(s) with
respect to the Named Executive Officer resulting from the resignation,
retirement or any other termination of employment of the officers employment or
from a change of the Named Executive Officers responsibilities following a
change in control. - 67 - Compensation of Directors To December 31, 2004, each director of the Company whether or
not an executive officer, was paid an annual directors fee of $2,400 and an
additional fee of $600 for each meeting of directors attended. Each director who
was a member of a committee received $2,400 for each committee of which he or
she was a member and an additional fee of $600 for each committee meeting
attended. Effective January 1, 2005, the Board changed the compensation
to $45,000 annually for each independent director plus an additional $5,000 for
the Audit Committees Chairperson and $3,000 each for other Committee
Chairperson. Executive officers do not receive additional compensation for
serving as a director. Russell E. Hallbauer was the only director who received options
under the Companys share option plan in his capacity as a director and an
executive officer during the financial year ended September 30, 2005. See
particulars of Mr. Hallbauers grant of options to purchase shares under the
heading Options C. Board Practices All directors were re-elected at the March 2006 annual general
meeting and have a term of office expiring at the next annual general meeting of
Taseko scheduled for March 2006. All officers have a term of office lasting
until their removal or replacement by the Board of Directors. Committees of the Board of Directors The Policies suggest that (i) committees of the board of
directors of a listed corporation (other than the audit committee) generally be
composed of at least a majority of independent directors (and preferably all
independents) and that (ii) every board of directors expressly assume
responsibility, or assign to a committee of directors responsibility, for the
development of the corporations approach to governance issues, (iii) under the
audit committee instrument, the audit committee of every board of directors must
be composed only of independent directors, and the role of the audit committee
be specifically defined and include the responsibility for overseeing
managements system of internal control, (iv) the audit committee have direct
access to the corporations external auditor, and (v) the board of directors
appoint a committee, of whom the majority are independent, with the
responsibility for proposing new nominees to the board and for assessing
directors on an ongoing basis. Tasekos Board has to date established an Audit Committee, a
Compensation Committee and a Nominating and Corporate Governance Committee. Audit Committee The Board has adopted a charter for the Audit Committee in
accordance with Canadian Multilateral Instrument 52-110 Audit Committees,
(MI 52-110), the Canadian regulatory policy respecting audit committees, in
carrying out its audit and financial review functions. The text of the audit
committee charter (excluding specified definitions of independence and financial
literacy under stock exchange policies and securities law) is available on
Tasekos website. The Audit Committee reviews all financial statements of the
Company prior to their publication, recommends the appointment of independent
auditors, reviews and approves the professional services to be rendered by them
and approves fees for audit services. The Audit Committee meets both separately
with auditors (without management present) as well as with management present.
The meetings with the auditors discuss the various aspects of the Companys
financial presentation in the areas of audit risk and Canadian and U.S.
generally accepted accounting principles. - 68 - The Companys Audit Committee is currently comprised of Barry
Coughlan, David Elliott and Wayne Kirk, all of whom are independent as defined
in MI 52-110. All members of the Audit Committee are financially literate as
defined in MI 52-110. The audit committee typically meets quarterly. Compensation Committee The Board has established a Compensation Committee, comprised
of Barry Coughlan, David Elliott, Wayne Kirk and Jeffrey R. Mason, three of whom
are independent as defined in MI 52-110. The Board has adopted a charter for the
Compensation Committee which is also available for viewing at the Companys
website. The compensation function of the Compensation Committee is to
review, on an annual basis, the compensation paid to the Companys executive
officers and to the Directors, to review the performance of the Companys
executive officers, and to make recommendations on compensation to the Board. In
addition, the Committee reviews annually the compensation plans for the
Companys non-executive staff. The Compensation Committee delivered management
and director compensation recommendations to the Board late in 2005 based on
advice from an independent consulting firm. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is comprised
of four Directors (namely Barry Coughlan, David Elliott, Wayne Kirk and Jeffrey
Mason), three of whom are independent Directors as defined in MI 52-110 for the
reasons described above. The Board has adopted a charter for the Nominating and
Corporate Governance Committee in carrying out its duties. This charter is
available for viewing at the Companys website. The Nominating and Corporate Governance Committee has been
given the responsibility of developing the Companys approach to corporate
governance. This Committee has prepared a governance policies and procedures
manual to assist members of the Board, management and employees in carrying out
their duties. The Corporate Governance Committee reviews with management the
prevailing rules and policies in effect from time to time that are applicable to
governance of the Company in order to ensure that the Company remains in
compliance with all prescribed legal requirements. The nominating function of the Nominating and Corporate
Governance Committee is to evaluate and recommend to the Board the size of the
Board and persons as nominees for the position of director of the Company. The
Committee has developed a written self-evaluation procedure for assessing and
evaluating the effectiveness of the Board as a whole. This function is carried
out annually by the Nominating and Corporate Governance Committee, whose
evaluations and assessments are then provided to the Board of Directors in
connection with its responsibility to evaluate the Board and nominate persons as
nominees for the position of director of the Company. D. Employees At March 30, 2006, Taseko had 14 direct employees working at
Gibraltar. Taseko’s administrative and exploration functions are primarily
administered through Hunter Dickinson Inc. (see Item 7). The workforce at the
Gibraltar mine is provided primarily by the Company's partner at the Gibraltar
mine, Ledcor. At March 30, 2006, approximately 250 persons were employed at
the Gibraltar mine. - 69 - E. Share Ownership The following table sets out the share ownership as at March
30, 2006 of Tasekos directors and senior management and includes the details of
all options or warrants to purchase shares of Taseko held by such persons: - 70 - Notes: Does not include any shares that may be acquired upon
exercise of stock options. Based on 111,518,327 common shares issued and outstanding
as of March 30, 2006. Mr. Copeland, Mr. Cousens and Mr. Thiessen each hold
options to purchase 280,000 Common Shares at an exercise price of $0.55
per Share expiring on September 29, 2006, 200,000 Common Shares at $1.36
per Share expiring on September 29, 2006 and 300,000 Common Shares at
$1.40 per Share expiring on September 20, 2006. Mr. Coughlan holds options to purchase 50,000 Common
Shares at an exercise price of $0.55 per Share expiring on September 29,
2006, 100,000 Common Shares at $1.36 per Share expiring on September 29,
2006 and 100,000 Common Shares at $1.40 per Share expiring on September
20, 2006. Mr. Dickinson holds options to purchase 200,000 Common
Shares at an exercise price of $1.36 per Share expiring on September 29,
2006 and 300,000 Common Shares at $1.40 per Share expiring on September
20, 2006. Mr. Elliott holds options to purchase 100,000 Common
Shares at an exercise price of $1.40 per Share expiring on September 20,
2006. Mr. Hallbauer holds options to purchase 780,000 Common
Shares at an exercise price of $1.15 per Share expiring on September 28,
2010. Mr. Kirk holds options to purchase 140,000 Common Shares
at an exercise price of $1.36 per Share expiring on September 29, 2006 and
100,000 Common Shares at $1.40 per Share expiring on September 20,
2006. Mr. Mason holds options to purchase 270,000 Common Shares
at $1.40 per Share expiring on September 20, 2006. Mr. McManus holds options to purchase 300,000 Common
Shares at an exercise price of $1.15 per Share expiring on September 28,
2010. (b) Share Incentive Plan Taseko has a Share Incentive Plan which reserves up to 12% of
the outstanding number of shares for issuance. The Companys 2006 Plan was
approved and ratified by shareholders at the Companys annual general meeting
held on March 22, 2006. Under the 2006 Plan, the total number of Common Shares
reserved for share incentive options for granting at the discretion of the
Companys board of directors to - 71 - eligible optionees (the Optionees) is equal to twelve (12%)
percent of the issued and outstanding Common Shares in the capital stock of the
Company from time to time (approximately 13,382,199 Common Shares at the date
hereof). As at March 30, 2006, 7,942,700 (approximately 7.1% of the current
issued and outstanding Common Shares) options are outstanding under the 2006
Plan. There remain only a further 5,439,499 (approximately 4.9% of the current
issued and outstanding Common Shares) Common Shares available for granting as
options under the 2006 Plan. The TSX permits a company to have a share option plan with a
rolling maximum based on a percentage of a companys outstanding securities. In
addition, certain amendments to the options are permitted if the ability to
amend the option is contained in the share option plan approved by
shareholders. Under the 2006 Plan, as the outstanding options are exercised
and the issued and outstanding Common Shares of the Company increases, the
percentage of options available for granting to eligible Optionees will increase
however, all validly outstanding options under the 2004 Plan will be counted as
if they had been issued under the 2006 Plan for calculating what may yet be
issued under the 2006 Plan. The following is a summary of the material terms of the 2006
Plan: persons who are directors, officers, employees,
consultants to the Company or its affiliates, or who are employees of a
management company providing services to the Company are eligible to
receive grants of options under the 2006 Plan; all options granted under the 2006 Plan are
non-assignable and non-transferable and may have a maximum term of up to
10 years; for stock options granted to employees or service
providers (inclusive of management company employees), the Company must
ensure that the proposed Optionee is a bona fide employee or service
provider (inclusive of a management company employee), as the case may be,
of the Company or of any of its subsidiaries; if an Optionee ceases to be employed by the Company
(other than as a result of termination with cause) or ceases to act as a
director or officer of the Company or a subsidiary of the Company, any
option held by such Optionee may be exercised within 90 days after the
date such Optionee ceases to be employed or act as an officer or director
(30 days if the Optionee is engaged in investor relations
activities); the exercise price of the option is established by the
board of directors at the time of the option is granted, subject to a the
minimum exercise price of not less than the Market Price (as defined in
the policies of TSX but generally speaking that is the undiscounted volume
weighted five day average price); no Optionee can be granted an option or options to
purchase more than 5% of the outstanding listed shares of the Company in a
one year period; and subject to the policies of the TSX, the 2006 Plan may be
amended without shareholder approval to: make amendments which are of a housekeeping or clerical
nature only; change the vesting provisions of an option; change the termination provision of an option granted
hereunder which does not entail an extension beyond the original expiry
date of such option; and make such amendments as reduce, and do not increase, the
benefits of the 2006 Plan to potential option
recipients. - 72 - ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS A. Major Shareholders Major Shareholders Taseko is a publicly-held corporation, with its shares held by
residents of Canada, the United States of America and other countries. To the
best of Tasekos knowledge, no person, corporation or other entity beneficially
owns, directly or indirectly, or controls more than 5% of the common shares of
Taseko, the only class of securities with voting rights. For these purposes,
beneficial ownership means the sole or shared power to vote or direct the
voting or to dispose or direct the disposition of any security. Geographic Breakdown of Shareholders As of March 30, 2006, Tasekos register of shareholder
indicates that Tasekos common shares are held as follows: Shares registered in intermediaries were assumed to be held by
residents of the same country in which the clearing house was located. Transfer Agent Taseko's securities are recorded on the books of its transfer
agent, Computershare Trust Company of Canada located at 4th Floor, 510 Burrard
Street, Vancouver, B.C. V6C 3B9 (604) 661-0271 in registered form. However, the
majority of such shares are registered in the name of intermediaries such as
brokerage houses and clearing houses (on behalf of their respective brokerage
clients). Taseko does not have knowledge or access to the identities of the
beneficial owners of such shares registered through intermediaries. Control To the best of its knowledge, Taseko is not directly or
indirectly owned or controlled by any other corporation, by any foreign
government or by any other natural or legal person, severally or jointly. There
are no arrangements known to Taseko which, at a subsequent date, may result in a
change in control of Taseko. - 73 - Insider Reports under the British Columbia Securities
Act Under the British Columbia Securities Act, "insiders"
(generally officers, directors and holders of 10% or more of Taseko's shares)
are required to file insider reports of changes in their ownership in the first
10 days following a trade in Taseko's securities. Copies of such reports are
available for public inspection at the offices of the British Columbia Securities
Commission, 9th Floor, 701 West Georgia Street, Vancouver, British Columbia
V7Y 1L2 (phone (604) 899-6500) or at the British Columbia Securities Commission
web site (www.bcsc.bc.ca). Commencing in 2002 in British Columbia all insider
reports must be filed electronically 10 days following the date of the trade
at www.sedi.ca. The public is able to access these reports at www.sedi.ca. B. Related Party Transactions Except as disclosed below, Taseko has not since October 1,
2004, being the beginning of Tasekos most recently completed fiscal year,
entered into or made, and does not propose to enter into or make: any transaction with a related party which is either
material to Taseko or the related party; any transaction with a related party which is unusual in
its nature or conditions, involving goods, services or tangible or
intangible assets; any loans or guarantees directly by Taseko or through any
of its subsidiaries to or for the benefit of any related
party. For the purposes of this Item 7.B, the following definitions
apply: associate means any unconsolidated enterprises in which
the Company has significant influence or which has significant influence
over the Company; and related party includes any of the following
persons: enterprises that, directly or indirectly through one or
more intermediaries, control or are controlled by or under common control
with the Company; associates of the Company; individuals owning, directly or indirectly, shares of the
Company that gives them significant influence over the Company and close
members of such individuals family; key management personnel, that is, those persons having
authority and responsibility for planning, directing and controlling the
activities of the Company, including directors and senior management of
the Company and close members of such individuals families; or enterprises in which a substantial interest in the voting
power is owned, directly or indirectly, by any person described in (c) or
(d) or over which such a person is able to exercise significant
influence. significant influence over an enterprise means the
power to participate in the financial and operating policy decisions of
the enterprise but is less than control over these policies. Shareholders
beneficially owning a 10% interest in the voting power of a company are
presumed to have a significant influence on the
company. - 74 - (a) Arrangements with Hunter Dickinson Inc. Hunter Dickinson Inc. ("HDI") carries out investor relations,
geological, corporate development, administrative and other management
activities for, and incurs third party costs on behalf of the Company. Taseko
reimburses HDI on a full cost-recovery basis. The Company has fourteen (14) full time employees at the
Gibraltar Mine. Other management and administrative services are provided to the
Company by HDI pursuant to a geological, corporate development, administrative
and management services agreement dated for reference December 31, 1996. HDI is
a private company owned equally by nine publicly traded exploration and mining
companies (one of which is the Company) and is managed by persons, the majority
of whom are also directors of the Company. HDI is one of the largest independent
mining exploration groups in North America and as of March 30, 2006, employed or
retained on a substantially full-time basis, 23 geoscientists, including six
with advanced degrees (two PhDs and five M.Scs), eight professional geologists
(PGeo), and four professional engineers (PEng); six engineers, including four
mining engineers and one civil engineer, all with professional engineer
designations; one professional agrologist, one biologist (MSc); 11 accountants
(including six Chartered Accountants, one CMA and two CGAs) and 28
administrative and support personnel. It has supervised mineral exploration
projects in Canada (British Columbia, Manitoba, Ontario, Québec, Yukon and
Northwest Territories) and internationally in Brazil, Nevada, Mexico and South
Africa. HDI allocates the cost of staff input into projects, such as the
Gibraltar project, based on the time records of involved personnel. Costs of
such personnel and third party contractors are billed to the participating
public companies on a full cost recovery basis (inclusive of HDI staff costs and
overhead) for amounts which are considered by the Company management to be at a
cost that is competitive with arms-length suppliers. The shares of HDI are
owned by each of the participating public corporations (including the Company)
for as long as HDIs services are being retained by such participating company.
However, a participant surrenders its single share of HDI at the time of
termination of the standard form of services agreement. The agreement can be
cancelled on 30 days notice. Costs for services rendered by HDI to the Company were
approximately $1,223,000 in fiscal 2005 as compared to approximately $807,000 in
fiscal 2004, an increase primarily related to the increased activity of the
Company. C. Interests of Experts and Counsel Not applicable. - 75 - ITEM 8 FINANCIAL INFORMATION A. Consolidated Statements and Other Financial
Information See "Item 17 Financial Statements". Legal Proceedings Taseko is not involved in any actual litigation or legal
proceedings and to Tasekos knowledge, no material legal proceedings involving
Taseko or its subsidiaries are to be initiated against Taseko. Glencore Ltd. ("Glencore") purchases the whole of the copper
concentrates produced by the Gibraltar mine pursuant to the terms of a written
contract (the "Contract"). Gibraltar Mines Ltd. and Glencore have a dispute
concerning the interpretation of the Contract. Glencore asserts that the
Contract provides that the price to be paid for the concentrates should be
reduced by a deduction referred to as "price participation". Gibraltar asserts
that the Contract does not provide for any such deduction. To December 31, 2005,
Glencore has withheld approximately US$3.3 million from invoices rendered by
Gibraltar and is claiming repayment of a further US$0.5 million, on the basis of
its interpretation of the Contract. Of this amount, US$1.6 million was withheld
during the quarter ended December 31, 2005. The dispute is set for arbitration in London, England, in June
2006. If Gibraltar is successful in the arbitration, and there is no appeal,
then Gibraltar should immediately receive the full amount that has been withheld
by Glencore. While Taseko believes in the merits of its position and case, there
can be no certainty of the ultimate outcome of the arbitration. An unsuccessful
resolution of the arbitration may result in Taseko foregoing the amounts
currently withheld by Glencore and further future price participation
deductions. Dividend Policy The Company has not paid any dividends on its outstanding
common shares since its incorporation and does not anticipate that it will do so
in the foreseeable future. All funds of Taseko are being retained for
exploration and operations at its Projects. B. Significant Changes Taseko has not experienced any significant changes since the
date of the financial statements included with this Registration Statement
except as disclosed in this Annual Report on Form 20-F. - 76 - ITEM 9 THE OFFER AND LISTING A. Offer and Listing Details Trading Markets The Company's shares are traded in Canada on the Toronto Stock
Exchange under the symbol TKO. Prior to March 8, 2006, the Companys shares were
traded in Canada on the TSX Venture Exchange. In the United States, the
Company's shares were traded on the OTCBB under the symbol TKOCF until October
3, 2004, after which date the Company's shares commenced trading on the American
Stock Exchange under the symbol TGB. The following table sets forth the high and low market prices
of the Companys common shares during the periods indicated. B. Plan of Distribution Not applicable. - 77 - C. Markets The Company trades, or has traded, on the following markets TSX Venture Exchange (TSXV) (successor exchange to the
Vancouver Stock Exchange and the CDNX Exchange) Toronto Stock Exchange (TSX) National Association of Securities Dealers Automated
Quotation System (NASDAQ) Regular Market National Association of Securities Dealers Automated
Quotation System (NASDAQ) National Market Over The Counter Bulletin Board (OTCBB) American Stock Exchange D. Selling Shareholders Not applicable. E. Dilution Not applicable. F. Expenses of the Issue Not applicable. - 78 - ITEM 10 ADDITIONAL INFORMATION A. Share Capital Not required in an annual report. B. Memorandum and Articles of Association The following is a summary of certain material provisions of
(i) Tasekos new Articles, as adopted by shareholders, and (ii) certain
provisions of the Business Corporations Act applicable to Taseko: 1. Objects and Purposes Taseko's Memorandum and Articles do not specify objects or
purposes. Taseko is entitled under the Business Corporations Act to carry
on all lawful businesses which can be carried on by a natural person. 2. Directors Directors power to vote on a proposal, arrangement or
contract in which the director is interested. According to the Business Corporations Act, a director
holds a disclosable interest in a contract or transaction if: the contract or transaction is material to the
company; the company has entered, or proposes to enter, into the
contract or transaction, and either of the following applies to the
director: the director has a material interest in the contract or
transaction; the director is a director or senior officer of, or has a
material interest in, a person who has a material interest in the contract
or transaction. However, the Business Corporations Act also provides
that in the following circumstances, a director does not hold a disclosable
interest in a contract or transaction if: the situation that would otherwise constitute a
disclosable interest arose before the coming into force of the Business
Corporations Act or, if the company was recognized under the
Business Corporations Act, before that recognition, and was
disclosed and approved under, or was not required to be disclosed under,
the legislation that: applied to the company on or after the date on which the
situation arose; and is comparable in scope and intent to the provisions of
the Business Corporations Act; both the company and the other party to the contract or
transaction are wholly owned subsidiaries of the same
corporation; the company is a wholly owned subsidiary of the other
party to the contract or transaction; - 79 - the other party to the contract or transaction is a
wholly owned subsidiary of the company; or where the director or senior officer is the sole
shareholder of the company or of a corporation of which the company is a
wholly owned subsidiary. The Business Corporations Act further provides that a
director of a company does not hold a disclosable interest in a contract or
transaction merely because: the contract or transaction is an arrangement by way of
security granted by the company for money loaned to, or obligations
undertaken by, the director or senior officer, or a person in whom the
director or senior officer has a material interest, for the benefit of the
company or an affiliate of the company; the contract or transaction relates to an indemnity or
insurance; the contract or transaction relates to the remuneration
of the director or senior officer in that person's capacity as director,
officer, employee or agent of the company or of an affiliate of the
company; the contract or transaction relates to a loan to the
company, and the director or senior officer, or a person in whom the
director or senior officer has a material interest, is or is to be a
guarantor of some or all of the loan; or the contract or transaction has been or will be made with
or for the benefit of a corporation that is affiliated with the company
and the director or senior officer is also a director or senior officer of
that corporation or an affiliate of that
corporation. Under Tasekos Articles, a director or senior officer who holds
a disclosable interest (as that term is used in the Business Corporations
Act) in a contract or transaction into which Taseko has entered or proposes
to enter: is liable to account to Taseko for any profit that
accrues to the director or senior officer under or as a result of the
contract or transaction only if and to the extent provided in the
Act; is not entitled to vote on any directors resolution to
approve that contract or transaction, unless all the directors have a
disclosable interest in that contract or transaction, in which case any or
all of those directors may vote on such resolution; and who is present at the meeting of directors at which
the contract or transaction is considered for approval may be counted in
the quorum at the meeting whether or not the director votes on any or all
of the resolutions considered at the meeting. A director or senior officer who holds any office or possesses
any property, right or interest that could result, directly or indirectly, in
the creation of a duty or interest that materially conflicts with that
individuals duty or interest as a director or senior officer, must disclose the
nature and extent of the conflict as required by the Business Corporations
Act. No director or intended director is disqualified by his or her office
from contracting with Taseko either with regard to the holding of any office or
place of profit the director holds with Taseko or as vendor, purchaser or
otherwise, and no contract or transaction entered into by or on behalf of Taseko
in which a director is in any way interested is liable to be voided for that
reason Directors' power, in the absence of an independent
quorum, to vote compensation to themselves or any members of their
body. - 80 - The compensation of the directors is decided by the directors
unless the board of directors requests approval to the compensation from the
shareholders by ordinary resolution. The Business Corporations Act
provides that a director of a company does not hold a disclosable interest in a
contract or transaction merely because the contract or transaction relates to
the remuneration of the director or senior officer in that person's capacity as
director, officer, employee or agent of Taseko or of an affiliate of Taseko. Borrowing powers exercisable by the
directors. Under the Articles, the directors may, on behalf of Taseko: 1. Borrow money in such manner and amount, on such security,
from such sources and upon such terms, and conditions as they consider
appropriate; 2. Issue bonds, debentures, and other debt obligations either
outright or as a security for any liability or obligation of Taseko or any other
person and at such discounts or premiums and on such other terms as they
consider appropriate; 3. guarantee the repayment of money by any other person or the
performance of any obligation of any other person; and 4. mortgage, charge, whether by way of specific or floating
charge, grant a security interest in, or give other security on, the whole or
any part of the present and future assets and undertaking of Taseko. Retirement and non-retirement of directors under an age
limit requirement. There are no such provisions applicable to Taseko under its
Memorandum or its Articles or the Business Corporations Act. Number of shares required for a directors
qualification. Directors need not own any shares of Taseko in order to qualify
as directors. 3. Rights, Preferences and Restrictions Attaching to Each
Class of Shares Dividends Dividends may be declared by the Board out of available assets
and are paid rateably to holders of common shares. No dividend may be paid if
Taseko is, or would thereby become, insolvent. Voting Rights Each Taseko share is entitled to one vote on matters to which
common shares ordinarily vote including the annual election of directors,
appointment of auditors and approval of corporate changes. Directors
automatically retire at each annual meeting, and may be elected thereat. There
are no staggered directorships among Tasekos directors. There are no cumulative
voting rights applicable to Taseko. Rights to Profits and Liquidation Rights All common shares of Taseko participate rateably in any net
profit or loss of Taseko and shares rateably any available assets in the event
of a winding up or other liquidation. Redemption Taseko has no redeemable securities authorized or issued. Sinking Fund Provisions - 81 - Taseko has no sinking fund provisions or similar
obligations. Shares Fully Paid All Taseko shares must, by applicable law, be issued as fully
paid for cash, property or services. They are therefore non-assessable and not
subject to further calls for payment. Pre-emptive Rights There are no pre-emptive rights applicable to Taseko which
provide a right to any person to participate in offerings of Taseko's equity or
other securities With respect to the rights, preferences and restrictions
attaching to Tasekos common shares, there are generally no significant
differences between Canadian and United States law as the shareholders, or the
applicable corporate statute, will determine the rights, preferences and
restrictions attaching to each class of Tasekos shares. 4. Changes to Rights and Restrictions to Shares The Business Corporations Act provides that a company
may, by the type of shareholders' resolution specified by the articles, or, if
the articles do not specify the type of resolution, by a special resolution: create special rights or restrictions for, and attach
those special rights or restrictions to, the shares of any class or series
of shares, whether or not any or all of those shares have been issued;
or vary or delete any special rights or restrictions
attached to the shares of any class or series of shares, whether or not
any or all of those shares have been issued. Tasekos Articles provide that, subject to the Business
Corporations Act, Taseko may by ordinary resolution or a resolution of the
directors (or a resolution of the directors in the case of §(c) or §(f) below):
create one or more classes or series of shares or, if
none of the shares of a class or series of shares are allotted or issued,
eliminate that class or series of shares; increase, reduce or eliminate the maximum number of
shares that Taseko is authorized to issue out of any class or series of
shares or establish a maximum number of shares that Taseko is authorized
to issue out of any class or series of shares for which no maximum is
established; subdivide or consolidate all or any of its unissued, or
fully paid issued, shares; if Taseko is authorized to issue shares of a class of
shares with par value: decrease the par value of those shares; or if none of the shares of that class of shares are
allotted or issued, increase the par value of those shares; change all or any of its unissued, or fully paid issued,
shares with par value into shares without par value or any of its unissued
shares without par value into shares with par value; alter the identifying name of any of its shares;
or - 82 - otherwise alter its shares or authorized share structure
when required or permitted to do so by the Act where it does not specify a
special resolution. An ordinary resolution is a resolution of shareholders that is
approved by a majority of those votes cast at a properly constituted meeting of
shareholders. The Articles provide that a special resolution is a resolution of
shareholders that is approved by two thirds (66 2/3%) of those votes cast at a
properly constituted meeting of shareholders. If special rights and restrictions are altered and any right or
special right attached to issued shares is prejudiced or interfered with, then
the consent of the holders of shares of that class or series by a special
separate resolution will be required. The Business Corporations Act also provides that a
company may reduce its capital if it is authorized to do so by a court order,
or, if the capital is reduced to an amount that is not less than the realizable
value of the company's assets less its liabilities, by a special resolution or
court order. Generally, there are no significant differences between British
Columbia and United States law with respect to changing the rights of
shareholders as most state corporation statutes require shareholder approval
(usually a majority) for any such changes that affect the rights of
shareholders. 5. Meetings of Shareholders The Articles provide that Taseko must hold its annual general
meeting once in every calendar year (being not more than 15 months from the last
annual general meeting) at such time and place to be determined by the directors
of Taseko. Shareholders meetings are governed by the Articles of Taseko but many
important shareholder protections are also contained in the Securities
Act (British Columbia) (the Securities Act) and the British Columbia
Corporations Act. The Articles provide that Taseko will provide at least 21
days' advance written notice of any meeting of shareholders and will provide for
certain procedural matters and rules of order with respect to conduct of the
meeting. The directors may fix in advance a date, which is no fewer than 21 days
prior to the date of the meeting for the purpose of determining shareholders
entitled to receive notice of and to attend and vote at a general meeting. The Securities Act and the British Columbia
Corporations Act superimpose requirements that generally provide that
shareholders meetings require not less than a 60 day notice period from initial
public notice and that Taseko makes a thorough advanced search of intermediary
and brokerage registered shareholdings to facilitate communication with
beneficial shareholders so that meeting proxy and information materials can be
sent via the brokerages to unregistered but beneficial shareholders. The form
and content of information circulars and proxies and like matters are governed
by the Securities Act and the British Columbia Corporations Act .
This legislation specifies the disclosure requirements for the proxy materials
and various corporate actions, background information on the nominees for
election for director, executive compensation paid in the previous year and full
details of any unusual matters or related party transactions. Taseko must hold
an annual shareholders meeting open to all shareholders for personal attendance
or by proxy at each shareholder's determination. The meeting must be held within
13 months of the previous annual shareholders meeting and must present audited
statements which are no more than 180 days old at such meeting. Most state corporation statutes require a public company to
hold an annual meeting for the election of directors and for the consideration
of other appropriate matters. The state statutes also include general provisions
relating to shareholder voting and meetings. Apart from the timing of when an
annual Meeting must be held and the percentage of shareholders required to call
an annual Meeting or an extraordinary - 83 - meeting, there are generally no material differences between
Canadian and United States law respecting annual meetings and extraordinary
meetings. 6. Rights to Own Securities There are no limitations under Taseko's Articles or in the
Business Corporations Act on the right of persons who are not citizens of
Canada to hold or vote common shares. 7. Restrictions on Changes in Control, Mergers, Acquisitions
or Corporate Restructuring of the Company Tasekos Articles do not contain any provisions that would have
the effect of delaying, deferring or preventing a change of control of Taseko.
Taseko has not implemented any shareholders' rights or other "poison pill"
protection against possible take-overs. Taseko does not have any agreements
which are triggered by a take-over or other change of control. There are no
provisions in its Articles triggered by or affected by a change in outstanding
shares which gives rise to a change in control. There are no provisions in
Taseko's material agreements giving special rights to any person on a change in
control. The Business Corporations Act does not contain any
provisions that would have the effect of delaying, deferring or preventing a
change of control of a company. Generally, there are no significant differences between British
Columbia and United States law in this regard, as many state corporation
statutes also do not contain such provisions and only empower a companys board
of directors to adopt such provisions. 8. Ownership Threshold Requiring Public Disclosure The Articles of Taseko do not require disclosure of share
ownership. Share ownership of director nominees must be reported annually in
proxy materials sent to Taseko's shareholders. There are no requirements under
British Columbia corporate law to report ownership of shares of Taseko but the
Securities Act requires disclosure of trading by insiders (generally
officers, directors and holders of 10% of voting shares) within 10 days of the
trade. Controlling shareholders (generally those in excess of 20% of outstanding
shares) must provide seven days advance notice of share sales. Effective January
31, 2003 all insider trading reports filed by Tasekos insiders pursuant to
Canadian securities legislation are available on the Internet at
www.sedi.ca. Most state corporation statutes do not contain provisions
governing the threshold above which shareholder ownership must be disclosed.
United States federal securities laws require a company that is subject to the
reporting requirements of the Securities Exchange Act of 1934 to disclose, in
its annual reports filed with the Securities and Exchange Commission those
shareholders who own more than 5% of a corporations issued and outstanding
shares. 9. Differences in Law between the US and British
Columbia Differences in the law between United States and British
Columbia, where applicable, have been explained above within each category. 10. Changes in the Capital of the Company There are no conditions imposed by Tasekos Notice of Articles
or Articles which are more stringent than those required by the Business
Corporations Act. - 84 - Securities Act (British Columbia) This statute applies to Taseko and governs matters typically
pertaining to public securities such as continuous quarterly financial
reporting, immediate disclosure of material changes, insider trade reporting,
take-over protections to ensure fair and equal treatment of all shareholders,
exemption and resale rules pertaining to non-prospectus securities issuances as
well as civil liability for certain misrepresentations, disciplinary, appeal and
discretionary ruling matters. All Taseko shareholders regardless of residence
have equal rights under this legislation. Subsidiary Gibraltar Mines Ltd. The common shares of Gibraltar are wholly owned by Taseko and
Gibraltar has constituting documents ordinary to a British Columbia corporation
pursuing mining activities. Gibraltar has a class of preference shares
outstanding which are owned by Continental Minerals Corporation and which were
received for transferring to Gibraltar the Harmony Gold Project. These
preference shares are convertible into Taseko shares in the event of a
liquidation event in connection with the Harmony Gold Project. C. Material Contracts Tasekos material contracts are: Convertible Debenture July 21, 1999 in the principal
amount of CDN $17,000,000 issued by Gibraltar to Boliden Westmin (Canada)
Limited pursuant to the acquisition of the Gibraltar mine (see Item 4 "The
Gibraltar Mine") filed with 20-F in March 30, 2000; Geological Management and Administration Services
Agreement with Hunter Dickinson Inc. dated for reference December 31, 1996
filed with Form 20-F for fiscal year 1999 filed on March 30, 2000 (See
Item 7 "Interest of Management in Certain Transactions"); Arrangement Agreement dated February 22, 2001 among
Taseko, Misty Mountain Gold Limited and Gibraltar Mines Ltd. whereby
Taseko caused Gibraltar to acquire the 3 million ounce Harmony Gold
Project (see Item 4) in consideration of the issuance of Preferred Shares
of Gibraltar which are convertible into Taseko shares in the event of a
liquidation event in connection with the Harmony Gold Project.; Agreements with the GRT Limited Partnership described in
Items 4 , 7 and 19; Royalty Agreement dated September 29, 2004 between
Gibraltar Mines Ltd., Wilshire Financial Services Inc. Call Option Agreement dated September 29, 2004. among:
688888 B.C. Ltd., Red Mile Resources Inc., in its capacity as general
partner on behalf of all of the partners of Red Mile Resources Fund
Limited Partnership, and Wilshire (GP) No. 2 Corporation, in its capacity
as general partner on behalf of all of the partners of Red Mile Resources
No. 2 Limited Partnership. Funding Agreement dated September 29, 2004 between
Gibraltar Mines Ltd. and Wilshire Financial Services Inc. Funding Pledge Agreement dated September 29, 2004 between
Wilshire Financial Services Inc., Gibraltar Mines Ltd. and Alberta Capital
Trust Corporation - 85 - Pledge, Priorities and Direction Agreement dated
September 29, 2004 among Red Mile Resources Inc., in its capacity as
general partner on behalf of all of the partners of Red Mile Resources
Fund Limited Partnership, and Wilshire (GP) No. 2 Corporation, in its
capacity as general partner on behalf of all of the partners of Red Mile
Resources No. 2 Limited Partnership, Gibraltar Mines Ltd., 688888 B.C.
Ltd., Wilshire Financial Services Inc, Alberta Capital Trust Corporation,
Wilshire (GP) No. 2 Corporation, Red Mile Resources Inc., and all of the
Limited Partners of Red Mile Resources Fund Limited Partnership. Indemnification Agreement dated September 29, 2004
between Gibraltar Mines Ltd. and Wilshire Financial Services
Inc. General Partner Share Purchase Agreement between Red Mile
Resources Inc. as general partner on behalf of Red Mile Resources Fund
Limited Partnership, Wilshire (GP) No. 2 Corporation as general partner on
behalf of Red Mile Resources No. 2 Limited Partnership, Gibraltar Mines
Ltd., 688888 BC Ltd. as Optionee dated September 29, 2004; Shortfall Agreement between Red Mile Resources Inc. as
general partner on behalf of Red Mile Resources Fund Limited Partnership,
Wilshire (GP) No. 2 Corporation as general partner on behalf of Red Mile
Resources No. 2 Limited Partnership, Wilshire Financial Services Inc.,
Gibraltar Mines Ltd. and Fee Agreement dated September 29, 2004 between Red Mile
Resources Fund Limited Partnership and Taseko Mines Limited; Operating Agreement dated September 28, 2004 between
Ledcor Mining Ltd. and Gibraltar Mines Ltd. This information has been
previously reported and is incorporated by reference to the Company’s
Form 20-F — Annual Report for the fiscal year ended September 30,
2004 filed with the Securities and Exchange Commission on April 15, 2005. D. Exchange Controls Taseko is a Province of British Columbia, Canada, corporation.
There is no law or governmental decree or regulation in Canada that restricts
the export or import of capital, or affects the remittance of dividends,
interest or other payments to a non-resident holder of Common Shares, other than
withholding tax requirements. Any such remittances to United States residents
are generally subject to withholding tax, however no such remittances are likely
in the foreseeable future. See "Taxation", below. There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of Taseko on the right of a non-resident
to hold or vote its common shares, other than as provided in the Investment
Canada Act (Canada) (the "Investment Act"). The following discussion
summarizes the material features of the Investment Act for a non-resident
who proposes to acquire a controlling number of Tasekos common shares. It is
general only, it is not a substitute for independent advice from an investors
own advisor, and it does not anticipate statutory or regulatory amendments.
Taseko does not believe the Investment Act will have any affect on it or
on its non-Canadian shareholders due to a number of factors including the nature
of its operations and Tasekos relatively small capitalization. The Investment Act generally prohibits implementation of
a "reviewable" investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture (each an "entity") that is not
- 86 - a "Canadian" as defined in the Investment Act (ie. a
"non-Canadian"), unless after review the Director of Investments appointed by
the minister responsible for the Investment Act is satisfied that the
investment is likely to be of net benefit to Canada. The size and nature of a
proposed transaction may give rise to an obligation to notify the Director to
seek an advance ruling. An investment in Tasekos common shares by a
non-Canadian (other than a "WTO Investor" as that term is defined in the
Investment Act and which term includes entities which are nationals of or
are controlled by nationals of member states of the World Trade Organization)
when Taseko was not controlled by a WTO Investor, would be reviewable under the
Investment Act if it was an investment to acquire control of Taseko and
the value of the assets of Taseko, as determined in accordance with the
regulations promulgated under the Investment Act, was over a certain figure, or
if an order for review was made by the federal cabinet on the grounds that the
investment related to Canadas cultural heritage or national identity,
regardless of the value of the assets of Taseko. An investment in the Common
Shares by a WTO Investor, or by a non-Canadian when Taseko was controlled by a
WTO Investor, would be reviewable under the Investment Act if it was an
investment to acquire control of Taseko and the value of the assets of Taseko,
as determined in accordance with the regulations promulgated under the
Investment Act, was not less than a specified amount, which currently exceeds
approximately C$250 million. A non-Canadian would acquire control of Taseko for
the purposes of the Investment Act if the non-Canadian acquired a
majority of the Common Shares. The acquisition of less than a majority but
one-third or more of the Common Shares would be presumed to be an acquisition of
control of Taseko unless it could be established that, on the acquisition,
Taseko was not controlled in fact by the acquiror through the ownership of the
Common Shares. The foregoing assumes Taseko will not engage in the production
of uranium or own an interest in a producing uranium property in Canada, or
provide any financial service or transportation service, as the rules governing
these businesses are different. Certain transactions relating to the Common Shares would be
exempt from the Investment Act, including an acquisition of the Common Shares by a person in the
ordinary course of that persons business as a trader or dealer in
securities, an acquisition of control of Taseko in connection with
the realization of security granted for a loan or other financial
assistance and not for a purpose related to the provisions of the
Investment Act, and an acquisition of control of Taseko by reason of an
amalgamation, merger, consolidation or corporate reorganization following
which the ultimate direct or indirect control in fact of Taseko, through
the ownership of the Common Shares, remained
unchanged. E. Taxation Material Canadian Federal Income Tax Consequences for
United States Residents The following, in managements understanding summarizes the
material Canadian federal income tax consequences generally applicable to the
holding and disposition of Common Shares by a holder (in this summary, a "U.S.
Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax
Act"), is not resident in Canada, deals at arms length with Taseko, holds the
Common Shares as capital property and does not use or hold the Common Shares in
the course of carrying on, or otherwise in connection with, a business in
Canada, and (b) for the purposes of the Canada-United States Income Tax
Convention, 1980 (the "Treaty"), is a resident solely of the United States, has
never been a resident of Canada, and has not held or used (and does not hold or
use) Common Shares in connection with a permanent establishment or fixed base in
Canada. This summary does not apply to traders or dealers in securities, - 87 - limited liability companies, tax-exempt entities, insurers,
financial institutions (including those to which the mark-to-market provisions
of the Tax Act apply), or any other U.S. Holder to which special considerations
apply. This summary is based on the current provisions of the Tax Act
including all regulations thereunder, the Treaty, all proposed amendments to the
Tax Act, the regulations and the Treaty publicly announced by the Government of
Canada to the date hereof, and the current administrative practices of the
Canada Customs and Revenue Agency. It has been assumed that all currently
proposed amendments will be enacted as proposed and that there will be no other
relevant change in any governing law or administrative practice, although no
assurances can be given in these respects. This summary does not take into
account provincial, U.S., state or other foreign income tax law or practice. The
tax consequences to any particular U.S. Holder will vary according to the status
of that holder as an individual, trust, corporation, partnership or other
entity, the jurisdictions in which that holder is subject to taxation, and
generally according to that holders particular circumstances. Accordingly, this
summary is not, and is not to be construed as, Canadian tax advice to any
particular U.S. Holder. Dividends Dividends paid or deemed to be paid to a U.S. Holder by Taseko
will be subject to Canadian withholding tax. Under the Treaty, the rate of
withholding tax on dividends paid to a U.S. Holder is generally limited to 15%
of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation
and beneficially owns at least 10% of Tasekos voting shares). Taseko will be
required to withhold the applicable withholding tax from any such dividend and
remit it to the Canadian government for the U.S. Holders account. Disposition A U.S. Holder is not subject to tax under the Tax Act in
respect of a capital gain realized on the disposition of a Common Share in the
open market unless the share is "taxable Canadian property" to the holder
thereof and the U.S. Holder is not entitled to relief under the Treaty. A Common
Share will be taxable Canadian property to a U.S. Holder if, at any time during
the 60 months preceding the disposition, the U.S. Holder or persons with whom
the U.S. Holder did not deal at arms length alone or together owned, or had
rights to acquire, 25% or more of Tasekos issued shares of any class or
series. A U.S. Holder whose Common Shares do constitute taxable Canadian
property, and who might therefore be liable for Canadian income tax under the
Tax Act, will generally be relieved from such liability under the Treaty unless
the value of such shares at the time of disposition is derived principally from
real property situated in Canada. Common shares of Taseko would be considered
taxable Canadian property. United States Tax Consequences United States Federal Income Tax Consequences The following is, in managements understanding, a discussion
of the material United States federal income tax consequences, under current
law, generally applicable to a U.S. Holder (as hereinafter defined) of common
shares of Taseko. This discussion does not address all potentially relevant
federal income tax matters and it does not address consequences peculiar to
persons subject to special provisions of federal income tax law, such as those
described below as excluded from the definition of a U.S. Holder. In addition,
this discussion does not cover any state, local or foreign tax consequences.
(see "Taxation Canadian Federal Income Tax Consequences" above). Accordingly,
holders and prospective holders of common shares of Taseko should consult their
own tax advisors about the specific federal, - 88 - state, local, and foreign tax consequences to them of
purchasing, owning and disposing of common shares of Taseko, based upon their
individual circumstances. The following discussion is based upon the sections of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations,
published Internal Revenue Service ("IRS") rulings, published administrative
positions of the IRS and court decisions that are currently applicable, any or
all of which could be materially and adversely changed, possibly on a
retroactive basis, at any time and which are subject to differing
interpretations. This discussion does not consider the potential effects, both
adverse and beneficial, of any proposed legislation which, if enacted, could be
applied, possibly on a retroactive basis, at any time. U.S. Holders As used herein, a "U.S. Holder" means a holder of common shares
of Taseko who is a citizen or individual resident of the United States, a
corporation or partnership created or organized in or under the laws of the
United States or of any political subdivision thereof, an entity created or
organized in or under the laws of the United States or any political subdivision
thereof which has elected to be treated as a corporation for United States
Income Tax Purposes (under Treasury Regulation section 301.7201 -3), an estate
whose income is taxable in the United States irrespective of source or a trust
subject to the primary supervision of a court within the United States and
control of a United States fiduciary as described Section 7701(a)(30) of the
Code. This summary does not address the tax consequences to, and U.S. Holder
does not include, persons subject to specific provisions of federal income tax
law, such as tax-exempt organizations, qualified retirement plans, individual
retirement accounts and other tax-deferred accounts, financial institutions,
insurance companies, real estate investment trusts, regulated investment
companies, broker-dealers, non-resident alien individuals, persons or entities
that have a "functional currency" other than the U.S. dollar, shareholders
subject to the alternative minimum tax, shareholders who hold common shares as
part of a straddle, hedging or conversion transaction, and shareholders who
acquired their common shares through the exercise of employee stock options or
otherwise as compensation for services. This summary is limited to U.S. Holders
who own common shares as capital assets and who own (directly and indirectly,
pursuant to applicable rules of constructive ownership) no more than 5% of the
value of the total outstanding stock of Taseko. This summary does not address
the consequences to a person or entity holding an interest in a shareholder or
the consequences to a person of the ownership, exercise or disposition of any
options, warrants or other rights to acquire common shares. In addition, this
summary does not address special rules applicable to United States persons (as
defined in Section 7701(a)(30) of the Code) holding common shares through a
foreign partnership or to foreign persons holding common shares through a
domestic partnership. Distribution on Common Shares of Taseko In general, U.S. Holders receiving dividend distributions
(including constructive dividends) with respect to common shares of Taseko are
required to include in gross income for United States federal income tax
purposes the gross amount of such distributions, equal to the U.S. dollar value
of such distributions on the date of receipt (based on the exchange rate on such
date), to the extent that Taseko has current or accumulated earnings and
profits, without reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holders federal income tax liability or,
alternatively, may be deducted in computing the U.S. Holders federal taxable
income by those who itemize deductions. (See more detailed discussion at
"Foreign Tax Credit" below). To the extent that distributions exceed current or
accumulated earnings and profits of Taseko, they will be treated first as a
return of capital up to the U.S. Holders adjusted basis in the common shares
and thereafter as gain from the sale or exchange of property. Preferential tax
rates for long-term capital gains are applicable to a U.S. Holder which is an
individual, estate or trust. There are currently no preferential tax rates for
long-term capital gains for a U.S. Holder which is a corporation. - 89 - In the case of foreign currency received as a dividend that is
not converted by the recipient into U.S. dollars on the date of receipt, a U.S.
Holder will have a tax basis in the foreign currency equal to its U.S. dollar
value on the date of receipt. Generally, any gain or loss recognized upon a
subsequent sale or other disposition of the foreign currency, including the
exchange for U.S. dollars, will be ordinary income or loss. However, an
individual whose realized gain does not exceed $200 will not recognize that
gain, provided that there are no expenses associated with the transaction that
meet the requirements for deductibility as a trade or business expense (other
than travel expenses in connection with a business trip) or as an expense for
the production of income. Dividends paid on the common shares of Taseko generally will
not be eligible for the dividends received deduction provided to corporations
receiving dividends from certain United States corporations. A U.S. Holder which
is a corporation and which owns shares representing at least 10% of the voting
power and value of Taseko may, under certain circumstances, be entitled to a 70%
(or 80% if the U.S. Holder owns shares representing at least 20% of the voting
power and value of Taseko) deduction of the United States source portion of
dividends received from Taseko (unless Taseko qualifies as a "foreign personal
holding company" or a "passive foreign investment company," as defined below).
Taseko does not anticipate that it will earn any United States income, however,
and therefore does not anticipate that any U.S. Holder will be eligible for the
dividends received deduction. Under current Treasury Regulations, dividends paid on Tasekos
common shares, if any, generally will not be subject to information reporting
and generally will not be subject to U.S. backup withholding tax. However,
dividends and the proceeds from a sale of Tasekos common shares paid in the
U.S. through a U.S. or U.S. related paying agent (including a broker) will be
subject to U.S. information reporting requirements and may also be subject to
the 28% U.S. backup withholding tax, unless the paying agent is furnished with a
duly completed and signed Form W-9. Any amounts withheld under the U.S. backup
withholding tax rules will be allowed as a refund or a credit against the U.S.
Holders U.S. federal income tax liability, provided the required information is
furnished to the IRS. Foreign Tax Credit A U.S. Holder who pays (or has withheld from distributions)
Canadian income tax with respect to the ownership of common shares of Taseko may
be entitled, at the option of the U.S. Holder, to either receive a deduction or
a tax credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayers income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign taxes paid by (or withheld from) the U.S.
Holder during that year. There are significant and complex limitations which
apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holders United States income
tax liability that the U.S. Holders foreign source income bears to his or its
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification process.
In addition, this limitation is calculated separately with respect to specific
classes of income such as "passive income, "high withholding tax interest,"
"financial services income," "shipping income," and certain other
classifications of income. Dividends distributed by Taseko will generally
constitute "passive income" or, in the case of certain U.S. Holders, "financial
services income" for these purposes. The availability of the foreign tax credit
and the application of the limitations on the credit are fact specific, and U.S.
Holders of common shares of Taseko should consult their own tax advisors
regarding their individual circumstances. - 90 - Disposition of Common Shares of Taseko In general, U.S. Holders will recognize gain or loss upon the
sale of common shares of Taseko equal to the difference, if any, between (i) the
amount of cash plus the fair market value of any property received, and (ii) the
shareholders tax basis in the common shares of Taseko. Preferential tax rates
apply to long-term capital gains of U.S. Holders which are individuals, estates
or trusts. In general, gain or loss on the sale of common shares of Taseko will
be long-term capital gain or loss if the common shares are a capital asset in
the hands of the U.S. Holder and are held for more than one year. Deductions for
net capital losses are subject to significant limitations. For U.S. Holders
which are not corporations, any unused portion of such net capital loss may be
carried over to be used in later tax years until such net capital loss is
thereby exhausted. For U.S. Holders that are corporations (other than
corporations subject to Subchapter S of the Code), an unused net capital loss
may be carried back three years and carried forward five years from the loss
year to be offset against capital gains until such net capital loss is thereby
exhausted. Other Considerations Set forth below are certain material exceptions to the
above-described general rules describing the United States federal income tax
consequences resulting from the holding and disposition of common shares: Foreign Investment Company If 50% or more of the combined voting power or total value of
Tasekos outstanding shares is held, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships or
corporations, or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701(a)(31)), and Taseko is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that Taseko may be treated
as a "foreign investment company" as defined in Section 1246 of the Code,
causing all or part of any gain realized by a U.S. Holder selling or exchanging
common shares to be treated as ordinary income rather than capital gain. Taseko
does not believe that it currently qualifies as a foreign investment company.
However, there can be no assurance that Taseko will not be considered a foreign
investment company for the current or any future taxable year. Passive Foreign Investment Company United States income tax law contains rules governing "passive
foreign investment companies" ("PFIC") which can have significant tax effects on
U.S. Holders of foreign corporations. These rules do not apply to non-U.S.
Holders. Section 1297 of the Code defines a PFIC as a corporation that is not
formed in the United States if, for any taxable year, either (i) 75% or more of
its gross income is "passive income," - 91 - which includes interest, dividends and certain rents and royalties
or (ii) the average percentage, by fair market value (or, if the corporation
is not publicly traded and either is a controlled foreign corporation or makes
an election, by adjusted tax basis), of its assets that produce or are held
for the production of "passive income" is 50% or more. In addition,
Taseko expects to qualify as a PFIC for the fiscal year ending September 30,
2005 and may also qualify as a PFIC in future fiscal years. Each U.S. Holder
of Taseko is urged to consult a tax advisor with respect to how the PFIC rules
affect such U.S. Holder’s tax situation. Each U.S. Holder who holds stock in a foreign corporation
during any year in which such corporation qualifies as a PFIC is subject to
United States federal income taxation under one of three alternative tax regimes
at the election of such U.S. Holder. The following is a discussion of such
alternative tax regimes applied to such U.S. Holders of Taseko. In addition,
special rules apply if a foreign corporation qualifies as both a PFIC and a
"controlled foreign corporation" (as defined below) and a U.S. Holder owns,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock entitled to vote of such foreign corporation (See more
detailed discussion at "Controlled Foreign Corporation" below). A U.S. Holder who elects to treat Taseko as a qualified
electing fund ("QEF") will be subject, under Section 1293 of the Code, to
current federal income tax for any taxable year to which the election applies in
which Taseko qualifies as a PFIC on his pro rata share of Tasekos (i) "net
capital gain" (the excess of net long-term capital gain over net short-term
capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary
earnings" (the excess of earnings and profits over net capital gain), which will
be taxed as ordinary income, in each case, for the shareholders taxable year in
which (or with which) Tasekos taxable year ends, regardless of whether such
amounts are actually distributed. A U.S. Holders tax basis in the common shares
will be increased by any such amount that is included in income but not
distributed. The procedure a U.S. Holder must comply with in making an
effective QEF election, and the consequences of such election, will depend on
whether the year of the election is the first year in the U.S. Holders holding
period in which Taseko is a PFIC. If the U.S. Holder makes a QEF election in
such first year, i.e., a "timely" QEF election, then the U.S. Holder may make
the QEF election by simply filing the appropriate documents at the time the U.S.
Holder files his tax return for such first year. If, however, Taseko qualified
as a PFIC in a prior year during the U.S. Holders holding period, then, in
order to avoid the Section 1291 rules discussed below, in addition to filing
documents, the U.S. Holder must elect to recognize under the rules of Section
1291 of the Code (discussed herein), (i) any gain that he would otherwise
recognize if the U.S. Holder sold his stock on the qualification date or (ii) if
Taseko is a controlled foreign corporation, the U.S. Holders pro rata share of
Tasekos post-1986 earnings and profits as of the qualification date. The
qualification date is the first day of Tasekos first tax year in which Taseko
qualified as a QEF with respect to such U.S. Holder. For purposes of this
discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an
untimely QEF election and either of the above-described gain-recognition
elections under Section 1291 is referred to herein as an "Electing U.S. Holder."
A U.S. Holder who holds common shares at any time during a year of Taseko in
which Taseko is a PFIC and who is not an Electing U.S. Holder (including a U.S.
Holder who makes an untimely QEF election and makes neither of the
above-described gain-recognition elections) is referred to herein as a
"Non-Electing U.S. Holder." An Electing U.S. Holder (i) generally treats any
gain realized on the disposition of his Taseko common shares as capital gain;
and (ii) may either avoid interest charges resulting from PFIC status
altogether, or make an annual election, subject to certain limitations, to defer
payment of current taxes on his share of Tasekos annual realized net capital
gain and ordinary earnings subject, however, to an interest charge. If the U.S.
Holder is not a corporation, any interest charge imposed under the PFIC regime
would be treated as "personal interest" that is not deductible. - 92 - In order for a U.S. Holder to make (or maintain) a valid QEF
election, Taseko must provide certain information regarding its net capital
gains and ordinary earnings and permit its books and records to be examined to
verify such information. Taseko intends to make the necessary information
available to U.S. Holders to permit them to make (and maintain) QEF elections
with respect to Taseko. Taseko urges each U.S. Holder to consult a tax advisor
regarding the availability of, and procedure for making, the QEF election. A QEF election, once made with respect to Taseko, applies to
the tax year for which it was made and to all subsequent tax years, unless the
election is invalidated or terminated, or the IRS consents to revocation of the
election. If a QEF election is made by a U.S. Holder and Taseko ceases to
qualify as a PFIC in a subsequent tax year, the QEF election will remain in
effect, although not applicable, during those tax years in which Taseko does not
qualify as a PFIC. Therefore, if Taseko again qualifies as a PFIC in a
subsequent tax year, the QEF election will be effective and the U.S. Holder will
be subject to the rules described above for Electing U.S. Holders in such tax
year and any subsequent tax years in which Taseko qualifies as a PFIC. In
addition, the QEF election remains in effect, although not applicable, with
respect to an Electing U.S. Holder even after such U.S. Holder disposes of all
of his or its direct and indirect interest in the shares of Taseko. Therefore,
if such U.S. Holder reacquires an interest in Taseko, that U.S. Holder will be
subject to the rules described above for Electing U.S. Holders for each tax year
in which Taseko qualifies as a PFIC. In the case of a Non-Electing U.S. Holder, special taxation
rules under Section 1291 of the Code will apply to (i) gains realized on the
disposition (or deemed to be realized by reasons of a pledge) of his Taseko
common shares and (ii) certain "excess distributions," as defined in Section
1291(b), by Taseko. A Non-Electing U.S. Holder generally would be required to pro
rate all gains realized on the disposition of his Taseko common shares and all
excess distributions on his Taseko common shares over the entire holding period
for the common shares. All gains or excess distributions allocated to prior
years of the U.S. Holder (excluding any portion of the holders period prior to
the first day of the first year of Taseko (i) which began after December 31,
1986, and (ii) for which Taseko was a PFIC) would be taxed at the highest tax
rate for each such prior year applicable to ordinary income. The Non-Electing
U.S. Holder also would be liable for interest on the foregoing tax liability for
each such prior year calculated as if such liability had been due with respect
to each such prior year. A Non-Electing U.S. Holder that is not a corporation
must treat this interest charge as "personal interest" which, as discussed
above, is wholly non-deductible. The balance, if any, of the gain or the excess
distribution will be treated as ordinary income in the year of the disposition
or distribution, and no interest charge will be incurred with respect to such
balance. In certain circumstances, the sum of the tax and the PFIC interest
charge may exceed the amount of the excess distribution received, or the amount
of proceeds of disposition realized, by the U.S. Holder. If Taseko is a PFIC for any taxable year during which a
Non-Electing U.S. Holder holds Taseko common shares, then Taseko will continue
to be treated as a PFIC with respect to such Taseko common shares, even if it is
no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this
deemed PFIC status by electing to recognize gain (which will be taxed under the
rules discussed above for Non-Electing U.S. Holders) as if such Taseko common
shares had been sold on the last day of the last taxable year for which it was a
PFIC. Effective for tax years of U.S. Holders beginning after
December 31, 1997, U.S. Holders who hold (actually or constructively) marketable
stock of a foreign corporation that qualifies as a PFIC may elect to mark such
stock to the market annually (a "mark-to-market election"). If such an election
is made, such U.S. Holder will generally not be subject to the special taxation
rules of Section 1291 discussed above. However, if the mark-to-market election
is made by a Non-Electing U.S. Holder after the beginning of the holding period
for the PFIC stock, then the Section 1291 rules will apply to certain
dispositions of, distributions on and other amounts taxable with respect to
Taseko common shares. A U.S. Holder who - 93 - makes the mark-to market election will include in income for
each taxable year for which the election is in effect an amount equal to the
excess, if any, of the fair market value of the common shares of Taseko as of
the close of such tax year over such U.S. Holders adjusted basis in such common
shares. In addition, the U.S. Holder is allowed a deduction for the lesser of
(i) the excess, if any, of such U.S. Holders adjusted tax basis in the common
shares over the fair market value of such shares as of the close of the tax
year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common
shares in Taseko included by such U.S. Holder for prior tax years, including any
amount which would have been treated as a mark-to-market gain for any prior tax
year but for the Section 1291 rules discussed above with respect to Non-Electing
U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as
deductions for prior tax years. A U.S. Holders adjusted tax basis in the common
shares of Taseko will be adjusted to reflect the amount included in or deducted
from income as a result of a mark-to-market election. A mark-to-market election
applies to the taxable year in which the election is made and to each subsequent
taxable year, unless Taseko common shares cease to be marketable, as
specifically defined, or the IRS consents to revocation of the election. Because
the IRS has not established procedures for making a mark-to-market election,
U.S. Holders should consult their tax advisor regarding the manner of making
such an election. No view is expressed regarding whether common shares of Taseko
are marketable for these purposes or whether the election will be available. Under Section 1291(f) of the Code, the IRS has issued Proposed
Treasury Regulations that, subject to certain exceptions, would treat as taxable
certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally
not otherwise taxed, such as gifts, exchanges pursuant to corporate
reorganizations, and transfers at death. Generally, in such cases the basis of
Taseko common shares in the hands of the transferee and the basis of any
property received in the exchange for those common shares would be increased by
the amount of gain recognized. Under the Proposed Treasury Regulations, an
Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such
as gifts, exchanges pursuant to corporate reorganizations, and transfers at
death. The transferees basis in this case will depend on the manner of the
transfer. In the case of a transfer by an Electing U.S. Holder upon death, for
example, the transferees basis is generally equal to the fair market value of
the Electing U.S. Holders common shares as of the date of death under Section
1014 of the Code. The specific tax effect to the U.S. Holder and the transferee
may vary based on the manner in which the common shares are transferred. Each
U.S. Holder of Taseko is urged to consult a tax advisor with respect to how the
PFIC rules affect his or its tax situation. Whether or not a U.S. Holder makes a timely QEF election with
respect to common shares of Taseko, certain adverse rules may apply in the event
that both Taseko and any foreign corporation in which Taseko directly or
indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain
Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or
its proportionate amount of any lower-tier PFIC shares, and generally would be
subject to the PFIC rules with respect to such indirectly-held PFIC shares
unless such U.S. Holder makes a timely QEF election with respect thereto. Taseko
intends to make the necessary information available to U.S. Holders to permit
them to make (and maintain) QEF elections with respect to each subsidiary of
Taseko that is a PFIC. Under the Proposed Treasury Regulations, a U.S. Holder who does
not make a timely QEF election with respect to a lower-tier PFIC generally would
be subject to tax (and the PFIC interest charge) on (i) any excess distribution
deemed to have been received with respect to his or its lower-tier PFIC shares
and (ii) any gain deemed to arise from a so-called "indirect disposition" of
such shares. For this purpose, an indirect disposition of lower-tier PFIC shares
would generally include (i) a disposition by Taseko (or an intermediate entity)
of lower-tier PFIC shares, and (ii) any other transaction resulting in a
dilution of the U.S. Holders proportionate ownership of the lower-tier PFIC,
including an issuance of additional common shares by Taseko (or an intermediate
entity or the lower tier PFIC). Accordingly, each prospective U.S. Holder should
be aware that he or it could be subject to tax even if such U.S. Holder receives
no distributions from Taseko and does not dispose of its common shares. - 94 - Taseko strongly urges each prospective U.S. Holder to
consult a tax advisor with respect to the adverse rules applicable, under the
Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC
shares. Certain special, generally adverse, rules will apply with
respect to Taseko common shares while Taseko is a PFIC unless the U.S. Holder
makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a
U.S. Holder who uses PFIC stock as security for a loan (including a margin loan)
will, except as may be provided in regulations, be treated as having made a
taxable disposition of such shares. Controlled Foreign Corporation If more than 50% of the total combined voting power of all
classes of shares entitled to vote or the total value of the shares of Taseko is
owned, actually or constructively, by citizens or residents of the United
States, United States domestic partnerships or corporation, or estates or trusts
other than foreign estates or trusts (as defined by the Code Section
7701(a)(31)), each of which own, actually or constructively, 10% or more of the
total combined voting power of all classes of shares entitled to vote of Taseko
("United States Shareholder"), Taseko could be treated as a controlled foreign
corporation ("CFC") under Subpart F of the Code. This classification would
effect many complex results, one of which is the inclusion of certain income of
a CFC which is subject to current U.S. tax. The United States generally taxes
United States Shareholders of a CFC currently on their pro rata shares of the
Subpart F income of the CFC. Such United States Shareholders are generally
treated as having received a current distribution out of the CFCs Subpart F
income and are also subject to current U.S. tax on their pro rata shares of
increases in the CFCs earnings invested in U.S. property. The foreign tax
credit described above may reduce the U.S. tax on these amounts. In addition,
under Section 1248 of the Code, gain from the sale or exchange of shares by a
U.S. Holder of common shares of Taseko which is or was a United States
Shareholder at any time during the five-year period ending on the date of the
sale or exchange is treated as ordinary income to the extent of earnings and
profits of Taseko attributable to the shares sold or exchanged. If a foreign
corporation is both a PFIC and a CFC, the foreign corporation generally will not
be treated as a PFIC with respect to United States Shareholders of the CFC. This
rule generally will be effective for taxable years of United States Shareholders
beginning after 1997 and for taxable years of foreign corporations ending with
or within such taxable years of United States Shareholders. Special rules apply
to United States Shareholders who are subject to the special taxation rules
under Section 1291 discussed above with respect to a PFIC. Because of the
complexity of Subpart F, a more detailed review of these rules is outside of the
scope of this discussion. Taseko does not believe that it currently qualifies as
a CFC. However, there can be no assurance that Taseko will not be considered a
CFC for the current or any future taxable year. F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display Exhibits attached to this Form 20-F are also available for
viewing at the offices of Taseko, Suite 1020 800 West Pender Street, Vancouver,
British Columbia V6C 2V6 or on request of Taseko at 604-684-6365, attention:
Shirley Main. Copies of Tasekos financial statements and other continuous
disclosure documents required under the British Columbia Securities Act
are available for viewing on the internet at - 95 - www.SEDAR.com. Tasekos only material subsidiary, Gibraltar
Mines Ltd., is also a British Columbia corporation and the foregoing discussion
of articles and memorandum is generally applicable. I. Subsidiary Information Not applicable. - 96 - ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK A. Transaction Risk and Currency Risk Management Tasekos operations do not employ financial instruments or
derivatives which are market sensitive. The Company has certain sales contracts
which are subject to transaction risk. B. Exchange Rate Sensitivity Tasekos revenues from the production and sale of copper and
molybdenum are denominated in US dollars; however the Company's operating
expenses are primarily incurred in Canadian dollars. Its liabilities are primarily denominated in Canadian
dollars. The results of the Companys operations are subject to currency
transaction risk and currency translation risk. The operating results and
financial position of the Company are reported in Canadian dollars in the
Companys consolidated financial statements. The fluctuation of the US dollar in
relation to the Canadian dollar will consequently have an impact upon the
profitability of the Company and may also affect the value of the Companys
assets and the amount of shareholders equity. The Companys functional currency is the Canadian dollar and
its expenses are predominantly incurred in Canadian dollars. The Company incurs
a relatively small portion of its expenses in U.S. dollars. The Companys revenues and treatment and transportation charges
are substantially denominated in US dollars, whereas all other expenses are
substantially denominated in Canadian dollars. Accordingly, a 10% increase in
the US dollar against the Canadian dollar would result in an increase in
earnings of approximately $7.4 million. The Company has not entered into any agreements or purchased
any instruments to hedge possible currency risks at this time. C. Interest Rate Risk and Equity Price Risk The Boliden Debenture, an obligation of the Company, is
non-interest bearing. The Company's royalty obligation amounting to approximately $68.8
million at September 30, 2005 and $66.1 million at December 31, 2005, is secured
by a promissory note held by the Company. The Company has routine vehicle loans and leases amounting to
approximately $180,000 which are subject to interest rate risk. D. Commodity Price Risk The value of Tasekos resource properties can be said to relate
to the price of gold and copper and the outlook for same. Taseko does not have
any hedging or other commodity based risks respecting its operations. Gold and copper prices historically have fluctuated widely and
are affected by numerous factors outside of the Company's control, including,
but not limited to, industrial and retail demand, central bank lending, - 97 - forward sales by producers and speculators, levels of worldwide
production, short-term changes in supply and demand because of speculative
hedging activities, and certain other factors related specifically to gold. The profitability of the Company's operations is highly
correlated to the market price of copper, molybdenum, and gold. If metal prices
decline for a prolonged period below the cost of production of the Company's
Gibraltar mine, it may not be economically feasible to continue production. - 98 - ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES A. Debt Securities Not applicable. (Taseko has a single outstanding debenture
issued to Boliden see Item 2) B. Warrants and Rights Not applicable. (No market exists for Tasekos warrants and
options. Taseko has issued no rights.) C. Other Securities Not applicable. D. American Depositary Shares Not applicable. - 99 - PART II - 100 - ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND
DELINQUENCIES Not applicable. - 101 - ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS Not applicable. - 102 - ITEM 15 CONTROLS AND PROCEDURES As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), Tasekos management carried out an evaluation of the
effectiveness of the design and operation of its disclosure controls and
procedures as of September 30, 2005, being the date of Tasekos most recently
completed fiscal year end. This evaluation was carried out under the supervision
and with the participation of Tasekos Chief Executive Officer, Russell E.
Hallbauer, and Chief Financial Officer, Jeffrey R. Mason. Based upon that
evaluation, Tasekos Chief Executive Officer and Chief Financial Officer
concluded that Tasekos disclosure controls and procedures are effective to
ensure that the information required to be disclosed by Taseko in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the rules and forms
of the Securities and Exchange Commission. Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
a registrants reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act is accumulated and communicated to management, including Tasekos
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure. During the most recently completed fiscal year ended September
30, 2005, there were no changes in Tasekos internal control over financial
reporting that have materially affected, or are reasonably likely to affect,
Tasekos internal control over financial reporting. The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that: Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of
the assets of the registrant; Provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the registrant are being made only in
accordance with authorizations of management and directors of the
registrant; and Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
registrant's assets that could have a material effect on the financial
statements. - 103 - ITEM 16 AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES AND
EXEMPTIONS A. Audit Committee Financial Expert Tasekos board of directors has determined that David M.S.
Elliott, who is a Canadian Chartered Accountant, is an audit committee
financial expert as defined by the rules of the SEC. The board of directors has
also determined that Mr. Elliott is "independent", as the term is defined by the
American Stock Exchange which is a national securities exchange. B. Code of Ethics The Company has adopted a code of ethics that applies to the
Companys chief executive officer, the chief financial officer, and other
members of senior management. The Code of Ethics was filed as an exhibit to the
Form 20-F registration statement filed by the Company on December 17, 2005 and
is available for viewing on the Companys website at www.tasekomines.com. C. Principal Accountant Fees and Services The following table discloses the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
Companys audit firm for various services Audit Fees consist of the aggregate fees billed for
professional services rendered by the principal accountant for the audit of the
Companys annual financial statements or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements. Audit-Related Fees consist of the aggregate fees billed
for assurance and related services by the principal accountant that are
reasonably related to the performance of the audit or review of the Companys
financial statements and are not reported under paragraph (a) of this Item. Tax Fees consist of the aggregate fees billed for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning. All Other Fees consist of the aggregate fees billed for
products and services provided by the principal accountant, other than the
services reported in paragraphs (a) through (c) of this Item. The Company has procedures for the review and pre-approval of
any services performed by KPMG LLP. The procedures require that all proposed
engagements of KPMG LLP for audit and non-audit services are submitted to the
audit committee for approval prior to the beginning of any such services. The
audit - 104 - committee routinely considers such requests at committee
meetings, and if acceptable to a majority of the audit committee members,
pre-approves such non-audit services by a resolution authorizing management to
engage the Companys auditors for such non-audit services, with set maximum
dollar amounts for each itemized service. During such deliberations, the audit
committee assesses, among other factors, whether the services requested would be
considered "prohibited services" as contemplated by the US Securities and
Exchange Commission, and whether the services requested and the fees related to
such services could impair the independence of the auditors. D. Exemptions from Listing Standards for Audit
Committees Not applicable. E. Purchases Of Equity Securities by the Issuer and
Affiliated Purchasers None. - 105 - PART III - 106 - ITEM 17 FINANCIAL STATEMENTS The following attached financial statements are incorporated
herein: Report of the Independent Registered Public Accounting
Firm on the consolidated balance sheets as at September 30, 2005 and 2004,
and the consolidated statements of operations, deficit and cash flows
for each of the years in the three year period ended September 30, 2005; Consolidated balance sheets as at September 30, 2005
and 2004; Consolidated statements of operations for each of the
years in the three year period ended September 30, 2005; Consolidated statements of deficit for each of the years
in the three year period ended September 30, 2005; Consolidated statements of cash flows for the periods
referred to in (3) above; - 107 - ITEM 18 FINANCIAL STATEMENTS The Company has elected to provide financial statements
pursuant to Item 17. - 108 - ITEM 19 EXHIBITS The following exhibits are included in this Annual Report on
Form 20-F: Convertible Debenture
July 21, 1999 in the principal amount of CDN $17,000,000 issued by Gibraltar
to Boliden Westmin (Canada) Limited pursuant to the acquisition of the
Gibraltar Mine (see Item 4 "The Gibraltar Mine") filed with 20-F in March
30, 2000. (1) Geological Management
and Administration Services Agreement dated for reference December 31,
1996 filed with Form 20-F for fiscal year 1999 on March 30, 2000 (See
Item 7 "Related Party Transactions"). (1) 2006
Share Option Plan dated for reference March 22, 2006 (See Item 6 "Share
Incentive Plan"). Arrangement Agreement
dated February 22, 2001 among Taseko, Misty Mountain Gold Limited and
Gibraltar Mines Ltd., whereby Taseko caused Gibraltar to acquire the 3
million ounce Harmony Gold Project in consideration of the issuance of
Preferred Shares of Gibraltar which are convertible into shares of Taseko
in the event of a liquidation event in connection with the Harmony Gold
Project (see Item 4) (filed with Tasekos Annual Report on Form 20-F
for the year ended September 30, 2000 filed on March 31, 2001). (1) Memorandum of Agreement
dated for reference December 1, 2000 pursuant to which Procorp Services
Limited Partnership ("Procorp") and Taseko have agreed that Procorp will
seek to finance engineering of a processing plant using the CESL technology
and other services in consideration of $900,000 US cash (initial payment
made), $900,000 cash on successful start up of the Gibraltar mine plus
3.4 million Taseko Warrants, subject to regulatory acceptance (filed with
Tasekos Annual Report on Form 20-F for the year ended September
30, 2000 filed on March 31, 2001). (1) Joint Venture Agreement with
the GRT Limited Partnership, Put/Call Agreement among the partners of
GRT Limited Partnership and Taseko dated December 30, 2003. (2) Guarantee Agreement between Taseko
and Province of British Columbia dated December 30, 2003. (2) - 109 - Guarantee Bonus Agreement dated December 30, 2003 whereby
Taseko will issue 225,000 shares to certain insiders in consideration
of them back-stopping Tasekos Guarantee Agreement with the Province
of British Columbia as described in Item 7. (2) Farm-In Agreement with Northern Dynasty Minerals Ltd and
Rockwell Ventures Inc whereby these related party companies expended $850,000
exploring Gibraltars mineral properties and subsequently sold the
earned interests in the properties to Taseko for 304,660 Taseko shares
valued at $2.79 each, as described in Item 7. (2) Royalty Agreement dated September 29, 2004 between Gibraltar
Mines Ltd., Wilshire Financial Services Inc. (4) Call Option Agreement dated September 29, 2004. among:
688888 B.C. Ltd., Red Mile Resources Inc., in its capacity as general
partner on behalf of all of the partners of Red Mile Resources Fund Limited
Partnership, and Wilshire (GP) No. 2 Corporation, in its capacity as general
partner on behalf of all of the partners of Red Mile Resources No. 2 Limited
Partnership. (4) Funding Agreement dated September 29, 2004 between Gibraltar
Mines Ltd. and Wilshire Financial Services Inc. (4) Funding Pledge Agreement dated September 29, 2004 between
Wilshire Financial Services Inc., Gibraltar Mines Ltd. and Alberta Capital
Trust Corporation. (4) Indemnification Agreement dated September 29, 2004 between
Gibraltar Mines Ltd. and Wilshire Financial Services Inc. (4) Pledge, Priorities and Direction Agreement dated September
29, 2004 among Red Mile Resources Inc., in its capacity as general partner
on behalf of all of the partners of Red Mile Resources Fund Limited Partnership,
and Wilshire (GP) No. 2 Corporation, in its capacity as general partner
on behalf of all of the partners of Red Mile Resources No. 2 Limited Partnership,
Gibraltar Mines Ltd., 688888 B.C. Ltd., Wilshire Financial Services Inc,
Alberta Capital Trust Corporation, Wilshire (GP) No. 2 Corporation, Red
Mile Resources Inc., and all of the Limited Partners of Red Mile Resources
Fund Limited Partnership. (4) General Partner Share Purchase Agreement between Red Mile
Resources Inc. as general partner on behalf of Red Mile Resources Fund
Limited Partnership, Wilshire (GP) No. 2 Corporation as general partner
on behalf of Red Mile Resources No. 2 Limited Partnership, Gibraltar Mines
Ltd., 688888 BC Ltd. as Optionee dated September 29, 2004. (4) Fee Agreement dated September 29, 2004 between Red Mile
Resources Fund Limited Partnership and Taseko Mines Limited. (4) Shortfall Agreement between Red Mile Resources Inc. as
general partner on behalf of Red Mile Resources Fund Limited Partnership,
Wilshire (GP) No. 2 Corporation as general partner on behalf of Red Mile
Resources No. 2 Limited Partnership, Wilshire Financial Services Inc.,
Gibraltar Mines Ltd. (4) - 110 - Operating Agreement
dated September 28, 2004 between Ledcor Mining Ltd. and Gibraltar Mines
Ltd. (3) Code of Ethics
(1) Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 Filed as an exhibit to the Form 20-F Annual Report filed
by Taseko in previous years. Filed as an exhibit with Taseko’s Annual Report
on Form 20-F for the year ended September 30, 2003 filed on May 3, 2004. - 111 - SIGNATURES The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf. TASEKO MINES LIMITED /s/ Jeffrey R. Mason Jeffrey R. Mason, CA Date: April 17, 2006 Draft Articles Incorporation number: BC0069082 TASEKO MINES LIMITED ARTICLES Authorized by Annual and Special Meeting minutes held on
March 22, 2006. - 2 - ARTICLE 1 INTERPRETATION Definitions 1.1 In these Articles, unless the context otherwise requires:
(a) board of directors,
directors and board mean the directors or sole director of the
Company for the time being; (b) Act means the Business
Corporations Act (British Columbia) from time to time in force and all
amendments thereto and includes all regulations and amendments thereto made
pursuant to that Act; (c) legal personal
representative means the personal or other legal representative of the
shareholder; (d) registered address of a
shareholder means the shareholders address as recorded in the central
securities register; (e) seal means the seal of the
Company, if any; (f) share means a share in the
capital of the Company; and (g) special majority means the
majority of votes described in §11.2 which is required to pass a special
resolution. Act and Interpretation Act Definitions
Applicable 1.2 The definitions in the Act and the definitions and rules of
construction in the Interpretation Act, with the necessary changes, so
far as applicable, and except as the context requires otherwise, apply to these
Articles as if they were an enactment. If there is a conflict between a
definition in the Act and a definition or rule in the Interpretation Act
relating to a term used in these Articles, the definition in the Act will
prevail. If there is a conflict between these Articles and the Act, the Act will
prevail. ARTICLE 2 SHARES AND SHARE CERTIFICATES Authorized Share Structure 2.1 The authorized share structure of the Company consists of
shares of the class or classes and series, if any, described in the Notice of
Articles of the Company. - 3 - Form of Share Certificate 2.2 Each share certificate issued by the Company must comply
with, and be signed as required by, the Act. Shareholder Entitled to Certificate or Acknowledgment
2.3 Each shareholder is entitled on request, without charge, to
(a) one share certificate representing the shares of each class or series of
shares registered in the shareholders name or (b) a non-transferable written
acknowledgment of the shareholders right to obtain such a share certificate,
provided that in respect of a share held jointly by several persons, the Company
is not bound to issue more than one share certificate or acknowledgment and
delivery of a share certificate or acknowledgment for a share to one of several
joint shareholders or to one of the shareholders duly authorized agents will be
sufficient delivery to all. Delivery by Mail 2.4 Any share certificate or non-transferable written
acknowledgment of a shareholders right to obtain a share certificate may be
sent to the shareholder by mail at the shareholders registered address and
neither the Company nor any director, officer or agent of the Company is liable
for any loss to the shareholder because the share certificate or acknowledgement
is lost in the mail or stolen. Replacement of Worn Out or Defaced Certificate or
Acknowledgement 2.5 If a share certificate or a non-transferable written
acknowledgment of the shareholders right to obtain a share certificate is worn
out or defaced, the Company must, on production of the share certificate or
acknowledgment, as the case may be, and on such other terms, if any, as are
deemed fit: (a) cancel the share certificate or
acknowledgment; and (b) issue a replacement share
certificate or acknowledgment. Replacement of Lost, Stolen or Destroyed Certificate or
Acknowledgment 2.6 If a share certificate or a non-transferable written
acknowledgment of a shareholders right to obtain a share certificate is lost,
stolen or destroyed, the Company must issue a replacement share certificate or
acknowledgment, as the case may be, to the person entitled to that share
certificate or acknowledgment, if it receives: (a) proof satisfactory to it of the
loss, theft or destruction; and (b) any indemnity the directors
consider adequate. - 4 -
Splitting Share Certificates
2.7 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholders name two or more share certificates, each representing a specified number of shares and in the aggregate
representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.
Certificate Fee
2.8 There must be paid to the Company, in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors.
Recognition of Trusts
2.9 Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an
absolute right to the entirety thereof in the shareholder. ARTICLE 3 ISSUE OF SHARES
Directors Authorized
3.1 Subject to the Act and the rights of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including
directors, in the manner, on the terms and conditions and for the consideration (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or
greater than the par value of the share.
Commissions and Discounts
3.2 The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that persons purchase or agreement to purchase shares of the Company from the Company or any other persons
procurement or agreement to procure purchasers for shares of the Company.
Brokerage
3.3 The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities. - 5 - Share Purchase Warrants and Rights 3.4 Subject to the Act, the Company may issue share purchase
warrants, options and rights upon such terms and conditions as the directors
determine, which share purchase warrants, options and rights may be issued alone
or in conjunction with debentures, debenture stock, bonds, shares or any other
securities issued or created by the Company from time to time. ARTICLE 4 SHARE REGISTERS Central Securities Register 4.1 As required by and subject to the Act, the Company must
maintain in British Columbia a central securities register and may appoint an
agent to maintain such register. The directors may appoint one or more agents,
including the agent appointed to keep the central securities register, as
transfer agent for shares or any class or series of shares and the same or
another agent as registrar for shares or such class or series of shares, as the
case may be. The directors may terminate such appointment of any agent at any
time and may appoint another agent in its place. ARTICLE 5 SHARE TRANSFERS Registering Transfers 5.1 A transfer of a share must not be registered unless: (a) except as exempted by the Act, a
duly signed proper instrument of transfer in respect of the share has been
received by the Company; (b) if a share certificate has been
issued by the Company in respect of the share to be transferred, that share
certificate has been surrendered to the Company; and (c) if a non-transferable written
acknowledgment of the shareholders right to obtain a share certificate has been
issued by the Company in respect of the share to be transferred, that
acknowledgment has been surrendered to the Company. Form of Instrument of Transfer 5.2 The instrument of transfer in respect of any share must be
either in the form, if any, on the back of the Companys share certificates of
that class or series or in some other form that may be approved by the
directors. - 6 - Transferor Remains Shareholder 5.3 Except to the extent that the Act otherwise provides, the
transferor of a share is deemed to remain the holder of it until the name of the
transferee is entered in a securities register of the Company in respect of the
transfer. Signing of Instrument of Transfer 5.4 If a shareholder, or his or her duly authorized attorney,
signs an instrument of transfer in respect of shares registered in the name of
the shareholder, the signed instrument of transfer constitutes a complete and
sufficient authority to the Company and its directors, officers and agents to
register the number of shares specified in the instrument of transfer or
specified in any other manner, or, if no number is specified, all the shares
represented by the share certificates or set out in the written acknowledgments
deposited with the instrument of transfer: (a) in the name of the person named as
transferee in that instrument of transfer; or (b) if no person is named as transferee
in that instrument of transfer, in the name of the person on whose behalf the
instrument is deposited for the purpose of having the transfer registered. Enquiry as to Title Not Required 5.5 Neither the Company nor any director, officer or agent of
the Company is bound to inquire into the title of the person named in the
instrument of transfer as transferee or, if no person is named as transferee in
the instrument of transfer, of the person on whose behalf the instrument is
deposited for the purpose of having the transfer registered or is liable for any
claim related to registering the transfer by the shareholder or by any
intermediate owner or holder of the shares transferred, of any interest in such
shares, of any share certificate representing such shares or of any written
acknowledgment of a right to obtain a share certificate for such shares. Transfer Fee 5.6 There must be paid to the Company, in relation to the
registration of a transfer, the amount, if any, determined by the directors.
ARTICLE 6 TRANSMISSION OF SHARES Legal Personal Representative Recognized on Death 6.1 In case of the death of a shareholder, the legal personal
representative, or if the shareholder was a joint holder, the surviving joint
holder, will be the only person recognized by the Company as having any title to
the shareholders interest in the shares. Before recognizing a person as a legal
personal representative, the Company shall receive the documentation required by
the Act. - 7 - Rights of Legal Personal Representative 6.2 The legal personal representative of a shareholder has the
same rights, privileges and obligations that attach to the shares held by the
shareholder, including the right to transfer the shares in accordance with these
Articles, provided the documents required by the Act and the directors have been
deposited with the Company. ARTICLE 7 PURCHASE OF SHARES Company Authorized to Purchase Shares 7.1 Subject to §7.2, to the special rights and restrictions
attached to the shares of any class or series and to the Act, the Company may,
if authorized by the directors, purchase or otherwise acquire any of its shares
at the price and upon the terms specified in such resolution. Purchase When Insolvent 7.2 The Company must not make a payment or provide any other
consideration to purchase or otherwise acquire any of its shares if there are
reasonable grounds for believing that: (a) the Company is insolvent; or (b) making the payment or providing the
consideration would render the Company insolvent. Sale and Voting of Purchased Shares 7.3 If the Company retains a share redeemed, purchased or
otherwise acquired by it, the Company may sell, gift or otherwise dispose of the
share, but, while such share is held by the Company, it: (a) is not entitled to vote the share
at a meeting of its shareholders; (b) must not pay a dividend in respect
of the share; and (c) must not make any other
distribution in respect of the share. Company Entitled to Purchase or Redeem Share Fractions
7.4 The Company may, without prior notice to the holders,
purchase or redeem for fair value any and all outstanding share fractions of any
class or kind of shares in its authorized share structure as may exist at any
time and from time to time. Upon the Company delivering the purchase funds and
confirmation of purchase or redemption of the share fractions to the holders
registered or last known address, or if the Company has a transfer agent then to
such agent for the benefit of and forwarding to such holders, the Company shall
thereupon amend its central securities register to reflect the purchase or
redemption of such share fractions and if the - 8 - company has a transfer agent, shall direct the transfer agent
to amend the central securities register accordingly. Any holder of a share
fraction, who upon receipt of the funds and confirmation of purchase or
redemption of same, disputes the fair value paid for the fraction, shall have
the right to apply to the court to request that it set the price and terms of
payment and make consequential orders and give directions the court considers
appropriate, as if the Company were the acquiring person as contemplated by
Division 6, Compulsory Acquisitions, under the Act and the holder were an
offeree subject to the provisions contained in such Division, mutatis
mutandis. ARTICLE 8 BORROWING POWERS 8.1 The Company, if authorized by the directors, may: (a) borrow money in the manner and
amount, on the security, from the sources and on the terms and conditions that
they consider appropriate; (b) issue bonds, debentures and other
debt obligations either outright or as security for any liability or obligation
of the Company or any other person and at such discounts or premiums and on such
other terms as the directors consider appropriate; (c) guarantee the repayment of money by
any other person or the performance of any obligation of any other person; and
(d) mortgage, charge, whether by way of
specific or floating charge, grant a security interest in, or give other
security on, the whole or any part of the present and future assets and
undertaking of the Company. ARTICLE 9 ALTERATIONS Alteration of Authorized Share Structure 9.1 Subject to §9.2 and the Act, the Company may by ordinary
resolution (or a resolution of the directors in the case of §9.1(c) or §9.1(f)):
(a) create one or more classes or
series of shares or, if none of the shares of a class or series of shares are
allotted or issued, eliminate that class or series of shares; (b) increase, reduce or eliminate the
maximum number of shares that the Company is authorized to issue out of any
class or series of shares or establish a maximum number of shares that the
Company is authorized to issue out of any class or series of shares for which no
maximum is established; - 9 - (c) subdivide or consolidate all or any
of its unissued, or fully paid issued, shares; (d) if the Company is authorized
to issue shares of a class of shares with par value: (i) decrease the par value of those
shares; or (ii) if none of the shares of that
class of shares are allotted or issued, increase the par value of those shares;
(e) change all or any of its unissued,
or fully paid issued, shares with par value into shares without par value or any
of its unissued shares without par value into shares with par value; (f) alter the identifying name of any
of its shares; or (g) otherwise alter its shares or
authorized share structure when required or permitted to do so by the Act where
it does not specify a special resolution. Special Rights and Restrictions 9.2 Subject to the Act and in particular those provisions
relating to the rights of holders of outstanding shares to vote if their rights
are prejudiced or interfered with, the Company may by ordinary
resolution: (a) create special rights or
restrictions for, and attach those special rights or restrictions to, the shares
of any class or series of shares, whether or not any or all of those shares have
been issued; or (b) vary or delete any special rights
or restrictions attached to the shares of any class or series of shares, whether
or not any or all of those shares have been issued, and alter its Notice of
Articles accordingly. 9.3 To the extent permitted by and subject to the Act, if the
special rights and restrictions attached to a class or series of shares permit
the directors to do so, the directors may: (a) attach special rights or
restrictions to the shares of any series of shares; or (b) alter any special rights or
restrictions attached to the shares of any class or series of shares. Change of Name 9.4 The Company may by resolution of the directors authorize an
alteration of its Notice of Articles in order to change its name or adopt or
change any translation of that name. Other Alterations 9.5 If the Act does not specify the type of resolution and
these Articles do not specify another type of resolution, the Company may by
ordinary resolution alter these Articles. - 10 - ARTICLE 10 MEETINGS OF SHAREHOLDERS Annual General Meetings 10.1 Unless an annual general meeting is deferred or waived in
accordance with the Act, the Company must hold an annual general meeting at
least once in each calendar year and not more than 15 months after its last
annual reference date. Resolution Instead of Annual General Meeting 10.2 If all the shareholders who are entitled to vote at an
annual general meeting consent in writing by a unanimous resolution under the
Act to all of the business that is required to be transacted at that annual
general meeting, the annual general meeting is deemed to have been held on the
date of the unanimous resolution. The shareholders must, in any unanimous
resolution passed under this §10.2, select as the Companys annual reference
date a date that would be appropriate for the holding of the applicable annual
general meeting. Calling of Meetings of Shareholders 10.3 The directors may, whenever they think fit, call a meeting
of shareholders. Notice for Meetings of Shareholders 10.4 The Company must send notice of the date, time and
location of any meeting of shareholders, in the manner provided in these
Articles, or in such other manner, if any, as may be prescribed by ordinary
resolution (whether previous notice of the resolution has been given or not), to
each shareholder entitled to attend the meeting, to each director and to the
auditor of the Company, unless these Articles otherwise provide, at least the
following number of days before the meeting: (a) if the Company is a public company,
21 days; (b) otherwise, 10 days. Record Date for Notice 10.5 The directors may set a date as the record date for the
purpose of determining shareholders entitled to notice of any meeting of
shareholders. The record date must not precede the date on which the meeting is
to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the Act, by more than four months. The
record date must not precede the date on which the meeting is held by fewer
than: (a) if the Company is a public company,
21 days; (b) otherwise, 10 days. - 11 - If no record date is set, the record date is 5 p.m. on the day
immediately preceding the first date on which the notice is sent or, if no
notice is sent, the beginning of the meeting. Record Date for Voting 10.6 The directors may set a date as the record date for the
purpose of determining shareholders entitled to vote at any meeting of
shareholders. The record date must not precede the date on which the meeting is
to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the Act, by more than four months. If no
record date is set, the record date is 5 p.m. on the day immediately preceding
the first date on which the notice is sent or, if no notice is sent, the
beginning of the meeting. Failure to Give Notice and Waiver of Notice 10.7 The accidental omission to send notice of any meeting to,
or the non-receipt of any notice by, any of the persons entitled to notice does
not invalidate any proceedings at that meeting. Any person entitled to notice of
a meeting of shareholders may, in writing or otherwise, waive or reduce the
period of notice of such meeting. Notice of Special Business at Meetings of Shareholders
10.8 If a meeting of shareholders is to consider special
business within the meaning of §11.1, the notice of meeting must: (a) state the general nature of the
special business; and (b) if the special business includes
considering, approving, ratifying, adopting or authorizing any document or the
signing of or giving of effect to any document, have attached to it a copy of
the document or state that a copy of the document will be available for
inspection by shareholders: (i) at the Companys records office,
or at such other reasonably accessible location in British Columbia as is
specified in the notice; and (ii) during statutory business hours
on any one or more specified days before the day set for the holding of the
meeting. Place of Meetings 10.9 In addition to any location in British Columbia, any
general meeting may be held in any location outside British Columbia approved by
a resolution of the directors. - 12 - ARTICLE 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS Special Business 11.1 At a meeting of shareholders, the following business is
special business: (a) at a meeting of shareholders that
is not an annual general meeting, all business is special business except
business relating to the conduct of or voting at the meeting; (b) at an annual general meeting, all
business is special business except for the following: (i) business relating to the conduct
of or voting at the meeting; (ii) consideration of any financial
statements of the Company presented to the meeting; (iii) consideration of any reports of
the directors or auditor; (iv) the setting or changing of the
number of directors; (v) the election or appointment of
directors; (vi) the appointment of an auditor;
(vii) the setting of the remuneration
of an auditor; (viii) business arising out of a
report of the directors not requiring the passing of a special resolution or an
exceptional resolution; (ix) any other business which, under
these Articles or the Act, may be transacted at a meeting of shareholders
without prior notice of the business being given to the shareholders. Special Majority 11.2 The majority of votes required to pass a special
resolution at a meeting of shareholders is two-thirds of the votes cast on the
resolution. Quorum 11.3 Subject to the special rights and restrictions attached to
the shares of any class or series of shares, the quorum for the transaction of
business at a meeting of shareholders is not less than two persons who are, or
who represent by proxy, shareholders who, in the aggregate, hold at least
thirty-three and one-third percent of the issued shares entitled to be voted at
the meeting. - 13 - One Shareholder May Constitute Quorum 11.4 If there is only one shareholder entitled to vote at a
meeting of shareholders: (a) the quorum is one person who is, or
who represents by proxy, that shareholder, and (b) that shareholder, present in person
or by proxy, may constitute the meeting. Other Persons May Attend 11.5 The directors, the president (if any), the secretary (if
any), the assistant secretary (if any), any lawyer for the Company, the auditor
of the Company and every other person invited by the directors are entitled to
attend any meeting of shareholders, but if any of those persons does attend a
meeting of shareholders, that person is not to be counted in the quorum and is
not entitled to vote at the meeting unless that person is a shareholder or proxy
holder entitled to vote at the meeting. Requirement of Quorum 11.6 No business, other than the election of a chair of the
meeting and the adjournment of the meeting, may be transacted at any meeting of
shareholders unless a quorum of shareholders entitled to vote is present at the
commencement of the meeting, but such quorum need not be present throughout the
meeting. Lack of Quorum 11.7 If, within one-half hour from the time set for the holding
of a meeting of shareholders, a quorum is not present: (a) in the case of a general meeting
requisitioned by shareholders, the meeting is dissolved, and (b) in the case of any other meeting of
shareholders, the meeting stands adjourned to the same day in the next week at
the same time and place. Lack of Quorum at Succeeding Meeting 11.8 If, at the meeting to which the meeting referred to in
§11.7(b) was adjourned, a quorum is not present within one-half hour from the
time set for the holding of the meeting, the person or persons present and
being, or representing by proxy, two or more shareholders entitled to attend and
vote at the meeting shall be deemed to constitute a quorum. Chair 11.9 The following individual is entitled to preside as chair
at a meeting of shareholders: (a) the chair of the board, if any; or
- 14 - (b) if the chair of the board is absent
or unwilling to act as chair of the meeting, the president, if any. Selection of Alternate Chair 11.10 If, at any meeting of shareholders, there is no chair of
the board or president present within 15 minutes after the time set for holding
the meeting, or if the chair of the board and the president are unwilling to act
as chair of the meeting, or if the chair of the board and the president have
advised the secretary, if any, or any director present at the meeting, that they
will not be present at the meeting, the directors present may choose either one
of their number or the solicitor of the Company to be chair of the meeting. If
all of the directors present decline to take the chair or fail to so choose or
if no director is present or the solicitor of the Company declines to take the
chair, the shareholders entitled to vote at the meeting who are present in
person or by proxy may choose any person present at the meeting to chair the
meeting. Adjournments 11.11 The chair of a meeting of shareholders may, and if so
directed by the meeting must, adjourn the meeting from time to time and from
place to place, but no business may be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which the adjournment took
place. Notice of Adjourned Meeting 11.12 It is not necessary to give any notice of an adjourned
meeting or of the business to be transacted at an adjourned meeting of
shareholders except that, when a meeting is adjourned for 30 days or more,
notice of the adjourned meeting must be given as in the case of the original
meeting. Decisions by Show of Hands or Poll 11.13 Subject to the Act, every motion put to a vote at a
meeting of shareholders will be decided on a show of hands unless a poll, before
or on the declaration of the result of the vote by show of hands, is directed by
the chair or demanded by at least one shareholder entitled to vote who is
present in person or by proxy. Declaration of Result 11.14 The chair of a meeting of shareholders must declare to
the meeting the decision on every question in accordance with the result of the
show of hands or the poll, as the case may be, and that decision must be entered
in the minutes of the meeting. A declaration of the chair that a resolution is
carried by the necessary majority or is defeated is, unless a poll is directed
by the chair or demanded under §11.13, conclusive evidence without proof of the
number or proportion of the votes recorded in favour of or against the
resolution. - 15 - Motion Need Not be Seconded 11.15 No motion proposed at a meeting of shareholders need be
seconded unless the chair of the meeting rules otherwise, and the chair of any
meeting of shareholders is entitled to propose or second a motion. Casting Vote 11.16 In case of an equality of votes, the chair of a meeting
of shareholders does not, either on a show of hands or on a poll, have a second
or casting vote in addition to the vote or votes to which the chair may be
entitled as a shareholder. Manner of Taking Poll 11.17 Subject to §11.18, if a poll is duly demanded at a
meeting of shareholders: (a) the poll must be taken: (i) at the meeting, or within seven
days after the date of the meeting, as the chair of the meeting directs; and
(ii) in the manner, at the time and at
the place that the chair of the meeting directs; (b) the result of the poll is deemed to
be the decision of the meeting at which the poll is demanded; and (c) the demand for the poll may be
withdrawn by the person who demanded it. Demand for Poll on Adjournment 11.18 A poll demanded at a meeting of shareholders on a
question of adjournment must be taken immediately at the meeting. Chair Must Resolve Dispute 11.19 In the case of any dispute as to the admission or
rejection of a vote given on a poll, the chair of the meeting must determine the
dispute, and his or her determination made in good faith is final and
conclusive. Casting of Votes 11.20 On a poll, a shareholder entitled to more than one vote
need not cast all the votes in the same way. Demand for Poll 11.21 No poll may be demanded in respect of the vote by which a
chair of a meeting of shareholders is elected. - 16 - Demand for Poll Not to Prevent Continuance of Meeting
11.22 The demand for a poll at a meeting of shareholders does
not, unless the chair of the meeting so rules, prevent the continuation of a
meeting for the transaction of any business other than the question on which a
poll has been demanded. Retention of Ballots and Proxies 11.23 The Company must, for at least three months after a
meeting of shareholders, keep each ballot cast on a poll and each proxy voted at
the meeting, and, during that period, make them available for inspection during
normal business hours by any shareholder or proxyholder entitled to vote at the
meeting. At the end of such three month period, the Company may destroy such
ballots and proxies. ARTICLE 12 VOTES OF SHAREHOLDERS Number of Votes by Shareholder or by Shares 12.1 Subject to any special rights or restrictions attached to
any shares and to the restrictions imposed on joint shareholders under §12.3:
(a) on a vote by show of hands, every
person present who is a shareholder or proxy holder and entitled to vote on the
matter has one vote; and (b) on a poll, every shareholder
entitled to vote on the matter has one vote in respect of each share entitled to
be voted on the matter and held by that shareholder and may exercise that vote
either in person or by proxy. Votes of Persons in Representative Capacity 12.2 A person who is not a shareholder may vote at a meeting of
shareholders, whether on a show of hands or on a poll, and may appoint a proxy
holder to act at the meeting, if, before doing so, the person satisfies the
chair of the meeting, or the directors, that the person is a legal personal
representative or a trustee in bankruptcy for a shareholder who is entitled to
vote at the meeting. Votes by Joint Holders 12.3 If there are joint shareholders registered in respect of
any share: (a) any one of the joint shareholders
may vote at any meeting, either personally or by proxy, in respect of the share
as if that joint shareholder were solely entitled to it; or (b) if more than one of the joint
shareholders is present at any meeting, personally or by proxy, and more than
one of them votes in respect of that share, then only the vote of - 17 - the joint shareholder present whose name stands first on the
central securities register in respect of the share will be counted. Legal Personal Representatives as Joint Shareholders
12.4 Two or more legal personal representatives of a
shareholder in whose sole name any share is registered are, for the purposes of
§12.3, deemed to be joint shareholders. Representative of a Corporate Shareholder 12.5 If a corporation, that is not a subsidiary of the Company,
is a shareholder, that corporation may appoint a person to act as its
representative at any meeting of shareholders of the Company, and: (a) for that purpose, the instrument
appointing a representative must: (i) be received at the registered
office of the Company or at any other place specified, in the notice calling the
meeting, for the receipt of proxies, at least the number of business days
specified in the notice for the receipt of proxies, or if no number of days is
specified, two business days before the day set for the holding of the meeting;
or (ii) be provided, at the meeting, to
the chair of the meeting or to a person designated by the chair of the meeting;
(b) if a representative is appointed
under this §12.5: (i) the representative is entitled to
exercise in respect of and at that meeting the same rights on behalf of the
corporation that the representative represents as that corporation could
exercise if it were a shareholder who is an individual, including, without
limitation, the right to appoint a proxy holder; and (ii) the representative, if present at
the meeting, is to be counted for the purpose of forming a quorum and is deemed
to be a shareholder present in person at the meeting. Evidence of the appointment of any such representative may be
sent to the Company by written instrument, fax or any other method of
transmitting legibly recorded messages. Proxy Provisions Do Not Apply to All Companies 12.6 If and for so long as the Company is a public company or a
pre-existing reporting company which has the Statutory Reporting Company
Provisions as part of its Articles or to which the Statutory Reporting Company
Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors
of the Company are authorized to apply all or part of such sections or to adopt
alternative procedures for proxy form, deposit and revocation procedures to the
extent that the directors deem necessary in order to comply with securities laws
applicable to the Company. - 18 - Appointment of Proxy Holders 12.7 Every shareholder of the Company entitled to vote at a
meeting of shareholders of the Company may, by proxy, appoint one or more (but
not more than two) proxy holders to attend and act at the meeting in the manner,
to the extent and with the powers conferred by the proxy. Alternate Proxy Holders 12.8 A shareholder may appoint one or more alternate proxy
holders to act in the place of an absent proxy holder. When Proxy Holder Need Not Be Shareholder 12.9 A person must not be appointed as a proxy holder unless
the person is a shareholder, although a person who is not a shareholder may be
appointed as a proxy holder if: (a) the person appointing the proxy
holder is a corporation or a representative of a corporation appointed under
§12.5; (b) the Company has at the time of the
meeting for which the proxy holder is to be appointed only one shareholder
entitled to vote at the meeting; or (c) the shareholders present in person
or by proxy at and entitled to vote at the meeting for which the proxy holder is
to be appointed, by a resolution on which the proxy holder is not entitled to
vote but in respect of which the proxy holder is to be counted in the quorum,
permit the proxy holder to attend and vote at the meeting. Deposit of Proxy 12.10 A proxy for a meeting of shareholders must: (a) be received at the registered
office of the Company or at any other place specified, in the notice calling the
meeting, for the receipt of proxies, at least the number of business days
specified in the notice, or if no number of days is specified, two business days
before the day set for the holding of the meeting; or (b) unless the notice provides
otherwise, be provided, at the meeting, to the chair of the meeting or to a
person designated by the chair of the meeting. A proxy may be sent to the Company by written instrument, fax
or any other method of transmitting legibly recorded messages, including through
Internet voting or by email if permitted by the notice calling the meeting or
the information circular for the meeting. Validity of Proxy Vote 12.11 A vote given in accordance with the terms of a proxy is
valid notwithstanding the death or incapacity of the shareholder giving the
proxy and despite the revocation of the proxy or - 19 - the revocation of the authority under which the proxy is given,
unless notice in writing of that death, incapacity or revocation is received:
(a) at the registered office of the
Company, at any time up to and including the last business day before the day
set for the holding of the meeting at which the proxy is to be used; or (b) by the chair of the meeting, before
the vote is taken. Form of Proxy 12.12 A proxy, whether for a specified meeting or otherwise,
must be either in the following form or in any other form approved by the
directors or the chair of the meeting: [name of company] The undersigned, being a shareholder of the Company, hereby
appoints [name] or, failing that person, [name], as proxy holder for the
undersigned to attend, act and vote for and on behalf of the undersigned at the
meeting of shareholders of the Company to be held on [month, day, year] and at
any adjournment of that meeting. Number of shares in respect of which this proxy is given (if no
number is specified, then this proxy if given in respect of all shares
registered in the name of the shareholder): _______________ Revocation of Proxy 12.13 Subject to §12.14, every proxy may be revoked by an
instrument in writing that is: (a) received at the registered office
of the Company at any time up to and including the last business day before the
day set for the holding of the meeting at which the proxy is to be used; or (b) provided, at the meeting, to the
chair of the meeting. Revocation of Proxy Must Be Signed 12.14 An instrument referred to in §12.13 must be signed as
follows: - 20 - (a) if the shareholder for whom the
proxy holder is appointed is an individual, the instrument must be signed by the
shareholder or his or her legal personal representative or trustee in
bankruptcy; (b) if the shareholder for whom the
proxy holder is appointed is a corporation, the instrument must be signed by the
corporation or by a representative appointed for the corporation under §12.5.
Production of Evidence of Authority to Vote 12.15 The chair of any meeting of shareholders may, but need
not, inquire into the authority of any person to vote at the meeting and may,
but need not, demand from that person production of evidence as to the existence
of the authority to vote. ARTICLE 13 DIRECTORS First Directors; Number of Directors 13.1 The first directors are the persons designated as
directors of the Company in the Notice of Articles that applies to the Company
when it is recognized under the Act. The number of directors, excluding
additional directors appointed under §14.8, is set at: (a) subject to §(b) and §(c), the
number of directors that is equal to the number of the Companys first
directors; (b) if the Company is a public company,
the greater of three and the most recently set of: (i) the number of directors set by a
resolution of the directors (whether or not previous notice of the resolution
was given); and (ii) the number of directors in office
pursuant to §14.4; (c) if the Company is not a public
company, the most recently set of: (i) the number of directors set by a
resolution of the directors (whether or not previous notice of the resolution
was given); and (ii) the number of directors in office
pursuant to §14.4. Change in Number of Directors 13.2 If the number of directors is set under §13.1(b)(i) or
§13.1(c)(i): (a) the shareholders may elect or
appoint the directors needed to fill any vacancies in the board of directors up
to that number; or - 21 - (b) if the shareholders do not elect or
appoint the directors needed to fill any vacancies in the board of directors up
to that number then the directors may appoint directors to fill those vacancies.
Directors Acts Valid Despite Vacancy 13.3 An act or proceeding of the directors is not invalid
merely because fewer than the number of directors set or otherwise required
under these Articles is in office. Qualifications of Directors 13.4 A director is not required to hold a share as
qualification for his or her office but must be qualified as required by the Act
to become, act or continue to act as a director. Remuneration of Directors 13.5 The directors are entitled to the remuneration for acting
as directors, if any, as the directors may from time to time determine. If the
directors so decide, the remuneration of the directors, if any, will be
determined by the shareholders. Reimbursement of Expenses of Directors 13.6 The Company must reimburse each director for the
reasonable expenses that he or she may incur in and about the business of the
Company. Special Remuneration for Directors 13.7 If any director performs any professional or other
services for the Company that in the opinion of the directors are outside the
ordinary duties of a director, he or she may be paid remuneration fixed by the
directors, or at the option of the directors, fixed by ordinary resolution, and
such remuneration will be in addition to any other remuneration that he or she
may be entitled to receive. Gratuity, Pension or Allowance on Retirement of Director
13.8 Unless otherwise determined by ordinary resolution, the
directors on behalf of the Company may pay a gratuity or pension or allowance on
retirement to any director who has held any salaried office or place of profit
with the Company or to his or her spouse or dependants and may make
contributions to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or allowance. - 22 - ARTICLE 14 ELECTION AND REMOVAL OF DIRECTORS Election at Annual General Meeting 14.1 At every annual general meeting and in every unanimous
resolution contemplated by §10.2: (a) the shareholders entitled to vote
at the annual general meeting for the election of directors must elect, or in
the unanimous resolution appoint, a board of directors consisting of the number
of directors for the time being set under these Articles; and all the directors cease to hold office immediately before the
election or appointment of directors under §(a), but are eligible for
re-election or re-appointment. Consent to be a Director 14.2 No election, appointment or designation of an individual
as a director is valid unless: (a) that individual consents to be a
director in the manner provided for in the Act; (b) that individual is elected or
appointed at a meeting at which the individual is present and the individual
does not refuse, at the meeting, to be a director; or (c) with respect to first directors,
the designation is otherwise valid under the Act. Failure to Elect or Appoint Directors 14.3 If: (a) the Company fails to hold an annual
general meeting, and all the shareholders who are entitled to vote at an annual
general meeting fail to pass the unanimous resolution contemplated by §10.2, on
or before the date by which the annual general meeting is required to be held
under the Act; or (b) the shareholders fail, at the
annual general meeting or in the unanimous resolution contemplated by §10.2, to
elect or appoint any directors; then each director then in office continues to hold office
until the earlier of: (c) the date on which his or her
successor is elected or appointed; and (d) the date on which he or she
otherwise ceases to hold office under the Act or these Articles. - 23 - Places of Retiring Directors Not Filled 14.4 If, at any meeting of shareholders at which there should
be an election of directors, the places of any of the retiring directors are not
filled by that election, those retiring directors who are not re-elected and who
are asked by the newly elected directors to continue in office will, if willing
to do so, continue in office to complete the number of directors for the time
being set pursuant to these Articles but their term of office shall expire when
new directors are elected at a meeting of shareholders convened for that
purpose. If any such election or continuance of directors does not result in the
election or continuance of the number of directors for the time being set
pursuant to these Articles, the number of directors of the Company is deemed to
be set at the number of directors actually elected or continued in office. Directors May Fill Casual Vacancies 14.5 Any casual vacancy occurring in the board of directors may
be filled by the directors. Remaining Directors Power to Act 14.6 The directors may act notwithstanding any vacancy in the
board of directors, but if the Company has fewer directors in office than the
number set pursuant to these Articles as the quorum of directors, the directors
may only act for the purpose of appointing directors up to that number or of
summoning a meeting of shareholders for the purpose of filling any vacancies on
the board of directors or, subject to the Act, for any other purpose. Shareholders May Fill Vacancies 14.7 If the Company has no directors or fewer directors in
office than the number set pursuant to these Articles as the quorum of
directors, the shareholders may elect or appoint directors to fill any vacancies
on the board of directors. Additional Directors 14.8 Notwithstanding §13.1 and §13.2, between annual general
meetings or unanimous resolutions contemplated by §10.2, the directors may
appoint one or more additional directors, but the number of additional directors
appointed under this §14.8 must not at any time exceed: (a) one-third of the number of first
directors, if, at the time of the appointments, one or more of the first
directors have not yet completed their first term of office; or (b) in any other case, one-third of the
number of the current directors who were elected or appointed as directors other
than under this §14.8. Any director so appointed ceases to hold office immediately
before the next election or appointment of directors under §14.1(a), but is
eligible for re-election or re-appointment. - 24 - Ceasing to be a Director 14.9 A director ceases to be a director when: (a) the term of office of the director
expires; (b) the director dies; (c) the director resigns as a director
by notice in writing provided to the Company or a lawyer for the Company; or
(d) the director is removed from office
pursuant to §14.10 or §14.11. Removal of Director by Shareholders 14.10 The Company may remove any director before the expiration
of his or her term of office by special resolution. In that event, the
shareholders may elect, or appoint by ordinary resolution, a director to fill
the resulting vacancy. If the shareholders do not elect or appoint a director to
fill the resulting vacancy contemporaneously with the removal, then the
directors may appoint or the shareholders may elect, or appoint by ordinary
resolution, a director to fill that vacancy. Removal of Director by Directors 14.11 The directors may remove any director before the
expiration of his or her term of office if the director is convicted of an
indictable offence, or if the director ceases to be qualified to act as a
director of a company and does not promptly resign, and the directors may
appoint a director to fill the resulting vacancy. ARTICLE 15 ALTERNATE DIRECTORS Appointment of Alternate Director 15.1 Any director (an appointor) may by notice in writing
received by the Company appoint any person (an appointee) who is qualified to
act as a director to be his or her alternate to act in his or her place at
meetings of the directors or committees of the directors at which the appointor
is not present unless (in the case of an appointee who is not a director) the
directors have reasonably disapproved the appointment of such person as an
alternate director and have given notice to that effect to his or her appointor
within a reasonable time after the notice of appointment is received by the
Company. - 25 - Notice of Meetings 15.2 Every alternate director so appointed is entitled to
notice of meetings of the directors and of committees of the directors of which
his or her appointor is a member and to attend and vote as a director at any
such meetings at which his or her appointor is not present. Alternate for More than One Director Attending Meetings
15.3 A person may be appointed as an alternate director by more
than one director, and an alternate director: (a) will be counted in determining the
quorum for a meeting of directors once for each of his or her appointors and, in
the case of an appointee who is also a director, once more in that capacity;
(b) has a separate vote at a meeting of
directors for each of his or her appointors and, in the case of an appointee who
is also a director, an additional vote in that capacity; (c) will be counted in determining the
quorum for a meeting of a committee of directors once for each of his or her
appointors who is a member of that committee and, in the case of an appointee
who is also a member of that committee as a directors, once more in that
capacity; and (d) has a separate vote at a meeting of
a committee of directors for each of his or her appointors who is a member of
that committee and, in the case of an appointee who is also a member of that
committee as a director, an additional vote in that capacity. Consent Resolutions 15.4 Every alternate director, if authorized by the notice
appointing him or her, may sign in place of his or her appointor any resolutions
to be consented to in writing. Alternate Director an Agent 15.5 Every alternate director is deemed to be the agent of his
or her appointor. Revocation or Amendment of Appointment of Alternate Director
15.6 An appointor may at any time, by notice in writing
received by the Company, revoke or amend the terms of the appointment of an
alternate director appointed by him or her. Ceasing to be an Alternate Director 15.7 The appointment of an alternate director ceases when: (a) his or her appointor ceases to be a
director and is not promptly re-elected or reappointed; (b) the alternate director dies; - 26 - (c) the alternate director resigns as
an alternate director by notice in writing provided to the Company or a lawyer
for the Company; (d) the alternate director ceases to be
qualified to act as a director; or (e) the term of his appointment
expires, or his or her appointor revokes the appointment of the alternate
directors. Remuneration and Expenses of Alternate Director 15.8 The Company may reimburse an alternate director for the
reasonable expenses that would be properly reimbursed if he or she were a
director, and the alternate director is entitled to receive from the Company
such proportion, if any, of the remuneration otherwise payable to the appointor
as the appointor may from time to time direct. ARTICLE 16 POWERS AND DUTIES OF DIRECTORS Powers of Management 16.1 The directors must, subject to the Act and these Articles,
manage or supervise the management of the business and affairs of the Company
and have the authority to exercise all such powers of the Company as are not, by
the Act or by these Articles, required to be exercised by the shareholders of
the Company. Notwithstanding the generality of the foregoing, the directors may
set the remuneration of the auditor of the Company. Appointment of Attorney of Company 16.2 The directors may from time to time, by power of attorney
or other instrument, under seal if so required by law, appoint any person to be
the attorney of the Company for such purposes, and with such powers, authorities
and discretions (not exceeding those vested in or exercisable by the directors
under these Articles and excepting the power to fill vacancies in the board of
directors, to remove a director, to change the membership of, or fill vacancies
in, any committee of the directors, to appoint or remove officers appointed by
the directors and to declare dividends) and for such period, and with such
remuneration and subject to such conditions as the directors may think fit. Any
such power of attorney may contain such provisions for the protection or
convenience of persons dealing with such attorney as the directors think fit.
Any such attorney may be authorized by the directors to sub-delegate all or any
of the powers, authorities and discretions for the time being vested in him or
her. - 27 - ARTICLE 17 DISCLOSURE OF INTEREST OF DIRECTORS Obligation to Account for Profits 17.1 A director or senior officer who holds a disclosable
interest (as that term is used in the Act) in a contract or transaction into
which the Company has entered or proposes to enter is liable to account to the
Company for any profit that accrues to the director or senior officer under or
as a result of the contract or transaction only if and to the extent provided in
the Act. Restrictions on Voting by Reason of Interest 17.2 A director who holds a disclosable interest in a contract
or transaction into which the Company has entered or proposes to enter is not
entitled to vote on any directors resolution to approve that contract or
transaction, unless all the directors have a disclosable interest in that
contract or transaction, in which case any or all of those directors may vote on
such resolution. Interested Director Counted in Quorum 17.3 A director who holds a disclosable interest in a contract
or transaction into which the Company has entered or proposes to enter and who
is present at the meeting of directors at which the contract or transaction is
considered for approval may be counted in the quorum at the meeting whether or
not the director votes on any or all of the resolutions considered at the
meeting. Disclosure of Conflict of Interest or Property 17.4 A director or senior officer who holds any office or
possesses any property, right or interest that could result, directly or
indirectly, in the creation of a duty or interest that materially conflicts with
that individuals duty or interest as a director or senior officer, must
disclose the nature and extent of the conflict as required by the Act. Director Holding Other Office in the Company 17.5 A director may hold any office or place of profit with the
Company, other than the office of auditor of the Company, in addition to his or
her office of director for the period and on the terms (as to remuneration or
otherwise) that the directors may determine. No Disqualification 17.6 No director or intended director is disqualified by his or
her office from contracting with the Company either with regard to the holding
of any office or place of profit the director holds with the Company or as
vendor, purchaser or otherwise, and no contract or transaction entered into by
or on behalf of the Company in which a director is in any way interested is
liable to be voided for that reason. - 28 - Professional Services by Director or Officer 17.7 Subject to the Act, a director or officer, or any person
in which a director or officer has an interest, may act in a professional
capacity for the Company, except as auditor of the Company, and the director or
officer or such person is entitled to remuneration for professional services as
if that director or officer were not a director or officer. Director or Officer in Other Corporations 17.8 A director or officer may be or become a director, officer
or employee of, or otherwise interested in, any person in which the Company may
be interested as a shareholder or otherwise, and, subject to the Act, the
director or officer is not accountable to the Company for any remuneration or
other benefits received by him or her as director, officer or employee of, or
from his or her interest in, such other person. ARTICLE 18 PROCEEDINGS OF DIRECTORS Meetings of Directors 18.1 The directors may meet together for the conduct of
business, adjourn and otherwise regulate their meetings as they think fit, and
meetings of the directors held at regular intervals may be held at the place, at
the time and on the notice, if any, as the directors may from time to time
determine. Voting at Meetings 18.2 Questions arising at any meeting of directors are to be
decided by a majority of votes and, in the case of an equality of votes, the
chair of the meeting has a second or casting vote. Chair of Meetings 18.3 The following individual is entitled to preside as chair
at a meeting of directors: (a) the chair of the board, if any;
(b) in the absence of the chair of the
board, the president, if any, if the president is a director; or (c) any other director chosen by the
directors if: (i) neither the chair of the board nor
the president, if a director, is present at the meeting within 15 minutes after
the time set for holding the meeting; (ii) neither the chair of the board
nor the president, if a director, is willing to chair the meeting; or - 29 - (iii) the chair of the board and the
president, if a director, have advised the secretary, if any, or any other
director, that they will not be present at the meeting. Meetings by Telephone or Other Communications Medium
18.4 A director may participate in a meeting of the directors
or of any committee of the directors in person or by telephone if all directors
participating in the meeting, whether in person or by telephone , are able to
communicate with each other. A director may participate in a meeting of the
directors or of any committee of the directors by a communications medium other
than telephone if all directors participating in the meeting, whether in person
or by telephone or other communications medium, are able to communicate with
each other and if all directors who wish to participate in the meeting agree to
such participation. A director who participates in a meeting in a manner
contemplated by this §18.4 is deemed for all purposes of the Act and these
Articles to be present at the meeting and to have agreed to participate in that
manner. Calling of Meetings 18.5 A director may, and the secretary or an assistant
secretary of the Company, if any, on the request of a director must, call a
meeting of the directors at any time. Notice of Meetings 18.6 Other than for meetings held at regular intervals as
determined by the directors pursuant to §18.1, 48 hours notice of each meeting
of the directors, specifying the place, day and time of that meeting must be
given to each of the directors by any method set out in §24.1 or orally or by
telephone. When Notice Not Required 18.7 It is not necessary to give notice of a meeting of the
directors to a director if: (a) the meeting is to be held
immediately following a meeting of shareholders at which that director was
elected or appointed, or is the meeting of the directors at which that director
is appointed; or (b) the director has waived notice of
the meeting. Meeting Valid Despite Failure to Give Notice 18.8 The accidental omission to give notice of any meeting of
directors to, or the non-receipt of any notice by, any director, does not
invalidate any proceedings at that meeting. Waiver of Notice of Meetings 18.9 Any director may send to the Company a document signed by
him or her waiving notice of any past, present or future meeting or meetings of
the directors and may at any time withdraw that waiver with respect to meetings
held after that withdrawal. After sending a waiver with respect to all future
meetings and until that waiver is withdrawn, no notice of any meeting - 30 - of the directors need be given to that director and all
meetings of the directors so held are deemed not to be improperly called or
constituted by reason of notice not having been given to such director. Quorum 18.10 The quorum necessary for the transaction of the business
of the directors may be set by the directors and, if not so set, is deemed to be
a majority of the directors or, if the number of directors is set at one, is
deemed to be set at one director, and that director may constitute a meeting.
Validity of Acts Where Appointment Defective 18.11 Subject to the Act, an act of a director or officer is
not invalid merely because of an irregularity in the election or appointment or
a defect in the qualification of that director or officer. Consent Resolutions in Writing 18.12 A resolution of the directors or of any committee of the
directors may be passed without a meeting: (a) in all cases, if each of the
directors entitled to vote on the resolution consents to it in writing; or (b) in the case of a resolution to
approve a contract or transaction in respect of which a director has disclosed
that he or she has or may have a disclosable interest, if each of the other
directors who are entitled to vote on the resolution consents to it in writing.
18.13 A consent in writing under this Article may be by signed
document, fax, email or any other method of transmitting legibly recorded
messages. A consent in writing may be in two or more counterparts which together
are deemed to constitute one consent in writing. A resolution of the directors
or of any committee of the directors passed in accordance with this §18.12 is
effective on the date stated in the consent in writing or on the latest date
stated on any counterpart and is deemed to be a proceeding at a meeting of
directors or of the committee of the directors and to be as valid and effective
as if it had been passed at a meeting of the directors or of the committee of
the directors that satisfies all the requirements of the Act and all the
requirements of these Articles relating to meetings of the directors or of a
committee of the directors. - 31 - ARTICLE 19 EXECUTIVE AND OTHER COMMITTEES Appointment and Powers of Executive Committee 19.1 The directors may, by resolution, appoint an executive
committee consisting of the director or directors that they consider
appropriate, and this committee has, during the intervals between meetings of
the board of directors, all of the directors powers, except: (a) the power to fill vacancies in the
board of directors; (b) the power to remove a director;
(c) the power to change the membership
of, or fill vacancies in, any committee of the directors; and (d) such other powers, if any, as may
be set out in the resolution or any subsequent directors resolution. Appointment and Powers of Other Committees 19.2 The directors may, by resolution: (a) appoint one or more committees
(other than the executive committee) consisting of the director or directors
that they consider appropriate; (b) delegate to a committee appointed
under §(a) any of the directors powers, except: (i) the power to fill vacancies in the
board of directors; (ii) the power to remove a director;
(iii) the power to change the
membership of, or fill vacancies in, any committee of the directors; and (iv) the power to appoint or remove
officers appointed by the directors; and (c) make any delegation referred to in
§(b) subject to the conditions set out in the resolution or any subsequent
directors resolution. Obligations of Committees 19.3 Any committee appointed under §19.1 or §19.2, in the
exercise of the powers delegated to it, must: (a) conform to any rules that may from
time to time be imposed on it by the directors; and - 32 - (b) report every act or thing done in exercise of those powers
at such times as the directors may require. Powers of Board 19.4 The directors may, at any time, with respect to a
committee appointed under §19. or §19.2: (a) revoke or alter the authority given
to the committee, or override a decision made by the committee, except as to
acts done before such revocation, alteration or overriding; (b) terminate the appointment of, or
change the membership of, the committee; and (c) fill vacancies in the committee.
Committee Meetings 19.5 Subject to §19.3(a) and unless the directors otherwise
provide in the resolution appointing the committee or in any subsequent
resolution, with respect to a committee appointed under §19.1 or §19.2: (a) the committee may meet and adjourn
as it thinks proper; (b) the committee may elect a chair of
its meetings but, if no chair of a meeting is elected, or if at a meeting the
chair of the meeting is not present within 15 minutes after the time set for
holding the meeting, the directors present who are members of the committee may
choose one of their number to chair the meeting; (c) a majority of the members of the
committee constitutes a quorum of the committee; and (d) questions arising at any meeting of
the committee are determined by a majority of votes of the members present, and
in case of an equality of votes, the chair of the meeting does not have a second
or casting vote. ARTICLE 20 OFFICERS Directors May Appoint Officers 20.1 The directors may, from time to time, appoint such
officers, if any, as the directors determine and the directors may, at any time,
terminate any such appointment. Functions, Duties and Powers of Officers 20.2 The directors may, for each officer: - 33 - (a) determine the functions and duties
of the officer; (b) entrust to and confer on the
officer any of the powers exercisable by the directors on such terms and
conditions and with such restrictions as the directors think fit; and (c) revoke, withdraw, alter or vary all
or any of the functions, duties and powers of the officer. Qualifications 20.3 No person may be appointed as an officer unless that
person is qualified in accordance with the Act. One person may hold more than
one position as an officer of the Company. Any person appointed as the chair of
the board or as a managing director must be a director. Any other officer need
not be a director. Remuneration and Terms of Appointment 20.4 All appointments of officers are to be made on the terms
and conditions and at the remuneration (whether by way of salary, fee,
commission, participation in profits or otherwise) that the directors thinks fit
and are subject to termination at the pleasure of the directors, and an officer
may in addition to such remuneration be entitled to receive, after he or she
ceases to hold such office or leaves the employment of the Company, a pension or
gratuity. ARTICLE 21 INDEMNIFICATION Definitions 21.1 In this Article 21: (a) eligible party means an
individual who: (i) is or was a director or officer of
the Company; (ii) is or was a director or officer
of another corporation (A) at a time when the corporation is
or was an affiliate of the Company, or (B) at the request of the Company; or
(iii) at the request of the Company,
is or was, or holds or held a position equivalent to that of, a director or
officer of a partnership, trust, joint venture or other unincorporated entity;
(b) eligible penalty means a
judgment, penalty or fine awarded or imposed in, or an amount paid in settlement
of, an eligible proceeding; - 34 - (c) eligible proceeding means a legal
proceeding or investigative action, whether current, threatened, pending or
completed, in which a director or former director of the Company or any of the
heirs and legal personal representatives of the eligible party, by reason of the
eligible party being or having been a director of the Company: (i) is or may be joined as a party; or
(ii) is or may be liable for or in
respect of a judgment, penalty or fine in, or expenses related to, the
proceeding; and shall include any other proceeding
or action contemplated by the Act; and (d) expenses has the meaning set out
in the Act and includes costs, charges and expenses, including legal and other
fees, but does not include judgments, penalties, fines or amounts paid in
settlement of a proceeding. Mandatory Indemnification of Directors and Former Directors
21.2 Subject to the Act, the Company must indemnify a director
or former director of the Company and his or her heirs and legal personal
representatives against all eligible penalties to which such person is or may be
liable, and the Company must, after the final disposition of an eligible
proceeding, pay the expenses actually and reasonably incurred by such person in
respect of that proceeding. Each director or officer is deemed to have
contracted with the Company on the terms of the indemnity contained in this
§21.2. Indemnification of Other Persons 21.3 Subject to any restrictions in the Act, the Company may
agree to indemnify and may indemnify any person (including an eligible party)
against eligible penalties and pay expenses incurred in connection with the
performance of services by that person for the Company. Authority to Advance Expenses 21.4 The Company may advance expenses to an eligible party to
the extent permitted by and in accordance with the Act. Non-Compliance with Act 21.5 Subject to the Act, the failure of a director or officer
of the Company to comply with the Act or these Articles does not, of itself,
invalidate any indemnity to which he or she is entitled under this Part. Company May Purchase Insurance 21.6 The Company may purchase and maintain insurance for the
benefit of any eligible party person (or his or her heirs or legal personal
representatives) against any liability incurred by him or her as such director,
officer or person who holds or held such equivalent position. - 35 - ARTICLE 22 DIVIDENDS Payment of Dividends Subject to Special Rights 22.1 The provisions of this Article 22 are subject to the
rights, if any, of shareholders holding shares with special rights as to
dividends. Declaration of Dividends 22.2 Subject to the Act, the directors may from time to time
declare and authorize payment of such dividends as they may deem advisable. Record Date 22.3 The directors must set a date as the record date for the
purpose of determining shareholders entitled to receive payment of a dividend.
The record date must not precede the date on which the dividend is to be paid by
more than two months. Manner of Paying Dividend 22.4 A resolution declaring a dividend may direct payment of
the dividend wholly or partly by the distribution of specific assets or of fully
paid shares or of bonds, debentures or other securities of the Company, or in
any one or more of those ways. Settlement of Difficulties 22.5 If any difficulty arises in regard to a distribution under
§22.4, the directors may settle the difficulty as they deem advisable, and, in
particular, may: (a) set the value for distribution of
specific assets; (b) determine that cash payments in
substitution for all or any part of the specific assets to which any
shareholders are entitled may be made to any shareholders on the basis of the
value so fixed in order to adjust the rights of all parties; and (c) vest any such specific assets in
trustees for the persons entitled to the dividend. When Dividend Payable 22.6 Any dividend may be made payable on such date as is fixed
by the directors. Dividends to be Paid in Accordance with Number of Shares
22.7 All dividends on shares of any class or series of shares
must be declared and paid according to the number of such shares held. - 36 -
Receipt by Joint Shareholders
22.8 If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.
Dividend Bears No Interest
22.9 No dividend bears interest against the Company.
Fractional Dividends
22.10 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of
the dividend.
Payment of Dividends
22.11 Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to
the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum
represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing
authority.
Capitalization of Surplus
22.12 Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company
as a dividend representing the surplus or any part of the surplus. ARTICLE 23 DOCUMENTS, RECORDS AND REPORTS
Recording of Financial Affairs
23.1 The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Act.
Inspection of Accounting Records
23.2 Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company. - 37 - ARTICLE 24 NOTICES Method of Giving Notice 24.1 Unless the Act or these Articles provide otherwise, a
notice, statement, report or other record required or permitted by the Act or
these Articles to be sent by or to a person may be sent by: (a) mail addressed to the person at the
applicable address for that person as follows: (i) for a record mailed to a
shareholder, the shareholders registered address; (ii) for a record mailed to a director
or officer, the prescribed address for mailing shown for the director or officer
in the records kept by the Company or the mailing address provided by the
recipient for the sending of that record or records of that class; (iii) in any other case, the mailing
address of the intended recipient; (b) delivery at the applicable address
for that person as follows, addressed to the person: (i) for a record delivered to a
shareholder, the shareholders registered address; (ii) for a record delivered to a
director or officer, the prescribed address for delivery shown for the director
or officer in the records kept by the Company or the delivery address provided
by the recipient for the sending of that record or records of that class; (iii) in any other case, the delivery
address of the intended recipient; (c) sending the record by fax to the
fax number provided by the intended recipient for the sending of that record or
records of that class; (d) sending the record by email to the
email address provided by the intended recipient for the sending of that record
or records of that class; (e) physical delivery to the intended
recipient. Deemed Receipt of Mailing 24.2 A record that is mailed to a person by ordinary mail to
the applicable address for that person referred to in §24.1 is deemed to be
received by the person to whom it was mailed on the day, Saturdays, Sundays and
holidays excepted, following the date of mailing. - 38 - Certificate of Sending 24.3 A certificate signed by the secretary, if any, or other
officer of the Company or of any other corporation acting in that behalf for the
Company stating that a notice, statement, report or other record was addressed
as required by §24.1, prepaid and mailed or otherwise sent as permitted by §24.1
is conclusive evidence of that fact. Notice to Joint Shareholders 24.4 A notice, statement, report or other record may be
provided by the Company to the joint shareholders of a share by providing the
notice to the joint shareholder first named in the central securities register
in respect of the share. Notice to Trustees and Personal Representatives 24.5 A notice, statement, report or other record may be
provided by the Company to the persons entitled to a share in consequence of the
death, bankruptcy or incapacity of a shareholder by: (a) mailing the record, addressed to
them: (i) by name, by the title of the legal
personal representative of the deceased or incapacitated shareholder, by the
title of trustee of the bankrupt shareholder or by any similar description; and
(ii) at the address, if any, supplied
to the Company for that purpose by the persons claiming to be so entitled; or
(b) if an address referred to in
§(a)(ii) has not been supplied to the Company, by giving the notice in a manner
in which it might have been given if the death, bankruptcy or incapacity had not
occurred. ARTICLE 25 SEAL Who May Attest Seal 25.1 Except as provided in §25.2 and §25.3, the Companys seal,
if any, must not be impressed on any record except when that impression is
attested by the signatures of: (a) any two directors; (b) any officer, together with any
director; (c) if the Company only has one
director, that director; or - 39 - (d) any one or more directors or
officers or persons as may be determined by the directors. Sealing Copies 25.2 For the purpose of certifying under seal a certificate of
incumbency of the directors or officers of the Company or a true copy of any
resolution or other document, despite §25.1, the impression of the seal may be
attested by the signature of any director or officer. Mechanical Reproduction of Seal 25.3 The directors may authorize the seal to be impressed by
third parties on share certificates or bonds, debentures or other securities of
the Company as they may determine appropriate from time to time. To enable the
seal to be impressed on any share certificates or bonds, debentures or other
securities of the Company, whether in definitive or interim form, on which
facsimiles of any of the signatures of the directors or officers of the Company
are, in accordance with the Act or these Articles, printed or otherwise
mechanically reproduced, there may be delivered to the person employed to
engrave, lithograph or print such definitive or interim share certificates or
bonds, debentures or other securities one or more unmounted dies reproducing the
seal and the chair of the board or any senior officer together with the
secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant
treasurer or an assistant secretary-treasurer may in writing authorize such
person to cause the seal to be impressed on such definitive or interim share
certificates or bonds, debentures or other securities by the use of such dies.
Share certificates or bonds, debentures or other securities to which the seal
has been so impressed are for all purposes deemed to be under and to bear the
seal impressed on them. ARTICLE 26 SPECIAL RIGHTS AND RESTRICTIONS ATTACHED TO PREFERRED SHARES
Special Rights and Restrictions 26.1 The Preferred shares without par value shall have attached
thereto the following special rights and restrictions: (a) The holders of the Preferred shares
shall be entitled to receive notices of and to attend and vote at all Meetings
of the shareholders of the Company in the same manner and to the same extent as
are the holders of the common shares; (b) The holders of the Preferred shares
shall be entitled to receive, and the Company shall pay thereon as and when
declared by the board of directors out of the monies of the Company properly
applicable to the payment of dividends, dividends which shall be in the amounts
and upon the conditions that shall have been agreed upon by the board of
directors at the time of issuance and sale of each such share. More
specifically, the directors of the Company shall be entitled, upon agreeing to
sell a Preferred share, to contract as to the rate of dividend which will be
paid on the share, if any, how often the dividends are to be paid, whether they
are to be accumulative and whether the rate is - 40 - fixed for the life of the share or
shall be subject to declaration by the board of directors each year. (c) The holders of the Preferred shares
shall be entitled to exchange them for Common shares in the capital of the
Company; provided that when the directors agree to the issuance of any Preferred
shares they shall be entitled to specify the terms, conditions and rates during
which and upon which the holders of these Preferred shares subject to such
specifications shall be entitled to exercise these conversion privileges. (d) The Company may, upon giving notice
as hereinafter provided, redeem the whole or any part of the Preferred shares on
payment for each share to be redeemed of the amount paid up thereon, together
with all dividends declared thereon and unpaid; in case a part only of the then
outstanding Preferred shares is at any time to be redeemed, the shares so to be
redeemed shall be selected by lot in such manner as the directors in their
discretion shall decide or, if the directors so determine, may be redeemed pro
rata, disregarding fractions, and the directors may make such adjustments as may
be necessary to avoid the redemption of fractional parts of shares; not less
than thirty (30) days' notice in writing of such redemption shall be given by
mailing such notice to the registered holders of the shares to be redeemed,
specifying the date and place or places of redemption; if notice of any such
redemption be given by the Company in the manner aforesaid and an amount
sufficient to redeem the shares be deposited with any trust company or chartered
bank in Canada as specified in the notice on or before the date fixed for
redemption, dividends on the Preferred shares to be redeemed shall cease after
the date so fixed for redemption and the holders thereof shall thereafter have
no rights against the Company in respect thereof except, upon the surrender of
certificates for such shares, to receive payment therefor out of the money so
deposited; after the redemption price of such shares has been deposited with any
trust company or chartered bank in Canada, as aforesaid, notice shall be given
to the holders of any Preferred shares called for redemption who have failed to
present the certificates representing such shares within two (2) months of the
date specified for redemption that the money has been so deposited and may be
obtained by the holders of the said Preferred shares upon presentation of the
certificates representing such shares called for redemption at the said trust
company or chartered bank. The Company will redeem such Preferred shares at the
price so specified, provided the redemption will not be in breach of any of the
provisions of the Business Corporations Act (British Columbia). (e) The Preferred shares shall rank,
both as regards dividends and return of capital, in priority to all other shares
of the Company, but shall not be entitled to any further right to participate in
the profits or assets of the Company. (f) In the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, the
holders of the Preferred shares shall be entitled to receive, before any
distribution of any part of the property and assets of the Company among the
holders of any other shares, an amount equal to one hundred percent (100%) of
the amount paid thereon and any dividends declared thereon and unpaid, and no
more. - 41 - (g) The directors of the Company may
issue the Preferred shares in one or more series. In addition, the directors
may, by resolution, alter the Notice of Articles to fix the number of shares in
and to determine the designation of the shares of each series; the directors may
also, by resolution, alter the Notice of Articles to create, define and attach
special rights and restrictions to the shares of each series, subject to the
special rights and restrictions attached to the Preferred shares. TASEKO MINES LIMITED. 2006 SHARE OPTION PLAN Dated for Reference March 22, 2006 ARTICLE 1 Purpose 1.1
The purpose of this Plan will be to advance the interests of the Company by
encouraging equity participation in the Company through the acquisition of
Common Shares of the Company. It is the intention of the Company that this Plan
will at all times be in compliance with the rules and policies of The Toronto
Stock Exchange (or TSX) (the TSX Policies) and any inconsistencies between
this Plan and the TSX Policies whether due to inadvertence or changes in TSX
Policies will be resolved in favour of the latter. Definitions 1.2
In this Plan Affiliate means a company that
is a parent or subsidiary of the Company, or that is controlled by the same
entity as the Company; Associate has the meaning
assigned by the Securities Act; Board means the board of
directors of the Company or any committee thereof duly empowered or authorized
to grant options under this Plan; Change of Control includes
situations where after giving effect to the contemplated transaction and as a
result of such transaction: (i) any
one Person holds a sufficient number of voting shares of the Company or
resulting company to affect materially the control of the Company or resulting
company, or, (ii) any
combination of Persons, acting in concert by virtue of an agreement,
arrangement, commitment or understanding, hold in total a sufficient number of
voting shares of the Company or its successor to affect materially the control
of the Company or its successor, where such Person or combination of
Persons did not previously hold a sufficient number of voting shares to affect
materially control of the Company or its successor. In the - 2 - absence of evidence to the contrary,
any Person or combination of Persons acting in concert by virtue of an
agreement, arrangement, commitment or understanding, holding more than 20% of
the voting shares of the Company or its successor is deemed to materially affect
the control of the Company or its successor; Common Shares means common
shares without par value in the capital of the Company providing such class is
listed on the TSX; Company means the Corporation
named at the top hereof and includes, unless the context otherwise requires, all
of its subsidiaries or affiliates and successors according to law; Consultant means a Person or
Consultant Company, other than an Employee, Officer or Director that: (i)
provides on an ongoing bona fide basis, consulting, technical, managerial or
like services to the Company or an Affiliate of the Company, other than services
provided in relation to a Distribution; (ii) provides the services under a
written contract between the Company or an Affiliate and the Person or the
Consultant Company; (iii) in the
reasonable opinion of the Company, spends or will spend a significant amount of
time and attention on the business and affairs of the Company or an Affiliate of
the Company; and (iv) has
a relationship with the Company or an Affiliate that enables the Person or
Consultant Company to be knowledgeable about the business and affairs of the
Company; Consultant Company means for a
Person consultant, a company or partnership of which the Person is an employee,
shareholder or partner; Directors means the directors of
the Company as may be elected from time to time; Disinterested Shareholder
Approval means approval by a majority of the votes cast by all the Companys
shareholders at a duly constituted shareholders meeting, excluding votes
attached to shares beneficially owned by Service Providers or their
Associates; Distribution has the meaning
assigned by the Securities Act, and generally refers to a distribution of
securities by the Company from treasury; Effective Date for an Option
means the date of grant thereof by the Board; Employee means: (a) a
Person who is considered an employee under the Income Tax Act (i.e. for whom
income tax, employment insurance and CPP deductions must be made at source); - 3 - (b) a
Person who works full-time for the Company or its subsidiary providing services
normally provided by an employee and who is subject to the same control and
direction by the Company over the details and methods of work as an employee of
the Company, but for whom income tax deductions are not made at source; or (c) a
Person who works for the Company or its subsidiary on a continuing and regular
basis for a minimum amount of time per week providing services normally provided
by an employee and who is subject to the same control and direction by the
Company over the details and methods of work as an employee of the Company, but
for whom income tax deductions need not be made at source; Exercise Price means the amount
payable per Common Share on the exercise of an Option, as determined in
accordance with the terms hereof; Expiry Date means the day on
which an Option lapses as specified in the Option Commitment therefor or in
accordance with the terms of this Plan; Insider means (i) an
insider as defined in the TSX Policies or as defined in securities legislation
applicable to the Company; (ii) an
Associate of any person who is an Insider by virtue of §(i) above; Investor Relations Activities
means generally any activities or communications that can reasonably be seen to
be intended to or be primarily intended to promote the merits or awareness of or
the purchase or sale of securities of the Company; Listed Shares means the number
of issued and outstanding shares of the Company that have been accepted for
listing on the TSX, but excluding dilutive securities not yet converted into
Listed Shares; Management Company Employee
means a Person employed by another Person or a corporation providing management
services to the Company which are required for the ongoing successful operation
of the business enterprise of the Company, but excluding a corporation or Person
engaged primarily in Investor Relations Activities; Market Price means the 5-day
volume weighted average price as calculated by the rules of the TSX company
manual; Officer means a duly appointed
senior officer of the Company; Option means the right to
purchase Common Shares granted hereunder to a Service Provider; Option Commitment means the
notice of grant of an Option delivered by the Company hereunder to a Service
Provider and substantially in the form of Schedule A hereto; - 4 - Optioned Shares means Common
Shares that may be issued in the future to a Service Provider upon the exercise
of an Option; Optionee means the recipient of
an Option hereunder; Outstanding Shares means at the
relevant time, the number of outstanding Common Shares of the Company from time
to time; Participant means a Service
Provider that becomes an Optionee; Person means a company or an
individual; Plan means this Share Option
Plan, the terms of which are set out herein or as may be amended; Plan Shares means the total
number of Common Shares which may be reserved for issuance as Optioned Shares
under the Plan as provided in §2.2; Regulatory Approval means the
approval of the TSX and any other securities regulatory authority that may have
lawful jurisdiction over the Plan and any Options issued hereunder; Securities Act means the
Securities Act, R.S.B.C. 1996, c. 418, as amended from time to time; Service Provider means a Person
who is a bona fide Director, Officer, Employee, Management Company Employee or
Consultant, and also includes a company, of which 100% of the share capital is
beneficially owned by one or more Person Service Providers; Share Compensation Arrangement
means any Option under this Plan but also includes any other stock option, stock
option plan, employee stock purchase plan or any other compensation or incentive
mechanism involving the issuance or potential issuance of Common Shares to a
Service Provider; Shareholder Approval means
approval by a majority of the votes cast by eligible shareholders at a duly
constituted shareholders meeting; TSX means The Toronto Stock
Exchange and any successor thereto; and TSX Policies means the rules and
policies of the TSX as amended from time to time. ARTICLE 2 Establishment of Share Option Plan 2.1
There is hereby established a Share Option Plan to recognize contributions made
by Service Providers and to create an incentive for their continuing assistance
to the Company and its Affiliates. - 5 - Maximum Plan Shares 2.2
The maximum aggregate number of Plan Shares that may be reserved for issuance
under the Plan at any point in time is 12% of the Outstanding Shares at the time
the Plan Shares are reserved for issuance as a result of the grant of an Option,
less any Common Shares reserved for issuance under share options granted under
Share Compensation Arrangements other than this Plan, unless this Plan is
amended pursuant to the requirements of the TSX Policies. Eligibility 2.3
Options to purchase Common Shares may be granted hereunder to Service Providers
from time to time by the Board. Service Providers that are corporate entities
will be required to undertake in writing not to effect or permit any transfer of
ownership or option of any of its shares, nor issue more of its shares (so as to
indirectly transfer the benefits of an Option), as long as such Option remains
outstanding, unless the written permission of the TSX and the Company is
obtained. Options Granted Under the Plan 2.4
All Options granted under the Plan will be evidenced by an Option Commitment in
the form attached as Schedule A, showing the number of Optioned Shares, the term
of the Option, a reference to vesting terms, if any, and the Exercise Price. 2.5
Subject to specific variations approved by the Board, all terms and conditions
set out herein will be deemed to be incorporated into and form part of an Option
Commitment made hereunder. Options Not Exercised 2.6
In the event an Option granted under the Plan expires unexercised or is
terminated by reason of dismissal of the Optionee for cause or is otherwise
lawfully cancelled prior to exercise of the Option, the Optioned Shares that
were issuable thereunder will be returned to the Plan and will be eligible for
re-issue. For greater certainty options which are exercised thereupon increase
the number available to the Plan by the relevant percentage of outstanding
shares as provided hereunder. Powers of the Board 2.7
The Board will be responsible for the general administration of the Plan and the
proper execution of its provisions, the interpretation of the Plan and the
determination of all questions arising hereunder. Without limiting the
generality of the foregoing, the Board has the power to (a) allot
Common Shares for issuance in connection with the exercise of Options; (b) grant
Options hereunder; - 6 - (c)
subject to Regulatory Approval, amend, suspend, terminate or discontinue the
Plan, or revoke or alter any action taken in connection therewith, except that
no general amendment or suspension of the Plan will, without the written consent
of all Optionees, alter or impair any Option previously granted under the Plan
unless as a result of a change in TSX Policies; (d)
delegate all or such portion of its powers hereunder as it may determine to one
or more committees of the Board, either indefinitely or for such period of time
as it may specify, and thereafter each such committee may exercise the powers
and discharge the duties of the Board in respect of the Plan so delegated to the
same extent as the Board is hereby authorized so to do; and (e) in
its sole discretion amend this Plan (except for previously granted and
outstanding Options) to reduce the benefits that may be granted to Service
Providers (before a particular Option is granted) subject to the other terms
hereof. Terms or Amendments Requiring Disinterested Shareholder
Approval 2.8
None of the following actions will become effective without first obtaining
Disinterested Shareholder Approval: (a)
Common Shares being issuable to Insiders under this Plan, when combined with all
of the Companys other Share Compensation Arrangements, exceeding 10% of the
Outstanding Shares; (b)
Common Shares being issuable to Insiders under this Plan, when combined with all
of the Companys other Share Compensation Arrangements, exceeding 10% of the
Outstanding Shares in any 12 month period; and (c) a
reduction in the exercise price of an Option granted hereunder to an Insider or
an extension of the term of an Option granted hereunder benefiting an
Insider. ARTICLE 3 Exercise Price 3.1
The Exercise Price of an Option will be set by the Board at the time such Option
is allocated under the Plan, and cannot be less than the Market Price. Term of Option 3.2
An Option can be exercisable for a maximum of 10 years from the Effective Date.
- 7 - Vesting of Options 3.3
Vesting of Options is at the discretion of the Board, and will generally be
subject to: (a) the
Service Provider remaining employed by or continuing to provide services to the
Company or any of its subsidiaries and Affiliates as well as, at the discretion
of the Board, achieving certain milestones which may be defined by the Board
from time to time or receiving a satisfactory performance review by the Company
or its subsidiary or affiliate during the vesting period; or (b)
remaining as a Director of the Company or any of its subsidiaries or Affiliates
during the vesting period. Optionee Ceasing to be Director, Employee or Service
Provider 3.4
No Option may be exercised after the Service Provider has left the employ/office
or has been advised his services are no longer required or his service contract
has expired, except as follows: (a) in
the case of the death of an Optionee, any vested Option held by him at the date
of death will become exercisable by the Optionees lawful personal
representatives, heirs or executors until the earlier of one year after the date
of death of such Optionee and the date of expiration of the term otherwise
applicable to such Option; (b)
subject to the other provisions of this §3.4, vested Options shall expire 90
days after the date the Optionee ceases to be employed by, provide services to,
or be a director or officer of, the Company, and all unvested Options shall
immediately terminate without right to exercise same; (c) in
the case of an Optionee being dismissed from employment or service for cause,
such Optionees Options, whether or not vested at the date of dismissal will
immediately terminate without right to exercise same; (d) in
the event of a Change of Control occurring, Options granted to Directors and
Officers which are subject to vesting provisions shall be deemed to have
immediately vested upon the occurrence of the Change of Control; and (e) in
the event of a Director not being nominated for re election as a Director of the
Company, although consenting to act and being under no legal incapacity which
would prevent the Director from being a member of the Board, Options granted
which are subject to a vesting provision shall be deemed to have vested on the
date of Meeting upon which the Director is not re elected. Non Assignable 3.5
Subject to §3.4(a), all Options will be exercisable only by the Optionee to whom
they are granted and will not be assignable or transferable. - 8 - Adjustment of the Number of Optioned Shares 3.6
The number of Common Shares subject to an Option will be subject to adjustment
in the events and in the manner following: (a) in
the event of a subdivision of Common Shares as constituted on the date hereof,
at any time while an Option is in effect, into a greater number of Common
Shares, the Company will thereafter deliver at the time of purchase of Optioned
Shares hereunder, in addition to the number of Optioned Shares in respect of
which the right to purchase is then being exercised, such additional number of
Common Shares as result from the subdivision without an Optionee making any
additional payment or giving any other consideration therefor; (b) in
the event of a consolidation of the Common Shares as constituted on the date
hereof, at any time while an Option is in effect, into a lesser number of Common
Shares, the Company will thereafter deliver and an Optionee will accept, at the
time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned
Shares in respect of which the right to purchase is then being exercised, the
lesser number of Common Shares as result from the consolidation; (c) in
the event of any change of the Common Shares as constituted on the date hereof,
at any time while an Option is in effect, the Company will thereafter deliver at
the time of purchase of Optioned Shares hereunder the number of shares of the
appropriate class resulting from the said change as an Optionee would have been
entitled to receive in respect of the number of Common Shares so purchased had
the right to purchase been exercised before such change; (d) in
the event of a capital reorganization, reclassification or change of outstanding
equity shares (other than a change in the par value thereof) of the Company, a
consolidation, merger or amalgamation of the Company with or into any other
company or a sale of the property of the Company as or substantially as an
entirety at any time while an Option is in effect, an Optionee will thereafter
have the right to purchase and receive, in lieu of the Optioned Shares
immediately theretofore purchasable and receivable upon the exercise of the
Option, the kind and amount of shares and other securities and property
receivable upon such capital reorganization, reclassification, change,
consolidation, merger, amalgamation or sale which the holder of a number of
Common Shares equal to the number of Optioned Shares immediately theretofore
purchasable and receivable upon the exercise of the Option would have received
as a result thereof. The subdivision or consolidation of Common Shares at any
time outstanding (whether with or without par value) will not be deemed to be a
capital reorganization or a reclassification of the capital of the Company for
the purposes of this §3.6(d); (e) an
adjustment will take effect at the time of the event giving rise to the
adjustment, and the adjustments provided for in this Section are cumulative; (f) the
Company will not be required to issue fractional shares in satisfaction of its
obligations hereunder. Any fractional interest in a Common Share that would,
except for - 9 - the provisions of this §3.6(f), be
deliverable upon the exercise of an Option will be cancelled and not be
deliverable by the Company; and (g) if
any questions arise at any time with respect to the Exercise Price or number of
Optioned Shares deliverable upon exercise of an Option in any of the events set
out in this §3.6, such questions will be conclusively determined by the
Companys auditors, or, if they decline to so act, any other firm of Chartered
Accountants, in Vancouver, British Columbia (or in the city of the Companys
principal executive office) that the Company may designate and who will have
access to all appropriate records and such determination will be binding upon
the Company and all Optionees. ARTICLE 4 Option Commitment 4.1
Upon grant of an Option hereunder, an authorized officer of the Company will
deliver to the Optionee an Option Commitment detailing the terms of such Options
and upon such delivery the Optionee will be subject to the Plan and have the
right to purchase the Optioned Shares at the Exercise Price set out therein
subject to the terms and conditions hereof. Manner of Exercise 4.2
An Optionee who wishes to exercise his Option may do so by delivering (a) a
written notice to the Company specifying the number of Optioned Shares being
acquired pursuant to the Option; and (b) cash
or a certified cheque payable to the Company for the aggregate Exercise Price
for the Optioned Shares being acquired. Delivery of Certificate and Hold Periods 4.3
As soon as practicable after receipt of the notice of exercise described in §4.2
and payment in full for the Optioned Shares being acquired, the Company will
direct its transfer agent to issue a certificate to the Optionee for the
appropriate number of Optioned Shares. Such certificate issued will bear a
legend stipulating any resale restrictions required under applicable securities
laws. ARTICLE 5 Employment and Services 5.1
Nothing contained in the Plan will confer upon or imply in favour of any
Optionee any right with respect to office, employment or provision of services
with the Company, or interfere in any way with the right of the Company to
lawfully terminate the - 10 - Optionees office, employment or service at any time pursuant
to the arrangements pertaining to same. Participation in the Plan by an Optionee
will be voluntary. No Representation or Warranty 5.2
The Company makes no representation or warranty as to the future market value of
Common Shares issued in accordance with the provisions of the Plan or to the
effect of the Income Tax Act (Canada) or any other taxing statute
governing the Options or the Common shares issuable thereunder or the tax
consequences to a Service Provider. Compliance with applicable securities laws
as to the disclosure and resale obligations of each Participant is the
responsibility of such Participant and not the Company. Interpretation 5.3
The Plan will be governed and construed in accordance with the laws of the
Province of British Columbia. Continuation of the Plan 5.4
This Plan will become effective from and after July 5, 2005 and will remain
effective provided that the Plan, or any amended version thereof, receives
Shareholder Approval on or before each third annual general meeting of the
Company. Amendment of the Plan 5.5
Subject to the requirements of the TSX Policies and the prior receipt of any
necessary Regulatory Approval, the Board may in its absolute discretion, amend
or modify the Plan or any Option granted as follows: (a) it
may make amendments which are of a housekeeping or clerical nature only; (b) it
may change the vesting provisions of an Option granted hereunder; (c) it
may change the termination provision of an Option granted hereunder which does
not entail an extension beyond the original Expiry Date of such Option; (d) it
may add a cashless exercise feature payable in cash or Common Shares which
provides for a full deduction of the number of underlying Common Shares from the
Shares reserved hereunder; and (e) it
may make such amendments as reduce, and do not increase, the benefits of this
Plan to Service Providers. Termination 5.6
The Board reserves the right in its absolute discretion to terminate the Plan
with respect to all Plan Shares in respect of Options which have not yet been
granted hereunder. SCHEDULE A SHARE OPTION PLAN OPTION COMMITMENT Notice is hereby given that, effective this ________day of
________________, __________(the Effective Date) TASEKO MINES LIMITED
(the Company) has granted to ___________________________________________(the
Service Provider) , an Option to acquire ______________Common Shares
(Optioned Shares) up to 5:00 p.m. Vancouver Time on the __________day of
____________________, __________(the Expiry Date) at a Exercise Price of
Cdn$____________per share. Optioned Shares may be acquired as follows: ____________ In accordance with the vesting provisions
set out in 3.3 of the Plan or ____________ As follows: The grant of the Option evidenced hereby is made subject to the
terms and conditions of the Companys Share Option Plan, the terms and
conditions of which are hereby incorporated herein. To exercise your Option, deliver a written notice specifying
the number of Optioned Shares you wish to acquire, together with cash or a
certified cheque payable to the Company for the aggregate Exercise Price, to the
Company. A certificate for the Optioned Shares so acquired will be issued by the
transfer agent as soon as practicable thereafter. TASEKO MINES LIMITED EXHIBIT 12.1 SARBANES-OXLEY CEO CERTIFICATION I, Russell E. Hallbauer, Chief Executive Officer of Taseko
Mines Limited, certify that: 1.
I have reviewed this Annual Report on Form 20-F of Taseko Mines
Limited 2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report; 3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods presented in this report; 4. The
Companys other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and have: (a) Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in which this report is being prepared; (b) Evaluated
the effectiveness of the Companys disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and (c) Disclosed
in this report any change in the Company's internal control over financial
reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting; and 5. The
Companys other certifying officer(s) and I have disclosed, based on our most
recent evaluation of the internal control over financial reporting, to the
Companys auditors and the audit committee of Companys board of directors (or
persons performing the equivalent functions): (a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Companys ability to record, process, summarize and report
financial information; and (b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Companys internal control over financial
reporting. EXHIBIT 12.2 SARBANES-OXLEY CFO CERTIFICATION I, Jeffrey R. Mason, Chief Financial Officer of Taseko Mines
Limited, certify that: 1.
I have reviewed this Annual Report on Form 20-F of Taseko Mines Limited 2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report; 3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Company as of, and for,
the periods presented in this report; 4. The
Companys other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and have: (a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; (b)
Evaluated the effectiveness of the Companys disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and (c)
Disclosed in this report any change in the Company's internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting; and 5. The
Companys other certifying officer(s) and I have disclosed, based on our most
recent evaluation of the internal control over financial reporting, to the
Companys auditors and the audit committee of Companys board of directors (or
persons performing the equivalent functions): (a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the Companys ability to record, process, summarize and report
financial information; and (b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the Companys internal control over financial
reporting.
EXHIBIT 13.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Russell E. Hallbauer, Chief Executive Officer of Taseko
Mines Limited (the Company), hereby certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge: (i)
the Annual Report on Form 20-F of the Company for the fiscal year ended
September 30, 2005 (the Annual Report) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and (ii) the
information contained in the Annual Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. This written statement is being furnished to the Securities
and Exchange Commission as an exhibit to the Companys Annual Report on Form
20-F. A signed original of this statement has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request. This certification accompanies this Annual Report on Form
20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not,
except to the extent required by such Act, be deemed filed by the Company for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent that the Company specifically incorporates
it by reference.
EXHIBIT 13.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jeffrey R. Mason, Chief Financial Officer of Taseko Mines
Limited (the Company), hereby certify pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge: (i)
the Annual Report on Form 20-F of the Company for the fiscal year ended
September 30, 2005 (the Annual Report) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and (ii) the
information contained in the Annual Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. This written statement is being furnished to the Securities
and Exchange Commission as an exhibit to the Companys Annual Report on Form
20-F. A signed original of this statement has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request. This certification accompanies this Annual Report on Form
20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not,
except to the extent required by such Act, be deemed filed by the Company for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent that the Company specifically incorporates
it by reference.
FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 2005, 2004, and 2003 (Expressed in Canadian Dollars) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors We have audited the consolidated balance sheets of Taseko Mines
Limited as of September 30, 2005 and 2004 and the related consolidated statements
of operations, deficit and cash flows for each of the years in the three-year
period ended September 30, 2005. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our audit opinion. In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Taseko Mines Limited as of September 30, 2005 and 2004 and the results of its
operations and its cash flows for each of the years in the three-year period
ended September 30, 2005 in accordance with Canadian generally accepted accounting
principles. As discussed in note 3(f) to the consolidated financial statements,
the Company changed its method of accounting for site closure and reclamation
costs in the year ended September 30, 2005. Canadian generally accepted accounting principles vary in certain
significant respects from accounting principles generally accepted in the United
States of America. Information relating to the nature and effect of such differences
is presented in note 15 to the consolidated financial statements. /s/ KPMG LLP Chartered Accountants Vancouver, Canada KPMG LLP, a Canadian limited liability
partnership is the Canadian See accompanying notes to consolidated financial
statements. See accompanying notes to consolidated financial
statements. Supplementary cash flow disclosures (note 13) See accompanying notes to consolidated financial
statements. Nature of operations Taseko Mines Limited ("Taseko" or the
"Company") is a public company incorporated under the laws of the Province of
British Columbia. At September 30, 2005, the Company's principal business activities
related to the operations of the Gibraltar Copper Mine, and exploration on the
Companys 100% owned Gibraltar-area exploration properties, the Prosperity
Gold-Copper Property, and the Harmony Gold Property. The Gibraltar mine and
the Prosperity gold property are located in south central British Columbia,
Canada, near the City of Williams Lake. The Harmony gold property is located
on Graham Island, Queen Charlotte Islands (also known as Haida Gwaii), British
Columbia. The recoverability of the amounts shown
for the Gibraltar mine and related plant and equipment and supplies inventory
is dependent upon the existence of economically recoverable mineral resources
and future profitable production or proceeds from the disposition of the mine.
The Company is exploring its Prosperity and Harmony mineral properties and has
not yet determined the existence of economically recoverable reserves. The Companys
continuing operations are dependent upon the discovery and existence of economically
recoverable mineral reserves, the ability of the Company to obtain the necessary
financing to complete the exploration and development of its mineral property
interests, and upon future profitable production or proceeds from the disposition
of its mineral property interests. Basis of presentation and principles of consolidation These financial statements have been
prepared in accordance with Canadian generally accepted accounting principles.
A reconciliation of material measurement differences between these principles
and accounting principles generally accepted in the United States is shown in
note 15. These consolidated financial statements include the accounts of Taseko,
its wholly-owned subsidiaries, Gibraltar Mines Ltd. (note 5(a)) and 688888 BC
Ltd., and its 70% owned subsidiary Cuisson Lake Mines Ltd. All material intercompany accounts and
transactions have been eliminated. Significant accounting policies Cash and equivalents Cash and equivalents consist of cash and highly liquid
investments, having maturity dates of three months or less from the date
of acquisition, that are readily convertible to known amounts of cash. Revenue recognition Revenue from the sales of metal in concentrate is recognized
when persuasive evidence of a sales agreement exists, the title and risk
is transferred to the customer, collection is reasonably assured, and
the price is reasonably determinable. Revenue from the sales of metal
may be subject to adjustment upon final settlement of shipment weights,
assays and estimated metal prices. Adjustments to revenue for metal prices
are recorded monthly and other adjustments are recorded on final settlement.
Cash received in advance of meeting these revenue recognition criteria
is recorded as deferred revenue. Inventory Concentrate inventory is valued at the lower of cost
and net realizable value. Supplies inventory is valued at the lower of average
cost and replacement cost. Property, plant and equipment Plant and equipment are stated at cost less accumulated
amortization. Mining and milling assets are amortized using the units
of production method based on tons mined and milled, respectively, divided
by the estimated tonnage to be recovered in the mine plan. Amortization
for all other assets is calculated using the declining balance method
at rates ranging from 10% to 50% per annum. Repairs and maintenance expenditures are charged to
operations as incurred. Major improvements and replacements which extend
the useful life of the asset are capitalized. The costs of removing overburden and waste material
to access mineral deposits, referred to as "stripping costs", are considered
costs of the extracted minerals and recognized as a component of inventory
to be recognized in costs of sales in the same period as the revenue from
the sale of the inventory. Mineral property interests The Company capitalizes mineral property acquisition
costs on a property-by-property basis. Exploration expenditures and option
payments incurred prior to the determination of the feasibility of mining
operations are charged to operations as incurred. Development expenditures
incurred subsequent to such determination, to increase production, or
to extend the life of existing production are capitalized, except as noted
below. Such acquisition costs and deferred development expenditures are
amortized over the estimated life of the property, or written off to operations
if the property is abandoned, allowed to lapse, or if there is little
prospect of further work being carried out by the Company or its option
or joint venture partners. All costs incurred by the Company during the standby
care and maintenance period and restart at the Gibraltar mine were expensed
as incurred, net of revenues earned during such period. Mineral property acquisition costs include the cash
consideration and the fair market value of common shares, based on the
trading price of the shares at the agreement and announcement date, issued
for mineral property interests, pursuant to the terms of the relevant
agreement. Payments relating to a property acquired under an option or
joint venture agreement, where such payments are made at the sole discretion
of the Company, are recorded in the accounts upon payment. Costs related to feasibility work and the development
of processing technology are expensed as incurred. Costs incurred subsequent
to the determination of the feasibility of the processing technology will
be capitalized and amortized over the life of the related plant. Administrative expenditures are expensed as incurred. The amount presented for mineral property interests
represents costs incurred to date and accumulated acquisition costs, less
write-downs, and does not necessarily reflect present or future values. Site closure and reclamation costs Effective October 1, 2004, the Company adopted the
CICAs Handbook Section 3110, "Asset Retirement Obligations"
("HB 3110"). HB 3110 requires the recognition of any statutory, contractual
or other legal obligation related to the retirement of tangible long-lived
assets when such obligations are incurred, if a reasonable estimate of
fair value can be made. These obligations are measured initially at fair value
and the resulting costs are capitalized to the carrying value of the related
asset. In subsequent periods, the liability is adjusted for the accretion
of the discount and any changes in the amount or timing of the underlying
future cash flows. The asset retirement cost is amortized to operations
over the life of the asset. Changes resulting from revisions to the timing
or the amount of the original estimate of undiscounted cash flows are
recognized as an increase or a decrease in the carrying amount of the
liability, and the related asset retirement cost capitalized as part of
the carrying amount of the related long-lived asset. The Company adopted HB 3110 retroactively, with restatement
of prior periods presented. Adoption of HB 3110 resulted in a decrease
in supplies inventory of $2,277,397, a decrease in property, plant
and equipment of $8,779,655, a decrease in provision for site closure
and reclamation of $16,960,000 and a decrease in opening deficit of
$5,902,948 as of October 1, 2004. Net loss for the years ended September
30, 2004 and 2003 has been increased by $724,348 and $626,536
respectively. At September 30, 2005, the Company had cash reclamation
deposits totalling $18,281,420 (2004 $17,647,056) comprised
of $18,091,078 (2004 $17,456,714) for the Gibraltar mine,
$15,342 (2004 $15,342) for the Prosperity project, and
$175,000 (2004 $175,000) for the Harmony project. Impairment of long-lived assets Long-lived assets, including mineral property, plant
and equipment, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset. If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment
charge is recognized by the amount by which the carrying amount of the
asset exceeds the fair value of the asset. Assets to be disposed of would
be separately presented in the balance sheet and reported at the lower
of the carrying amount and the fair value less costs to sell, and are
no longer amortized. Share capital The Company records proceeds from share issuances
net of issue costs. Shares issued for consideration other than cash are
valued at the quoted market price on the date the agreement to issue shares
was reached. The proceeds, net of issue costs, from common shares
issued pursuant to flow-through share financing agreements are credited
to share capital and the tax benefits of these exploration expenditures
are transferred to the purchaser of the shares. Stock-based compensation The Company has a share option plan which is described
in note 10(d). The Company records all stock-based payments granted on
or after October 1, 2002 using the fair value method. Under the fair value method, stock-based payments
are measured at the fair value of the consideration received or the fair
value of the equity instruments issued or liabilities incurred, whichever
is more reliably measurable, and are charged to operations over the vesting
period. The offset is credited to contributed surplus. Consideration received on the exercise of stock options
is recorded as share capital and the related contributed surplus is transferred
to share capital. Income taxes The Company uses the asset and liability method of
accounting for income taxes. Under this method, future income tax assets
and liabilities are computed based on differences between the carrying
amounts of assets and liabilities on the balance sheet and their corresponding
tax values, generally using the substantively enacted income tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Future income tax
assets also result from unused loss carry forwards, resource-related pools,
and other deductions. Future tax assets are recognized to the extent that
they are considered more likely than not to be realized. The valuation of future income
tax assets is adjusted, if necessary, by the use of a valuation allowance
to reflect the estimated realizable amount. Earnings per common share Basic earnings (loss) per common share is based on
the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated using
the treasury stock method. Under the treasury stock method, the weighted
average number of common shares outstanding used for the calculation of
diluted earnings per share includes the underlying common shares to the
tracking preferred shares and convertible debenture on an if-converted
basis and assumes that the proceeds to be received on the exercise of
dilutive share options and warrants are used to repurchase common shares
at the average market price during the period. In periods of loss, under the treasury stock method,
the basic and diluted loss per share are the same as the effect of common
shares issuable upon the exercise of warrants, and stock options of the
Company would be the same. Earnings (loss) per common share reflects the accretion
expense on convertible debentures of $1,075,478 (2004 $977,705;
2003 $888,823), which is charged directly to deficit. Variable interest entities Effective October 1, 2004, the Company adopted the
Canadian Institute of Chartered Accountants ("CICA") Accounting Guideline
15, "Consolidation of Variable Interest Entities" ("AcG15") on a prospective
basis. AcG15 prescribes the application of consolidation principles for
entities that meet the definition of a variable interest entity ("VIE").
An enterprise holding other than a voting interest in a VIE could, subject
to certain conditions, be required to consolidate the VIE if it is considered
its primary beneficiary whereby it would absorb the majority of the VIEs
expected losses, receive the majority of its expected residual returns,
or both. The adoption of this new standard had no effect on the consolidated
financial statements as management has concluded the Company does not
have any VIEs. Fair value of financial instruments The carrying amounts of cash and equivalents, accounts
receivable, prepaid expenses, reclamation deposits, bank operating loan,
and accounts payable and accrued liabilities approximate their fair values
due to their short term nature. At September 30, 2005, the carrying values of the
promissory note, capital lease obligations, restricted cash, vehicle loans,
and the royalty obligation approximate their fair values. The fair values of the convertible debenture and the
tracking preferred shares are not readily determinable with sufficient
reliability due to the difficulty in obtaining appropriate market information.
It is not practicable to determine the fair values of the advances due
to/from related parties because of the related party nature of such amounts
and the absence of a secondary market for such instruments. Details of
the terms of these financial instruments are disclosed in these notes
to the financial statements. Use of estimates The preparation of financial statements requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting year. Significant areas requiring the
use of management estimates relate to the impairment of mineral property
interests and plant and equipment, the balances of reclamation liability
and capital lease obligation, income taxes, valuation allowances for future
income tax assets, rates for amortization, the assumptions used in computing
stock-based compensation, the fair value of the option to convert the
debenture into common shares and future cash flows related thereto, receivables
from sales of concentrate and valuation of concentrate inventory, and
the determination of mineral reserves and mine life. Actual results could
differ from these estimates. Segment disclosures The Company operates in a single reportable operating
segment, the exploration, development and operation of mineral property
interests, within the geographic area of British Columbia, Canada. Comparative figures Certain of the prior years' comparative figures have
been restated to conform with the presentation adopted for the current
year. Arrangement agreement (tracking preferred shares
and Harmony Gold Property) In October 2001, the Company and its
subsidiary Gibraltar Mines Ltd. ("Gibraltar") completed the acquisition of the
Harmony Gold Property and related assets from Continental Minerals Corporation
("Continental"), a British Columbia company with certain directors in common
with Taseko, for 12,483,916 series "A" non-voting tracking preferred shares
of Gibraltar and $2.23 million cash. The tracking preferred shares are designed
to track and capture the value of the Harmony Gold Property and will be redeemed
for common shares of Taseko upon a realization event, such as a sale of the
Harmony Gold Property to a third party or commercial production at the Harmony
Gold Property, or at the option of Gibraltar, if a realization event has not occurred within ten years. Accordingly,
the tracking preferred shares have been classified within shareholders
equity on the consolidated balance sheet. As this acquisition was a related party
transaction not in the normal course of business and did not result in the culmination
of an earnings process, the acquisition was recorded by the Company at the net
book value of the assets transferred, net of cash consideration, as follows: As previously noted, the Gibraltar tracking
preferred shares are redeemable for common shares of Taseko upon the occurrence
of certain value realization events for the Harmony Gold Property. The tracking
preferred shares are redeemable at specified prices per common share of Taseko
starting at $3.39 and escalating by $0.25 per year, currently at $4.14 (as of
September 30, 2005). If a realization event does not occur on or before October
16, 2011, Gibraltar has the right to redeem the tracking preferred shares for
Taseko common shares at a deemed price equal to the greater of the then average
20 day trading price of the common shares of Taseko and $10.00. The Taseko common
shares to be issued to Continental upon a realization event will in turn be
distributed pro-rata, after adjustment for any taxes, to the holders of redeemable
preferred shares of Continental that were issued to Continental shareholders
at the time of the Arrangement Agreement. Mineral property interests Gibraltar Copper Mine In July 1999, the Company acquired a 100% interest in
the Gibraltar Copper Mine mineral property, located near Williams Lake,
British Columbia, Canada from Boliden Westmin (Canada) Limited ("BWCL")
for $3.3 million. The acquisition of the Gibraltar mine, which had been
on care and maintenance since 1998, included plant and equipment and supplies
inventory of the Gibraltar mine, and $8 million of funds set aside for
future reclamation. As part of its 1999 operating permits, the Company
had agreed to incur a total of $4 million on reclamation and environmental programs during the six year period
July 1999 to July 2005. The Gibraltar mine final reclamation and closure
plan is updated every five years. The most recent reclamation plan and
closure report was approved by the British Columbia Ministry of Energy
and Mines in 2004. Pursuant to this approved closure plan, the Ministry
agreed that the Company had satisfied the $4 million reclamation obligation
required under the 1999 operating permits. The agreement contained certain indemnification clauses.
The $8 million of funds set aside for future reclamation were considered
a "Qualified Environmental Trust" for Canadian income tax purposes. During
the year ended September 30, 2003, the Government of British Columbia
released these funds from the Trust, which resulted in an income inclusion
to the Company, and consequently resulted in the Company utilizing $3.57
million of tax pools otherwise available to it. The Company has made claim
to BWCL for this estimated tax liability under the indemnification terms
of the agreement. No amount has been recognized in these consolidated
financial statements related to this claim. During fiscal 2001, the Company wrote down the accumulated
mineral property interest acquisition costs related to the Gibraltar mine
to a nominal amount of $1,000. Part of the Gibraltar mine consists of waste rock
dumps which the Company has an obligation to reclaim. In November 2002,
the Company entered into a Landfill Management Agreement and an associated
Partnering Agreement with the Cariboo Regional District ("CRD"), whereby
the CRD funded the Company to construct (which the Company completed),
operate, manage and maintain, on an ongoing basis, a municipal landfill
on certain of the waste rock dumps for the CRD for the life of the landfill,
expected to be in excess of 80 years. During the year ended September 30, 2004, the Company
commenced restart activities and entered into an agreement with Ledcor
CMI Ltd. and Ledcor Mining Ltd. (together "Ledcor"), whereby Ledcor would
finance certain equipment and commission, restart, and operate the Gibraltar
mine. Ledcors primary responsibility was the commissioning and the
operating of the mine in addition to other aspects of mine operations,
including drilling, blasting, loading and hauling of ore and waste as
well as the recruitment of personnel and the maintenance of equipment
and facilities. Pursuant to the agreement, the Company is required
to maintain a bank account with a balance of at least $5 million in
a "product revenue account", for the purposes of providing a working capital
reserve for operations and general administrative costs. The Company granted
a general security agreement in favour of Ledcor in the amount of $5.8
million and a second charge on certain mine equipment with an appraised
fair value of at least $5.8 million. Under certain circumstances,
a fee of up to $7 million (reducing by $250,000 per month, commencing
October 2005) is payable upon the termination of the agreement prior to
February 1, 2008. Prosperity Gold-Copper Property The Company owns 100% of the Prosperity Gold-Copper
Property, consisting of 196 mineral claims covering the mineral rights
for approximately 85 square km in the Clinton Mining Division in south
central British Columbia, Canada. The $28.66 million cash and share consideration to acquire the Prosperity property was
written down to a nominal $1,000 value in fiscal 2001, to reflect the
extended depressed conditions in the metals markets. In May 2005, the Company entered into an option agreement
with Amarc Resources Ltd ("Amarc"), a public company with certain directors
in common with Taseko, for Amarc to earn a 50% interest in the Wasp and
Anvil properties currently held by Taseko, which are located approximately
15 kilometers southeast of the Company's Prosperity project. Amarc will
be the operator and can acquire its interest by incurring $150,000 of
exploration expenditures over a two year period. To September 30, 2005,
Amarc had incurred $nil of eligible exploration expenditures on these
properties. Harmony Gold Property Under the terms of an arrangement agreement (note 4),
the Company acquired a 100% interest in the Harmony Gold Property in fiscal
2002. The Company does not believe there has been a fundamental
change in the nature of the Harmony Gold Property; however, as the Company
had not conducted significant exploration or development on the property
in the last several years the Harmony Gold Property was written down to
a nominal value of $1,000 during the year ended September 30, 2004. Acquisition agreements Gibraltar Engineering Services Limited Partnership
("GESL Partnership") In fiscal 2001, Gibraltar Mines Ltd.,
Gibraltar Engineering Services Limited Partnership (the "GESL Partnership"),
and Cominco Engineering Services Ltd. concluded an agreement to jointly complete
an evaluation for a potential hydrometallurgical copper refinery at the Gibraltar
mine. In December 2001, the GESL Partnership completed a private placement of
limited partnership units for aggregate proceeds of $1.85 million to partially
fund the evaluation work. In February 2002, the Company issued 4,966,659 Taseko
common shares at $0.44 per share to acquire Gibraltar Refinery (2002) Ltd.,
which had acquired certain of the private placement units of the GESL Partnership.
A further $3 million of expenditures were incurred by the GESL Partnership,
which were financed by a separate partnership, the GESL Refinery Process ("GRP")
Partnership, for a total financing amount of $4.85 million. In December 2002,
a general partnership interest in the GRP Partnership was acquired and financed
by a third party for $3.0 million. In April 2003, under a plan of arrangement,
the Company issued 7,446,809 Taseko common shares for total consideration of
$3.5 million to complete the acquisition of Gibraltar Engineering Services Limited
("GESL"), which had acquired the remaining business of the GESL Partnership. Gibraltar Reclamation Trust Limited
Partnership ("GRT Partnership") In December 2003, the GRT Partnership
completed a private placement of limited partnership units for aggregate proceeds
of $18.6 million, and entered into a joint venture arrangement with Gibraltar
Mines Ltd., with the purpose of restarting the Gibraltar mine with the funds
raised. Gibraltar Mines Ltd., as its contribution to the joint venture, was
to contribute the use of its mine assets and fund the start-up expenses of the
Gibraltar mine, and the GRT Partnership funded a qualifying environmental trust
("QET"), which consequently allowed Gibraltar Mines Ltd. to access other funds
then held by the Government of British Columbia as a security for the mines
environmental reclamation obligations. Under the joint venture agreement, the
GRT Partnership was to be entitled to certain revenues or production share from
the Gibraltar mine following the resumption of production. In March 2004, the Company issued 7,967,742
common shares at $2.79 per share for total consideration of $22.23 million to
acquire all of the units of the GRT Partnership. In conjunction with this agreement,
certain directors and officers of the Company personally guaranteed certain
obligations to third parties on behalf of the Company to the extent of $4.5
million. In consideration for the guarantee, the Company issued 225,000 common
shares at $2.00 per share to those directors and officers. Farmout Agreement In December 2003, the Company entered into a Farmout
Agreement (the "Agreement") with Northern Dynasty Minerals Ltd. ("Northern
Dynasty") and Rockwell Ventures Inc. ("Rockwell"), each public companies
with certain directors in common with the Company. Under the terms of
the Agreement, the Company granted to Northern Dynasty, and to Rockwell,
rights to earn joint venture working interests, subject to a maximum of
$650,000 in the case of Northern Dynasty and $200,000 in the case of Rockwell,
on certain exploration properties located in the vicinity of the Gibraltar
mine property. For a period of 150 days after Northern Dynasty and Rockwell
earned their working interests, the Company had the right to purchase
their interests at 110% in cash or in common shares of the Company, at
the Company's option. If the Company elected to issue common shares, the
common shares to be issued were to have been valued at the weighted average
ten-day trading price as traded on the TSX Venture Exchange. In December 2003, Northern Dynasty earned an interest
in these properties to the extent of $650,000 and Rockwell earned an interest
in these properties to the extent of $200,000. In March 2004, Taseko exercised
its right to purchase the interests earned by Northern Dynasty and Rockwell
by issuing 256,272 common shares to Northern Dynasty and 78,853 common
shares to Rockwell. Royalty Agreement (promissory note and royalty obligation) In September 2004, the Company entered into agreements
with an unrelated investment partnership, Red Mile Resources No. 2 Limited
Partnership ("Red Mile"). Gibraltar Mines Ltd. sold to Red Mile a royalty
for $67.357 million cash, which cash was received on September 29, 2004. These funds were subsequently loaned
to a trust company (and a promissory note received) and the Company pledged
the promissory note along with interest earned and to be earned thereon for
a total of $70.2 million to secure its royalty obligations under the agreements. At September 30, 2005, the promissory
note amounted to $72,317,854 (2004 $68,172,380), of which $2,637,499
was current, while the royalty obligation amounted to $68,790,797 (2004 $67,357,000)
of which $2,637,499 was current. Pursuant to the agreements, the Company
received an aggregate of $10.5 million in fees and interest for services performed
in relation to the Red Mile transaction, of which $5.25 million was received
in each of September 2004 and December 2004, and included in interest and other
income. The amount of $5.25 million received
in September 2004 included $1.75 million for indemnifying an affiliate of Red
Mile from any claims relating to a breach by Gibraltar Mines Ltd. under the
royalty agreement. The funds received in respect of the indemnification are
presented as deferred revenue, and are recognized over the expected remaining
life of the royalty agreement, with $1,575,000 (2004 $1,750,000), of
which $175,000 was current, remaining as deferred as at September 30, 2005.
Annual royalties will be payable by Gibraltar
Mines Ltd. to Red Mile at rates ranging from $0.01 per pound to $0.14 per pound
of copper produced during the period from the commencement of commercial production
(as defined in the agreement) to the later of (i) December 2014 and (ii) five
years after the end of commercial production from the mine. Gibraltar Mines
Ltd. is entitled to have released to it funds held under the promissory note
and interest thereon to fund its royalty obligations to the extent of its royalty
payment obligations. The Company has a pre-emptive option
to effectively purchase ("call") the royalty interest by acquiring the Red Mile
partnership units at a future date in consideration of a payment which is (i)
approximately equal to the funds received by the Company less royalty payments
to date, or (ii) fair value, whichever is lower. Under certain circumstances,
the investors in Red Mile also have a right to sell ("put") their Red Mile partnership
units to the Company at fair value; however such right is subject to the Company's
pre-emptive right to exercise the "call" in advance of any "put" being exercised
and completed. The Company has granted to Red Mile a
net profits interest ("NPI"), which survives any "put" or "call" of the Red
Mile units. The NPI is applicable for the years 2011 to 2014 and is 2% if the
price of copper averages US$2.50 to US$2.74 per pound, 3% if the price of copper
averages US$2.75 to US$2.99 per pound and 4% if the price of copper averages
US$3.00 per pound or greater for any year during that period. The US-dollar
pricing amounts specified above are based upon an exchange rate of US$0.75 for
Cdn$1.00, and shall be adjusted from time to time by any variation of such exchange
rates. No NPI is payable until the Company reaches a pre-determined aggregate
level of revenues less defined operating costs and expenditures. No NPI is payable
at September 30, 2005. Property, plant and equipment In accordance with the Gibraltar mine
permit, the Company has pledged the mine's plant and certain equipment which,
when taken at market value and combined with reclamation deposits (approximately
$18.1 million at September 30, 2005), provide the Government of British Columbia
with the required security for the estimated reclamation liability on the Gibraltar
mine. Assets under capital leases In March 2004, the Company purchased
a mining shovel for approximately $13.0 million and in May 2004, the Company
purchased five mine haul trucks for approximately $10.7 million. Approximately
$0.5 million was incurred installing the equipment at the Gibraltar mine. In October 2004, the Company sold the
mining shovel and the five haul trucks for approximately $22.0 million, of which
approximately $17.5 million was received, net of a 20% down payment (approximately
$4.5 million) which was funded by the Company. The purchaser leased the shovel
and trucks to a subsidiary of Ledcor CMI Ltd. ("Ledcor"), and this equipment
is used at the Gibraltar mine. The Company has accounted for this as a sale-leaseback
transaction (note 8), and has recorded a loss on sale of approximately $2.2
million. The assets under capital leases are being
amortized on a units-of-production basis over tons mined. Amortization expense
for assets under capital lease for the year ended September 30, 2005 amounted
to $1,556,693 (2004 $nil; 2003 $nil). The Company has certain mining equipment
which it acquired pursuant to a sale-leaseback arrangement in October 2004 (note
7). The associated capital leases are payable in US dollars at variable floating
interest rates ranging from approximately 6% to 10%. These capital leases have
terms of 48 months, and are secured by the mining equipment to which they relate.
Minimum required payments, in US dollars, on these leases until extinguishment
are as follows: In Canadian dollars, the obligation is
presented as: A lease guarantee fee of approximately
US$46,500 ($54,000) per month, until the earlier of October 2008 or the extinguishment
of the leases, is payable in addition to the above amounts. The Company has the right to acquire,
and the lessor has the right to oblige the Company to acquire, this equipment
for residual values totaling approximately US$7.3 million ($8.5 million) at
the end of the lease term in September 2008. Operating line of credit and vehicle loans The Company had an unsecured $2 million
operating line of credit with a Canadian chartered bank at an interest rate
of prime, due on demand, with no fixed terms of repayment. All amounts owing
were paid and the line of credit was cancelled during the year ended September
30, 2005. The Company has a series of loans related
to certain of the on-road vehicles used at the mine site, at interest rates
ranging from 0% to 9.75% . Most of these loans have a term of 36 months, and
are secured by the vehicles to which they relate. The required payments on these
loans until extinguishment are as follows: Share capital Authorized Authorized share capital of the Company consists of
200,000,000 common shares without par value. Issued and outstanding Convertible debenture On July 21, 1999, in connection with the acquisition
of the Gibraltar mine, the Company issued a $17 million interest-free
debenture to BWCL, which is due on July 21, 2009, but is convertible into
common shares of the Company over a 10 year period commencing at a price
of $3.14 per share in year one and escalating by $0.25
per share per year thereafter ($4.64 per share as at September 30, 2005). BWCLs
purchase of the convertible debenture was receivable as to $4,000,000 in July
1999, $1,000,000 on October 19, 1999, $3,500,000 on July 21, 2000, and $8,500,000
by December 31, 2000, all of which were received. BWCL has the right to convert,
in part or in whole from time to time, the debenture into fully paid common
shares of the Company from year one to year ten, but has not requested any conversions
to date. From the commencement of the sixth year
to the tenth year, the Company has the right to automatically convert the debenture
into common shares at the then-prevailing market price. Since the Company has
the right and the intention to settle the convertible debenture through the
issuance of common shares, notwithstanding the Companys right to settle
the debenture with cash, it has been included as a separate component of shareholders
equity on the balance sheet. Commencing October 1, 2005, as a result of a new
accounting standard which the Company will adopt on that date, the convertible
debenture will be presented as a long term liability. Accounting standards in Canada for compound
financial instruments require the Company to allocate the proceeds received
from the convertible debenture between (i) the estimated fair value of the option
to convert the debenture into common shares and (ii) the estimated fair value
of the future cash outflows related to the debenture. At issuance, the Company
estimated the fair value of the conversion option by deducting the present value
of the future cash outflows of the convertible debenture, calculated using a
risk-adjusted discount rate of 10%, from the face value of the principal of
the convertible debenture. The residual carrying value of the convertible debenture
is required to be accreted to the face value of the convertible debenture over
the life of the debenture by, in the Companys case, a direct charge to
deficit. The continuity of the convertible debenture is as follows: Share purchase option plan The Company has a share purchase option plan approved
by the shareholders that allows it to grant a maximum of 10% of the issued
and outstanding common shares of the Company at the time an option is
granted, less common shares reserved or issued in the plan, subject to
regulatory terms and approval, to its employees, officers, directors and
consultants. The exercise price of each option may be set equal to or
greater than the closing market price of the common shares on the TSX
Venture Exchange on the day prior to the date of the grant of the option,
less any allowable discounts. Options have a maximum term of ten years
and terminate 30 to 90 days following the termination of the optionees
employment or term of engagement, except in the case of retirement or
death. Vesting of options is at the discretion of the Board of Directors
at the time the options are granted. The continuity of share purchase options is as follows: The following table summarizes information
about share purchase options outstanding at September 30, 2005: As at September 30, 2005, 8,053,834 of
the options outstanding had vested with optionees and were exercisable. The exercise prices of all share purchase
options granted during the year were equal to the market price at the grant
date. Using an option pricing model with the assumptions noted below, the estimated
fair value of all options granted during the year have been reflected in the
statement of operations as follows: The grant date fair value of options
granted during the year ended September 30, 2005 was $1,357,502 (2004
$5,171,890; 2003 $64,799). The weighted average assumptions used
to estimate the fair value of options during the years ended September 30, 2005,
2004, and 2003 were: Share purchase warrants The continuity of share purchase warrants during the
year ended September 30, 2005 is as follows: Subject to a 45-day accelerated expiry upon notice if,
at any time after the regulatory four-month hold period, the closing price
of the Company's common shares, as traded on the TSX Venture Exchange,
is at least $1.50 for ten consecutive trading days. As at September 30,
2005, management had not given notice of this accelerated expiry. Subject to a 45-day accelerated expiry upon notice if,
at any time after the regulatory four-month hold period, the closing price
of the Company's common shares, as traded on the TSX Venture Exchange,
is at least $2.80 for ten consecutive trading days. Subsequent to the year ended September
30, 2005, a total of 1,320,000 warrants were exercised for gross proceeds of
$990,000. The continuity of share purchase warrants
during the year ended September 30, 2004 is as follows: The continuity of share purchase warrants
during the year ended September 30, 2003 is as follows: Contributed surplus Site closure and reclamation obligations The continuity of the provision for site
closure and reclamation costs related to the Gibraltar mine is as follows: The estimated amount of the reclamation
costs, adjusted for estimated inflation at 2.5% per year, in 2017 dollars, is
$49.4 million (September 30, 2004 $32.7 million) and are expected to
be spent over a period of approximately three years beginning in 2017. The credit-adjusted
risk free rate at which the estimated future cash flows have been discounted
is 10%, to arrive at a net present value of $17,314,000 (2004 $15,740,000).
The accretion of $1,574,000 (2004 $1,431,000; 2003 $1,300,000)
is charged to the statement of operations. In accordance with the Gibraltar mine
permit, the Company has pledged the mines plant and certain equipment
(note 6) which, when taken at market value and combined with reclamation deposits
(approximately $18.3 million at September 30, 2005), provide the Government
of British Columbia with the required security for the estimated reclamation
liability for principally the Gibraltar mine and the reclamation obligations
related to the Prosperity and Harmony properties, which are not significant
as these projects are in the exploration stage. Income taxes Income tax expense (recovery) differs
from the amount which would result from applying the statutory Canadian income
tax rates (2005 39.5%, 2004 40.9%) for the following reasons: As at September 30, 2005 and 2004, the
estimated tax effect of the significant components within the Companys
future tax assets were as follows: At September 30, 2005 the Company's tax
attributes included non capital losses in Canada totaling approximately $nil
(2004 $3.1 million), capital losses totaling approximately $0.9 million
(2004 $0.9 million) which are available indefinitely to offset future
taxable capital gains, and resource tax pools totaling
approximately $13.3 million (2004 - $21.0 million) which are available indefinitely
to offset future taxable income. The Company has accrued a tax provision
of a subsidiary company of approximately $19.6 million (2004 $23.7 million).
This provision reflects an amount which management believes is less than likely
of ever becoming payable. In addition, the subsidiary would exhaust all appeals
if any taxes in connection with this accrual were actually assessed against
the subsidiary. The amount represents a potential liability which has been recognized
in a conservative manner in accordance with Canadian generally accepted accounting
principles. It does not represent a payable amount based on any filed, or expected
to be filed, tax return nor has any taxation authority assessed the amount or
any portion thereof as payable. Supplementary cash flow disclosures In addition to the non-cash operating,
financing and investing activities primarily disclosed, the Companys non-cash
operating, financing and investing activities were as follows: Related party transactions and advances Related party transactions not disclosed
elsewhere in these consolidated financial statements are as follows: Hunter Dickinson Inc. ("HDI") is a private company owned
equally by nine public companies, one of which is Taseko. HDI has certain
directors in common with the Company and provides geological, corporate
development, administrative and management services to, and incurs third
party costs on behalf of, the Company and its subsidiaries on a full cost
recovery basis pursuant to an agreement dated December 31, 1996. Hunter Dickinson Group Inc. is a private company with
certain directors in common that provides consulting services to the Company. Advances are non-interest bearing and due on demand. Differences between Canadian and United States GAAP These consolidated financial statements have been prepared
in accordance with Canadian generally accepted accounting principles (Canadian
GAAP). The material differences between Canadian GAAP and United
States generally accepted accounting principles ("US GAAP") are summarized
below: There are no material differences
between Canadian GAAP and US GAAP in the consolidated statement of cash
flows, except that for US GAAP restricted cash of $Nil (September 30,
2004 - $Nil, September 30, 2003 – $1,584,000) would be excluded
from cash and equivalents with a corresponding adjustment in financing
activities. A description of US GAAP and the rules prescribed by the
United States Securities and Exchange Commission (SEC) that
result in material differences from Canadian GAAP follows: Under Canadian GAAP, the present value of the convertible
debenture disclosed in note 10(c) is presented as equity, whereas under
US GAAP the convertible debenture at its face value would be presented
as a long-term liability. Under Canadian GAAP, the accretion of the residual carrying
value of the convertible debenture to the face value of the convertible
debenture over the life of the debenture is charged directly to deficit.
Under US GAAP, no such accretion would be required. The presentation in
this reconciliation of this difference has been revised from that presented
in prior years. In June 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations (SFAS 143). SFAS 143 requires the Company
to record the fair value of an asset retirement obligation as a liability
in the period in which it incurs a legal obligation associated with the
retirement of tangible long-lived assets that result from the acquisition,
construction, development and/or normal use of the assets. The Company
also records a corresponding asset which is amortized over the life of
the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period
to reflect the passage of time (accretion expense) and changes in the
estimated future cash flows underlying the obligation (asset retirement
cost). For purposes of the reconciliation, the Company adopted SFAS 143
effective October 1, 2002. Under US GAAP, on adoption of SFAS 143 on October
1, 2002, the Company would have recorded income of $11,651,262 million
as the cumulative effect of the change in accounting principles, a net
decrease of $2,282,954 to inventories, a net decrease of $10,154,214
to property, plant and equipment, and a decrease in the provision for
site closure and reclamation of $24,088,430 to reflect the effect
of this change in the method of accounting for asset retirement obligations
compared to the amounts previously recorded in the Companys consolidated
financial statements prepared under Canadian and US GAAP. Effective October 1, 2004, the Company adopted the
new Canadian accounting standard for asset retirement obligations, which
is substantively the same as SFAS 143 (see note 3(f)). On adoption of
the Canadian standard, the amount of the adjustment to site closure and
reclamation was measured retroactively and recognized on October 1, 2004.
There were certain changes in the Company’s estimate
of future cashflows underlying the obligation during fiscal 2005 and 2004
which have been incorporated into the Company’s retroactive adoption
of the Canadian standard on Oct 1, 2004. However, pursuant to US GAAP,
and due to the earlier adoption of SFAS 143 in fiscal 2003, changes in
estimates of future cash flows underlying the obligation are recognized
on a prospective basis. Accordingly, under US GAAP, property, plant and
equipment would increase for the year ended September 30, 2005 by $5,320,000
(2004 - $1,434,000) and the reclamation liability would decrease by nil
(2004 - $3,886,000). Under Canadian income tax legislation, a company is
permitted to issue shares whereby the company agrees to incur qualifying
expenditures and renounce the related income tax deductions to the investors.
Under Canadian GAAP, the Company has accounted for the issue of flow-through
shares by crediting share capital for the amount of the proceeds received
when renounced. For US GAAP, the premium paid in excess of the fair
value of non-flow-through shares is credited to other liabilities and
included in operations over the period in which the Company incurs the
qualified expenditures. Also, notwithstanding whether there is a specific
requirement to segregate the funds, the flow-through funds which were
unexpended at the consolidated balance sheet dates are considered to be
restricted and are not considered to be cash and cash equivalents under
US GAAP. At September 30, 2005 and 2004 there were no unexpended flow-through
funds. Under US GAAP, through to March 31, 2004, mineral
properties without proven and probable reserves were classified as intangible
assets, subject to amortization over the earlier of their useful life
or the expiry of the mineral claim (without consideration of any renewal
periods). Accordingly, the Harmony Property and the Prosperity Property
were being amortized over ten years. This resulted in additional amortization
expense of $1,556,140 in 2003 being recorded under US GAAP. Effective
April 1, 2004, pursuant to EITF 04-2 “Whether Mineral Rights
are Tangible or Intangible Assets”, the Company reclassified
its mineral properties as tangible assets and ceased amortizing them.
Under Canadian GAAP, mineral properties may be classified
as capital assets and amortized once the mineral property is put into
operation, or written off to operations when the property is abandoned
or allowed to lapse, when the carrying value exceeds its fair value, or
if there is little prospect of further exploration work being carried
out. As such, for Canadian GAAP, no amortization of mineral properties
was recorded for any year presented. US GAAP requires mineral property exploration and
land use costs to be expensed as incurred until commercially recoverable
deposits are determined to exist within a particular property, as cash
flows cannot be reasonably estimated prior to such determination. For
all periods presented, the Company has expensed all mineral property exploration
and land use costs for both Canadian and US GAAP purposes. However, in
fiscal 2001 and prior years, mineral property exploration costs were capitalized
for Canadian GAAP purposes. As a result of the Company capitalizing mineral
property exploration costs for Canadian GAAP purposes, $13,250,898 of
mineral property exploration costs included in the book value of the Harmony
Gold Property at the date of its purchase by Taseko in fiscal 2001 would
have been previously expensed for US GAAP purposes. Accordingly, for US
GAAP purposes, these costs would have been excluded from the value allocated
to the tracking preferred shares of the Company (note 4) upon the acquisition
of the Harmony Gold Property. In August 2001, the FASB issued Statement of Financial
Accounting Standards No. 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets” (“SFAS 144”).
SFAS 144 addresses financial accounting and reporting for the impairment
or disposal of long-lived assets. This statement requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to future net cash flows expected to
be generated by the asset. If the carrying amount of an asset exceeds
its estimated future cash flows, an impairment charge is recognized in
the amount by which the carrying amount of the asset exceeds the fair
value of the asset. SFAS 144 also broadens the definition of discontinued
operations to include all distinguishable components of an entity that
will be eliminated from ongoing operations. The Company adopted SFAS 144
on October 1, 2002, on a prospective basis, and there are no material
differences between the treatment under Canadian and US GAAP. As the Company had not conducted significant exploration
or development on the Harmony Gold Property in the last several years
the property was written down to a nominal value of $1,000 during the
year ended September 30, 2004. Although the treatment for the impairment
of long-lived assets is the same for Canadian and US GAAP, as a result
of a lower initial carrying value, as described in note 15(e) above, and
the accumulated amortization of the Harmony Gold Property for US GAAP
purposes, as described in note 13(d) above, the Harmony Gold Property
had different carrying values for Canadian and US GAAP prior to its impairment.
Consequently, the write down of the Harmony Gold Property was $12,447,318
in 2004 for US GAAP purposes. For Canadian GAAP the write down was $28,810,296
in 2004.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
(Exact
name of Registrant specified in its charter)
(Jurisdiction of
incorporation or organization)
Vancouver, British
Columbia, Canada, V6C 2V6
(Address of principal executive
offices)
Title of Each Class
Name of each exchange on which registered
Common Shares without Par Value
American Stock Exchange
(Title of Class)
Bio-oxidation
Epithermal deposit
Induced polarization ("IP") survey
mineral reserve
mineral resource
Mineral symbols
Au Gold; Cu Copper; Pb Lead; Ag Silver;
Zn Zinc; Mo molybdenum.
Porphyry deposit
Solvent extraction electrowinning
("SX-EW")
Metric Units
Multiply by
Imperial Units
hectares
2.471
= acres
metres
3.281
= feet
kilometres
0.621
= miles (5,280 feet)
grams
0.032
= ounces (troy)
tons
1.102
= short tons (2,000 lbs)
grams/ton
0.029
= troy ounces per short ton
CANADIAN GAAP
2005
2004
2003
2002
2001
(restated)
(restated)
(restated)
(restated)
BALANCE SHEET
Total assets
$
190,997
$
130,866
$
49,471
$
47,873
$
18,804
Total liabilities
150,057
125,027
18,161
20,048
14,755
Share capital
160,829
150,481
99,446
91,889
61,255
Tracking preferred shares
26,642
26,642
26,642
26,642
26,642
Convertible debenture equity
21,653
20,577
19,599
18,710
17,902
Contributed surplus
5,335
4,948
65
Deficit
(173,519
)
(196,809
)
(114,442
)
(109,416
)
(101,751
)
Shareholders equity (deficit)
40,940
5,839
31,310
27,825
(4,048
)
Working capital (deficit)
6,357
(22,291
)
(19
)
(6,559
)
(2,588
)
Plant and equipment (net)
9,914
26,980
69
4
6
Mineral property interests
3
3
28,813
28,813
602
STATEMENT OF OPERATIONS
Revenue
87,638
Cost of sales
57,800
Treatment and transportation costs
13,549
Amortization
2,657
17
43
2
3
Interest and other income
10,549
5,154
721
552
1,110
Accretion of reclamation obligation
1,574
1,431
1,300
1,183
1,075
Exploration
506
4,598
2,025
1,955
3,797
Foreign exchange
34
Loss (gain) on sale of equipment
2,161
(132
)
General and administrative expenses
2,412
2,693
1,058
1,972
3,391
Interest expense
3,175
Premium paid for acquisition of Gibraltar
Reclamation Trust Ltd. Partnership
5,095
Refinery project
500
1,699
3,572
Restart project
6,347
14,982
Stock based compensation
1,129
5,172
65
Write downs of mineral property
acquisition costs
28,810
599
41,252
Current income taxes expense (recovery)
(4,099
)
23,744
Future income taxes
expense (recovery)
(13,423
)
Income (loss) for the year
$
24,365
$
(81,389
)
$
(4,138
)
$
(6,858
)
$
(51,980
)
Income (loss) per common share - basic
$
0.24
$
(1.09
)
$
(0.09
)
$
(0.23
)
$
(2.07
)
Income (loss) per
common share - diluted
$
0.22
$
(1.09
)
$
(0.09
)
$
(0.23
)
$
(2.07
)
Weighted average number of common shares
outstanding (thousands) - basic
100,022
75,113
46,984
30,338
25,068
Weighted average number of common shares
outstanding (thousands) - diluted
110,733
75,113
46,984
30,338
25,068
US GAAP
2005
2004
2003
2002
2001
BALANCE SHEET
Total assets
$
196,316
$
132,300
$
33,108
$
33,066
$
18,804
Total liabilities
167,057
138,141
35,556
37,048
31,755
Convertible debenture liability
17,000
17,000
17,000
17,000
17,000
Share capital
160,251
149,903
98,868
91,889
87,897
Tracking preferred shares
13,391
13,391
13,391
13,391
Contributed surplus
5,989
5,604
720
655
109
Deficit
(150,372
)
(174,737
)
(115,428
)
(109,917
)
(100,957
)
Shareholders equity (deficit)
29,259
(5,841
)
(2,449
)
(3,982
)
(12,951
)
Working capital (deficit)
6,357
(23,866
)
(19
)
(6,559
)
(2,588
)
Plant and equipment (net)
15,234
28,412
3
4
6
Mineral property interests
3
3
12,515
14,006
602
STATEMENT OF OPERATIONS
Revenue
87,638
Cost of sales
57,800
Treatment and transportation costs
13,549
Amortization
2,657
17
43
2
3
Interest and other income
10,549
5,154
721
552
1,110
Accretion of reclamation obligation
1,574
1,431
1,300
1,183
1,075
Exploration
506
4,202
1,842
1,955
3,797
Loss (gain) on sale of equipment
2,161
(132
)
(1
)
General and administrative expenses
2,446
2,693
1,058
1,972
3,391
Interest expense
3,175
Premium paid for acquisition of Gibraltar
Reclamation Trust Ltd. Partnership
5,095
Refinery project
500
1,699
3,572
Restart project
6,347
14,982
Stock based compensation
1,129
5,172
65
546
109
Write downs of mineral property
acquisition costs
11,964
1,117
1,756
40,889
Current income taxes expense (recovery)
(4,099
)
23,744
Future income taxes expense (recovery)
(13,423
)
Other
(11,651
)
Income (loss) for the year
$
24,365
$
(64,146
)
$
6,580
$
(8,560
)
$
(51,726
)
Income (loss) per common share - basic
$
0.23
$
(1.08
)
$
0.14
$
(0.28
)
$
(2.06
)
Income (loss) per
common share - diluted
$
0.21
$
(1.08
)
$
0.14
$
(0.28
)
$
(2.06
)
Weighted average number of common shares
outstanding (thousands) - basic
100,022
75,113
46,984
30,338
25,068
Weighted average number of common shares
outstanding (thousands) - diluted
110,733
75,113
46,984
30,338
25,068
For year ended September 30
2005
2004
2003
2002
2001
End of the period
1.1627
1.2616
1.350
1.586
1.593
Average for the period
1.2233
1.3251
1.465
1.573
1.549
High for the period
1.2725
1.4003
1.594
1.613
1.596
Low for the period
1.1611
1.2592
1.334
1.511
1.499
Month
Low
High
March 2006
1.1322
1.1724
February 2006
1.1402
1.1548
January 2006
1.1439
1.1726
December 2005
1.1507
1.1734
November 2005
1.1657
1.1961
October 2005
1.1659
1.1887
September 2005
1.1611
1.1882
(i)
(ii)
(iii)
(iv)
AREA
# OF HOLES
DEPTH
(ft)
Granite Lake
24
14,974
PGE Connector
3
2,148
Crusher
3
1,505
98 Oxide*
10
4,307
TOTALS
40
22,934
completed subsequent to the end of the fiscal year.
Gibraltar Production 2005
Actual
Revised Forecast
Variance
Comments
Ore + waste mined (tons)
39,992,000
41,658,000
-4%
Mining rate adversely impacted by unscheduled
maintenance on the shovel fleet, as well as truck availability.
Ore milled (tons)
11,484,000
11,913,000
-4%
Lower mill throughput due to poor crusher availability
and grinding circuit productivity.
Stripping ratio
2.31
2.35
-2%
Copper grade (%)
0.314
0.306
+3%
Molybdenum grade (%MoS2)
0.017
0.016
+6%
Copper recovery (%)
76.2
80.4
-5%
Lower copper recovery due to ore variability
and higher amounts of secondary mineralization than expected.
Molybdenum recovery (%)
23.1
35.2
-35%
Molybdenum recovery was low as the new circuit
was established.
Copper production (lb)
54,785,347
58,600,000
-7%
Below forecast throughput and recovery.
Molybdenum production (lb)
427,000
541,000
-20%
Below forecast throughput and recovery.
Sulphide Mineral Reserves at October 1,
2005
at
0.20% Copper cut-off
Pit
Category
Tons
(millions)
Cu %
Mo%
Pollyanna
Proven
27.3
0.315
0.010
Probable
2.9
0.288
0.010
Subtotal
30.2
0.312
0.010
PGE Connector
Proven
35.9
0.296
0.010
Probable
5.6
0.283
0.011
PGE Connector
Proven
7.1
0.303
0.016
Additional
Probable
7.7
0.275
0.016
Subtotal
56.3
0.293
0.012
Granite Lake
Proven
70.7
0.322
0.009
Probable
6.9
0.321
0.007
Granite Lake Additional
Proven
26.3
0.308
0.008
Probable
3.6
0.310
0.005
Subtotal
107.5
0.318
0.009
Total
194.0
0.310
0.010
Copper:
2006:
US$1.43/lb
2007:
US$1.30/lb
2008:
US$1.20/lb
2009 and after:
US$1.10/lb
Molybdenum:
2006:
US$21.26/lb
2007:
US$15.00/lb
2008:
US$10.00/lb
2009 and after:
US$6.00/lb
Silver:
2006:
US$7.00/toz
2007:
US$6.00/toz
2008 and after:
US$5.00/toz
US$/CAN$ Exchange Rate:
2006-2007:
0.84
2008:
0.82
2009-2010:
0.80
2011 and after:
0.78
Labour:
Staff:
Constant:
current staff salaries
Hourly:
2006:
current contract rates
2007 and after:
2007 contract rates
Major Consumable Costs:
Fuel:
2006:
0.645 per liter
2007:
0.620 per liter
2008:
0.580 per liter
2009:
0.520 per liter
2010:
0.480 per liter
Explosives:
2006:
at current supply price
2007 and after:
adjusted for energy costs
Haulage Truck Tires:
Constant:
at current supply prices
Natural Gas:
Constant:
11.77 $/GJ
Power:
Constant:
0.0355 $/kWh
Mill Reagents:
Constant:
at current supply prices
Grinding Media:
2006:
current cost + steel surcharge,
2007:
steel surcharge reduced by 50%,
2008:
steel surcharge reduced by 75%,
2009 and after:
steel surcharge eliminated.
Concentrate transportation,
treatment and refining:
2006:
2006 contract prices,
2007:
2007 contract prices,
2008 and after:
constant at January 2008 contract prices.
Area
Life of
Mine Plan
Average
Cost
Mine cost/ton
moved
$0.89
Mine cost/ton milled
$2.56
Mill cost/ton milled
$2.06
Administration
cost/ton milled
$0.45
Total Sulphide
Operating cost/ton milled
$5.07
SX/EW cost/lb of cathode copper
$0.91
Mineral Resources at October 1,
2005
at 0.20% Copper cut-off
Category
Tons
(millions) Cu %
Mo (%)
Measured
410
0.286
0.008
Indicated
204
0.269
0.008
Total
614
0.280
0.008
As at
As at
Year ended
September 30
September 30
September 30
2004
2003
Statement of
operations
2005
(restated)
(restated)
Revenue
$
(87,638,300
)
$
$
Cost of production
57,799,558
Transportation and treatment
13,548,560
Amortization
2,657,165
17,296
42,564
Accretion of reclamation obligation
1,574,000
1,431,000
1,300,000
Exploration
505,586
4,456,901
2,024,671
Foreign exchange
34,080
Loss (gain) on sale of equipment
2,160,992
(131,638
)
General and administration
2,411,688
2,334,840
855,646
Interest and other income
(10,547,609
)
(5,154,209
)
(721,480
)
Interest expense
3,175,353
499,294
201,942
Premium paid for acquisition of Gibraltar Reclamation Trust
LP
5,095,249
Refinery project
500,000
Restart project
6,346,650
14,982,008
Stock-based compensation
1,129,026
5,172,244
65,344
Write down of mineral property acquisition costs
28,810,296
Current income tax expense (recovery)
(4,099,000
)
23,744,000
Future income tax
expense (recovery)
(13,423,000
)
Earnings (loss) for the year
24,365,251
(81,388,919
)
(4,137,049
)
Accretion expense on convertible debenture
1,075,478
977,705
888,823
Basic earnings (loss) per share
$
0.23
$
(1.09
)
$
(0.09
)
Diluted earnings (loss) per share
$
0.21
$
(1.09
)
$
(0.09
)
Basic weighted average number of common shares outstanding
100,021,655
75,113,426
46,984,378
Diluted weighted average number of common
shares outstanding
110,732,926
75,113,426
46,984,378
Gibraltar Mine Commercial
Production
January 1, 2005 to September 30, 2005
Copper production (lb)
42,675,438
Copper sales (lb)
39,584,722
Molybdenum production (lb)
427,059
Molybdenum sales (lb)
418,016
Cdn$
US$
Copper production costs, net of molybdenum, per lb of
copper
$ 1.06
$ 0.87
Treatment and transportation cost per lb of copper
0.34
0.28
Total production cost per lb of copper
$ 1.40
$ 1.15
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2006
2007
2008
Total
Principal
US$
1,799,548
US$
1,894,677
US$
9,273,127
US$
12,967,352
Total
US$
2,425,850
US$
2,425,850
US$
9,703,865
US$
14,555,565
Payment due by period
Type of Contractual Obligation
Total
Less than 1
Year
2 - 3 Years
4 - 5 Years
More than 5
Years
Long-Term Debt Obligations
$ 396,616
$ 214,715
$ 181,901
$ -
$ -
Capital (Finance) Lease Obligations
15,077,139
2,092,334
12,984,805
-
-
Operating Lease Obligations
-
-
-
-
-
Purchase Obligations
-
-
-
-
-
Other Long-Term Liabilities Reflected on the Company's
Balance Sheet under the GAAP of the primary financial statements
-
-
-
-
-
Total
$15,473,755
$2,307,049
$13,166,706
$ -
$ -
Nominee Position with the Company and
Province or
State and Country of Residence
Period as a Director of the Company
David J. Copeland
Since March 1994
Director
British Columbia,
Canada
Barry Coughlan (1), (2), (3)
Since February 2001
Director
British Columbia,
Canada
Scott D. Cousens
Since October 1992
Director
British Columbia,
Canada
Robert A. Dickinson
Since January 1991
Co-Chairman of the Board of Directors
British Columbia,
Canada
David Elliott (1), (2), (3)
Since July 2004
Director
British Columbia,
Canada
Russell E. Hallbauer
Since July 2005
President, Chief Executive Officer and
Director
British Columbia,
Canada
Wayne Kirk (1), (2), (3)
Since July 2004
Director
California, USA
Jeffrey R. Mason (2), (3)
Since March 1994
Secretary, Chief Financial Officer and Director
British Columbia,
Canada
John W. McManus
Since October 2005
Vice President, Operations
Vancouver, BC,
Canada
Ronald W. Thiessen
Since October 1993
Co-Chairman of the Board and Director
British Columbia, Canada
(1)
Member of the audit committee.
(2)
(3)
Company
Positions Held
From
To
Taseko Mines Limited
Director
January 1994
Present
Amarc Resources Ltd.
Director
September 1995
Present
Anooraq Resources Corporation
Director
September 1996
September 2004
Casamiro Resource Corp.
Director
February 1995
August 2002
Continental Minerals Corporation
Director
November 1995
Present
Farallon Resources Ltd.
Director
December 1995
Present
Great Basin Gold Ltd.
Director
February 1994
Present
Northern Dynasty Minerals Ltd.
Director
June 1996
Present
Company
Positions Held
From
To
Taseko Mines Limited
Director
February 2001
Present
AMS Homecare Inc.
Director
November 2001
November 2004
Casamiro Resource Corp
Director
February 1995
August 2002
Company
Positions Held
From
To
Farallon Resources Ltd.
Director
March 1998
Present
Great Basin Gold Ltd.
Director
February 1998
Present
Icon Industries Ltd.
President, CEO and Director
September 1991
Present
Quartz Mountain Resources Ltd.
Director
January 2005
Present
Tri-Gold Resources Corp. (formerly Tri-Alpha Investments
Ltd.)
President and Director
June 1986
Present
Company
Positions Held
From
To
Taseko Mines Limited
Director
October 1992
Present
Amarc Resources Ltd.
Director
September 1995
Present
Anooraq Resources Corporation
Director
March 1994
September 1994
Director
September 1996
Present
Continental Minerals Corporation
Director
June 1994
Present
Farallon Resources Ltd.
Director
December 1995
Present
Great Basin Gold Ltd.
Director
March 1993
Present
Northern Dynasty Minerals Ltd.
Director
June 1996
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Company
Positions Held
From
To
Taseko Mines Limited
Director
January 1991
Present
Chairman
April 2004
July 2005
Co-Chairman
July 2005
Present
Amarc Resources Ltd.
Director
April 1993
Present
Co-Chairman
September 2000
April 2004
Chairman
April 2004
Present
Anooraq Resources Corporation
Chairman
November 1990
September 2004
Director
October 2004
Present
Co-Chairman
October 2004
Present
Continental Minerals Corporation
Director
June 2004
Present
Chairman
June 2004
Present
Farallon Resources Ltd.
Director
July 1991
Present
Chairman
April 2004
September 2004
Co-Chairman
September 2004
Present
Great Basin Gold Ltd.
Director
May 1986
Present
Co-Chairman
September 2000
April 2004
Chairman
April 2004
Present
Northern Dynasty Minerals Ltd.
Director
June 1994
Present
Co-Chairman
November 2001
April 2004
Chairman
April 2004
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Chairman
November 2000
Present
Company
Positions Held
From
To
Taseko Mines Limited
Director
July 2004
Present
Anooraq Resources Corporation
Director
July 2005
Present
Great Basin Gold Ltd.
Director
July 2004
Present
Northern Dynasty Minerals Ltd.
Director
July 2004
Present
Storage Flow Systems Corp.
Director
May 2002
July 2004
Company
Positions Held
From
To
Taseko Mines Limited
President and Chief Executive Officer
October 2005
Present
Company
Positions Held
From
To
Taseko Mines Limited
Director
July 2004
Present
Anooraq Resources Corporation
Director
July 2005
Present
Great Basin Gold Ltd.
Director
July 2004
Present
Northern Dynasty Minerals Ltd.
Director
July 2004
Present
Company
Positions Held
From
To
Taseko Mines Limited Director
February 1994
Present
Secretary
February 1994
Present
Chief Financial Officer
November 1998
Present
Amarc Resources Ltd. Director
September 1995
Present
Secretary
September 1995
Present
Chief Financial Officer
September 1998
Present
Anooraq Resources Corporation Director
April 1996
September 2004
Secretary
September 1996
Present
Chief Financial Officer
February 1999
Present
Continental Minerals Corporation Director
June 1995
Present
Secretary
November 1995
Present
Chief Financial Officer
June 1998
Present
Farallon Resources Ltd. Director
August 1994
Present
Secretary
December 1995
Present
Chief Financial Officer
December 1997
Present
Great Basin Gold Ltd. Director
February 1994
Present
Secretary
February 1994
Present
Chief Financial Officer
June 1998
Present
Northern Dynasty Minerals Ltd. Director
June 1996
Present
Secretary
June 1996
Present
Chief Financial Officer
June 1998
Present
Quartz Mountain Resources Ltd.
Principal Accounting Officer
January 2005
Present
Rockwell Ventures Inc.
Director
November 2000
Present
Chief Financial Officer
November 2000
Present
Company
Positions Held
From
To
Taseko Mines Limited
Vice-President, Operations
October 2005
Present
Company
Positions Held
From
To
Taseko Mines Limited
Director
October 1993
Present
President and Chief Executive Officer
September 2000
July 2005
Co-Chairman
July 2005
Present
Amarc Resources Ltd.
Director
September 1995
Present
President and Chief Executive Officer
September 2000
Present
Anooraq Resources Corporation
Director
April 1996
Present
President and Chief Executive Officer
September 2000
Present
Casamiro Resource Corp.
Director and President
February 1990
August 2002
Continental Minerals Corporation
Director
November 1995
Present
President and Chief Executive Officer
September 2000
January 2006
Company
Positions Held
From
To
Co-Chairman
January 2006
Present
Farallon Resources Ltd.
Director
August 1994
Present
President and Chief Executive Officer
September 2000
September 2004
Co-Chairman
September 2004
Present
Great Basin Gold Ltd.
Director
October 1993
Present
President and Chief Executive Officer
September 2000
December 2005
Co-Chairman
December 2005
Present
Northern Dynasty Minerals Ltd.
Director
November 1995
Present
President and Chief Executive Officer
November 2001
Present
Rockwell Ventures Inc.
Director
November 2000
Present
President and Chief Executive Officer
November 2000
Present
Annual Compensation
Long Term Compensation
Awards
Payouts
Shares or
Other
Units
NAMED EXECUTIVE
Annual
Securities
Subject to
OFFICERS
Compen-
Under Options
Resale
LTIP
All Other
Name and Principal
Salary
Bonus
sation
Granted
Restrictions
Payouts
Compensation
Position
Year
($)
($)
($)
(#)
($)
($)
($)
Russell E. Hallbauer(1)
2005
79,135
Nil
Nil
780,000(4)
Nil
Nil
Nil
Current President and
Chief Executive
Officer
Annual Compensation
Long Term Compensation
Awards
Payouts
Shares or
Other
Units
NAMED EXECUTIVE
Annual
Securities
Subject to
OFFICERS
Compen-
Under Options
Resale
LTIP
All Other
Name and Principal
Salary
Bonus
sation
Granted
Restrictions
Payouts
Compensation
Position
Year
($)
($)
($)
(#)
($)
($)
($)
Ronald W. Thiessen(2)
2005
38,418
Nil
Nil
Nil
Nil
Nil
Nil
Former President and
2004
48,576
Nil
Nil
780,000(3)
Nil
Nil
Nil
Chief Executive
Officer
2003
37,175
Nil
Nil
Nil
Nil
Nil
Nil
Jeffrey R. Mason
2005
26,085
Nil
Nil
Nil
Nil
Nil
Nil
Secretary and Chief
2004
36,027
Nil
Nil
780,000(3)
Nil
Nil
Nil
Financial Officer
2003
28,785
Nil
Nil
Nil
Nil
Nil
Nil
(1)
(2)
(3)
(4)
(5)
Market Value of
Securities
Securities
% of Total
Underlying
NAMED EXECUTIVE
Under Options
Options Granted
Exercise or
Options on the
OFFICERS
Granted
to Employees in
Base Price
Date of Grant
Name
(#)
Financial Year
($/Security)
($/Security)
Expiration Date
Russell E.
Hallbauer
780,000
38.2
%
$1.15
$1.15
September 28, 2010
Ronald W. Thiessen
Nil
NA
NA
NA
NA
Jeffrey R. Mason
Nil
NA
NA
NA
NA
Unexercised Options at
Value of Unexercised in-the-
Securities
FY-End
Money Options at FY-End
NAMED EXECUTIVE
Acquired on
Aggregate Value
(#)
($)
OFFICERS
Exercise
Realized
Exercisable/
Exercisable/
Name
(#)
($)
Unexercisable
Unexercisable
Russell E.
Hallbauer
Nil
Nil
260,000 / 520,000
36,400 / 72,800
Ronald W. Thiessen
Nil
Nil
780,000 / Nil
207,200 / Nil
Jeffrey R. Mason
Nil
Nil
780,000 / Nil
207,200 / Nil
Percentage of
Issued and
Common Shares
Outstanding
Name of Director or Senior
Beneficially Owned or
Incentive Stock
Shares Owned
Officer
Controlled (1)
Options Held
(1), (2)
David J. Copeland
460,045 Common
780,000 Options (3)
0.42%
Director
Shares
Barry Coughlan
20,000 Common
250,000 Options (4)
0.02%
Director
Shares
Scott D. Cousens
110,666 Common
780,000 Options (3)
0.10%
Director
Shares
Robert A. Dickinson
500,000 Common
500,000 Options (5)
0.46%
Co-Chairman of the Board of
Shares
Directors
David Elliott
40,000 Common
100,000 Options (6)
0.04%
Director
Shares
Russell E. Hallbauer
153,000 Common
780,000 Options (7)
0.14%
President, Chief Executive Officer
Shares
and Director
Wayne Kirk
30,000 Common
240,000 Options (8)
0.01%
Director
Shares
Jeffrey R. Mason
Nil Common Shares
270,000 Options (9)
Nil
Secretary, Chief Financial Officer
and Director
Percentage of
Issued and
Common Shares
Outstanding
Name of Director or Senior
Beneficially Owned or
Incentive Stock
Shares Owned
Officer
Controlled (1)
Options Held
(1), (2)
John W. McManus
Nil Common Shares
300,000 Options (10)
Nil
Vice President,
Operations
Ronald W. Thiessen
883,346 Common
780,000 Options (3)
0.80%
Co-Chairman of the Board and
Shares
Director
TOTAL HELD BY
2,197,057 Shares
4,780,000 Options
1.99%
DIRECTORS AND SENIOR
MANAGEMENT
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(i)
(ii)
(iii)
(iv)
Number of
Registered
Shareholders of
Percentage of Total
Location
Record
Number of Shares
Shares
Canada
134
93,722,977
84.0%
United States
453
16,380,183
14.7%
Other
10
1,415,467
1.3%
TOTAL
595
111,518,327
100.0%
(1)
(2)
(3)
(a)
(b)
(i)
(ii)
(iii)
(iv)
(v)
(c)
TKO.TO
TGB and TKOCF
High
Low
Volume
High
Low
Volume
Canadian Dollars
U.S. Dollars
Last six months
March 2006
$ 2.73
$ 1.91
519,364
$ 2.13
$ 1.69
771,641
February 2006
$ 2.37
$ 1.85
508,275
$ 2.07
$ 1.60
1,172,389
January 2006
$ 2.07
$ 1.44
601,366
$ 1.81
$ 1.24
1,697,200
December 2005
$ 1.43
$ 1.12
256,555
$ 1.24
$ 0.99
1,976,300
November 2005
$ 1.30
$ 1.06
113,318
$ 1.10
$ 0.90
210,300
October 2005
$ 1.36
$ 1.10
89,525
$ 1.16
$ 0.93
106,700
September 2005
$ 1.39
$ 1.02
146,600
$ 1.20
$ 0.88
414,200
By fiscal quarter
Quarter ended December 31, 2005
$ 1.43
$ 1.06
153,133
$ 1.24
$ 0.90
764,433
Quarter ended September 30, 2005
$ 1.50
$ 1.02
132,279
$ 1.26
$ 0.81
211,067
Quarter ended June 30, 2005
$ 1.64
$ 1.02
127,101
$ 1.34
$ 0.80
169,567
Quarter ended March 31, 2005
$ 2.01
$ 1.40
242,066
$ 1.77
$ 1.15
243,733
Quarter ended December 31, 2004
$ 2.14
$ 1.63
142,192
$ 1.85
$ 1.32
225,733
Quarter ended September 30, 2004
$ 2.03
$ 1.28
156,198
$ 1.60
$ 0.98
529,100
Quarter ended June 30, 2004
$ 2.33
$ 1.23
165,121
$ 1.79
$ 0.88
198,567
Quarter ended March 31, 2004
$ 3.01
$ 1.65
387,951
$ 2.30
$ 1.33
239,767
Quarter ended December 31, 2003
$ 2.15
$ 0.42
552,515
$ 1.67
$ 0.31
167,500
By fiscal year
Year ended September 30, 2005
$ 2.14
$ 1.02
160,910
$ 1.85
$ 0.80
212,525
Year ended September 30, 2004
$ 3.01
$ 0.42
315,446
$ 2.30
$ 0.31
283,733
Year ended September 30, 2003
$ 0.65
$ 0.25
40,137
$ 0.44
$ 0.19
56,300
Year ended September 30, 2002
$ 0.85
$ 0.36
19,783
$ 0.60
$ 0.23
116,192
Year ended September 30, 2001
$ 1.80
$ 0.52
5,231
$ 1.25
$ 0.11
80,267
Jurisdiction
Exchange Stock
Symbol
From
To
Canada
TKO
March 10, 1969
March 7, 2006
Canada
TKO
March 8, 2006
Present
United States
March 1992
November 29, 1994
United States
November 30, 1994
July 5, 2001
United States
TKOCF
July 6, 2001
October 3, 2004
United States
TGB
October 4, 2004
Present
1.
2.
3.
a.
b.
1.
a.
b.
2.
3.
4.
5.
1.
2.
3.
4.
5.
1.
2.
3.
i)
ii)
(a)
(b)
(c)
(d)
(i)
(ii)
(e)
(f)
(g)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(a)
(b)
(c)
(1)
(2)
(3)
Year ended
Year ended
September 30,
September 30,
Services:
2005
2004
Audit services
100,000
$
52,000
Audit-related services
4,000
Tax services
10,000
15,000
All other services
-
5,000
$
114,000
$
72,000
(1)
(2)
(3)
(4)
(5)
(6)
Notes to the consolidated financial statements;
Exhibit
Number
Description
1.01
Certificate of Incorporation dated July 1991 (1)
1.02
Articles dated July 1991 (1)
1.03
Notice of Articles dated January 2005 (1)
1.04
Notice of Article issued
February 10, 2006
4.01
4.02
4.03
4.04
4.05
4.06
4.07
Exhibit
Number
Description
4.08
4.09
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
Exhibit
Number
Description
4.19
11.01
12.1
12.2
13.1
13.2
99.1
(1)
(2)
(3)
Filed as an exhibit with Taseko’s Annual Report on Form 20-F for
the year ended September 30, 2004 filed on April 15, 2005.
(4)
Filed as an exhibit with Taseko’s Annual Report on Amended Form
20-F for the year ended September 30, 2004 filed on June 27, 2005.
Director, Chief Financial Officer, and
Secretary
(the Company)
Notice of Articles e-filed with the BC Registrar of Companies office on
♦, 2006, at ♦ Pacific Time.
(the Company)
Signed [month, day, year]
[Signature of shareholder]
[Name of shareholderprinted]
(the Company)
PURPOSE AND INTERPRETATION
SHARE OPTION PLAN
TERMS AND CONDITIONS OF OPTIONS
COMMITMENT AND EXERCISE
PROCEDURES
GENERAL
Authorized Signatory
Date:
April 13, 2006
/s/ Russell Hallbauer
By:
Russell E. Hallbauer
Title:
Chief Executive Officer
Date:
April 13, 2006
/s/ Jeffrey Mason
By:
Jeffrey R. Mason
Title:
Chief Financial Officer
Date:
April 13, 2006
/s/ Russell Hallbauer
By:
Russell E. Hallbauer
Title:
Chief Executive Officer
Date:
April 13, 2006
/s/ Jeffrey Mason
By:
Jeffrey R. Mason
Title:
Chief Financial Officer
KPMG LLP
Telephone
(604) 691-3000
Chartered Accountants
Fax
(604) 691-3031
PO Box 10426 777 Dunsmuir Street
Internet
www.kpmg.ca
Vancouver BC V7Y 1K3
Canada
Taseko Mines Limited
December 14, 2005
member firm of KPMG International, a Swiss cooperative.
TASEKO MINES LIMITED
Consolidated Balance Sheets
(Expressed in Canadian Dollars)
September 30
September 30
2005
2004
(restated - note 3(f))
Assets
Current assets
Cash and equivalents (note 3(a))
$
21,728,789
$
14,892,947
Accounts receivable
6,746,378
2,766,184
Advances to related parties (note 14)
194,857
Concentrate inventory
16,284,800
Supplies inventory
4,589,431
Prepaid expenses
1,914,214
210,015
Current portion of future income taxes (note 12)
4,479,000
Current portion of promissory note (note 5(f))
2,637,499
58,380,111
18,064,003
Restricted cash (note 5(a))
5,000,000
Mineral properties, plant and equipment (note 6)
9,916,992
26,982,979
Assets under capital leases (note 7)
20,794,000
Reclamation deposits (note 3(f))
18,281,420
17,647,056
Promissory note (note 5(f))
69,680,355
68,172,380
Future income
taxes (note 12)
8,944,000
$
190,996,878
$
130,866,418
Liabilities and Shareholders' Equity
Current liabilities
Operating line of credit (note 9)
$
$
1,857,740
Accounts payable and accrued
liabilities
12,580,463
14,578,172
Advances from related parties (note 14)
105,067
Current portion of vehicle loans
(note 9)
214,715
Current portion of capital lease obligation (note 8)
2,092,334
Current portion of deferred revenue
14,748,000
175,000
Current portion of royalty obligation
2,637,499
Income taxes (note 12)
19,645,000
23,744,000
52,023,078
40,354,912
Vehicle loans (note 9)
181,901
Capital lease obligation (note 8)
12,984,805
Royalty obligation (note 5(f))
66,153,298
67,357,000
Deferred revenue (note 5(f))
1,400,000
1,575,000
Site closure and reclamation costs (note 11)
17,314,000
15,740,000
150,057,082
125,026,912
Shareholders' equity
Share capital (note 10)
160,829,442
150,481,429
Convertible debenture (note 10(c))
21,652,703
20,577,225
Tracking preferred shares (note 4)
26,641,948
26,641,948
Contributed surplus (note 10(f))
5,334,614
4,947,588
Deficit
(173,518,911
)
(196,808,684
)
40,939,796
5,839,506
Nature of operations (note 1)
Commitments (notes 5, 6, 8 and 9)
Subsequent event (note 10(e))
$
190,996,878
$
130,866,418
Approved by the Board of Directors
/s/ Russell E. Hallbauer
/s/ Jeffrey R. Mason
Russell E. Hallbauer
Jeffrey R. Mason
Director
Director
TASEKO MINES LIMITED
Consolidated Statements of Operations
(Expressed in Canadian Dollars)
Years ended September 30
2005
2004
2003
(restated -
(restated -
note 3(f))
note 3(f))
Revenue
Copper
$
71,945,925
$
$
Molybdenum
15,692,375
87,638,300
Cost of sales
(57,799,558
)
Treatment and transportation
(13,548,560
)
Amortization
(2,657,165
)
(17,296
)
(42,564
)
13,633,017
(17,296
)
(42,564
)
Expenses (income)
Accretion of reclamation obligation
1,574,000
1,431,000
1,300,000
Exploration
505,586
4,597,968
2,024,671
Foreign exchange
34,080
Loss (gain) on sale of equipment
2,160,992
(131,638
)
General and administration
2,411,688
2,693,067
1,057,588
Interest and other income
(10,547,609
)
(5,154,209
)
(721,480
)
Interest expense
3,175,353
Premium paid for acquisition of Gibraltar Reclamation
Trust Limited
Partnership
5,095,249
Refinery project
500,000
Restart project
6,346,650
14,982,008
Stock-based compensation (note 10(d))
1,129,026
5,172,244
65,344
Write down of mineral property acquisition costs
(note 5(c))
28,810,296
6,789,766
57,627,623
4,094,485
Earnings (loss) before income taxes
6,843,251
(57,644,919
)
(4,137,049
)
Current income tax recovery (expense)
(note 12)
4,099,000
(23,744,000
)
Future
income tax recovery (expense) (note 12)
13,423,000
Earnings (loss)
for the year
$
24,365,251
$
(81,388,919
)
$
(4,137,049
)
Earnings (loss) per share
Earnings (loss) per common share - basic
(notes 3(j) and 10)
$
0.23
$
(1.09
)
$
(0.09
)
Earnings (loss) per common share - diluted (notes 3(j) and
10)
$
0.21
$
(1.09
)
$
(0.09
)
Weighted average number of common shares outstanding
Basic
100,021,655
75,113,426
46,984,378
Diluted
110,732,926
75,113,426
46,984,378
Consolidated Statements of Deficit
(Expressed in Canadian Dollars)
Years ended September 30
2005
2004
2003
Deficit, beginning of year
As originally reported
$
(202,711,632
)
$
(121,069,356
)
$
(116,670,020
)
Adjustment for asset retirement obligation (note
3(f))
5,902,948
6,627,296
7,253,832
As restated
(196,808,684
)
(114,442,060
)
(109,416,188
)
Earnings (loss) for the year
24,365,251
(81,388,919
)
(4,137,049
)
Accretion expense
on convertible debenture
(1,075,478
)
(977,705
)
(888,823
)
Deficit, end of
year
$
(173,518,911
)
$
(196,808,684
)
$
(114,442,060
)
TASEKO MINES LIMITED
Consolidated Statements of Cash Flows
(Expressed in Canadian Dollars)
Years ended September 30
2005
2004
2003
(restated -
(restated -
Cash provided
by (used for)
note 3(f))
note 3(f))
Operating activities
Earnings (loss) for the period
$
24,365,251
$
(81,388,919
)
$
(4,137,049
)
Items not involving cash
Loss (gain) on sale of equipment
2,160,992
(131,638
)
Amortization and
accretion
2,657,165
17,296
42,564
Accretion of reclamation obligation
1,574,000
1,431,000
1,300,000
Stock-based
compensation
1,129,026
5,172,244
65,344
Future income taxes
(13,423,000
)
Write down of mineral
property acquisition costs
28,810,296
Acquisition premium paid for
Gibraltar Engineering Services Limited Partnership
500,000
Gibraltar
Reclamation Trust Limited Partnership
5,095,249
Shares issued for loan
guarantee
450,000
Shares issued pursuant to farmout
agreement
935,000
Changes in non-cash operating working
capital
Accounts receivable
(3,980,194
)
(1,792,899
)
(743,422
)
Inventories
(20,874,231
)
Prepaids
(1,704,199
)
Accrued interest income
on promissory note
(4,145,474
)
Accounts payable and accrued
liabilities
(1,997,709
)
12,720,432
288,452
Deferred revenue
14,398,000
1,750,000
Accrued interest expense on royalty
obligation
1,433,797
Income taxes
(4,099,000
)
23,744,000
(2,505,576
)
(3,056,301
)
(2,815,749
)
Investing activities
Purchase of property, plant and
equipment
(8,263,188
)
(26,928,697
)
(135,193
)
Proceeds received on sale of property, plant and
equipment
22,067,711
160,000
Restricted cash
(5,000,000
)
Funds advanced on promissory note
(68,172,380
)
Reclamation deposits
(401,311
)
2,500,000
Accrued
interest income on reclamation deposits
(634,364
)
(488,471
)
(680,750
)
8,170,159
(95,990,859
)
1,844,057
Financing activities
Principal repayments under capital lease obligation
(7,273,554
)
Bank operating loan
(1,857,740
)
(135,656
)
(6,604
)
Vehicle loans
396,616
Advances from related parties
299,924
29,681
(3,693,706
)
Common shares issued for cash, net of issue costs
9,606,013
27,167,069
4,057,119
Proceeds on sale of royalty
67,357,000
Advances from Gibraltar Reclamation Trust Limited
Partnership
17,097,792
Advances from Gibraltar Engineering Services Limited
Partnership
3,000,000
1,171,259
111,515,886
3,356,809
Increase in cash and equivalents
6,835,842
12,468,726
2,385,117
Cash and equivalents, beginning of year
14,892,947
2,424,221
39,104
Cash and
equivalents, end of year
$
21,728,789
$
14,892,947
$
2,424,221
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
1.
2.
3.
(a)
(b)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(c)
(d)
(e)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(f)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(g)
(h)
(i)
(j)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(k)
(l)
(m)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(n)
(o)
(p)
4.
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
Assets acquired
Amount
Property and equipment
$
8,488
Reclamation deposit
175,000
Mineral property interests
28,811,296
$
28,994,784
Consideration given
Cash
$
2,230,000
12,483,916 tracking preferred
shares of Gibraltar
26,641,948
114,800 common shares of the Company to a dissenting
shareholder
122,836
$
28,994,784
5.
September 30,
September 30,
2005
2004
Gibraltar Copper Mine (note 5(a))
$
1,000
$
1,000
Prosperity Gold-Copper Property (note 5(b))
1,000
1,000
Harmony Gold Property (note 5(c))
1,000
1,000
$
3,000
$
3,000
(a)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(b)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(c)
(d)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(e)
(f)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
6.
Equipment - Prosperity and Harmony Properties
September 30, 2005
September 30, 2004
Accumulated
Net book
Accumulated
Net book
Cost
amortization
value
Cost
amortization
value
Field
$
11,879
$
11,038
$
841
$
11,879
$
10,677
$
1,202
Computer and office
15,172
14,534
638
15,172
14,262
910
Total Prosperity and
Harmony Properties
$
27,051
$
25,572
$
1,479
$
27,051
$
24,939
$
2,112
Plant and equipment - Gibraltar Mine
September
30, 2005
September
30, 2004
Accumulated
Net book
Accumulated
Net book
Cost
amortization
value
Cost
amortization
value
Buildings and equipment
$
6,059,655
$
929,212
$
5,130,443
$
5,931,580
$
492,030
$
5,439,550
Mine equipment (note 7)
11,259,369
3,237,581
8,021,788
32,458,793
2,544,160
29,914,633
Plant and equipment
4,407,039
961,242
3,445,797
975,493
666,369
309,124
Vehicles
916,288
311,281
605,007
198,519
115,426
83,093
Computer equipment
1,057,681
384,467
673,214
101,162
90,040
11,122
Total Gibraltar mine
$
23,700,032
$
5,823,783
$
17,876,249
$
39,665,547
$
3,908,025
$
35,757,522
Mineral property interests (note 5)
$
3,000
$
3,000
Net asset retirement obligation adjustment (note
3(f))
$
(7,963,736
)
$
(8,779,655
)
Mineral property,
plant and equipment
$
9,916,992
$
26,982,979
7.
Gibraltar Mine
September
30, 2005
September
30, 2004
Accumulated
Net book
Accumulated
Net book
Cost
amortization
value
Cost
amortization
value
Mine
equipment
$
22,350,693
$
1,556,693
$
20,794,000
$
$
$
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
8.
Capital lease obligation
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2006
2007
2008
Total
Principal
US$
1,799,548
US$
1,894,677
US$
9,273,127
US$
12,967,352
Interest
626,302
531,173
430,738
1,588,213
Total
US$
2,425,850
US$
2,425,850
US$
9,703,865
US$
14,555,565
Year ended September 30
2005
2004
Total capital lease obligation
$
15,077,139
$
Less: principal amounts
due within one year
(2,092,334
)
Capital lease obligation long term
$
12,984,805
$
9.
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2006
2007
2008
Total
Principal
$
214,715
$
132,965
$
48,936
$
396,616
Interest
20,267
9,663
978
30,908
Total
$
234,982
$
142,628
$
49,914
$
427,524
10.
(a)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(b)
Number
Common shares
of Shares
Amount
Balance, September 30, 2002
33,921,663
$
91,889,200
Issued during the year
Share purchase options at $0.50
per share
40,000
20,000
Private placement at $0.30 per share, net of issue
costs
2,185,000
645,245
Private placement at $0.30 per
share, net of issue costs
4,470,001
1,253,654
Private placement at $0.40 per share, net of issue
costs
5,817,500
2,146,666
For acquisition of the remaining
business of the GESL Partnership,
net of issue costs (note 5(d))
7,446,809
3,491,554
Balance, September 30, 2003
53,880,973
99,446,319
Issued during the year
Share purchase options at $0.50
per share
4,265,000
2,132,500
Share purchase options at $0.40 per share
152,500
61,000
Share purchase options at $0.25
per share
75,000
18,750
Share purchase options at $0.55 per share
380,000
209,000
Share purchase options at $0.65
per share
25,500
16,575
Fair value of stock options allocated to shares
issued on exercise
290,000
Share purchase warrants at $0.58
per share
276,596
160,426
Share purchase warrants at $0.55 per share
414,850
228,168
Share purchase warrants at $0.40
per share
302,250
120,900
Share purchase warrants at $0.50 per share
7,393,751
3,696,876
Share purchase warrants at $0.75
per share
473,332
354,999
Private placement at $0.60 per share, net of issue
costs
6,700,000
3,910,728
Private placement at $2.00 per
share, net of issue costs
3,900,000
7,323,943
Private placement at $1.25 per share, net of issue
costs
8,000,000
8,933,206
For acquisition of Gibraltar Reclamation
Trust Limited Partnership
7,967,742
22,193,039
at $2.79 per share, net of issue
costs (note 5(d))
Loan guarantee at $2.00 per share
(note 10(d))
225,000
450,000
Farmout
agreement at $2.79 per share (note 5(e))
335,125
935,000
Balance, September 30, 2004
94,767,619
150,481,429
Issued during the year
Share purchase options at $0.25
per share
50,000
12,500
Share purchase options at $0.30 per share
100,000
30,000
Share purchase options at $0.38
per share
20,000
7,600
Share purchase options at $0.40 per share
22,500
9,000
Share purchase options at $0.55
per share
610,000
335,500
Share purchase options at $0.81 per share
45,000
36,450
Share purchase options at $1.36
per share
270,000
367,200
Share purchase options at $1.40 per share
44,500
62,300
Share purchase options at $1.65
per share
10,000
16,500
Fair value of stock options allocated to shares
issued on exercise
742,000
Share purchase warrants at $0.75
per share
2,313,336
1,735,002
Private
placement at $1.45 per share, net of issue costs
5,204,361
6,993,961
Balance, September 30, 2005
103,457,316
$
160,829,442
(c)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
Year ended
Year ended
September 30,
September 30,
2005
2004
Present value of convertible debenture
Beginning of period
$
10,754,763
$
9,777,058
Accretion for the period
1,075,478
977,705
End of period
11,830,241
10,754,763
Conversion right
9,822,462
9,822,462
Convertible debenture
$
21,652,703
$
20,577,225
June 30,
September
30,
2005
2004
Summary of the convertible debenture terms
Principal amount of convertible
debenture
$
17,000,000
$
17,000,000
Price per common share of the unexercised
conversion right
$
4.64
$
4.39
Number of common shares
potentially issuable under
unexercised
conversion right
3,663,793
3,872,437
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(d)
2005
2004
2003
Number
Average
Number
Average
Number
Average
of shares
Price
of shares
Price
of shares
Price
Opening balance
8,627,500
$ 1.13
4,685,000
$ 0.48
4,145,000
$ 0.50
Granted during the period
2,040,000
1.15
8,855,500
1.12
770,000
0.41
Exercised during the period
(1,172,000
)
0.75
(4,898,000
)
0.50
(40,000
)
0.50
Expired/cancelled
during period
(215,000
)
1.47
(15,000
)
1.36
(190,000
)
0.50
Closing balance
9,280,500
$ 1.17
8,627,500
$ 1.13
4,685,000
$ 0.48
Average contractual remaining life
(years)
1.69
1.93
1.03
Range of exercise
prices
$0.55-$1.50
$0.25-$1.65
$0.25-$0.50
Options outstanding
Options exercisable
Number
Weighted
Weighted
Number
Weighted
outstanding at
average
average
exercisable at
average
Range of exercise
September 30,
remaining
exercise
September 30,
exercise
prices
2005
contractual life
price
2005
price
$0.55 to $0.74
1,780,000
1.00 years
$ 0.55
1,780,000
$ 0.55
$0.75 to $0.99
$1.00 to $1.24
2,040,000
4.17 years
$ 1.15
813,334
$ 1.15
$1.25 to $1.50
5,460,500
0.98
years
$ 1.39
5,460,500
$ 1.39
9,280,500
1.69 years
$ 1.17
8,053,834
$ 1.18
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2005
2004
2003
Compensation cost recognized in operations,
credited
to contributed surplus
$
1,129,026
$
5,172,244
$
65,344
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2005
2004
2003
Risk free interest rate
3%
3%
3%
Expected life
2.75 years
2.4 years
2.5 years
Volatility
90%
95%
145%
Expected dividends
nil
nil
nil
(e)
Outstanding
Outstanding
Exercise
September 30,
September 30,
Expiry dates
price
2004
Issued
Exercised
Expired
2005
January 8, 2006
$0.40
375,000
375,000
December 31, 2005
$0.75
6,226,668
(2,313,336
)
3,913,332(i)
March 10, 2005
$2.25
3,900,000
(3,900,000
)
September 28, 2006
$1.40
8,000,000
8,000,000(ii)
September 18, 2006
$1.66
5,204,361
5,204,361
18,501,668
5,204,361
(2,313,336
)
(3,900,000
)
17,492,693
(i)
(ii)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
Outstanding
Outstanding
Exercise
September 30,
September 30,
Expiry dates
price
2003
Issued
Exercised
2004
October 19, 2003
$0.58
276,596
(276,596
)
December 27, 2003
$0.55
414,850
(414,850
)
January 8, 2006
$0.40
375,000
375,000
December 31, 2003
$0.40
302,250
(302,250
)
December 31, 2004
$0.50
7,393,751
(7,393,751
)
December 31, 2005
$0.75
6,700,000
(473,332
)
6,226,668
March 10, 2005
$2.25
3,900,000
3,900,000
September 28, 2006
$1.40
8,000,000
8,000,000
8,762,447
18,600,000
(8,860,779
)
18,501,668
Outstanding
Outstanding
Exercise
September 30,
September 30,
Expiry dates
price
2002
Issued
Exercised
2003
October 19, 2003
$0.58
276,596
276,596
December 27, 2003
$0.55
414,850
414,850
January 8, 2006
$0.40
375,000
375,000
December 31, 2003
$0.40
302,250
302,250
December 31, 2004
$0.50
7,393,751
7,393,751
1,066,446
7,696,001
8,762,447
(f)
Balance, September 30, 2002
$
Non-cash stock-based
compensation (note 10(d))
65,344
Contributed surplus, September 30, 2003
$
65,344
Changes during fiscal 2004:
Non-cash stock-based compensation
(note 10(d))
5,172,244
Fair
value of stock options allocated to shares issued on exercise
(290,000
)
Contributed surplus, September 30, 2004
4,947,588
Changes during fiscal 2005:
Non-cash stock-based compensation
(note 10(d))
1,129,026
Fair
value of stock options allocated to shares issued on exercise
(742,000
)
Contributed surplus, September 30, 2005
$
5,334,614
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
11.
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2005
2004
2003
Balance, beginning of period,
as previously reported
$
32,700,000
$
32,700,000
$
32,700,000
Impact of adoption of new accounting policy
(note
3(f))
(16,960,000
)
(18,391,000
)
(19,691,000
)
As restated
15,740,000
14,309,000
13,009,000
Accretion expense
1,574,000
1,431,000
1,300,000
Balance, end of period
$
17,314,000
$
15,740,000
$
14,309,000
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
12.
2005
2004
Earnings (loss) before income taxes
$
6,843,251
$
(58,350,872
)
Expected tax expense (recovery) based on statutory
rates
2,703,000
(23,863,000
)
Permanent differences
446,000
5,080,000
Tax pools not recognized
17,536,000
Deductions allowable for tax purposes
(2,912,000
)
Income recognized for tax, but not for accounting
23,744,000
Recognition of previously unrecognized tax assets
(17,351,000
)
Other
(408,000
)
1,247,000
Tax expense (recovery)
for the year
$
(17,522,000
)
$
23,744,000
Presented as:
Current income tax expense
(recovery)
$
(4,099,000
)
$
23,744,000
Future
income tax expense (recovery)
(13,423,000
)
$
(17,522,000
)
$
23,744,000
2005
2004
Mineral properties
$
4,513,000
$
7,472,000
Loss carry forwards
154,000
1,412,000
Equipment
15,000
15,000
Royalty obligation
23,458,000
16,154,000
BC mining taxes
9,062,000
11,627,000
Other tax pools
2,373,000
740,000
39,575,000
37,420,000
Valuation allowance
(23,709,000
)
(36,741,000
)
Future income tax assets
15,866,000
679,000
Lease equipment and related lease obligation
(1,949,000
)
Reclamation obligation
(494,000
)
(679,000
)
Net future income
tax asset
$
13,423,000
$
Current portion
$
4,479,000
$
Long term portion
8,944,000
Net future income
tax asset
$
13,423,000
$
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
13.
Issuance of common shares on acquisition of
remaining
business of GESL Partnership (note 5(d))
$
$
$
3,500,000
Issuance of common shares on acquisition of
Gibraltar
Reclamation Trust Limited Partnership (note
5(d))
22,230,000
Acquisition of assets under capital lease (note
7)
(22,350,693
)
Advances under capital lease (note 8)
22,350,693
Issuance of common shares for loan guarantee (note 5(d))
450,000
Supplemental cash flow information
Cash paid during the year for
Interest
$
1,046,568
$
49,294
$
101,942
Taxes
$
554
$
45,352
$
6,135
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
14.
Year ended
Year ended
September 30,
September 30,
Transactions
2005
2004
Hunter Dickinson Inc.
Services rendered to the Company and its subsidiaries
and reimbursement
of third party expenses (a)
$
1,222,603
$
806,970
Hunter Dickinson Group Inc.
Consulting services rendered to the Company
(b)
$
12,800
$
12,800
September
30,
September
30,
Advances
2005
2004
Advances to (from) (c)
Hunter Dickinson Inc. (a)
$
(105,067
)
$
198,281
Hunter Dickinson Group Inc. (b)
(3,424
)
Advances
to related parties
$
(105,067
)
$
194,857
(a)
(b)
(c)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
15.
Year ended
Year ended
Year ended
September 30,
September 30,
September 30,
2005
2004
2003
Consolidated Statements
of Operations
(restated)
(restated)
Earnings (loss) for the year under Canadian
GAAP
$
24,365,251
$
(81,388,919
)
$
(4,137,049
)
Adjustments under US GAAP
Reclamation accretion expense
(b)
483,727
438,843
Amortization of flow-through share premium
(c)
396,000
182,750
Amortization of mineral
properties (d)
(1,556,140
)
Adjustment
to write down of mineral properties (f)
16,362,978
Earnings (loss) for the
year under US GAAP before
cumulative
effect of change in accounting policy
24,365,251
(64,146,214
)
(5,071,596
)
Cumulative adjustment for
change in accounting
policy for asset retirement obligations (b)
11,651,262
Earnings (loss) for the year under US GAAP,
being
comprehensive
income
$
24,365,251
$
(64,146,214
)
$
6,579,666
Earnings (loss) per share for the year under US GAAP
$
0.23
$
(0.85
)
$
0.14
Diluted earnings (loss) per share for the year
under US
GAAP
$
0.21
$
(0.85
)
$
0.14
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
As at
As at
September 30,
September 30,
2004
Consolidated Balance
Sheets
2005
(restated)
Total assets under Canadian GAAP
$
190,996,878
$
130,866,418
Adjustments under US GAAP
Property, plant and equipment
(b)
5,320,000
1,434,000
Accumulated amortization of mineral claims,
net
of write downs (d), (e) and (f)
(400
)
(200
)
Total assets under
US GAAP
$
196,316,478
$
132,300,218
Total liabilities under Canadian GAAP
$
150,057,082
$
125,026,912
Adjustments under US GAAP
Convertible debenture presented as debt
(a)
17,000,000
17,000,000
Reclamation liability (b)
(3,886,000
)
Total liabilities
under US GAAP
$
167,057,082
$
138,140,912
Total shareholders' equity under Canadian GAAP
$
40,939,796
$
5,839,506
Adjustments under US GAAP
Convertible debenture presented as debt
(a)
(17,000,000
)
(17,000,000
)
Reclamation liability (b)
5,320,000
5,320,000
Accumulated amortization of mineral claims
(d)
(3,112,480
)
(3,112,280
)
Adjustment to value allocated
to tracking preferred shares upon
acquisition
of Harmony Project (e)
(13,250,898
)
(13,250,898
)
Adjustment to accumulated write down
of Harmony Project (f)
16,362,978
16,362,978
Total shareholders'
equity under US GAAP
$
29,259,396
$
(5,840,694
)
(a)
(b)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(c)
(d)
TASEKO MINES LIMITED
Notes to Consolidated Financial Statements
For the years ended September 30, 2005, 2004, and 2003
(Expressed in Canadian
Dollars)
(e)
(f)
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