EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Taseko Mines Limited - Exhibit 99.1 - Filed by newsfilecorp.com

 

 

 

 

 

 


Condensed Consolidated Interim Financial Statements
September 30, 2017
(Unaudited)



TASEKO MINES LIMITED
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Cdn$ in thousands, except share and per share amounts)
(Unaudited)

      Three months ended     Nine months ended  
      September 30,     September 30,  
  Note   2017     2016     2017     2016  
                           
Revenues 3   78,508     55,964     282,891     169,237  
Cost of sales                          
 Production costs 4   (33,375 )   (44,398 )   (137,871 )   (161,139 )
 Depletion and amortization 4   (11,785 )   (16,067 )   (33,161 )   (43,715 )
Earnings (loss) from mining operations     33,348     (4,501 )   111,859     (35,617 )
                           
General and administrative     (2,181 )   (2,347 )   (9,941 )   (9,198 )
Share-based compensation 15b   (2,231 )   (249 )   (5,673 )   (2,242 )
Exploration and evaluation     (450 )   (479 )   (1,409 )   (1,728 )
Loss on derivatives 5   (1,151 )   (32 )   (8,466 )   (2,027 )
Other income (expenses) 7   (3,346 )   183     (2,800 )   (4,476 )
Income (loss) before financing costs and income taxes     23,989     (7,425 )   83,570     (55,288 )
                           
Finance expenses 6,12   (8,385 )   (7,964 )   (37,738 )   (21,979 )
Finance income     403     279     1,204     787  
Foreign exchange gains (loss)     10,433     (4,830 )   18,897     16,397  
Income (loss) before income taxes     26,440     (19,940 )   65,933     (60,083 )
                           
Income tax (expense) recovery 8   (6,304 )   4,330     (24,071 )   23,574  
Net income (loss)     20,136     (15,610 )   41,862     (36,509 )
                           
                           
Other comprehensive income (loss), net of tax:                          
Unrealized gain (loss) on available-for-sale financial assets 9   (297 )   (519 )   (731 )   879  
Foreign currency translation reserve     (4,355 )   1,626     (8,267 )   (6,235 )
Total other comprehensive income (loss)     (4,652 )   1,107     (8,998 )   (5,356 )
                           
Total comprehensive income (loss)     15,484     (14,503 )   32,864     (41,865 )
                           
                           
Earnings (loss) per share                          
   Basic     0.09     (0.07 )   0.19     (0.16 )
   Diluted     0.09     (0.07 )   0.18     (0.16 )
                           
Weighted average shares outstanding (thousands)                          
   Basic     226,358     221,835     225,296     221,822  
   Diluted     229,859     221,835     228,305     221,822  

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



TASEKO MINES LIMITED
Condensed Consolidated Statements of Cash Flows
(Cdn$ in thousands)
(Unaudited)

      Three months ended     Nine months ended  
      September 30,     September 30,  
  Note   2017     2016     2017     2016  
                           
Operating activities                          
Net income (loss) for the period     20,136     (15,610 )   41,862     (36,509 )
   Adjustments for:                          
       Depletion and amortization     11,785     16,066     33,161     43,799  
       Income tax expense (recovery) 8   6,304     (4,330 )   24,071     (23,574 )
       Share-based compensation expense 15b   2,250     253     5,779     2,300  
       Loss on derivatives 5   1,151     32     8,466     2,027  
       Finance expenses, net 6,12   7,982     7,685     36,534     21,192  
       Unrealized foreign exchange (gains) loss     (10,299 )   5,090     (19,225 )   (16,587 )
       Write-down of mine equipment 7   3,551     -     3,551     -  
       Deferred revenue deposit 13   -     -     44,151     -  
       Amortization of deferred revenue 13   (296 )   -     (1,026 )   -  
       Deferred electricity payments (repayments) 14   (1,662 )   3,706     (2,711 )   8,505  
       Other operating activities     (1,294 )   (76 )   (1,846 )   (108 )
   Net change in non-cash working capital 17   (2,484 )   (20,309 )   6,413     (16,855 )
Cash provided by (used for) operating activities     37,124     (7,493 )   179,180     (15,810 )
                           
Investing activities                          
   Purchase of property, plant and equipment 11   (28,975 )   (4,423 )   (68,883 )   (10,427 )
   Purchase of copper put options 5   (2,026 )   (1,824 )   (2,960 )   (2,752 )
   Proceeds from copper put options     -     594     -     2,946  
   Investment in other financial assets     (1,395 )   -     (1,395 )   -  
   Other investing activities     222     76     509     488  
Cash used for investing activities     (32,174 )   (5,577 )   (72,729 )   (9,745 )
                           
Financing activities                          
   Net proceeds from issuance of senior secured notes 12a   (118 )   -     317,596     -  
   Repayment of senior notes 12b   -     -     (264,180 )   -  
   Repayment of senior secured credit facility 12c   -     -     (92,463 )   -  
   Settlement of copper call option 12c,14   -     -     (15,745 )   -  
   Interest paid 6,12   (526 )   (649 )   (29,432 )   (11,864 )
   Repayment of capital leases and equipment loans     (3,658 )   (4,453 )   (12,695 )   (12,076 )
   Proceeds on exercise of options and warrants 15a   223     3     2,517     10  
   Proceeds from senior secured credit facility 12c   -     -     -     93,605  
   Financing costs for senior secured credit facility 12c   -     -     -     (4,346 )
   Repayment of Curis secured loan 12c   -     -     -     (43,767 )
Cash provided by (used for) financing activities     (4,079 )   (5,099 )   (94,402 )   21,562  
Effect of exchange rate changes on cash and equivalents     (2,247 )   539     (5,410 )   (411 )
Increase (decrease) in cash and equivalents     (1,376 )   (17,630 )   6,639     (4,404 )
Cash and equivalents, beginning of period     97,045     81,747     89,030     68,521  
Cash and equivalents, end of period     95,669     64,117     95,669     64,117  

Supplementary cash flow disclosures (Note 17)

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



TASEKO MINES LIMITED
Condensed Consolidated Balance Sheets
(Cdn$ in thousands)
(Unaudited)

      September 30,     December 31,  
  Note   2017     2016  
               
ASSETS              
Current assets              
 Cash and equivalents     95,669     89,030  
 Accounts receivable     8,284     12,905  
 Other financial assets 9   3,523     1,574  
 Inventories 10   57,901     60,550  
 Prepaids     1,828     1,268  
      167,205     165,327  
               
Property, plant and equipment 11   766,753     730,208  
Other financial assets 9   48,286     48,368  
Goodwill     5,146     5,536  
      987,390     949,439  
               
LIABILITIES              
Current liabilities              
 Accounts payable and other liabilities     44,279     33,416  
 Current income tax payable     1,097     889  
 Current portion of long-term debt 12   13,089     16,157  
 Current portion of deferred revenue 13   1,796      
 Interest payable on senior notes     7,963     4,336  
      68,224     54,798  
               
Long-term debt 12   318,344     373,133  
Provision for environmental rehabilitation ("PER") 11   94,585     98,454  
Deferred and other tax liabilities     84,323     62,202  
Deferred revenue 13   39,453     -  
Other financial liabilities 14   5,375     21,913  
      610,304     610,500  
               
EQUITY              
Share capital 15   421,510     417,975  
Contributed surplus     47,495     45,747  
Accumulated other comprehensive income ("AOCI")     3,359     12,357  
Deficit     (95,278 )   (137,140 )
      377,086     338,939  
      987,390     949,439  
               
Commitments and contingencies 13,16            

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



TASEKO MINES LIMITED
Condensed Consolidated Statements of Changes in Equity
(Cdn$ in thousands)
(Unaudited)

      Share     Contributed                    
      capital     surplus     AOCI     Deficit     Total  
                                 
Balance at January 1, 2016     417,944     42,558     15,582     (105,744 )   370,340  
Issuance of warrants     -     830     -     -     830  
Share-based compensation     -     1,718     -     -     1,718  
Exercise of options     14     (4 )   -     -     10  
Total comprehensive loss for the period     -     -     (5,356 )   (36,509 )   (41,865 )
Balance at September 30, 2016     417,958     45,102     10,226     (142,253 )   331,033  
                                 
Balance at January 1, 2017     417,975     45,747     12,357     (137,140 )   338,939  
Issuance of warrants 15c   -     1,876     -     -     1,876  
Share-based compensation     -     2,765     -     -     2,765  
Exercise of options and warrants 15b,c   3,535     (1,017 )   -     -     2,518  
Settlement of performance share units     -     (1,876 )   -     -     (1,876 )
Total comprehensive income (loss) for the period     -     -     (8,998 )   41,862     32,864  
Balance at September 30, 2017     421,510     47,495     3,359     (95,278 )   377,086  

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



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

1. REPORTING ENTITY

Taseko Mines Limited (the Company) is a corporation governed by the British Columbia Business Corporations Act. The unaudited condensed consolidated interim financial statements of the Company as at and for the three and nine month periods ended September 30, 2017 comprise the Company, its subsidiaries and its 75% interest in the Gibraltar joint arrangement since its formation on March 31, 2010. The Company is principally engaged in the production and sale of metals, as well as related activities including exploration and mine development, within the province of British Columbia, Canada and the state of Arizona, USA. Seasonality does not have a significant impact on the Company’s operations.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting and follow the same accounting policies and methods of application as the Company’s most recent annual financial statements, except as to the accounting policy for deferred revenue as disclosed in Note 13. These condensed consolidated interim financial statements do not include all of the information required for full consolidated annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended December 31, 2016, prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on October 26, 2017.

(b) Use of judgments and estimates

In preparing these interim condensed consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at the year ended December 31, 2016, except for new judgments in the determination of the accounting treatment of the silver purchase and sale agreement presented as deferred revenue (Note 13).

(c) New accounting standards

The Company has not applied the following revised or new IFRS that have been issued but were not yet effective at September 30, 2017:

  • In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments to replace IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 includes requirements for recognition and measurement of financial instruments, a forward-looking “expected credit loss” impairment model and significant changes to general hedge accounting. IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company plans to adopt IFRS 9 at the date it becomes effective. The Company will evaluate the impact of the change to the financial statements based on the characteristics of financial instruments outstanding at the time of adoption.

1



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)
  • In May 2014, the IASB issued IFRS 15 Revenue from Contracts with Customers. The standard is effective for annual periods beginning on or after January 1, 2018 with early adoption permitted. The standard contains a single five-step model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time, when control of the goods or services is transferred to the customer; or over time, in a manner that best reflects the entity’s performance. New estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The Company is currently evaluating the potential impact of applying IFRS 15, primarily analyzing its concentrate sales agreements with customers. The Company plans to adopt IFRS 15 in its financial statements for the annual period beginning on January 1, 2018 and is conducting preliminary assessments on the impact of this change on its consolidated financial statements. The Company does not anticipate any significant changes in the gross amounts of revenue recognized from its customers.

  • In January 2016, the IASB issued IFRS 16 Leases. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer (‘lessee’) and the supplier (‘lessor’). IFRS 16 is effective for annual periods beginning on or after January 1, 2019. A company can choose to apply IFRS 16 before that date but only if it also applies IFRS 15 Revenue from Contracts with Customers. Upon adoption of IFRS 16, the Company anticipates it will record a material balance of lease assets and associated lease liabilities related to leases on the Consolidated Balance Sheet at January 1, 2019. The Company plans to apply IFRS 16 at the date it becomes effective and has not yet quantified the impact of this standard on its consolidated financial statements.

3. REVENUE

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Copper contained in concentrate   80,759     60,515     290,262     184,025  
Molybdenum concentrate   3,511     711     16,766     711  
Silver   402     1,128     1,662     2,970  
Total gross revenue   84,672     62,354     308,690     187,706  
Less: Treatment and refining costs   (6,164 )   (6,390 )   (25,799 )   (18,469 )
Revenue   78,508     55,964     282,891     169,237  

4. COST OF SALES

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Site operating costs   31,904     52,930     122,098     159,146  
Transportation costs   4,498     3,544     15,207     11,149  
Changes in inventories of finished goods and ore stockpiles   (3,027 )   (12,076 )   566     (9,156 )
Production costs   33,375     44,398     137,871     161,139  
Depletion and amortization   11,785     16,067     33,161     43,715  
Cost of sales   45,160     60,465     171,032     204,854  

2



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

Cost of sales consists of site operating costs (which include personnel costs, mine site supervisory costs, non-capitalized stripping costs, repair and maintenance costs, consumables, operating supplies and external services), transportation costs, and depletion and amortization.

5. DERIVATIVE INSTRUMENTS

During the three month period ended September 30, 2017, the Company purchased put option contracts for 30 million pounds of copper, at a cost of $2,026. These put options mature in equal monthly amounts over the fourth quarter of 2017 and first quarter of 2018. The outstanding options at September 30, 2017 are summarized in the following table:

  Notional amount Strike price Term to maturity Fair value asset
Copper put option contracts 30 million lbs US$2.70 per lb Q4 2017 and Q1
2018
954

The following table outlines the gains and losses associated with derivative instruments:

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Realized loss (gain) on copper put options   504     (18 )   1,089     986  
Unrealized loss on copper put options   647     567     1,072     567  
Change in fair value of copper call option (Note 12c)   -     (517 )   6,305     474  
    1,151     32     8,466     2,027  

In June 2017, the Company settled the copper call option obligation with a payment of $15,745 to the senior secured credit facility lender (see Note 12c).

6. FINANCE EXPENSES

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Interest expense   7,818     7,385     22,932     20,166  
Accretion on PER   567     579     1,704     1,813  
Loss on settlement of long-term debt   -     -     13,102     -  
    8,385     7,964     37,738     21,979  

As part of a refinancing completed in June 2017, the Company redeemed its $US200 million senior notes and repaid its US$70 million senior secured credit facility (see Note 12). The settlement of long-term debt resulted in a loss of $13,102, which includes a write-off of $9,203 of deferred financing costs relating to the settled debt and additional interest costs of $3,899 which were paid in lieu of notice to the noteholders and senior secured lender.

3



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

7. OTHER EXPENSES (INCOME)

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Write-down of mine equipment   3,551     -     3,551     -  
Management fee income   (292 )   (224 )   (876 )   (678 )
Special shareholder meeting costs   -     81     -     4,873  
Other financing costs   -     -     -     616  
Other operating expense (income), net   87     (40 )   125     (335 )
    3,346     (183 )   2,800     4,476  

8. INCOME TAX

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Current expense   420     -     1,396     -  
Deferred expense (recovery)   5,884     (4,330 )   22,675     (23,574 )
    6,304     (4,330 )   24,071     (23,574 )

9. OTHER FINANCIAL ASSETS

    September 30,     December 31,  
    2017     2016  
Current:            
 Marketable securities   2,569     1,419  
 Copper put option contracts (Note 5)   954     155  
    3,523     1,574  
Long-term:            
 Subscription receipts   10,333     10,333  
 Reclamation deposits   30,453     30,535  
 Restricted cash   7,500     7,500  
    48,286     48,368  

4



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

10. INVENTORIES

    September 30,     December 31,  
    2017     2016  
Ore stockpiles   19,971     28,186  
Copper concentrate   11,217     5,741  
Molybdenum concentrate   326     106  
Materials and supplies   26,387     26,517  
    57,901     60,550  

11. PROPERTY, PLANT & EQUIPMENT

During the three month period ended September 30, 2017, the Company capitalized stripping costs of $22,853 and incurred other capital expenditures for Gibraltar of $3,480. In addition, the Company capitalized development costs of $1,820 for the Florence Copper and $564 for the Aley Niobium projects. Non-cash additions to property, plant and equipment include $12,019 for the acquisition of mining equipment under capital leases and $2,188 of depreciation on mining assets related to capitalized stripping.

During the nine month period ended September 30, 2017, the Company capitalized stripping costs of $51,551 and incurred other capital expenditures for Gibraltar of $7,209. In addition, the Company capitalized development costs of $8,516 for the Florence Copper and $1,278 for the Aley Niobium projects. Non-cash additions to property, plant and equipment include $13,059 for the acquisition of mining equipment under capital leases and $4,803 of depreciation on mining assets related to capitalized stripping. The Company also capitalized interest of $2,602 during the nine month period ended September 30, 2017, related to the Florence Copper Project.

The rehabilitation cost asset decreased by $5,182 for the nine month period ended September 30, 2017, as a result of changes in estimates during the period including an increase in estimated costs and market driven discount rate changes.

12. DEBT

    September 30, 2017     December 31, 2016  
                         
    Carrying Value     Fair Value     Carrying Value     Fair Value  
Current:                        
 Capital leases   10,252     10,293     8,059     8,150  
 Secured equipment loans   2,837     2,863     8,098     8,073  
    13,089     13,156     16,157     16,223  
Long-term:                        
 Senior secured notes (Note 12a)   299,949     317,460     -     -  
 Capital leases   16,347     16,412     11,917     12,051  
 Secured equipment loans   2,048     2,087     3,298     3,303  
 Senior notes (Note 12b)   -     -     266,435     223,026  
 Senior secured credit facility (Note 12c)   -     -     91,483     91,933  
    318,344     335,959     373,133     330,313  

5



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

(a) Senior secured notes

In June 2017, the Company completed an offering of US$250,000 aggregate principal amount of senior secured notes (“the Notes”). The Notes mature on June 15, 2022 and bear interest at an annual rate of 8.750%, payable semi-annually on June 15 and December 15, commencing on December 15, 2017. The Notes were issued at 99% of par value and the Company incurred other transaction costs of $9,326 resulting in net proceeds from the offering of $317,596 (US$240,468). The net proceeds were used, along with cash on hand, to redeem the senior notes (Note 12b) and to repay the senior secured credit facility and to settle the related copper call option (Note 12c),

The Notes are secured by liens on the shares of Taseko’s wholly-owned subsidiary, Gibraltar Mines Ltd., and the subsidiary’s rights under the joint venture agreement relating to the Gibraltar mine. The Notes are guaranteed by each of Taseko’s existing and future restricted subsidiaries, other than certain immaterial subsidiaries. The Company is able to incur limited amounts of additional secured and unsecured debt under certain conditions as defined in the Note indenture. The Company is also subject to certain restrictions on asset sales, issuance of preferred stock, dividends and other restricted payments. However, there are no maintenance covenants with respect to the Company's financial performance.

The Company may redeem some or all of the Notes at any time on or after June 15, 2019, at redemption prices ranging from 104.375% to 100%, plus accrued and unpaid interest to the date of redemption. Prior to June 15, 2019, all or part of the notes may be redeemed at 100%, plus a make-whole premium, plus accrued and unpaid interest to the date of redemption. In addition, until June 15, 2019, the Company may redeem up to 35% of the aggregate principal amount of the notes, in an amount not greater than the net proceeds of certain equity offerings, at a redemption price of 108.750%, plus accrued and unpaid interest to the date of redemption. On a change of control, the Notes are redeemable at the option of the holder at a price of 101%.

(b) Senior notes

In April 2011, the Company completed a public offering of US$200,000 in senior unsecured notes. On June 14, 2017, the senior unsecured notes were redeemed at 100% of par value plus accrued interest to the redemption date for a total cost of $269,185 (US$203.8 million).

The unsecured notes were scheduled to mature on April 15, 2019 and were bearing interest at a fixed annual rate of 7.75%, payable semi-annually. The notes were unsecured obligations guaranteed by the Company’s subsidiaries and the subsidiary guarantees were, in turn, guaranteed by the Company. The notes were redeemable by the Company at par value after April 2017.

(c) Senior secured credit facility

On January 29, 2016, the Company entered into a US$70 million senior secured credit facility (the “Facility”) with EXP T1 Ltd., an affiliate of Red Kite. Amounts drawn under the Facility accrued interest on a monthly basis at a rate of three-month LIBOR plus 7.5% per annum, subject to a minimum LIBOR of 1% per annum. The loan principal and all accrued interest was payable upon maturity of the Facility on March 29, 2019. The Facility was repayable at any time without penalty and did not impose any off-take obligations on the Company.

The Facility was secured by a first priority charge over substantially all assets of the Company, including the Company’s 75% joint venture interest in the Gibraltar Mine, shares in all material subsidiaries and the Florence Copper project assets. The availability of the Facility was subject to conditions and covenants, including maintenance of a minimum working capital balance (as defined in the Facility) of US$20 million.

6



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

The first tranche of the Facility was drawn on January 29, 2016 and the proceeds of $46,444 (US$33.2 million) were used to repay an existing secured loan and to pay the arrangement fee and other transaction costs. The remainder of the Facility in the amount of $47,161 (US$36.8 million) was drawn during the second quarter of 2016. On June 14, 2017, the Facility plus all accrued interest was fully repaid for $104,901 (US$79.4 million).

Upon entering into the Facility in January 2016, the Company issued a call option to the lender for 7,500 tonnes of copper with a strike price of US$2.04/lb. The call option was to mature in March 2019 with an amount then payable to the lender based on the average copper price during the month of March 2019, subject to a maximum amount of US$15 million. On June 14, 2017 the Company settled the copper call option obligation with a payment to the lender of $15,745 (US$11.9 million), based on the cancellation pay-out amount defined in the Facility agreement.

Upon entering in the Facility, the Company also issued share purchase warrants to acquire 4 million common shares of the Company at any time until May 9, 2019 at an exercise price of $0.51 per share. These warrants were exercised by the lender in February and March 2017 (Note 15a,c).

The Company had incurred total deferred debt financing costs of $11,257, which included the initial fair value of the copper call option, warrants and other transaction costs. These costs were initially deferred and were being amortized over the life of the loan using the effective interest rate method. The remaining deferred costs were expensed on repayment in June 2017 (Note 6).

13. DEFERRED REVENUE

On March 3, 2017, the Company entered into a silver stream purchase and sale agreement with Osisko Gold Royalties Ltd. (“Osisko”), whereby the Company received an upfront cash deposit payment of US$33 million for the sale of an equivalent amount of its 75% share of Gibraltar payable silver production until 5.9 million ounces of silver have been delivered to Osisko. After that threshold has been met, 35% of an equivalent amount of Taseko's share of all future payable silver production from Gibraltar will be delivered to Osisko. In addition to the initial deposit, the Company receives cash payments of US$2.75 per ounce for all silver deliveries made under the agreement.

The Company recorded the initial deposit as deferred revenue and recognizes amounts in revenue as silver is delivered to Osisko. The amortization of deferred revenue is calculated on a per unit basis using the estimated total number of silver ounces expected to be delivered to Osisko over the life of the Gibraltar Mine. The current portion of deferred revenue is an estimate based on deliveries anticipated over the next twelve months.

The silver sale agreement has a minimum term of 50 years and automatically renews for successive 10-year periods as long as Gibraltar mining operations are active. If the initial deposit is not fully reduced through silver deliveries at current market prices at time of the deliveries, a cash payment for the remaining amount will be due to Osisko at the expiry date of the agreement. The Company’s obligations under the agreement are secured by a pledge of Taseko’s 75% interest in the Gibraltar Joint Venture.

In connection with the silver stream transaction, the Company issued share purchase warrants to Osisko to acquire 3 million common shares of the Company at any time until April 1, 2020 at an exercise price of $2.74 per share. The fair value of the warrants was estimated to be $1,876 at the date of grant and was measured based on the Black-Scholes valuation model. The fair value was determined using the expected life of 3 years, expected volatility of the Company’s common share price of 61%, an expected dividend yield of 0%, and a risk-free interest rate of 0.9% (Note 15c).

7



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

The following table summarizes changes in deferred revenue:      
 Upfront cash deposit   44,151  
 Issuance of warrants   (1,876 )
 Amortization of deferred revenue   (1,026 )
Balance, September 30, 2017   41,249  

Deferred revenue is reflected in the condensed consolidated interim balance sheets as follows:

    September 30, 2017  
Current   1,796  
Non-current   39,453  
    41,249  

14. OTHER FINANCIAL LIABILITIES

    September 30,     December 31,  
    2017     2016  
Long-term:            
 Amounts payable to BC Hydro   8,227     10,938  
 Less: Current portion payable   (7,400 )   -  
 Deferred share units (Note 15b)   4,548     1,535  
 Derivative liability – copper call option (Note 12c)   -     9,440  
    5,375     21,913  

In June 2017 the Company settled the copper call option obligation with a payment of $15,745 to the senior secured credit facility lender (see Note 12c)

As at September 30, 2017, the Company has deferred electricity payments of $8,227 under BC Hydro’s five-year power rate deferral program for BC mines. Under the program, effective March 1, 2016, the Gibraltar Mine is able to defer up to 75% of electricity costs. The amount of deferral is based on a formula that incorporates the average copper price in Canadian dollars during the preceding month. The deferred amount, plus interest at the prime rate plus 5%, will be repayable on a monthly schedule of up to 75% of the monthly electricity billing, if the average copper price during the preceding month exceeds a threshold amount of $3.40 per pound. Any remaining deferred balance will be repayable at the end of the five year term. During the three and nine month period ended September 30, 2017, the Company made net repayments of $1,662 and $2,711 respectively to BC Hydro. The current portion of the amount payable to BC Hydro has been estimated based on recent copper prices, and is recorded as a current liability at September 30, 2017.

8



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

15. EQUITY

(a) Share capital

(thousands of shares)   Common shares  
Common shares outstanding at January 1, 2017   221,867  
 Exercise of warrants (Note 12c)   4,000  
 Exercise of share options   699  
Common shares outstanding at September 30, 2017   226,566  

The Company’s authorized share capital consists of an unlimited number of common shares with no par value.

(b) Share-Based Compensation

          Average  
(thousands of options)   Options     Exercise price  
Outstanding at January 1, 2017   11,941     1.74  
 Granted   1,911     1.25  
 Exercised   (699 )   0.68  
 Expired   (2,229 )   2.59  
 Forfeited   (12 )   0.96  
Outstanding at September 30, 2017   10,912     1.54  

During the nine month period ended September 30, 2017, the Company granted 1,910,500 (2016 – 2,601,000) share options to directors, executives and employees, exercisable at an average exercise price of $1.25 per common share over a three to five year period. The total fair value of options granted was $1,165 (2016 – $442) and had a weighted average grant-date fair value of $0.61 (2016 – $0.17) per option.

The fair value at grant date of share options granted is measured based on the Black-Scholes formula. Expected volatility is estimated by considering historic average share price volatility. The inputs used in the measurement of the fair values at grant date of the share-based payment plans are the following:

    Nine months ended  
    September 30, 2017  
Expected term (years)   4.5  
Forfeiture rate   0%  
Volatility   61%  
Dividend yield   0%  
Risk-free interest rate   1%  
Weighted-average fair value per option   $ 0.61  

The Company has other share-based compensation plans in the form of Deferred Share Units (“DSUs”), and Performance Share Units (“PSUs”).

The continuity of DSUs and PSUs issued and outstanding is as follows:

9



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

    DSUs     PSUs  
Outstanding at January 1, 2017   1,323,371     1,706,792  
 Granted   620,000     400,000  
 Settled   -     (887,792 )
Outstanding at September 30, 2017   1,943,371     1,219,000  

During the three and nine month period ended September 30, 2017, 645,559 and 887,792 respectively, of the PSUs issued to executives during the first six months of 2016, in lieu of annual incentive plan payments for 2015, were settled on a cash basis. The 242,233 PSUs that settled during the second quarter were cash-settled at $1.75 per unit, with 645,559 PSUs settled at $2.25 per unit during the third quarter. The settlement amounts were based on the 5-day volume weighted average share price prior to the vesting date.

During the nine month period ended September 30, 2017, 620,000 DSUs were issued to directors (2016 - 714,000) and 400,000 PSUs to senior executives (2016 – 1,349,292). The fair value of DSUs and PSUs granted was $1,301 (2016 - $1,080), with a weighted average fair value at the grant date of $1.27 per unit for the DSUs (2016 - $0.38 per unit) and $1.27 per unit for the PSUs (2016 - $0.60 per unit).

A total share based compensation expense of $2,250 and $5,779 has been recognized for the three and nine month periods ended September 30, 2017 (2016: $253 and $2,300).

(c) Share Purchase Warrants

    Warrants     Exercise Price  
Outstanding at January 1, 2017   4,000,000     0.51  
 Issued   3,000,000     2.74  
 Exercised   (4,000,000 )   0.51  
Outstanding at September 30, 2017   3,000,000     2.74  

16. COMMITMENTS AND CONTINGENCIES

(a) Commitments

At September 30, 2017, capital commitments totaled $2,371 and the Company’s share of contractual operating commitments totaled $11,460.

(b) Contingencies

The Company has guaranteed 100% of certain capital lease and equipment loans entered into by the Gibraltar joint venture in which it holds a 75% interest. As a result, the Company has guaranteed the joint venture partner’s 25% share of this debt which amounted to $10,495 as at September 30, 2017.

10



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

17. SUPPLEMENTARY CASH FLOW INFORMATION

    Three months ended     Nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Change in non-cash working capital items                        
Accounts receivable   3,653     (7,190 )   4,136     (4,533 )
Inventories   (3,127 )   (11,364 )   696     (10,636 )
Prepaids   423     318     (557 )   (312 )
Accounts payable and accrued liabilities   (3,363 )   (2,165 )   3,303     (59 )
Interest payable   (70 )   92     (90 )   (565 )
Income tax paid   -     -     (1,075 )   (750 )
    (2,484 )   (20,309 )   6,413     (16,855 )
Non-cash investing and financing activities                        
Share purchase warrants issued (Note 13)   -     -     1,876     -  
Assets acquired under capital lease   12,019     -     13,059     -  
Derivative liabilities (Note 12c)   -     -     -     7,334  
Share purchase warrants exercised (Note 12c)   -     -     (830 )   830  
    12,019     -     14,105     8,164  

18. RELATED PARTIES

Related party transactions

    Transaction value for the     Transaction value for the  
    three months ended     nine months ended  
    September 30,     September 30,  
    2017     2016     2017     2016  
Hunter Dickinson Services Inc.:                        
 General and administrative expenses   285     309     1,008     1,084  
 Exploration and evaluation expenses   11     11     84     31  
    296     320     1,092     1,115  
Gibraltar joint venture:                        
 Management fee income   291     223     875     677  
 Reimbursable compensation expenses and                        
 third party costs   (6 )   (4 )   33     101  
    285     219     908     778  

    Balance due (to) from as at  
    September 30,  
    2017     2016  
Hunter Dickinson Services Inc.   (61 )   (56 )
Gibraltar Joint Venture   285     (19 )

11



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

Three directors of the Company are also principals of Hunter Dickinson Services Inc. (HDSI), a private company. HDSI invoices the Company for their executive services (director fees) and for other services provided by HDSI. For the three month period ended September 30, 2017, the Company incurred total costs of $296 (Q3 2016: $320) in transactions with HDSI. Of these, $119 (Q3 2016: $143) related to administrative, legal, exploration and tax services, $107 related to reimbursements of office rent costs (Q3 2016: $107), and $70 (Q3 2016: $70) related to director fees for two Taseko directors who are also principals of HDSI.

For the nine month period ended September 30, 2017, the Company incurred total costs of $1,092 (2016: $1,115) in transactions with HDSI. Of these, $463 (2016: $495) related to administrative, legal, exploration and tax services, $419 related to reimbursements of office rent costs (2016: $410), and $210 (2016: $210) related to director fees for two Taseko directors who are also principals of HDSI.

Under the terms of the joint venture operating agreement, the Gibraltar Joint Venture pays the Company a management fee for services rendered by the Company as operator of the Gibraltar Mine. In addition, the Company pays certain expenses on behalf of the Gibraltar Joint Venture and invoices the Joint Venture for these expenses.

19. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value, by reference to the reliability of the inputs used to estimate the fair values.

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has certain financial assets and liabilities that are measured at fair value on a recurring basis and uses the fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, with Level 1 inputs having the highest priority.

12



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

    Level 1     Level 2     Level 3     Total  
September 30, 2017                        
Financial assets designated as FVTPL                        
   Copper put option contracts   -     954     -     954  
Available-for-sale financial assets                        
   Marketable securities   2,569     -     -     2,569  
   Subscription receipts   -     -     10,333     10,333  
   Reclamation deposits   30,453     -     -     30,453  
    33,022     954     10,333     44,309  
December 31, 2016                        
Financial assets designated as FVTPL                        
   Copper put option contracts   -     155     -     155  
Available-for-sale financial assets                        
   Marketable securities   1,419     -     -     1,419  
   Subscription receipts   -     -     10,333     10,333  
   Reclamation deposits   30,535     -     -     30,535  
    31,954     155     10,333     42,442  
Financial liabilities                        
 Copper call option (Note 12b)   -     9,440     -     9,440  

There have been no transfers between fair value levels during the reporting period. The carrying value of cash and equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value as at September 30, 2017.

The fair value of the senior secured notes, a Level 1 instrument, is determined based upon publicly available information. The fair value of the capital leases and secured equipment loans, Level 2 instruments, are determined through discounting future cash flows at an interest rate of 4.1% based on the relevant loans effective interest rate.

The fair values of the Level 2 instruments are based on broker quotes. Similar contracts are traded in an active market and the broker quotes reflect the actual transactions in similar instruments.

The Company’s metal concentrate sales contracts are subject to provisional pricing with the selling price adjusted at the end of the quotational period. At each reporting date, the Company’s accounts receivable on these contracts are marked-to-market based on a quoted forward price for which there exists an active commodity market.

The subscription receipts, a Level 3 instrument, are valued based on a third party transaction.

13



TASEKO MINES LIMITED
Notes to Condensed Consolidated Interim Financial Statements
(Cdn$ in thousands - unaudited)

Commodity Price Risk

Provisional pricing mechanisms embedded within the Company’s sales arrangements have the character of a commodity derivative and are carried at fair value as part of accounts receivable. The table below summarizes the impact on revenue and receivables for changes in commodity prices on the fair value of derivatives and the provisionally invoiced sales volumes.

    As at September 30,  
    2017  
Copper increase/decrease by US$0.30/lb.1, 2   3,839  

1The analysis is based on the assumption that the period-end copper price increases 10% with all other variables held constant. The closing exchange rate for the quarter ended September 30, 2017 of CAD/USD 1.2480 was used in the analysis.
2At September 30, 2017, 10 million pounds of copper in concentrate were exposed to copper price movements.

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