EX-99.6 7 d459781dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

 

LOGO

Consolidated Financial Statements

December 31, 2017 and 2016


MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The consolidated financial statements, the notes thereto and other financial information contained in the Management’s Discussion and Analysis have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and are the responsibility of the management of Taseko Mines Limited. The financial information presented elsewhere in the Management’s Discussion and Analysis is consistent with the data that is contained in the consolidated financial statements. The consolidated financial statements, where necessary, include amounts which are based on the best estimates and judgment of management.

In order to discharge management’s responsibility for the integrity of the financial statements, the Company maintains a system of internal control over financial reporting. These controls are designed to provide reasonable assurance that the Company’s assets are safeguarded, transactions are executed and recorded in accordance with management’s authorization, proper records are maintained and relevant and reliable financial information is produced. These controls include maintaining quality standards in hiring and training of employees, establishing policies and procedures, a corporate code of conduct and ensuring that there is proper accountability for performance within appropriate and well-defined areas of responsibility.

The Board of Directors is responsible for overseeing management’s performance of its responsibilities for financial reporting and internal control over financial reporting. The Audit Committee, which is composed of non-executive directors, meets with management as well as the external auditors to ensure that management is properly fulfilling its financial reporting responsibilities to the Directors who approve the consolidated financial statements. The external auditors have full and unrestricted access to the Audit Committee to discuss the scope of their audits, the adequacy of the system of internal control over financial reporting and review financial reporting issues.

The consolidated financial statements have been audited by KPMG LLP, the Company’s independent registered public accounting firm, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).

 

LOGO     LOGO
Russell Hallbauer     Stuart McDonald
Chief Executive Officer     Chief Financial Officer

Vancouver, British Columbia

February 20, 2018


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’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 International Financial Reporting Standards. The Company’s internal control over financial reporting 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 Company;

 

   

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 Company are being made only in accordance with authorizations of management and directors of the Company; and

 

   

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s management, under the supervision of the Chief Executive Officer and the Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act as of December 31, 2017. In making this assessment, it used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that, as of December 31, 2017, the Company’s internal control over financial reporting is effective based on those criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has been audited by KPMG LLP, the Company’s independent registered public accounting firm, as stated in their report immediately preceding the Company’s audited consolidated financial statements for the years ended December 31, 2017 and 2016.

 

LOGO     LOGO
Russell Hallbauer     Stuart McDonald
Chief Executive Officer     Chief Financial Officer

Vancouver, British Columbia

February 20, 2018


LOGO                              
   KPMG LLP   

Telephone

  

(604) 691-3000

   Chartered Professional Accountants               

Fax

  

(604) 691-3031

  

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

  

Internet

  

www.kpmg.ca

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Taseko Mines Limited

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Taseko Mines Limited (the “Company”), which comprise the consolidated balance sheets as at December 31, 2017 and December 31, 2016, the consolidated statements of comprehensive income (loss), changes in equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2017 and December 31, 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Report on Internal Control Over Financial Reporting

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

A – Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

B – Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are required to be independent with respect to the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We are a public accounting firm registered with the PCAOB.


LOGO

 

An audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included obtaining and examining, on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.

//s// KPMG LLP

We have served as the Company’s auditor since 1999.

Vancouver, Canada

February 20, 2018

 

2


LOGO                              
   KPMG LLP   

Telephone

  

(604) 691-3000

   Chartered Professional Accountants               

Fax

  

(604) 691-3031

  

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

  

Internet

  

www.kpmg.ca

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Taseko Mines Limited

Opinion on Internal Control Over Financial Reporting

We have audited Taseko Mines Limited (the “Company”) internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Report on the Consolidated Financial Statements

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company, which comprise the consolidated balance sheets as at December 31, 2017 and December 31, 2016, the consolidated statements of comprehensive income (loss), changes in equity and cash flows for the years then ended, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the “consolidated financial statements”), and our report dated February 20, 2018 expressed an unmodified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB and in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


LOGO

 

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

//s// KPMG LLP

Chartered Professional Accountants

Vancouver, Canada

February 20, 2018

 

2


TASEKO MINES LIMITED

Consolidated Statements of Comprehensive Income (Loss)

(Cdn$ in thousands, except share and per share amounts)

 

 

 

           

For the years ended

December 31,

 
     Note      2017     2016  

Revenues

     4        378,299       263,865  

Cost of sales

     5       

Production costs

        (200,583     (209,150

Depletion and amortization

        (47,722     (52,939
     

 

 

   

 

 

 

Earnings from mining operations

        129,994       1,776  

General and administrative

        (12,775     (11,299

Share-based compensation

     22        (6,983     (3,619

Exploration and evaluation

        (1,730     (2,087

Loss on derivatives

     7        (10,082     (6,360

Other income (expenses)

     8        (6,341     (4,072
     

 

 

   

 

 

 

Income (loss) before financing costs and income taxes

        92,083       (25,661

Finance expenses

     9        (46,430     (30,007

Finance income

        935       1,084  

Foreign exchange gains

        16,852       8,475  
     

 

 

   

 

 

 

Income (loss) before income taxes

        63,440       (46,109

Income tax (expense) recovery

     10        (29,178     14,713  
     

 

 

   

 

 

 

Net income (loss)

        34,262       (31,396
     

 

 

   

 

 

 

Other comprehensive income (loss):

       

Unrealized loss on available-for-sale financial assets, before tax

        (4,248     (32

Tax recovery

        —         516  

Foreign currency translation reserve

        (7,720     (3,709
     

 

 

   

 

 

 

Total other comprehensive loss

        (11,968     (3,225
     

 

 

   

 

 

 

Total comprehensive income (loss)

        22,294       (34,621
     

 

 

   

 

 

 

Earnings (loss) per share

       

Basic

        0.15       (0.14

Diluted

        0.15       (0.14

Weighted average shares outstanding (thousands)

       

Basic

        225,682       221,828  

Diluted

        232,039       221,828  

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


TASEKO MINES LIMITED

Consolidated Statements of Cash Flows

(Cdn$ in thousands)

 

 

 

         

For the years ended

December 31,

 
     Note    2017     2016  

Operating activities

       

Net income (loss) for the year

        34,262       (31,396

Adjustments for:

       

Depletion and amortization

        47,722       53,024  

Income tax expense (recovery)

   10      29,178       (14,713

Share-based compensation expense

   22      7,100       3,682  

Loss on derivatives

   7      10,082       6,360  

Finance expenses, net

        45,495       28,923  

Unrealized foreign exchange gains

        (17,684     (7,785

Write-down of mine equipment

        3,551       —    

Deferred revenue deposit

        44,151       —    

Amortization of deferred revenue

   18      (1,322     —    

Deferred electricity payments (repayments)

   16, 19      (6,174     10,938  

Other operating activities

        1,097       (469

Net change in non-cash working capital

   24      13,621       (14,711
     

 

 

   

 

 

 

Cash provided by operating activities

        211,079       33,853  

Investing activities

       

Purchase of property, plant and equipment

   14      (97,223     (18,843

Purchase of copper put options

   7      (3,952     (3,777

Proceeds from copper put options

   7      —         3,371  

Investment in other financial assets

        (1,395     —    

Other investing activities

        758       158  
     

 

 

   

 

 

 

Cash used for investing activities

        (101,812     (19,091

Financing activities

       

Net proceeds from issuance of senior secured notes

   17a      317,596       —    

Repayment of senior notes

   17b      (264,180     —    

Repayment of senior secured credit facility

   17c      (92,463     —    

Settlement of copper call option

   17c      (15,745     —    

Interest paid

        (43,995     (22,668

Repayment of capital leases and equipment loans

        (17,074     (16,586

Proceeds on exercise of options and warrants

        2,928       22  

Proceeds from senior secured credit facility

   17b      —         93,605  

Financing costs for senior secured credit facility

   17c      —         (4,346

Repayment of Curis secured loan

   17c      —         (43,767
     

 

 

   

 

 

 

Cash provided by (used for) financing activities

        (112,933     6,260  

Effect of exchange rate changes on cash and equivalents

        (5,133     (513
     

 

 

   

 

 

 

Increase (decrease) in cash and equivalents

        (8,799     20,509  

Cash and equivalents, beginning of year

        89,030       68,521  
     

 

 

   

 

 

 

Cash and equivalents, end of year

        80,231       89,030  
     

 

 

   

 

 

 
Supplementary cash flow disclosures    24     

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


TASEKO MINES LIMITED

Consolidated Balance Sheets

(Cdn$ in thousands)

 

 

 

          December 31,     December 31,  
    

Note

   2017     2016  

ASSETS

       

Current assets

       

Cash and equivalents

        80,231       89,030  

Accounts receivable

   11      21,618       12,905  

Other financial assets

   12      2,774       1,574  

Inventories

   13      39,639       60,550  

Prepaids

        1,474       1,268  
     

 

 

   

 

 

 
        145,736       165,327  

Property, plant and equipment

   14      797,265       730,208  

Other financial assets

   12      40,537       48,368  

Goodwill

   15      5,172       5,536  
     

 

 

   

 

 

 
        988,710       949,439  
     

 

 

   

 

 

 

LIABILITIES

       

Current liabilities

       

Accounts payable and other liabilities

   16      47,382       33,416  

Current income tax payable

   10      302       889  

Current portion of long-term debt

   17      11,270       16,157  

Current portion of deferred revenue

   18      1,312       —    

Interest payable on senior notes

        1,143       4,336  
     

 

 

   

 

 

 
        61,409       54,798  

Long-term debt

   17      317,948       373,133  

Provision for environmental rehabilitation (“PER”)

   20      107,874       98,454  

Deferred and other tax liabilities

   10      89,045       62,202  

Deferred revenue

   18      39,640       —    

Other financial liabilities

   19      5,714       21,913  
     

 

 

   

 

 

 
        621,630       610,500  

EQUITY

       

Share capital

   21(a)      422,091       417,975  

Contributed surplus

   21(c), 22      47,478       45,747  

Accumulated other comprehensive income (“AOCI”)

   21d      389       12,357  

Deficit

        (102,878     (137,140
     

 

 

   

 

 

 
        367,080       338,939  
     

 

 

   

 

 

 
        988,710       949,439  
     

 

 

   

 

 

 

Commitments and contingencies

   20, 23     

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


TASEKO MINES LIMITED

Consolidated Statements of Changes in Equity

(Cdn$ in thousands)

 

 

 

     Share
capital
     Contributed
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

     —          2,368       —         —         2,368  

Exercise of options

     31        (9         22  

Total comprehensive loss for the year

     —          —         (3,225     (31,396     (34,621
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

     417,975        45,747       12,357       (137,140     338,939  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at January 1, 2017

     417,975        45,747       12,357       (137,140     338,939  

Issuance of warrants

     —          1,876       —         —         1,876  

Share-based compensation

     —          2,919       —         —         2,919  

Exercise of options and warrants

     4,116        (1,188     —         —         2,928  

Settlement of performance share units

     —          (1,876     —         —         (1,876

Total comprehensive income (loss) for the year

     —          —         (11,968     34,262       22,294  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

     422,091        47,478       389       (102,878     367,080  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

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


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

1.

REPORTING ENTITY

Taseko Mines Limited (the “Company” or “Taseko”) is a corporation governed by the British Columbia Business Corporations Act. The consolidated financial statements of the Company as at and for the year ended December 31, 2017 comprise the Company, its subsidiaries and its 75% interest in the Gibraltar joint venture 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.

BASIS OF PREPARATION

 

2.1

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

These consolidated financial statements were authorized for issue by the Board of Directors on February 20, 2018.

 

2.2

Basis of measurement, judgment and estimation

These consolidated financial statements have been prepared on a historical cost basis except for fair-value-through-profit-or-loss, available-for-sale and derivative financial instruments, which are measured at fair value.

These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. Foreign currency monetary assets and liabilities are translated into Canadian dollars at the closing exchange rate as at the balance sheet date. Foreign currency non-monetary assets and liabilities, revenues and expenses are translated into Canadian dollars at the prevailing rate of exchange on the dates of the transactions. Any gains and losses are included in profit and loss. The Company’s US subsidiary measures the items in its financial statements using the US dollar as its functional currency. The assets and liabilities of the US subsidiary are translated into Canadian dollars using the period end exchange rate. The income and expenses are translated into Canadian dollars at the weighted average exchange rates to the period end reporting date. Any gains and losses on translation are included in accumulated other comprehensive income (“AOCI”). All financial information presented in Canadian dollars has been rounded to the nearest thousand, unless otherwise noted.

The preparation of these consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

In the process of applying the Company’s accounting policies, significant areas where judgment is required include the determination of a joint arrangement and recovery of other deferred tax assets.

Significant areas of estimation include reserve and resource estimation; asset valuations and the measurement of impairment charges or reversals; finished and in-process inventory quantities; plant and equipment lives; tax provisions; provisions for environmental rehabilitation; valuation of financial instruments and derivatives; deferred stripping costs and share-based compensation. Key estimates and assumptions made by management with respect to these areas have been disclosed in the notes to these consolidated financial statements as appropriate.

 

1


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

The accuracy of reserve and resource estimates is a function of the quantity and quality of available data and the assumptions made and judgment used in the engineering and geological interpretation, and may be subject to revision based on various factors. Changes in reserve and resource estimates may impact the carrying value of property, plant and equipment; the calculation of depreciation expense; the capitalization of stripping costs incurred during production; and the timing of cash flows related to the provision for environmental rehabilitation.

Changes in forecast prices of commodities, exchange rates, production costs and recovery rates may change the economic status of reserves and resources. Forecast prices of commodities, exchange rates, production costs and recovery rates, and discount rates assumptions, either individually or collectively, may impact the carrying value of derivative financial instruments, inventories, property, plant and equipment, and intangibles, as well as the measurement of impairment charges or reversals.

 

2.3

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and controlled entities as at December 31, 2017. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income (loss) from the date the Company gains control until the date the Company ceases to control the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies. All intercompany assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation.

The Company applies the acquisition method in accounting for business combinations. The consideration transferred by the Company to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

The Company recognizes identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognized in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognized amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount would be recognized in profit or loss immediately.

 

2.4

Significant Accounting Policies

 

(a)

Revenue recognition

Revenue is recognized when the significant risks and rewards of ownership have been transferred and the amount of revenue is reasonably determinable. These conditions are generally satisfied when title passes to the customer. Cash received in advance of meeting these conditions is recorded as deferred revenue.

 

2


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

Under the terms of the Company’s concentrate and cathode sales contracts, the final sales amount is based on final assay results and quoted market prices which may be in a period subsequent to the date of sale. Revenues for these sales, net of treatment and refining charges are recorded at the time of shipment, which is also when the risks and rewards of ownership transfer to the customer, based on an estimate of metal contained using initial assay results and forward market prices on the expected date that final sales prices will be fixed. The period between provisional pricing and final settlement can be up to four months. This provisional pricing mechanism represents an embedded derivative. The embedded derivative is recorded at fair value each reporting period by reference to forward market prices until the date of final pricing, with the changes in fair value recorded as an adjustment to revenue.

 

(b)

Cash and equivalents

Cash and equivalents consist of cash and highly-liquid investments having terms of three months or less from the date of acquisition and that are readily convertible to known amounts of cash. Cash and equivalents exclude cash subject to restrictions.

 

(c)

Financial instruments

Financial assets and liabilities are recognized on the balance sheet when the Company becomes party to the contractual provisions of the instrument. The classification of financial instruments dictates how these assets and liabilities are measured subsequently in the Company’s consolidated financial statements.

Financial instruments at fair value through profit or loss (FVTPL)

Financial instruments are classified as FVTPL when they are held for trading. A financial instrument is held for trading if it was acquired for the purpose of selling in the near term. Derivative financial instruments that are not designated and effective as hedging instruments are classified as FVTPL. Financial instruments classified as FVTPL are stated at fair value with any changes in fair value recognized in earnings for the period. Financial assets in this category include derivative financial instruments that the Company acquires to manage exposure to commodity price fluctuations. These instruments are non-hedge derivative instruments.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, these financial assets are recorded at amortized cost using the effective interest method, except for short-term receivables when the recognition of interest would be immaterial. Accounts receivable are assessed for evidence of impairment at each reporting date, with any impairment recognized in earnings for the period. Financial assets in this category include cash and equivalents and accounts receivable.

Available-for-sale financial assets

Marketable securities, subscription receipts and reclamation deposits are designated as available-for-sale and recorded at fair value. Unrealized gains and losses are recognized in other comprehensive income until the securities are disposed of or when there is evidence of impairment in value. Impairment is evident when there has been a significant or sustained decline in the fair value of the marketable securities. If an impairment in value has been determined, it is recognized in earnings for the period.

Financial liabilities

Financial liabilities are initially recorded at fair value, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method. The Company has accounted for accounts payable and accrued liabilities and long-term debt under this method.

 

3


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

Fair value measurement

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).

 

(d)

Exploration and evaluation

Exploration and evaluation expenditures relate to the initial search for a mineral deposit and the subsequent evaluation to determine the economic potential of the mineral deposit. The exploration and evaluation stage commences when the Company obtains the legal right or license to begin exploration. Exploration and evaluation expenditures are recognized in earnings in the period in which they are incurred.

Capitalization of development costs as mineral property, plant and equipment commences once the technical feasibility and commercial viability of the extraction of mineral reserve and resources associated with the Company’s evaluation properties are established and management has made a decision to proceed with development.

 

(e)

Inventories

Inventories are valued at the lower of cost and net realizable value. Cost is determined on a weighted average basis and includes direct labour and materials; non-capitalized stripping costs; depreciation and amortization; freight; and overhead costs. Net realizable value is determined with reference to relevant market prices, less applicable variable selling costs and estimated remaining costs of completion to bring the inventories into saleable form.

Ore stockpiles represent stockpiled ore and metals in the processing circuits that have not yet completed the production process, and are not yet in a saleable form. Finished goods inventories represent metals in saleable form that have not yet been sold. Materials and supplies inventories represent consumables used in the production process, as well as spare parts and other maintenance supplies that are not classified as capital items.

The quantity of recoverable metal in stockpiled ore and in the processing circuits is an estimate which is based on the tons of ore added and removed, expected grade and recovery. The quantity of recoverable metal in concentrate is an estimate using initial assay results.

 

(f)

Property, plant and equipment

Land, buildings, plant and equipment

Land, buildings, plant and equipment are recorded at cost, including all expenditures incurred to prepare an asset for its intended use.

 

4


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

Repairs and maintenance costs are charged to expense as incurred, except when these repairs significantly extend the life of an asset or result in an operating improvement. In these instances, the portion of these repairs relating to the betterment is capitalized as part of plant and equipment.

Depreciation is based on the cost of the asset less residual value. Where an item of plant and equipment is comprised of major components with different useful lives, the components are accounted for as separate items and depreciated separately. Depreciation commences when an asset is available for use. Estimates of remaining useful lives and residual values are reviewed annually. Changes in estimates are accounted for prospectively.

The depreciation rates of the major asset categories are as follows:

 

Land

   Not depreciated

Buildings

   Straight-line basis over 10-25 years

Plant and equipment

   Units-of-production basis

Mining equipment

   Straight-line basis over 5-20 years

Light vehicles and other mobile equipment

   Straight-line basis over 2-5 years

Furniture, computer and office equipment

   Straight-line basis over 2-3 years

Mineral properties

Mineral properties consist of the cost of acquiring and developing mineral properties. Once in production, mineral properties are amortized on a units-of-production basis over the component of the ore body to which the capitalized costs relate.

Property acquisition costs arise either as an individual asset purchase or as part of a business combination, and may represent a combination of either proven and probable reserves, resources, or future exploration potential. When management has not made a determination that technical feasibility and commercial viability of extracting a mineral resource are demonstrable, the entire amount is considered property acquisition costs and not amortized. When such property moves into development, the property acquisition cost asset is transferred to mineral properties within property, plant and equipment.

Mineral property development costs include: stripping costs incurred in order to provide initial access to the ore body; stripping costs incurred during production that generate a future economic benefit by increasing the productive capacity, extending the productive life of the mine or allowing access to a mineable reserve; capitalized project development costs; and capitalized interest.

Construction in progress

Construction in progress includes the purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use. Construction in progress includes advances on long-lead items. Construction in progress is not depreciated. Once the asset is complete and available for use, the costs of construction are transferred to the appropriate category of property, plant and equipment, and depreciation commences.

Capitalized interest

Interest is capitalized for qualifying assets. Qualifying assets are assets that require a substantial period of time to prepare for their intended use. Capitalization ceases when the asset is substantially complete or if construction is interrupted for an extended period. Where the funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rates applicable to relevant general borrowings of the Company during the period.

 

5


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

Leased assets

Leased assets in which the Company receives substantially all the risks and rewards of ownership of the asset are capitalized as finance leases at the lower of the fair value of the asset or the estimated present value of the minimum lease payments. The corresponding lease obligation is recorded within debt on the balance sheet. Assets under operating leases are not capitalized and rental payments are expensed on a straight-line basis.

Impairment

The carrying amounts of the Company’s non-financial assets are reviewed for impairment whenever circumstances suggest that the carrying value may not be recoverable. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. These assessments require the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance.

The recoverable amount of an asset or cash generating unit (CGU) is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s-length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows that are largely independent of the cash flows of other assets or CGU’s. If the recoverable amount of an asset or its related CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount and the impairment loss is recognized in earnings for the period.

Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but not to an amount that exceeds the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU in prior years. A reversal of an impairment loss is recognized immediately in earnings.

 

(g)

Income taxes

Income tax on the earnings for the periods presented comprises current and deferred tax. Income tax is recognized in earnings except to the extent that it relates to items recognized directly in equity or in other comprehensive income. Income tax is calculated using tax rates enacted or substantively enacted at the reporting date applicable to the period of expected realization or settlement.

Current tax expense is the expected tax payable on the taxable income for the year, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is determined using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities acquired (not in a business combination) that affect neither accounting nor taxable profit on acquisition; and differences relating to investments in subsidiaries, associates, and joint ventures to the extent that they are not probable to reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent it is no longer probable that the related tax benefit will be realized.

 

6


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

(h)

Share-based compensation

The fair-value method is used for the Company’s share-based payment transactions. Under this method, the cost of share options and equity-settled performance share units is recorded based on their estimated fair value at the grant date, including an estimate of the forfeiture rate. The fair value of the share options and performance share units is expensed on a graded amortization basis over the vesting period of the awards, with a corresponding increase in equity.

Share-based compensation expense relating to cash-settled awards, including deferred share units, is recognized based on the quoted market value of the Company’s common shares on the date of grant. The related liability is re-measured to fair value each reporting period to reflect changes in the market value of the Company’s common shares, with changes in fair value recorded in net profit (loss).

 

(i)

Provisions

Environmental rehabilitation

The Company records the present value of estimated costs of legal and constructive obligations required to retire an asset in the period in which the obligation occurs. Environmental rehabilitation activities include facility decommissioning and dismantling; removal and treatment of waste materials; site and land rehabilitation, including compliance with and monitoring of environmental regulations; and related costs required to perform this work and/or operate equipment designed to reduce or eliminate environmental effects. The provision for environmental rehabilitation (“PER”) is adjusted each period for new disturbances, and changes in regulatory requirements, the estimated amount of future cash flows required to discharge the liability, the timing of such cash flows and the pre-tax discount rate specific to the liability. The unwinding of the discount is recognized in earnings as a finance cost.

When a PER is initially recognized, the corresponding cost is capitalized by increasing the carrying amount of the related asset, and is amortized to earnings on a unit-of-production basis. Costs are only capitalized to the extent that the amount meets the definition of an asset and represents future economic benefits to the operation.

Significant estimates and assumptions are made in determining the provision for environmental rehabilitation as there are numerous factors that will affect the ultimate liability payable. These factors include estimation of the extent and cost of rehabilitation activities; timing of future cash flows that are impacted by changes in discount rates; inflation rate; and regulatory requirements.

Other provisions

Other provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. Where the effect is material, the provision is discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. The accretion expense is included in finance expense.

 

(j)

Finance income and expenses

Finance income comprises interest income on funds invested, gains on the disposal of marketable securities, and changes in the fair value of derivatives included in cash and equivalents and marketable securities. Interest income is recognized as it accrues in earnings, using the effective interest method. Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, losses on the disposal of marketable securities, changes in the fair value of derivatives included in cash and equivalents and marketable securities, and impairment losses recognized on financial assets. Borrowing costs that are not directly attributable to the

 

7


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

acquisition, construction or production of a qualifying asset are recognized in earnings using the effective interest method.

 

(k)

Earnings (loss) per share

The Company presents basic and diluted earnings (loss) per share data for its common shares, calculated by dividing the earnings (loss) attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined by adjusting the earnings attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, which comprise warrants and share options granted. There is no dilution impact when the Company incurs a loss.

 

(l)

Interests in joint arrangements

IFRS defines a joint arrangement as one over which two or more parties have joint control, which is the contractually agreed sharing of control over an arrangement. This exists only when the decisions about the relevant activities (being those that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.

A joint operation is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangement. In relation to its interests in joint operations, the Company recognizes its:

 

   

Assets, including its share of any assets held jointly;

 

   

Liabilities, including its share of any liabilities incurred jointly;

 

   

Revenue from the sale of its share of the output arising from the joint operation; and

 

   

Expenses, including its share of any expenses incurred jointly.

 

2.6

New accounting standards

The Company has not applied the following revised or new IFRS that have been issued but were not yet effective at December 31, 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 has completed its preliminary assessment and believes that the adoption of IFRS 9 will result in changes to the classification of certain financial assets but will not change the classification of any financial liabilities. The Company plans to adopt IFRS 9 in its financial statements for the annual period beginning January 1, 2018 and continues to evaluate its measurement and disclosure requirements related to the new standard.

 

   

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 and its silver stream purchase and sale agreement. The Company plans to adopt IFRS 15 in its financial statements for the annual period

 

8


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

 

beginning on January 1, 2018 and continues to evaluate its measurement and disclosure requirements related to the new standard.

 

   

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.

INTEREST IN GIBRALTAR JOINT VENTURE

On March 31, 2010, the Company entered into an agreement with Cariboo Copper Corp. (Cariboo) whereby the Company contributed certain assets and liabilities of the Gibraltar mine, operating in British Columbia, into an unincorporated joint venture to acquire a 75% interest in the joint venture. Cariboo contributed $186,800 to purchase the remaining 25% interest.

The assets and liabilities contributed by the Company to the joint venture were mineral property interests, plant and equipment, inventories, prepaid expenses, reclamation deposits, capital lease obligations, and site closure and reclamation obligations. Certain key strategic, operating, investing and financing policies of the joint venture require unanimous approval such that neither venturer is in a position to exercise unilateral control over the joint venture. The Company continues to be the operator of the Gibraltar Mine.

The Company has joint control over the joint arrangement and as such consolidates its 75% portion of all the joint venture’s assets, liabilities, income and expenses.

 

9


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

The following is a summary of the Gibraltar joint venture financial information on a 100% basis.

 

     As at December 31,  
     2017      2016  

Cash and equivalents

     52,383        79,638  

Other current assets

     83,323        98,233  
  

 

 

    

 

 

 

Current assets

     135,706        177,871  

Non-current assets

     1,167,787        1,106,866  

Accounts payable and accrued liabilities

     53,312        38,747  

Other current financial liabilities

     15,865        23,743  
  

 

 

    

 

 

 

Current liabilities

     69,177        62,490  
  

 

 

    

 

 

 

Long-term debt

     21,151        20,287  

Provision for environmental rehabilitation

     142,164        129,487  

Other financial liability

     —          14,584  
  

 

 

    

 

 

 

Non-current liabilities

     163,315        164,358  
  

 

 

    

 

 

 
     Years ended December 31,  
     2017      2016  

Revenues

     507,212        351,820  

Production costs

     (267,548      (278,440

Depletion and amortization

     (75,428      (81,715

Other operating expense

     (4,632      (3,725

Write-down of mine equipment

     (4,735      —    

Interest expense

     (5,927      (6,459

Interest income

     343        1,158  

Foreign exchange gain (loss)

     (907      22  
  

 

 

    

 

 

 

Net earnings (loss)

     148,378        (17,339

Other comprehensive income (loss)

     90        (693
  

 

 

    

 

 

 

Comprehensive income (loss) for joint arrangement

     148,468        (18,032
  

 

 

    

 

 

 

 

4.

REVENUE

 

     Years ended December 31,  
     2017      2016  

Copper contained in concentrate

     387,356        283,401  

Molybdenum concentrate

     21,807        5,900  

Silver

     2,132        3,988  
  

 

 

    

 

 

 

Total gross revenue

     411,295        293,289  

Less: Treatment and refining costs

     (32,996      (29,424
  

 

 

    

 

 

 

Revenue

     378,299        263,865  
  

 

 

    

 

 

 

 

10


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

5.

COST OF SALES

 

     Years ended December 31,  
     2017      2016  

Site operating costs

     167,338        209,381  

Transportation costs

     19,281        16,507  

Changes in inventories of finished goods and ore stockpiles

     13,964        (16,738
  

 

 

    

 

 

 

Production costs

     200,583        209,150  

Depletion and amortization

     47,722        52,939  
  

 

 

    

 

 

 

Cost of sales

     248,305        262,089  
  

 

 

    

 

 

 

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.

 

6.

COMPENSATION EXPENSE

 

     Years ended December 31,  
     2017      2016  

Wages, salaries and benefits

     61,998        57,987  

Post-employment benefits

     1,491        1,309  

Share-based compensation

     7,100        3,682  
  

 

 

    

 

 

 
     70,589        62,978  
  

 

 

    

 

 

 

Compensation expense is presented as a component of cost of sales, general and administrative expense, and exploration and evaluation expense.

 

7.

DERIVATIVE INSTRUMENTS

During the year ended December 31, 2017, the Company purchased copper put option contracts for 75 million pounds of copper with maturity dates ranging from the second quarter of 2017 to the second quarter of 2018, at strike prices ranging between US$2.40 and US$2.80 per pound, at a total cost of $3,952. Details of the options outstanding at December 31, 2017 and 2016 are summarized in the following table:

 

     Notional amount      Strike price      Maturity Date      Fair value asset  

At December 31, 2017

           

Commodity contracts

           

Copper put option contracts

     15 million lbs        US$2.70/lb        Q1 2018        13  

Copper put option contracts

     15 million lbs        US$2.80/lb        Q2 2018        317  

At December 31, 2016

           

Commodity contracts

           

Copper put option contracts

     20 million lbs       
US$2.10/lb and
US$2.20/lb
 
 
     Q1 2017        155  

 

11


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

The following table outlines the losses associated with derivative instruments:

 

     Years ended December 31,  
     2017      2016  

Realized loss on copper put options

     1,807        1,956  

Unrealized loss on copper put options

     1,970        1,044  

Change in fair value of copper call option (Note 17e)

     6,305        3,360  
  

 

 

    

 

 

 
     10,082        6,360  
  

 

 

    

 

 

 

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 17e).

 

8.

OTHER EXPENSES (INCOME)

 

     Years ended December 31,  
     2017      2016  

Write-down of mine equipment

     3,551        —    

Write-down of investment (Note 12)

     3,850        —    

Management fee income

     (1,168      (1,043

Special shareholder meeting costs

     —          4,894  

Other financing costs

     —          616  

Other operating expense (income), net

     108        (395
  

 

 

    

 

 

 
     6,341        4,072  
  

 

 

    

 

 

 

 

9.

FINANCE EXPENSES

 

     Years ended December 31,  
     2017      2016  

Interest expense

     30,965        27,649  

Accretion on PER (Note 20)

     2,363        2,358  

Loss on settlement of long-term debt

     13,102        —    
  

 

 

    

 

 

 
     46,430        30,007  
  

 

 

    

 

 

 

As part of a refinancing completed in June 2017, the Company redeemed its US$200 million senior notes and repaid its US$70 million senior secured credit facility (see Note 17). 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.

 

12


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

10.

INCOME TAX

 

(a)

Income tax expense (recovery)

 

     Years ended December 31,  
     2017      2016  

Current income tax:

     

Current period expense

     1,801        836  
  

 

 

    

 

 

 

Deferred income tax:

     

Origination and reversal of temporary differences

     24,735        (15,307

Deferred tax adjustments related to prior periods

     2,642        (242
  

 

 

    

 

 

 
     27,377        (15,549
  

 

 

    

 

 

 

Income tax expense (recovery)

     29,178        (14,713
  

 

 

    

 

 

 

 

(b)

Effective tax rate reconciliation

 

     Years ended December 31,  
     2017      2016  

Income tax at Canadian statutory rate of 35.62% (2016: 35.62%)

     22,597        (16,424

Permanent differences

     4,914        1,979  

Tax rate differences

     1,192        1,118  

Foreign tax rate differential

     22        (103

Unrecognized tax benefits

     (2,206      (1,072

Deferred tax adjustments related to prior periods

     2,642        (242

Other

     17        31  
  

 

 

    

 

 

 

Income tax expense (recovery)

     29,178        (14,713
  

 

 

    

 

 

 

 

(c)

Deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

 

     As at December 31,  
     2017      2016  

Property, plant and equipment

     (175,502      (151,230

Other financial assets

     2,884        316  

Provisions

     19,378        17,926  

Tax loss carry forwards

     64,195        71,051  
  

 

 

    

 

 

 

Deferred tax liability

     (89,045      (61,937
  

 

 

    

 

 

 

Tax loss carry forwards relate to non-capital losses in Canada of pre-tax $187,318 (2016: $194,929) which expire between 2027 and 2037 and net operating losses in the United States of pre-tax $65,555 (2016: $56,273), which expire between 2027 and 2037.

 

13


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

(d)

Unrecognized deferred tax assets and liabilities

 

     As at December 31,  
     2017      2016  

Deductible temporary differences:

     

Debt

     70,529        76,031  

Other investments

     34,873        34,840  

Other financial assets

     19,705        11,620  

Deferred tax asset:

     

Debt

     7,385        9,880  

Other investments

     4,708        4,529  

Other financial assets

     3,073        1,900  

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilize the benefits. There are no unrecognized tax liabilities.

 

11.

ACCOUNTS RECEIVABLE

 

     As at December 31,  
     2017      2016  

Trade receivables

     19,341        9,463  

Other receivables due from joint venture partner

     210        162  

Goods and services tax receivable

     1,094        988  

Other receivables

     973        2,292  
  

 

 

    

 

 

 
     21,618        12,905  
  

 

 

    

 

 

 

 

12.

OTHER FINANCIAL ASSETS

 

     As at December 31,  
     2017      2016  

Current:

     

Marketable securities

     2,444        1,419  

Copper put option contracts (Note 7)

     330        155  
  

 

 

    

 

 

 
     2,774        1,574  
  

 

 

    

 

 

 

Long-term:

     

Investment in subscription receipts

     2,400        10,333  

Reclamation deposits (Note 20)

     30,637        30,535  

Restricted cash (Note 20)

     7,500        7,500  
  

 

 

    

 

 

 
     40,537        48,368  
  

 

 

    

 

 

 

The Company holds strategic investments in publicly traded and privately owned companies, which are classified as available for sale investments. As at December 31, 2017 these investments included marketable securities as well as subscription receipts. The subscription receipts relate to an investment in a privately held company with two directors in common, and are to be convertible into units comprised of shares, or shares and warrants (Note 26c).

 

14


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

The fair value of the marketable securities is based upon public market information and the Company reviews the value of its investments for evidence of impairment based on both quantitative and qualitative criteria. For the years ended December 31, 2017 and 2016, unrealized gains and losses from the mark-to-market of marketable securities and reclamation deposits have been recorded in other comprehensive income (loss).

In the fourth quarter of 2017, the Company assessed the value of its investment in subscription receipts of a private mineral exploration and development company and recorded a write-down of the investment to its estimated fair value. A write-down of $3,850 was recorded in the statement of income, and an unrealized loss of $4,083 was recorded in other comprehensive income.

 

13.

INVENTORIES

 

     As at December 31,  
     2017      2016  

Ore stockpiles

     9,332        28,186  

Copper contained in concentrate

     5,933        5,741  

Molybdenum concentrate

     217        106  

Materials and supplies

     24,157        26,517  
  

 

 

    

 

 

 
     39,639        60,550  
  

 

 

    

 

 

 

During the year ended December 31, 2017, the Company recorded a net reversal of previous impairments of $4,639 (2016: net impairment of $17,202), to adjust the carrying value of ore stockpiles to net realizable value. These adjustments were included in cost of sales as a change in inventory of ore stockpile.

 

15


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

14.

PROPERTY, PLANT & EQUIPMENT

 

     Property
Acquisition
costs
    Mineral
properties
    Plant and
equipment
    Construction
in Progress
    Total  

Cost

          

At January 1, 2016

     101,226       244,289       655,440       747       1,001,702  

Additions

     —         17,404       —         2,394       19,798  

Rehabilitation cost asset

     —         (27,870     —         —         (27,870

Capitalized interest 1

     —         5,219       —         —         5,219  

Disposals

     —         —         (838     —         (838

Foreign exchange translation

     (2,822     (214     (150     —         (3,186

Transfers between categories

     —         —         1,683       (1,683     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

     98,404       238,828       656,135       1,458       994,825  

Additions

     —         84,641       10,696       21,030       116,367  

Rehabilitation cost asset

     —         8,350       —         —         8,350  

Capitalized interest 1

     —         2,602       —         —         2,602  

Disposals

     —         —         (6,924     —         (6,924

Foreign exchange translation

     (6,026     (783     (315     —         (7,124

Transfers between categories

     —         —         19,760       (19,760     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

     92,378       333,638       679,352       2,728       1,108,096  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation

          

At January 1, 2016

     —         67,581       139,363       —         206,944  

Depreciation2

     —         29,076       28,743       —         57,819  

Disposals

     —         —         (146     —         (146
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

     —         96,657       167,960       —         264,617  

Depreciation2

     —         20,033       29,472         49,505  

Impairment

     —         —         3,551       —         3,551  

Disposals

     —         —         (6,842     —         (6,842
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

     —         116,690       194,141       —         310,831  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net book value

          

At December 31, 2016

     98,404       142,171       488,175       1,458       730,208  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2017

     92,378       216,948       485,211       2,728       797,265  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1 

Interest related to the Florence Copper Project was capitalized until June 2017 at an annual rate of 11% (2016: 11%).

2 

Depreciation included in cost of sales for 2017 and 2016 of $47,722 and $52,939 respectively.

 

(a)

Capital expenditures

During 2017, the Company capitalized stripping costs of $75,408 (2016: $10,065) and incurred other capital expenditures for Gibraltar of $10,728 (2016: $3,932). In addition, the Company capitalized development costs of $15,245 (2016: $4,961) for the Florence Copper and $1,713 (2016: $840) 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 $6,371 of depreciation on mining assets related to capitalized stripping.

The rehabilitation cost asset increased by $8,350 for the year ended December 31, 2017, as a result of changes in estimates during the period including an increase in estimated costs and changes in the discount rate.

 

16


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

(b)

Leased assets

The Company leases mining equipment under a number of capital lease agreements. Most of these leases provide the Company with the option to purchase the equipment at a beneficial price. Certain rents are based on an annual average usage for the applicable equipment and, if at the end of the term (unless the equipment has been purchased by the Company), the actual annual average usage of such equipment has been greater than the specified usage, the Company must pay an additional amount for each excess hour of actual usage. The leased assets secure the lease obligations (Note 17). At December 31, 2017, the net carrying amount of leased assets was $51,918 (2016: $53,476).

 

(c)

Property acquisition costs

Property acquisition costs are comprised of the Aley Niobium property $5,436, Florence Copper Project $86,940, New Prosperity gold-copper property $1 and Harmony gold property $1. The carrying amounts for the New Prosperity and Harmony properties are the original property acquisition costs less historical impairments.

 

15.

GOODWILL

Goodwill was recorded on the Company’s acquisition of Curis Resources Ltd. (“Curis”) in 2014. Curis is a mineral exploration and development company whose principal asset is the Florence Copper Project, an in-situ copper recovery and solvent extraction/electrowinning project located in central Arizona, USA. As at December 31, 2017, the carrying value of the goodwill decreased to $5,172 as a result of foreign currency translation.

 

16.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

     As at December 31,  
     2017      2016  

Trade payables

     23,879        28,180  

Accrued liabilities

     18,692        4,012  

Amounts payable to BC Hydro

     4,764        —    

Advance payments

     —          1,163  

Payables to related parties (Note 26c)

     47        61  
  

 

 

    

 

 

 
     47,382        33,416  
  

 

 

    

 

 

 

The amounts payable to BC Hydro represent the remaining balance owing under BC Hydro’s five-year power rate deferral program for BC mines. During the year ended December 31, 2017, the Company made net repayments of $6,174 to BC Hydro and based on recent copper prices the remaining balance is expected to be repaid in 2018. Under the program, effective March 1, 2016, the Gibraltar Mine was able to defer up to 75% of electricity costs. The amount of the deferral was 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%, is repayable on a monthly schedule of up to 75% of the monthly electricity billing, when the average copper price during the preceding month exceeds a threshold amount of $3.40 per pound. Any remaining deferred balance would be repayable at the end of the five year term.

 

17


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

17.

DEBT

 

     As at December 31,  
     2017      2016  

Current:

     

Capital leases (b)

     9,651        8,059  

Secured equipment loans (c)

     1,619        8,098  
  

 

 

    

 

 

 
     11,270        16,157  
  

 

 

    

 

 

 

Long-term:

     

Senior secured notes (a)

     302,085        —    

Capital leases (b)

     14,110        11,917  

Secured equipment loans (c)

     1,753        3,298  

Senior notes (d)

     —          266,435  

Senior secured credit facility (e)

     —          91,483  
  

 

 

    

 

 

 
     317,948        373,133  
  

 

 

    

 

 

 

 

(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 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 17d) and to repay the senior secured credit facility and to settle the related copper call option (Note 17e).

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)

Capital leases

Capital leases are repayable in monthly installments and are secured by equipment with a carrying value $51,918 (2016: $53,476). The capital lease obligations bear fixed interest rates ranging from 3.5% to 5.8% and have maturity dates ranging from 2018 to 2022.

 

18


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

(c)

Secured equipment loans

Equipment loans are secured by equipment with a carrying value of $20,912 (2016: $50,752). The loans are repayable in monthly installments and bear fixed interest rates at 5.6% and have maturity dates ranging from 2018 to 2020.

 

(d)

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.

 

(e)

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.

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.

In connection with 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 21a,b).

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 9).

 

19


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

18.

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 silver equivalent to 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 amount equivalent to 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 21b).

The following table summarizes changes in deferred revenue:

 

Upfront cash deposit

     44,151  

Issuance of warrants

     (1,876

Amortization of deferred revenue

     (1,323
  

 

 

 

Balance at December 31, 2017

     40,952  
  

 

 

 

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

 

     December 31, 2017  

Current

     1,312  

Non-current

     39,640  
  

 

 

 
     40,952  
  

 

 

 

 

20


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

19.

OTHER FINANCIAL LIABILITIES

 

     As at December 31,  
     2017      2016  

Long-term:

     

Deferred share units (Note 22b)

     5,714        1,535  

Derivative liability - copper call option (Note 17e)

     —          9,440  

Amounts payable to BC Hydro (Note 16)

     —          10,938  
  

 

 

    

 

 

 
     5,714        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.

 

20.

PROVISION FOR ENVIRONMENTAL REHABILITATION

 

     2017      2016  

Beginning balance at January 1

     98,454        124,445  

Change in estimates

     8,350        (27,870

Accretion

     2,363        2,358  

Settlements

     (1,205      (438

Foreign exchange differences

     (88      (41
  

 

 

    

 

 

 

Ending balance at December 31

     107,874        98,454  
  

 

 

    

 

 

 

The provision for environmental rehabilitation (“PER”) represents the present value of estimated costs of legal and constructive obligations required to retire an asset, including decommissioning and other site restoration activities. The majority of these expenditures occur after the end of the life of the related operation. For the Gibraltar Mine, it is anticipated that these costs will be incurred over a period of 100 years beyond the end of the mine life. As at December 31, 2017, the PER was calculated using a pre-tax discount rate of 2.26% (2016 – 2.31%), which is based on the long-term Canadian government bond rate and an inflation rate of 2.0% (2016 – 2.0%) in its cash flow estimates. The increase in the PER during 2017 is primarily due to an increase in estimated costs and a reduction in the discount rates.

During 2017, the Company submitted an updated decommissioning cost report for the Gibraltar Mine to the BC Ministry of Energy, Mines and Petroleum Resources as a requirement to maintain its permits in good standing. The underlying cost assumptions supporting the 2017 decommissioning report reflect management’s best estimate for closure costs and were incorporated into the PER. Estimates are reviewed regularly and there have been adjustments to the amount and timing of cash flows as a result of updated information. Assumptions are based on the current economic environment, but actual rehabilitation costs will ultimately depend upon future market prices for the necessary decommissioning work required, which will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation will depend on when the mine ceases production which, in turn, will depend on future metal prices, operating conditions and many other factors which are inherently uncertain.

The Company has provided deposits and other financial security for its reclamation obligations which is held in trust by the regulatory authorities. Reclamation deposits (Note 12) are returned once the site is reclaimed to a satisfactory level and there are no ongoing monitoring or maintenance requirements. The restricted cash of $7,500 (Note 12) represents the Company’s share of cash security for a letter of credit issued by the Gibraltar Joint Venture as security for reclamation obligations at the Gibraltar Mine. For the Florence Copper project, the Company has issued security for reclamation bonds totaling $6,515, which is supported by surety bonds of an

 

21


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

insurance company. The Company has provided cash collateral of $2,002 to the surety provider and these amounts are classified as reclamation deposits (Note 12).

 

21.

EQUITY

 

(a)

Share capital

 

     Common shares
(thousands)
 

Common shares outstanding at January 1, 2016

     221,809  

Exercise of share options

     58  
  

 

 

 

Common shares outstanding at December 31, 2016

     221,867  

Exercise of warrants (Note 17e)

     4,000  

Exercise of share options

     1,133  
  

 

 

 

Common shares outstanding at December 31, 2017

     227,000  
  

 

 

 

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

 

(b)

Share Purchase Warrants

 

     Warrants
(thousands)
     Exercise price  

Outstanding at January 1, 2017

     4,000        0.51  

Issued (Note 18)

     3,000        2.74  

Exercised

     (4,000      0.51  
  

 

 

    

 

 

 

Outstanding at December 31, 2017

     3,000        2.74  
  

 

 

    

 

 

 

 

(c)

Contributed surplus

Contributed surplus represents employee entitlements to equity settled share-based awards that have been charged to the statement of comprehensive income and loss in the periods during which the entitlements were accrued and have not yet been exercised.

 

(d)

Accumulated other comprehensive income (“AOCI”)

AOCI is comprised of the cumulative net change in the fair value of available-for-sale financial assets, net of taxes, until the investments are sold or impaired and cumulative translation adjustments arising from the translation of foreign subsidiaries.

 

22.

SHARE-BASED COMPENSATION

 

(a)

Share Options

The Company has an equity settled share option plan approved by the shareholders that allows it to grant options to directors, officers, employees and other service providers. Under the plan, a maximum of 9.5% of the Company’s outstanding common shares may be granted. The maximum allowable number of outstanding options to independent directors as a group at any time is 1% of the Company’s outstanding common shares. The exercise price of an option is set at the time of grant using the five-day volume weighted average price of the common shares. Options are exercisable for a maximum of five years from the effective date of grant under the plan. Vesting conditions of options are at the discretion of the Board of Directors at the time the options are granted.

 

22


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

     Options
(thousands)
     Average price  

Outstanding at January 1, 2016

     11,557        2.55  

Granted

     2,601        0.38  

Exercised

     (58      0.38  

Forfeited

     (313      1.40  

Expired

     (1,846      5.04  
  

 

 

    

 

 

 

Outstanding at January 1, 2017

     11,941        1.74  

Granted

     1,911        1.25  

Exercised

     (1,133      0.78  

Forfeited

     (39      0.96  

Expired

     (3,399      2.71  
  

 

 

    

 

 

 

Outstanding at December 31, 2017

     9,281        1.40  
  

 

 

    

 

 

 

Exercisable at December 31, 2017

     7,322        1.52  
  

 

 

    

 

 

 

During the year ended December 31, 2017, the Company granted 1,910,500 (2016 – 2,601,000) share options to directors, executives and employees. The total fair value of options granted was $1,165 (2016 – $442) based on a weighted average grant-date fair value of $0.61 (2016 – $0.17) per option. During the year ended December 31, 2017, 1,132,600 options were exercised. The weighted-average share price at the date of exercise was $0.78 per share.

 

Range of exercise price

   Options
(thousands)
     Average life
(years)
 

$0.38 to $0.68

     1,939        2.5  

$0.69 to $1.02

     1,958        2.0  

$1.03 to $1.64

     1,849        3.3  

$1.65 to $2.40

     3,535        1.0  
  

 

 

    

 

 

 
     9,281        1.8  
  

 

 

    

 

 

 

The fair value at grant date of the share option plan was 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:

 

     2017     2016  

Expected term (years)

     4.45       4.49  

Forfeiture rate

     0     0

Volatility

     60.6     52.5

Dividend yield

     0     0

Risk-free interest rate

     1.04     0.57
  

 

 

   

 

 

 

Weighted-average fair value per option

   $ 0.61     $ 0.17  
  

 

 

   

 

 

 

 

23


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

(b)

Deferred Share Units and Performance Share Units

The Company has adopted a Deferred Share Unit (“DSU”) Plan (the “DSU Plan”) that provides for an annual grant of DSUs to each non-employee director of the Company, or an equivalent cash payment in lieu thereof, which participants have agreed would in the first instance be used to assist in complying with the Company’s share ownership guidelines. DSUs vest immediately upon grant and are paid out in cash when a participant ceases to be a director of the Company.

The Company has established a Performance Share Unit (“PSU”) Plan (the “PSU Plan”) whereby PSUs are issued to executives as long-term incentive compensation. PSUs issued under the Plan entitle the holder to a cash or equity payment (as determined by the Board of Directors), at the end of a three-year performance period equal to the number of PSU’s granted, adjusted for a performance factor and multiplied by the quoted market value of a Taseko common share on the completion of the performance period. The performance factor can range from 0% to 250% and is determined by comparing the Company’s total shareholder return to those achieved by a peer group of companies.

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

 

     DSUs
(thousands)
     PSUs
(thousands)
 

Outstanding at January 1, 2016

     915        462  

Granted

     714        1,349  

Settled

     (306      (59

Forfeited

     —          (45
  

 

 

    

 

 

 

Outstanding at January 1, 2017

     1,323        1,707  

Granted

     620        400  

Settled

     —          (888
  

 

 

    

 

 

 

Outstanding at December 31, 2017

     1,943        1,219  
  

 

 

    

 

 

 

During the year ended December 31, 2017, 887,792 of the PSUs issued to executives during 2016, in lieu of annual incentive plan payments for 2015, were settled on a cash basis. The PSUs were settled at prices ranging between $1.75 and $2.25 per unit. The settlement amounts were based on the 5-day volume weighted average share price prior to the vesting date.

During the year ended December 31, 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 $791 (2016 - $1,080), with a weighted average fair value at the grant date of $1.28 per unit for the DSUs (2016 - $0.38) per unit) and $2.33 per unit for the PSUs (2016 – $0.66 per unit).

For the year ended December 31, 2017, the Company recognized total share-based compensation expense of $7,100 (2016: $3,682).

 

24


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

23.

COMMITMENTS AND CONTINGENCIES

 

(a)

Commitments

The Company is a party to certain contracts relating to capital expenditures, operating leases and service and supply agreements. Future minimum payments under these agreements as at December 31, 2017 are presented in the following table:

 

2018

     13,198  

2019

     2,363  

2020

     1,451  

2021

     408  

2022

     234  

2023 and thereafter

     —    
  

 

 

 

Total commitments

     17,654  
  

 

 

 

The Gibraltar joint venture (Note 3) is committed to incur capital expenditures of $933 (2016: $251), of which the Company’s share is $700 (2016: $189).

 

(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 $9,044 as at December 31, 2017.

 

24.

SUPPLEMENTARY CASH FLOW INFORMATION

 

     For the year ended December 31,  
     2017      2016  

Change in non-cash working capital items

     

Accounts receivable

     (9,199      (1,783

Inventories

     16,324        (16,023

Prepaids

     (203      349  

Accounts payable and accrued liabilities

     8,995        4,010  

Interest payable

     (21      (543

Income tax paid

     (2,275      (750

Income tax received

     —          29  
  

 

 

    

 

 

 
     13,621        (14,711
  

 

 

    

 

 

 

Non-cash investing and financing activities

     

Share purchase warrants issued (Note 18)

     1,876        —    

Assets acquired under capital lease

     13,059        —    

Derivative liabilities (Note 17e)

     —          7,334  

Share purchase warrants exercised (Note 17e)

     (830      830  

 

25


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

25.

FINANCIAL RISK MANAGEMENT

 

(a)

Overview

In the normal course of business, the Company is inherently exposed to market, liquidity and credit risk through its use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management’s assessment of the risk and available alternatives for mitigating risk. The Board approves and monitors risk management processes, including treasury policies, counterparty limits, controlling and reporting structures.

 

(b)

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: commodity price risk; interest rate risk; and currency risk. Financial instruments affected by market risk include: cash and equivalents; accounts receivable; marketable securities; subscription receipts; reclamation deposits; accounts payable and accrued liabilities; debt and derivatives.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company buys and sells copper put options in order to reduce commodity price risk. The derivative instruments employed by the Company are considered to be economic hedges but are not designated as hedges for accounting purposes.

Commodity price risk

The Company is exposed to the risk of fluctuations in prevailing market commodity prices on the metals it produces. To manage the Company’s operating margins effectively in volatile metals markets, the Company enters into copper option contracts. The amount and duration of the hedge position is based on an assessment of business-specific risk elements combined with the copper pricing outlook. Copper option contracts are typically extended adding incremental quarters at established put strike prices to provide the necessary price protection.

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 pre-tax earnings and equity for changes in commodity prices on the fair value of derivatives and the provisionally invoiced sales volumes.

 

     As at December 31,  
     2017      2016  

Copper increase/decrease by US$0.33/lb (2016: US$0.25/lb)1, 2

     6,645        4,778  

 

1 

The analysis is based on the assumption that the year-end copper price increases 10 percent with all other variables held constant. The relationship between the year-end copper price and the strike price of copper options has significant influence over the fair value of the derivatives. As such, a 10% decrease in the year-end copper price will not result in an equal but opposite impact on earnings after tax and equity. The closing exchange rate for the year ended December 31, 2017 of CAD/USD 1.25 (2016: 1.34) was used in the analysis.

2 

At December 31, 2017, 16 million (2016: 14 million) pounds of copper in concentrate were exposed to copper price movements.

The sensitivities in the above tables have been determined with foreign currency exchange rates held constant. The relationship between commodity prices and foreign currencies is complex and movements in foreign exchange can impact commodity prices. The sensitivities should therefore be used with care.

 

26


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

Interest rate risk

The Company is exposed to interest rate risk on its outstanding debt and investments, including cash and cash equivalents, from the possibility that changes in market interest rates will affect future cash flows or the fair value of fixed-rate interest-bearing financial instruments.

The table below summarizes the impact on earnings after tax and equity for a change of 100 basis points in interest rates at the reporting date. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. This assumes that the change in interest rates is effective from the beginning of the financial year and balances are constant over the year. However, interest rates and balances of the Company may not remain constant in the coming financial year and therefore such sensitivity analysis should be used with care.

 

     Years ended December 31,  
     2017      2016  

Fair value sensitivity for fixed-rate instruments

     

Senior secured notes

     (1,340      —    

Capital leases

     (176      (200

Secured equipment loans

     (96      (160

Senior notes

     —          (1,960

Senior secured credit facility

     —          (246
  

 

 

    

 

 

 
     (1,612      (2,566
  

 

 

    

 

 

 

Cash flow sensitivity for variable-rate instruments

     

Cash and equivalents

     645        171  

Reclamation deposits

     209        192  
  

 

 

    

 

 

 
     854        363  
  

 

 

    

 

 

 

Currency risk

The Canadian dollar is the functional currency of the Company and, as a result, currency exposure arises from transactions and balances in currencies other than the Canadian dollar, primarily the US dollar. The Company’s potential currency exposures comprise translational exposure in respect of non-functional currency monetary items, and transactional exposure in respect of non-functional currency revenues and expenditures.

The following table demonstrates the sensitivity to a 10% strengthening in the CAD against the USD. With all other variables held constant, the Company’s shareholders equity and earnings after tax would both increase/(decrease) due to changes in the carrying value of monetary assets and liabilities. A weakening in the CAD against the USD would have had the equal but opposite effect to the amounts shown below.

 

27


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

     Year ended December 31,  
     2017      2016  

Cash and equivalents

     (4,966      (5,429

Accounts receivable

     (1,435      (699

Copper put option contracts

     (24      (12

Accounts payable and accrued liabilities

     344        283  

Senior secured notes

     23,293        —    

Senior notes

     —          20,193  

Senior secured credit facility

     —          7,435  

Equipment loans

     27        547  

The Company’s financial asset and liability profile may not remain constant and, therefore, these sensitivities should be used with care.

 

(c)

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages liquidity risk by holding sufficient cash and equivalents and scheduling long-term obligations based on estimated cash inflows. There were no defaults on loans payable during the year.

 

(d)

Credit risk

Credit risk is the risk of potential loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk from its receivables, marketable securities and investments, and derivatives. In general, the Company manages its credit exposure by transacting only with reputable counterparties. The Company monitors the financial condition of its customers and counterparties to contracts. The Company deals with a limited number of counterparties for its metal sales. The Company had two significant customers in 2017 that represented 81% of gross copper concentrate revenues (2016: two customers accounted for 95% of gross copper concentrate revenues). The trade receivable balance at December 31, 2017 and 2016, is comprised of three customers. There are no impairments recognized on the trade receivables.

 

(e)

Fair values of financial instruments

The fair values of the senior secured notes is $322,306 and the carrying value is $302,085 at December 31, 2017. The fair value of all other financial assets and liabilities approximates their carrying value.

 

28


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

The Company uses the fair value hierarchy described in Note 2.4(c) for determining the fair value of instruments that are measured at fair value.

 

     Level 1      Level 2      Level 3      Total  

December 31, 2017

           

Financial assets designated at FVTPL

           

Copper put option contracts

     —          331        —          331  

Available-for-sale financial assets

           

Marketable Securities

     2,444        —          —          2,444  

Investment in subscription receipts (Note 12)

     —          —          2,400        2,400  

Reclamation deposits

     30,638        —          —          30,638  
  

 

 

    

 

 

    

 

 

    

 

 

 
     33,082        331        2,400        35,813  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

           

Financial assets designated at FVTPL

           

Copper put option contracts

     —          155        —          155  

Available-for-sale financial assets

           

Marketable Securities

     1,419        —          —          1,419  

Investment in subscription receipts (Note 12)

     —          —          10,333        10,333  

Reclamation deposits

     30,535        —          —          30,535  
  

 

 

    

 

 

    

 

 

    

 

 

 
     31,954        155        10,333        42,442  
  

 

 

    

 

 

    

 

 

    

 

 

 

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 December 31, 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 management estimate. As the subscription receipts are an investment in a private exploration and development company, there are no observable market data inputs. At December 31, 2017 the estimated fair value of the investment has been based on the market capitalization of comparable public companies.

 

(f)

Capital management

The Company’s primary objective when managing capital is to ensure that the Company is able to continue its operations and that it has sufficient ability to satisfy its capital obligations and ongoing operational expenses, as well as to have sufficient liquidity available to fund suitable business opportunities as they arise.

 

29


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

The Company considers the components of shareholders’ equity, as well as its cash and equivalents, credit facilities and debt as capital. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue or buy back equity, issue, buy back or repay debt, sell assets, or return capital to shareholders.

 

     December 31,
2017
     December 31,
2016
 

Cash

     (80,231      (89,030

Current portion of long-term debt

     11,270        16,157  

Long-term debt

     317,948        373,133  
  

 

 

    

 

 

 

Net debt

     248,987        300,260  
  

 

 

    

 

 

 

Shareholders’ equity

     367,080        338,939  
  

 

 

    

 

 

 

In order to facilitate the management of its capital requirements, the Company prepares annual operating budgets that are approved by the Board of Directors. Management also actively monitors its financial covenants to ensure compliance. The Company’s investment policy is to invest its cash in highly liquid interest-bearing investments that are readily convertible to known amounts of cash. There were no changes to the Company’s approach to capital management during the year ended December 31, 2017.

 

26.

RELATED PARTIES

 

(a)

Subsidiaries

 

     Ownership interest as at  
     December 31,
2017
    December 31,
2016
 

Gibraltar Mines Ltd.

     100     100

Curis Resources Ltd.

     100     100

Curis Holdings (Canada) Ltd.

     100     100

Florence Copper Inc.

     100     100

Aley Corporation

     100     100

672520 BC Ltd.

     100     100

 

(b)

Key management personnel compensation

Key management personnel include the members of the Board of Directors and executive officers of the Company.

The Company contributes to a post-employment defined contribution pension plan on the behalf of certain key management personnel. This retirement compensation arrangement (“RCA” Trust) was established to provide benefits to certain executive officers on or after retirement in recognition of their long service. Upon retirement, the participant is entitled to the distribution of the accumulated value of the contributions under the RCA Trust. Obligations for contributions to the defined contribution pension plan are recognized as compensation expense in profit or loss in the periods during which services are rendered by the executive officers.

Certain executive officers are entitled to termination and change in control benefits. In the event of termination without cause, other than a change in control, these executive officers are entitled to an amount ranging from9-month to 12-months’ salary. In the event of a change in control, if a termination without cause or a resignation occurs within 12 months following the change of control, these executive officers are entitled to receive, among

 

30


TASEKO MINES LIMITED

Notes to Consolidated Financial Statements

(Cdn$ in thousands)

 

 

other things, an amount ranging from 24-month to 32-months’ salary and accrued bonus, and all stock options held by these individuals will fully vest.

Executive officers and directors also participate in the Company’s share option program (Note 22).

Compensation for key management personnel (includes all members of the Board of Directors and executive officers) is as follows:

 

     Year ended December 31,  
     2017      2016  

Salaries and benefits

     5,015        5,050  

Post-employment benefits

     1,491        1,309  

Share-based compensation

     6,849        3,602  
  

 

 

    

 

 

 
     13,355        9,961  
  

 

 

    

 

 

 

 

(c)

Related party transactions

 

     Transaction value for the
year end December 31,
     Due (to) from related parties
as at December 31,
 
     2017      2016      2017      2016  

Hunter Dickinson Services Inc.:

           

General and administrative expenses

     1,301        1,400        

Exploration and evaluation expenses

     98        40        
  

 

 

    

 

 

    

 

 

    

 

 

 
     1,399        1,440        (47      (61
  

 

 

    

 

 

    

 

 

    

 

 

 

Gibraltar Joint Venture:

           

Management fee income

     1,168        1,043        

Reimbursable compensation expenses and

third party costs

     34        105        
  

 

 

    

 

 

    

 

 

    

 

 

 
     1,202        1,148        210        162  
  

 

 

    

 

 

    

 

 

    

 

 

 

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 year ended December 31, 2017, the Company incurred total costs of $1,399 (2016: $1,440) in transactions with HDSI. Of these, $593 (2016: $643) related to administrative, legal, exploration and tax services, $526 related to reimbursements of office rent costs (2016: $517), and $280 (2016: $280) 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.

 

31